SEC v. Thurman P. Bryant, III; Bryant United Capital Funding, Inc.; Arthur F. Wammel; Wammel Group, LLC; Carlos Goodspeed a/k/a Sean Phillips d/b/a Top Agent Entertainment d/b/a Mr. Top Agent Entertainment; and Thurman P. Bryant, Jr., No. 4:17-cv-00336-ALM, Eastern District of Texas (May 22, 2017) — Complaint

Case 4:17-cv-00336-ALM *SEALED* Document 1 Filed 05/15/17 Page 1of20 PagelD #: 1
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF TEXAS
SHERMAN DIVISION
SECURITIES AND EXCHANGE COMMISSION
Plaintiff,
V.
THURMAN P. BRYAt~T, III, and
BRYANT UNITED CAPITAL FUNDING, INC.
ARTHUR F. W AMiVIEL,
\VAMMEL GROUP, LLC,
THURMAN P. BRYANT, JR.,
Defendants,
CARLOS GOODSPEED a/k/a SEAN PHILLIPS
d/b/a TOP AGENT ENTERT AI NM ENT d/b/a
MR.
TOP AGENT ENTERTAINMENT
Relief Defendants.
COMPLAINT
Civil Action No.:
FILED UNDER SEAL
Plaintiff Securities and Exchange Commission ("Commission") files this Complaint
against Defendants Thunnan P. Bryant, III ("Bryant") and his company Bryant United Capital
Funding, Inc. ("BUCF") (collectively "Defendants") and Relief Defendants Arthur F. Wammel
("Wammel"), his company Wamme1 Group, LLC ("Wammel Group"), Carlos Goodspeed a/k/a
Sean Phillips d/b/a Top Agent Entertainment d/b/a Mr. Top Agent Entertainment ("Goodspeed"),
and Thurman P. Bryant, Jr. ("Bryant, Jr.") (Wammel, Wammel Group, Goodspeed, and Bryant,
Jr. collectively,
"Relief Defendants"), and alleges the following:
SEC v. Bryunt, et aL
Complaint -  Page 1

I.
SUMMARY
1. The Commission files this emergency action to halt an ongoing investment
scheme and securities fraud being perpetrated on approximately
100 unsuspecting investors by
Bryant and
BUCF. These investors are being actively defrauded.
2. Since at least March 2011, BUCF and Bryant, BUCF's CEO and President, have
raised approximately $22. 7 million from approximately l
00 investors in Texas and other states,
through materially false and misleading statements and omissions.
In fact, BUCF and Bryant
have raised approximately $1.4 million since January
2017 alone. Among other things, BUCF
and Bryant promised   investors guaranteed minimum annual returns of 30% on risk-free
investments Bryant represented he would make
in the mortgage industry.
3. Specifically, Bryant and BUCF promised investors their funds would be safely
preserved in a secure escrow account and used for the sole purpose
of serving as proof of funds
to enable BUCF to secure a  line of credit with which to pursue a  mortgage-related investment
program. As Bryant and
BUCF knew, these promises were false. No secure escrow accounts
existed, and there was
no mortgage-related investment program. In reality, and directly contrary
to representations they made, Defendants commingled investor funds in a single deposit account
controlled by Bryant, from which
he, among other things, (a) funneled approximately $16.l
million to Wammel and Wammel Group;
(b) misappropriated $4.8 million to fund his personal
living expenses; (c) transferred $1.37 million
to Goodspeed; and (d) paid out at least $140,000
to Bryant, Jr., all without investors' consent or knowledge.
4. To date, BUCF has paid approximately $16.8 million to its investors in the form
of purported investment returns and, for certain investors, significant referral fees for identifying
new investors.
BUCF has never used investor monies as Bryant claimed it would, and monies
SEC v. Bryant, et al.
Complaint -Page 2

paid out as referral fees and supposed profits on investments are, rather, misappropriated monies
sourced from other investors, including
Ponzi payments.
5. For their part, Wammel and Wammel Group received BUCF investor funds and
commingled them with money raised from Wammel Group's own,
non-BUCF investors in order
to (a) make distributions to BUCF; (b) make distributions to Wammel Group's investors; and (c)
fund high-risk investment schemes, including speculative options trading
by Wammel since at
least
2011. BUCF's investors were never told of, and hence never approved of, Wammel
'Group's involvement or its use of their funds. Wammel Group does not have, and never has had,
any legitimate claim to the funds it received from
BUCF.
6. Notwithstanding the facts that (a) Defendants never disclosed to investors that
their funds would be transferred to Wammel and Wammel Group; and
(b) Wammel and
Wammel Group should never have received the funds in the first place, Wammel Group's
options trading receipts from
2011 through 2016 totaled only about $5.9 million-well short of
the sum required to pay BUCF investors the 30% returns they were promised. To date, Wammel
Group has paid $15.8 million to BUCF, comprised
of funds received from BUCF, funds raised
from Wammel Group's non-BUCF investors, its limited trading profits, and other
sources-all of
which Wammel Group commingled. As recently as April 2017, Wammel removed
approximately
$385,000 from options trading accounts under his control and in which BUCF
investor funds were received.
7. Since January 2017 alone, Bryant and BUCF have solicited and accepted
additional investments from unknowing investors totaling approximately $1.4 million. However,
since becoming aware
of the Commission's investigation in December 2016,  Defendants have
SEC v. Bryant, et a/.
Complaint -Page 3

pivoted their behavior and handling of investor funds, and no longer appear to be funneling
money
to Wammel Group.
8. Unbeknownst to BUCF investors, Bryant and BUCF have transferred $1.37
million
of investor funds to Goodspeed since January 2017. Goodspeed, doing business as Top
Agent Entertainment, purports
to be a  concert promoter and booking agent for entertainers like
Taylor
Swift and Aubrey "Drake" Graham. Bryant intentionally or at least recklessly put BUCF
investor funds at risk by transferring them to Goodspeed, not only because doing so violated his
express promises to investors about how their money would be used, but also because even a
rudimentary review
of Goodspeed's background online and in public records would have
revealed relevant concerns about his track record and reputation. Goodspeed provided no
services or consideration in exchange for these funds, and has no legitimate claim to monies
which were misappropriated from unwitting investors who were promised a  no-risk investment
in the mortgage industry in which their principal would be protected against loss in secured
escrow accounts.
9. As recently as April 2017, BUCF transferred $140,000 to Bryant's father, Bryant,
Jr. While Bryant, Jr. is  a
BUCF investor, his monthly distributions since December of 2014 have
never exceeded $16,750. The sums paid
to Bryant, Jr. are not returns on investments in the
mortgage industry, and Bryant Jr. has
no legitimate claims to these funds.
II.
DEFENDANTS
A. DEFENDANTS
1 O. Bryant, age 44, is a  resident of Frisco, Texas and is the CEO and President of
BUCF.
SEC v. Bryant, et al.
Complaint -Page 4

11. BUCF was formed as a Texas corporation in June 2011 and has its principal place
of business in Katy, Texas.
B.
RELIEF DEFENDANTS
12. Wammel, age 44, is a  resident of Kemah, Texas and is the CEO of Warnmel
Group. Together with Wammel Group, Wammel received approximately $16.1 million in
BUCF investor funds to which he has no legitimate or lawful claim.
13. Wammel Group is a  Texas limited liability company with its principal place of
business in Kemah, Texas. Together with Wammel, Wammel Group received approximately
$16.1 million in
BUCF investor funds to which it has no legitimate or lawful claim.
14. Goodspeed, age 36, is a  resident
of Addison, Texas. Goodspeed received $1.37
million in
BUCF investor funds to which he has no legitimate or lawful claim.
15. Bryant, Jr.
("Bryant Jr."), age 67, is a  resident of Golden, Colorado and is
Bryant's father. Bryant, Jr. received $140,000 in BUCF investor funds to which he has no
legitimate
or lawful claim.
III.
JURISDICTION AND VENUE
16. The Commission brings this action under Securities Act Section 20(b) [15 U.S.C.
§ 77t(b)] and Exchange Act Section 2l(d) [15 U.S.C. § 78u(d)], seeking to restrain and enjoin
the Defendants temporarily, preliminarily, and permanently from engaging in such acts and
practices as alleged herein.
17. This Court has jurisdiction over this action under Securities Act Section 22(a) [15
U.S.C. § 77v(a)] and Exchange Act Sections 21(e) and 27 [15 U.S.C. §§ 78u(e) and 78aa]. Each
of the investments offered and sold as described in this Complaint is an investment contract and,
therefore, a
"security" as that term is defined under Securities Act Section 2(a)(l) [15 U.S. C. §
SEC v. Bryant, et al.
Complaint -Page 5

77b(a)(l)] and Exchange Act Section 3(a)(10) [5 U.S. C. § 78c(a)(10)].
18. Bryant and BUCF, directly and indirectly, made use of the mails or of the means
and instrumentalities
of interstate commerce in connection with the transactions, acts, practices,
and courses
of business described in this complaint.
19. Venue is proper because transactions, acts, practices, and courses of business
described in this complaint occurred within this federal district.
IV.
FACTUAL ALLEGATIONS
A. DEFENDANTS FALSELY PROMISED A GUARANTEED, No-RISK INVESTMENT IN BUCF
20. Bryant formed BUCF in or around June 2011 and is, and always has been,
BUCF's sole officer, manager, decision-maker, and employee. Bryant opened, maintained, and
has sole signatory authority over
BUCF's single bank account. Hence, Bryant and BUCF's
interests and activities were, and are, one and the same and their interests are, and always have
been aligned.
21.
In early 2011, Bryant began raising money from investors, beginning first with his
father, Bryant, Jr.
BUCF's earliest investors  were supposed family and friends, though the
investor count grew over time through word-of-mouth marketing. Today
BUCF has
approximately
100 investors located in Texas and other states, including at least two
international investors. Defendants did not promote the
BUCF investment opportunity through
written offering documents. Rather, Bryant or existing
BUCF investors would orally share the
investment opportunity to potential investors. Existing
BUCF investors encouraged potential
investors to contact Bryant directly
to learn about BUCF's purported investment.
22. Bryant encouraged existing investors
to market the BUCF investment by paying
them sizeable referral bonuses. The purported referral bonuses varied in amount from investor to
SEC v. Bryant, et al.
Complaint -
Page 6

investor and were paid on a recurring basis, in that BUCF continued to pay referral bonuses to
investors month after month, even
for a single referral.
23. Once a  potential investor contacted Bryant, Bryant pitched the investor on the
opportunity, orally representing, among other things, that investor funds would be protected in
segregated escrow accounts and used solely
to serve as "proof of funds" for BUCF to secure a
line
of credit from a hedge fund. Bryant further represented that BUCF would use the line of
credit to fund short-term mortgage loans, which long-term lenders would quickly purchase in
exchange for a  set fee paid to
BUCF. Furthermore, Bryant promised investors, orally and in
partnership agreements, that their investment bore
no risk and was guaranteed to generate 2.5%
monthly returns for a total
of 30% annually.
B. BUCF's PARTNERSHIP AGREEMENTS AND ACCOUNT STATEMENTS
24. Even though BUCF is a  corporation, Bryant and BUCF sold investors-and
continue to sell-limited partnership interests in BUCF, documented by the Limited Partnership
Agreement
of Bryant United Capital Funding (the "BUCF Partnership Agreement"), which
designates
BUCF as the managing partner.
25. The BUCF Partnership Agreement specifies that BUCF, subject to very limited
exceptions,
"shall have full, exclusive and complete authority and discretion in the management
and control
of the Partnership business [ ... ] and shall make all decisions affecting the business of
the Partnership."
26. The BUCF Partnership Agreement defines the purpose of the partnership as "the
return on the equity promised herein[.]" Section 6.2.1 of the BUCF Partnership Agreement
specifically states that:
SEC v. Bryant, et al.
Complaint -Page 7

Initial Preserved Capital [$
1
with the guaranteed annual
Distributions
of ($ ] (USD) or monthly distribution rate of
[$ ]  (USD) starting on [ ], and will remain such return
throughout the life
of the investment. Any or all reinvested capital
will grow at a
30% per rate and maintain the 30% Growth per year
until
"Limited Partner(s)" elects to remove Capital investment
amount in full. All initial investment and any and all reinvested
growth are retained in a  secure escrow account for the benefit
of
the Limited Partner. No risk to capital account is expressed or
implied by General/Managing Partner.
2
27. After executing the BUCF Partnership Agreement, Bryant provided investors
instructions for tendering their investment funds,
and investors transferred their funds to BUCF
by wire transfer or check. Investor distributions made pursuant to the BUCF Partnership
Agreement typically began on the second month following the execution
of the Partnership
Agreement. This conduct reinforced Bryant's representation about BUCF's financial
wherewithal and its ability to pay sizeable returns
to investors.
28. Bryant and BUCF prepared
and issued monthly account statements ("Account
Statement(s)")
to BUCF investors which falsely identified, among other things, an investor's
supposed
"Escrow Capital Balance," "Calculated Account Balance," and "Accumulated Account
Balance."
3
29. Investors based their understanding about the safety of their investment, the
location and application
of their funds, and the source of their monthly payments, on Bryant's
oral promises and the information they received in the BUCF Partnership Agreement and the
1
The bracketed numbers in this excerpt of the BUCF Partnership Agreement changed for each investor to reflect the
actual capital contribution by the respective investors as well as the associated distributions and date
of initial
distribution.
2
The BUCF Partnership Agreements evolved over the course of the scheme in some respects. For example, while
most
of the agreements guaranteed returns of 30% per year, some agreements promised 42% returns for the first
year or even throughout the Ii fe of the investment.
3
In January 2017, BUCF and Bryant changed the "Escrow Capital Balance" to "Equity Balance."
SEC v. Bryant, et al.
Complaint -Page 8

monthly Account Statements.
C. BUCF KNOWINGLY FAILS TO ESCROW INVESTOR FuNDS, AND INSTEAD DIRECTS
FuNDS TOW AMMEL GROUP WITHOUT INVESTORS' KNOWLEDGE OR APPROVAL
30. Unbeknownst to investors, Bryant knowingly disregarded the promises and
representations he and
BUCF made to investors about the security and use of investment funds,
and instead directed the majority
of investor capital to an undisclosed third-party, Wammel
Group. This was not an authorized or disclosed use
of investor funds.
31. Wammel formed Wammel Group in or around September 2006 and is its sole
officer, manager, decision-maker, and employee. Wammel opened, maintained, and has sole
signatory authority over Wammel Group's financial accounts. Hence, Warnmel and Wammel
Group's interests and activities were, and are, one and the same and their interests are, and
always have been aligned.
32. Wammel Group invests in various businesses, but the vast majority
of Warnmel
Group's capital is used
to trade securities, primarily options on index funds.
33. Wammel Group has at least 17 individual and entity investors (including BUCF)
with combined capital contributions of approximately $44. 7 million (including the $16. l  million
Bryant transferred
to it from unwitting BUCF investors).
34. From July 12, 2011 to April 30, 2017, BUCF transferred approximately $16.1
million
of its investors' funds to Wammel Group, without investors' consent or knowledge.
Wammel Group made monthly distributions
to Bryant of approximately 3% of the BUCF assets
held by Wammel.
Since July 2011, Wammel has distributed a  total of approximately $15.8
million
to BUCF.
35. Wammel Group's investment revenues are far less than the sums it has distributed
to BUCF. Wammel Group's total options trading receipts from 2011 through 2016 amounted to
SEC v. Bryant, et al.
Complaint -Page 9

10
only about $5.9 million and, since 2010, it has received less than $300,000 from its other
investments in, among other things, cars
and real estate. Hence while Wammel Group distributed
$15.8 million to
BUCF as purported investment returns, those sums were in fact comprised of
limited earnings from options trading and other investments, ill-gotten BUCF investor funds
received from
BUCF, and funds obtained from Wammel Group's other, non-BUCF investors.
36. Based on the bank records, Wammel and Wammel Group have no other source
of
cash to support the level of distributions made.
37. Wammel Group ceased tendering monthly distributions to
BUCF on or about
April
1, 2017, soon after the Commission subpoenaed W ammel and W ammel Group for
documents related
to the relationship with Bryant and BUCF. In April 2017, Wammel withdrew
at least
$385,000 from Wammel Group options trading accounts he controls and which contain,
or contained, ill-gotten gains obtained from investors.
D. DEFENDANTS MADE MATERIAL MISREPRESENTATIONS AND OMISSIONS
38. In the BUCF Partnership Agreements, Account Statements, and in oral
representations
to investors and prospective investors, Bryant and BUCF made materially
misleading statements and omitted material facts necessary
to make the statements they made, in
the light
of the circumstances under which they were made, not misleading with regard to,
among other things, (1) the nature
of BUCF's business operations; (2) the risk associated with
investing with
BUCF; (3) the use of investor proceeds; and (4) the source of investor returns.
1. BUCF's Business Operations
39. Bryant and BUCF orally made materially misleading statements regarding the
nature
of BUCF's business operations. Bryant and BUCF represented to investors that their
funds would be used to facilitate the funding
of mortgage loans. More specifically, Bryant and
BUCF explained that BUCF would fund mortgages, and that those mortgages would be
SEC v. Bryant, et al.
Complaint-Page 10

Case 4:17-cv-00336-ALM *SEALED* Document 1 Filed 05/15/17 Page 11of20 PagelD #:
11
immediately sold to third party banks and servicers in exchange for a fixed fee. Investor funds,
according to Bryant and
BUCF, would always sit safely in secure escrow accounts and be used
for the
sole purpose of securing a line of credit from an unnamed hedge fund with which BUCF
would fund the mortgages. On this basis, Bryant claimed BUCF would make 30% distributions
to investors without exposing the investors' capital
to any risk. Based on these representations,
investors reasonably believed that their investments with
BUCF were used solely in connection
with BUCF's work in the short-term mortgage lending industry. Investors relied on Bryant and
BUCF's representations to decide whether
to invest with BUCF.
40.
Defendants' representations were fabrications. Defendants never placed investor
funds
in secure escrow accounts. They did not conduct any of the investment-related operations
Bryant claimed they would. Instead,
BUCF secretly directed approximately 71 % of the monies
invested-$16. l million-to Wammel Group between 2011 and 2017 for speculative securities
and options trading, without
BUCF investors' knowledge or consent.
41. Unbeknownst to investors, Bryant and
BUCF spent the remaining 29% of their
money-$6.6million-for other undisclosed and unlawful purposes, including funding Bryant's
extravagant lifestyle and making
Ponzi payments to investors as purported investment returns.
Thus, Bryant and BUCF's representations
to investors as to BUCF's business operations were
materially misleading.
2. Investment Risk
42. Bryant and BUCF made numerous materially misleading statements regarding the
risk(s) associated with investing in
BUCF. More specifically, in the vast majority of the BUCF
Partnership
Agreements, Bryant and BUCF represented that investor capital would not be put at
any risk but would, instead, be held in a secure escrow account. In addition, Bryant and
BUCF
fabricated and disseminated to investors monthly statements that purported to identify an
SEC v. Bryant, et al.
Complaint -
Page 11

12
investor's "Escrow Capital Balance," "Calculated Account Balance," and "Accumulated
Account Balance," all of which falsely conveyed that the investor's capital was, in fact, sitting in
a secure escrow account.
In addition, Bryant orally and in the BUCF Partnership Agreements
promised that investors' funds would not be put
at risk. Based on these representations,
investors believed that their investments with
BUCF were safe and bore no or relatively low risk.
43. Bryant and
BUCF knew that their representations concerning the risks of
investing, or lack thereof, were false. Their investors' capital was never stored in a  secured
escrow account. In fact,
no such escrow account(s) ever existed. Instead, Bryant and BUCF
deposited investor capital into a single BUCF checking account, where they comingled investor
funds with whatever other money
BUCF held in its accounts. Bryant then either transferred
those commingled
fund to Wammel Group for its securities and options trading (and later to
Goodspeed and Bryant Jr.) or used it to fund his lifestyle and make Ponzi payments to investors,
which created the misimpression that the payments were returns on no-risk mortgage
investments. Thus, Bryant and
BUCF's representations to investors as to the risks associated
with the investments were materially misleading.
44.
Until recently, BUCF investors had no reason not to believe, based on their
monthly account statements and verbal claims made by Bryant, that their initial investment
monies were still safe in
an escrow account.
3. Misuse of Proceeds
45. Bryant and BUCF made numerous materially false and misleading statements
regarding the use
of investment proceeds. In the BUCF Partnership Agreements, Bryant
represented that the investors' funds would be secured in escrow accounts, and he orally
represented that these funds would be used
as proof of funds for a line of credit. All of this was
untrue. First, investor funds were never escrowed but, as desGribed above, commingled in one
SEC v. Bryant, et al.
Complaint -  Page 12

13
checking account. Further, Defendants intentionally: (a) misappropriated $4.8 million to pay for
Bryant's personal expenses and extravagances;
(b) funneled approximately $16.1 million to
Wammel Group for speculative options and securities trading; (c) sent $1.37 million to
Goodspeed for no apparent legitimate or lawful reason; (d) sent
$140,000 to Bryant Jr. as
purported but unearned investment returns; and (e) made
Ponzi payments to investors. These
uses violated the promises and representations in the
BUCF Partnership Agreement and monthly
account statements, and those made by Bryant orally.
46. As discussed, Bryant spent $4.8 million
of the investors' funds on himself and his
family. In fact, Bryant paid his family's living expenses almost exclusively out
of the same
BUCF bank account into which investors deposited their funds and in which they believed they
would be safely held and never placed at  risk. Bryant's approximate monthly personal expenses
paid with investor funds include, but are not limited to:
• $9,750 (and then $18,000 per month beginning in April of 2016) to rent a  house
in Frisco, Texas;
• $3,500 in lease payments for luxury and other vehicles;
• $1,800 for a housekeeper;
• $3,000 for meals and groceries;
• $3,400 for private school tuition;
• $1,000 for horse riding expenses; and
• $1,200 for an apartment.
Bryant also spent more than
$250,000 to furnish and decorate his rented home.
4. Sour.ce of Investor Returns
47. Bryant orally represented to investors that BUCF's guaranteed 30% per year
distributions would be generated from investments in the mortgage industry, and paid out
monthly to investors. This was false.
BUCF never used investor capital to facilitate the funding
of short-term mortgage loans. Instead, the vast majority of investor capital-nearly $16.1
million or approximately
71 % of all funds raised-was sent to Wammel Group. Prior to their
SEC v. Bryant, et al.
Complaint -  Page 13

14
investments, BUCF investors were not told about Wammel, Warnmel Group, or their
involvement in their investments. Neither Wammel nor Warnmel Group have been involved in
the mortgage industry during the relevant period nor did they offer or
seU investments therein.
48. W ammel Group used the majority
of the $16.1 million of BUCF investor capital it
received, commingled with $28.6 million in funds raised from Warnmel Group's own investors,
to fund speculative options and securities trading.
49. Notwithstanding this misuse
of BUCF investor funds and the fact that Wammel
Group should never have received those funds, Wammel Group's performance in the options
market varied wildly, and over six years it received only $5.9 million from trading. Apart from
options and securities trading, Wammel Group made approximately
$300,000 from other
investments using
BUCF investor monies, including two car dealerships, a boat and RV storage
facility, and two luxury rental
cars-all without BUCF investors' consent, much less their
knowledge. Like Warnmel Group's options trading, these other investments deviate from
BUCF's purported short-term mortgage lending business.
50. Wammel Group's revenues from trading and other activities were not sufficient to
generate BUCF's promised 30% investor returns. While Warnmel Group paid $15.8 million to
BUCF between 2011 and 2017 as purported returns on investments, in reality those funds were
comprised
of (1) the $5.9 million in receipts from Wammel Group's options and securities
trading; and (2) ill-gotten investor funds obtained from
BUCF; and (3) funds raised from
Wammel Group's own,
non-BUCF investors.
51. Bryant and
BUCF were well aware that BUCF's purported revenues did not come
from BUCF's own investments in the mortgage industry, as represented to its investors, since
Bryant alone controlled BUCF's single bank account as well
as the receipt, management, use,
SEC v. Bryant, et al.
Complaint-Page 14

15
and repayment of investor funds.
E. BRYANT AND BUCF CHANGED COURSE WHEN THEY LEARNED OF THE COMMISSION'S
UNDERLYING
INVESTIGATION, BUT THEY CONTINUE TO DEFRAUD NEW AND EXISTING
INVESTORS
J. BUCF Directs Investor Funds to Goodspeed Without Investor Consent or
Knowledge, Putting the Money at Risk
of Loss
52. Bryant learned of the Commission's investigation in December 2016 when the
Commission served Bryant and
BUCF with a  subpoena. Just since January 2017, Bryant and
BUCF have transferred significant sums of investor funds to Goodspeed, who purports to be a
concert promoter and booking agent for well-known entertainers.
53. Between January and March
2017, Bryant and BUCF transferred $1.37 million of
new funds from new and existing investors to Goodspeed. Notations on wire transfer
documentation for these transactions indicate that the funds are to
be used to promote concerts
by Taylor
Swift and Aubrey "Drake" Graham. BUCF investors were never made aware of, and
hence never approved, this purported investment with Goodspeed who according to public
records:
• in 2011 pled guilty to felony theft in excess of $100,000 in Dallas County, Texas in
State of Texas v. Carlos D. Goodspeed, Cause No. F1001270M (194th Judicial
District
Court, Dallas County, Texas), and received deferred adjudication.
• in 2011 was found liable by default judgment for fraud and breach of contract in
connection with a
suppo~ed promise to secure concerts by Aubrey "Drake" Graham
and
"Ciara" Wilson in Howard Smith, Steven Murphy, d!bla 80 's Baby Entertainment
v. Carlos Goodspeed a/kla Golden Child, Jason Rudd alkla Jason Rudd a/kla DJ J
Rudd,
Cause No. DC-10-11923 (filed Sept. 20, 2013, 134th Judicial District Court,
Dallas County, Texas);
• in 2014 was found liable by default judgment for breach of contract in connection
with an agreement
to secure an event with Shawn "Jay-Z" Carter In Michael
Aigbedion
v. Carlos Goodspeed a/kla Sean Phillips dlbla Top Agent Entertainment,
Cause No. CC-14~05445-C (filed Oct. 29, 2014, County Court at Law No. 3, Dallas
County, Texas); and
SEC v. Bryant, et al.
Complaint -Page 15

16
• is a named defendant in ongoing litigation alleging Goodspeed committed fraud and
other violations in connection with promising to promote events with Tremaine "Trey
Songz" Neverson, among others, in
• Rachel Morgan and Art B4 Commerce, LLC v. Sean Phillips
4
and
Sean Phillips d!b/a Top Agent Entertainment, Cause No. CC-16-03340
(filed July 6, 2016, County Court at Law No. 3, Dallas County,
Texas); and
• Evelina Smith v. Carl Phillip, alk!a Carlos DeSean Goodspeed, alk!a
Sean Phillips,
alkla Top Agent Entertainment, Cause No. DC-17-
03198 (filed March 15, 2017, 101st Judicial District Court of Dallas
County, Texas).
2. BUCF Directs Investor Funds to Bryant Jr
54. In April 2017, Bryant and BUCF diverted $140,000 to Bryant's father, Bryant Jr.,
who is  an early
BUCF investor. Bryant, Jr. has no legitimate claim to these funds, and there is
no legitimate purpose for the transfers, much less any indication that they were in furtherance of
BUCF's stated short-term mortgage lending investment program.
55.
At the time of the $140,000 payment, BUCF had already paid Bryant's father as
more than he invested
in BUCF, making Bryant, Jr. one of a  handful of BUCF's investors who
have received funds in excess
of their initial investment. Further, BUCF's $140,000 payment to
Bryant Jr. in April
2017, which was made by two cashier's checks for $20,000 and $120,000,
was far more than Bryant Jr. 's highest monthly distribution of $16, 750.
v.
CLAIMS FOR RELIEF
FIRST CLAIM FOR RELIEF
Fraud in the Off er or Sale Of Securities in
Violation of Section 17(a) of the Securities Act 115 U.S.C. § 77q(a)]
56. Plaintiff Commission re-alleges and incorporates paragraphs 1 through 55
of this
Complaint by reference as
if set forth verbatim in this Claim.
4
"Sean Phillips" is a known alias of Goodspeed.
SEC v. Bryant, et al.
Complaint -  Page 16

17
57. Defendants Bryant and BUCF directly or indirectly, singly or in concert with
others, in the offer
or sale of securities, by use of the means and instrumentalities of interstate
commerce
or by use of the mails have: (a) employed devices, schemes, and artifices to defraud?
(b) obtained money or property by means of untrue statements of a material fact and omitted to
state a material fact necessary in order to make the statements made, in light
of the circumstances
under which they were made, not misleading; and (c) engaged in transactions, practices, and
courses
of business which operate or would operate as a fraud and deceit upon the purchasers.
58. With respect to violations
of Securities Act Section 17(a)(l), Defendants Bryant
and
BUCF engaged in the foregoing conduct and made the foregoing untrue and misleading
statements knowingly
or with severe recklessness.
59. With respect to violations
of Securities Act Sections 17(a)(2), Defendants Bryant
and
BUCF knew or should have known that they obtained money or property by means of untrue
statements
of a material fact and omitted to state a material fact necessary in order to make the
statements made, in light
of the circumstances under which they were made, not misleading.
60. With respect to violations of Securities Act Sections l 7{a)(3), Defendants Bryant
and
BUCF knew or should have known that they engaged in transactions, practices, and courses
of business which operated or would operate as a fraud and deceit upon the purchasers.
61. For these reasons, Defendants Bryant and
BUCF have violated and, unless
enjoined, will continue to violate
Securities Act Section l 7{a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in Connection With the Purchase and Sale of Securities
Violation
of Section lO(b) of the Exchange Act and Rule lOb-5 Thereunder
[15 U.S.C. § 78j{b) and 17 C.F.R. § 240.lOb-5]
62. Plaintiff Commission re-alleges and incorporates paragraphs 1 through 55 of this
Complaint by reference as
if set forth verbatim in this Claim.
SEC v. Bryant, et al.
Complaint -Page 17

18
63. Defendants Bryant and
BUCF, directly or indirectly, singly or in concert with
others, in connection with the purchase or sale
of securities, by use of the means and
instrumentalities
of interstate commerce or by use of the mails have: (a) employed devices,
schemes, and artifices
to defraud; (b) made untrue statements of a material fact and omitted to
state a material fact necessary in order to make the statements made,
in light of the circumstances
under which they were made, not misleading; and (c) engaged in acts, practices, and courses
of
business which operate or would operate as a  fraud and deceit upon purchasers, prospective
purchasers, and any other persons.
64. Defendants Bryant and BUCF engaged in the above-referenced conduct and made
the above-referenced untrue and misleading statements knowingly
or with severe recklessness.
65. For these reasons, Defendants Bryant and
BUCF violated and, unless enjoined,
will continue to violate Exchange Act Section lO(b) [15 U.S.C. § 78j(b)] and Rule lOb-5 [17
C.F.R. § 240. lOb-5].
VI.
RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests that the Court:
1. Temporarily restrain, and preliminarily and permanently enjoin, Defendants
Bryant and
BUCF from violating Securities Act Section 17(a) and Exchange Act Section lO(b)
and Rule 1
Ob-5 thereunder;
2. Enter an order immediately freezing the assets of Bryant and BUCF, directing that
all financial
or depository institutions comply with such order;
3. Order Bryant and BUCF to each provide an interim accounting, under oath, for the
period from January
1, 2010 through the date of the accounting.
4. Order that Bryant and BUCF be restrained and enjoined from destroying, removing,
SEC v. Bryant, et al.
Complaint -  Page 18

19
mutilating, altering, concealing, or disposing of, in any manner, any of their books and records or
documents relating to the matters set
forth in the Complaint, or the books and records and such
documents
of any entities under their control, until further order of this Court;
5. Enter an order allowing the parties
to engage in expedited discovery, including
immediately serving discovery requests upon the parties and requiring the parties to respond to
such discovery requests in an expedited fashion;
6. Order the appointment of a  Receiver for Bryant and BUCF, for the benefit of
investors, to marshal, conserve, protect, and hold funds and assets obtained by Bryant or BUCF and
their agents, co-conspirators, and others involved
in the scheme alleged in the Complaint, wherever
such assets may be found.
7. Order Bryant, BUCF, Wammel, Wammel Group, Goodspeed, and Bryant, Jr. to
disgorge an amount equal to the funds and benefits obtained unlawfully
by each, or the amount
which each party is otherwise found jointly and severally liable to disgorge,
or to which each
such party otherwise has
no legitimate claim, as a result of the violations alleged, plus
prejudgment interest on that amount;
8. Order Bryant and BUCF to each pay a civil money penalty in an amount
determined
by the Court under Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange
Act
Section 2l(d) [15 U.S.C. § 78u(d)] for the violations alleged herein; and
9. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
10. Order such other relief as this Court may deem just and proper.
SEC v. Bryant, et al.
Complaint
-Page 19

20
Dated: May 15, 2017
SEC v. Bryant, et al.
Complaint -
Page 20
~
JASON P. REINSCH
Texas Bar No. 24040120
JESSICA
B. MAGEE
Texas Bar No. 24037757
United States Securities and Exchange Commission
Fort Worth Regional Office
Burnett Plaza,
Suite 1900
801 Cherry Street, Unit #18
Fort Worth,
TX 76102-6882
Ph: 817-900-2601 Upr)
Fax:917-978-4927
[email protected]'
[email protected]
ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION

Case 4:17-cv-00336-ALM *SEALED* Document 1 Filed 05/15/17 Page 1of20 PagelD #: 1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF TEXAS 

SHERMAN DIVISION 

SECURITIES AND EXCHANGE COMMISSION 

Plaintiff, 

V. 

THURMAN P. BRYAt~T, III, and 
BRYANT UNITED CAPITAL FUNDING, INC. 

ARTHUR F. W AMiVIEL, 
\VAMMEL GROUP, LLC, 
THURMAN P. BRYANT, JR., 

Defendants, 

CARLOS GOODSPEED a/k/a SEAN PHILLIPS 
d/b/a TOP AGENT ENTERT AI NM ENT d/b/a 
MR. TOP AGENT ENTERTAINMENT 

Relief Defendants. 

COMPLAINT 

Civil Action No.: 

FILED UNDER SEAL 

Plaintiff Securities and Exchange Commission ("Commission") files this Complaint 

against Defendants Thunnan P. Bryant, III ("Bryant") and his company Bryant United Capital 

Funding, Inc. ("BUCF") (collectively "Defendants") and Relief Defendants Arthur F. Wammel 

("Wammel"), his company Wamme1 Group, LLC ("Wammel Group"), Carlos Goodspeed a/k/a 

Sean Phillips d/b/a Top Agent Entertainment d/b/a Mr. Top Agent Entertainment ("Goodspeed"), 

and Thurman P. Bryant, Jr. ("Bryant, Jr.") (Wammel, Wammel Group, Goodspeed, and Bryant, 

Jr. collectively, "Relief Defendants"), and alleges the following: 

SEC v. Bryunt, et aL 
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I. 
SUMMARY 

1. The Commission files this emergency action to halt an ongoing investment 

scheme and securities fraud being perpetrated on approximately 100 unsuspecting investors by 

Bryant and BUCF. These investors are being actively defrauded. 

2. Since at least March 2011, BUCF and Bryant, BUCF's CEO and President, have 

raised approximately $22. 7 million from approximately l 00 investors in Texas and other states, 

through materially false and misleading statements and omissions. In fact, BUCF and Bryant 

have raised approximately $1.4 million since January 2017 alone. Among other things, BUCF 

and Bryant promised investors guaranteed minimum annual returns of 30% on risk-free 

investments Bryant represented he would make in the mortgage industry. 

3. Specifically, Bryant and BUCF promised investors their funds would be safely 

preserved in a secure escrow account and used for the sole purpose of serving as proof of funds 

to enable BUCF to secure a line of credit with which to pursue a mortgage-related investment 

program. As Bryant and BUCF knew, these promises were false. No secure escrow accounts 

existed, and there was no mortgage-related investment program. In reality, and directly contrary 

to representations they made, Defendants commingled investor funds in a single deposit account 

controlled by Bryant, from which he, among other things, (a) funneled approximately $16.l 

million to Wammel and Wammel Group; (b) misappropriated $4.8 million to fund his personal 

living expenses; (c) transferred $1.37 million to Goodspeed; and (d) paid out at least $140,000 

to Bryant, Jr., all without investors' consent or knowledge. 

4. To date, BUCF has paid approximately $16.8 million to its investors in the form 

of purported investment returns and, for certain investors, significant referral fees for identifying 

new investors. BUCF has never used investor monies as Bryant claimed it would, and monies 

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paid out as referral fees and supposed profits on investments are, rather, misappropriated monies 

sourced from other investors, including Ponzi payments. 

5. For their part, Wammel and Wammel Group received BUCF investor funds and 

commingled them with money raised from Wammel Group's own, non-BUCF investors in order 

to (a) make distributions to BUCF; (b) make distributions to Wammel Group's investors; and (c) 

fund high-risk investment schemes, including speculative options trading by Wammel since at 

least 2011. BUCF's investors were never told of, and hence never approved of, Wammel 

'Group's involvement or its use of their funds. Wammel Group does not have, and never has had, 

any legitimate claim to the funds it received from BUCF. 

6. Notwithstanding the facts that (a) Defendants never disclosed to investors that 

their funds would be transferred to Wammel and Wammel Group; and (b) Wammel and 

Wammel Group should never have received the funds in the first place, Wammel Group's 

options trading receipts from 2011 through 2016 totaled only about $5.9 million-well short of 

the sum required to pay BUCF investors the 30% returns they were promised. To date, Wammel 

Group has paid $15.8 million to BUCF, comprised of funds received from BUCF, funds raised 

from Wammel Group's non-BUCF investors, its limited trading profits, and other sources-all of 

which Wammel Group commingled. As recently as April 2017, Wammel removed 

approximately $385,000 from options trading accounts under his control and in which BUCF 

investor funds were received. 

7. Since January 2017 alone, Bryant and BUCF have solicited and accepted 

additional investments from unknowing investors totaling approximately $1.4 million. However, 

since becoming aware of the Commission's investigation in December 2016, Defendants have 

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pivoted their behavior and handling of investor funds, and no longer appear to be funneling 

money to Wammel Group. 

8. Unbeknownst to BUCF investors, Bryant and BUCF have transferred $1.37 

million of investor funds to Goodspeed since January 2017. Goodspeed, doing business as Top 

Agent Entertainment, purports to be a concert promoter and booking agent for entertainers like 

Taylor Swift and Aubrey "Drake" Graham. Bryant intentionally or at least recklessly put BUCF 

investor funds at risk by transferring them to Goodspeed, not only because doing so violated his 

express promises to investors about how their money would be used, but also because even a 

rudimentary review of Goodspeed's background online and in public records would have 

revealed relevant concerns about his track record and reputation. Goodspeed provided no 

services or consideration in exchange for these funds, and has no legitimate claim to monies 

which were misappropriated from unwitting investors who were promised a no-risk investment 

in the mortgage industry in which their principal would be protected against loss in secured 

escrow accounts. 

9. As recently as April 2017, BUCF transferred $140,000 to Bryant's father, Bryant, 

Jr. While Bryant, Jr. is a BUCF investor, his monthly distributions since December of 2014 have 

never exceeded $16,750. The sums paid to Bryant, Jr. are not returns on investments in the 

mortgage industry, and Bryant Jr. has no legitimate claims to these funds. 

II. 
DEFENDANTS 

A. DEFENDANTS 

1 O. Bryant, age 44, is a resident of Frisco, Texas and is the CEO and President of 

BUCF. 

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11. BUCF was formed as a Texas corporation in June 2011 and has its principal place 

of business in Katy, Texas. 

B. RELIEF DEFENDANTS 

12. Wammel, age 44, is a resident of Kemah, Texas and is the CEO of Warnmel 

Group. Together with Wammel Group, Wammel received approximately $16.1 million in 

BUCF investor funds to which he has no legitimate or lawful claim. 

13. Wammel Group is a Texas limited liability company with its principal place of 

business in Kemah, Texas. Together with Wammel, Wammel Group received approximately 

$16.1 million in BUCF investor funds to which it has no legitimate or lawful claim. 

14. Goodspeed, age 36, is a resident of Addison, Texas. Goodspeed received $1.37 

million in BUCF investor funds to which he has no legitimate or lawful claim. 

15. Bryant, Jr. ("Bryant Jr."), age 67, is a resident of Golden, Colorado and is 

Bryant's father. Bryant, Jr. received $140,000 in BUCF investor funds to which he has no 

legitimate or lawful claim. 

III. 
JURISDICTION AND VENUE 

16. The Commission brings this action under Securities Act Section 20(b) [15 U.S.C. 

§ 77t(b)] and Exchange Act Section 2l(d) [15 U.S.C. § 78u(d)], seeking to restrain and enjoin 

the Defendants temporarily, preliminarily, and permanently from engaging in such acts and 

practices as alleged herein. 

17. This Court has jurisdiction over this action under Securities Act Section 22(a) [15 

U.S.C. § 77v(a)] and Exchange Act Sections 21(e) and 27 [15 U.S.C. §§ 78u(e) and 78aa]. Each 

of the investments offered and sold as described in this Complaint is an investment contract and, 

therefore, a "security" as that term is defined under Securities Act Section 2(a)(l) [15 U.S. C. § 

SEC v. Bryant, et al. 
Complaint - Page 5 



Case 4:17-cv-00336-ALM *SEALED* Document 1 Filed 05/15/17 Page 6 of 20 PagelD #: 6 

77b(a)(l)] and Exchange Act Section 3(a)(10) [5 U.S. C. § 78c(a)(10)]. 

18. Bryant and BUCF, directly and indirectly, made use of the mails or of the means 

and instrumentalities of interstate commerce in connection with the transactions, acts, practices, 

and courses of business described in this complaint. 

19. Venue is proper because transactions, acts, practices, and courses of business 

described in this complaint occurred within this federal district. 

IV. 
FACTUAL ALLEGATIONS 

A. DEFENDANTS FALSELY PROMISED A GUARANTEED, No-RISK INVESTMENT IN BUCF 

20. Bryant formed BUCF in or around June 2011 and is, and always has been, 

BUCF's sole officer, manager, decision-maker, and employee. Bryant opened, maintained, and 

has sole signatory authority over BUCF's single bank account. Hence, Bryant and BUCF's 

interests and activities were, and are, one and the same and their interests are, and always have 

been aligned. 

21. In early 2011, Bryant began raising money from investors, beginning first with his 

father, Bryant, Jr. BUCF's earliest investors were supposed family and friends, though the 

investor count grew over time through word-of-mouth marketing. Today BUCF has 

approximately 100 investors located in Texas and other states, including at least two 

international investors. Defendants did not promote the BUCF investment opportunity through 

written offering documents. Rather, Bryant or existing BUCF investors would orally share the 

investment opportunity to potential investors. Existing BUCF investors encouraged potential 

investors to contact Bryant directly to learn about BUCF's purported investment. 

22. Bryant encouraged existing investors to market the BUCF investment by paying 

them sizeable referral bonuses. The purported referral bonuses varied in amount from investor to 

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Complaint - Page 6 



Case 4:17-cv-00336-ALM *SEALED* Document 1 Filed 05/15/17 Page 7 of 20 PagelD #: 7 

investor and were paid on a recurring basis, in that BUCF continued to pay referral bonuses to 

investors month after month, even for a single referral. 

23. Once a potential investor contacted Bryant, Bryant pitched the investor on the 

opportunity, orally representing, among other things, that investor funds would be protected in 

segregated escrow accounts and used solely to serve as "proof of funds" for BUCF to secure a 

line of credit from a hedge fund. Bryant further represented that BUCF would use the line of 

credit to fund short-term mortgage loans, which long-term lenders would quickly purchase in 

exchange for a set fee paid to BUCF. Furthermore, Bryant promised investors, orally and in 

partnership agreements, that their investment bore no risk and was guaranteed to generate 2.5% 

monthly returns for a total of 30% annually. 

B. BUCF's PARTNERSHIP AGREEMENTS AND ACCOUNT STATEMENTS 

24. Even though BUCF is a corporation, Bryant and BUCF sold investors-and 

continue to sell-limited partnership interests in BUCF, documented by the Limited Partnership 

Agreement of Bryant United Capital Funding (the "BUCF Partnership Agreement"), which 

designates BUCF as the managing partner. 

25. The BUCF Partnership Agreement specifies that BUCF, subject to very limited 

exceptions, "shall have full, exclusive and complete authority and discretion in the management 

and control of the Partnership business [ ... ] and shall make all decisions affecting the business of 

the Partnership." 

26. The BUCF Partnership Agreement defines the purpose of the partnership as "the 

return on the equity promised herein[.]" Section 6.2.1 of the BUCF Partnership Agreement 

specifically states that: 

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Complaint - Page 7 



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Initial Preserved Capital [$ 1 with the guaranteed annual 
Distributions of ($ ] (USD) or monthly distribution rate of 
[$ ] (USD) starting on [ ], and will remain such return 
throughout the life of the investment. Any or all reinvested capital 
will grow at a 30% per rate and maintain the 30% Growth per year 
until "Limited Partner(s)" elects to remove Capital investment 
amount in full. All initial investment and any and all reinvested 
growth are retained in a secure escrow account for the benefit of 
the Limited Partner. No risk to capital account is expressed or 
implied by General/Managing Partner.2 

27. After executing the BUCF Partnership Agreement, Bryant provided investors 

instructions for tendering their investment funds, and investors transferred their funds to BUCF 

by wire transfer or check. Investor distributions made pursuant to the BUCF Partnership 

Agreement typically began on the second month following the execution of the Partnership 

Agreement. This conduct reinforced Bryant's representation about BUCF's financial 

wherewithal and its ability to pay sizeable returns to investors. 

28. Bryant and BUCF prepared and issued monthly account statements ("Account 

Statement(s)") to BUCF investors which falsely identified, among other things, an investor's 

supposed "Escrow Capital Balance," "Calculated Account Balance," and "Accumulated Account 

Balance."3 

29. Investors based their understanding about the safety of their investment, the 

location and application of their funds, and the source of their monthly payments, on Bryant's 

oral promises and the information they received in the BUCF Partnership Agreement and the 

1 The bracketed numbers in this excerpt of the BUCF Partnership Agreement changed for each investor to reflect the 
actual capital contribution by the respective investors as well as the associated distributions and date of initial 
distribution. 

2 The BUCF Partnership Agreements evolved over the course of the scheme in some respects. For example, while 
most of the agreements guaranteed returns of 30% per year, some agreements promised 42% returns for the first 
year or even throughout the Ii fe of the investment. 

3 In January 2017, BUCF and Bryant changed the "Escrow Capital Balance" to "Equity Balance." 

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Complaint - Page 8 



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monthly Account Statements. 

C. BUCF KNOWINGLY FAILS TO ESCROW INVESTOR FuNDS, AND INSTEAD DIRECTS 
FuNDS TOW AMMEL GROUP WITHOUT INVESTORS' KNOWLEDGE OR APPROVAL 

30. Unbeknownst to investors, Bryant knowingly disregarded the promises and 

representations he and BUCF made to investors about the security and use of investment funds, 

and instead directed the majority of investor capital to an undisclosed third-party, Wammel 

Group. This was not an authorized or disclosed use of investor funds. 

31. Wammel formed Wammel Group in or around September 2006 and is its sole 

officer, manager, decision-maker, and employee. Wammel opened, maintained, and has sole 

signatory authority over Wammel Group's financial accounts. Hence, Warnmel and Wammel 

Group's interests and activities were, and are, one and the same and their interests are, and 

always have been aligned. 

32. Wammel Group invests in various businesses, but the vast majority of Warnmel 

Group's capital is used to trade securities, primarily options on index funds. 

33. Wammel Group has at least 17 individual and entity investors (including BUCF) 

with combined capital contributions of approximately $44. 7 million (including the $16. l million 

Bryant transferred to it from unwitting BUCF investors). 

34. From July 12, 2011 to April 30, 2017, BUCF transferred approximately $16.1 

million of its investors' funds to Wammel Group, without investors' consent or knowledge. 

Wammel Group made monthly distributions to Bryant of approximately 3% of the BUCF assets 

held by Wammel. Since July 2011, Wammel has distributed a total of approximately $15.8 

million to BUCF. 

35. Wammel Group's investment revenues are far less than the sums it has distributed 

to BUCF. Wammel Group's total options trading receipts from 2011 through 2016 amounted to 

SEC v. Bryant, et al. 
Complaint - Page 9 



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10 

only about $5.9 million and, since 2010, it has received less than $300,000 from its other 

investments in, among other things, cars and real estate. Hence while Wammel Group distributed 

$15.8 million to BUCF as purported investment returns, those sums were in fact comprised of 

limited earnings from options trading and other investments, ill-gotten BUCF investor funds 

received from BUCF, and funds obtained from Wammel Group's other, non-BUCF investors. 

36. Based on the bank records, Wammel and Wammel Group have no other source of 

cash to support the level of distributions made. 

37. Wammel Group ceased tendering monthly distributions to BUCF on or about 

April 1, 2017, soon after the Commission subpoenaed W ammel and W ammel Group for 

documents related to the relationship with Bryant and BUCF. In April 2017, Wammel withdrew 

at least $385,000 from Wammel Group options trading accounts he controls and which contain, 

or contained, ill-gotten gains obtained from investors. 

D. DEFENDANTS MADE MATERIAL MISREPRESENTATIONS AND OMISSIONS 

38. In the BUCF Partnership Agreements, Account Statements, and in oral 

representations to investors and prospective investors, Bryant and BUCF made materially 

misleading statements and omitted material facts necessary to make the statements they made, in 

the light of the circumstances under which they were made, not misleading with regard to, 

among other things, (1) the nature of BUCF's business operations; (2) the risk associated with 

investing with BUCF; (3) the use of investor proceeds; and (4) the source of investor returns. 

1. BUCF's Business Operations 

39. Bryant and BUCF orally made materially misleading statements regarding the 

nature of BUCF's business operations. Bryant and BUCF represented to investors that their 

funds would be used to facilitate the funding of mortgage loans. More specifically, Bryant and 

BUCF explained that BUCF would fund mortgages, and that those mortgages would be 

SEC v. Bryant, et al. 
Complaint- Page 10 



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11 

immediately sold to third party banks and servicers in exchange for a fixed fee. Investor funds, 

according to Bryant and BUCF, would always sit safely in secure escrow accounts and be used 

for the sole purpose of securing a line of credit from an unnamed hedge fund with which BUCF 

would fund the mortgages. On this basis, Bryant claimed BUCF would make 30% distributions 

to investors without exposing the investors' capital to any risk. Based on these representations, 

investors reasonably believed that their investments with BUCF were used solely in connection 

with BUCF's work in the short-term mortgage lending industry. Investors relied on Bryant and 

BUCF's representations to decide whether to invest with BUCF. 

40. Defendants' representations were fabrications. Defendants never placed investor 

funds in secure escrow accounts. They did not conduct any of the investment-related operations 

Bryant claimed they would. Instead, BUCF secretly directed approximately 71 % of the monies 

invested- $16. l million-to Wammel Group between 2011 and 2017 for speculative securities 

and options trading, without BUCF investors' knowledge or consent. 

41. Unbeknownst to investors, Bryant and BUCF spent the remaining 29% of their 

money-$6.6million- for other undisclosed and unlawful purposes, including funding Bryant's 

extravagant lifestyle and making Ponzi payments to investors as purported investment returns. 

Thus, Bryant and BUCF's representations to investors as to BUCF's business operations were 

materially misleading. 

2. Investment Risk 

42. Bryant and BUCF made numerous materially misleading statements regarding the 

risk(s) associated with investing in BUCF. More specifically, in the vast majority of the BUCF 

Partnership Agreements, Bryant and BUCF represented that investor capital would not be put at 

any risk but would, instead, be held in a secure escrow account. In addition, Bryant and BUCF 

fabricated and disseminated to investors monthly statements that purported to identify an 

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12 

investor's "Escrow Capital Balance," "Calculated Account Balance," and "Accumulated 

Account Balance," all of which falsely conveyed that the investor's capital was, in fact, sitting in 

a secure escrow account. In addition, Bryant orally and in the BUCF Partnership Agreements 

promised that investors' funds would not be put at risk. Based on these representations, 

investors believed that their investments with BUCF were safe and bore no or relatively low risk. 

43. Bryant and BUCF knew that their representations concerning the risks of 

investing, or lack thereof, were false. Their investors' capital was never stored in a secured 

escrow account. In fact, no such escrow account(s) ever existed. Instead, Bryant and BUCF 

deposited investor capital into a single BUCF checking account, where they comingled investor 

funds with whatever other money BUCF held in its accounts. Bryant then either transferred 

those commingled fund to Wammel Group for its securities and options trading (and later to 

Goodspeed and Bryant Jr.) or used it to fund his lifestyle and make Ponzi payments to investors, 

which created the misimpression that the payments were returns on no-risk mortgage 

investments. Thus, Bryant and BUCF's representations to investors as to the risks associated 

with the investments were materially misleading. 

44. Until recently, BUCF investors had no reason not to believe, based on their 

monthly account statements and verbal claims made by Bryant, that their initial investment 

monies were still safe in an escrow account. 

3. Misuse of Proceeds 

45. Bryant and BUCF made numerous materially false and misleading statements 

regarding the use of investment proceeds. In the BUCF Partnership Agreements, Bryant 

represented that the investors' funds would be secured in escrow accounts, and he orally 

represented that these funds would be used as proof of funds for a line of credit. All of this was 

untrue. First, investor funds were never escrowed but, as desGribed above, commingled in one 

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13 

checking account. Further, Defendants intentionally: (a) misappropriated $4.8 million to pay for 

Bryant's personal expenses and extravagances; (b) funneled approximately $16.1 million to 

Wammel Group for speculative options and securities trading; (c) sent $1.37 million to 

Goodspeed for no apparent legitimate or lawful reason; (d) sent $140,000 to Bryant Jr. as 

purported but unearned investment returns; and (e) made Ponzi payments to investors. These 

uses violated the promises and representations in the BUCF Partnership Agreement and monthly 

account statements, and those made by Bryant orally. 

46. As discussed, Bryant spent $4.8 million of the investors' funds on himself and his 

family. In fact, Bryant paid his family's living expenses almost exclusively out of the same 

BUCF bank account into which investors deposited their funds and in which they believed they 

would be safely held and never placed at risk. Bryant's approximate monthly personal expenses 

paid with investor funds include, but are not limited to: 

• $9,750 (and then $18,000 per month beginning in April of 2016) to rent a house 
in Frisco, Texas; 

• $3,500 in lease payments for luxury and other vehicles; 
• $1,800 for a housekeeper; 
• $3,000 for meals and groceries; 
• $3,400 for private school tuition; 
• $1,000 for horse riding expenses; and 
• $1,200 for an apartment. 

Bryant also spent more than $250,000 to furnish and decorate his rented home. 

4. Sour.ce of Investor Returns 

47. Bryant orally represented to investors that BUCF's guaranteed 30% per year 

distributions would be generated from investments in the mortgage industry, and paid out 

monthly to investors. This was false. BUCF never used investor capital to facilitate the funding 

of short-term mortgage loans. Instead, the vast majority of investor capital-nearly $16.1 

million or approximately 71 % of all funds raised-was sent to Wammel Group. Prior to their 

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investments, BUCF investors were not told about Wammel, Warnmel Group, or their 

involvement in their investments. Neither Wammel nor Warnmel Group have been involved in 

the mortgage industry during the relevant period nor did they offer or seU investments therein. 

48. W ammel Group used the majority of the $16.1 million of BUCF investor capital it 

received, commingled with $28.6 million in funds raised from Warnmel Group's own investors, 

to fund speculative options and securities trading. 

49. Notwithstanding this misuse of BUCF investor funds and the fact that Wammel 

Group should never have received those funds, Wammel Group's performance in the options 

market varied wildly, and over six years it received only $5.9 million from trading. Apart from 

options and securities trading, Wammel Group made approximately $300,000 from other 

investments using BUCF investor monies, including two car dealerships, a boat and RV storage 

facility, and two luxury rental cars-all without BUCF investors' consent, much less their 

knowledge. Like Warnmel Group's options trading, these other investments deviate from 

BUCF's purported short-term mortgage lending business. 

50. Wammel Group's revenues from trading and other activities were not sufficient to 

generate BUCF's promised 30% investor returns. While Warnmel Group paid $15.8 million to 

BUCF between 2011 and 2017 as purported returns on investments, in reality those funds were 

comprised of (1) the $5.9 million in receipts from Wammel Group's options and securities 

trading; and (2) ill-gotten investor funds obtained from BUCF; and (3) funds raised from 

Wammel Group's own, non-BUCF investors. 

51. Bryant and BUCF were well aware that BUCF's purported revenues did not come 

from BUCF's own investments in the mortgage industry, as represented to its investors, since 

Bryant alone controlled BUCF's single bank account as well as the receipt, management, use, 

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and repayment of investor funds. 

E. BRYANT AND BUCF CHANGED COURSE WHEN THEY LEARNED OF THE COMMISSION'S 
UNDERLYING INVESTIGATION, BUT THEY CONTINUE TO DEFRAUD NEW AND EXISTING 
INVESTORS 

J. BUCF Directs Investor Funds to Goodspeed Without Investor Consent or 
Knowledge, Putting the Money at Risk of Loss 

52. Bryant learned of the Commission's investigation in December 2016 when the 

Commission served Bryant and BUCF with a subpoena. Just since January 2017, Bryant and 

BUCF have transferred significant sums of investor funds to Goodspeed, who purports to be a 

concert promoter and booking agent for well-known entertainers. 

53. Between January and March 2017, Bryant and BUCF transferred $1.37 million of 

new funds from new and existing investors to Goodspeed. Notations on wire transfer 

documentation for these transactions indicate that the funds are to be used to promote concerts 

by Taylor Swift and Aubrey "Drake" Graham. BUCF investors were never made aware of, and 

hence never approved, this purported investment with Goodspeed who according to public 

records: 

• in 2011 pled guilty to felony theft in excess of $100,000 in Dallas County, Texas in 
State of Texas v. Carlos D. Goodspeed, Cause No. F1001270M (194th Judicial 
District Court, Dallas County, Texas), and received deferred adjudication. 

• in 2011 was found liable by default judgment for fraud and breach of contract in 
connection with a suppo~ed promise to secure concerts by Aubrey "Drake" Graham 
and "Ciara" Wilson in Howard Smith, Steven Murphy, d!bla 80 's Baby Entertainment 
v. Carlos Goodspeed a/kla Golden Child, Jason Rudd alkla Jason Rudd a/kla DJ J 
Rudd, Cause No. DC-10-11923 (filed Sept. 20, 2013, 134th Judicial District Court, 
Dallas County, Texas); 

• in 2014 was found liable by default judgment for breach of contract in connection 
with an agreement to secure an event with Shawn "Jay-Z" Carter In Michael 
Aigbedion v. Carlos Goodspeed a/kla Sean Phillips dlbla Top Agent Entertainment, 
Cause No. CC-14~05445-C (filed Oct. 29, 2014, County Court at Law No. 3, Dallas 
County, Texas); and 

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• is a named defendant in ongoing litigation alleging Goodspeed committed fraud and 
other violations in connection with promising to promote events with Tremaine "Trey 
Songz" Neverson, among others, in 

• Rachel Morgan and Art B4 Commerce, LLC v. Sean Phillips4 and 
Sean Phillips d!b/a Top Agent Entertainment, Cause No. CC-16-03340 
(filed July 6, 2016, County Court at Law No. 3, Dallas County, 
Texas); and 

• Evelina Smith v. Carl Phillip, alk!a Carlos DeSean Goodspeed, alk!a 
Sean Phillips, alkla Top Agent Entertainment, Cause No. DC-17-
03198 (filed March 15, 2017, 101st Judicial District Court of Dallas 
County, Texas). 

2. BUCF Directs Investor Funds to Bryant Jr 

54. In April 2017, Bryant and BUCF diverted $140,000 to Bryant's father, Bryant Jr., 

who is an early BUCF investor. Bryant, Jr. has no legitimate claim to these funds, and there is 

no legitimate purpose for the transfers, much less any indication that they were in furtherance of 

BUCF's stated short-term mortgage lending investment program. 

55. At the time of the $140,000 payment, BUCF had already paid Bryant's father as 

more than he invested in BUCF, making Bryant, Jr. one of a handful of BUCF's investors who 

have received funds in excess of their initial investment. Further, BUCF's $140,000 payment to 

Bryant Jr. in April 2017, which was made by two cashier's checks for $20,000 and $120,000, 

was far more than Bryant Jr. 's highest monthly distribution of $16, 750. 

v. 
CLAIMS FOR RELIEF 

FIRST CLAIM FOR RELIEF 
Fraud in the Off er or Sale Of Securities in 

Violation of Section 17(a) of the Securities Act 115 U.S.C. § 77q(a)] 

56. Plaintiff Commission re-alleges and incorporates paragraphs 1 through 55 of this 

Complaint by reference as if set forth verbatim in this Claim. 

4 "Sean Phillips" is a known alias of Goodspeed. 

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57. Defendants Bryant and BUCF directly or indirectly, singly or in concert with 

others, in the offer or sale of securities, by use of the means and instrumentalities of interstate 

commerce or by use of the mails have: (a) employed devices, schemes, and artifices to defraud? 

(b) obtained money or property by means of untrue statements of a material fact and omitted to 

state a material fact necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and (c) engaged in transactions, practices, and 

courses of business which operate or would operate as a fraud and deceit upon the purchasers. 

58. With respect to violations of Securities Act Section 17(a)(l), Defendants Bryant 

and BUCF engaged in the foregoing conduct and made the foregoing untrue and misleading 

statements knowingly or with severe recklessness. 

59. With respect to violations of Securities Act Sections 17(a)(2), Defendants Bryant 

and BUCF knew or should have known that they obtained money or property by means of untrue 

statements of a material fact and omitted to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading. 

60. With respect to violations of Securities Act Sections l 7{a)(3), Defendants Bryant 

and BUCF knew or should have known that they engaged in transactions, practices, and courses 

of business which operated or would operate as a fraud and deceit upon the purchasers. 

61. For these reasons, Defendants Bryant and BUCF have violated and, unless 

enjoined, will continue to violate Securities Act Section l 7{a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Fraud in Connection With the Purchase and Sale of Securities 

Violation of Section lO(b) of the Exchange Act and Rule lOb-5 Thereunder 
[15 U.S.C. § 78j{b) and 17 C.F.R. § 240.lOb-5] 

62. Plaintiff Commission re-alleges and incorporates paragraphs 1 through 55 of this 

Complaint by reference as if set forth verbatim in this Claim. 

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63. Defendants Bryant and BUCF, directly or indirectly, singly or in concert with 

others, in connection with the purchase or sale of securities, by use of the means and 

instrumentalities of interstate commerce or by use of the mails have: (a) employed devices, 

schemes, and artifices to defraud; (b) made untrue statements of a material fact and omitted to 

state a material fact necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and (c) engaged in acts, practices, and courses of 

business which operate or would operate as a fraud and deceit upon purchasers, prospective 

purchasers, and any other persons. 

64. Defendants Bryant and BUCF engaged in the above-referenced conduct and made 

the above-referenced untrue and misleading statements knowingly or with severe recklessness. 

65. For these reasons, Defendants Bryant and BUCF violated and, unless enjoined, 

will continue to violate Exchange Act Section lO(b) [15 U.S.C. § 78j(b)] and Rule lOb-5 [17 

C.F.R. § 240. lOb-5]. 

VI. 
RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that the Court: 

1. Temporarily restrain, and preliminarily and permanently enjoin, Defendants 

Bryant and BUCF from violating Securities Act Section 17(a) and Exchange Act Section lO(b) 

and Rule 1 Ob-5 thereunder; 

2. Enter an order immediately freezing the assets of Bryant and BUCF, directing that 

all financial or depository institutions comply with such order; 

3. Order Bryant and BUCF to each provide an interim accounting, under oath, for the 

period from January 1, 2010 through the date of the accounting. 

4. Order that Bryant and BUCF be restrained and enjoined from destroying, removing, 

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mutilating, altering, concealing, or disposing of, in any manner, any of their books and records or 

documents relating to the matters set forth in the Complaint, or the books and records and such 

documents of any entities under their control, until further order of this Court; 

5. Enter an order allowing the parties to engage in expedited discovery, including 

immediately serving discovery requests upon the parties and requiring the parties to respond to 

such discovery requests in an expedited fashion; 

6. Order the appointment of a Receiver for Bryant and BUCF, for the benefit of 

investors, to marshal, conserve, protect, and hold funds and assets obtained by Bryant or BUCF and 

their agents, co-conspirators, and others involved in the scheme alleged in the Complaint, wherever 

such assets may be found. 

7. Order Bryant, BUCF, Wammel, Wammel Group, Goodspeed, and Bryant, Jr. to 

disgorge an amount equal to the funds and benefits obtained unlawfully by each, or the amount 

which each party is otherwise found jointly and severally liable to disgorge, or to which each 

such party otherwise has no legitimate claim, as a result of the violations alleged, plus 

prejudgment interest on that amount; 

8. Order Bryant and BUCF to each pay a civil money penalty in an amount 

determined by the Court under Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange 

Act Section 2l(d) [15 U.S.C. § 78u(d)] for the violations alleged herein; and 

9. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and 

10. Order such other relief as this Court may deem just and proper. 

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Dated: May 15, 2017 

SEC v. Bryant, et al. 
Complaint - Page 20 

~ 
JASON P. REINSCH 
Texas Bar No. 24040120 
JESSICA B. MAGEE 
Texas Bar No. 24037757 

United States Securities and Exchange Commission 
Fort Worth Regional Office 
Burnett Plaza, Suite 1900 
801 Cherry Street, Unit #18 
Fort Worth, TX 76102-6882 
Ph: 817-900-2601 Upr) 
Fax:917-978-4927 
[email protected]' 
[email protected] 

ATTORNEYS FOR PLAINTIFF 
SECURITIES AND EXCHANGE COMMISSION