Securities and Exchange Commission v Brett A Cooper Et Al

________________________________________________

Alan M. Lieberman
Christopher M. McLean
Stephen T. Kaiser
Timothy N. England
SECURITIES AND EXCHANGE COMMISSION
100 F Street N.E.
Washington, D.C. 20549
Tel:  (202) 551-4474 (Lieberman)
Email:  [email protected]
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
:
SECURITIES AND EXCHANGE COMMISSION, :
:
Plaintiff, :
:
v. : Civil No.____________
:
BRETT A. COOPER, :
: COMPLAINT
GLOBAL FUNDING SYSTEMS LLC, :

:

DREAM HOLDINGS, LLC, :

:

FORTITUDE INVESTING, LLC, :

:

PENINSULA WATERFRONT :

DEVELOPMENT, LP, :

:

REOP GROUP INC., :

Defendants. :

________________________________________________:

Plaintiff Securities and Exchange Commission (“Commission”) [100 F St. N.E.
Washington, D.C. 20549] for its complaint against Defendants Brett A. Cooper (“Cooper”) [Last
known address:  232 Camelot Ct, Cinnaminson, New Jersey 08077]; Global Funding Systems
LLC., (“Global Funding”), Dream Holdings, LLC (“Dream Holdings”), and REOP Group Inc.
(“REOP”) [each having listed business addresses of 12 Debrosses Street, New York, New York

10013]; Fortitude Investing, LLC (“Fortitude Investing”) [106 Catbriar Court, Summerville,
South Carolina 29485]; and Peninsula Waterfront Development, L.P. (“Peninsula”) [1650
Market Street, Philadelphia, PA 19103] (Global Funding, Dream Holdings, Fortitude Investing
and Peninsula are collectively, the “Cooper Companies”) alleges as follows:
SUMMARY
1. Since at least November 2008 and continuing through in or about April 2012 (the
“Relevant Period”), Cooper and the Cooper Companies perpetrated three fraudulent schemes and
engaged in various fraudulent and deceitful acts, practices and courses of business in furtherance
of those schemes.
2. In the first scheme, commonly referred to as a “Prime Bank Fraud,” Cooper raised
approximately $1.4 million from investors by claiming to have special access to programs that
through pooling of funds allowed individual investors to participate in this investment
opportunity generally available only to Wall Street insiders (“First Scheme”).  In furtherance of
this scheme Cooper:
a. misrepresented to investors that the financial instruments are issued by the
world’s largest and most financially sound banks;
b. used vague, complex, and meaningless legal and financial terms designed
to deceive the investors into believing that he offered legitimate investments;
c. misrepresented to potential investors that extraordinary returns of up to
1,000 percent within as little as 60 days were possible with little risk to principal;
d. lied to investors that their principal would be collateralized with cash or
semi-precious gemstones;
e. lied to investors that their money would remain safe in escrow with
2

attorneys pending the completion of certain steps in the transaction.
3. In the second scheme, also purportedly involving investment in prime bank paper,
Cooper offered to participate as an investor in the purchase and trade of a $100 million bank
guarantee on the condition that all investor funds were pooled in an attorney cli   ent trust account.
Cooper sent a forged escrow agreement, purportedly from an attorney, containing wiring
instructions for the attorney client trust account.  The wire instructions, however, were for an
account controlled by Cooper, not an attorney acting as escrow agent. The four investors
unwittingly deposited a total of $925,000 in the phony escrow account which was, in fact, for
Cooper’s Company Dream Holdings, after which Cooper misappropriated the funds (“Second
Scheme”).
4. In March 2012 Cooper and his company REOP participated in a separate
fraudulent transaction involving the sale of a purported Brazilian sovereign bond. (“Third
Scheme”).  Cooper claimed that, in exchange for a $50,000 “fee”, he would locate a buyer for
the bond and open an account at a registered broker-dealer, which Cooper claimed was necessary
to sell the bond.  Cooper forged a letter that purported to be from the broker-dealer indicating
that the bond had been “accepted” by the broker-dealer.  Based upon this letter, the deceived
investor paid Cooper’s $50,000 “fee”.
5. All of the investors Cooper defrauded lost all of their invested funds.  Cooper
misappropriated their funds and used the money for his own purposes, including to pay personal
expenses, buy cars, pay associates in the scheme, and fund frequent gambling junkets to casinos
in Las Vegas and Atlantic City.
6. Cooper was not registered as a broker-dealer, as is required for offering securities
to investors.
3

7. By virtue of their conduct, the defendants have engaged, and unless enjoined will
continue to engage in violations of, or aid and abet violations of Section 17(a) of the Securities
Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)], Sections 10(b) and 15(a) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §§ 78j(b) and 78o(a)] and
Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
JURISDICTION AND VENUE
8. The Commission brings this action, and this Court has jurisdiction over this
action, pursuant to authority conferred by Sections 20(b) and 22(a) of the Securities Act [15
U.S.C. §§ 77t(b) and 77v(a)] and Sections 21(d), 21(e) and 27 of the Exchange Act [15 U.S.C.
§§ 78u(d), 78u(e) and 78aa].
9. This Court has personal jurisdiction over the defendants and venue is proper in
the District of New Jersey pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)]
and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because each defendant engaged in
transactions, acts, practices, and courses of business constituting the violations alleged herein
within this District and the defendants can be found and do business in this District.  During the
period of the misconduct alleged in this Complaint, Cooper resided in New Jersey, and he and
the Cooper Companies and REOP conducted the acts, practices, and courses of business alleged
herein from within New Jersey.
10. The defendants, directly and indirectly, have made use of the means and
instrumentalities of interstate commerce, and the means and instruments of transportation and
communication in interstate commerce, in connection with the transactions, acts, practices, and
courses of business alleged in this Complaint.
4

DEFENDANTS

11. Brett A. Cooper, age 37, is believed to be a resident of Cinnaminson, New
Jersey.  During the period of the misconduct alleged in this Complaint, Cooper resided in
Moorestown and Mt. Laurel, New Jersey, and conducted the acts, practices, and courses of
business alleged herein from within New Jersey.  Cooper is the Managing Member of Global
Funding and Dream Holdings.  He is the founder and principal of Fortitude Investing, the sole
director of REOP, and the managing member of PWD Philadelphia Unit, LLC, which is the
general partner of Peninsula.
12. Global Funding Systems, LLC is a limited liability company formed under the
laws of Wyoming in September 2010.  Global Funding was re-formed under the laws of North
Carolina in April 2011.  Cooper is the Managing Member of Global Funding.
13. Dream Holdings, LLC is a limited liability company formed under the laws of
New Jersey in June 2010.  Cooper is the Managing Member of Dream Holdings.
14. Fortitude Investing, LLC is a limited liability company formed under the laws
of South Carolina in October 2007.  Cooper was founder and principal of Fortitude Investing.
15. Peninsula Waterfront Development, LP is a limited partnership formed under
the laws of Pennsylvania in June 2009.  Cooper is the managing member of PWD Philadelphia
Unit, LLC, the general partner of Peninsula.
16. REOP Group Inc. is a corporation formed in New York in December 2010.
Cooper is the sole director of REOP Group, Inc.
5

THE SCHEME TO DEFRAUD

17. During the Relevant Period, Cooper and the Cooper Companies used the mail
and wires to defraud at least 10 investors out of approximately $2 million through fictitious
investments that supposedly involved “leasing,” “leveraging,” and “trading” purported bank
instruments. In reality, Cooper and the Cooper Companies never invested any of the money they
received from investors, and instead misappropriated the money for Cooper’s own use.
18. Defendant Cooper, as founder, principal, managing member and sole officer in
control of each of the Cooper Companies exercised ultimate authority over each of the Cooper
Companies’ statements to investors alleged herein.
Defendants’ Material Misstatements and Omissions, and Other Deceptive
Acts and Practices in Furtherance of the Scheme to Defraud
19. In furtherance of the First Scheme, Cooper, directly and through Global Funding,
Fortitude Investing, and Dream Holdings committed, among others, the following deceitful acts
and misrepresentations orally and in writing to investors during the Relevant Period:
a. Cooper misrepresented, orally and in writing, that he would acquire,
“monetize”, “leverage” and “place into trade” purported bank instruments.
b. In November 2008 Defendant Fortitude Investing provided an investor a
purchase contract, signed by Cooper, stating that Fortitude Investing would “monetize” a
Standby Letter of Credit (“SBLC”).  Cooper also provided the investor with documents stating
that proceeds from the “monetization” would then be “placed into trade.”
c. In April 2010, Cooper, acting in capacity as an agent of Dream Holdings,
peddled an investment in a SBLC in connection with a “bank monetization contract”. Cooper
told the investor that the investment involved the trading of foreign bank instruments, that the
trading program was located in Europe, and that Cooper would be sharing in the profits for his
6

role in the transaction.
d. In June 2011, defendant Global Funding provided a Memorandum of
Understanding to an investor for a “private placement trade” for the purchase and trade of a “One
Hundred Million Euro Bank Guarantee”.  Cooper also provided the investor with a letter of
engagement stating that Global Funding was “offering a Short-Term Guaranteed High-Yield
Investment Program” involving investments in bank notes.
e. In or around June 2011, Cooper both orally and in a letter of engagement
told an investor that the investor would receive a 1,000 percent return in as little as 60 days.
Similarly, a December 2010 investment contract Cooper created between Global Funding and an
investor provides for a return six times the investment within 60 calendar days.  In truth and in
fact, no returns were generated for the investors.
f. In December 2010, Cooper provided an investor with a “collateral
guarantee” letter on the letterhead of an attorney acting as escrow agent for the transaction.  The
letter stated that the purported investment would be collateralized by semi-precious gemstones
held in the name of Global Funding.  In March 2010, Cooper provided a “Promissory Note” to
another investor, stating that the investment was collateralized by cash held in an offshore
banking account of Cooper’s company Dream Holdings.  In truth and in fact, there was no such
collateral.
g. Cooper represented to investors that in the event an instrument was not
procured and the transaction was not completed, the funds would be returned.  In truth and in
fact, Cooper never intended to and did not return the investors’ principal.
h. Cooper represented that certain investors’ funds would remain in escrow
with “PWD Trust”, which Cooper falsely claimed was a Washington, D.C. escrow company.  In
7

May 2010, one of these investors and Cooper executed an escrow agreement with “PWD Trust”
which stated that the investor’s funds could not be released without the investor’s written
consent.  In truth and in fact, the escrow wiring instructions provided to the investor were for
Cooper’s company Peninsula, not “PWD Trust”.  Once the investor’s funds were wired to
Peninsula, Cooper misappropriated them for his personal use.
20. In truth and in fact, Cooper never intended nor even attempted to acquire any
SBLCs, Euro Bank Guarantees or any other bank instruments or participate in any purported
trading programs.  Instead, Cooper misappropriated the investor funds for his personal use.
21. In the Second Scheme, in or around February 2011, Cooper was approached by an
acquaintance to participate in a purported purchase and trade of a $100 million bank guarantee.
The acquaintance solicited four investors to pool a total of $925,000 in the bank guarantee
trading program with Cooper.  In furtherance of the Second Scheme, Cooper committed the
following deceitful acts:
a. Cooper demanded that all investor funds be pooled in an attorney client
trust account.
b. Cooper prepared and sent a forged escrow agreement, purportedly from an
attorney, containing wiring instructions for the attorney client trust account.  The wire
information, however, was for an account controlled by Cooper, not the attorney.  The four
investors unwittingly sent their money to the Cooper controlled account, which was for Dream
Holdings.
c. Once the investor funds were under his control, Cooper misappropriated
the money for his own personal use.
8

22. In the Third Scheme, in or around April 2012, Cooper engaged in deceitful acts in
connection with the sale of a purported Brazilian sovereign bond.  In furtherance, Cooper
committed the following acts and made the following misrepresentations:
a. Cooper represented that he would locate a buyer for the purported bond
and assist with opening a brokerage account to sell the bond for a fee of $50,000.00.
b. Cooper represented his fee would not be earned unless and until the
brokerage firm had “accepted” the bond.
c. Cooper forged a letter purporting to be from the brokerage firm, stating
that the bond had been “accepted”.  Based upon this letter, the deceived investor paid Cooper’s
$50,000 “fee”.
23. Cooper, and through him, the defendant Cooper Companies, each knew or was
reckless in not knowing that the investments offered were fictitious, and that each of the
statements made in paragraphs 19, 21 and 22 was materially false or misleading or omitted to
state material facts which would make the statements they made not materially misleading.
Cooper also intentionally engaged in the other deceptive acts, practices, and transactions alleged
in paragraphs 19, 21 and 22 to deceive investors in furtherance of his schemes.
24. Contrary to Cooper’s representations to investors that their funds would be used
to lease or utilize purported bank instruments and to facilitate their participation in a foreign
“trading platform,” Cooper misappropriated investors’ funds for his own purposes including the
purchase of automobiles, and gambling at casinos in Las Vegas and Atlantic City.
25. None of the investors’ money was used to “lease,” “leverage,” or trade any
purported bank instruments or to provide other investment services.
9

26. After being sued for fraud by an injured investor; after being named as a
defendant and served with the complaint in another prime bank case, SEC v. The Milan Group,
Inc. 1:11-cv-02132(RMC) (D. D.C.) (filed Nov. 30, 2011); and after becoming aware of the
Commission’s investigation in this matter, Cooper perpetrated the Third Scheme involving the
purported Brazilian bond transaction as alleged in paragraph 22 above.
FIRST CLAIM

Each Defendant Violated Exchange Act Section 10(b) and Rule 10b-5

27. The Commission realleges and incorporates herein by reference paragraphs 1
through 26 above.
28. Each defendant, directly and indirectly, with scienter, by use of the means or
instrumentalities of interstate commerce, or of the mails, employed devices, schemes or artifices
to defraud; 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 engaged in acts, practices or courses of business which have been and are
operating as a fraud or deceit upon the purchasers or sellers of securities.
29. As a part of and in furtherance of their scheme, defendants directly and indirectly,
prepared, disseminated, or used contracts, written offering documents, promotional materials,
investor and other correspondence, and oral presentations, which contained untrue statements of
material facts and misrepresentations of material facts, and which 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, including, but not limited to, those set forth in Paragraphs 1 through
22 above.
10

30. By reason of the foregoing, each defendant has violated and, unless restrained and
enjoined, will continue to violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b­
5 [17 C.F.R. § 240.10b-5].
SECOND CLAIM
Cooper Aided and Abetted the Cooper Companies’

Violations of Exchange Act Section 10(b) and Rule 10b-5

31. The Commission realleges paragraphs 1 through 26 above.
32. Pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)], Cooper knowingly
provided substantial assistance to the Cooper Companies, and, unless restrained and enjoined,
will continue to aid and abet the Cooper Companies’ violations of Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5].
THIRD CLAIM

Each Defendant Violated Securities Act Section 17(a)

33. The Commission realleges paragraphs 1 through 26 above.
34. Each defendant, directly or indirectly, in the offer or sale of securities, by the use
of the means or instruments of transportation or communication in interstate commerce or by the
use of the mails: (a) has employed, is employing, or is about to employ devices, schemes or
artifices to defraud; (b) has obtained, is obtaining or is about to obtain money or property by
means of untrue statements of material fact and omissions 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) has engaged, is engaged, or is about to engage in transactions, acts,
practices and courses of business that operated or would operate as a fraud upon purchasers of
securities.
11

35. By reason of the foregoing, each defendant has violated and, unless restrained and
enjoined, will continue to violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
FOURTH CLAIM
Cooper Aided and Abetted

the Cooper Companies’ Violations of Securities Act Section 17(a)

36. The Commission realleges paragraphs 1 through 26 above.
37. Pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)], Cooper knowingly
or recklessly provided substantial assistance to the fraudulent conduct of the Cooper Companies
and, unless restrained and enjoined, will continue to aid and abet the Cooper Companies’
violations of Securities Act Sections 17(a) [15 U.S.C. § 77q(a)].
FIFTH CLAIM

Cooper Violated Exchange Act Section 15(a)

38. The Commission realleges paragraphs 1 through 26 above.
39. Cooper, while acting as a broker or dealer, made use of the mails or any means or
instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to
induce the purchase or sale of, any securities in the form of purchase agreements, promissory
notes, or similar agreements without being registered with the Commission as a broker or dealer
or an associated person of a registered broker-dealer.
40. By reason of the foregoing, Cooper violated and, unless restrained and enjoined,
will continue to violate Exchange Act Section 15(a) [15 U.S.C. § 78o(a)].
12

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Enter judgment in favor of the Commission finding that the defendants violated the
federal securities laws and Commission rules as alleged in this Complaint;
II.
Permanently enjoin the defendants from further violations of the federal securities laws
and Commission rules alleged against them in this Complaint;
III.
Order all defendants and relief defendants to disgorge, as the Court may direct, all ill-
gotten gains received or benefits in any form derived from the illegal conduct alleged in this
Complaint, together with pre-judgment interest thereon;
IV.
Order all defendants to pay civil monetary penalties pursuant to Securities Act Section
20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
13

V.

Grant such other equitable and legal relief as may be appropriate or necessary for the
benefit of investors pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)].
Date: September 27, 2013 By:
s/Alan M. Lieberman
Alan M. Lieberman
Counsel for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
100 F Street N.E.
Washington, D.C. 20549
Admitted in the U.S. District Court for the
Southern District of New York
Tel:  (202) 551-4474
Email:  [email protected]
Local Counsel:
Paul A. Blaine
Chief, Civil Division
United States Attorney’s Office for the District of New Jersey
Camden Federal Building and U.S. Courthouse
P.O. Box 2098
401 Market Street, 4th Floor
Camden, NJ 08101
856-757-5412
[email protected]
Designated Pursuant to Local Rule 101.1(f)
Of Counsel:
Timothy N. England
Christopher McLean
Stephen T. Kaiser
14

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   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 1 of 14 PageID: 1 

Alan M. Lieberman 
Christopher M. McLean 
Stephen T. Kaiser 
Timothy N. England 
SECURITIES AND EXCHANGE COMMISSION 
100 F Street N.E. 
Washington, D.C. 20549 
Tel: (202) 551-4474 (Lieberman) 
Email:  [email protected] 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

: 
SECURITIES AND EXCHANGE COMMISSION, : 

: 
Plaintiff, : 

: 
v. : Civil No.____________ 

: 
BRETT A. COOPER, : 

: COMPLAINT 
GLOBAL FUNDING SYSTEMS LLC, :
 

:
 
DREAM HOLDINGS, LLC, :
 

:
 
FORTITUDE INVESTING, LLC, :
 

:
 
PENINSULA WATERFRONT :
 
DEVELOPMENT, LP, :
 

:
 
REOP GROUP INC., :
 

Defendants. :
 
________________________________________________:
 

Plaintiff Securities and Exchange Commission (“Commission”) [100 F St. N.E. 

Washington, D.C. 20549] for its complaint against Defendants Brett A. Cooper (“Cooper”) [Last 

known address: 232 Camelot Ct, Cinnaminson, New Jersey 08077]; Global Funding Systems 

LLC., (“Global Funding”), Dream Holdings, LLC (“Dream Holdings”), and REOP Group Inc. 

(“REOP”) [each having listed business addresses of 12 Debrosses Street, New York, New York 

mailto:[email protected]


  

   

   

  

   

 

       

   

   

  

        

   

   

     

    

    

   

  

   

   

    

      

   

    

   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 2 of 14 PageID: 2 

10013]; Fortitude Investing, LLC (“Fortitude Investing”) [106 Catbriar Court, Summerville, 

South Carolina 29485]; and Peninsula Waterfront Development, L.P. (“Peninsula”) [1650 

Market Street, Philadelphia, PA 19103] (Global Funding, Dream Holdings, Fortitude Investing 

and Peninsula are collectively, the “Cooper Companies”) alleges as follows: 

SUMMARY 

1. Since at least November 2008 and continuing through in or about April 2012 (the 

“Relevant Period”), Cooper and the Cooper Companies perpetrated three fraudulent schemes and 

engaged in various fraudulent and deceitful acts, practices and courses of business in furtherance 

of those schemes. 

2. In the first scheme, commonly referred to as a “Prime Bank Fraud,” Cooper raised 

approximately $1.4 million from investors by claiming to have special access to programs that 

through pooling of funds allowed individual investors to participate in this investment 

opportunity generally available only to Wall Street insiders (“First Scheme”). In furtherance of 

this scheme Cooper: 

a. misrepresented to investors that the financial instruments are issued by the 

world’s largest and most financially sound banks; 

b. used vague, complex, and meaningless legal and financial terms designed 

to deceive the investors into believing that he offered legitimate investments; 

c. misrepresented to potential investors that extraordinary returns of up to 

1,000 percent within as little as 60 days were possible with little risk to principal; 

d. lied to investors that their principal would be collateralized with cash or 

semi-precious gemstones; 

e. lied to investors that their money would remain safe in escrow with 

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   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 3 of 14 PageID: 3 

attorneys pending the completion of certain steps in the transaction. 

3. In the second scheme, also purportedly involving investment in prime bank paper, 

Cooper offered to participate as an investor in the purchase and trade of a $100 million bank 

guarantee on the condition that all investor funds were pooled in an attorney client trust account.  

Cooper sent a forged escrow agreement, purportedly from an attorney, containing wiring 

instructions for the attorney client trust account.  The wire instructions, however, were for an 

account controlled by Cooper, not an attorney acting as escrow agent. The four investors 

unwittingly deposited a total of $925,000 in the phony escrow account which was, in fact, for 

Cooper’s Company Dream Holdings, after which Cooper misappropriated the funds (“Second 

Scheme”). 

4. In March 2012 Cooper and his company REOP participated in a separate 

fraudulent transaction involving the sale of a purported Brazilian sovereign bond. (“Third 

Scheme”). Cooper claimed that, in exchange for a $50,000 “fee”, he would locate a buyer for 

the bond and open an account at a registered broker-dealer, which Cooper claimed was necessary 

to sell the bond.  Cooper forged a letter that purported to be from the broker-dealer indicating 

that the bond had been “accepted” by the broker-dealer.  Based upon this letter, the deceived 

investor paid Cooper’s $50,000 “fee”. 

5. All of the investors Cooper defrauded lost all of their invested funds.  Cooper 

misappropriated their funds and used the money for his own purposes, including to pay personal 

expenses, buy cars, pay associates in the scheme, and fund frequent gambling junkets to casinos 

in Las Vegas and Atlantic City. 

6. Cooper was not registered as a broker-dealer, as is required for offering securities 

to investors. 

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   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 4 of 14 PageID: 4 

7. By virtue of their conduct, the defendants have engaged, and unless enjoined will 

continue to engage in violations of, or aid and abet violations of Section 17(a) of the Securities 

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

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. §§ 78j(b) and 78o(a)] and 

Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder. 

JURISDICTION AND VENUE 

8. The Commission brings this action, and this Court has jurisdiction over this 

action, pursuant to authority conferred by Sections 20(b) and 22(a) of the Securities Act [15 

U.S.C. §§ 77t(b) and 77v(a)] and Sections 21(d), 21(e) and 27 of the Exchange Act [15 U.S.C. 

§§ 78u(d), 78u(e) and 78aa]. 

9. This Court has personal jurisdiction over the defendants and venue is proper in 

the District of New Jersey pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] 

and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because each defendant engaged in 

transactions, acts, practices, and courses of business constituting the violations alleged herein 

within this District and the defendants can be found and do business in this District. During the 

period of the misconduct alleged in this Complaint, Cooper resided in New Jersey, and he and 

the Cooper Companies and REOP conducted the acts, practices, and courses of business alleged 

herein from within New Jersey. 

10. The defendants, directly and indirectly, have made use of the means and 

instrumentalities of interstate commerce, and the means and instruments of transportation and 

communication in interstate commerce, in connection with the transactions, acts, practices, and 

courses of business alleged in this Complaint. 

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   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 5 of 14 PageID: 5 

DEFENDANTS
 

11. Brett A. Cooper, age 37, is believed to be a resident of Cinnaminson, New 

Jersey. During the period of the misconduct alleged in this Complaint, Cooper resided in 

Moorestown and Mt. Laurel, New Jersey, and conducted the acts, practices, and courses of 

business alleged herein from within New Jersey.  Cooper is the Managing Member of Global 

Funding and Dream Holdings.  He is the founder and principal of Fortitude Investing, the sole 

director of REOP, and the managing member of PWD Philadelphia Unit, LLC, which is the 

general partner of Peninsula. 

12. Global Funding Systems, LLC is a limited liability company formed under the 

laws of Wyoming in September 2010.  Global Funding was re-formed under the laws of North 

Carolina in April 2011.  Cooper is the Managing Member of Global Funding.  

13. Dream Holdings, LLC is a limited liability company formed under the laws of 

New Jersey in June 2010.  Cooper is the Managing Member of Dream Holdings.  

14. Fortitude Investing, LLC is a limited liability company formed under the laws 

of South Carolina in October 2007.  Cooper was founder and principal of Fortitude Investing. 

15. Peninsula Waterfront Development, LP is a limited partnership formed under 

the laws of Pennsylvania in June 2009.  Cooper is the managing member of PWD Philadelphia 

Unit, LLC, the general partner of Peninsula. 

16. REOP Group Inc. is a corporation formed in New York in December 2010.  

Cooper is the sole director of REOP Group, Inc. 

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   Case 1:13-cv-05781-RMB-AMD Document 1 Filed 09/27/13 Page 6 of 14 PageID: 6 

THE SCHEME TO DEFRAUD
 

17. During the Relevant Period, Cooper and the Cooper Companies used the mail 

and wires to defraud at least 10 investors out of approximately $2 million through fictitious 

investments that supposedly involved “leasing,” “leveraging,” and “trading” purported bank 

instruments. In reality, Cooper and the Cooper Companies never invested any of the money they 

received from investors, and instead misappropriated the money for Cooper’s own use.  

18. Defendant Cooper, as founder, principal, managing member and sole officer in 

control of each of the Cooper Companies exercised ultimate authority over each of the Cooper 

Companies’ statements to investors alleged herein. 

Defendants’ Material Misstatements and Omissions, and Other Deceptive 
Acts and Practices in Furtherance of the Scheme to Defraud 

19. In furtherance of the First Scheme, Cooper, directly and through Global Funding, 

Fortitude Investing, and Dream Holdings committed, among others, the following deceitful acts 

and misrepresentations orally and in writing to investors during the Relevant Period: 

a. Cooper misrepresented, orally and in writing, that he would acquire, 

“monetize”, “leverage” and “place into trade” purported bank instruments. 

b. In November 2008 Defendant Fortitude Investing provided an investor a 

purchase contract, signed by Cooper, stating that Fortitude Investing would “monetize” a 

Standby Letter of Credit (“SBLC”). Cooper also provided the investor with documents stating 

that proceeds from the “monetization” would then be “placed into trade.” 

c. In April 2010, Cooper, acting in capacity as an agent of Dream Holdings, 

peddled an investment in a SBLC in connection with a “bank monetization contract”. Cooper 

told the investor that the investment involved the trading of foreign bank instruments, that the 

trading program was located in Europe, and that Cooper would be sharing in the profits for his 

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role in the transaction.  

d. In June 2011, defendant Global Funding provided a Memorandum of 

Understanding to an investor for a “private placement trade” for the purchase and trade of a “One 

Hundred Million Euro Bank Guarantee”.  Cooper also provided the investor with a letter of 

engagement stating that Global Funding was “offering a Short-Term Guaranteed High-Yield 

Investment Program” involving investments in bank notes. 

e. In or around June 2011, Cooper both orally and in a letter of engagement 

told an investor that the investor would receive a 1,000 percent return in as little as 60 days.  

Similarly, a December 2010 investment contract Cooper created between Global Funding and an 

investor provides for a return six times the investment within 60 calendar days.  In truth and in 

fact, no returns were generated for the investors. 

f. In December 2010, Cooper provided an investor with a “collateral 

guarantee” letter on the letterhead of an attorney acting as escrow agent for the transaction.  The 

letter stated that the purported investment would be collateralized by semi-precious gemstones 

held in the name of Global Funding.  In March 2010, Cooper provided a “Promissory Note” to 

another investor, stating that the investment was collateralized by cash held in an offshore 

banking account of Cooper’s company Dream Holdings. In truth and in fact, there was no such 

collateral. 

g. Cooper represented to investors that in the event an instrument was not 

procured and the transaction was not completed, the funds would be returned.  In truth and in 

fact, Cooper never intended to and did not return the investors’ principal. 

h. Cooper represented that certain investors’ funds would remain in escrow 

with “PWD Trust”, which Cooper falsely claimed was a Washington, D.C. escrow company.  In 

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May 2010, one of these investors and Cooper executed an escrow agreement with “PWD Trust” 

which stated that the investor’s funds could not be released without the investor’s written 

consent. In truth and in fact, the escrow wiring instructions provided to the investor were for 

Cooper’s company Peninsula, not “PWD Trust”.  Once the investor’s funds were wired to 

Peninsula, Cooper misappropriated them for his personal use. 

20. In truth and in fact, Cooper never intended nor even attempted to acquire any 

SBLCs, Euro Bank Guarantees or any other bank instruments or participate in any purported 

trading programs.  Instead, Cooper misappropriated the investor funds for his personal use.  

21. In the Second Scheme, in or around February 2011, Cooper was approached by an 

acquaintance to participate in a purported purchase and trade of a $100 million bank guarantee. 

The acquaintance solicited four investors to pool a total of $925,000 in the bank guarantee 

trading program with Cooper.  In furtherance of the Second Scheme, Cooper committed the 

following deceitful acts: 

a. Cooper demanded that all investor funds be pooled in an attorney client 

trust account.  

b. Cooper prepared and sent a forged escrow agreement, purportedly from an 

attorney, containing wiring instructions for the attorney client trust account.  The wire 

information, however, was for an account controlled by Cooper, not the attorney.  The four 

investors unwittingly sent their money to the Cooper controlled account, which was for Dream 

Holdings. 

c. Once the investor funds were under his control, Cooper misappropriated 

the money for his own personal use. 

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22. In the Third Scheme, in or around April 2012, Cooper engaged in deceitful acts in 

connection with the sale of a purported Brazilian sovereign bond.  In furtherance, Cooper 

committed the following acts and made the following misrepresentations: 

a. Cooper represented that he would locate a buyer for the purported bond 

and assist with opening a brokerage account to sell the bond for a fee of $50,000.00.  

b. Cooper represented his fee would not be earned unless and until the 

brokerage firm had “accepted” the bond.  

c. Cooper forged a letter purporting to be from the brokerage firm, stating 

that the bond had been “accepted”.  Based upon this letter, the deceived investor paid Cooper’s 

$50,000 “fee”. 

23. Cooper, and through him, the defendant Cooper Companies, each knew or was 

reckless in not knowing that the investments offered were fictitious, and that each of the 

statements made in paragraphs 19, 21 and 22 was materially false or misleading or omitted to 

state material facts which would make the statements they made not materially misleading. 

Cooper also intentionally engaged in the other deceptive acts, practices, and transactions alleged 

in paragraphs 19, 21 and 22 to deceive investors in furtherance of his schemes. 

24. Contrary to Cooper’s representations to investors that their funds would be used 

to lease or utilize purported bank instruments and to facilitate their participation in a foreign 

“trading platform,” Cooper misappropriated investors’ funds for his own purposes including the 

purchase of automobiles, and gambling at casinos in Las Vegas and Atlantic City.  

25. None of the investors’ money was used to “lease,” “leverage,” or trade any 

purported bank instruments or to provide other investment services.  

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26. After being sued for fraud by an injured investor; after being named as a 

defendant and served with the complaint in another prime bank case, SEC v. The Milan Group, 

Inc. 1:11-cv-02132(RMC) (D. D.C.) (filed Nov. 30, 2011); and after becoming aware of the 

Commission’s investigation in this matter, Cooper perpetrated the Third Scheme involving the 

purported Brazilian bond transaction as alleged in paragraph 22 above. 

FIRST CLAIM
 

Each Defendant Violated Exchange Act Section 10(b) and Rule 10b-5
 

27. The Commission realleges and incorporates herein by reference paragraphs 1 

through 26 above. 

28. Each defendant, directly and indirectly, with scienter, by use of the means or 

instrumentalities of interstate commerce, or of the mails, employed devices, schemes or artifices 

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

operating as a fraud or deceit upon the purchasers or sellers of securities. 

29. As a part of and in furtherance of their scheme, defendants directly and indirectly, 

prepared, disseminated, or used contracts, written offering documents, promotional materials, 

investor and other correspondence, and oral presentations, which contained untrue statements of 

material facts and misrepresentations of material facts, and which 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, including, but not limited to, those set forth in Paragraphs 1 through 

22 above. 

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30. By reason of the foregoing, each defendant has violated and, unless restrained and 

enjoined, will continue to violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b­

5 [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM 

Cooper Aided and Abetted the Cooper Companies’
 
Violations of Exchange Act Section 10(b) and Rule 10b-5
 

31. The Commission realleges paragraphs 1 through 26 above. 

32. Pursuant to Exchange Act Section 20(e) [15 U.S.C. § 78t(e)], Cooper knowingly 

provided substantial assistance to the Cooper Companies, and, unless restrained and enjoined, 

will continue to aid and abet the Cooper Companies’ violations of Exchange Act Section 10(b) 

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

THIRD CLAIM
 

Each Defendant Violated Securities Act Section 17(a)
 

33. The Commission realleges paragraphs 1 through 26 above. 

34. Each defendant, directly or indirectly, in the offer or sale of securities, by the use 

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

use of the mails: (a) has employed, is employing, or is about to employ devices, schemes or 

artifices to defraud; (b) has obtained, is obtaining or is about to obtain money or property by 

means of untrue statements of material fact and omissions 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) has engaged, is engaged, or is about to engage in transactions, acts, 

practices and courses of business that operated or would operate as a fraud upon purchasers of 

securities. 

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35. By reason of the foregoing, each defendant has violated and, unless restrained and 

enjoined, will continue to violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

FOURTH CLAIM 

Cooper Aided and Abetted 

the Cooper Companies’ Violations of Securities Act Section 17(a)
 

36. The Commission realleges paragraphs 1 through 26 above. 

37. Pursuant to Securities Act Section 15(b) [15 U.S.C. § 77o(b)], Cooper knowingly 

or recklessly provided substantial assistance to the fraudulent conduct of the Cooper Companies 

and, unless restrained and enjoined, will continue to aid and abet the Cooper Companies’ 

violations of Securities Act Sections 17(a) [15 U.S.C. § 77q(a)]. 

FIFTH CLAIM
 

Cooper Violated Exchange Act Section 15(a)
 

38. The Commission realleges paragraphs 1 through 26 above. 

39. Cooper, while acting as a broker or dealer, made use of the mails or any means or 

instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to 

induce the purchase or sale of, any securities in the form of purchase agreements, promissory 

notes, or similar agreements without being registered with the Commission as a broker or dealer 

or an associated person of a registered broker-dealer. 

40. By reason of the foregoing, Cooper violated and, unless restrained and enjoined, 

will continue to violate Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

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PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Enter judgment in favor of the Commission finding that the defendants violated the 

federal securities laws and Commission rules as alleged in this Complaint; 

II. 

Permanently enjoin the defendants from further violations of the federal securities laws 

and Commission rules alleged against them in this Complaint; 

III. 

Order all defendants and relief defendants to disgorge, as the Court may direct, all ill-

gotten gains received or benefits in any form derived from the illegal conduct alleged in this 

Complaint, together with pre-judgment interest thereon; 

IV. 

Order all defendants to pay civil monetary penalties pursuant to Securities Act Section 

20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; 

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V.
 

Grant such other equitable and legal relief as may be appropriate or necessary for the 

benefit of investors pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]. 

Date: September 27, 2013 By: 

s/Alan M. Lieberman 
Alan M. Lieberman 
Counsel for Plaintiff 
SECURITIES AND EXCHANGE 
COMMISSION 
100 F Street N.E. 
Washington, D.C. 20549 
Admitted in the U.S. District Court for the 
Southern District of New York 
Tel: (202) 551-4474 
Email:  [email protected] 

Local Counsel: 

Paul A. Blaine 
Chief, Civil Division 
United States Attorney’s Office for the District of New Jersey 
Camden Federal Building and U.S. Courthouse 
P.O. Box 2098 
401 Market Street, 4th Floor 
Camden, NJ 08101 
856-757-5412 
[email protected] 
Designated Pursuant to Local Rule 101.1(f) 

Of Counsel: 

Timothy N. England 
Christopher McLean 
Stephen T. Kaiser 

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mailto:[email protected]
mailto:[email protected]

	SUMMARY