SEC v. Joecool.com, LLC; Joseph Ariel Haber; and Robert Tye Cournoyer, No. 2:25-cv-00076, District of Nevada (Jan. 14, 2025) — Complaint

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JODANNA L. HASKINS (Colo. Bar No. 41285)
Email: [email protected]
ZACHARY D. WILLIAMS (Colo. Bar No. 56979)
Email: [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, Colorado 80294
Telephone: (303) 844-1000
Facsimile: (303) 297-3529

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,
Plaintiff,
vs.

JOECOOL.COM, LLC,
JOSEPH ARIEL HABER, and
ROBERT TYE COURNOYER,

Defendants.

Case No. 25-cv-00076

COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Joecool.com, LLC (“Joecool”), its Chief Executive Officer (“CEO”) Joseph Ariel Haber (“Haber”),
and Robert Tye Cournoyer (“Cournoyer”) alleges as follows:
SUMMARY OF ALLEGATIONS
1. Joecool raised over $2 million from at least 18 investors on the back of a lie by its
CEO, Haber: that Haber would use investor money to produce, package, market, and sell
cannabidiol (“CBD”) infused coffee products through Joecool, an entity Haber controlled.
Instead, Haber used almost half of the investors’ money—approximately $731,000—to fund his
gambling and high-roller habits, including by making various purchases at casinos, pawn shops,

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restaurants, and cigar lounges. Haber also made approximately $151,000 of net cash
withdrawals, at least a portion of which he misused. As for the rest of the investors’ money,
Haber gave almost all of it—over $980,000—to Cournoyer for finding Joecool investors,
persuading them to invest, and negotiating the terms of the investments. Joecool investors never
received any profit distributions or recouped their investment.
2. To further entice investors to invest, Haber and Cournoyer told investors that
Joecool was negotiating or had secured lucrative sales contracts with several well-known
wholesaler businesses. But those businesses did not negotiate with, much less enter into
contracts with, Joecool. In fact, none of the well-known wholesalers with which Joecool was
purportedly doing business had ever heard of Joecool, Haber, or Cournoyer.
3. The lies continued after Haber told investors that Joecool was transitioning to a
multi-level marketing (“MLM”) company. Haber told investors that his wife—who held the title
of President and managing member of Joecool but was never substantively involved in the
business—had 40 years of multi-level marketing (“MLM”) experience. This was not true:
Haber’s wife—who was 49 years old when Haber claimed she had 40 years of MLM
experience—never founded, managed, or even worked for an MLM company.
4. As a result of the conduct described herein, Defendants violated and, unless
restrained and enjoined, will continue to violate Sections 5(a), 5(c), and 17(a)(2) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; and Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §   78j(b)] and Rule 10b-5(b)
thereunder [17 C.F.R. §   240.10b-5]. In addition, Haber and Joecool violated and, unless
restrained and enjoined, will continue to violate Sections 17(a)(1) and (3) of the Securities Act
and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder. Cournoyer also
violated and, unless restrained and enjoined, will continue to violate Section 15(a) of the
Exchange Act.
5. The SEC seeks, against all Defendants, (i) permanent injunctions;
(ii) disgorgement on a joint and several basis of all ill-gotten gains from the unlawful activity set
forth in this Complaint under Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C.§

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78(d)(3), (5), and (7)] together with prejudgment interest; (iii) civil penalties under 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)]; and, with respect to Haber and Cournoyer, (iv) bars prohibiting them from serving as
an officer or director of a public company; and (v) an injunction prohibiting them from directly
or indirectly, including, but not limited to, through any entity owned or controlled by them,
participating in the issuance, purchase, offer, or sale of any security in an unregistered offering
by an issuer, provided, however, that such injunction would not prevent them from purchasing or
selling securities for their own personal account.
DEFENDANTS
6. Joecool.com, LLC is a Nevada limited liability company (“LLC”) that was
founded in September 2019. Between November 2019 and February 2024 (the “Relevant
Period”), Joecool purported to offer various CBD-infused coffee products, including K-cups,
coffee beans, and energy shots.
7. Joseph Ariel Haber, age 54, is a resident of Henderson, Nevada and is the
CEO and controlling managing member of Joecool. Haber controlled Joecool’s bank
accounts during the Relevant Period.
8. Robert Tye Cournoyer, age 57, has previously resided in Texas, but his
current state of residence is unknown. During the Relevant Period, Cournoyer was Joecool’s
Vice President of Investor Relations. He raised approximately $2 million for Joecool by
soliciting investors, including many investors who had previously invested in other entities
controlled by Cournoyer, Green Equity Group, LLC (“GEG”) and RS Group, LLC (“RS
Group”). The SEC has sued Cournoyer twice before, most recently in the pending matter,
SEC v. Cournoyer, et al., Case No. 24-cv-01304 (D. Colo., filed May 10, 2024). In 2004,
Cournoyer was enjoined from violating certain provisions of the federal securities laws and
from participating in any offering of penny stock, SEC v. GetAnswers, Inc., et al., No. 03-
cv-20048 (S.D. Fla., filed Jan. 2003), and the SEC barred Cournoyer from association with
any broker or dealer, In re Cournoyer, Exchange Act Release No. 34- 49720 (May 18, 2004)

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(Order).
JURISDICTION AND VENUE
9. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e),
and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a)].
10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. §
77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and 28 U.S.C. § 1391(b).
Joecool is a Nevada LLC that conducted business in this district, including soliciting, offering,
and selling Joecool securities to at least one investor who resides in this district. Haber also
solicited investors from Henderson, Nevada, where he resides.
FACTS
I. Background
11. Haber and his wife formed Joecool in September 2019. From that time and
through the Relevant Period, Joecool claimed to be selling CBD-infused coffee products,
including K-cups, coffee beans, and energy shots.
12. During the Relevant Period, Haber was the only person who exercised control
over the bank accounts into which Joecool investors funds were deposited. He also was the
controlling managing member of Joecool and exercised control over the entity. All of
Joecool’s business decisions were made by Haber and not by investors, who relied solely on
Joecool’s efforts and expertise to generate profits.
13. From its inception through February 2022, Haber and Cournoyer claimed
Joecool sold its products to grocery stores, hotels, casinos, and airlines. Starting in February
2022, Haber told investors that Joecool had pivoted to an MLM business model. Haber
described Joecool’s MLM business model as “Consumer-to-Consumer Sales” by “a team of
over 250,000 Brand Loyal and Enthusiastic affiliate ambassadors” that Haber claimed
Joecool was “building.”
II. The Offer and Sale of Joecool Securities
14. Haber began raising funds from investors in November 2019. By at least May

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2020, Cournoyer had joined in the effort. Between November 2019 and February 2024,
Haber and Cournoyer raised over $2 million from at least 18 investors across the country by
offering and selling Joecool securities in the form of LLC units.
15. Haber and Cournoyer solicited investors via emails, phone calls, and a
YouTube video posted on May 27, 2020.
16. In the May 27 YouTube video, Haber stated that Joecool’s business model
was to “sell to businesses . . . in large volumes . . . . [W]e’re making some progress in getting
into hotels, airlines, supermarkets, and whatnot. These [are] our major distribution outlets. . .
. [Joecool] has an upward potential of making money in the billions, with a b. . . . This
opportunity will not last.” During the video, Cournoyer said that his role at Joecool was
“rais[ing] money,” and that Joecool “plan[ed] to do profit sharing, as soon as [it] start[ed]
making money, within probably the first 6 to 12 months.” He claimed he was involved in
private equity and had “raised several hundred million dollars over the last 20–25 years,” and
that Joecool “will have the highest return out of anything [he had] ever done.” He further
stated that Joecool was “at the beginning stages” but was about to embark into “a funding
process.” Per Cournoyer, Joecool was in “the right time with the right product” and investors
were “getting the highest equity, the best opportunity, [and] the best risk versus reward.”
According to Cournoyer, Joecool was “not just a thought” but was “actually moving.”
17. Cournoyer also personally identified at least 16 Joecool investors, many of
whom previously invested in Cournoyer’s entities (GEG and RS Group), solicited their
investment via phone calls and emails, persuaded them to invest, and negotiated the terms of
the investments.
18. Once the terms of the investment were settled, Cournoyer or Haber would
send investors executed unit purchase agreements, which Haber and the investors signed,
along with instructions on how to wire their investment to one of Joecool’s bank accounts.
19. In exchange for their investment, Haber, who was designated as Joecool’s
controlling managing member in Joecool’s operating agreement, sent investors “LLC
Membership Certificate[s]” reflecting their ownership shares in Joecool.

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20. None of the documents provided to investors, including Joecool’s operating
agreement and its unit purchase agreements, disclosed that Haber or Cournoyer would
receive salaries, commissions, or any type of payment related to Joecool’s business or the
offer or sale of Joecool securities.
21. Joecool did not return any money to investors.

III. Joecool and Haber Misappropriated and Misused Investor Money.
22. Rather than using investor funds to produce, package, market, and sell Joecool
products as promised, Haber, through Joecool, misappropriated investor funds for his own
personal use, and misused other investor funds by paying Cournoyer undisclosed
commissions for finding Joecool investors, persuading them to invest, and negotiating the
terms of the investments.
23. Specifically, Haber misappropriated at least $731,000 of the over $2 million
Joecool received from investors by using hundreds of thousands of dollars on Google Play
gambling applications and at brick and mortar casinos, as well as spending hundreds of
thousands of dollars on personal expenses including alcohol, travel, luxury retail purchases,
and purchases at pawn shops, restaurants, cigar lounges, and grocery stores. Haber also made
approximately $151,000 of net cash withdrawals, at least a portion of which he misused.
24. In many instances, Haber’s illicit purchases happened in close proximity to
(and often on the same day as) investor deposits. Investor funds were often deposited into
Joecool bank accounts with a low balance and then spent in the same month, and in some
cases, within days, on the personal expenses identified above.
25. For example, on October 28, 2020, an investor’s $15,000 investment was
deposited into a Joecool bank account with a balance of $1,036. On the same day, Haber
transferred $3,500 to his personal account and wired Cournoyer $10,000. The next day,
Haber withdrew $500 from a Las Vegas casino ATM and spent $233 at a cigar lounge. And
the following day, Haber spent $1,000 playing slot machines. During this three-day period,
Haber also spent approximately $150 on “Bundle Packages” in a Google Play slot machine
application.

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26. Haber, through Joecool, also misused investor funds by making undisclosed
payments to Cournoyer totaling approximately $981,700—roughly half of the investor
funds—in connection with Cournoyer’s efforts to raise money for Joecool. Combined with
Haber’s misappropriation, Haber depleted at least $1.7 million of the approximately $2
million in investor funds. This figure does not account for Haber’s $151,000 of net cash
withdrawals, at least some of which was misused by Haber.
27. Most of Haber’s payments to Cournoyer followed the same pattern: on or
about the same day investor funds were deposited into Joecool’s bank accounts, Haber wired
Cournoyer or his entities roughly half of the investor’s funds.
28. For example, on November 30, 2020, an investor wired $25,000 to one of
Joecool’s bank accounts in exchange for Joecool securities. On the very same day, Haber
wired $12,500—exactly half of the investor’s funds—from that same account to a bank
account belonging to an entity Cournoyer controlled.
29. The same thing happened a few weeks later. On December 17, 2020, the same
investor wired $25,000 to the same Joecool bank account in exchange for Joecool securities.
That same day, Haber wired $12,500—again, exactly half of the investor’s funds—from that
same account to a bank account belonging to an entity Cournoyer controlled.
30. Haber knew or was reckless in not knowing, and should have known, that he
was deceiving investors by misappropriating and misusing their funds after representing that
he would use their funds to produce, package, market, and sell Joecool products. Given that
he was the controlling manager member of Joecool as outlined in Joecool’s operating
agreement, signed the unit purchase agreements, and authored the statements regarding how
Joecool would use investor funds, Haber knew his representations to investors about the use
of their funds were false. Haber’s intent is also evidenced by, among other things, him
spending investor funds on personal expenses soon after their deposit and his pattern of
sending Cournoyer approximately half of the investor funds shortly after the investment was
made.
31. Haber’s scienter is imputed to Joecool because he controlled the entity and

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was its controlling managing member.
IV. Defendants Made False and Misleading Statements to Investors.
A. Haber and Joecool Made False and Misleading Statements About the Use of
Investor Funds.

32. During the Relevant Period, Haber, individually and through Joecool, told
investors that their funds would be spent on producing, packaging, marketing, and selling
Joecool’s products. These statements were false and misleading because, as alleged above,
Haber instead misappropriated at least a little less than half of investors’ funds and gave
approximately half of investors’ funds to Cournoyer.
33. Specifically, Joecool’s October 1, 2019 Investor Prospectus, which Haber
wrote, told investors that “[i]nvestor capital will be used for manufacturing, packaging, and
to aide our marketing strategy—to leverage our trade conferences and vendor/distributor
strategy.” Haber sent this document to investors to solicit their investment.
34. Similarly, Joecool’s July 20, 2020 Investor Projections, which Haber wrote,
told investors that Joecool “require[ed] additional internal funding for the next round of
manufacturing.” Haber sent this document to investors to solicit their investment.
35. These documents were attributed to Joecool. Haber had ultimate authority
over the statements as he controlled Joecool, was its controlling managing member, and
wrote the statements.
36. Haber repeated the same misrepresentations via email to at least one investor
who asked Haber how his funds would be used. Specifically, on April 12, 2021, Haber, on
behalf of Joecool and using his Joecool email address, offered an investor “an agreement for
$13k for 0.65%” of a Joecool LLC unit. The investor responded that he was “on board with
the last piece of investment capital” but he was “a bit concerned about [Joecool’s] monthly
need for cash flow . . . . What is this new money [going] to be used on?” Haber responded
that the “new money is going to manufacture more kcups [sic].”
37. On April 16, the investor wired “$13k” for “0.65% investment in Joe Cool

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[sic]” to one of Joecool’s bank accounts.
38. Haber did not use this investor’s funds on K-cups and almost none of it was
spent on items related to Joecool’s business. Instead, between April 16 and 22, Haber (i)
wired $7,000 of this investor’s money to Cournoyer; (ii) withdrew almost $3,000 from a
casino ATM; (iii) transferred $500 to his personal account; and (iv) spent almost $700 on
personal expenses, such as groceries and at restaurants.
39. In all these materials, Haber’s statements about the use of investor funds were
false and misleading. Instead of using investor funds as described, Haber and Joecool
misappropriated and misused a significant portion of investor funds for Haber’s personal
expenses and payments to Cournoyer.
40. Haber knew or was reckless in not knowing, and should have known, that his
statements concerning the intended use of investor funds were false and misleading at the
time they were made to investors and potential investors because he was Joecool’s sole
controlling managing member and, as a signatory on Joecool’s bank accounts, had
knowledge about the use of investor funds.
41. Haber’s scienter is imputed to Joecool because he controlled the entity and
was its controlling managing member.
42. The statements about the use of investor funds were material to investors
because reasonable investors would consider it important that Haber and Joecool did not use
their funds on producing, packaging, marketing, and selling Joecool products but, instead,
used a significant portion of their funds for Haber’s personal expenses and payments to
Cournoyer.
B. Defendants Made False and Misleading Statements About Joecool Negotiating
and Securing Lucrative Sales Contracts with Wholesaler Businesses.

43. Haber, individually and through Joecool, and Cournoyer told investors they
were negotiating with or had secured lucrative sales contracts between Joecool and various
grocery stores, hotels, casinos, and airlines.

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44. Joecool’s July 20, 2020 Investor Projections, which Haber wrote, told
investors that Joecool was “in discussions and [was] being vetted as the exclusive CBD
coffee brand for [an] Airline[]. This vanity account will bring us vast goodwill as a ‘trusted’
brand.” This document was attributed to Joecool. Haber had ultimate authority over the
statements as he controlled Joecool, was its controlling managing member, and wrote the
statements.
45. Cournoyer told investors in a November 17, 2020 email that he “was with Mr.
Haber and we had meetings with [a casino resort] and we were able to establish a test run on
300–500 rooms in one of the Vegas properties to offer JoeCool [sic] coffee products.”
46. Regarding the same casino resort, in a January 18, 2021 email, Cournoyer told
investors that he had a “meeting with [the casino resort] to provide them with CBD infused
coffee in the form [of] K cups [sic]. . . . [T]his program is moving forward with a start date
during the March Madness Collegiate basketball series.”
47. Regarding the same casino resort, in an October 6, 2023 email, Haber told one
investor that the casino was “open to offering our Joecool Brands Kcups [sic]. . . . It’s a
longer negotiation than we first anticipated. They offer kcups [sic] in most of the rooms for I
think $6 or $7 per kcup [sic]. . . . It’s magnificent margins.”
48. In a December 17, 2021 email, Cournoyer told investors that “Joecool has set
up multiple revenue streams for sales of coffee and espresso shots through various national
hotel and resort chains” and a wholesale grocery store.
49. Haber and Cournoyer’s statements were false and misleading because the
statements above were not true.
50. Defendants knew or were reckless in not knowing, and should have known,
that their statements concerning Joecool’s relationship with these businesses were false and
misleading at the time they were made to investors and potential investors because none of
the meetings or contracts they claimed ever occurred.
51. Haber’s scienter is imputed to Joecool because he controlled the entity and
was its controlling managing member.

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52. The statements about Joecool’s dealings with these business were material to
investors because, in communications with investors from September 2019 through February
2022, Haber, individually and through Joecool, claimed Joecool’s business model turned
exclusively on Joecool’s ability to sell its products to wholesalers, and reasonable investors
would consider it important that a critical aspect of Joecool’s business model was not
occurring.
C. Haber and Joecool Made a False and Misleading Statement Regarding Haber’s
Wife’s MLM Background.

53. Starting in February 2022, Haber told investors that Joecool had pivoted to an
MLM business model. Haber described Joecool’s MLM business model as “Consumer-to-
Consumer Sales” by “a team of over 250,000 Brand Loyal and Enthusiastic affiliate
ambassadors” that Haber claimed Joecool was “building.”
54. In a November 2023 document entitled “WHY INVEST IN JOECOOL?,”
Haber, through Joecool, solicited investors by making a false and misleading statement about
his wife’s MLM background by representing that she had “40 years [of] MLM experience.”
55. This statement was also false and misleading because Haber’s wife—who was
49 years old when Haber claimed she had 40 years of MLM experience—never founded,
managed, or even worked for an MLM company.
56. Haber knew or was reckless in not knowing, and should have known, that his
statement concerning his wife’s MLM experience was false and misleading because he has
been married to his wife since 1999 and was familiar with her age, work history, and
background.
57. Haber’s scienter is imputed to Joecool because he controlled the entity and
was its controlling managing member.
58. The statement about Haber’s wife’s MLM background was material to
investors because, from February 2022 to February 2024, Haber and Joecool claimed that
Joecool’s business was entirely dependent on successfully executing its MLM business

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model and reasonable investors would consider it important that Joecool lacked any MLM
experience.
V. Haber Deceived Investors with False, Lulling Statements.
59. Haber repeatedly lulled investors into thinking their investments were safe
when they were not.
60. For example, in a February 24, 2022 email, the same investor discussed in
paragraphs 36 and 37 asked Haber “[h]ow . . . it [was] going with the k-cups [sic].” By this
point, Haber had misappropriated and misused most of this investor’s investments totaling
over $100,000. Nevertheless, Haber responded: “[w]e’re working full-steam [sic] everyday
[sic] . . . . I never stop until we hit the honey hole full of $$$. That’s my job and favorite
thing to do. . . . I’m 100% loyal to you.”
61. Haber knew or was reckless in not knowing, and should have known, that he
was deceiving this investor by claiming that he was working on the K-cups and was 100%
loyal to the investor when, in fact, he had misappropriated and misused the investor’s funds.
62. Another investor asked Haber in an August 20, 2022 email “[h]ow things
[were] coming along for . . . . the trial run at [a hotel chain] and getting our foot in the door at
[a grocery wholesaler].” Haber responded in an August 24, 2022 email that the trial run was
“being worked on,” and that he was “waiting for a response from the [grocery wholesaler’s]
legal department on when and how.”
63. Haber knew or was reckless in not knowing, and should have known, that he
was deceiving this investor by claiming that he was negotiating with a hotel chain and
grocery wholesaler when, in fact, the hotel chain and grocery had never been in contact with
Haber and never had any dealings with Joecool.
VI. Joecool Offered and Sold Securities Without Filing a Registration Statement in
Violation of Sections 5(a) and (c) of the Securities Act.

64. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act
define “security” as including “any note, stock” and “investment contract[.]” An investment

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contract involves: (i) an investment of money, (ii) in a common enterprise, (iii) with an
expectation of profits derived from the efforts of others.
65. Joecool’s LLC units are securities in the form of an investment contract
because: (i) investors made an investment of money in exchange for the units; (ii) Joecool
investors’ funds were pooled in Joecool bank accounts and their fortunes were collectively
linked to Joecool’s efforts and expertise with respect to the opportunities they presented,
including with Joecool’s wholesaler and MLM business models; and (iii) investors were
entirely reliant on Joecool’s efforts to generate returns.
66. Sections 5(a) and (c) of the Securities Act [15 U.S.C. § 77e(a) and (c)], make
it unlawful for any person, directly or indirectly, to use interstate commerce or the mails, to
sell a security unless a registration statement is in effect as to the security, or to offer to sell a
security unless a registration statement has been filed as to such security.
67. Joecool offered and sold securities in the form of investment contracts to the
general public by using the means or instruments of interstate commerce, including but not
limited to telephones and the Internet.
68. Haber was a necessary participant and substantial factor in the sale of
unregistered Joecool securities because he (i) was the sole author of the Joecool materials
used to solicit investors; (ii) solicited Joecool investors via phone, email, and a YouTube
video; (iii) was Joecool’s controlling managing member; and (iv) was the only person
responsible for running Joecool’s business and issuing Joecool units.
69. Cournoyer was a necessary participant and substantial factor in the sale of
unregistered Joecool securities because he solicited Joecool investors via phone, email, and a
YouTube video, and, according to Haber, Joecool would not have raised any money without
Cournoyer.
70. No registration statements were ever filed with the SEC or otherwise in effect
with respect to Joecool’s securities.
71. Joecool sold securities to at least one unaccredited investor and failed to take
any steps to verify the accredited status of all but two investors.

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VII. Cournoyer Acted as an Unregistered Broker in the Offer and Sale of Joecool
Securities.

72. As explained above, Cournoyer found and solicited Joecool investors via
email, phone calls, and a video posted on YouTube, persuaded them to invest, and negotiated
the terms of the investments.
73. Cournoyer repeatedly touted the merits of the Joecool investment to investors.
For example, he told one investor that Joecool was “about to [b]reak out into huge revenues
with multiple retail chains adding in our product to their lineup. It is a very exciting time and
I wanted to make sure you had the opportunity to get in at the founders level . . . . Timing is
everything and now the company is about to explode with revenues, so if you can take
advantage of this opportunity, you really should . . . .”
74. As part of his pitch to potential investors, Cournoyer sent or caused to be sent
various materials (e.g., Joecool’s investor prospectus, projections, newsletters, unit purchase
agreements) to investors.
75. On occasion, Cournoyer negotiated the terms of the investments between
Haber and prospective investors. For example, Cournoyer told one investor that he was able
to secure an extra 0.5% interest for his investment “after speaking with . . . Joe [Haber].”

76. According to Haber, Joecool would not have been able to raise money without
Cournoyer.
77. During the Relevant Period, Cournoyer was not registered as a broker, nor was
he associated with a registered broker-dealer and, in fact, since 2004, Cournoyer has been
barred from association with any broker pursuant to Section 15(b)(6) of the Exchange Act.
78. And as alleged above, Haber paid Cournoyer approximately half of the
investor funds in exchange for finding investors, persuading them to invest, and negotiating
the terms of their investment.
VIII. Defendants’ Conduct was in the Offer or Sale, and in Connection with the Purchase
or Sale, of Securities, and Done Using Interstate Commerce.
79. The misstatements alleged herein were made and disseminated by Defendants

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to induce investors to buy Joecool securities.
80. Further, these misstatements were made in written and oral communications
soliciting investments and contained in emails and investor materials provided to investors in
connection with their investments.
81. In addition, Haber and Joecool misappropriated and misused funds raised
through the offer and sale of Joecool securities.
82. As such, Defendants’ deceptive conduct, including their material
misstatements, was in the offer or sale of securities as defined in Section 2(a)(1) of the
Securities Act and in connection with the purchase or sale of securities as defined in Section
3(a)(10) of the Exchange Act.
83. In connection with the conduct alleged in this Complaint, Defendants, directly
or indirectly, singly or in concert with others, made use of the means or instruments of
transportation or communication in interstate commerce, the means or instrumentalities of
interstate commerce, or of the mails, including soliciting investors by providing documents
containing false and misleading statements via email, soliciting investors by phone, and
obtaining funds from investors through interstate commerce.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rules 10b-5(a) and (c) Thereunder
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a) and (c)]
(Against Haber and Joecool)

84. The SEC re-alleges and incorporates by reference paragraphs 1 to 83 as though
fully set forth herein.
85. Haber and Joecool, directly or indirectly, acting intentionally, knowingly or
recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in
connection with the purchase or sale of securities employed a device, scheme, and artifice to
defraud; and have engaged or are engaging in acts, practices or courses of business which
operate as a fraud or deceit upon certain persons.

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86. As a result, Haber and Joecool have violated and, unless enjoined, will
continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules l0b-5(a)
and (c) thereunder [I7 C.F.R. § 240.10b-5(a) and (c)].
SECOND CLAIM FOR RELIEF
Violations of Sections 17(a)(1) and (3) of the Securities Act
[15 U.S.C. § 77q(a)(1) and (3)]
(Against Haber and Joecool)
87. The SEC re-alleges and incorporates by reference paragraphs 1 to 86 as though
fully set forth herein.
88. Haber and Joecool, directly or indirectly, acting intentionally, knowingly or
recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in
connection with the purchase or sale of securities have employed or are employing devices,
schemes or artifices to defraud, and acting at least negligently, have engaged in transactions,
practices, or courses of business which operated or would have operated as a fraud or deceit
upon the purchasers of such securities.
89. As a result, Haber and Joecool have violated and, unless enjoined, will
continue to violate Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1),
(3)].
THIRD CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rule 10b-5(b) Thereunder
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(b)]
(Against All Defendants)

90. The SEC realleges and incorporates by reference paragraphs 1 to 89 as though
fully set forth herein.
91. Defendants, directly or indirectly, acting intentionally, knowingly or
recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in
connection with the purchase or sale of securities have made or are making untrue statements
of material fact or have omitted or are omitting to state a material fact necessary to make the

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statements made, in the light of the circumstances under which they were made, not
misleading.
92. As a result, Defendants have violated and, unless enjoined, will continue to
violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule l0b-5(b) thereunder
[I7 C.F.R. § 240.10b-5].
FOURTH CLAIM FOR RELIEF
Violations of Section 17(a)(2) of the Securities Act
[15 U.S.C. § 77q(a)(2)]
(Against All Defendants)
93. The SEC re-alleges and incorporates by reference paragraphs 1 to 92 as though
fully set forth herein.
94. Defendants, directly or indirectly, acting at least negligently, by the use of
means or instrumentalities of interstate commerce or of the mails, in connection with the
purchase or sale of securities have obtained money or property by means of untrue statements
of a material fact or by omitting 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.
95. As a result, Defendants have violated and, unless enjoined, will continue to
violate Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)].
FIFTH CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a), 77e(c)]
(Against All Defendants)
96. The SEC realleges and incorporates by reference paragraphs 1 to 95 as though
fully set forth herein.
97. Defendants, directly or indirectly, singly and in concert with others, have been
offering to sell, selling, and delivering after sale, certain securities, and have been, directly
and indirectly: (i) making use of the means and instruments of transportation and
communication in interstate commerce and of the mails to sell securities, through the use of
written contracts, offering documents, and otherwise; (ii) carrying and causing to be carried
through the mails and in interstate commerce by the means and instruments of transportation,

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such securities for the purpose of sale and for delivery after sale; and (iii) making use of the
means or instruments of transportation and communication in interstate commerce and of the
mails to offer to sell such securities.
98. The Joecool LLC units described in detail herein have been offered and sold to
the public through a general solicitation of investors. No registration statements were ever
filed with the SEC or otherwise in effect with respect to these securities.
99. Haber and Cournoyer were necessary participants and substantial factors in
the sale of unregistered Joecool securities.
100. As a result, Defendants have 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)].
SIXTH CLAIM FOR RELIEF
Violation of Section 15(a)(1) of the Exchange Act
[15 U.S.C. § 78o(a)(1)]
(Against Cournoyer)
101. The SEC re-alleges and incorporates by reference paragraphs 1 to 100 as
though fully set forth herein.
102. Cournoyer engaged in the business of effecting transactions in securities for
the account of others, and 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 or sale of, securities without being registered as a broker or dealer with
the SEC or associated with a broker or dealer registered with the SEC.
103. As a result, Cournoyer has violated and, unless enjoined, will continue to
violate Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].
RELIEF SOUGHT
WHEREFORE, the SEC respectfully requests that this Court:
I.
Find that the Defendants committed the violations alleged in this Complaint;

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II.
Enter an injunction, in a    form consistent with Rule 65(d) of the Federal Rules of Civil
Procedure, permanently restraining and enjoining Defendants from violating, directly or
indirectly, the laws and rules they are alleged to have violated in this Complaint;
III.
Order that Defendants disgorge any and all ill-gotten gains on a joint and several basis,
together with pre-judgment interest, derived from the improper conduct set forth in this
Complaint;
IV.
Order that Defendants 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)] in an
amount to be determined by the Court, plus post-judgment interest;
V.
Order that Haber and Cournoyer be prohibited from acting as officers or directors of a
public company pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section
21(d) of the Exchange Act [15 U.S.C. § 78u(d)(2)];
VI.
Enter an injunction permanently restraining and enjoining Haber and Cournoyer from
directly or indirectly, including, but not limited to, through any entity owned or controlled by
them, participating in the issuance, purchase, offer, or sale of any security in an unregistered
offering by an issuer, provided, however, that such injunction would not prevent them from
purchasing or selling securities for their own personal account; and
VII.
Grant such other relief as this Court may deem just or appropriate.
JURY DEMAND
The SEC demands a trial by jury on all claims so triable.

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    Respectfully submitted this 13th day of January, 2025.

 s/ Zachary D. Williams
 Jodanna L. Haskins
 Zachary D. Williams
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

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JODANNA L. HASKINS (Colo. Bar No. 41285) 
Email: [email protected] 
ZACHARY D. WILLIAMS (Colo. Bar No. 56979) 
Email: [email protected]  
Attorneys for Plaintiff 
Securities and Exchange Commission 
1961 Stout Street, Suite 1700 
Denver, Colorado 80294 
Telephone: (303) 844-1000 
Facsimile: (303) 297-3529 

 
UNITED STATES DISTRICT COURT 

DISTRICT OF NEVADA 
 

UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION, 

Plaintiff, 
vs. 
 

JOECOOL.COM, LLC, 
JOSEPH ARIEL HABER, and  
ROBERT TYE COURNOYER, 
 

Defendants. 
 

 
Case No. 25-cv-00076 

 
COMPLAINT 
 
JURY TRIAL DEMANDED 

 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Joecool.com, LLC (“Joecool”), its Chief Executive Officer (“CEO”) Joseph Ariel Haber (“Haber”), 

and Robert Tye Cournoyer (“Cournoyer”) alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. Joecool raised over $2 million from at least 18 investors on the back of a lie by its 

CEO, Haber: that Haber would use investor money to produce, package, market, and sell 

cannabidiol (“CBD”) infused coffee products through Joecool, an entity Haber controlled. 

Instead, Haber used almost half of the investors’ money—approximately $731,000—to fund his 

gambling and high-roller habits, including by making various purchases at casinos, pawn shops, 

Case 2:25-cv-00076     Document 1     Filed 01/13/25     Page 1 of 20

mailto:[email protected]
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restaurants, and cigar lounges. Haber also made approximately $151,000 of net cash 

withdrawals, at least a portion of which he misused. As for the rest of the investors’ money, 

Haber gave almost all of it—over $980,000—to Cournoyer for finding Joecool investors, 

persuading them to invest, and negotiating the terms of the investments. Joecool investors never 

received any profit distributions or recouped their investment.  

2. To further entice investors to invest, Haber and Cournoyer told investors that 

Joecool was negotiating or had secured lucrative sales contracts with several well-known 

wholesaler businesses. But those businesses did not negotiate with, much less enter into 

contracts with, Joecool. In fact, none of the well-known wholesalers with which Joecool was 

purportedly doing business had ever heard of Joecool, Haber, or Cournoyer.  

3. The lies continued after Haber told investors that Joecool was transitioning to a 

multi-level marketing (“MLM”) company. Haber told investors that his wife—who held the title 

of President and managing member of Joecool but was never substantively involved in the 

business—had 40 years of multi-level marketing (“MLM”) experience. This was not true: 

Haber’s wife—who was 49 years old when Haber claimed she had 40 years of MLM 

experience—never founded, managed, or even worked for an MLM company.  

4. As a result of the conduct described herein, Defendants violated and, unless 

restrained and enjoined, will continue to violate Sections 5(a), 5(c), and 17(a)(2) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; and Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

thereunder [17 C.F.R. § 240.10b-5]. In addition, Haber and Joecool violated and, unless 

restrained and enjoined, will continue to violate Sections 17(a)(1) and (3) of the Securities Act 

and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder. Cournoyer also 

violated and, unless restrained and enjoined, will continue to violate Section 15(a) of the 

Exchange Act.  

5. The SEC seeks, against all Defendants, (i) permanent injunctions; 

(ii) disgorgement on a joint and several basis of all ill-gotten gains from the unlawful activity set 

forth in this Complaint under Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C.§ 

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78(d)(3), (5), and (7)] together with prejudgment interest; (iii) civil penalties under 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)]; and, with respect to Haber and Cournoyer, (iv) bars prohibiting them from serving as 

an officer or director of a public company; and (v) an injunction prohibiting them from directly 

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

participating in the issuance, purchase, offer, or sale of any security in an unregistered offering 

by an issuer, provided, however, that such injunction would not prevent them from purchasing or 

selling securities for their own personal account.  

DEFENDANTS 

6. Joecool.com, LLC is a Nevada limited liability company (“LLC”) that was 

founded in September 2019. Between November 2019 and February 2024 (the “Relevant 

Period”), Joecool purported to offer various CBD-infused coffee products, including K-cups, 

coffee beans, and energy shots. 

7. Joseph Ariel Haber, age 54, is a resident of Henderson, Nevada and is the 

CEO and controlling managing member of Joecool. Haber controlled Joecool’s bank 

accounts during the Relevant Period.  

8. Robert Tye Cournoyer, age 57, has previously resided in Texas, but his 

current state of residence is unknown. During the Relevant Period, Cournoyer was Joecool’s 

Vice President of Investor Relations. He raised approximately $2 million for Joecool by 

soliciting investors, including many investors who had previously invested in other entities 

controlled by Cournoyer, Green Equity Group, LLC (“GEG”) and RS Group, LLC (“RS 

Group”). The SEC has sued Cournoyer twice before, most recently in the pending matter, 

SEC v. Cournoyer, et al., Case No. 24-cv-01304 (D. Colo., filed May 10, 2024). In 2004, 

Cournoyer was enjoined from violating certain provisions of the federal securities laws and 

from participating in any offering of penny stock, SEC v. GetAnswers, Inc., et al., No. 03- 

cv-20048 (S.D. Fla., filed Jan. 2003), and the SEC barred Cournoyer from association with 

any broker or dealer, In re Cournoyer, Exchange Act Release No. 34- 49720 (May 18, 2004) 

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(Order).  

JURISDICTION AND VENUE 

9. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e), 

and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a)]. 

10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 

77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and 28 U.S.C. § 1391(b). 

Joecool is a Nevada LLC that conducted business in this district, including soliciting, offering, 

and selling Joecool securities to at least one investor who resides in this district. Haber also 

solicited investors from Henderson, Nevada, where he resides. 

FACTS 

I. Background 

11. Haber and his wife formed Joecool in September 2019. From that time and 

through the Relevant Period, Joecool claimed to be selling CBD-infused coffee products, 

including K-cups, coffee beans, and energy shots. 

12. During the Relevant Period, Haber was the only person who exercised control 

over the bank accounts into which Joecool investors funds were deposited. He also was the 

controlling managing member of Joecool and exercised control over the entity. All of 

Joecool’s business decisions were made by Haber and not by investors, who relied solely on 

Joecool’s efforts and expertise to generate profits.  

13. From its inception through February 2022, Haber and Cournoyer claimed 

Joecool sold its products to grocery stores, hotels, casinos, and airlines. Starting in February 

2022, Haber told investors that Joecool had pivoted to an MLM business model. Haber 

described Joecool’s MLM business model as “Consumer-to-Consumer Sales” by “a team of 

over 250,000 Brand Loyal and Enthusiastic affiliate ambassadors” that Haber claimed 

Joecool was “building.”  

II. The Offer and Sale of Joecool Securities 

14. Haber began raising funds from investors in November 2019. By at least May 

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2020, Cournoyer had joined in the effort. Between November 2019 and February 2024, 

Haber and Cournoyer raised over $2 million from at least 18 investors across the country by 

offering and selling Joecool securities in the form of LLC units. 

15. Haber and Cournoyer solicited investors via emails, phone calls, and a 

YouTube video posted on May 27, 2020.  

16. In the May 27 YouTube video, Haber stated that Joecool’s business model 

was to “sell to businesses . . . in large volumes . . . . [W]e’re making some progress in getting 

into hotels, airlines, supermarkets, and whatnot. These [are] our major distribution outlets. . . 

. [Joecool] has an upward potential of making money in the billions, with a b. . . . This 

opportunity will not last.” During the video, Cournoyer said that his role at Joecool was 

“rais[ing] money,” and that Joecool “plan[ed] to do profit sharing, as soon as [it] start[ed] 

making money, within probably the first 6 to 12 months.” He claimed he was involved in 

private equity and had “raised several hundred million dollars over the last 20–25 years,” and 

that Joecool “will have the highest return out of anything [he had] ever done.” He further 

stated that Joecool was “at the beginning stages” but was about to embark into “a funding 

process.” Per Cournoyer, Joecool was in “the right time with the right product” and investors 

were “getting the highest equity, the best opportunity, [and] the best risk versus reward.” 

According to Cournoyer, Joecool was “not just a thought” but was “actually moving.” 

17. Cournoyer also personally identified at least 16 Joecool investors, many of 

whom previously invested in Cournoyer’s entities (GEG and RS Group), solicited their 

investment via phone calls and emails, persuaded them to invest, and negotiated the terms of 

the investments. 

18. Once the terms of the investment were settled, Cournoyer or Haber would 

send investors executed unit purchase agreements, which Haber and the investors signed, 

along with instructions on how to wire their investment to one of Joecool’s bank accounts. 

19. In exchange for their investment, Haber, who was designated as Joecool’s 

controlling managing member in Joecool’s operating agreement, sent investors “LLC 

Membership Certificate[s]” reflecting their ownership shares in Joecool. 

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20. None of the documents provided to investors, including Joecool’s operating 

agreement and its unit purchase agreements, disclosed that Haber or Cournoyer would 

receive salaries, commissions, or any type of payment related to Joecool’s business or the 

offer or sale of Joecool securities.  

21. Joecool did not return any money to investors.  

III. Joecool and Haber Misappropriated and Misused Investor Money. 

22. Rather than using investor funds to produce, package, market, and sell Joecool 

products as promised, Haber, through Joecool, misappropriated investor funds for his own 

personal use, and misused other investor funds by paying Cournoyer undisclosed 

commissions for finding Joecool investors, persuading them to invest, and negotiating the 

terms of the investments. 

23. Specifically, Haber misappropriated at least $731,000 of the over $2 million 

Joecool received from investors by using hundreds of thousands of dollars on Google Play 

gambling applications and at brick and mortar casinos, as well as spending hundreds of 

thousands of dollars on personal expenses including alcohol, travel, luxury retail purchases, 

and purchases at pawn shops, restaurants, cigar lounges, and grocery stores. Haber also made 

approximately $151,000 of net cash withdrawals, at least a portion of which he misused. 

24. In many instances, Haber’s illicit purchases happened in close proximity to 

(and often on the same day as) investor deposits. Investor funds were often deposited into 

Joecool bank accounts with a low balance and then spent in the same month, and in some 

cases, within days, on the personal expenses identified above.  

25. For example, on October 28, 2020, an investor’s $15,000 investment was 

deposited into a Joecool bank account with a balance of $1,036. On the same day, Haber 

transferred $3,500 to his personal account and wired Cournoyer $10,000. The next day, 

Haber withdrew $500 from a Las Vegas casino ATM and spent $233 at a cigar lounge. And 

the following day, Haber spent $1,000 playing slot machines. During this three-day period, 

Haber also spent approximately $150 on “Bundle Packages” in a Google Play slot machine 

application.  

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26. Haber, through Joecool, also misused investor funds by making undisclosed 

payments to Cournoyer totaling approximately $981,700—roughly half of the investor 

funds—in connection with Cournoyer’s efforts to raise money for Joecool. Combined with 

Haber’s misappropriation, Haber depleted at least $1.7 million of the approximately $2 

million in investor funds. This figure does not account for Haber’s $151,000 of net cash 

withdrawals, at least some of which was misused by Haber. 

27. Most of Haber’s payments to Cournoyer followed the same pattern: on or 

about the same day investor funds were deposited into Joecool’s bank accounts, Haber wired 

Cournoyer or his entities roughly half of the investor’s funds. 

28. For example, on November 30, 2020, an investor wired $25,000 to one of 

Joecool’s bank accounts in exchange for Joecool securities. On the very same day, Haber 

wired $12,500—exactly half of the investor’s funds—from that same account to a bank 

account belonging to an entity Cournoyer controlled. 

29. The same thing happened a few weeks later. On December 17, 2020, the same 

investor wired $25,000 to the same Joecool bank account in exchange for Joecool securities. 

That same day, Haber wired $12,500—again, exactly half of the investor’s funds—from that 

same account to a bank account belonging to an entity Cournoyer controlled. 

30. Haber knew or was reckless in not knowing, and should have known, that he 

was deceiving investors by misappropriating and misusing their funds after representing that 

he would use their funds to produce, package, market, and sell Joecool products. Given that 

he was the controlling manager member of Joecool as outlined in Joecool’s operating 

agreement, signed the unit purchase agreements, and authored the statements regarding how 

Joecool would use investor funds, Haber knew his representations to investors about the use 

of their funds were false. Haber’s intent is also evidenced by, among other things, him 

spending investor funds on personal expenses soon after their deposit and his pattern of 

sending Cournoyer approximately half of the investor funds shortly after the investment was 

made. 

31. Haber’s scienter is imputed to Joecool because he controlled the entity and 

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was its controlling managing member. 

IV. Defendants Made False and Misleading Statements to Investors. 

A. Haber and Joecool Made False and Misleading Statements About the Use of 
Investor Funds. 
 

32. During the Relevant Period, Haber, individually and through Joecool, told 

investors that their funds would be spent on producing, packaging, marketing, and selling 

Joecool’s products. These statements were false and misleading because, as alleged above, 

Haber instead misappropriated at least a little less than half of investors’ funds and gave 

approximately half of investors’ funds to Cournoyer.  

33. Specifically, Joecool’s October 1, 2019 Investor Prospectus, which Haber 

wrote, told investors that “[i]nvestor capital will be used for manufacturing, packaging, and 

to aide our marketing strategy—to leverage our trade conferences and vendor/distributor 

strategy.” Haber sent this document to investors to solicit their investment. 

34. Similarly, Joecool’s July 20, 2020 Investor Projections, which Haber wrote, 

told investors that Joecool “require[ed] additional internal funding for the next round of 

manufacturing.” Haber sent this document to investors to solicit their investment. 

35. These documents were attributed to Joecool. Haber had ultimate authority 

over the statements as he controlled Joecool, was its controlling managing member, and 

wrote the statements.  

36. Haber repeated the same misrepresentations via email to at least one investor 

who asked Haber how his funds would be used. Specifically, on April 12, 2021, Haber, on 

behalf of Joecool and using his Joecool email address, offered an investor “an agreement for 

$13k for 0.65%” of a Joecool LLC unit. The investor responded that he was “on board with 

the last piece of investment capital” but he was “a bit concerned about [Joecool’s] monthly 

need for cash flow . . . . What is this new money [going] to be used on?” Haber responded 

that the “new money is going to manufacture more kcups [sic].” 

37. On April 16, the investor wired “$13k” for “0.65% investment in Joe Cool 

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[sic]” to one of Joecool’s bank accounts.  

38. Haber did not use this investor’s funds on K-cups and almost none of it was 

spent on items related to Joecool’s business. Instead, between April 16 and 22, Haber (i) 

wired $7,000 of this investor’s money to Cournoyer; (ii) withdrew almost $3,000 from a 

casino ATM; (iii) transferred $500 to his personal account; and (iv) spent almost $700 on 

personal expenses, such as groceries and at restaurants. 

39. In all these materials, Haber’s statements about the use of investor funds were 

false and misleading. Instead of using investor funds as described, Haber and Joecool 

misappropriated and misused a significant portion of investor funds for Haber’s personal 

expenses and payments to Cournoyer.  

40. Haber knew or was reckless in not knowing, and should have known, that his 

statements concerning the intended use of investor funds were false and misleading at the 

time they were made to investors and potential investors because he was Joecool’s sole 

controlling managing member and, as a signatory on Joecool’s bank accounts, had 

knowledge about the use of investor funds. 

41. Haber’s scienter is imputed to Joecool because he controlled the entity and 

was its controlling managing member. 

42. The statements about the use of investor funds were material to investors 

because reasonable investors would consider it important that Haber and Joecool did not use 

their funds on producing, packaging, marketing, and selling Joecool products but, instead, 

used a significant portion of their funds for Haber’s personal expenses and payments to 

Cournoyer.  

B. Defendants Made False and Misleading Statements About Joecool Negotiating 
and Securing Lucrative Sales Contracts with Wholesaler Businesses. 
 

43. Haber, individually and through Joecool, and Cournoyer told investors they 

were negotiating with or had secured lucrative sales contracts between Joecool and various 

grocery stores, hotels, casinos, and airlines. 

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44. Joecool’s July 20, 2020 Investor Projections, which Haber wrote, told 

investors that Joecool was “in discussions and [was] being vetted as the exclusive CBD 

coffee brand for [an] Airline[]. This vanity account will bring us vast goodwill as a ‘trusted’ 

brand.” This document was attributed to Joecool. Haber had ultimate authority over the 

statements as he controlled Joecool, was its controlling managing member, and wrote the 

statements.  

45. Cournoyer told investors in a November 17, 2020 email that he “was with Mr. 

Haber and we had meetings with [a casino resort] and we were able to establish a test run on 

300–500 rooms in one of the Vegas properties to offer JoeCool [sic] coffee products.” 

46. Regarding the same casino resort, in a January 18, 2021 email, Cournoyer told 

investors that he had a “meeting with [the casino resort] to provide them with CBD infused 

coffee in the form [of] K cups [sic]. . . . [T]his program is moving forward with a start date 

during the March Madness Collegiate basketball series.”  

47. Regarding the same casino resort, in an October 6, 2023 email, Haber told one 

investor that the casino was “open to offering our Joecool Brands Kcups [sic]. . . . It’s a 

longer negotiation than we first anticipated. They offer kcups [sic] in most of the rooms for I 

think $6 or $7 per kcup [sic]. . . . It’s magnificent margins.” 

48. In a December 17, 2021 email, Cournoyer told investors that “Joecool has set 

up multiple revenue streams for sales of coffee and espresso shots through various national 

hotel and resort chains” and a wholesale grocery store.  

49. Haber and Cournoyer’s statements were false and misleading because the 

statements above were not true. 

50. Defendants knew or were reckless in not knowing, and should have known, 

that their statements concerning Joecool’s relationship with these businesses were false and 

misleading at the time they were made to investors and potential investors because none of 

the meetings or contracts they claimed ever occurred. 

51. Haber’s scienter is imputed to Joecool because he controlled the entity and 

was its controlling managing member. 

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52. The statements about Joecool’s dealings with these business were material to 

investors because, in communications with investors from September 2019 through February 

2022, Haber, individually and through Joecool, claimed Joecool’s business model turned 

exclusively on Joecool’s ability to sell its products to wholesalers, and reasonable investors 

would consider it important that a critical aspect of Joecool’s business model was not 

occurring.  

C. Haber and Joecool Made a False and Misleading Statement Regarding Haber’s 
Wife’s MLM Background. 
 

53. Starting in February 2022, Haber told investors that Joecool had pivoted to an 

MLM business model. Haber described Joecool’s MLM business model as “Consumer-to-

Consumer Sales” by “a team of over 250,000 Brand Loyal and Enthusiastic affiliate 

ambassadors” that Haber claimed Joecool was “building.” 

54. In a November 2023 document entitled “WHY INVEST IN JOECOOL?,” 

Haber, through Joecool, solicited investors by making a false and misleading statement about 

his wife’s MLM background by representing that she had “40 years [of] MLM experience.”   

55. This statement was also false and misleading because Haber’s wife—who was 

49 years old when Haber claimed she had 40 years of MLM experience—never founded, 

managed, or even worked for an MLM company.  

56. Haber knew or was reckless in not knowing, and should have known, that his 

statement concerning his wife’s MLM experience was false and misleading because he has 

been married to his wife since 1999 and was familiar with her age, work history, and 

background. 

57. Haber’s scienter is imputed to Joecool because he controlled the entity and 

was its controlling managing member. 

58. The statement about Haber’s wife’s MLM background was material to 

investors because, from February 2022 to February 2024, Haber and Joecool claimed that 

Joecool’s business was entirely dependent on successfully executing its MLM business 

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model and reasonable investors would consider it important that Joecool lacked any MLM 

experience.  

V. Haber Deceived Investors with False, Lulling Statements. 

59. Haber repeatedly lulled investors into thinking their investments were safe 

when they were not. 

60. For example, in a February 24, 2022 email, the same investor discussed in 

paragraphs 36 and 37 asked Haber “[h]ow . . . it [was] going with the k-cups [sic].” By this 

point, Haber had misappropriated and misused most of this investor’s investments totaling 

over $100,000. Nevertheless, Haber responded: “[w]e’re working full-steam [sic] everyday 

[sic] . . . . I never stop until we hit the honey hole full of $$$. That’s my job and favorite 

thing to do. . . . I’m 100% loyal to you.” 

61. Haber knew or was reckless in not knowing, and should have known, that he 

was deceiving this investor by claiming that he was working on the K-cups and was 100% 

loyal to the investor when, in fact, he had misappropriated and misused the investor’s funds.  

62. Another investor asked Haber in an August 20, 2022 email “[h]ow things 

[were] coming along for . . . . the trial run at [a hotel chain] and getting our foot in the door at 

[a grocery wholesaler].” Haber responded in an August 24, 2022 email that the trial run was 

“being worked on,” and that he was “waiting for a response from the [grocery wholesaler’s] 

legal department on when and how.”  

63. Haber knew or was reckless in not knowing, and should have known, that he 

was deceiving this investor by claiming that he was negotiating with a hotel chain and 

grocery wholesaler when, in fact, the hotel chain and grocery had never been in contact with 

Haber and never had any dealings with Joecool.  

VI. Joecool Offered and Sold Securities Without Filing a Registration Statement in 
Violation of Sections 5(a) and (c) of the Securities Act. 

 
64. Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act 

define “security” as including “any note, stock” and “investment contract[.]” An investment 

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contract involves: (i) an investment of money, (ii) in a common enterprise, (iii) with an 

expectation of profits derived from the efforts of others. 

65. Joecool’s LLC units are securities in the form of an investment contract 

because: (i) investors made an investment of money in exchange for the units; (ii) Joecool 

investors’ funds were pooled in Joecool bank accounts and their fortunes were collectively 

linked to Joecool’s efforts and expertise with respect to the opportunities they presented, 

including with Joecool’s wholesaler and MLM business models; and (iii) investors were 

entirely reliant on Joecool’s efforts to generate returns. 

66. Sections 5(a) and (c) of the Securities Act [15 U.S.C. § 77e(a) and (c)], make 

it unlawful for any person, directly or indirectly, to use interstate commerce or the mails, to 

sell a security unless a registration statement is in effect as to the security, or to offer to sell a 

security unless a registration statement has been filed as to such security. 

67. Joecool offered and sold securities in the form of investment contracts to the 

general public by using the means or instruments of interstate commerce, including but not 

limited to telephones and the Internet. 

68. Haber was a necessary participant and substantial factor in the sale of 

unregistered Joecool securities because he (i) was the sole author of the Joecool materials 

used to solicit investors; (ii) solicited Joecool investors via phone, email, and a YouTube 

video; (iii) was Joecool’s controlling managing member; and (iv) was the only person 

responsible for running Joecool’s business and issuing Joecool units. 

69. Cournoyer was a necessary participant and substantial factor in the sale of 

unregistered Joecool securities because he solicited Joecool investors via phone, email, and a 

YouTube video, and, according to Haber, Joecool would not have raised any money without 

Cournoyer.  

70. No registration statements were ever filed with the SEC or otherwise in effect 

with respect to Joecool’s securities. 

71. Joecool sold securities to at least one unaccredited investor and failed to take 

any steps to verify the accredited status of all but two investors. 

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VII. Cournoyer Acted as an Unregistered Broker in the Offer and Sale of Joecool 
Securities. 

 
72. As explained above, Cournoyer found and solicited Joecool investors via 

email, phone calls, and a video posted on YouTube, persuaded them to invest, and negotiated 

the terms of the investments. 

73. Cournoyer repeatedly touted the merits of the Joecool investment to investors. 

For example, he told one investor that Joecool was “about to [b]reak out into huge revenues 

with multiple retail chains adding in our product to their lineup. It is a very exciting time and 

I wanted to make sure you had the opportunity to get in at the founders level . . . . Timing is 

everything and now the company is about to explode with revenues, so if you can take 

advantage of this opportunity, you really should . . . .” 

74. As part of his pitch to potential investors, Cournoyer sent or caused to be sent 

various materials (e.g., Joecool’s investor prospectus, projections, newsletters, unit purchase 

agreements) to investors.  

75. On occasion, Cournoyer negotiated the terms of the investments between 

Haber and prospective investors. For example, Cournoyer told one investor that he was able 

to secure an extra 0.5% interest for his investment “after speaking with . . . Joe [Haber].”  

76. According to Haber, Joecool would not have been able to raise money without 

Cournoyer. 

77. During the Relevant Period, Cournoyer was not registered as a broker, nor was 

he associated with a registered broker-dealer and, in fact, since 2004, Cournoyer has been 

barred from association with any broker pursuant to Section 15(b)(6) of the Exchange Act.  

78. And as alleged above, Haber paid Cournoyer approximately half of the 

investor funds in exchange for finding investors, persuading them to invest, and negotiating 

the terms of their investment.  

VIII. Defendants’ Conduct was in the Offer or Sale, and in Connection with the Purchase 
or Sale, of Securities, and Done Using Interstate Commerce. 

79. The misstatements alleged herein were made and disseminated by Defendants 

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to induce investors to buy Joecool securities. 

80. Further, these misstatements were made in written and oral communications 

soliciting investments and contained in emails and investor materials provided to investors in 

connection with their investments. 

81. In addition, Haber and Joecool misappropriated and misused funds raised 

through the offer and sale of Joecool securities. 

82. As such, Defendants’ deceptive conduct, including their material 

misstatements, was in the offer or sale of securities as defined in Section 2(a)(1) of the 

Securities Act and in connection with the purchase or sale of securities as defined in Section 

3(a)(10) of the Exchange Act. 

83. In connection with the conduct alleged in this Complaint, Defendants, directly 

or indirectly, singly or in concert with others, made use of the means or instruments of 

transportation or communication in interstate commerce, the means or instrumentalities of 

interstate commerce, or of the mails, including soliciting investors by providing documents 

containing false and misleading statements via email, soliciting investors by phone, and 

obtaining funds from investors through interstate commerce. 

FIRST CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and 

Rules 10b-5(a) and (c) Thereunder 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a) and (c)] 

(Against Haber and Joecool) 
 
 

84. The SEC re-alleges and incorporates by reference paragraphs 1 to 83 as though 

fully set forth herein. 

85. Haber and Joecool, directly or indirectly, acting intentionally, knowingly or 

recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in 

connection with the purchase or sale of securities employed a device, scheme, and artifice to 

defraud; and have engaged or are engaging in acts, practices or courses of business which 

operate as a fraud or deceit upon certain persons.  

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86. As a result, Haber and Joecool have violated and, unless enjoined, will 

continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules l0b-5(a) 

and (c) thereunder [I7 C.F.R. § 240.10b-5(a) and (c)]. 

SECOND CLAIM FOR RELIEF 
Violations of Sections 17(a)(1) and (3) of the Securities Act 

[15 U.S.C. § 77q(a)(1) and (3)] 
(Against Haber and Joecool) 

87. The SEC re-alleges and incorporates by reference paragraphs 1 to 86 as though 

fully set forth herein. 

88. Haber and Joecool, directly or indirectly, acting intentionally, knowingly or 

recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in 

connection with the purchase or sale of securities have employed or are employing devices, 

schemes or artifices to defraud, and acting at least negligently, have engaged in transactions, 

practices, or courses of business which operated or would have operated as a fraud or deceit 

upon the purchasers of such securities. 

89. As a result, Haber and Joecool have violated and, unless enjoined, will 

continue to violate Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), 

(3)]. 

THIRD CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and 

Rule 10b-5(b) Thereunder 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(b)] 

(Against All Defendants) 
 
 

90. The SEC realleges and incorporates by reference paragraphs 1 to 89 as though 

fully set forth herein. 

91. Defendants, directly or indirectly, acting intentionally, knowingly or 

recklessly, by the use of means or instrumentalities of interstate commerce or of the mails, in 

connection with the purchase or sale of securities have made or are making untrue statements 

of material fact or have omitted or are omitting to state a material fact necessary to make the 

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

misleading.  

92. As a result, Defendants have violated and, unless enjoined, will continue to 

violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule l0b-5(b) thereunder 

[I7 C.F.R. § 240.10b-5]. 

FOURTH CLAIM FOR RELIEF 
Violations of Section 17(a)(2) of the Securities Act 

[15 U.S.C. § 77q(a)(2)] 
(Against All Defendants) 

93. The SEC re-alleges and incorporates by reference paragraphs 1 to 92 as though 

fully set forth herein. 

94. Defendants, directly or indirectly, acting at least negligently, by the use of 

means or instrumentalities of interstate commerce or of the mails, in connection with the 

purchase or sale of securities have obtained money or property by means of untrue statements 

of a material fact or by omitting 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. 

95. As a result, Defendants have violated and, unless enjoined, will continue to 

violate Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)].  

FIFTH CLAIM FOR RELIEF 
Violations of Sections 5(a) and 5(c) of the Securities Act 

[15 U.S.C. §§ 77e(a), 77e(c)] 
(Against All Defendants) 

96. The SEC realleges and incorporates by reference paragraphs 1 to 95 as though 

fully set forth herein. 

97. Defendants, directly or indirectly, singly and in concert with others, have been 

offering to sell, selling, and delivering after sale, certain securities, and have been, directly 

and indirectly: (i) making use of the means and instruments of transportation and 

communication in interstate commerce and of the mails to sell securities, through the use of 

written contracts, offering documents, and otherwise; (ii) carrying and causing to be carried 

through the mails and in interstate commerce by the means and instruments of transportation, 

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such securities for the purpose of sale and for delivery after sale; and (iii) making use of the 

means or instruments of transportation and communication in interstate commerce and of the 

mails to offer to sell such securities. 

98. The Joecool LLC units described in detail herein have been offered and sold to 

the public through a general solicitation of investors. No registration statements were ever 

filed with the SEC or otherwise in effect with respect to these securities. 

99. Haber and Cournoyer were necessary participants and substantial factors in 

the sale of unregistered Joecool securities. 

100. As a result, Defendants have 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)]. 

SIXTH CLAIM FOR RELIEF 
Violation of Section 15(a)(1) of the Exchange Act  

[15 U.S.C. § 78o(a)(1)]  
(Against Cournoyer)  

101. The SEC re-alleges and incorporates by reference paragraphs 1 to 100 as 

though fully set forth herein. 

102. Cournoyer engaged in the business of effecting transactions in securities for 

the account of others, and 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 or sale of, securities without being registered as a broker or dealer with 

the SEC or associated with a broker or dealer registered with the SEC.  

103. As a result, Cournoyer has violated and, unless enjoined, will continue to 

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

RELIEF SOUGHT 

WHEREFORE, the SEC respectfully requests that this Court: 

I.  

Find that the Defendants committed the violations alleged in this Complaint; 

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II.  

Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining Defendants from violating, directly or 

indirectly, the laws and rules they are alleged to have violated in this Complaint; 

III.  

Order that Defendants disgorge any and all ill-gotten gains on a joint and several basis, 

together with pre-judgment interest, derived from the improper conduct set forth in this 

Complaint; 

IV.  

Order that Defendants 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)] in an 

amount to be determined by the Court, plus post-judgment interest; 

V.  

Order that Haber and Cournoyer be prohibited from acting as officers or directors of a 

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

21(d) of the Exchange Act [15 U.S.C. § 78u(d)(2)];  

VI.  

Enter an injunction permanently restraining and enjoining Haber and Cournoyer from 

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

them, participating in the issuance, purchase, offer, or sale of any security in an unregistered 

offering by an issuer, provided, however, that such injunction would not prevent them from 

purchasing or selling securities for their own personal account; and 

VII.  

Grant such other relief as this Court may deem just or appropriate. 

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable. 

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    Respectfully submitted this 13th day of January, 2025. 
 

 s/ Zachary D. Williams    
 Jodanna L. Haskins 
 Zachary D. Williams               

Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

 

 

Case 2:25-cv-00076     Document 1     Filed 01/13/25     Page 20 of 20


	SUMMARY OF ALLEGATIONS
	DEFENDANTS
	JURISDICTION AND VENUE
	FACTS
	I. Background
	II. The Offer and Sale of Joecool Securities
	III. Joecool and Haber Misappropriated and Misused Investor Money.
	IV. Defendants Made False and Misleading Statements to Investors.
	A. Haber and Joecool Made False and Misleading Statements About the Use of Investor Funds.
	B. Defendants Made False and Misleading Statements About Joecool Negotiating and Securing Lucrative Sales Contracts with Wholesaler Businesses.
	C. Haber and Joecool Made a False and Misleading Statement Regarding Haber’s Wife’s MLM Background.
	V. Haber Deceived Investors with False, Lulling Statements.
	VI. Joecool Offered and Sold Securities Without Filing a Registration Statement in Violation of Sections 5(a) and (c) of the Securities Act.
	VII. Cournoyer Acted as an Unregistered Broker in the Offer and Sale of Joecool Securities.
	VIII. Defendants’ Conduct was in the Offer or Sale, and in Connection with the Purchase or Sale, of Securities, and Done Using Interstate Commerce.

	FIRST CLAIM FOR RELIEF
	SECOND CLAIM FOR RELIEF
	THIRD CLAIM FOR RELIEF
	FOURTH CLAIM FOR RELIEF
	FIFTH CLAIM FOR RELIEF
	SIXTH CLAIM FOR RELIEF
	RELIEF SOUGHT
	I.
	II.
	III.
	IV.
	V.
	VI.
	VII.
	JURY DEMAND