SEC v. International Stock Transfer, Inc.; and Cecil Franklin Speight, Eastern District of New York (July 24, 2014) — Complaint

Andrew M . Calamari 
Alexander Vasilescu 
Adam 
S. Gr~ce 
Justin A. Alfano 
John Lehmann 
SECURITIES 
AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place 
200 Vesey Street, Room 400 
New York, NY 10281 
(212) 336-0178 (Vasilescu) 
UNITED 
STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 
SECURITIES 
AND EXCHANGE COMMISSION, 
Plaintiff, 
v. 
INTERNATIONAL 
STOCK TRANSFER, INC., 
AND CECIL FRANKLIN SPEIGHT, 
Defendants. 
VVI\I.L., 
1 
,.J. 
14Civ. __ ( ) 
COMPLAINT 
Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint against 
defendants International Stock Transfer, Inc. 
("IST") and Cecil Franklin Speight ("Speight") 
(collectively, "the Defendants"), alleges: 
SUMMARY 
1. This is  an action brought against Speight and his registered transfer agent, 1ST, 
based on their fraudulent offering of securities. Speight and 1ST, together with other individuals, 
took more than $3.3 million from over 
70 investors who were lured by aggressive boiler room 
tactics and a web 
of fake investment firms and websites promising high rates of return and 
discounted stock prices. 

2. After taking their money, the Defendants issued the investors counterfeit 
securities 
that-although they had all the indicia of real securities,. including real CUSIP 
numbers and 1ST's signature block-were in fact sham securities and not worth the paper they 
were printed on.
1 
Speight signed some of the certificates holding himself out as a director of the 
purported issuer, even though he was not. In other instances, 
1ST issued certificates that 
included an illegible signature of a supposed company officer when, in fact, the company had not 
authorized IST to issue any shares. Many 
of the certificates did not even consistently identify 
the company's country 
of incorporation, identifying one country on the front ofthe certificate 
but a different country on the back 
of the certificate. 
3. To bolster the appearance ofthe safety of the investments and conceal from 
investors how their money was really being spent, the Defendants enlisted two attorneys to 
receive investment funds into their own bank accounts. In return for their 
"services," the 
attorneys received approximately two percent of the funds sent through their accounts. From 
there, the money was transferred to IST. Instead 
of making its way to any issuers, however, IST 
and Speight spent the investor money almost as quickly as it came in, including on personal 
expenses and expenses related to funding the ongoing scheme. In 
Ponzi-scheme fashion, 
investor money was also used to fund interest payments to other investors. 
VIOLATIONS 
4. By virtue of the conduct alleged herein Defendants, directly or indirectly, singly 
or 
in concert, have engaged and are engaging in acts, practices and courses ofbusiness that 
constitute violations 
of Sections 17( a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. 
§ 77q(a), Section 1 O(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U .S.C. 
CUSIP stands for "Committee on Uniform Securities Identification Procedures." A CUSIP number 
identifies most securities. 
2 

§ 78j(b ),  and Exchange Act Rule 1 Ob-5, 17 C.F .R. § 240.1 Ob-5. 
5. By virtue of the conduct alleged herein, Defendant IST engaged and is  engaging 
in acts, practices and courses 
of business that constitute violations of Section 17(a)(3) of the 
Exchange Act, 
15 U.S.C. § 78q(a)(3), and Exchange Act Rules 17Ad-6 and 17Ad-7, 17 C.F.R. 
§§ 240.17 Ad-6 and 240.17 Ad-7, and Defendant Speight has engaged and is engaging in acts, 
practices, and courses 
of business that constitute aiding and abetting of such violations. 
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 
6. The Commission brings this action pursuant to the authority conferred upon it  by 
Section 
20(b) of the Securities Act, 15 U.S.C. § 77t(b), and Section 2l(d) of the Exchange Act, 
15 U.S.C. § 78u(d), seeking to restrain and enjoin permanently Defendants from engaging in the 
acts, practices and courses ofbusiness alleged herein. 
7. The Commission seeks a Final Judgment ordering Defendants to disgorge their 
ill-gotten gains and to pay prejudgment interest thereon, ordering Defendants to pay civil 
monetary penalties pursuant to Section 
20(d) of the Securities Act, 15 U.S.C. § 77t(d) and 
Section 
21 (d) of the Exchange Act, 15 U.S .C. § 78u( d), prohibiting Defendants from 
participating in an offering 
of penny stock pursuant to Section 20(g) of the Securities Act, 15 
U.S.C. § 77t(g), imposing an officer and director bar against Speight pursuant to Section 20(e) of 
the Securities Act, 15 U .S.C. § 77t( e), and Section 21 ( d)(2) of the Exchange Act, 15 U .S.C. § 
78u(d)(2), and ordering Defendants to repatriate assets. 
JURISDICTION AND VENUE 
8. This Court has jurisdiction over this action pursuant to Section 22(a) of the 
Securities Act, 
15 U.S.C. § 77v(a), and Section 27 of the Exchange Act, 15 U.S.C. §78aa. 
9. Venue lies in this District pursuant to Section 22(a) 
ofthe Securities Act, 15 
3 

U.S.C. § 77v(a) and Section 27 of the Exchange Act, 15 U.S.C. § 78aa. The Defendants, directly 
and indirectly, have made use 
of the means and instrumentalities of interstate commerce, or of 
the mails, in connection with the transactions, acts, practices and courses of business alleged 
herein, including by the offer and sale and the mailing 
of securities to residents in this District, 
and communications with potential and actual investors or scheme participants 
in this District. 
DEFENDANTS 
10. International Stock Transfer, Inc. ("1ST") is a Florida corporation incorporated 
in 2004, with an office in Palm Beach, Florida. Cecil Franklin Speight is currently the sole 
owner, officer and director 
ofiST. Since March 22, 2004, IST has been registered with the 
Commission as a transfer agent. 
On June 14,2013, staff in the Commission's Office of 
Compliance Inspections and Examinations (the "Staff') conducted an examination ofiST's 
business in which IST failed to produce the majority of required records to the Staff. IST 
subsequently filed a Form TA-W with the Commission, seeking to withdraw its registration as a 
Transfer Agent. The withdrawal was made effective by the Commission on August 
13, 2013. 
11. CeciJ Franklin Speight ("Speight"), age 53, is a resident of West Palm Beach, 
FL. 
Speight is the sole owner, officer, and director ofiST. 
FACTS 
A. 1ST and Speight's Background 
12. A "transfer agent" is defined in Section 3(a)(25) of the Securities Exchange Act 
of 1934 as any person who engages on behalf of an issuer of securities or on behalf of itself as an 
issuer of securities in, among other things, countersigning securities upon issuance, monitoring 
securities issuances to prevent the unauthorized issuance 
of securities, and recording the 
issuance, transfer, and cancellation of securities. 
4 

13. Since registering with the Commission as a transfer agent in 2004, 1ST has failed 
to file a single required annual 
"Form TA-2" with the Commission and failed to regularly inform 
the Commission 
of its current business address. 
14. When members 
ofthe Staff attempted to conduct an examination ofiST in May 
2013, they found 1ST operating out of an office location that IST had not previously disclosed to 
the Commission. 
15. From at least May 
2012 through June 14, 2013, 1ST's "Office Manager," and the 
only other person besides Speight authorized to sign stock certificates on behalf 
ofiST was a 
local bartender whom Speight had hired as a part-time independent contractor. 
16. Although Speight and this 
Office Manager both reside and work in southern 
Florida, where IST was doing business, 1ST corresponded with security holders using a London 
address and phone number on its business stationery. 
B. Speight Paid For Websites Facilitating the Solicitation oflnvestors 
17. Beginning 
in April 2012, Speight paid for the creation and maintenance of 
websites for three bogus unregistered financial advisors: GNS Wealth Management ("GNS"), 
ACI Private Wealth (also known as ACI Private Client) ("ACI"), and Mass Fidelity, Inc. ("Mass 
Fidelity"). 
Mass Fidelity is not affiliated in any way with the brokerage and mutual fund 
company widely known to the public 
as "Fidelity," which is based in Massachusetts. Speight 
entrusted other individuals with the tasks 
of designing and maintaining these websites, and with 
responding to investor inquiries. 
18. To fund their creation and maintenance, Speight used debit cards linked 
to two 
different corporate bank accounts that he controlled, including 
an account held in the name of 
IST. 
5 

19. In April2012, Speight paid for the creation of a website for GNS. On its website, 
GNS purported to be a Switzerland-based financial advisor. 
It also claimed that GNS had a 
"team of financial specialists" who would "develop a full investment plan, targeted to achieve 
our client's financial 
goals." These representations were false. 
20. Months later, in early August 2012, the webhost disabled GNS's website after 
being informed by the Swiss regulatory authorities that, contrary to the representations on the 
GNS website, GNS was not an authorized business in Switzerland. 
21. Days after the GNS website was shut down, Speight paid for the creation 
of a new 
website, this time for a different unregistered financial advisor known as ACI. 
22. 
ACI's website claimed that "Over the years, ACI Private Wealth Management has 
proved to be the right investment manager for sophisticated 
investors" and assured the public 
that 
"We do what is right and ethical." As with theGNS website, these representations were also 
false. 
23. Starting in November 
2012, Speight began funding multiple websites connected 
to an unregistered financial advisor called Mass Fidelity using the same IST debit card. 
24. Mass Fidelity's website claimed that it was a 
"diversified investment entity;" that 
it had 
"contracted with" many "national and international banking institutions;" that it "invests 
and co-manages full service banking companies;" and that "[t]he companies Mass Fidelity Inc. 
invests 
in are leaders in issuing, acquiring, as well as mergers, and acquisitions." Each of these 
statements was false. 
C. The Fraudulent Scheme 
25. Once Speight funded the creation ofthe unregistered purported financial advisory 
firm's websites, each 
of those business names was used to sell counterfeit securities to members 
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of the investing public, including through internet advertising and through "cold calling." 
26. Speight, through IST, transferred over one million dollars of scheme proceeds to 
other scheme participants, including certain individuals and related entities that were responsible 
for managing a network 
of boiler room operatives (the "Cold Callers") who solicited and sold the 
sham securities to investors. 
27. Initially, the Cold Callers claimed to be associated with the purported 
Swiss 
financial advisory firm, GNS. 
28. Later, after the webhost terminated the GNS website, the Cold Callers sold 
securities on behalf 
of a new financial advisory firm, ACI, which purported to be located in New 
York City. 
29. Investors who had originally invested through 
GNS were told, via email from an 
ACI email address, that ACI had acquired GNS and its investments, including the investor's 
investment. 
30. In reality, there was no such acquisition, and Speight's switch from using GNS to 
ACI to sell securities occurred because the Cold Callers could no longer direct investors to the 
disabled 
GNS website. 
31. During the same time period, the Cold Callers also claimed to be calling on behalf 
of Mass Fidelity to sell securities. 
32. When the Cold Callers succeeded 
in making a sale, they would direct investors to 
wire their money to one of two attorneys, typically by providing investors with wire instructions 
identifYing bank accounts held in the name of the attorneys. 
3 3. Speight used the two attorneys to add the appearance 
of legitimacy to the 
underlying transactions and conceal from investors that their money was being misappropriated. 
7 

34. When these investors sent their money to the attorneys' accounts, the attorneys 
did not transfer the investors' money to the GNS, ACI, or Mass Fidelity entities as some 
investors understood they would (at least one investor received documentation telling him that 
ACI Private Wealth had "custodial responsibility" over his account). Nor was money sent to the 
supposed issuers ofthe securities, as would be expected had the securities been legitimate. 
35. 
Rather than providing any legitimate legal services, the attorneys (doing the 
bidding of Speight) simply acted as a conduit for investor money, obscuring the fact that investor 
funds 
were being misappropriated. 
36. 
In exchange for this illicit service, the attorneys retained approximately two 
percent of the investment funds, which they took as a cut directly from funds received from the 
investors. 
37. 
The attorneys then transferred the remainder of the investor money, by either wire 
or check, into bank accounts held by 1ST and controlled by Speight. 
38. 
The attorneys typically only held investor funds in their accounts for a matter of 
days before transferring the balance less fees to bank accounts held by IST and controlled by 
Speight. 
39. In 
an attempt to avoid raising red flags with their banking institutions and alerting 
criminal or civil regulators, the attorneys often broke up funds received from investors into a 
series 
of smaller dollar amount wire transfers to 1ST and Speight or issued personal checks to 
Speight. 
40. Once IST and Speight received the money, they mailed counterfeit securities to 
the investors. 1ST and Speight concocted and sold at least three different fraudulent securities 
products. 
8 

41. 1ST mailed these counterfeit securities to investors using 1ST's FedEx account, 
which was paid for by 
1ST and mailed using Speight's and 1ST's own names. 
42. 
Speight was the only person with access to 1ST's blank certificates and bank 
accounts. 
43. From at least May 
2012 forward, through the efforts of the Cold Callers who 
claimed to 
be affiliated with the entities and websites funded by Speight and through other 
means, 
1ST received more than $3.3 million in investor monies from the sale of fraudulent 
securities to over 
70 investors. Many of these investors are foreign investors, including residents 
ofthe United Kingdom, Australia, Ireland, and New Zealand. At least II investors are residents 
of the United States, including at least two investors who reside within this District. 
44. The investor proceeds obtained by 
1ST and Speight were derived from the sale of 
three different sham securities. 
The Offer and Sale of Sham "Altmark" Bonds 
45. One of the securities that the ACI and GNS Cold Callers sold to investors was a 
bond that promised a 
I4% annual rate of return, supposedly issued by a company called Altmark 
Holdings Limited 
("Altmark"). 
46. Altmark is  a Turks & Caicos entity that, since 2007, has created a series of high-
yield bonds that have been held, 
in electronic form, in various accounts of Depository Trust 
Company 
("DTC") participants. During the relevant time period, however, no interest payments 
were made through DTC to any ho
lders of the electronic Altmark bonds. 
47. From at least May 
2012 forward, IST and Speight created paper Altmark bond 
certificates and mailed them to investors who were solicited 
by the Cold Callers, including 
individuals who claimed to be affiliated with 
GNS, ACI, and Mass Fidelity. The Cold Callers 
9 

promised the investors that the bonds were low risk and would pay a high rate of return. 
48. Although these paper certificates bore a 
CUSIP number registered to Altmark, 
they did not match the Altmark bonds bearing the same 
CUSIP number held in electronic form 
by DTC participants and were outright sham securities. For example, the back 
ofthe 1ST-issued 
certificates reflect Altmark's incorporation in Turks & Caicos, but the front of the same 
certificates represent that Altmark was a Belize entity; the back 
of the certificates reference 
Altmark as having collateral consisting 
of"treasuries," "blue chip stocks," and an "investment 
portfolio," 
which was different from the mineral reserves collateral purportedly underlying the 
Altmark bonds held in electronic form; and contrary to how transfer agents typically operate, 
1ST 
issued its investors certificates bearing numbers that were not in chronological order. 
49. 
1ST issued these mismatched paper certificates as Altmark' s transfer agent, and 
Speight signed the certificates as a director of Altmark even though he was not an Altmark 
director. 
50. Having promised a  14% rate of return, Speight and 1ST used some limited 
investor monies to pay purported periodic interest payments. However, in April2013, 
IST 
mailed a  letter to investors informing them that Altmark was suspending all interest payments. 
1ST made no further "interest" payments thereafter. 
The Offer and 
Sale of Sham "PDL" Securities 
51. Speight and IST also fraudulently offered and sold stock certificates purportedly 
issued by a Belize entity called 
"PDL Portfolio (XIX) Ltd."  ("PDL"). 
52. PDL is  a corporate shell, not a real business entity. It never had any legitimate 
business operations, income producing assets, or employees. 
53. 
Speight signed the certificates as President ofPDL although he knew that PDL 
10 

was nothing more than a shell and that the investor money used to purchase such certificates 
would not 
be used to fund any legitimate PDL business. 
54. As with 
1ST's Altmark certificates, the PDL certificates are sham documents and 
were worthless: they contain an 
"ID No.," but no CUSIP; the certificates purport to be common 
stock certificates, but the offering materials inconsistently represent that the 
"shares" will receive 
a fixed interest rate 
of20%; and the offering materials contain references to "Notes" rather than 
shares. The offering materials also represent that 
PDL had registered a global note in the name 
of a nominee with DTC, but, contrary to the representations in the offering materials, no such 
PDL note is  held by DTC. 
The Offer and Sale of Sham  "Adfitech" Securities 
55. Adfitech, Inc. 
is a Delaware incorporated entity whose common stock trades on 
the over the counter market under the symbol ADFT. Adfitech has no relationship with Speight, 
1ST, or any of the entities selling the securities that 1ST issues. Nor has Adfitech ever authorized 
any 
ofthem to sell Adfitech shares on its behalf. 
56. However, Cold Callers who claimed to be affiliated with ACI falsely told 
potential investors that ACI was a market maker authorized by Adfitech to se
ll its shares 
privately at a discount to the current market rate. 
57. Investors who believed those misrepresentations and purchased shares received 
share certificates mailed to them by 
IST. 
58. The certificates falsely show that 1ST is Adfitech's authorized transfer agent when 
in fact, it is not; Computershare Trust Company, N.A. is Adfitech's real transfer agent. 
59. The Adfitech certificates that 
1ST mailed to investors also misidentify Adfitech's 
state 
of incorporation as Florida but its real state of incorporation is Delaware. 
11 

60. The Adfitech certificates that 1ST mailed to investors contain an illegible 
signature over the title 
"Company Officer," which does not represent the genuine signature of 
any authorized officer of Adfitech. Moreover, the counterfeit certificates look nothing like the 
genuine Adfitech certificates including with respect to the graphics, font, and boilerplate 
language contained 
in the certificates. 
D. Speight and 1ST's Misuse 
oflnvestor Monies 
61. IST and Speight misappropriated and did not give issuers investor funds. 
62. 
1ST Cold Callers provided investors with wire instructions that directed investors 
funds to the attorneys' accounts. 
63. In connection with the offer and sale 
of Altmark and PDL securities, 1ST and 
Speight arranged for investors to wire their funds to the attorneys'  bank accounts. 
64. All investor money that came into these two attorney accounts was transferred to 
IST, except for bank charges and amounts identified as attorney's fees. Monies did not come 
into IST from any other source besides the two attorney accounts. 
65. IST's records (the 
"Altmark Spreadsheet") show that IST received over $2.9 
million from at least 52 investors over approximately a one year time period 
in connection with 
the offer and sale 
of Altmark and PDL securities, and bank records corroborate that IST received 
money 
in approximately the same amount from the two attorney accounts during the same time 
period. 
66. Of the over $2.9 million in investor money that IST received as recorded in the 
Altmark Spreadsheet, none was paid to the purported issuers 
of the securities that were 
supposedly purchased by investors. 
67. Another internal IST spreadsheet (the "Adfitech Spreadsheet") shows that 
12 

investors wired funds to one of the attorney's bank account in connection with the offer and sale 
of Adfitech securities. 
68. The Adfitech Spreadsheet identifies funds received from investors by transfer or 
"T" number. The transfer numbers, investor names, and investment amounts in the Adfitech 
Spreadsheet match the statements one 
of the attorneys emailed to IST following receipt of 
investor funds. 
69. The Adfitech Spreadsheet records 1ST's receipt 
of over $400,000 from at least 18 
investors over approximately a one year time period in connection with the offer and sale of 
counterfeit Adfitech securities, and bank records corroborate that IST received money in 
approximately the same amount from the relevant attorney's bank account during the same time 
period. 
70. Of the $400,000 in investor money that 1ST received as recorded in the Adfitech 
Spreadsheet, none was paid to the purported issuer 
of the securities that were supposedly 
purchased by investors. 
So-Called "Interest Payments" to Investors 
71. 1ST and Speight paid investors at least $100,000 in supposed "interest payments," 
from the 1ST account and from another Speight-related business account, Dunhill Investment 
Holdings, Inc. 
("Dunhill"), into which 1ST had transferred investor money received from the 
attorney accounts. 
72. Neither the 
1ST account nor the Dunhill account received any monies from issuers 
with which to pay interest. 
73. Instead, the 
" interest payments" made to investors by IST and Dunhill were 
funded by the investor monies that IST received from the two attorneys. 
13 

Other Expenditures of Investor Funds 
74. In addition to using investor monies to fund interest payments to other investors, 
Speight and 1ST wired investor monies to offshore accounts held in the names of companies 
owned or controlled by Speight; used investor monies to fund advertising costs, including 
internet advertising associated with the sale 
of "high yield" investments; and used investor 
money for personal expenses. 
75. 
Of the approximately $3.3 million that was transferred to the 1ST and Dunhill 
bank accounts from the attorney accounts between May 
2012 and May 2013: 
a. At least $1 million was transferred to other scheme participants, including 
certain individuals and related entities that were responsible for managing the 
Cold Callers; 
b. At least $400,000 was withdrawn in cash; 
c. At least 
$219,000 was spent on personal expenditures, including such things 
as automobiles ($137,148); education expenses for children ($22,931); retail 
store purchases ($2,582); and medical bills and insurance expenses ($6,551); 
d.   At least 
$216,200 was transferred to bank accounts in Belize that are 
associated with entities 
Speight controls; and 
e. At least $210,000 was expended in advertising costs, including paying for 
websites and placement 
of advertisements. 
In short, 
1ST's receipt and expenditure of investor monies are not consistent with the sale of 
legitimate securities. 
E. The Examination of IST by the Staff 
76. On May 29, 2013, the Staff attempted to begin an on-site examination into the 
14 

business conducted by registered transfer agent 1ST.  1ST had not provided the Commission with 
any current contact information as it was required to do, and 
1ST' s office location was outdated. 
The Staff was nonetheless able to find 1ST's undisclosed office location. 
77. Speight concealed his fraudulent misconduct from the Staff during the course 
of 
the exam, including by failing to produce certain required documents concerning his misconduct 
and lying to the Staff about his business activities (including those relating to his misconduct). 
78. Although members 
of the Staff observed boxes labeled with 1ST's name when 
they first arrived at the office, and the Staff requested documents concerning 1ST's business 
activities, Speight failed to make a complete production 
of the records that the Staff requested , 
including documents concerning the issuance, transfer, and cancellation 
of certificates; 
agreements with issuers; due diligence documents; correspondence; and documentation for 
deposits and withdrawals from 1ST bank accounts. 
79. In a letter to the Staff, Speight acknowledged that his record keeping was 
inadequate, stating 
"IST admits that has did [sic] an exceptionally poor job of maintaining the 
security 
of records, isolating the records os [sic] they were not co-mingled with boxes of other 
records, and the fact documents were inadvertently removed from the office and cannot be 
located." 
80. In response to a request from the Staff for all documentation concerning securities 
purchases by investors listed in the Altmark Spreadsheet, Speight provided a written response on 
behalf 
ofiST saying that 1ST had "maintained a file box with a file on each of these persons that 
included a Client 
Profile, International Accredited Investor Questionnaire, copies of wires sent. 
Those records were accidentally removed from the office and cannot be located." 
81. Despite being requested to do so, Speight and IST failed to produce to the Staff 
15 

any electronic communications. 
82. 
Speight also refused to answer any questions about 1ST's bank records that might 
be posed by the staff, asserting his Fifth Amendment right not to do so. 
1ST's Withdrawal of its Registration 
83. After failing to provide the 
Staff with all of the records that 1ST was required to 
maintain and produce to the Commission upon request, and after asserting his Fifth Amendment 
right not to answer any questions concerning 
1ST's bank records, Speight told the staff that he 
planned to shut down his transfer agent business and close 
1ST's bank account (the one into 
which investor monies had flowed). 
84. 
On June 14,2013, Speight filed a Form TA-W with the Commission on behalf of 
1ST, seeking to withdraw 1ST's registration as a transfer agent. The withdrawal was made 
effective by the Commission on August 13, 2013. 
85. Although the Altmark Spreadsheet reflects ongoing 14% interest payments owed 
to dozens 
of investors who had been sold over $2.7 million in Altmark bonds, Speight 
represented on the Form TA-W that 1ST was not aware of any potential claims against 1ST in 
connection with its performance 
of transfer agent functions for any security. 
86. Although 
1ST's name appears as the transfer agent on the Altmark certificates that 
1ST mailed to investors, and over $2.7 million of those certificates appear to be outstanding, 
Speight also represented on the Form TA-W that there would not be a successor transfer agent 
for any 
of the securities that 1ST handled. 
87. 
Speight's failure to arrange for and disclose a successor transfer agent for the 
outstanding Altmark bonds, the PDL stock certificates, and the Adfitech stock certificates is 
consistent with the counterfeit nature 
of those securities. 
16 

88. In an email discussion with an investor subsequent to 1ST's filing of its Form TA-
W, where the investor inquired of Speight about the status ofhis investment, Speight did not 
disclose that 
1ST had sought to withdraw its registration and did not mention to the investor what 
the successor plan was for his investment. 
FIRST CLAIM FOR RELIEF 
(Violations 
of Sections 17(a) of the Securities Act) 
89. The Commission realleges and incorporates by reference herein each and every 
allegation contained 
in paragrap}:ls 1 through 88 of this Complaint. 
90. Defendants, directly or indirectly, singly or in concert, knowingly or recklessly, 
by use 
of the means or instruments of transportation or communication in interstate commerce, 
or 
of the mails, in the offer or sale of securities, acting with the requisite state of mind, (a) 
employed devices, schemes and artifices to defraud; (b) obtained money or property 
by means of 
untrue statements of material fact or omissions to state a material fact necessary to make the 
statements made, in light 
of the circumstances under which they were made, not misle ading; and 
(c) engaged in transactions, practices, or a course 
of business which operated or would operate as 
a  fraud or deceit upon purchasers. 
91. By engaging in the conduct described above, Defendants Speight and 1ST have 
violated, and unless enjoined will again violate, Sections 17(a)(l ),  17(a)(2), and 17(a)(3) 
of the 
Securities Act, 
15 U.S.C. §§ 77q(a)(l), 77q(a)(2), and 77q(a)(3). 
SECOND CLAIM FOR RELIEF 
(Violations 
of Section lO(b) of the Exchange Act and Rule lOb-5) 
92. The Commission realleges and incorporates by reference herein each and every 
allegation contained 
in paragraphs 1 through 88 of this Complaint. 
93. Defendants, directly or indirectly, singly or in concert, by use of the means or 
17 

instruments of transportation or communication in interstate commerce, or of the mails, in 
connection with the purchase 
or sale of securities, knowingly or recklessly, have: (a) employed 
devices, schemes and artifices to defraud; (b) made untrue statements 
of material fact, or omitted 
to state material facts necessary in order to make the statements made, 
in light of the 
circumstances under which they were made, not misleading; and (c) engaged in transactions, 
acts, practices and courses 
of business which operated or would have operated as a fraud or 
deceit upon any person. 
94. By reason 
of the foregoing, Defendants Speight and 1ST have violated, and unless 
enjoined will again violate, 
Section 10(b) ofthe Exchange Act, 15 U.S.C. § 78j(b) and Rule lOb-
5, 17 C.F .R. § 140.1 Ob-5, promulgated thereunder. 
THIRD CLAIM FOR RELIEF 
(Violations of Section 17(a)(3) of the Exchange Act and 
Rules 17 Ad-6 and 17 Ad-7 thereunder, by IST) 
95. The Commission realleges and incorporates by reference herein each and every 
allegation contained in paragraphs 1 through 
88 ofthis Complaint. 
96. Defendant 
IST failed to make, keep, and furnish records as prescribed by rules 
governing registered transfer agents. 
97. By reason 
ofthe foregoing, IST violated, and unless enjoined will again violate, 
Section 17(a)(3) of the Exchange Act, 15 U.S.C. § 78q(a)(3), and Rules 17Ad-6 and 17Ad-7, 17 
C.F.R. §§ 240.17 Ad-6 and 240.17 Ad-7, promulgated thereunder. 
FOURTH CLAIM FOR RELIEF 
(Aiding and Abetting Violations of Section 17(a)(3) of the Exchange Act 
and Rules 17 Ad-6 and 17 Ad-7 thereunder, by Speight) 
98. The Commission realleges and incorporates by reference herein each and every 
allegation contained in paragraphs 1 through 
88 ofthis Complaint. 
18 

99. Defendant Speight, acting with the requisite state of mind, caused 1ST to fail to 
make, keep, and furnish records as prescribed by rules governing registered transfer agents. 
100. By reason ofthe foregoing, Speight aided and abetted a violation of, and unless 
enjoined will again aid and abet a violation 
of Section 17(a)(3) of the Exchange Act, 15 U.S.C. § 
78q(a)(3), and Rules 17Ad-6 and 17Ad-7,  17 
C.P.R.§§ 240.17Ad-6 and 240.17Ad-7, 
promulgated thereunder. 
19 

PRAYER FOR RELIEF 
WHEREFORE, 
the Commission respectfully requests that the Court enter final 
judgments against the Defendants granting the following relief: 
I. 
Permanently, restraining and enjoining Defendant IST, its agents, servants, employees 
and attorneys and all persons in active concert 
or participation with it, who receive actual notice 
of the injunction by personal service or otherwise, and each ofthem, from future violations of 
Section 17(a) ofthe Securities Act, 15 U.S.C. § 77q(a); Sections 10(b) and 17(a)(3) ofthe 
Exchange Act, 15 U.S.C. § 78j(b), and 78q(a)(3), and Exchange Act Rules 10b-5, 17 C.F.R . § 
240.10b-5, 17Ad-6 and 17Ad-7,  17 C.F.R. §§ 240.17Ad-6 and 240.17Ad-7. 
II. 
Permanently, restraining and enjoining Defendant Speight, his agents, servants, 
employees and attorneys and all persons 
in active concert or participation with him, who receive 
actual notice 
ofthe injunction by personal service or otherwise, and each of them, from future 
violations 
of Section 17(a) ofthe Securities Act, 15 U.S.C. § 77q(a); Section 10(b) ofthe 
Exchange Act, 15 U.S.C. § 78j(b), and Exchange Act Rule lOb-5, 17 C.F.R. § 240.1 Ob-5, and 
from future violations of/and 
or aiding and abetting of violations of Section 17(a)(3) of the 
Exchange Act, 
15 U.S.C. § 78q(a)(3), and Exchange Act Rules 17Ad-6 and 17 Ad-7, 17 C.F.R. 
§§ 240.17Ad-6 and 240.17Ad-7. 
III. 
Ordering Defendants to disgorge their ill-gotten gains, plus prejudgment interest, and 
such other and further amount as the Court may find appropriate. 
20 

IV. 
Ordering Defendants to pay civil money penalties pursuant to Section 20(d) ofthe 
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. 
Prohibiting Defendant Speight from acting as an officer or director of any issuer that has 
a cl ass 
of securities registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 781, or 
that is required 
to file reports pursuant to Section 15( d) of the Exchange Act, 15 U .S .C. § 78o( d). 
VI. 
Permanently barring Defendants from participating in an offering of penny stock, 
pursuant to Section 
20(g) ofthe Securities Act, 15 U.S.C. § 77t(g), and Section 21(d)(6) of the 
Exchange 
Act, 15 U .S.C. § 78s(d)(6). 
VII. 
Such other and further relief as to this Court deems just and proper. 
Dated: 
New York, New York 
July 23, 2014 
Of Counsel: 
Alexander Vasilescu 
Adam S. Grace 
Justin A. Alfano 
John Lehmann 
By:-'·~.-----:>nd""'r"""e""'w::..._M~-.-C-a-la....:.~_a_r_i_, __ -_.:;;;;=::::==~­
Regional Director 
Attorney for 
Plaintiff 
SECURITIES AND EXCHANGE  COMMISSION 
3 World Financial Center, Room 
400 
New York, NY 10281 
(212) 336-0178 (Vasilescu) 
2 1 

Andrew M. Calamari 
Alexander Vasilescu 
Adam S. Gr~ce 
Justin A. Alfano 
John Lehmann 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place 
200 Vesey Street, Room 400 
New York, NY 10281 
(212) 336-0178 (Vasilescu) 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

INTERNATIONAL STOCK TRANSFER, INC., 
AND CECIL FRANKLIN SPEIGHT, 

Defendants. 

VVI\I.L., 1 ,.J. 

14Civ. _ _ ( ) 

COMPLAINT 

Plaintiff Securities and Exchange Commission ("Commission"), for its Complaint against 

defendants International Stock Transfer, Inc. ("IST") and Cecil Franklin Speight ("Speight") 

(collectively, "the Defendants"), alleges: 

SUMMARY 

1. This is an action brought against Speight and his registered transfer agent, 1ST, 

based on their fraudulent offering of securities. Speight and 1ST, together with other individuals, 

took more than $3.3 million from over 70 investors who were lured by aggressive boiler room 

tactics and a web of fake investment firms and websites promising high rates of return and 

discounted stock prices. 



2. After taking their money, the Defendants issued the investors counterfeit 

securities that-although they had all the indicia of real securities,. including real CUSIP 

numbers and 1ST's signature block-were in fact sham securities and not worth the paper they 

were printed on. 1 Speight signed some of the certificates holding himself out as a director of the 

purported issuer, even though he was not. In other instances, 1ST issued certificates that 

included an illegible signature of a supposed company officer when, in fact, the company had not 

authorized IST to issue any shares. Many of the certificates did not even consistently identify 

the company's country of incorporation, identifying one country on the front ofthe certificate 

but a different country on the back of the certificate. 

3. To bolster the appearance ofthe safety of the investments and conceal from 

investors how their money was really being spent, the Defendants enlisted two attorneys to 

receive investment funds into their own bank accounts. In return for their "services," the 

attorneys received approximately two percent of the funds sent through their accounts. From 

there, the money was transferred to IST. Instead of making its way to any issuers, however, IST 

and Speight spent the investor money almost as quickly as it came in, including on personal 

expenses and expenses related to funding the ongoing scheme. In Ponzi-scheme fashion, 

investor money was also used to fund interest payments to other investors. 

VIOLATIONS 

4. By virtue of the conduct alleged herein Defendants, directly or indirectly, singly 

or in concert, have engaged and are engaging in acts, practices and courses ofbusiness that 

constitute violations of Sections 17( a) of the Securities Act of 1933 ("Securities Act"), 15 U.S.C. 

§ 77q(a), Section 1 O(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U .S.C. 

CUSIP stands for "Committee on Uniform Securities Identification Procedures." A CUSIP number 
identifies most securities. 

2 



§ 78j(b ), and Exchange Act Rule 1 Ob-5, 17 C.F .R. § 240.1 Ob-5. 

5. By virtue of the conduct alleged herein, Defendant IST engaged and is engaging 

in acts, practices and courses of business that constitute violations of Section 17(a)(3) of the 

Exchange Act, 15 U.S.C. § 78q(a)(3), and Exchange Act Rules 17Ad-6 and 17Ad-7, 17 C.F.R. 

§§ 240.17 Ad-6 and 240.17 Ad-7, and Defendant Speight has engaged and is engaging in acts, 

practices, and courses of business that constitute aiding and abetting of such violations. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

6. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act, 15 U.S.C. § 77t(b), and Section 2l(d) of the Exchange Act, 

15 U.S.C. § 78u(d), seeking to restrain and enjoin permanently Defendants from engaging in the 

acts, practices and courses ofbusiness alleged herein. 

7. The Commission seeks a Final Judgment ordering Defendants to disgorge their 

ill-gotten gains and to pay prejudgment interest thereon, ordering Defendants to pay civil 

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

Section 21 (d) of the Exchange Act, 15 U.S .C. § 78u( d), prohibiting Defendants from 

participating in an offering of penny stock pursuant to Section 20(g) of the Securities Act, 15 

U.S.C. § 77t(g), imposing an officer and director bar against Speight pursuant to Section 20(e) of 

the Securities Act, 15 U .S.C. § 77t( e), and Section 21 ( d)(2) of the Exchange Act, 15 U .S.C. § 

78u(d)(2), and ordering Defendants to repatriate assets. 

JURISDICTION AND VENUE 

8. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act, 15 U.S.C. § 77v(a), and Section 27 of the Exchange Act, 15 U.S.C. §78aa. 

9. Venue lies in this District pursuant to Section 22(a) ofthe Securities Act, 15 

3 



U.S.C. § 77v(a) and Section 27 of the Exchange Act, 15 U.S.C. § 78aa. The Defendants, directly 

and indirectly, have made use of the means and instrumentalities of interstate commerce, or of 

the mails, in connection with the transactions, acts, practices and courses of business alleged 

herein, including by the offer and sale and the mailing of securities to residents in this District, 

and communications with potential and actual investors or scheme participants in this District. 

DEFENDANTS 

10. International Stock Transfer, Inc. ("1ST") is a Florida corporation incorporated 

in 2004, with an office in Palm Beach, Florida. Cecil Franklin Speight is currently the sole 

owner, officer and director ofiST. Since March 22, 2004, IST has been registered with the 

Commission as a transfer agent. On June 14,2013, staff in the Commission's Office of 

Compliance Inspections and Examinations (the "Staff') conducted an examination ofiST's 

business in which IST failed to produce the majority of required records to the Staff. IST 

subsequently filed a Form TA-W with the Commission, seeking to withdraw its registration as a 

Transfer Agent. The withdrawal was made effective by the Commission on August 13, 2013. 

11. CeciJ Franklin Speight ("Speight"), age 53, is a resident of West Palm Beach, 

FL. Speight is the sole owner, officer, and director ofiST. 

FACTS 

A. 1ST and Speight's Background 

12. A "transfer agent" is defined in Section 3(a)(25) of the Securities Exchange Act 

of 1934 as any person who engages on behalf of an issuer of securities or on behalf of itself as an 

issuer of securities in, among other things, countersigning securities upon issuance, monitoring 

securities issuances to prevent the unauthorized issuance of securities, and recording the 

issuance, transfer, and cancellation of securities. 

4 



13. Since registering with the Commission as a transfer agent in 2004, 1ST has failed 

to file a single required annual "Form TA-2" with the Commission and fai led to regularly inform 

the Commission of its current business address. 

14. When members ofthe Staff attempted to conduct an examination ofiST in May 

2013, they found 1ST operating out of an office location that IST had not previously disclosed to 

the Commission. 

15. From at least May 2012 through June 14, 2013, 1ST's "Office Manager," and the 

only other person besides Speight authorized to sign stock certificates on behalf ofiST was a 

local bartender whom Speight had hired as a part-time independent contractor. 

16. Although Speight and this Office Manager both reside and work in southern 

Florida, where IST was doing business, 1ST corresponded with security holders using a London 

address and phone number on its business stationery. 

B. Speight Paid For Websites Facilitating the Solicitation oflnvestors 

17. Beginning in April 2012, Speight paid for the creation and maintenance of 

websites for three bogus unregistered financial advisors: GNS Wealth Management ("GNS"), 

ACI Private Wealth (also known as ACI Private Client) ("ACI"), and Mass Fidelity, Inc. ("Mass 

Fidelity"). Mass Fidelity is not affiliated in any way with the brokerage and mutual fund 

company widely known to the public as "Fidelity," which is based in Massachusetts. Speight 

entrusted other individuals with the tasks of designing and maintaining these websites, and with 

responding to investor inquiries. 

18. To fund their creation and maintenance, Speight used debit cards linked to two 

different corporate bank accounts that he controlled, including an account held in the name of 

IST. 

5 



19. In April2012, Speight paid for the creation of a website for GNS. On its website, 

GNS purported to be a Switzerland-based financial advisor. It also claimed that GNS had a 

"team of financial specialists" who would "develop a full investment plan, targeted to achieve 

our client's financial goals." These representations were false. 

20. Months later, in early August 2012, the webhost disabled GNS's website after 

being informed by the Swiss regulatory authorities that, contrary to the representations on the 

GNS website, GNS was not an authorized business in Switzerland. 

21. Days after the GNS website was shut down, Speight paid for the creation of a new 

website, this time for a different unregistered financial advisor known as ACI. 

22. ACI's website claimed that "Over the years, ACI Private Wealth Management has 

proved to be the right investment manager for sophisticated investors" and assured the public 

that "We do what is right and ethical." As with theGNS website, these representations were also 

false. 

23. Starting in November 2012, Speight began funding multiple websites connected 

to an unregistered financial advisor called Mass Fidelity using the same IST debit card. 

24. Mass Fidelity's website claimed that it was a "diversified investment entity;" that 

it had "contracted with" many "national and international banking institutions;" that it "invests 

and co-manages full service banking companies;" and that "[t]he companies Mass Fidelity Inc. 

invests in are leaders in issuing, acquiring, as well as mergers, and acquisitions." Each of these 

statements was false. 

C. The Fraudulent Scheme 

25. Once Speight funded the creation ofthe unregistered purported financial advisory 

firm's websites, each of those business names was used to sell counterfeit securities to members 

6 



of the investing public, including through internet advertising and through "cold calling." 

26. Speight, through IST, transferred over one million dollars of scheme proceeds to 

other scheme participants, including certain individuals and related entities that were responsible 

for managing a network of boiler room operatives (the "Cold Callers") who solicited and sold the 

sham securities to investors. 

27. Initially, the Cold Callers claimed to be associated with the purported Swiss 

financial advisory firm, GNS . 

28. Later, after the webhost terminated the GNS website, the Cold Callers sold 

securities on behalf of a new financial advisory firm, ACI, which purported to be located in New 

York City. 

29. Investors who had originally invested through GNS were told, via email from an 

ACI email address, that ACI had acquired GNS and its investments, including the investor's 

investment. 

30. In reality, there was no such acquisition, and Speight's switch from using GNS to 

ACI to sell securities occurred because the Cold Callers could no longer direct investors to the 

disabled GNS website. 

31. During the same time period, the Cold Callers also claimed to be calling on behalf 

of Mass Fidelity to sell securities. 

32. When the Cold Callers succeeded in making a sale, they would direct investors to 

wire their money to one of two attorneys, typically by providing investors with wire instructions 

identifYing bank accounts held in the name of the attorneys. 

3 3. Speight used the two attorneys to add the appearance of legitimacy to the 

underlying transactions and conceal from investors that their money was being misappropriated. 

7 



34. When these investors sent their money to the attorneys' accounts, the attorneys 

did not transfer the investors' money to the GNS, ACI, or Mass Fidelity entities as some 

investors understood they would (at least one investor received documentation telling him that 

ACI Private Wealth had "custodial responsibility" over his account). Nor was money sent to the 

supposed issuers ofthe securities, as would be expected had the securities been legitimate. 

35. Rather than providing any legitimate legal services, the attorneys (doing the 

bidding of Speight) simply acted as a conduit for investor money, obscuring the fact that investor 

funds were being misappropriated. 

36. In exchange for this illicit service, the attorneys retained approximately two 

percent of the investment funds, which they took as a cut directly from funds received from the 

investors. 

37. The attorneys then transferred the remainder of the investor money, by either wire 

or check, into bank accounts held by 1ST and controlled by Speight. 

38. The attorneys typically only held investor funds in their accounts for a matter of 

days before transferring the balance less fees to bank accounts held by IST and controlled by 

Speight. 

39. In an attempt to avoid raising red flags with their banking institutions and alerting 

criminal or civil regulators, the attorneys often broke up funds received from investors into a 

series of smaller dollar amount wire transfers to 1ST and Speight or issued personal checks to 

Speight. 

40. Once IST and Speight received the money, they mailed counterfeit securities to 

the investors. 1ST and Speight concocted and sold at least three different fraudulent securities 

products. 

8 



41. 1ST mailed these counterfeit securities to investors using 1ST's FedEx account, 

which was paid for by 1ST and mailed using Speight's and 1ST's own names. 

42. Speight was the only person with access to 1ST's blank certificates and bank 

accounts. 

43. From at least May 2012 forward, through the efforts of the Cold Callers who 

claimed to be affiliated with the entities and websites funded by Speight and through other 

means, 1ST received more than $3.3 million in investor monies from the sale of fraudulent 

securities to over 70 investors. Many of these investors are foreign investors, including residents 

ofthe United Kingdom, Australia, Ireland, and New Zealand. At least II investors are residents 

of the United States, including at least two investors who reside within this District. 

44. The investor proceeds obtained by 1ST and Speight were derived from the sale of 

three different sham securities. 

The Offer and Sale of Sham "Altmark" Bonds 

45. One of the securities that the ACI and GNS Cold Callers sold to investors was a 

bond that promised a I4% annual rate of return, supposedly issued by a company called Altmark 

Holdings Limited ("Altmark"). 

46. Altmark is a Turks & Caicos entity that, since 2007, has created a series of high-

yield bonds that have been held, in electronic form, in various accounts of Depository Trust 

Company ("DTC") participants. During the relevant time period, however, no interest payments 

were made through DTC to any holders of the electronic Altmark bonds. 

47. From at least May 2012 forward, IST and Speight created paper Altmark bond 

certificates and mailed them to investors who were solicited by the Cold Callers, including 

individuals who claimed to be affiliated with GNS, ACI, and Mass Fidelity. The Cold Callers 

9 



promised the investors that the bonds were low risk and would pay a high rate of return. 

48. Although these paper certificates bore a CUSIP number registered to Altmark, 

they did not match the Altmark bonds bearing the same CUSIP number held in electronic form 

by DTC participants and were outright sham securities. For example, the back ofthe 1ST-issued 

certificates reflect Altmark's incorporation in Turks & Caicos, but the front of the same 

certificates represent that Altmark was a Belize entity; the back of the certificates reference 

Altmark as having collateral consisting of "treasuries," "blue chip stocks," and an "investment 

portfolio," which was different from the mineral reserves collateral purportedly underlying the 

Altmark bonds held in electronic form; and contrary to how transfer agents typically operate, 1ST 

issued its investors certificates bearing numbers that were not in chronological order. 

49. 1ST issued these mismatched paper certificates as Altmark's transfer agent, and 

Speight signed the certificates as a director of Altmark even though he was not an Altmark 

director. 

50. Having promised a 14% rate of return, Speight and 1ST used some limited 

investor monies to pay purported periodic interest payments. However, in April2013, IST 

mailed a letter to investors informing them that Altmark was suspending all interest payments. 

1ST made no further "interest" payments thereafter. 

The Offer and Sale of Sham "PDL" Securities 

51 . Speight and IST also fraudulently offered and sold stock certificates purportedly 

issued by a Belize entity called "PDL Portfolio (XIX) Ltd." ("PDL"). 

52. PDL is a corporate shell, not a real business entity. It never had any legitimate 

business operations, income producing assets, or employees. 

53. Speight signed the certificates as President ofPDL although he knew that PDL 

10 



was nothing more than a shell and that the investor money used to purchase such certificates 

would not be used to fund any legitimate PDL business. 

54. As with 1ST's Altmark certificates, the PDL certificates are sham documents and 

were worthless: they contain an "ID No.," but no CUSIP; the certificates purport to be common 

stock certificates, but the offering materials inconsistently represent that the "shares" will receive 

a fixed interest rate of20%; and the offering materials contain references to "Notes" rather than 

shares. The offering materials also represent that PDL had registered a global note in the name 

of a nominee with DTC, but, contrary to the representations in the offering materials, no such 

PDL note is held by DTC. 

The Offer and Sale of Sham "Adfitech" Securities 

55. Adfitech, Inc. is a Delaware incorporated entity whose common stock trades on 

the over the counter market under the symbol ADFT. Adfitech has no relationship with Speight, 

1ST, or any of the entities selling the securities that 1ST issues. Nor has Adfitech ever authorized 

any ofthem to sell Adfitech shares on its behalf. 

56. However, Cold Callers who claimed to be affiliated with ACI falsely told 

potential investors that ACI was a market maker authorized by Adfitech to sell its shares 

privately at a discount to the current market rate. 

57. Investors who believed those misrepresentations and purchased shares received 

share certificates mailed to them by IST. 

58. The certificates falsely show that 1ST is Adfitech's authorized transfer agent when 

in fact , it is not; Computershare Trust Company, N.A. is Adfitech's real transfer agent. 

59. The Adfitech certificates that 1ST mailed to investors also misidentify Adfitech's 

state of incorporation as Florida but its real state of incorporation is Delaware. 

11 



60. The Adfitech certificates that 1ST mailed to investors contain an illegible 

signature over the title "Company Officer," which does not represent the genuine signature of 

any authorized officer of Adfitech. Moreover, the counterfeit certificates look nothing like the 

genuine Adfitech certificates including with respect to the graphics, font, and boilerplate 

language contained in the certificates. 

D. Speight and 1ST's Misuse oflnvestor Monies 

61 . IST and Speight misappropriated and did not give issuers investor funds . 

62. 1ST Cold Callers provided investors with wire instructions that directed investors 

funds to the attorneys' accounts. 

63. In connection with the offer and sale of Altmark and PDL securities, 1ST and 

Speight arranged for investors to wire their funds to the attorneys ' bank accounts. 

64. All investor money that came into these two attorney accounts was transferred to 

IST, except for bank charges and amounts identified as attorney's fees. Monies did not come 

into IST from any other source besides the two attorney accounts. 

65. IST's records (the "Altmark Spreadsheet") show that IST received over $2.9 

million from at least 52 investors over approximately a one year time period in connection with 

the offer and sale of Altmark and PDL securities, and bank records corroborate that IST received 

money in approximately the same amount from the two attorney accounts during the same time 

period. 

66. Of the over $2.9 million in investor money that IST received as recorded in the 

Altmark Spreadsheet, none was paid to the purported issuers of the securities that were 

supposedly purchased by investors. 

67. Another internal IST spreadsheet (the "Adfitech Spreadsheet") shows that 

12 



investors wired funds to one of the attorney's bank account in connection with the offer and sale 

of Adfitech securities. 

68. The Adfitech Spreadsheet identifies funds received from investors by transfer or 

"T" number. The transfer numbers, investor names, and investment amounts in the Adfitech 

Spreadsheet match the statements one of the attorneys emailed to IST following receipt of 

investor funds. 

69. The Adfitech Spreadsheet records 1ST's receipt of over $400,000 from at least 18 

investors over approximately a one year time period in connection with the offer and sale of 

counterfeit Adfitech securities, and bank records corroborate that IST received money in 

approximately the same amount from the relevant attorney's bank account during the same time 

period. 

70. Of the $400,000 in investor money that 1ST received as recorded in the Adfitech 

Spreadsheet, none was paid to the purported issuer of the securities that were supposedly 

purchased by investors. 

So-Called "Interest Payments" to Investors 

71. 1ST and Speight paid investors at least $100,000 in supposed "interest payments," 

from the 1ST account and from another Speight-related business account, Dunhill Investment 

Holdings, Inc. ("Dunhill"), into which 1ST had transferred investor money received from the 

attorney accounts. 

72. Neither the 1ST account nor the Dunhill account received any monies from issuers 

with which to pay interest. 

73. Instead, the "interest payments" made to investors by IST and Dunhill were 

funded by the investor monies that IST received from the two attorneys. 

13 



Other Expenditures of Investor Funds 

74. In addition to using investor monies to fund interest payments to other investors, 

Speight and 1ST wired investor monies to offshore accounts held in the names of companies 

owned or controlled by Speight; used investor monies to fund advertising costs, including 

internet advertising associated with the sale of "high yield" investments; and used investor 

money for personal expenses. 

75. Of the approximately $3.3 million that was transferred to the 1ST and Dunhill 

bank accounts from the attorney accounts between May 2012 and May 2013: 

a. At least $1 million was transferred to other scheme participants, including 

certain individuals and related entities that were responsible for managing the 

Cold Callers; 

b. At least $400,000 was withdrawn in cash; 

c. At least $219,000 was spent on personal expenditures, including such things 

as automobiles ($137,148); education expenses for children ($22,931); retail 

store purchases ($2,582); and medical bills and insurance expenses ($6,551); 

d. At least $216,200 was transferred to bank accounts in Belize that are 

associated with entities Speight controls; and 

e. At least $210,000 was expended in advertising costs, including paying for 

websites and placement of advertisements. 

In short, 1ST's receipt and expenditure of investor monies are not consistent with the sale of 

legitimate securities. 

E. The Examination of IST by the Staff 

76. On May 29, 2013, the Staff attempted to begin an on-site examination into the 

14 



business conducted by registered transfer agent 1ST. 1ST had not provided the Commission with 

any current contact information as it was required to do, and 1ST' s office location was outdated. 

The Staff was nonetheless able to find 1ST's undisclosed office location. 

77. Speight concealed his fraudulent misconduct from the Staff during the course of 

the exam, including by failing to produce certain required documents concerning his misconduct 

and lying to the Staff about his business activities (including those relating to his misconduct). 

78. Although members of the Staff observed boxes labeled with 1ST's name when 

they first arrived at the office, and the Staff requested documents concerning 1ST's business 

activities, Speight failed to make a complete production of the records that the Staff requested , 

including documents concerning the issuance, transfer, and cancellation of certificates; 

agreements with issuers; due diligence documents; correspondence; and documentation for 

deposits and withdrawals from 1ST bank accounts. 

79. In a letter to the Staff, Speight acknowledged that his record keeping was 

inadequate, stating "IST admits that has did [sic] an exceptionally poor job of maintaining the 

security of records, isolating the records os [sic] they were not co-mingled with boxes of other 

records, and the fact documents were inadvertently removed from the office and cannot be 

located." 

80. In response to a request from the Staff for all documentation concerning securities 

purchases by investors listed in the Altmark Spreadsheet, Speight provided a written response on 

behalf ofiST saying that 1ST had "maintained a file box with a file on each of these persons that 

included a Client Profile, International Accredited Investor Questionnaire, copies of wires sent. 

Those records were accidentally removed from the office and cannot be located." 

81. Despite being requested to do so, Speight and IST failed to produce to the Staff 

15 



any electronic communications. 

82. Speight also refused to answer any questions about 1ST's bank records that might 

be posed by the staff, asserting his Fifth Amendment right not to do so. 

1ST's Withdrawal of its Registration 

83. After failing to provide the Staff with all of the records that 1ST was required to 

maintain and produce to the Commission upon request, and after asserting his Fifth Amendment 

right not to answer any questions concerning 1ST's bank records, Speight told the staff that he 

planned to shut down his transfer agent business and close 1ST's bank account (the one into 

which investor monies had flowed). 

84. On June 14,2013, Speight filed a Form TA-W with the Commission on behalf of 

1ST, seeking to withdraw 1ST's registration as a transfer agent. The withdrawal was made 

effective by the Commission on August 13, 2013. 

85. Although the Altmark Spreadsheet reflects ongoing 14% interest payments owed 

to dozens of investors who had been sold over $2.7 million in Altmark bonds, Speight 

represented on the Form TA-W that 1ST was not aware of any potential claims against 1ST in 

connection with its performance of transfer agent functions for any security. 

86. Although 1ST's name appears as the transfer agent on the Altmark certificates that 

1ST mailed to investors, and over $2.7 million of those certificates appear to be outstanding, 

Speight also represented on the Form TA-W that there would not be a successor transfer agent 

for any of the securities that 1ST handled. 

87. Speight's failure to arrange for and disclose a successor transfer agent for the 

outstanding Altmark bonds, the PDL stock certificates, and the Adfitech stock certificates is 

consistent with the counterfeit nature of those securities. 

16 



88. In an email discussion with an investor subsequent to 1ST's filing of its Form TA-

W, where the investor inquired of Speight about the status ofhis investment, Speight did not 

disclose that 1ST had sought to withdraw its registration and did not mention to the investor what 

the successor plan was for his investment. 

FIRST CLAIM FOR RELIEF 
(Violations of Sections 17(a) of the Securities Act) 

89. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragrap}:ls 1 through 88 of this Complaint. 

90. Defendants, directly or indirectly, singly or in concert, knowingly or recklessly, 

by use of the means or instruments of transportation or communication in interstate commerce, 

or of the mails, in the offer or sale of securities, acting with the requisite state of mind, (a) 

employed devices, schemes and artifices to defraud; (b) obtained money or property by means of 

untrue statements of material fact or omissions to state a material fact necessary to make the 

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

(c) engaged in transactions, practices, or a course of business which operated or would operate as 

a fraud or deceit upon purchasers. 

91. By engaging in the conduct described above, Defendants Speight and 1ST have 

violated, and unless enjoined will again violate, Sections 17(a)(l ), 17(a)(2), and 17(a)(3) of the 

Securities Act, 15 U.S.C. §§ 77q(a)(l), 77q(a)(2), and 77q(a)(3). 

SECOND CLAIM FOR RELIEF 
(Violations of Section lO(b) of the Exchange Act and Rule lOb-5) 

92. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1 through 88 of this Complaint. 

93 . Defendants, directly or indirectly, singly or in concert, by use of the means or 

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instruments of transportation or communication in interstate commerce, or of the mails, in 

connection with the purchase or sale of securities, knowingly or recklessly, have: (a) employed 

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

to state material facts necessary in order to make the statements made, in light of the 

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

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

deceit upon any person. 

94. By reason of the foregoing, Defendants Speight and 1ST have violated, and unless 

enjoined will again violate, Section 10(b) ofthe Exchange Act, 15 U.S.C. § 78j(b) and Rule lOb-

5, 17 C.F .R. § 140.1 Ob-5, promulgated thereunder. 

THIRD CLAIM FOR RELIEF 
(Violations of Section 17(a)(3) of the Exchange Act and 

Rules 17 Ad-6 and 17 Ad-7 thereunder, by IST) 

95. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1 through 88 ofthis Complaint. 

96. Defendant IST failed to make, keep, and furnish records as prescribed by rules 

governing registered transfer agents. 

97. By reason ofthe foregoing, IST violated, and unless enjoined will again violate, 

Section 17(a)(3) of the Exchange Act, 15 U.S.C. § 78q(a)(3), and Rules 17Ad-6 and 17Ad-7, 17 

C.F.R. §§ 240.17 Ad-6 and 240.17 Ad-7, promulgated thereunder. 

FOURTH CLAIM FOR RELIEF 
(Aiding and Abetting Violations of Section 17(a)(3) of the Exchange Act 

and Rules 17 Ad-6 and 17 Ad-7 thereunder, by Speight) 

98. The Commission realleges and incorporates by reference herein each and every 

allegation contained in paragraphs 1 through 88 ofthis Complaint. 

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99. Defendant Speight, acting with the requisite state of mind, caused 1ST to fail to 

make, keep, and furnish records as prescribed by rules governing registered transfer agents. 

100. By reason ofthe foregoing, Speight aided and abetted a violation of, and unless 

enjoined will again aid and abet a violation of Section 17(a)(3) of the Exchange Act, 15 U.S.C. § 

78q(a)(3), and Rules 17Ad-6 and 17Ad-7, 17 C.P.R.§§ 240.17Ad-6 and 240.17Ad-7, 

promulgated thereunder. 

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter final 

judgments against the Defendants granting the following relief: 

I. 

Permanently, restraining and enjoining Defendant IST, its agents, servants, employees 

and attorneys and all persons in active concert or participation with it, who receive actual notice 

of the injunction by personal service or otherwise, and each ofthem, from future violations of 

Section 17(a) ofthe Securities Act, 15 U.S.C. § 77q(a); Sections 10(b) and 17(a)(3) ofthe 

Exchange Act, 15 U.S.C. § 78j(b), and 78q(a)(3), and Exchange Act Rules 10b-5, 17 C.F.R. § 

240.10b-5, 17Ad-6 and 17Ad-7, 17 C.F.R. §§ 240.17Ad-6 and 240.17Ad-7. 

II. 

Permanently, restraining and enjoining Defendant Speight, his agents, servants, 

employees and attorneys and all persons in active concert or participation with him, who receive 

actual notice ofthe injunction by personal service or otherwise, and each of them, from future 

violations of Section 17(a) ofthe Securities Act, 15 U.S.C. § 77q(a); Section 10(b) ofthe 

Exchange Act, 15 U.S .C. § 78j(b), and Exchange Act Rule lOb-5, 17 C.F.R. § 240.1 Ob-5, and 

from future violations of/and or aiding and abetting of violations of Section 17(a)(3) of the 

Exchange Act, 15 U.S.C. § 78q(a)(3), and Exchange Act Rules 17Ad-6 and 17 Ad-7, 17 C.F.R. 

§§ 240.17Ad-6 and 240.17Ad-7. 

III. 

Ordering Defendants to disgorge their ill-gotten gains, plus prejudgment interest, and 

such other and further amount as the Court may find appropriate. 

20IV. 

Ordering Defendants to pay civil money penalties pursuant to Section 20(d) ofthe 

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. 

Prohibiting Defendant Speight from acting as an officer or director of any issuer that has 

a class of securities registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 781, or 

that is required to file reports pursuant to Section 15( d) of the Exchange Act, 15 U .S.C. § 78o( d). 

VI. 

Permanently barring Defendants from participating in an offering of penny stock, 

pursuant to Section 20(g) ofthe Securities Act, 15 U.S.C. § 77t(g), and Section 21(d)(6) of the 

Exchange Act, 15 U.S.C. § 78s(d)(6) . 

VII. 

Such other and further relief as to this Court deems just and proper. 

Dated: New York, New York 
July 23, 2014 

Of Counsel : 
Alexander Vasilescu 
Adam S. Grace 
Justin A. Alfano 
John Lehmann 

By :-'·~.-----:>nd""'r"""e""'w::..._M~-.-C-a-la....:.~_a_r_i _, __ -_.:;;;;=::::==~­
Regional Director 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
3 World Financial Center, Room 400 
New York, NY 10281 
(212) 336-0178 (Vasilescu) 

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