SEC v. Quest Education L.L.C.; Daniel Blue; David Christopher White; and Keitoh Jordan Spears, No. 2:25-cv-00105, District of Nevada (Jan. 17, 2025) — Complaint

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KRISTIN W. MURNAHAN (Georgia Bar No. 759054)
[email protected]
M. GRAHAM LOOMIS (Georgia Bar No. 457868)
[email protected]

Securities and Exchange Commission
950 E. Paces Ferry Road, NE
Suite 900
Atlanta, GA 30326
Tel: (404) 842-7600
Fax: (404) 842-7666

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

SECURITIES AND EXCHANGE
COMMISSION,

 Plaintiff,
v.

QUEST EDUCATION L.L.C.,
DANIEL BLUE, DAVID
CHRISTOPHER WHITE, and
KEITOH JORDAN SPEARS,

                     Defendants

Case No.:

COMPLAINT

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 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges
as follows:
SUMMARY
1. This case arises out of the participation in the unregistered offer and
sale of securities by Quest Education L.L.C. (“Quest”), its principal, Daniel Blue
(“Blue”), and its employees, David Christopher White (“White”) and Keitoh
Jordan Spears (“Spears”).
2. From October 2019 through at least April 2023 (the “Relevant
Period”), Quest received approximately $2.5 million in commissions—more than
50% of its revenue during that period—from at least eight issuers (the “Securities
Issuers”) in exchange for soliciting Quest customers to invest in the Securities
Issuers’ unregistered securities offerings.
3. Quest touted itself as an investor education company that assisted its
customers in setting up self-directed IRAs and 401(k)s so that they could invest in
alternative investments.
4. A key component of Quest’s business model, and its largest revenue-
driver, was presenting its customers with investments issued by entities that paid
commissions to Quest.
5. These entities typically paid Quest commissions of up to seven
percent of the amount invested by Quest customers.
6. Defendant Blue often worked closely with the entities to understand
their business models and funding needs so that Quest could more effectively
market the entities’ investment opportunities.
7. In presenting investment opportunities to its customers, Quest—
usually through Defendants White and Spears—discussed the entities and the
investment opportunities, often vouching for the legitimacy of the entities and/or
their principals.

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8. Quest also sometimes distributed marketing materials to its customers,
including interviews conducted by Blue with three of the Securities Issuers’
principals.
9. When Quest customers, some of whom were not accredited investors,
decided to invest with entities that paid Quest commissions, Quest processed the
paperwork necessary to authorize the transfer of funds from its customers’ self-
directed IRAs and 401(k)s to the entities.
10. Quest paid White and Spears a portion of the commissions received
from the entities when their customers purchased the entities’ securities.
11. Specifically, White and Spears received a commission of up to one
percent on any security purchased by their respective Quest customers, with each
receiving over $200,000 in commissions between October 2019 and March 2024 in
connection with their customers’ investing with the Securities Issuers.
12. At all relevant times, Defendants were not registered as brokers or
dealers with the Commission nor associated with a broker or dealer registered with
the Commission.
13. None of the Securities Issuers’ offerings were registered with the
Commission.
14. By engaging in this conduct, as further described herein, Defendant
Quest violated and, unless restrained and enjoined by this Court, may continue to
violate Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) [15
U.S.C. §§ 77e(a) & 77e(c)]; and Section 15(a)(1) of the Securities Exchange Act of
1934 (“Exchange Act”) [15 U.S.C. § 78o(a)(1)].
15. By engaging in this conduct, as further described herein, Defendant
Blue violated and, unless restrained and enjoined by this Court, may continue to
violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)];

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and,  both directly and as a control person of Quest, Sections   15(a)(1) and 20(a) of
the Exchange Act [15 U.S.C. §§ 78o(a)(1) & 78t(a)].
16. By engaging in this conduct, as further described herein, Defendant
White violated and, unless restrained and enjoined by this Court, may continue to
violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)];
and Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].
17. By engaging in this conduct, as further described herein, Defendant
Spears violated and, unless restrained and enjoined by this Court, may continue to
violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)];
and Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].
JURISDICTION AND VENUE
18. The Commission brings this action pursuant to Sections 20(b) and
20(d) of the Securities Act [15 U.S.C. §§   77t(b) & 77t(d )] and Sections 21(d) and
21(e) of the Exchange Act [15 U.S.C. §§ 78u(d) & 78u(e)] to enjoin such acts,
practices, and courses of business, and to obtain disgorgement, prejudgment
interest, civil monetary penalties, and such other and further relief as this Court
may deem just and appropriate.
19. Defendants were involved in the offer and sale of securities, as that
term is defined under Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)]
and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
20. Defendants, directly or indirectly, made use of the mails or means or
instrumentalities of interstate commerce in connection with the conduct alleged
herein.
21. This Court has jurisdiction over this action pursuant to Section 22 of
the Securities Act [15 U.S.C. § 77v] and Section 27 of the Exchange Act [15
U.S.C. § 78aa].

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22. This Court has subject matter jurisdiction over this action pursuant to
Sections 20(b) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b) & 77v(a)];
Sections 21(d) and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d) & 78a(a)];
and 28 U.S.C. § 1331.
23. Venue in this District is proper because Defendants   transacted
business in the District of Nevada and because one or more acts or transactions
constituting the violations alleged herein occurred in the District of Nevada.
DEFENDANTS
24. Quest Education L.L.C. is a Nevada limited liability company
headquartered in Las Vegas, Nevada, which is owned by Blue (99%) and his wife
(1%), and controlled by Blue.  Quest described itself as a financial education
company whose customers include individuals with self-directed IRAs   and solo
401(k) accounts.  Quest has never been registered with the Commission in any
capacity.
25. Daniel Blue, age 34, is a resident of Las Vegas, Nevada.  Blue is the
principal of Quest and also owns Blue Consulting LLC.  Blue has never been
associated with any entity registered with the Commission and has never held any
securities license.  Blue filed for Chapter 7 bankruptcy in the District of Nevada on
August 1, 2024 (Bankr. D. Nev., No. 2:24-bk-13962-hlb).
26. David Christopher White, age 53, is a resident of Las Vegas,
Nevada.  White was employed by Quest as an Account Executive.  White has
never been associated with any entity registered with the Commission and has
never held any securities license.
27. Keitoh Jordan Spears, age 29, is a resident of Las Vegas, Nevada.
Spears was employed by Quest as an Account Executive.  Spears has never been
associated with any entity registered with the Commission and has never held any
securities license.

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RELATED ENTITIES
28. MJF Holdings, LLC (“MJF Holdings”) was a Nevada limited
liability company headquartered in Pendleton, South Carolina, which was wholly
owned and controlled by Michael French (“French”).  MJF Holdings paid $1.4
million in commissions to Quest in connection with investments in MJF Holdings
and MJF Capital, LLC (a predecessor entity to MJF Holdings).  MJF Holdings has
never been registered with the Commission in any capacity.  On April 3, 2023, the
Commission charged MJF Holdings, MJF Capital, and French with violating the
federal securities laws by engaging in an offering fraud in an enforcement action
filed in the Northern District of Georgia.  SEC v. French, et al., 1:23-cv-01443-
JPB.  On April 19, 2023, the court entered consent orders imposing injunctive and
other non-monetary relief.  On April 30, 2024, the Court ordered French, MJF
Holdings, and MJF Capital to pay $14,750,990 in disgorgement and prejudgment
interest and ordered French to pay a civil penalty in the amount of $6,200,000.
29. Issuer 2 is a Nevada limited liability company headquartered in Las
Vegas, Nevada.  Issuer 2 and affiliated entities involved in real estate development
projects paid commissions to Quest in connection with investments in certain real
estate projects   (“Issuer 2 Entities”).  Issuer 2 has never been registered with the
Commission in any capacity.  The Issuer 2 Entities for which Issuer 2 solicited
investor funds filed notices of exempt offerings of securities using SEC Form D.
30. Issuer 3 is an Ohio limited liability company headquartered in
Columbus, Ohio.  Issuer 3 paid commissions to Quest.  Issuer 3 has never been
registered with the Commission in any capacity.
   FACTUAL ALLEGATIONS
A. Overview of Quest’s Business
31. Quest was formed in 2017 by Blue, who controls every aspect of
Quest’s business.

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32. Although Quest was formed in 2017, it did not begin operations until
the summer of 2018.
33. Until that time, Blue worked for a company called iSelfDirect, LLC,
whose principal, Benjamin Williams (“Williams”), entered into settled
administrative and cease-and-desist proceedings with the Commission in 2022.
See In the Matter of Benjamin D. Williams, Sec. Act Rel. No. 11024 (Jan. 21,
2022).
34. The Commission’s Order in the proceedings found, among other
things, that Williams acted as an unregistered broker in connection with
unregistered oil and gas debt and equity securities offerings sponsored by two
entities.
35. During the Commission’s earlier investigation of Williams, Quest
took over iSelfDirect’s customers.
36. Quest touted itself as an education company that provided individuals
guidance on establishing their 401(k) accounts and IRAs.
37. Quest also provided individuals with alternative investment options
for their 401(k) accounts and IRAs.
38. Among other things, Quest claimed to educate its customers on how
to set up solo 401(k)s and self-directed IRAs with companies specializing in those
types of accounts (“Custodians”), which Quest represented would allow its
customers to invest retirement money in alternative investments.
39. Quest provided its services to more than 900 customers throughout the
United States.
40. Quest generated revenues from a variety of sources.
41. Quest received one-time payments from customers when they signed
up with Quest.

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42. Quest also received payments from the Custodians at which Quest
customers set up their accounts.
43. Additionally, Quest received commissions—which Quest called
“referral fees”—paid by entities, including the Securities Issuers, when Quest
customers invested in their offerings.
44. Commissions paid by the entities were by far Quest’s single largest
source of revenue during the Relevant Period.
45. When new customers signed up for services provided by Quest, they
were required to sign three documents memorializing the relationship and the
agreement between the parties.
46. The documents each provided disclaimers, including: “We are not a
registered broker, dealer, analyst, or adviser”; “Company is not a registered broker,
dealer . . .”; and “[a]t Quest Education, LLC, we do NOT: . . . Give investment
advice[,] Determine the Suitability of Investments [or] Prepare investment
documents . . . .”
47. Quest’s business practices deviated substantially from these
disclaimers.
B. Quest and Its Employees’ Receipt of Transaction-Based
Compensation
48. A core component of Quest’s business was presenting its customers
with alternative investments (such as promissory notes and limited liability
company membership interests) offered by entities that paid Quest commissions on
investments made by Quest’s customers.
49. It was advantageous for Quest to have as many of its customers as
possible invest in the entities’ offerings.

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50. Quest customers’ investment in the entities’ offerings increased
Quest’s revenue because Quest received commissions as high as 7% of the value of
each investment.
51. Hundreds of Quest customers invested in the alternative investments
offered by the entities that paid Quest commissions on investments made by
Quest’s customers.
52. Payments from the entities made up a substantial portion of Quest’s
revenue.
53. Without these revenues, Quest would have found it difficult to survive
as a company.
54. During the Relevant Period, Quest received approximately $2.5
million in commissions—comprising more than 50% of its revenue—in connection
with investments made by Quest customers in the Securities Issuers, including
MJF, Issuer 3, and several Issuer 2 Entities.
55. White and Spears also received commissions, which were paid to
them by Quest when their individual customers invested in the Securities Issuers’
offerings.
56. The commissions paid to White and Spears were a portion of the
commissions paid to Quest by the Securities Issuers.
57. White and Spears received up to one percent, but typically less, of the
amounts that their customers invested with the Securities Issuers.
58. Between October 2019 and March 2024, White and Spears each
received more than $200,000 in connection with their customers’ investing with
the Securities Issuers.
59. Quest’s compensation structure incentivized employees to push
certain investments.

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60. Blue was solely responsible for identifying the Securities Issuers,
negotiating agreements with the Securities Issuers, and understanding the
Securities Issuers’ business models and funding needs.
61. Blue also directed White and Spears to solicit investors, approved
commission payments to them, and provided them with lists of Quest customers to
solicit.
62. In some instances, Blue assisted in the development of marketing
materials that White and Spears ultimately distributed to Quest customers.
C. The Investments Offered by the Securities Issuers
63. Most of the investments issued by the Securities Issuers were
unsecured promissory notes.
64. The interest promised by the notes typically ranged from 8% to 12%
annually, and the maturities typically ranged from 12 to 60 months.
65. The following Securities Issuers issued promissory notes: MJF
Capital; MJF Holdings; Issuer 3; and one of the entities affiliated with Issuer 2.
66. The promissory notes are securities subject to the federal securities
laws.
67. The promissory note investors were motivated by an expected return
on their investment of between 8 and 12 percent per annum.
68. Each promissory note offering was made broadly to prospective
investors throughout the country over the course of months or years.
69. Quest and the Securities Issuers marketed the promissory notes as
investments, suitable for investment through self-directed retirement accounts,
leading investors to reasonably believe that this was an investment opportunity.
70. The promissory notes were not subject to the authority of any
regulatory body other than the Commission.

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71. There are no other risk-reducing factors that would make application
of the federal securities laws to the promissory notes unnecessary.
72. The remaining investments, issued by the entities affiliated with Issuer
2, were passive limited liability company membership interests.
73. These Securities Issuers sold preferred membership interests that
provided set annual rates of return with the expectation of regular interest
payments and did not provide investors with the right to participate in the
management of the companies.
74. Both the promissory notes and the limited liability company
membership interests are investment contracts and are subject to the federal
securities laws.
75. All investments at issue in this case were presented to Quest
customers as investment opportunities suitable for self-directed retirement
accounts.
76. Each Securities Issuer pooled investor funds.
77. None of the investments provided investors with any meaningful role
in the purported business activities of the Securities Issuers.
78. Investors relied entirely on the Securities Issuers to generate returns.
79. None of the securities offerings of the Securities Issuers for which
Quest and the individual defendants solicited investments were registered with the
Commission.
80. None of the securities offerings of the Securities Issuers for which
Quest and the individual defendants solicited investments qualified for an
exemption from registration with the Commission.
81. Defendants recommended and facilitated the sale of several Securities
Issuers’ securities to unaccredited investors, including the securities of MJF
Holdings, Issuer 2 Entities, and Issuer 3.

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D. Quest’s Participation in the Securities Issuers’ Offerings
82. Quest made multiple disclaimers in its customer paperwork
concerning the scope of its services.
83. Quest claimed that it did not give investment advice.
84. Quest also claimed that it did not determine the suitability of
investments.
85. Additionally, Quest claimed that it did not prepare investment
documents.
86. Contrary to these claims, however, and consistent with Quest and its
employees’ receipt of commissions, Defendants promoted the Securities Issuers’
offerings.
87. Initially, Blue decided which Securities Issuers to work with and
which offerings Quest would promote to its customers.
88. Blue communicated with the Securities Issuers’ principals to obtain
information about the Securities Issuers and their funding needs, as well as the
principals’ backgrounds.
89. For example, Blue communicated frequently with Issuer 2’s principals
regarding the Issuer 2 Entities’ offerings, including communications about specific
funding targets that Issuer 2 expected Quest to raise.
90. Blue felt significant pressure to raise the target amounts that Issuer 2
expected Quest to raise.
91. Blue also conducted recorded interviews with the principals of MJF
Holdings, Issuer 2, and Issuer 3 so that Quest could provide the interview
recordings to customers who asked for additional information in making
investment decisions.

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92. After Blue decided to work with a Securities Issuer and Quest entered
into a referral fee agreement with the Securities Issuer, Blue provided information
about the Securities Issuer to Spears and White.
93. After receiving information about the Securities Issuer from Blue,
Spears and White reached out to Quest customers about the investment
opportunity.
94. For example, White and Spears scheduled “account reviews” with
individuals who appeared on an internal Quest list as having cash available to
invest.
95. During those reviews, which ostensibly were meant to discuss the
customers’  plans for the money, White and Spears frequently suggested that their
customers consider investing in the Securities Issuers’ offerings.
96. When customers expressed interest, White and Spears put them in
contact with Securities Issuer representatives.
97. To facilitate communications between Quest customers and the
Securities Issuers, Quest employees, including White and Spears, scheduled phone
calls between customers and the Securities Issuers.
98. Quest employees, including White and Spears, provided the Securities
Issuers notes about customers.
99. Quest employees, including White and Spears, tracked customer
interactions with the Securities Issuers, and/or followed up with customers after the
customers’  phone calls with the Securities Issuers.
100. Defendants promoted specific investments to Quest customers.
101. In an email with MJF Holdings’ principal, French, Blue stated that he
wanted to “pump you up to the people we are sending you like we do with [another
Issuer’s principal] and his real estate.”

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102. Texts between Blue and French also reflect Blue’s desire to “pump
up” French.
103. Similarly, White told French in an email concerning an investor that
White “really pumped you up.”
104. White stated in an email to French that “I just got [off] the phone with
[the investor] and her sister-in-law was holding her up because she thought it was a
scam.  I told her I loved everyone on MJF’s team and really enjoy working with
them.  [The investor] said Ok I trust you and I will send them the paperwork . . . .”
105. Spears stated in an email to French that an investor “feels confident in
[Q]uest introducing you two.  She asks good questions but she shouldn’t have too
many questions since we discussed most of them on the phone today.”
106. Spears stated in an email to Issuer 2 personnel ahead of a phone
conversation between the investor and Issuer 2 that he had “been pitching you guys
for months but [the investor] didn’t have enough liquid.”
107. In a June 12, 2020 text exchange, Blue told French that “We are
sending an email to all of our clients . . . Pimping out our third party companies
like you.”
108. Multiple Quest customers stated that Quest, primarily through White
and Spears, vouched for the Securities Issuers and their principals.
109. These customers also said that Quest, primarily through White and
Spears, “push[ed]” investments and described them as “good investments.”
110. White and Blue told investors that they had invested their own funds
in order to convince customers to invest.
111.  White and Spears vouched for the Securities Issuers and their
principals.
112. White and Spears also told their customers that the Securities Issuers’
offerings were good investment opportunities.

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113. White and Spears provided hesitant customers with the recorded
interviews conducted by Blue.
114. Blue knew that Quest customers trusted Quest and its representatives.
115. Blue knew that customers would rely on their favorable statements
about the Securities Issuers and their principals.
116. Blue knew that Quest customers “loved” Quest because of the human
connection that the customers had with Quest personnel and the relationships that
they had built.
E. Blue’s Role in MJF Holdings’ Offering
117. Blue also played a significant role in MJF Holdings’ offering.
118. Before MJF Holdings launched its offering, Blue consulted with
French regarding MJF Holding’s business model, corporate structure, and the
payment terms of MJF Holdings’ promissory notes.
119. Blue and French discussed how the payments terms of MJF Holdings’
promissory notes should be structured, and Blue advised French to make quarterly
interest payments.
120. Blue also provided French with a sample promissory note from
another Issuer’s offering to use for purposes of MJF Holdings’ offering.
121. After MJF Holdings launched its offering, Blue proposed an interview
with French to provide information about MJF Holdings to Quest customers.
122. Blue drafted the questions for the interview and recorded it.
123. Blue provided the recorded interview of French to Spears and White
as a resource to send to Quest customers who had questions about MJF Holdings.
124. French made material misstatements throughout the interview about,
among other things, French’s professional credentials, MJF Holdings’ average
return on investment, and the safety of investments in MJF Holdings.

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F. Quest’s Completion of Investment Related Paperwork for its
Customers
125. Quest generally did not complete, or communicate with customers
concerning, paperwork provided by the Issuers (e.g., promissory notes,
subscription agreements, investor questionnaires).
126. Quest did, however, complete, or at least facilitate the completion of,
paperwork necessary for the investments to be held in self-directed IRAs and solo
401(k)s.
127. For example, Quest instructed the Securities Issuers as to which
documents needed to be completed by investors to hold investments in self-
directed IRAs and solo 401(k)s, and even pre-populated certain information within
the documents.
128. Quest then received completed investment paperwork—including
underlying investment agreements—from the Securities Issuers, forwarded the
paperwork to the IRA and 401(k) Custodians, and sometimes facilitated
corrections requested by the Custodians.
129. While a customer technically could submit investment paperwork to
the Custodians directly, Quest preferred to receive paperwork prior to submission
to prevent mistakes and unnecessary back-and-forth between the parties.
130. It was the expectation of Quest, the Securities Issuers, the Custodians,
and Quest customers that Quest would manage and submit this investment
paperwork.
CONCLUSION
131. Defendants engaged in the conduct described above despite not being
registered with the Commission in any capacity.

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132. As a result of the conduct described   above, Quest received
approximately $2.5 million in commissions—comprising more than 50% of its
revenue—from the Securities Issuers during the Relevant Period.
133. As a result of the conduct described above, White and Spears each
received more than $200,000 in commissions between October 2019 and March
2024 from commissions paid to Quest by the Securities Issuers.
FIRST CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a) and 77e(c)]
[ALL DEFENDANTS]
134. The Commission re-alleges and incorporates by reference the
allegations contained in Paragraphs 1-1 33, above, as if they were fully set forth
herein.
135. Defendants Quest, Blue, White, and Spears, and each of them, by
engaging in the conduct described above, directly or indirectly, through use of the
means or instruments of transportation or communication in interstate commerce
or the mails, offered to sell or sold securities or, directly or indirectly, or carried
such securities through the mails or in interstate commerce, for the purpose of sale
or delivery after sale.
136. No registration statement has been filed with the Commission or has
been in effect with respect to these securities.
137. By reason of the forgoing, Defendants Quest, Blue, White, and
Spears, and each of them, directly or indirectly, violated and, unless enjoined, will
continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§
77e(a) and 77e(c)].

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SECOND CLAIM FOR RELIEF
Violations of Section 15(a)(1) of the Exchange Act
[15 U.S.C. § 78o(a)(1)]
[ALL DEFENDANTS]
138. The Commission re-alleges and incorporates by reference the
allegations contained in Paragraphs 1-1 33, above, as if they were fully set forth
herein.
139. Defendants Quest, Blue, White, and Spears, directly or indirectly,
made use of the mails or the means or instrumentalities of interstate commerce to
effect transactions in, or to induce or attempt to induce the purchase and sale of,
securities without being registered as a broker or dealer with the Commission or
associated with a broker-dealer registered with the SEC.
140. By reason of the foregoing, Defendants Quest, Blue, White, and
Spears violated and, unless restrained and enjoined, will continue to violate Section
15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].
THIRD CLAIM FOR RELIEF
Liability under Section 20(a) of the Exchange Act for Defendant Quest’s
Violation of Section 15(a) of the Exchange Act
[15 U.S.C. § 78t(a)]
[DEFENDANT BLUE]
141. The Commission re-alleges and incorporates by reference the
allegations contained in Paragraphs 1-1 33, above, as if they were fully set forth
herein.
142. Pursuant to Section 20(a) of the Exchange Act, Defendant Blue by,
directly or indirectly, controlling Defendant Quest is liable for its violation of
Section 15(a) of the Exchange Act.

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PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a
final judgment:
 I.
Permanently restraining and enjoining each Defendant from, directly or
indirectly, engaging in conduct in violation of Sections 5(a) and (c) of the
Securities Act [15 U.S.C. §§ 77e(a) and (c)] and Section 15(a)(1) of the Exchange
Act [15 U.S.C. § 78o(a)(1)];
II.
Permanently restraining and enjoining Defendant Blue from, directly or
indirectly, including, but not limited to, through any entity owned or controlled by
him, participating in the issuance, purchase, offer, or sale of any security, provided,
however, that such injunction shall not prevent him from purchasing or selling
securities for his own personal accounts;
III  .
Enter an order directing Defendants to disgorge all ill-gotten gains received
during the period of violative conduct and to pay prejudgment interest on such ill-
gotten gains.
IV.
Enter an order directing Defendants, and each of them, to pay civil penalties
pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section
21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
V.
Enter an order holding Defendant Blue jointly and severally liable as a
control person of Quest for any disgorgement, prejudgment interest, and civil
penalty ordered against Quest for violating Section 15(a)(1) of the Exchange Act
[15 U.S.C. § 78o(a)(1)].

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VI.
Retain jurisdiction of this action in accordance with the principles of equity
and the Federal Rules of Civil Procedure in order to implement and carry out the
terms of all orders and decrees that may be entered, or to entertain any suitable
application or motion for additional relief within the jurisdiction of this Court.
VII.
Granting such other and further relief as this Court may deem just, equitable,
or necessary in connection with the enforcement of the federal securities laws and
for the protection of investors.
JURY TRIAL DEMAND
The Commission hereby demands a jury trial as to all issues so triable.

  This 17th day of January, 2025.

/s/   Kristin W. Murnahan
Kristin W. Murnahan
Georgia Bar No. 759054
[email protected]

/s/M. Graham Loomis
M. Graham Loomis
Georgia Bar No. 457868
[email protected]

 Counsel for Plaintiff
United States Securities and Exchange Commission
950 E. Paces Ferry Road, NE
Suite 900
Atlanta, GA 30326
(404) 842-7600

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KRISTIN W. MURNAHAN (Georgia Bar No. 759054)  
[email protected]  
M. GRAHAM LOOMIS (Georgia Bar No. 457868) 
[email protected]  
 
Securities and Exchange Commission 
950 E. Paces Ferry Road, NE  
Suite 900  
Atlanta, GA 30326  
Tel: (404) 842-7600  
Fax: (404) 842-7666 
 

UNITED STATES DISTRICT COURT 
 

DISTRICT OF NEVADA 
 
 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
 Plaintiff, 
v. 
 
QUEST EDUCATION L.L.C., 
DANIEL BLUE, DAVID 
CHRISTOPHER WHITE, and 
KEITOH JORDAN SPEARS, 
  
                     Defendants 
 

 
 

 
Case No.:  

 
 

COMPLAINT 
 
 
 

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 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges 

as follows:  

SUMMARY 

1. This case arises out of the participation in the unregistered offer and 

sale of securities by Quest Education L.L.C. (“Quest”), its principal, Daniel Blue 

(“Blue”), and its employees, David Christopher White (“White”) and Keitoh 

Jordan Spears (“Spears”). 

2. From October 2019 through at least April 2023 (the “Relevant 

Period”), Quest received approximately $2.5 million in commissions—more than 

50% of its revenue during that period—from at least eight issuers (the “Securities 

Issuers”) in exchange for soliciting Quest customers to invest in the Securities 

Issuers’ unregistered securities offerings.   

3. Quest touted itself as an investor education company that assisted its 

customers in setting up self-directed IRAs and 401(k)s so that they could invest in 

alternative investments.   

4. A key component of Quest’s business model, and its largest revenue-

driver, was presenting its customers with investments issued by entities that paid 

commissions to Quest.   

5. These entities typically paid Quest commissions of up to seven 

percent of the amount invested by Quest customers.   

6. Defendant Blue often worked closely with the entities to understand 

their business models and funding needs so that Quest could more effectively 

market the entities’ investment opportunities.   

7. In presenting investment opportunities to its customers, Quest—

usually through Defendants White and Spears—discussed the entities and the 

investment opportunities, often vouching for the legitimacy of the entities and/or 

their principals.   

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8. Quest also sometimes distributed marketing materials to its customers, 

including interviews conducted by Blue with three of the Securities Issuers’ 

principals.   

9. When Quest customers, some of whom were not accredited investors, 

decided to invest with entities that paid Quest commissions, Quest processed the 

paperwork necessary to authorize the transfer of funds from its customers’ self-

directed IRAs and 401(k)s to the entities. 

10. Quest paid White and Spears a portion of the commissions received 

from the entities when their customers purchased the entities’ securities. 

11. Specifically, White and Spears received a commission of up to one 

percent on any security purchased by their respective Quest customers, with each 

receiving over $200,000 in commissions between October 2019 and March 2024 in 

connection with their customers’ investing with the Securities Issuers. 

12. At all relevant times, Defendants were not registered as brokers or 

dealers with the Commission nor associated with a broker or dealer registered with 

the Commission.  

13. None of the Securities Issuers’ offerings were registered with the 

Commission. 

14. By engaging in this conduct, as further described herein, Defendant 

Quest violated and, unless restrained and enjoined by this Court, may continue to 

violate Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) [15 

U.S.C. §§ 77e(a) & 77e(c)]; and Section 15(a)(1) of the Securities Exchange Act of 

1934 (“Exchange Act”) [15 U.S.C. § 78o(a)(1)].  

15. By engaging in this conduct, as further described herein, Defendant 

Blue violated and, unless restrained and enjoined by this Court, may continue to 

violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)]; 

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and, both directly and as a control person of Quest, Sections 15(a)(1) and 20(a) of 

the Exchange Act [15 U.S.C. §§ 78o(a)(1) & 78t(a)].  

16. By engaging in this conduct, as further described herein, Defendant 

White violated and, unless restrained and enjoined by this Court, may continue to 

violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)]; 

and Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].  

17. By engaging in this conduct, as further described herein, Defendant 

Spears violated and, unless restrained and enjoined by this Court, may continue to 

violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)]; 

and Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].  

JURISDICTION AND VENUE 

18. The Commission brings this action pursuant to Sections 20(b) and 

20(d) of the Securities Act [15 U.S.C. §§ 77t(b) & 77t(d)] and Sections 21(d) and 

21(e) of the Exchange Act [15 U.S.C. §§ 78u(d) & 78u(e)] to enjoin such acts, 

practices, and courses of business, and to obtain disgorgement, prejudgment 

interest, civil monetary penalties, and such other and further relief as this Court 

may deem just and appropriate. 

19. Defendants were involved in the offer and sale of securities, as that 

term is defined under Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] 

and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)]. 

20. Defendants, directly or indirectly, made use of the mails or means or 

instrumentalities of interstate commerce in connection with the conduct alleged 

herein. 

21. This Court has jurisdiction over this action pursuant to Section 22 of 

the Securities Act [15 U.S.C. § 77v] and Section 27 of the Exchange Act [15 

U.S.C. § 78aa]. 

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22. This Court has subject matter jurisdiction over this action pursuant to 

Sections 20(b) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b) & 77v(a)]; 

Sections 21(d) and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d) & 78a(a)]; 

and 28 U.S.C. § 1331. 

23. Venue in this District is proper because Defendants transacted 

business in the District of Nevada and because one or more acts or transactions 

constituting the violations alleged herein occurred in the District of Nevada.  

DEFENDANTS 

24. Quest Education L.L.C. is a Nevada limited liability company 

headquartered in Las Vegas, Nevada, which is owned by Blue (99%) and his wife 

(1%), and controlled by Blue.  Quest described itself as a financial education 

company whose customers include individuals with self-directed IRAs and solo 

401(k) accounts.  Quest has never been registered with the Commission in any 

capacity. 

25. Daniel Blue, age 34, is a resident of Las Vegas, Nevada.  Blue is the 

principal of Quest and also owns Blue Consulting LLC.  Blue has never been 

associated with any entity registered with the Commission and has never held any 

securities license.  Blue filed for Chapter 7 bankruptcy in the District of Nevada on 

August 1, 2024 (Bankr. D. Nev., No. 2:24-bk-13962-hlb).   

26. David Christopher White, age 53, is a resident of Las Vegas, 

Nevada.  White was employed by Quest as an Account Executive.  White has 

never been associated with any entity registered with the Commission and has 

never held any securities license.  

27. Keitoh Jordan Spears, age 29, is a resident of Las Vegas, Nevada.  

Spears was employed by Quest as an Account Executive.  Spears has never been 

associated with any entity registered with the Commission and has never held any 

securities license. 

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RELATED ENTITIES 

28. MJF Holdings, LLC (“MJF Holdings”) was a Nevada limited 

liability company headquartered in Pendleton, South Carolina, which was wholly 

owned and controlled by Michael French (“French”).  MJF Holdings paid $1.4 

million in commissions to Quest in connection with investments in MJF Holdings 

and MJF Capital, LLC (a predecessor entity to MJF Holdings).  MJF Holdings has 

never been registered with the Commission in any capacity.  On April 3, 2023, the 

Commission charged MJF Holdings, MJF Capital, and French with violating the 

federal securities laws by engaging in an offering fraud in an enforcement action 

filed in the Northern District of Georgia.  SEC v. French, et al., 1:23-cv-01443-

JPB.  On April 19, 2023, the court entered consent orders imposing injunctive and 

other non-monetary relief.  On April 30, 2024, the Court ordered French, MJF 

Holdings, and MJF Capital to pay $14,750,990 in disgorgement and prejudgment 

interest and ordered French to pay a civil penalty in the amount of $6,200,000. 

29. Issuer 2 is a Nevada limited liability company headquartered in Las 

Vegas, Nevada.  Issuer 2 and affiliated entities involved in real estate development 

projects paid commissions to Quest in connection with investments in certain real 

estate projects (“Issuer 2 Entities”).  Issuer 2 has never been registered with the 

Commission in any capacity.  The Issuer 2 Entities for which Issuer 2 solicited 

investor funds filed notices of exempt offerings of securities using SEC Form D. 

30. Issuer 3 is an Ohio limited liability company headquartered in 

Columbus, Ohio.  Issuer 3 paid commissions to Quest.  Issuer 3 has never been 

registered with the Commission in any capacity. 

   FACTUAL ALLEGATIONS 

A. Overview of Quest’s Business 

31. Quest was formed in 2017 by Blue, who controls every aspect of 

Quest’s business.  

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32. Although Quest was formed in 2017, it did not begin operations until 

the summer of 2018.   

33. Until that time, Blue worked for a company called iSelfDirect, LLC, 

whose principal, Benjamin Williams (“Williams”), entered into settled 

administrative and cease-and-desist proceedings with the Commission in 2022.  

See In the Matter of Benjamin D. Williams, Sec. Act Rel. No. 11024 (Jan. 21, 

2022).   

34. The Commission’s Order in the proceedings found, among other 

things, that Williams acted as an unregistered broker in connection with 

unregistered oil and gas debt and equity securities offerings sponsored by two 

entities.   

35. During the Commission’s earlier investigation of Williams, Quest 

took over iSelfDirect’s customers.   

36. Quest touted itself as an education company that provided individuals 

guidance on establishing their 401(k) accounts and IRAs. 

37. Quest also provided individuals with alternative investment options 

for their 401(k) accounts and IRAs.  

38. Among other things, Quest claimed to educate its customers on how 

to set up solo 401(k)s and self-directed IRAs with companies specializing in those 

types of accounts (“Custodians”), which Quest represented would allow its 

customers to invest retirement money in alternative investments. 

39. Quest provided its services to more than 900 customers throughout the 

United States.  

40. Quest generated revenues from a variety of sources. 

41. Quest received one-time payments from customers when they signed 

up with Quest. 

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42. Quest also received payments from the Custodians at which Quest 

customers set up their accounts. 

43. Additionally, Quest received commissions—which Quest called 

“referral fees”—paid by entities, including the Securities Issuers, when Quest 

customers invested in their offerings.   

44. Commissions paid by the entities were by far Quest’s single largest 

source of revenue during the Relevant Period.     

45. When new customers signed up for services provided by Quest, they 

were required to sign three documents memorializing the relationship and the 

agreement between the parties.   

46. The documents each provided disclaimers, including: “We are not a 

registered broker, dealer, analyst, or adviser”; “Company is not a registered broker, 

dealer . . .”; and “[a]t Quest Education, LLC, we do NOT: . . . Give investment 

advice[,] Determine the Suitability of Investments [or] Prepare investment 

documents . . . .” 

47. Quest’s business practices deviated substantially from these 

disclaimers. 

B. Quest and Its Employees’ Receipt of Transaction-Based 

Compensation 

48. A core component of Quest’s business was presenting its customers 

with alternative investments (such as promissory notes and limited liability 

company membership interests) offered by entities that paid Quest commissions on 

investments made by Quest’s customers.   

49. It was advantageous for Quest to have as many of its customers as 

possible invest in the entities’ offerings. 

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50. Quest customers’ investment in the entities’ offerings increased 

Quest’s revenue because Quest received commissions as high as 7% of the value of 

each investment. 

51. Hundreds of Quest customers invested in the alternative investments 

offered by the entities that paid Quest commissions on investments made by 

Quest’s customers. 

52. Payments from the entities made up a substantial portion of Quest’s 

revenue. 

53. Without these revenues, Quest would have found it difficult to survive 

as a company.   

54. During the Relevant Period, Quest received approximately $2.5 

million in commissions—comprising more than 50% of its revenue—in connection 

with investments made by Quest customers in the Securities Issuers, including 

MJF, Issuer 3, and several Issuer 2 Entities. 

55. White and Spears also received commissions, which were paid to 

them by Quest when their individual customers invested in the Securities Issuers’ 

offerings.   

56. The commissions paid to White and Spears were a portion of the 

commissions paid to Quest by the Securities Issuers. 

57. White and Spears received up to one percent, but typically less, of the 

amounts that their customers invested with the Securities Issuers.   

58. Between October 2019 and March 2024, White and Spears each 

received more than $200,000 in connection with their customers’ investing with 

the Securities Issuers.   

59. Quest’s compensation structure incentivized employees to push 

certain investments. 

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60. Blue was solely responsible for identifying the Securities Issuers, 

negotiating agreements with the Securities Issuers, and understanding the 

Securities Issuers’ business models and funding needs.   

61. Blue also directed White and Spears to solicit investors, approved 

commission payments to them, and provided them with lists of Quest customers to 

solicit.  

62. In some instances, Blue assisted in the development of marketing 

materials that White and Spears ultimately distributed to Quest customers.  

C. The Investments Offered by the Securities Issuers 

63. Most of the investments issued by the Securities Issuers were 

unsecured promissory notes. 

64. The interest promised by the notes typically ranged from 8% to 12% 

annually, and the maturities typically ranged from 12 to 60 months.   

65. The following Securities Issuers issued promissory notes: MJF 

Capital; MJF Holdings; Issuer 3; and one of the entities affiliated with Issuer 2. 

66. The promissory notes are securities subject to the federal securities 

laws. 

67. The promissory note investors were motivated by an expected return 

on their investment of between 8 and 12 percent per annum.   

68. Each promissory note offering was made broadly to prospective 

investors throughout the country over the course of months or years. 

69. Quest and the Securities Issuers marketed the promissory notes as 

investments, suitable for investment through self-directed retirement accounts, 

leading investors to reasonably believe that this was an investment opportunity. 

70. The promissory notes were not subject to the authority of any 

regulatory body other than the Commission. 

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71. There are no other risk-reducing factors that would make application 

of the federal securities laws to the promissory notes unnecessary. 

72. The remaining investments, issued by the entities affiliated with Issuer 

2, were passive limited liability company membership interests.   

73. These Securities Issuers sold preferred membership interests that 

provided set annual rates of return with the expectation of regular interest 

payments and did not provide investors with the right to participate in the 

management of the companies.   

74. Both the promissory notes and the limited liability company 

membership interests are investment contracts and are subject to the federal 

securities laws. 

75. All investments at issue in this case were presented to Quest 

customers as investment opportunities suitable for self-directed retirement 

accounts.  

76. Each Securities Issuer pooled investor funds. 

77. None of the investments provided investors with any meaningful role 

in the purported business activities of the Securities Issuers. 

78. Investors relied entirely on the Securities Issuers to generate returns.   

79. None of the securities offerings of the Securities Issuers for which 

Quest and the individual defendants solicited investments were registered with the 

Commission. 

80. None of the securities offerings of the Securities Issuers for which 

Quest and the individual defendants solicited investments qualified for an 

exemption from registration with the Commission. 

81. Defendants recommended and facilitated the sale of several Securities 

Issuers’ securities to unaccredited investors, including the securities of MJF 

Holdings, Issuer 2 Entities, and Issuer 3.   

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D. Quest’s Participation in the Securities Issuers’ Offerings 

82. Quest made multiple disclaimers in its customer paperwork 

concerning the scope of its services. 

83. Quest claimed that it did not give investment advice. 

84. Quest also claimed that it did not determine the suitability of 

investments. 

85. Additionally, Quest claimed that it did not prepare investment 

documents.   

86. Contrary to these claims, however, and consistent with Quest and its 

employees’ receipt of commissions, Defendants promoted the Securities Issuers’ 

offerings.   

87. Initially, Blue decided which Securities Issuers to work with and 

which offerings Quest would promote to its customers.   

88. Blue communicated with the Securities Issuers’ principals to obtain 

information about the Securities Issuers and their funding needs, as well as the 

principals’ backgrounds.   

89. For example, Blue communicated frequently with Issuer 2’s principals 

regarding the Issuer 2 Entities’ offerings, including communications about specific 

funding targets that Issuer 2 expected Quest to raise. 

90. Blue felt significant pressure to raise the target amounts that Issuer 2 

expected Quest to raise.  

91. Blue also conducted recorded interviews with the principals of MJF 

Holdings, Issuer 2, and Issuer 3 so that Quest could provide the interview 

recordings to customers who asked for additional information in making 

investment decisions.   

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92. After Blue decided to work with a Securities Issuer and Quest entered 

into a referral fee agreement with the Securities Issuer, Blue provided information 

about the Securities Issuer to Spears and White. 

93. After receiving information about the Securities Issuer from Blue, 

Spears and White reached out to Quest customers about the investment 

opportunity.   

94. For example, White and Spears scheduled “account reviews” with 

individuals who appeared on an internal Quest list as having cash available to 

invest.   

95. During those reviews, which ostensibly were meant to discuss the 

customers’ plans for the money, White and Spears frequently suggested that their 

customers consider investing in the Securities Issuers’ offerings.   

96. When customers expressed interest, White and Spears put them in 

contact with Securities Issuer representatives.   

97. To facilitate communications between Quest customers and the 

Securities Issuers, Quest employees, including White and Spears, scheduled phone 

calls between customers and the Securities Issuers. 

98. Quest employees, including White and Spears, provided the Securities 

Issuers notes about customers. 

99. Quest employees, including White and Spears, tracked customer 

interactions with the Securities Issuers, and/or followed up with customers after the 

customers’ phone calls with the Securities Issuers.  

100. Defendants promoted specific investments to Quest customers.   

101. In an email with MJF Holdings’ principal, French, Blue stated that he 

wanted to “pump you up to the people we are sending you like we do with [another 

Issuer’s principal] and his real estate.”   

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102. Texts between Blue and French also reflect Blue’s desire to “pump 

up” French.   

103. Similarly, White told French in an email concerning an investor that 

White “really pumped you up.” 

104. White stated in an email to French that “I just got [off] the phone with 

[the investor] and her sister-in-law was holding her up because she thought it was a 

scam.  I told her I loved everyone on MJF’s team and really enjoy working with 

them.  [The investor] said Ok I trust you and I will send them the paperwork . . . .”   

105. Spears stated in an email to French that an investor “feels confident in 

[Q]uest introducing you two.  She asks good questions but she shouldn’t have too 

many questions since we discussed most of them on the phone today.”  

106. Spears stated in an email to Issuer 2 personnel ahead of a phone 

conversation between the investor and Issuer 2 that he had “been pitching you guys 

for months but [the investor] didn’t have enough liquid.”  

107. In a June 12, 2020 text exchange, Blue told French that “We are 

sending an email to all of our clients . . . Pimping out our third party companies 

like you.” 

108. Multiple Quest customers stated that Quest, primarily through White 

and Spears, vouched for the Securities Issuers and their principals. 

109. These customers also said that Quest, primarily through White and 

Spears, “push[ed]” investments and described them as “good investments.”   

110. White and Blue told investors that they had invested their own funds 

in order to convince customers to invest.  

111.  White and Spears vouched for the Securities Issuers and their 

principals. 

112. White and Spears also told their customers that the Securities Issuers’ 

offerings were good investment opportunities. 

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113. White and Spears provided hesitant customers with the recorded 

interviews conducted by Blue.   

114. Blue knew that Quest customers trusted Quest and its representatives. 

115. Blue knew that customers would rely on their favorable statements 

about the Securities Issuers and their principals.   

116. Blue knew that Quest customers “loved” Quest because of the human 

connection that the customers had with Quest personnel and the relationships that 

they had built. 

E. Blue’s Role in MJF Holdings’ Offering 

117. Blue also played a significant role in MJF Holdings’ offering.   

118. Before MJF Holdings launched its offering, Blue consulted with 

French regarding MJF Holding’s business model, corporate structure, and the 

payment terms of MJF Holdings’ promissory notes. 

119. Blue and French discussed how the payments terms of MJF Holdings’ 

promissory notes should be structured, and Blue advised French to make quarterly 

interest payments.   

120. Blue also provided French with a sample promissory note from 

another Issuer’s offering to use for purposes of MJF Holdings’ offering.  

121. After MJF Holdings launched its offering, Blue proposed an interview 

with French to provide information about MJF Holdings to Quest customers.   

122. Blue drafted the questions for the interview and recorded it. 

123. Blue provided the recorded interview of French to Spears and White 

as a resource to send to Quest customers who had questions about MJF Holdings.   

124. French made material misstatements throughout the interview about, 

among other things, French’s professional credentials, MJF Holdings’ average 

return on investment, and the safety of investments in MJF Holdings. 

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F. Quest’s Completion of Investment Related Paperwork for its 

Customers 

125. Quest generally did not complete, or communicate with customers 

concerning, paperwork provided by the Issuers (e.g., promissory notes, 

subscription agreements, investor questionnaires).   

126. Quest did, however, complete, or at least facilitate the completion of, 

paperwork necessary for the investments to be held in self-directed IRAs and solo 

401(k)s.   

127. For example, Quest instructed the Securities Issuers as to which 

documents needed to be completed by investors to hold investments in self-

directed IRAs and solo 401(k)s, and even pre-populated certain information within 

the documents.   

128. Quest then received completed investment paperwork—including 

underlying investment agreements—from the Securities Issuers, forwarded the 

paperwork to the IRA and 401(k) Custodians, and sometimes facilitated 

corrections requested by the Custodians.   

129. While a customer technically could submit investment paperwork to 

the Custodians directly, Quest preferred to receive paperwork prior to submission 

to prevent mistakes and unnecessary back-and-forth between the parties.  

130. It was the expectation of Quest, the Securities Issuers, the Custodians, 

and Quest customers that Quest would manage and submit this investment 

paperwork. 

CONCLUSION 

131. Defendants engaged in the conduct described above despite not being 

registered with the Commission in any capacity. 

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132. As a result of the conduct described above, Quest received 

approximately $2.5 million in commissions—comprising more than 50% of its 

revenue—from the Securities Issuers during the Relevant Period. 

133. As a result of the conduct described above, White and Spears each 

received more than $200,000 in commissions between October 2019 and March 

2024 from commissions paid to Quest by the Securities Issuers. 

FIRST CLAIM FOR RELIEF 

Violations of Sections 5(a) and 5(c) of the Securities Act  

[15 U.S.C. §§ 77e(a) and 77e(c)] 

[ALL DEFENDANTS] 

134. The Commission re-alleges and incorporates by reference the 

allegations contained in Paragraphs 1-133, above, as if they were fully set forth 

herein. 

135. Defendants Quest, Blue, White, and Spears, and each of them, by 

engaging in the conduct described above, directly or indirectly, through use of the 

means or instruments of transportation or communication in interstate commerce 

or the mails, offered to sell or sold securities or, directly or indirectly, or carried 

such securities through the mails or in interstate commerce, for the purpose of sale 

or delivery after sale. 

136. No registration statement has been filed with the Commission or has 

been in effect with respect to these securities. 

137. By reason of the forgoing, Defendants Quest, Blue, White, and 

Spears, and each of them, directly or indirectly, violated and, unless enjoined, will 

continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 

77e(a) and 77e(c)]. 

    
  

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SECOND CLAIM FOR RELIEF 

Violations of Section 15(a)(1) of the Exchange Act 

[15 U.S.C. § 78o(a)(1)] 

[ALL DEFENDANTS] 

138. The Commission re-alleges and incorporates by reference the 

allegations contained in Paragraphs 1-133, above, as if they were fully set forth 

herein. 

139. Defendants Quest, Blue, White, and Spears, directly or indirectly, 

made use of the mails or the means or instrumentalities of interstate commerce to 

effect transactions in, or to induce or attempt to induce the purchase and sale of, 

securities without being registered as a broker or dealer with the Commission or 

associated with a broker-dealer registered with the SEC.  

140. By reason of the foregoing, Defendants Quest, Blue, White, and 

Spears violated and, unless restrained and enjoined, will continue to violate Section 

15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].  

THIRD CLAIM FOR RELIEF 

Liability under Section 20(a) of the Exchange Act for Defendant Quest’s 

Violation of Section 15(a) of the Exchange Act 

[15 U.S.C. § 78t(a)] 

[DEFENDANT BLUE] 

141. The Commission re-alleges and incorporates by reference the 

allegations contained in Paragraphs 1-133, above, as if they were fully set forth 

herein.  

142. Pursuant to Section 20(a) of the Exchange Act, Defendant Blue by, 

directly or indirectly, controlling Defendant Quest is liable for its violation of 

Section 15(a) of the Exchange Act. 

 

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a 

final judgment: 

 I. 

Permanently restraining and enjoining each Defendant from, directly or 

indirectly, engaging in conduct in violation of Sections 5(a) and (c) of the 

Securities Act [15 U.S.C. §§ 77e(a) and (c)] and Section 15(a)(1) of the Exchange 

Act [15 U.S.C. § 78o(a)(1)];  

II. 

Permanently restraining and enjoining Defendant Blue from, directly or 

indirectly, including, but not limited to, through any entity owned or controlled by 

him, participating in the issuance, purchase, offer, or sale of any security, provided, 

however, that such injunction shall not prevent him from purchasing or selling 

securities for his own personal accounts; 

III. 

Enter an order directing Defendants to disgorge all ill-gotten gains received 

during the period of violative conduct and to pay prejudgment interest on such ill-

gotten gains. 

IV. 

Enter an order directing Defendants, and each of them, to pay civil penalties 

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 

21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 

V. 

Enter an order holding Defendant Blue jointly and severally liable as a 

control person of Quest for any disgorgement, prejudgment interest, and civil 

penalty ordered against Quest for violating Section 15(a)(1) of the Exchange Act 

[15 U.S.C. § 78o(a)(1)]. 

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VI. 

Retain jurisdiction of this action in accordance with the principles of equity 

and the Federal Rules of Civil Procedure in order to implement and carry out the 

terms of all orders and decrees that may be entered, or to entertain any suitable 

application or motion for additional relief within the jurisdiction of this Court. 

VII. 

Granting such other and further relief as this Court may deem just, equitable, 

or necessary in connection with the enforcement of the federal securities laws and 

for the protection of investors. 

JURY TRIAL DEMAND  

The Commission hereby demands a jury trial as to all issues so triable.  

  

  This 17th day of January, 2025.  
  

/s/Kristin W. Murnahan    
Kristin W. Murnahan  
Georgia Bar No. 759054  
[email protected]  

  
/s/M. Graham Loomis  
M. Graham Loomis  
Georgia Bar No. 457868 
[email protected]  

  
 Counsel for Plaintiff  
United States Securities and Exchange Commission  
950 E. Paces Ferry Road, NE  
Suite 900  
Atlanta, GA 30326 
(404) 842-7600 

 

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	JURY TRIAL DEMAND