The Commission brings this securities fraud action seeking relief from

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RICHARD E. SIMPSON 
E-mail: 
[email protected] 
CAROLYNE. KDRR 
E-mail: [email protected] 
Securities 
andtxcliange Commission 
100 F Street, NE 
Washington, D.C. 20549 
Telephone: (202) 551-4495 
FacsImile: (202) 772-9246 
Local Counsel 
DAVIDJ. VANHAVERMAAT, Cal. 
BarNo. 175761 
E-mail: [email protected] 
John 
W. Berry, Regionalrrial Counsel 
Securities and Exchange Commission 
5670 Wilshire Boulevard, 11th Floor 
Los Angeles, California 90036-3648 
Telephone: (323) 965-3998 
FacsImile: (323) 965-3908 
Attorneys for Plaintiff 
UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 
SECURITIES AND EXCHANGE 
COMMISSION, 
Plaintiff, 
vs. 
NICHOLAS LOUIS GERANIO, 
KEITH MICHAEL FIELD, 
THE GOOD ONE, INC., and 
KALEIDOSCOPE REAL ESTATE, INC., 
Defendants, and 
BWREHAWAII,LLC 
Relief Defendant. 
Case No. 
COMPLAINT FOR INJUNCTIVE 
RELIEF, DISGORGEMENT, 
PENALTIES AND OTHER RELIEF, 
FOR VIOLATIONS OF THE 
FEDERAL SECURITIES LAWS AND 
DEMAND FOR JURY TRIAL 

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Plaintiff Securities and Exchange Commission ("Commission") alleges as 
follows against the defendants named above: 
SUMMARY 
1. 
The Commission brings this securities fraud action seeking relief from 
Defendants' critical role in a $35 million scheme to manipulate the market and to 
profit from the issuance and sale of stock through offshore boiler rooms. 
2. From approximately April 2007 to September 2009 ("the relevant 
time period"), the scheme worked as follows: Nicholas Louis Geranio ("Geranio") 
organized eight U.S. companies (the "Issuers"); installed management, including 
his longtime business partner Keith M. Field ("Field"); and entered into consulting 
agreements with the Issuers through his 
alter-ego companies The Good One, Inc. 
and Kaleidoscope Real Estate, Inc. ("Kaleidoscope"). Through The Good 
One's 
and Kaleidoscope's consulting agreements, Geranio set up a common system to 
raise money through the Issuers' sale 
ofRegulation S shares to offshore investors 
by boiler rooms that Geranio recruited. Regulation S stock is stock that is exempt 
from registration with the Commission because it is  offered solely to investors who 
are located outside the United States. 
3. Field, an officer, director and/or investor-relations representative 
of 
each of the Issuers, drafted materially misleading business plans, marketing 
materials, and website material for the Issuers. The offshore boiler rooms provided 
these materials to investors as part 
of their fraudulent solicitation efforts. 
4. Geranio directed traders, including Field, to engage in matched orders 
and manipulative trades to establish artificially high prices for at least five 
ofthe 
24 . Issuers' stock and to deceptively convey to the market the impression that 
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legitimate transactions had created bona fide prices for the stock. 
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5. This manipulation was critical to the scheme. In particular, the boiler 
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rooms, as part 
of their fraudulent solicitation efforts, informed the investors that 
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they were offering them Regulation S shares at a discount to the then publicly­
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traded stock price. Thus, the manipulation of the publicly-traded stock price 
allowed the boiler rooms to sell the Regulation S shares at a higher price to the 
overseas investors. 
6. The boiler rooms, teams ofunregistered telemarketers operating 
mostly from Spain, used high-pressure sales tactics and material false statements 
and omissions to induce the investors (many 
of them elderly and located in the 
United Kingdom) to buy the Issuers' Regulation S stock. Based on a structure 
created by Geranio, the boiler rooms directed the investors to send their money to 
escrow agents in the 
U.S. 
7. Under Geranio's oversight, the escrow agents paid 60% to 75% ofthe 
approximately $35 million 
in proceeds to the boiler roo'ms as their sales markups, 
kept 2.5% as their fee, 'and paid the remaining proceeds to the Issuers. The Issuers' 
(or in some cases the escrow agents) then funneled approximately $2.135 million 
of 
the proceeds ofthe Regulation S sales to Geranio, through The Good One and 
Kaleidoscope. The Issuers and the escrow agents paid Field approximately 
$279,000. 
8. By committing the acts described in this Complaint, Geranio, Field, 
The Good One and Kaleidoscope directly or indirectly engaged in and, unless 
restrained and 
~njoined by the Court, will continue to engage in, transactions, acts, 
practices and courses 
of business that violate Section 17(a)(I) and (3) ofthe 
Securities Act 
of 1933 (the "Securities Act") [15 U.S.C. § 77q(a)(1) & (3)] and 
Section 10(b) 
of the Securities Exchange Act of 1934 (the "Exchange Act") [15 
U.S.C. § 78j(b)] and Rule 10b-5(a) and (c) [17 C.F.R. § 240.10b-5(a) and (c)]. 
Field also directly or indirectly engaged in acts, practices or courses 
ofbusiness 
that violate Securities Act Section 17(a)(2) [15 U.S.C. 
§ 77q(a)(2)], and aided and 
abetted the Issuers' violations 
of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 
and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]. Geranio also is  liable as a control 
person 
of The Good One and Kaleidoscope under Exchange Act Section 20( a) [15 
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U.S.C. §78u(a)]. 
9. 
The Commission seeks a judgment from the Court: (a) enjoining the 
defendants from engaging in or aiding and abetting future violations 
of the federal 
securities laws named above; (b) ordering them to disgorge, with prejudgment 
interest, all ill-gotten gains obtained as a result of the securities violations 
described in this Complaint; (c) requiring them to pay civil money penalties 
pursuant to Securities Act Section 20( d) and Exchange Act Section 21 ( d)(3) [15 
U.S.C. 
§§ 77t(d), 78u(d)(3)]; (d) barring them from participating in any offering of 
penny stock pursuant to Securities Act Section 20(g) and Exchange Act Section 
21(d)(6) 
[15 U.S.C. §§ 77t(g), 78u(d)(6)]; (e) barring Geranio and Field from 
serving as an officer or director 
of an issuer that has a class of securities registered 
pursuant to Section 12 
ofthe Exchange Act, as amended [15 U.S.C. § 781] or that 
is required to file reports pursuant to Section 15(d) 
ofthe Exchange Act [15 U.S.C. 
§ 780(d)], pursuant to Securities Act Section 20(e) and Exchange Act Section 
21(d)(2) 
[15 U.S.C. §§ 77t(e), 78u(d)(2)]; and (f) requiring the relief defendant to 
disgorge all funds it received from Defendants' ill-gotten gains or by which it has 
been unjustly enriched, including all investor funds transferred to it or used for its 
benefit, including prejudgment interest thereon. 
JURISDICTION AND VENUE 
10. The Court has jurisdiction over this action pursuant to Securities Act 
Section 20(b) and (c) and Exchange Act Sections 21(d) and (e) and 27 
[15 U.S.C. 
§§ 77t(b) & (c), 78u(d) & (e), 78aa]. The defendants made use of the means or 
instruments 
of interstate commerce, ofthe mails, or ofthe facilities of a national 
securities exchange in connection with their acts, transactions, practices and 
courses 
of business alleged in this Complaint. 
11. Venue lies in the United States District Court for the Central District 
of Cali fomi a pursuant to Securities Act Section 22(a) and Exchange Act Section 
27 [15 U.S.C. 
§§ 77v(a) and 78aa] in that certain of the acts, practices and courses 
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ofbusiness constituting the violations described in this Complaint occurred in this 
District and one or more 
of the defendants reside inthis District. 
THE PARTIES 
12. The plaintiff is  the Securities and Exchange Commission, which 
brings this action pursuant to the authority conferred on it by Securities Act 
Section 20(b) and (c) and Exchange Act Section 21(d) and (e) 
[15 U.S.C. §§ 77t(b) 
& (c), 78u(d) & (e)]. 
13. Defendant Nicholas Louis Geranio, also known as Nick Louis, is a 
resident 
ofHaleiwa, Hawaii. During the relevant time period, he controlled The 
Good One and Kaleidoscope. On July 14, 2000, Geranio settled an emergency 
enforcement action that the Commission filed against him on April 30, 1999, 
consenting to an injunction against future violations 
ofthe antifraud provisions for 
his role in an alleged offering fraud involving California Laser Company. 
SEC v. 
Nicholas L. Geranio and California Laser Company, Civil Action No. 99-4702 
WJR (AIl) (C.D. Cal. Jul. 7, 1999), SEC Lit. ReI. No. 16628 (Jui. 14,2000). On at 
least one occasion during the relevant period, Geranio used an address at a UPS 
Store in Calabasas, California to procure services for Green Energy Live. 
14. Defendant Keith Michael Field is a resident 
of Sherman Oaks, 
California who works out 
of his home. During the relevant time period and since 
2006, he was Chain,nan 
of Mundus Group, Inc. Since 2007, he was the Chairman 
of Spectrum Acquisition Holdings, Inc. From 2007 to 2009, he was the Chairman 
of United States Oil and Gas, Inc. and Green Energy Live, Inc. From 2003 to 
2006, he was a director 
of Wyncrest, Inc. He also served as a director of Power 
Nanotech. Previously, Field had served as Director 
of Sales and Marketing for 
California Laser Company. 
15. Defendant The Good One, Inc., a Nevada corporation, is a financial 
consulting company that purports to provide general financial and business advice. 
Geranio's former wife 
is The Good One's Director, Secretary and Treasurer. 
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During the relevant period, The Good One used as its business address a UPS Store 
in Las Vegas, Nevada and also on a few occasions an address at a UPS store in 
Calabasas, California. 
16. 'Defendant Kaleidoscope Real Estate, Inc., a Nevada corporation, is  a 
financial consulting company that purports to provide general financial and 
business advice. Geranio's girlfriend 
is the President, Secretary, Director and 
Treasurer 
ofKaleidoscope. 
17. Relief defendant BWRE Holdings, LLC is  a domestic limited liability 
company based in Hawaii. 
RELATED ENTITIES (THE "ISSUERS") 
18. Green Energy Live, Inc. ("Green Energy") is  a Nevada corporation, 
with its principal office located in Wyoming, Michigan. On November 19,2008, 
Green Energy began trading publicly on the OTC Bulletin Board under the symbol 
"GELV.OB." 
19. Spectrum Acquisition Holdings, Inc. ("Spectrum") is a Nevada 
corporation, with its principal office located in Austin, Texas. In March 2008, 
Western American Mining became the majority owner 
of Spectrum, and on March 
17, 2008, Spectrum began trading on the OTC Bulletin Board under the symbol 
"SPAR.OB." 
20. United States Oil 
& Gas Corp. ("USOG") is a Delaware corporation, 
with its principal office located in Austin, Texas. On April 17,2008, USOG shares 
began trading on the OTC Bulletin Board under the symbol "USOG.OB." On June 
7, 2011, the Commission suspended trading in USOG stock because of questions 
regarding the adequacy and accuracy 
of publicly available information about the 
company. 
21. Mundus Group, Inc. ("Mundus") is  a Nevada corporation, with its 
principal office located in Chatsworth, California. Mundus shares are quoted on 
OTC Link under the symbol "MNDP." 
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) 
22. Blu Vu Deep Oil & Gas Exploration, Inc. ("Blu Vu") was a Nevada 
corporation with its principal office in Seattle, Washington. On May 26, 2010, 
Deltron, Inc., a Nevada corporation, with its principal office located in Garden 
Grove, California, acquired all the assets 
ofBlu Vu. Deltron shares are quoted on 
OTC Link under the symbol "DTRO." 
23. Wyncrest Group, Inc. ("Wyncrest") 
is a Nevada corporation, with its 
principal office in Palos Park, Illinois. Wyncrest shares were quoted on OTC 
Bulletin Board under the symbol "WYCT.OB" until January 29, 2009 when the 
trading symbol changed to "WNCG.OB" 
24. Microresearch Corp. ("Microresearch") was a Nevada corporation 
with a principal office in Orcutt, CA. Beginning on April 18, 2008, Microresearch 
shares were quoted on the OTC Bulletin Board under the symbol "MCEA.OB." 
On June 29,2009, Microresearch merged with Insight Management Corp. Insight 
Management securities are quoted on OTC Link under the symbol "IS 1M." 
25. Power Nanotech, Inc. ("Power Nanotech") was a Nevada corporation, 
with its principal office in Port Washington, New York. Corporate records reflect 
that Power Nanotech was dissolved on April 19, 2011. 
FACTS 
A. How the Fraudulent Scheme Worked 
26. Concealing his role from investors and the public at all times by 
acting through The Good One and Kaleidoscope, Geranio organized the Issuers, 
installed management, and introduced the Issuers to offshore boiler rooms he had 
recruited. The offshore boiler rooms used assumed business names and maintained 
slick websites and mail drops in those names. 
27. In fact, the boiler rooms were call centers staffed with telemarketers 
each run by one unregistered trader, typically an ex-patriate U.S., British or 
Australian residing in Spain, who had his or her own team and competed with 
other teams to sell the Regulation S shares 
of the Issuers. The boiler rooms used 
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f~lse and misleading, high-pressure sales tactics to sell the Issuers' Regulation S 
shares, and received most 
ofthe sales proceeds. 
28. The Issuers received 20% to 30% 
of the total proceeds ofthe boiler 
room sales. A substantial amount 
ofthe proceeds that did find its way back to the 
Issuers paid Geranio'shand-picked Issuer-CEOs and Field or was funneled to 
Geranio through the "consulting fees" the Issuers paid The Good One and 
Kaleidoscope. 
29. Geranio worked behind the scenes to keep the Issuers' publicly-traded 
shares trading at prices conducive to the boiler room sales. He did this by directing 
Field, personal friends, and others to open accounts and buy or sell publicly-traded 
shares in at least five 
ofthe Issuers as part ofmatched orders and manipulative 
trades that created the impression 
of active trading and market value that the 
Issuers' stock would not have otherwise had. 
30. The manipulative trades allowed 
the boiler rooms to sell Regulation S 
shares to overseas investors at higher prices as part 
of their fraudulent solicitation 
efforts. 
B. Geranio Found, Organized and Controlled the Issuers 
31. According to a common system he devised, Geranio, and others at his 
direction, created the Issuers, installed management, created consulting 
arrangements with the Issuers (through The Good One and Kaleidoscope), and 
instructed management about how to run the Issuers. 
In essence, Geranio served as 
an undisclosed founder and executive officer ofthe Issuers. 
32. During the relevant time period, Geranio located and acquired shell 
companies through a "prospecting" system that he developed. As part 
of this 
system, Geranio sent out letters to shell companies he identified from lead-lists. 
Geranio found the companies that became the Issuers through these prospecting 
efforts. 
33. Geranio then found and appointed management for the Issuers, which 
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typically consisted ofField as a director and/or officer and a CEO who performed 
administrative recordkeeping duties related to Regulation S sales and prospecting 
for acquisitions. In some cases, Geranio appointed friends or business associates 
as officers 
of the Issuers. For example, the former CEO ofBlu Vu was someone 
Geranio met "kite surfing" in Malibu. 
34. During the relevant time period, Geranio also hired the CEOs 
of 
Spectrum, Green Energy, Blu Vu, USOG, and Mundus; the presidents ofPower 
Nanotech and Wyncrest; and an interim president 
ofMicro research. 
35. During the relevant time period, the Issuers had few or no employees, 
little or no office space, and no sales or customers. With the exception 
of a few 
standalone, small businesses they purchased: Wyncrest had two or three 
employees, no office space, and no sales or customers; Mundus had three 
employees, rented 1,500 square feet 
of office space, and had no sales or customers; 
Green Energy had no employees, office space, customers, or products; Blu Vu had 
no employees, office space, products, or services; Microresearch and Spectrum had 
no employees or office space; and USOG had two employees, one 
of whom was 
the CEO 
of another Geranio-related company, Power Nanotech. 
C. Geranio Instructed Management About How to Run the Issuers 
36. During the relevant time period, Geranio instructed the Issuers' CEOs 
on almost every aspect 
of the businesses, particularly setting up and overseeing the 
Regulation S sales. 
37. When Geranio appointed a CEO for Spectrum, he told the CEO "you 
are an accountant ... do as I tell you ... you are a bookkeeper." Geranio further 
told the CEO that his lack 
of experience didn't matter because he was just 
"keeping track 
of stuff," including Regulation S funds, and updating Geranio. The 
former CEO related how Geranio explained it to him: 
"I mean [Geranio's] like, I'm doing this for -  this recipe or this 
way 
of doing, of starting companies, and doing it, and I can 
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raise the funds. We'll find you companies to buy and I just 
need someone to keep everything straight. 
He's like, I'm doing 
everything. I just need you to keep it straight. And 
he's like, 
I've done this in the past and we're doing it, and that's what 
we're doing." 
38. Geranio explained to the CEO 
ofUSOG that his responsibilities 
would consist 
of "running the company administratively." USOG's CEO 
explained, 
"Initially it was setting up the books for the company and being 
introduced to 
... the attorney who handled the document 
preparation 
and the escrow for the fund raising through 
Regulation 
S. So initially it was focused on, mostly on 
bookkeeping and the Regulation 
S. And then ... the 
acquisition side grew. 
It would be evaluating potential 
acquisitions." 
39. Emblematic 
of Geranio's control ofthe Issuers was his involvement 
with Mundus. The Mundus CEO exchanged emails with Geranio concerning 
Mundus' efforts to: file Form 
S-ls and Form lOs with the SEC, hire the 
company's auditor, provide technical assistance with the company's website, 
change Mundus' rating on the pink sheets, engage promoters, sell stock in a Rule 
504 offering, and list Mundus on the Frankfurt Stock Exchange. As the Mundus 
CEO described it, Geranio reminded him "what 
... things to do." Geranio also was 
involved with doing a reverse split for the company and preparing patents. 
40. The CEO and the General Counsel of one company (not one of the 
Issuers in this case) that Geranio had acquired through the Good One and 
organized according to the common methodology outlined above, decided that that 
company either had to disclose Geranio's relationship with the company or sever 
that relationship. As a result, Geranio stopped working with that company. 
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D. 	
Geranio Concealed his Role from Investors and the Public by 
Acting as a Consultant through The Good One and Kaleidoscope 
41. During the relevant time period, at Geranio' s direction, virtually all of 
the Issuers had consulting agreements with The Good One and/or Kaleidoscope. 
These agreements required the Issuers to pay The Good One or Kaleidoscope 
$20,000 each per month. 
42. Geranio sent the CEO 
ofUSOG a draft consulting agreement between 
Kaleidoscope and USOG, and negotiated the $20,000 that USOG paid 
Kaleidoscope each month pursuant to the agreement. 
43. Mundus' CEO believed that Mundus' $20,000 per month consulting 
fee paid Geranio. 
44. These agreements required the Good One and Kaleidoscope to 
perform the exact same services, and in fact, the agreements were virtually 
identical except for the difference in the names 
of the companies. 
45. Both The Good One and Kaleidoscope were, from inception, 
substantial shareholders in virtually all 
of the Issuers, with their combined share 
ownership exceeding 80% in certain cases. 
46. 	Geranio controlled The Good One and Kaleidoscope. 
47. During the relevant time period, Geranio' s girlfriend was the president 
ofKaleidoscope and his former wife was president of The Good One. 
48. Geranio directed the Issuers and the escrow agents to pay the $20,000 
per month "consulting fees" to bank accounts in the name 
of The Good One and 
Kaleidoscope. 
49. Geranio controlled these bank accounts, and, at his instruction, the 
Issuers and/or escrow agents sent approximately $2.135 million into those 
accounts. Geranio used the funds sent into these accounts to pay his personal 
expenses, including payments for his credit cards, home mortgage, automobile, and 
even his personal helicopter. 
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50. From time to time and without giving any reason, Geranio directed the 
Issuers' CEOs to send money to him through The Good One and Kaleidoscope. 
51. Geranio used The Good One and Kaleidoscope to conceal his role as 
an undisclosed promoter and control person 
ofthe Issuers. On September 18, 
2009, Geranio explained to Field, 
"I don't want any 
of these companies in my name. So we need 
to get them out 
of my name or I close them. So we need to 
transfer them to something or get fresh ones. I never want to 
raise money with me on them that's all." 
52. In another instance, at Geranio's request, Field gave instructions to 
remove a news article featured on a website that related to the flying car marketed 
by Mundus, because that news article mentioned Geranio' s name and Geranio " ... 
had received judgment in 2000" providing "that he was not going to be involved in 
the sale 
of securities." 
E. The Issuers' Business Plans and Websites Contained Materially. 
False 
and Misleading Information 
1. Field Created the Issuers' Marketing Materials 
53. During the relevant time period, Field served as an officer, director, 
and/or investor relations representative for each 
ofthe Issuers. More specifically, 
Field at times was the Chairman and a director 
of Green Energy, Power Nanotech, 
USOG, Mundus, Wyncrest, and Spectrum. On some occasions, Field was the only 
director at a particular Issuer. 
54. Field also served 
as an ad-hoc investor-relations representative for all 
the Issuers; 
he stated, "I was also asked by the presidents [of the Issuers] to help 
out in investor relations, because there were obviously problems. 
And I learned 
about those." 
55. Field admitted that, "When the presidents asked me for help, when 
there was a problem when investors were calling and they needed help, I was 
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) 

inside, so it was good save [sic] money. And I knew about the companies, since I 
helped write 
the business plans, and I could be ofservice." 
56. 
In these roles, Field drafted business plans, press releases, and the 
content for the Issuers' websites. Field also wrote the press releases for 
Blu Vu, 
Green Energy, USOG, Wyncrest and Mundus, and created brochures for all the 
Issuers. As Field 
himselfadmitted, "I write most everything" for the Issuers. 
2. The Issuers' Marketing Materials Contained Materially 
False 
and Misleading Statements 
57. The Issuers' business plans and websites, written by Field, contained 
materially false and misleading statements. These statements generally fell into 
several categories: use 
ofpresent tense for hypothetical planned activities; use of 
the word "divisions" for ideas that had no personnel or operations; plagiarized 
content; 
use ofthe word "customers" for entities that had little or no relationship to 
the companies; discussion of "plans" when no such plans were in place; and 
misleading or false statements about the experience and number 
ofmanagement. 
58. These statements created the false and misleading impression that the 
Issuers were established operating businesses when in fact they were mere start­
ups built around business plans that incorporated 
Field's Internet research and, in 
some cases, inventions that Geranio came up with and patented. 
59. 
The chart below describes specific false statements in the business 
plans: 
Spectrum 
"WAMCO has a team of expert metallurgists, 
process automation, and design engineers." 
(a) 
(b) Spectrum "In addition to proven technology, we provide 
integrated process design, equipment supply, 
related engineering, project management and start­
up training, as well as a customer focus after sale 
service." 
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(c) 
(d) 
(e) 
(f) 
(g) 
(h) 
(i) 
(k) 
(1) 
Green Energy 
Green Energy 
Microresearch 
USOG 
BIuVu 
BluVu 
. Wyncrest 
Wyncrest 
Wyncrest 
Wyncrest 
". . .   [we] are pursuing strategic collaborations with 
members 
ofacademia, industry and foundations to 
further accelerate the pace 
of [ our] research 
efforts." 
"Green Energy provides engineering assistance, 
assists customers 
in applying biometh fuel energy 
systems to their specific needs and provides 
" 
"USOG's current management team [is] ... 
supported by experienced, skilled, and dedicated 
at all ofUSOG's business units." 
"Blu 
Vu is an oil and gas technologies consortium 
with 'Small footprint' technologies including 
patented Rebreather systems, geological imaging, 
composite drilling components and new micro 
drilling technologies that will minimize the 
traditionally poisonous and toxic environmental 
effects the oil and " 
"BIu 
Vu is currently listed on the pink sheet 
" 
"Through Wyncrest's Offshore Service Division, 
the company provides offshore insurance 
companies, offshore bank and trust companies and 
command[s] the most up-to-date tools in the field 
of 
tax and tax " 
"Wyncrest Offshore Aviation Division 
.... insure [ s] 
helicopters, small aircraft, large aircraft, aircraft 
maintenance facilities, fixed-based operators, 
re airlines and schools." 
"Wyncrest Group's offshore Catastrophic Insurance 
Division provides their clients with insurance 
services which can include various types 
of 
Insurance f'n.~7PT<> 
" 
"Wyncrest Offshore Extended Warranty Division 
acts as a third party administrator, facilitating 
claims for all 
ofour Offshore Division programs .... 
Our Offshore Division Marketing Agent network is 
our most important asset and is always available to 
assist " 
60. The Issuers knew or were reckless in not knowing that these 
statements about their own basic operations and business were materially false or 
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misleading. 
61. Field drafted at least the statements listed in Paragraph 59(a) to (g) 
and 
(i) to 0), and he knew, or was reckless, or negligent, in not knowing that all of 
the statements in Paragraph 59 were materially false or misleading. 
62. The Issuers and Field provided information on the websites and in the 
business plans to the boiler room advisors, who then provided the information to 
investors. Indeed, Field specifically explained that he asked the boiler room 
advisors to have the investors rely on information contained in the companies' 
business plans, websites, and on the pink sheets. He added, 
"
... that's what we asked them -  everything about the company 
is  posted, All the officers, how many shares, what we're doing, 
the 132(C)11 [sic], the company profile. Everything that there 
is that we have to say to anybody. . 
.. " 
63. The Issuers' false statements were distributed widely and provided to 
investors. The Issuers, Geranio and Field sent, or instructed others to send, the 
Issuers' solicitation materials (including business plans, press releases, and 
brochures) to the boiler room advisors. The then-CEO 
of Spectrum understood 
that, "Nick [Geranio] was taking care 
of [providing the boiler room sales advisors 
with a business plan] and giving them whatever information they needed to 
educate themselves as well as the shareholders or the prospective shareholders." 
64. The false statement from the Green Energy business plan about 
"strategic collaborations with members 
of academia" also appeared in Green 
Energy's SB-2 offering and in its Annual Reports for 2007 and 2008. This 
business plan was also sent directly to at least one prospective investor in Australia 
who was solicited by a boiler room. Field included the same false statement in 
Power Nanotech's and Spectrum's offering documents and reports. 
65. Likewise, the Issuers and Field sent the Blu Vu business plan that 
included the false statement that Blu Vu was listed on the Pink Sheets and the 
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USOG business plan that exaggerated its "business units" to potential or actual 
U.K. investors. 
66. The Issuers and Field also sent the Wyncrest and Blu 
Vu business 
plans that included the false statements listed above to boiler room sales advisors. 
On occasion the boiler room representatives asked for updated business plans for 
each 
ofthe Issuers, and the Issuers and Field provided them~ 
F. Geranio Instructed Stock Promoters and Individuals to 
Manipulate the Issuers' Share Prices in the United States 
1. Geranio Directed U.S. Investors to Particular Brokers 
67. Geranio directed several U.s. individuals ("Traders") to open 
accounts' at particular brokerage firms, with brokers he knew. Then the Issuers 
issued shares to certain 
of the Traders. Four traders, subsequently involved in 
matched orders and manipulated trades, opened one or more brokerage accounts at 
Geranio's suggestion. 
68. Geranio helped one trader ("Trader A") open two brokerage accounts 
with "friendly brokers" who "knew the story" 
of one of the Issuers. Geranio also 
asked him to set up a corporation for the purpose 
of purchasing stock, and Geranio 
paid a lawyer for the costs 
oforganizing that corporation for Trader A. 
69. Geranio arranged for Trader A to receive millions of shares of 
Wyncrest and Mundus stock at a discount of 25% from the bid price. 
70. Trader A received some 
of the shares based on his assurances that he 
would pay for them later. When the stock market declined and he was unable to 
sell these shares, no one asked Trader A to return the shares. 
71. Geranio or an individual acting at Geranio' s direction asked another 
trader ("Trader B") to open up an account with a brokerage firm and then caused 
five million shares 
of Wyncrest stock to be deposited into this account. Trader B 
explained, "I believe, to the best 
of my recollection, that somebody from [the 
brokerage firm] or someone [else] 
... indicated that I had to have a million shares 
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"of stock in that account for the purpose of fulfilling the intent of this advertising 
campaign, which was to sell shares and raise capital for the company 
...". 
72. Geranio introduced another trader ("Trader C") to three brokers when 
Trader C asked him for a place to send his stock. Trader C also received shares. 
of 
a number ofthe Issuers by purchasing restricted shares owned by Kaleidoscope or 
The Good One. Trader C was a personal friend 
of Geranio and spoke to him 
approximately once a week. 
73. Geranio helped set up the brokerage account 
of another trader 
("Trader D"). Pursuant to a consulting agreement with Green Energy, Trader D 
answered telephone calls responding to prospecting letters that went out under her 
name. Trader D understood that Geranio was associated with Green Energy, and 
she spoke with him about ten times on the telephone during the relevant period. 
2. 
Geranio Orchestrated Matched Orders and Manipulative 
Trades to Raise the Issuers' Share Price 
74. Geranio instructed Traders A, B, C and D and others to engage in a 
total 
of at least five matched orders. In addition, Geranio made at least four 
additional manipulative trades through The Good One. 
75. "Matched orders" are orders for the purchase or sale 
of a security that 
are entered with the knowledge that orders 
of substantially the same size at 
essentially the same price have been or will be entered by the same or different 
persons for the sale or purchase 
ofthe same security. 
76. "Manipulative trades" are a series 
of transactions creating actual or 
apparent active trading in a security, or raising or depressing the price 
of a security, 
for the purpose 
of inducing the purchase or sale of the security by others. 
77. These manipulative and matched trades deceptively conveyed to the 
market the impression that legitimate transactions had established bona fide prices 
to facilitate the Regulation S sales to investors and raised the price at which the 
overseas boiler rooms were able to sell those shares. 
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78. As a practical matter, the Issuers' publicly traded share price affected 
the prices that the boiler rooms could charge overseas investors for the Regulation 
S shares. Frequently, the boiler rooms offered to sell the Regulation S shares at a 
price that was discounted from the publicly quoted price for unrestricted shares. 
79. For example, the CEO 
of Green Energy admitted that the Issuers' 
publicly-traded share price correlated directly to the Regulation S share price, by 
noting: 
"[t]he understanding that I had was [the Regulation 
S] price 
was a discounted price 
off the quoted exchange ... that, for the 
Regulation 
[S] investors, once there's a quoted price out there, 
they discount it from the exchange price .... 
It was a lot simpler 
when we weren't [publicly] trading because [the price] was 
statiC -  it went dynamic and got complicated." 
3. The Manipulation of Spectrum 
a. The Wyncrest CEO's February 14, 2008 purchase 
80. In early January 2008, Geranio identified Spectrum Acquisition 
Holdings Corporation, Inc. (then-ticker symbol "SAQH") as a potential public-
shell target 
for· Western American Mining ("W AM"). Ultimately, in March 2008, 
SAQH and W AM were reverse-merged to create Spectrum, with the ticker symbol 
"SPAH." 
81. Even before the reverse-merger was complete, Geranio instructed the 
CEO 
of Wyncrest to manipulate the then publicly-traded stock price for SAQH. 
On February 14,2008, the CEO ofWyncrest sent an email with the subject 
heading "share price assistance," to the then-CEO 
of Spectrum stating, among 
other things, that: 
"
... Nick [Geranio] told me to put 10,000 into the account for 
working on the share price 
of SAQH. We have already propped 
up the share price from 2 cents to 5 cents. To replace my own 
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funds we have all agreed to mark up the price that we are 
spending to cover the taxes that we will have to pay. 
If 
Wyncrest needs assistance we will do the same." 
82. On that same day (February 14), the CEO ofWyncrest purchased 
10,000 SAQH shares at $0.04 per share, spending about $400. Consistent with the 
email, the previous purchase 
of SAQH occurred at $0.02 per share, and the stock 
closed on February 14,2008 at $0.05 per share. 
h. 	Spectrum Manipulation from March 17, 2008 to 
July 14,2008 
83. On or around March 17, 2008, W AM completed its reverse merger 
with Spectrum and began trading under the new symbol SP AH. Geranio (through 
The Good One) and the CEOs 
of USOG and Mundus bought SP AH stock that day 
creating the appearance 
of active trading on its first trading day. 
84. On March 17,2008, The Good One purchased 1,000 Spectrum shares 
at $0.65 per share. That same day, the CEO 
of Mundus purchased 1,090 Spectrum 
shares at $0.75 per share. The following 
d(iy (March 18), the CEO ofUSOG 
purchased 100 Spectrum shares at $1.25 per share. At the time ofthese purchases, 
both The Good One and the CEO 
ofUSOG owned substantial founders Spectrum 
shares that they had acquired for less than a penny a share. 
85. After these purchases, Spectrum's stock traded thinly, with small 
amounts 
of stock changing hands at around $1.40 per share. 
86. The increase in Spectrum's publicly-traded stock price impacted the 
price-per-share at which the boiler rooms sold the company's Regulation S shares. 
Prior to W AM becoming a publicly-traded company, the overseas boiler rooms 
had sold W 
AM Regulation S shares for $0.50 per share, but by July 2008, they 
sold the Spectrum shares for approximately $1.12 per share, an increase 
of over 
27100%. 
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c. 	Spectrum Manipulation in August and September 
2008 
87. On August 14,2008, The Good One purchased 500 Spectrum shares 
at $2.00 per share, a nearly $0.55 per share increase from its prior Spectrum 
purchase. 
88. The following week, on August 21, 2008, a secretary associated with 
an overseas boiler room emailed the then-CEO 
of Spectrum, copying the boiler 
room's team leader, writing, "[t]he movement in share price should really help 
hope that we will do a lots more for you guys." 
89. On September 17,2008, The Good One purchased 500 Spectrum 
shares at $3.00 per share, a dollar per share increase from its prior Spectrum 
purchase. 
90. During this time frame, the overseas boiler rooms increased the share 
price at which they sold Spectrum's Regulation S shares from $1.12 per share to 
approximately $1.50 per share. 
d. 	
Spectrum Manipulation from November 19, 2008 to 
Decem
ber 9, 2008 
91. From September 17,2008 to November 
19, 2008, Spectrum's stock 
traded thinly, with very few shares changing hands. On the morning 
ofNovember 
19,2008, 
the then-interim-CEO ofMicro research, who also worked for Geranio at 
The Good One, purchased 1,000 Spectrum shares (500 shares at $1.05 per share 
and 500 shares at $2.00 per share). 
92. At 12:37 p.m. on November 19, 2008, a boiler-room team leader 
emailed the former CEO 
of Spectrum stating, "I have a bunch of trades coming in 
the next few days. Can we expect the price to go back up? Need to know!!" 
93. At 1 
:33 p.m., Trader B entered an order to purchase 500 Spectrum 
shares at $3.50 per share. Around the same time 
as Trader B's purchase order, the 
former CEO 
ofMicroresearch placed an order to sell 500 Spectrum shares at $3.50 
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per share. Trader B communicated with Geranio before he made his purchase. 
Later in the evening on November 19,2008, the former CEO 
of Spectrum replied 
to the boiler room team leader's email, stating, 
"I show that the price closed at 
$3.50." 
94. These orders matched, thereby setting Spectrum's share price at $3.50 
per share. 
95. The next day, demonstrating the artificial nature 
of Spectrum's stock 
price, Spectrum shares dropped by $2.00 to $1.50 per share. The very next 
morning (November 21, 2008), the former CEO 
ofMicroresearch bumped up 
Spectrum's stock price by purchasing 500 Spectrum shares at $2.50 per share. 
4. The Manipulation of United States Oil and Gas 
a. Manipulation Between April and September 2008 
96. In the summer of 2007, various overseas boiler rooms started selling 
Regulation S shares 
ofUSOG at $1.50 per share. At this time, USOG did not trade 
publicly. 
97. On March 
6, 2008, USOG announced that it had entered into a reverse 
merger and would soon be publicly-traded. Geranio instructed others 
to 
manipulate USOG in the same manner as he did with respect to Spectrum. 
98. On or about April 
17, 2008, USOG began trading publicly on the Pink 
Sheets. The next day,.AprilI7, Field purchased 166 shares 
ofUSOG at an 
astronomical $18.50per share. Field's trade set the closing price for USOG at 
$18.50 on its first day trading. At the time 
ofthis purchase, Field owned 2 million 
USOG founders shares, which he acquired for approximately $200, or $.0001 per 
share. 
99. Between April 29, 2008 and June 
2, 2008, USOG traded thinly, with 
little to no shares changing hands. On June 2, 2008, again demonstrating the 
artificial nature 
of the prior $18.50 closing price, USOG stock sold (in one 
transaction) for only $0;10 per share. 
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100. On July 11,2008, The Good One acted to increase USOG's stock 
price, 
by purchasing 150 USOG shares at $3.50 per share. 
101. 
On July 14, 2008, Trader C entered an order to sell 1,000 USOG 
shares at $3.50 per share. 
102. 
On July 21, 2008, 200 shares ofTrader C's sell order filled when 
Field entered a purchase order to buy 200 
USOG shares at $3.50 per share, the 
exact price at which Trader C wished to sell his shares. 
103. 
On July 28,2008, an additional 500 shares ofTrader C's sell order 
filled when Field entered a purchase order to buy 500 USOG shares, again at $3.50 
per share. 
104. 
On July 28,2008 and August 12,2008, the CEO ofMicro research 
acted to increase 
USOG's stock price, by purchasing 500 USOG shares at $3.40 
per share on each date. 
105. 
On September 16, 2008, The Good One entered an order to sell 100 
USOG shares at $3.70 per share. This order filled when Trader B, at 
approximately the same time, entered an order to purchase 100 USOG shares at 
$3.70 per share. 
106. During this time frame, the overseas boiler rooms increased the share 
price 
at which they sold USOG's Regulation S sharesfrom $1.50 per share to over 
$2.00 
per share. 
5. The Manipulation of Mundus 
107. Geranio also instructed Trader B to place manipulative trades in 
Mundus. On November 14, 2008, Trader B 
sent an email to Geranio stating, 
"Nick, None 
of my MNDP orders went through today. 1 put one in at .30 and .35, 
too. 
I'll start Monday at .25 and go upwards." 
108. Three days later, 
on November 17, 2008, Trader B sent another email 
to Geranio stating, 
"What should 1 do about Mundus today?" Later that day, 
Trader B  sent another email to Geranio stating, 
"'1 have orders in for MNDP ... 
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5000 at $.25 ... 5000 at $.30 ... 5000 at $.35 ... about to put in for 5000 at $.40. 
But
...orders are not clearing. What's up?" 
109. The next day, November 18,2008, TraderB purchased 999 shares 
of 
Mundus for $0.40 per share. 
110. The next day, November 19, 2008, Trader B purchased another 2,500 
shares 
ofMundus for $1.00 per share, which was $0.60, or 150%, higher than the 
share price he had paid just a day earlier. 
111. On November 19,2008, the CEO 
ofBlu Vu acted to increase 
Mundus' stock price, by purchasing 500 shares 
ofMundus for $1.20 per share. 
6. 
The Manipulation of Green Energy 
112. As he had with the other above-described securities, Geranio arranged 
for Green Energy, when it began trading publicly, to start trading at an artificially 
high stock price. 
113. On November 19,2008, the first day Green Energy began trading 
publicly, Trader A entered an order to purchase 100 shares 
of Green Energy for 
$2.90 per share. 
114. Trader A bought the stock after Geranio called him and said, "Can 
you do me a favor? Just buy 100 shares because nobody is trading in it." 
115. At approximately the same time, Trader D entered an order to sell 100 
shares 
of Green Energy for $2.90 per share. Trader D's sell order matched with 
Trader 
A's buy order, thereby setting Green Energy's stock price at $2.90. 
116. Trader 
D's sale was financed by Green Energy. In October 2008, 
Trader D was drawing an $800 per month salary for answering telephone calls for 
Green Energy. In October 2008, Trader D entered into an additional consulting 
agreement with Green Energy pursuant to which she received a wire 
of $6,500. 
After receiving the $6,500, Trader D then spent $6,000 in a private transaction 
purchasing the Green Energy shares that she then sold to Trader A for $2.90 per 
share. Geranio helped to arrange the private transaction through which Trader D 
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obtained the shares that she sold to Trader A. 
117. During this same time frame, the overseas boiler rooms selling Green 
Energy's Regulation S shares increased the price-per-share from $1.50 to $2.00 per 
share. 
7. 
The Manipulation of Microresearch 
118. In the fall of2008, Microresearch traded on only three days -  October 
7, October 17, and December 3 -with one transaction involving 100 shares 
accounting for all 
ofthe volume on each of these trading days. Each transaction 
moved the stock price up from $1.80 per share, to $1.90 per share, and then to 
$2.05 per share. Trader C made the October 7 purchase; the then-interim president 
ofMicroresearch made the October 17 purchase; and Trader C made the December 
3 purchase. These trades affected the Regulation S sales. From October through 
December, the prices the boiler rooms charged offshore investors to purchase 
Microresearch gradually increased from $0.50 to $1.20 per share. 
G. 
Geranio and Field Created and Controlled the Regulation S Sales 
Structure 
119. During the relevant time period, through The Good One and 
Kaleidoscope, Geranio and Field created and controlled the Issuers' common 
Regulation S sales structure, including: 1) creating (and serving as liaison with) 
holding company Worth Systems International, a Panamanian entity ("Worth"); 2) 
recruiting the boiler rooms and negotiating the terms 
of their agreements; 3) 
recruiting the escrow agents and negotiating the terms 
of their agreements; and 4) 
controlling the implementation (i.e., the day to day mechanics) 
of the Regulation S 
sales process. 
1. Geranio and Field Created Worth 
120. Each ofthe Issuers distributed large blocks of their Regulation S 
shares through Worth. 
121. Worth then transferred the shares to the boiler rooms, which sold the 
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shares to overseas investors at a price significantly above the price-per-share listed 
in the agreements with the Issuers. The investors then sent their funds to several 
U.S. escrow agents, who after retaining a 2.5% fee, paid most 
of the investor funds 
to the boiler rooms as their markup and then sent the remainder mainly to the 
Issuers. 
On some occasions, the escrow agents sent money directly to The Good 
One, Kaleidoscope and Field. 
122. Field and the then-CEO 
of Green Energy created Worth because two 
attorneys told them that they needed to set up an offshore corporation in order to sell 
shares 
ofRegulation S stock to foreigners. 
123. Field discussed the need to create Worth with Geranio, and Geranio 
contacted the Panamanian company that set up Worth. 
124. As an example 
of Worth's role, on July 31, 2008, Wyncrest entered 
into a consulting agreement with Worth in which Wyncrest agreed to transfer to 
Worth 30,000,000 restricted Rule 144 shares and to allow Worth to keep a 
commission 
of not more than one percent "from re-selling these securities to 
qualified non-US individuals." The next day, Wyncrest asked its transfer agent to 
issue the 30,000,000 shares to Worth and send the stock certificate to Field at his 
home in California. 
2. Geranio Recruited the Boiler Rooms and Negotiated the 
Terms ofTheir Agreements with the Issuers, Including Large 
~arkups 
125. Geranio recruited the boiler rooms to raise money for the companies. 
Prior to the creation 
of Green Energy, Geranio traveled to Spain to talk to overseas 
advisors to find investors or ways to raise capital without having to go through 
investment bankers. 
126. Geranio recruited, and negotiated the terms 
ofthe agreements with, at 
least two boiler room teams and with the persons who served as liaisons with three 
other boiler room teams. 
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127. The fonner CEOs of Green Energy 'and Spectrum asked Geranio 
about one boiler room's exorbitant 80% sales commissions and Geranio responded 
by claiming that the boiler room would not work for less and adding, "As we get 
bigger and more established, we'll get better deals 
.... Trust me, this is what -  this 
is good as you're going to get -  or we're going to get." 
128. Geranio explained to the CEO 
ofUSOG that the commission rate for 
these sales agents was so high (over 70%) because, "that was the best rate you 
could get on a start-up company." 
129. On at least one occasion, the liaison with three 
ofthe boiler room 
teams visited Geranio at his home in Hawaii. 
130. Geranio gave the Issuers' CEOs contact infonnation for the boiler 
room sales advisors. 
3. Geranio Recruited the Escrow Agents and Negotiated the 
Terms of Their Agreements 
131. The boiler rooms instructed Regulation S investors to wire their funds 
to one 
of several U.S.-based escrow agents. From October 2006 to August 2009, 
one escrow agent in the New York area received incoming wires that totaled over 
$23 million mostly from overseas investors. 
132. Geranio retained that escrow agent and negotiated the 2.5% 
commission that he received. 
133. Geranio also hired an attorney in Woodland Hills, California to 
provide escrow and other services. Another Los Angeles-based attorney also 
served as escrow agent for the Issuers during the relevant period. 
4. 
Geranio and Field Controlled the Mechanics of the 
Regulation S Process 
134. During the relevant time period, Geranio and Field oversaw the 
transfer 
ofthe Issuers' shares to Worth. Geranio directed the Issuers' CEOs to 
keep track 
of the transactions. 
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135. After a Regulation S sale, the boiler room agent who made the sale 
sent the CEO 
ofthe Issuer whose stock had been sold a trade sheet listing the name 
ofthe investor, the number of shares sold, and the total funds from the sale. At the 
same time, the investor sent his payment to one 
of the escrow agents. One key job 
of the Issuers' CEOs was to reconcile funds listed in the trade sheets with 
corresponding funds in the escrow accounts 
to ensure that they were consistent. 
136. Geranio closely coordinated with the Issuers' CEOs and escrow 
agents about this process. Geranio told Spectrum's CEOs that his 
job"... was to 
deal with funds coming in, and so [Geranio] was responsible for any relations with 
any brokers. And so [the CEO] viewed [Geranio] as ultimately the person in 
charge 
of any money coming in .... "  Every Friday, Spectrum's CEO updated 
Geranio about funds received from the sale 
ofRegulation S Spectrum stock for that 
week, using a spreadsheet that contained the share price and the shareholder's 
name. 
137. Geranio also told Spectrum's CEO to reconcile funds in the trade 
sheets with corresponding funds in the escrow accounts. 
138. The Regulation S funds for a particular sale were released from the 
escrow account after an investor had returned a completed subscription agreement. 
The escrow agents then sent between 60% and 77.5% 
of the funds from the sale to 
the boiler rooms as. their sales markup; collected 2.5% of the funds as their escrow 
fee, and sent the remainder 
ofthe funds to the Issuers whose securities had been 
sold. The Issuers then transferred much 
ofthis amount to Geranio's companies, 
The Good One and Kaleidoscope, as their consulting fees. The escrow agents also 
at times directly paid The Good One and Kaleidoscope, and both the escrow agents 
and Issuers from time to time made payments to Field. 
H. The Boiler Rooms Made Material False Statements and 
, 
Omissions to the Purchasers 
139. During the relevant time period, the boiler rooms deceived investors 
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by distributing business plans, prepared by Field, which contained materially false 
and misleading statements about the Issuers. The boiler rooms also deceived 
investors in four additional ways. 
140. First, the boiler rooms made explicit additional false statements to 
investors about the Issuers, such as claims that: 
• 	Mundus, Microresearch and W AM traded on the NASDAQ stock 
exchange when, in reality, none 
ofthose companies has ever traded 
on a listed exchange; 
• 	Blu Vu had discovered oil seventy miles 
off the coast of Miami; 
• 	the 
u.S. government provided research grants and the US Navy 
provided facilities for Mundus; 
• 	Green Energy was doing test runs with McDonalds restaurants to 
convert its refuse into petroleum; 
• 	W AM had projects in South Africa and Mongolia and had received 
two large investments by Barclays and an additional $26 million 
infusion; 
• 	Boeing had developed a 747 aircraft to run on fuel developed by 
Power Nanotech; and 
• 	the U.S., German, and Swiss governments were interested in 
Power Nanotech's technology. 
141. Second, in telephone conversations with the investors, the boiler 
rooms omitted to disclose the massive mark-ups that the boiler rooms would reap 
from the stock sales. Several investors declared that while they understood that the 
sales agents would collect a one percent commission or "administrative fee" on the 
Regulation S sales, they did not realize that the sales agents would also profit from 
60 -  77.5% markups they would collect. 
142. Third, in telephone conversations with investors, the boiler rooms 
failed to inform the investors up front that their shares were restricted shares, and 
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therefore subject to a one-year holding period pursuant to Regulation S. For 
example, one investor expected to receive Initial Public Offering shares and was 
surprised to see any restriction. 
143. 
In other cases, boiler room representatives told investors that they 
would not be affected by the Regulation S restriction. For example, a boiler room 
representative told one investor that 
ifhe bought a sufficient number of shares, he 
would qualify 
as an "institutional client" and would be able to sell his shares at any 
time. Another investor was offered discounted shares at $0.40 and told that after a 
"one-year lock-in" she could take profits at 
$3 per share in eighteen months or wait 
longer until the stock reached $5.00. 
144. Fourth, these representatives used aggressive techniques consistent 
with boiler room activity, such as: (i) threatening legal action 
if an investor did not 
agree to purchase shares that the representatives believed the investor had already 
agreed to purchase; (ii) promising immediate and substantial investment returns; 
(iii) aggressively telling investors that they needed to purchase the shares 
immediately or the opportunity would be lost; and (iv) using "advance fee" 
solicitations, that is, telling investors that 
if they purchased shares of one of the 
Geranio-related issuers, then (and only then), would the boiler room agree to sell 
their other shares. For example, a boiler room offered to sell one investor's 
nonperforming shares 
of a fund he had purchased in the past only if he first 
purchased $50,000 worth 
ofstock in Power Nanotech. 
145. Geranio also approved an unusual request from one 
ofthe boiler 
rooms to have an Issuer CEO confirm, falsely, that two boiler room sales agents 
worked as consultants for that Issuer. On October 28,2008, a boiler room sales 
agent told the then-CEO 
of Spectrum in an email that he had spoken to Geranio 
and a "few guys going into brokers (licensed) to see 
if we can get some interested 
in your company." The sales agent then gave the names 
ofthe two men and asked 
the former CEO to "please keep track 
of these names" so he could confirm the 
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names ifhe received any inquiries. About a month later, the sales agent sent the 
former CEO another email which read, "We-are-saying-[name omitted]-is-a­
consultant-for-your-company, I-checked-with-nic-on-that-as-well." Neither 
of 
these individuals actually worked for Spectrum. 
I. Geranio and Field Knew Through Investor Complaints that the 
Boiler Rooms Made Fraudulent Statements to Regulation S Investors 
146. During the relevant time period, Geranio and Field received many 
complaints from Regulation S investors and others, over a long period 
of time, that 
several boiler rooms, hired by Geranio, had made material misrepresentations to 
. investors, 
1. 
Geranio Received Complaints About the Boiler Room 
Advisors 
147. In general terms, the Issuers frequently p~ssed investor complaints on 
to Geranio. The former CEO 
of Spectrum, for example, received numerous 
investor complaints which he passed on to Geranio. He explained, 
"
... and so I would forward that [the complaints] toNick 
[Geranio] or to [name omitted] or whichever person, but always 
. to Nick also, and said, What does this relate to? Can you guys 
take care 
of it? And Nick would respond right away, yeah 
we're on it, we're taking care 
of it, and so I felt this was his 
area 
of expertise, and he was on top of it .... And he's like, 
don't worry about it, we've got it under control, you just keep 
track 
ofthe numbers ..." 
148. The former CEO 
of Green Energy told Geranio about a June 22,2007 
email from an investor complaining that a boiler room had made 
misrepresentations to him about Green Energy. 
149. In 2008, the Green Energy CEO also told Geranio about a shareholder 
who had been falsely told by a boiler room that Green Energy would be acquired 
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by a big oil company "like Gulf Oil or Chevron." 
150. In October 2008, the former CEO 
of Spectrum received an email from 
an investor complaining that he would contact the police 
if he did not get his 
money back after purchasing a "worthless stock in your company" from another 
boiler room. The former Spectrum 
CEO forwarded the investor's email to Geranio 
and wrote, "Please read the shareholder's email and advise." 
151. In January and February 2009, Field forwarded Geranio three investor 
complaints that boiler room agents falsely told investors that Blu Vu would be 
listed on an exchange (or "floated") in the near future. One investor offered to 
forward Field tape-recorded calls 
of assurances ofhuge returns that supposedly 
would be available after Blu Vu floated and its share price went up to $2.50 at 
least. 
152. On February 27, 2009, the CEO 
ofUSOG forwarded to Geranio and 
Field a letter from a lawyer for 
art elderly and incapacitated British man who was 
receiving frequent cold-calls to purchase USOG stock. The lawyer described the 
solicitations 
as fraudulent and said that his client's name appeared on "sucker lists" 
used by boiler rooms. 
153. On May 29,2009, Field sent an email to Geranio, attaching a blog 
page regarding a boiler room "hard selling Mundus." Field testified that the blog 
discussed how that boiler room was "calling people and slamming [sic] and telling 
them that this was going to be bought by Lockheed [Martin] ... " 
2. Field Received Complaints about Boiler Room Advisors 
154. On July 23, 2007, after Field told the Mundus CEO about complaints 
pertaining to a boiler room, Mundus sent a letter to the boiler room's team leader 
advising him 
of serious concerns about misrepresentations to investors and 
informing him he was no longer authorized to act as a distributor 
ofMundus' 
stock. 
155. That boiler room team leader continued to sell Regulation S securities 
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) 
for several ofthe Issuers (other than Mundus) and complaints about him continued. 
156. In 2007 and 2008, Field received complaints about two other boiler 
rooms. After the Mundus CEO received an October 11, 2007 email from the team 
leader 
of those boiler rooms stating "you don't want to know what we tell 
investors" and referring to investors 
as "punters" and "buggers," the Mundus CEO 
told Field that the team leader's sales practices concerned him. Specifically, the 
email stated that, 
"
... You have no idea what we tell investors to get them 
involved. (You don't want to know.) Taking their calls about 
anything to do with stock purchases/prices could potentially 
lead to problems. Mainly because you might have clay feet and 
we told them you were Gods. Anyway what the hell is the high 
and mighty CEO 
of a potential multinational corporation taking 
calls from punters?" 
157. That team leader and his boiler rooms however, continued to sell the 
Issuers' Regulation S shares. 
158. In a February 15,2009 email to the then-president 
ofBlu Vu, Field 
acknowledged his concerns about sales agents' practices when, in response to an 
investor inquiry asking whether a solicitation to purchase Blu Vu was a "scam," 
Field advised the CEO to send the investor a Blu Vu package, saying, "Regardless 
of what other twists the advisor has put on the sale ... we protect ourselves when we 
send out the package." 
159. On August 23,2009, Field received a complaint from an investor who 
stated that he had been "conned" into buying shares 
of Green Energy and Blu Vu 
by a boiler room, and had even contacted the City 
of London police regarding the 
misleading misrepresentations made to him. 
160. In early 2009, Field repeatedly responded to investor inquiries and 
complaints with similar stock answers which expressed his surprise that third 
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parties would use boiler room tactics to sell shares ofthe companies. On February 
26,2009, Field prepared responses to three U.K. investors or potential investors 
who wrote to him about cold-call solicitations 
ofBlu Vu stock. Field told the 
investors that he was sorry to hear that an unscrupulous outfit was "using our 
name," that he had heard stories about boiler rooms and hardcore sales, but would 
never expect it to be about an Issuer he was involved with. Field promised to 
investigate. 
161. Despite these several investor inquiries that he had already received, 
on May 18,2009, when Field received another complaint about sales 
ofBlu Vu in 
the U.K., he again answered with the same stock response, "We hear stories about 
boiler rooms and hardcore sales that revolve around lying and misrepresenting, but 
would never expect it to be involved with selling Blu Vu," and again he promised 
to investigate. 
J. Geranio, through The Good One and Kaleidoscope, and Field 
Drained a  Significant Portion of the Regulation S Revenue 
162. The Issuers used a substantial percentage ofthe investor funds they 
received from Regulation S sales to pay consulting fees to Geranio. According to 
the former CEO 
of Spectrum, 
"So anything that Nick got paid, this was the money that the 
company -  that was the company's share 
of the Regulation S 
stock sale. There was no extra money left over. The money out 
ofthe escrow went specifically to the sellers or the brokers and 
then Spectrum got their portion 
of it. And then that's what the 
money would 
go to pay Nick [Geraniol" 
163. During the relevant period, The Good One and Kaleidoscope received 
a total 
of approximately $2.135 million from the Regulation S sales, representing 
monies forwarded to them from the escrow agents and Issuers. 
164. During the relevant period, Field received a total 
of approximately 
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$279,000 from the Regulation S sales, representing monies forwarded to him by 
the escrow agents and Issuers. 
K. Investor 
Funds Used to Purchase Property, Owned by Relief 
Defendant 
BWRE Hawaii LLC 
165. In addition to·the consulting fees paid to The Good One and 
Kaleidoscope, Geranio assisted in diverting investor funds to help establish a 
property for a Hawaiian wedding planning company. 
166. 
On February 27,2008, the former CEO 
of Spectrum instructed the 
Issuers' escrow agent to wire $240,000 to a Hawaiian-based escrow company, 
"[t]or further credit to" Geranio. These funds were used for a $250,000 down 
payment for a $2.7 million Hawaiian property. According to the purchase 
agreement, Geranio served as 
the guarantor on the $20,000 monthly installment 
payments, although the purchaser was the shell entity BWRE Hawaii LLC. 
167. This property was not used, in any way, to further the business 
interests 
of Spectrum. Instead, it was leased to a Hawaiian wedding planning 
company controlled by the then-CEO 
ofBlu Vu. 
168. In June 2009, the wedding planning company merged into publicly-
traded Hawaiian Hospitality Group Incorporated ("HHGI"), 
ofwhich 
Kaleidoscope and The Good One have served as significant shareholders. The 
former President 
ofHHGI testified that Geranio set him up in his position and 
assisted in creating HHGI. 
169. The $240,000 that was wired to the Hawaiian escrow company came 
from monies that were to be sent to one 
of the boiler room team leaders as his 
markup for sales 
ofRegulation S stock of the Issuers. 
FIRST CLAIM FOR RELIEF 

Geranio, Field, The Good One and Kaleidoscope 

Violated Securities Act Section 17(a)(1) 
and (3) 

170. The Commission realleges Paragraphs 1 through 169 above. 
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171. Geranio, Field, The Good One and Kaleidoscope each violated 
Securities Act Section 17(a)(1) and (3) [15 U.S.C. § 
77q(a)(l) & (3)]. 
172. 
Between April 2007 and September 2009, these defendants, directly 
or indirectly, 
by use ofthe means or instruments of interstate commerce, or ofthe 
mails, 
or the facilities of a national securities exchange, in the offer or sale of 
securities, and with knowledge, recklessness or negligence: (a) employed devices, 
schemes 
or artifices to defraud; and/or (b) engaged in acts, practices or courses of 
business which operated or would operate as a fraud or deceit upon the purchaser 
ofthe securities being offered or sold. 
173. The defendants' fraudulent scheme included, among other things, the 
following fraudulent devices and acts: 
a. Geranio, through The Good 
One and Kaleidoscope, entered into 
consulting agreements with the Issuers that allowed Geranio to be paid 
while concealing his control over the Issuers from investors and the 
public; 
b. Geranio instructed stock promoters and other individuals to 
manipulate the Issuers' share prices in the United States by means 
of 
matched orders and manipulative trades; 
c. The Good One purchased shares of Spectrum stock at inflated prices 
in March through September 2008, purchased shares 
ofUSOG at an 
inflated price in June 2008, and sold shares 
ofUSOG as part ofa 
matched order with Trader B  in September 2008. 
d. On November 19, 2008, Geranio arranged for others to execute a 
matched order at $2.90 per share for Green Energy stock to create the 
artificial impression 
of active trading and value for Green energy stock 
on the first day it was quoted publicly, and 
e. Field purchased USOG stock at an inflated price on the first day 
USOG shares were quoted publicly in April 2008, and entered purchase 
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... ) 
orders in July 2008 to buy USOG stock at an inflated price as part of a 
matched order with Trader 
C. 
SECOND CLAIM FOR RELIEF 
Field Violated Securities Act Section 17(a)(2) 
174. The Commission realleges Paragraphs 1 through 173 above. 
175. Field violated Securities Act Section 17(a)(2) 
[15 U.S.C. § 77q(a)(2)]. 
176. Between April 2007 and September 2009, Field, directly or 
indirectly, by use 
ofthe means or instruments of interstate commerce, or ofthe 
mails, or the facilities 
of a national securities exchange, in the offer or sale of 
securities, and with knowledge, recklessness or negligence, obtained money or 
property by means 
of untrue statements of material fact or by omitting to state 
material facts necessary to make the statements made, in light 
ofthe circumstances 
under which they were made, 
n?t misleading. 
177. Field disseminated untrue statements 
ofmaterial fact and material 
omissions concerning, among other things, statements describing numerous 
Issuers' current services, products, customers, strategic collaborations and/or 
employees with particular expertise, when such services, products, customers, 
strategic collaborations and/or employees did not exist but were merely planned or 
hoped for in the future. 
THIRD CLAIM FOR RELIEF 
Geranio, Field, The Good One and Kaleidoscope Violated Exchange Act 
Section 10(b) 
and Rule 10b-5(a) and (c) 
178. The Commission realleges paragraphs 1 through 177 above. 
179. Geranio, Field, The Good One and Kaleidoscope each violated 
Exchange Act Section 10(b) and Exchange Act Rule 10b-5(a) and (c) 
[15 U.S.C. § 
78j(b); 17 C.F.R. § 240. 1 Ob-5(a) and (c)]. 
180. Between April 2007 and September 2009, these defendants, directly 
or indirectly, by use 
of the means or instruments of interstate commerce, or of the 
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mails, or the facilities of a national securities exchange, in connection with the 
purchase or sale 
of securities, and with knowledge or recklessness: (a) employed 
devices, schemes or artifices to defraud; 
.... and/or (c) engaged in acts, practices, 
or courses 
of business which operated or would operate as a fraud and deceit upon 
any person. 
181. The defendants' fraudulent scheme included, among other things, the 
following fraudulent devices and fraudulent acts: 
a. Geranio, through The Good One and Kaleidoscope, entered into 
. 	consulting agreements with the Issuers that allowed Geranio to be paid 
while concealing his control over the Issuers from investors and the 
public; 
b. Geranio instructed stock promoters and other individuals to 
manipulate the Issuers' share prices in the United States by means 
of 
matched orders and manipulative trades; 
c. The Good One purchased shares of Spectrum stock at artificially 
high prices in March through September 2008, purchased shares 
of 
USOG at an inflated price in June 2008, and sold shares ofUSOG as 
part 
of a matched order with Trader B in September 2008; 
d. Field purchased USOG stock at an inflated price at or around its first 
trading day in April 2008, and entered purchase orders in July 2008 to 
buy USOG stock at an inflated price as part 
of a matched order with 
Trader 
C; and 
e. On November 19, 2008, Geranio arranged for others to execute a 
matched order at $2.90 per share for Green Energy stock to create the 
artificial impression 
of active trading and value for Green Energy stock 
on the first day it was quoted publicly. 
II 

II 

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FOURTH CLAIM FOR RELIEF 

Field Aided and Abetted the Issuers' Violations 

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

182. The Commission realleges paragraphs 1 through 
181 above. 
183. Each 
ofthe Issuers violated Exchange Act Section 1 O(b) and 
Exchange Act Rule 10b-5(b) 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(b)]. 
184. Between April 2007 and September 2009, each 
ofthe Issuers, directly 
or indirectly, by use 
of the means or instrumentalities of interstate commerce, or of 
the mails, or the facilities of a national securities exchange, in connection with the 
purchase or sale 
of securities, and with knowledge or recklessness, made untrue 
statements 
of material fact or omitted to state material facts necessary in order to 
make the statements made, in light 
ofthe circumstances under which they were 
made, not misleading. These statements described Issuers' current services, 
products, customers, strategic collaborations and/or employees with particular 
expertise, when such services, products, customers, strategic collaborations and/or 
employees did not exist but were merely planned or hoped for in the future. 
185. By his conduct described herein, Field provided knowing and 
substantial assistance to each 
of the Issuers in their unlawful conduct alleged in 
paragraphs 1 through 184 above. This included drafting the Issuers' business plans 
containing the above statements and forwarding the business plans to overseas 
boiler rooms for dissemination to investors. 
186. Field aided and abetted each 
of the Issuers' violations of Section 10(b) 
ofthe Exchange Act and Rule 10b-5(b) thereunder. 
FIFTH CLAIM FOR RELIEF 
Geranio, as Control Person of the The Good One and Kaleidoscope 
Under Exchange Act Section 20(a), is Jointly and Severally Liable for Their 
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) 
187. The Commission realleges paragraphs 1 through 186 above. 
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) 
188. The Good One and Kaleidoscope violated Exchange Act Section 
lOeb) and Exchange Act Rule 10b-5(a) and (c) [15 U.S.C. §78j(b); 17 C.F.R. § 
240.10b-5(a) and (c)]. 
189. By his conduct described herein, Geranio is a control person 
ofthe 
The Good One and Kaleidoscope under Exchange Act Section 20(a). Geranio 
directed the Issuers' CEOs to send money and consulting agreements to The Good 
One and Kaleidoscope. The Good One and Kaleidoscope paid for Geranio' s 
personal expenses, including his credit card bills and even his personal helicopter. 
Geranio's girlfriend was the president 
of Kaleidoscope. 
190. 
By reason of the foregoing, Geranio is jointly and severally liable as a 
control person for violations 
of The Good One and Kaleidoscope of Exchange Act 
Section 10(b) and Rule 10b-5(a) and (c) thereunder. 
PRAYER FOR RELIEF 
WHEREFORE, the Commission respectfully requests that the Court: 
L 
Enter judgment in favor of the Commission finding that Geranio, Field, The 
Good One and Kaleidoscope each violated the federal securities laws as alleged in 
this Complaint; 
IL 
Permanently enjoin Geranio, Field, The Good One and Kaleidoscope from 
violating Section 17(a)(1) and (3) 
ofthe Securities Act and Section 10(b) of the 
Exchange Act and Rule 10b-5(a) and (c) promulgated thereunder; 
III. 
Permanently enjoin Field from violating Section l7(a)(2) of the Securities 
Act and from aiding and abetting the Issuers' violations 
of Section 1 O(b) of the 
Exchange Act and Rule 1 Ob-5(b) thereunder; 
II 
II 
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IV. 
Permanently enjoin Geranio, as control person of The Good One and 
Kaleidoscope, from violating Section 10(b) 
ofthe Exchange Act and Rule 10b-5(a) 
and (c) thereunder; 
V. 
Order Geranio, Field, The Good One and Kaleidoscope, jointly and 
severally, to disgorge all ill-gotten gains resulting from their participation in the 
conduct described above, and to pay prejudgment interest thereon; 
n 
Order Geranio, Field, The Good One and Kaleidoscope to pay civil penalties 
pursuant to Section 20(d) 
ofthe Securities Act and Section 21(d)(3) of the 
Exchange Act 
[15 U.S.C. §§ 77t(d), 78u(d)(3)]; 
VII. 
Permanently bar Geranio and Field from serving as an officer or director of 
an issuer that has a class of securities registered pursuant to Section 12 of the 
Exchange Act, 
as amended [15 U.S.C. § 781] or that is  required to file reports 
pursuant to Section 15(d) 
ofthe Exchange Act [15 U.S.C. § 780(d)], pursuant to 
Section 20(e) 
ofthe Securities Act and Section 21 (d)(2) of the Exchange Act [15 
U.S.C. §§ 77t(e) and 78u(d)(2)]; 
VIII. 
Permanently bar Geranio, Field, The Good One and Kaleidoscope from 
participating in any offering 
of penny stock pursuant to Section 20(g) of the 
Securities Act and Section 
21 (d)(6) of the Exchange Act [15 U.S.C. §§ 77t(g) and 
78u(d)(6)]; 
IX . 
. Order relief defendant BWRE Holdings, LLC to disgorge all funds it 
received from defendants' ill-gotten gains or by which it has been unjustly 
enriched, including all investor funds transferred to it or used for its benefit, 
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including prejudgment interest thereon. 
x. 
Grant such equitable 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)]. 
DEMAND FOR 
JURy TRIAL 
The Commission hereby demands a trial by jury pursuant to Rule 38(b) 
of the 
Federal Rules 
of Civil Procedure. 
DATED: May 
16,2012 
O/Counsel: 
Stephen L. Cohen 
Ricky Sachar 
C. Joshua Felker 
Securities and Exchange Commission 
100 F Street, 
NE . 
Washington, D.C. 20549 
Respectfully submitted, 
r1~.
/dt;irn VAN HAVERMAAT 
Cal. Bar No. 175761 
Local Counsel 
vanhavermaatdla2sec.gov
Securities and EXchange Commission 
5670 Wilshire Boulevard, 
11 th Floor 
Los Angeles, California 90036-3648 
Telephone: (323) 965-3998 
FacsImile: (323) 965-3908 
RICHARD 
E. SIMPSON 
simpsonrla2sec. gpv 
CAROLYN E. KURR 
[email protected]
Secunties and Exchange Commission 
100 F Street, 
NE 
Washington, D.C. 20549 
Telephone: (202) 551-4495 
FacsImile: (202) 772-9246 
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RICHARD E. SIMPSON 
E-mail: [email protected] 
CAROLYNE. KDRR 
E-mail: [email protected] 
Securities andtxcliange Commission 
100 F Street, NE 
Washington, D.C. 20549 
Telephone: (202) 551-4495 
FacsImile: (202) 772-9246 

Local Counsel 
DAVIDJ. VANHAVERMAAT, Cal. BarNo. 175761 
E-mail: [email protected] 
John W. Berry, Regionalrrial Counsel 
Securities and Exchange Commission 
5670 Wilshire Boulevard, 11th Floor 
Los Angeles, California 90036-3648 
Telephone: (323) 965-3998 
FacsImile: (323) 965-3908 
Attorneys for Plaintiff 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

NICHOLAS LOUIS GERANIO, 
KEITH MICHAEL FIELD, 
THE GOOD ONE, INC., and 
KALEIDOSCOPE REAL ESTATE, INC., 

Defendants, and 

BWREHAWAII,LLC 

Relief Defendant. 

Case No. 

COMPLAINT FOR INJUNCTIVE 
RELIEF, DISGORGEMENT, 
PENALTIES AND OTHER RELIEF, 
FOR VIOLATIONS OF THE 
FEDERAL SECURITIES LAWS AND 
DEMAND FOR JURY TRIAL 



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Plaintiff Securities and Exchange Commission ("Commission") alleges as 

follows against the defendants named above: 

SUMMARY 

1. The Commission brings this securities fraud action seeking relief from 

Defendants' critical role in a $35 million scheme to manipulate the market and to 

profit from the issuance and sale of stock through offshore boiler rooms. 

2. From approximately April 2007 to September 2009 ("the relevant 

time period"), the scheme worked as follows: Nicholas Louis Geranio ("Geranio") 

organized eight U.S. companies (the "Issuers"); installed management, including 

his longtime business partner Keith M. Field ("Field"); and entered into consulting 

agreements with the Issuers through his alter-ego companies The Good One, Inc. 

and Kaleidoscope Real Estate, Inc. ("Kaleidoscope"). Through The Good One's 

and Kaleidoscope's consulting agreements, Geranio set up a common system to 

raise money through the Issuers' sale ofRegulation S shares to offshore investors 

by boiler rooms that Geranio recruited. Regulation S stock is stock that is exempt 

from registration with the Commission because it is offered solely to investors who 

are located outside the United States. 

3. Field, an officer, director and/or investor-relations representative of 

each of the Issuers, drafted materially misleading business plans, marketing 

materials, and website material for the Issuers. The offshore boiler rooms provided 

these materials to investors as part of their fraudulent solicitation efforts. 

4. Geranio directed traders, including Field, to engage in matched orders 

and manipulative trades to establish artificially high prices for at least five of the 

24 . Issuers' stock and to deceptively convey to the market the impression that 

25 legitimate transactions had created bona fide prices for the stock. 

26 5. This manipulation was critical to the scheme. In particular, the boiler 

27 rooms, as part of their fraudulent solicitation efforts, informed the investors that 

28 they were offering them Regulation S shares at a discount to the then publicly­

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traded stock price. Thus, the manipulation of the publicly-traded stock price 

allowed the boiler rooms to sell the Regulation S shares at a higher price to the 

overseas investors. 

6. The boiler rooms, teams ofunregistered telemarketers operating 

mostly from Spain, used high-pressure sales tactics and material false statements 

and omissions to induce the investors (many of them elderly and located in the 

United Kingdom) to buy the Issuers' Regulation S stock. Based on a structure 

created by Geranio, the boiler rooms directed the investors to send their money to 

escrow agents in the U.S. 

7. Under Geranio's oversight, the escrow agents paid 60% to 75% of the 

approximately $35 million in proceeds to the boiler roo'ms as their sales markups, 

kept 2.5% as their fee, 'and paid the remaining proceeds to the Issuers. The Issuers' 

(or in some cases the escrow agents) then funneled approximately $2.135 million of 

the proceeds of the Regulation S sales to Geranio, through The Good One and 

Kaleidoscope. The Issuers and the escrow agents paid Field approximately 

$279,000. 

8. By committing the acts described in this Complaint, Geranio, Field, 

The Good One and Kaleidoscope directly or indirectly engaged in and, unless 

restrained and ~njoined by the Court, will continue to engage in, transactions, acts, 

practices and courses of business that violate Section 17(a)(I) and (3) of the 

Securities Act of 1933 (the "Securities Act") [15 U.S.C. § 77q(a)(1) & (3)] and 

Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") [15 

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

Field also directly or indirectly engaged in acts, practices or courses ofbusiness 

that violate Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)], and aided and 

abetted the Issuers' violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]. Geranio also is liable as a control 

person of The Good One and Kaleidoscope under Exchange Act Section 20( a) [15 

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U.S.C. §78u(a)]. 

9. The Commission seeks a judgment from the Court: (a) enjoining the 

defendants from engaging in or aiding and abetting future violations of the federal 

securities laws named above; (b) ordering them to disgorge, with prejudgment 

interest, all ill-gotten gains obtained as a result of the securities violations 

described in this Complaint; (c) requiring them to pay civil money penalties 

pursuant to Securities Act Section 20( d) and Exchange Act Section 21 ( d)(3) [15 

U.S.C. §§ 77t(d), 78u(d)(3)]; (d) barring them from participating in any offering of 

penny stock pursuant to Securities Act Section 20(g) and Exchange Act Section 

21(d)(6) [15 U.S.C. §§ 77t(g), 78u(d)(6)]; (e) barring Geranio and Field from 

serving as an officer or director of an issuer that has a class of securities registered 

pursuant to Section 12 of the Exchange Act, as amended [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. 

§ 780(d)], pursuant to Securities Act Section 20(e) and Exchange Act Section 

21(d)(2) [15 U.S.C. §§ 77t(e), 78u(d)(2)]; and (f) requiring the relief defendant to 

disgorge all funds it received from Defendants' ill-gotten gains or by which it has 

been unjustly enriched, including all investor funds transferred to it or used for its 

benefit, including prejudgment interest thereon. 

JURISDICTION AND VENUE 

10. The Court has jurisdiction over this action pursuant to Securities Act 

Section 20(b) and (c) and Exchange Act Sections 21(d) and (e) and 27 [15 U.S.C. 

§§ 77t(b) & (c), 78u(d) & (e), 78aa]. The defendants made use of the means or 

instruments of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with their acts, transactions, practices and 

courses of business alleged in this Complaint. 

11. Venue lies in the United States District Court for the Central District 

of Cali fomi a pursuant to Securities Act Section 22(a) and Exchange Act Section 

27 [15 U.S.C. §§ 77v(a) and 78aa] in that certain of the acts, practices and courses 

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ofbusiness constituting the violations described in this Complaint occurred in this 

District and one or more of the defendants reside inthis District. 

THE PARTIES 

12. The plaintiff is the Securities and Exchange Commission, which 

brings this action pursuant to the authority conferred on it by Securities Act 

Section 20(b) and (c) and Exchange Act Section 21(d) and (e) [15 U.S.C. §§ 77t(b) 

& (c), 78u(d) & (e)]. 

13. Defendant Nicholas Louis Geranio, also known as Nick Louis, is a 

resident ofHaleiwa, Hawaii. During the relevant time period, he controlled The 

Good One and Kaleidoscope. On July 14, 2000, Geranio settled an emergency 

enforcement action that the Commission filed against him on April 30, 1999, 

consenting to an injunction against future violations of the antifraud provisions for 

his role in an alleged offering fraud involving California Laser Company. SEC v. 

Nicholas L. Geranio and California Laser Company, Civil Action No. 99-4702 

WJR (AIl) (C.D. Cal. Jul. 7, 1999), SEC Lit. ReI. No. 16628 (Jui. 14,2000). On at 

least one occasion during the relevant period, Geranio used an address at a UPS 

Store in Calabasas, California to procure services for Green Energy Live. 

14. Defendant Keith Michael Field is a resident of Sherman Oaks, 

California who works out of his home. During the relevant time period and since 

2006, he was Chain,nan of Mundus Group, Inc. Since 2007, he was the Chairman 

of Spectrum Acquisition Holdings, Inc. From 2007 to 2009, he was the Chairman 

of United States Oil and Gas, Inc. and Green Energy Live, Inc. From 2003 to 

2006, he was a director of Wyncrest, Inc. He also served as a director of Power 

Nanotech. Previously, Field had served as Director of Sales and Marketing for 

California Laser Company. 

15. Defendant The Good One, Inc., a Nevada corporation, is a financial 

consulting company that purports to provide general financial and business advice. 

Geranio's former wife is The Good One's Director, Secretary and Treasurer. 

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During the relevant period, The Good One used as its business address a UPS Store 

in Las Vegas, Nevada and also on a few occasions an address at a UPS store in 

Calabasas, California. 

16. 'Defendant Kaleidoscope Real Estate, Inc., a Nevada corporation, is a 

financial consulting company that purports to provide general financial and 

business advice. Geranio's girlfriend is the President, Secretary, Director and 

Treasurer ofKaleidoscope. 

17. Relief defendant BWRE Holdings, LLC is a domestic limited liability 

company based in Hawaii. 

RELATED ENTITIES (THE "ISSUERS") 

18. Green Energy Live, Inc. ("Green Energy") is a Nevada corporation, 

with its principal office located in Wyoming, Michigan. On November 19,2008, 

Green Energy began trading publicly on the OTC Bulletin Board under the symbol 

"GELV.OB." 

19. Spectrum Acquisition Holdings, Inc. ("Spectrum") is a Nevada 

corporation, with its principal office located in Austin, Texas. In March 2008, 

Western American Mining became the majority owner of Spectrum, and on March 

17, 2008, Spectrum began trading on the OTC Bulletin Board under the symbol 

"SPAR.OB." 

20. United States Oil & Gas Corp. ("USOG") is a Delaware corporation, 

with its principal office located in Austin, Texas. On April 17,2008, USOG shares 

began trading on the OTC Bulletin Board under the symbol "USOG.OB." On June 

7, 2011, the Commission suspended trading in USOG stock because of questions 

regarding the adequacy and accuracy of publicly available information about the 

company. 

21. Mundus Group, Inc. ("Mundus") is a Nevada corporation, with its 

principal office located in Chatsworth, California. Mundus shares are quoted on 

OTC Link under the symbol "MNDP." 

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22. Blu Vu Deep Oil & Gas Exploration, Inc. ("Blu Vu") was a Nevada 

corporation with its principal office in Seattle, Washington. On May 26, 2010, 

Deltron, Inc., a Nevada corporation, with its principal office located in Garden 

Grove, California, acquired all the assets ofBlu Vu. Deltron shares are quoted on 

OTC Link under the symbol "DTRO." 

23. Wyncrest Group, Inc. ("Wyncrest") is a Nevada corporation, with its 

principal office in Palos Park, Illinois. Wyncrest shares were quoted on OTC 

Bulletin Board under the symbol "WYCT.OB" until January 29, 2009 when the 

trading symbol changed to "WNCG.OB" 

24. Microresearch Corp. ("Microresearch") was a Nevada corporation 

with a principal office in Orcutt, CA. Beginning on April 18, 2008, Microresearch 

shares were quoted on the OTC Bulletin Board under the symbol "MCEA.OB." 

On June 29,2009, Microresearch merged with Insight Management Corp. Insight 

Management securities are quoted on OTC Link under the symbol "IS 1M." 

25. Power Nanotech, Inc. ("Power Nanotech") was a Nevada corporation, 

with its principal office in Port Washington, New York. Corporate records reflect 

that Power Nanotech was dissolved on April 19, 2011. 

FACTS 

A. How the Fraudulent Scheme Worked 

26. Concealing his role from investors and the public at all times by 

acting through The Good One and Kaleidoscope, Geranio organized the Issuers, 

installed management, and introduced the Issuers to offshore boiler rooms he had 

recruited. The offshore boiler rooms used assumed business names and maintained 

slick websites and mail drops in those names. 

27. In fact, the boiler rooms were call centers staffed with telemarketers 

each run by one unregistered trader, typically an ex-patriate U.S., British or 

Australian residing in Spain, who had his or her own team and competed with 

other teams to sell the Regulation S shares of the Issuers. The boiler rooms used 

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f~lse and misleading, high-pressure sales tactics to sell the Issuers' Regulation S 

shares, and received most of the sales proceeds. 

28. The Issuers received 20% to 30% of the total proceeds of the boiler 

room sales. A substantial amount ofthe proceeds that did find its way back to the 

Issuers paid Geranio'shand-picked Issuer-CEOs and Field or was funneled to 

Geranio through the "consulting fees" the Issuers paid The Good One and 

Kaleidoscope. 

29. Geranio worked behind the scenes to keep the Issuers' publicly-traded 

shares trading at prices conducive to the boiler room sales. He did this by directing 

Field, personal friends, and others to open accounts and buy or sell publicly-traded 

shares in at least five of the Issuers as part ofmatched orders and manipulative 

trades that created the impression of active trading and market value that the 

Issuers' stock would not have otherwise had. 

30. The manipulative trades allowed the boiler rooms to sell Regulation S 

shares to overseas investors at higher prices as part of their fraudulent solicitation 

efforts. 

B. Geranio Found, Organized and Controlled the Issuers 

31. According to a common system he devised, Geranio, and others at his 

direction, created the Issuers, installed management, created consulting 

arrangements with the Issuers (through The Good One and Kaleidoscope), and 

instructed management about how to run the Issuers. In essence, Geranio served as 

an undisclosed founder and executive officer of the Issuers. 

32. During the relevant time period, Geranio located and acquired shell 

companies through a "prospecting" system that he developed. As part of this 

system, Geranio sent out letters to shell companies he identified from lead-lists. 

Geranio found the companies that became the Issuers through these prospecting 

efforts. 

33. Geranio then found and appointed management for the Issuers, which 

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typically consisted ofField as a director and/or officer and a CEO who performed 

administrative recordkeeping duties related to Regulation S sales and prospecting 

for acquisitions. In some cases, Geranio appointed friends or business associates 

as officers of the Issuers. For example, the former CEO ofBlu Vu was someone 

Geranio met "kite surfing" in Malibu. 

34. During the relevant time period, Geranio also hired the CEOs of 

Spectrum, Green Energy, Blu Vu, USOG, and Mundus; the presidents ofPower 

Nanotech and Wyncrest; and an interim president ofMicro research. 

35. During the relevant time period, the Issuers had few or no employees, 

little or no office space, and no sales or customers. With the exception of a few 

standalone, small businesses they purchased: Wyncrest had two or three 

employees, no office space, and no sales or customers; Mundus had three 

employees, rented 1,500 square feet of office space, and had no sales or customers; 

Green Energy had no employees, office space, customers, or products; Blu Vu had 

no employees, office space, products, or services; Microresearch and Spectrum had 

no employees or office space; and USOG had two employees, one of whom was 

the CEO of another Geranio-related company, Power Nanotech. 

C. Geranio Instructed Management About How to Run the Issuers 

36. During the relevant time period, Geranio instructed the Issuers' CEOs 

on almost every aspect of the businesses, particularly setting up and overseeing the 

Regulation S sales. 

37. When Geranio appointed a CEO for Spectrum, he told the CEO "you 

are an accountant ... do as I tell you ... you are a bookkeeper." Geranio further 

told the CEO that his lack of experience didn't matter because he was just 

"keeping track of stuff," including Regulation S funds, and updating Geranio. The 

former CEO related how Geranio explained it to him: 

"I mean [Geranio's] like, I'm doing this for - this recipe or this 

way of doing, of starting companies, and doing it, and I can 

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raise the funds. We'll find you companies to buy and I just 

need someone to keep everything straight. He's like, I'm doing 

everything. I just need you to keep it straight. And he's like, 

I've done this in the past and we're doing it, and that's what 

we're doing." 

38. Geranio explained to the CEO ofUSOG that his responsibilities 

would consist of "running the company administratively." USOG's CEO 

explained, 

"Initially it was setting up the books for the company and being 

introduced to ... the attorney who handled the document 

preparation and the escrow for the fund raising through 

Regulation S. So initially it was focused on, mostly on 

bookkeeping and the Regulation S. And then ... the 

acquisition side grew. It would be evaluating potential 

acquisitions." 

39. Emblematic of Geranio's control of the Issuers was his involvement 

with Mundus. The Mundus CEO exchanged emails with Geranio concerning 

Mundus' efforts to: file Form S-ls and Form lOs with the SEC, hire the 

company's auditor, provide technical assistance with the company's website, 

change Mundus' rating on the pink sheets, engage promoters, sell stock in a Rule 

504 offering, and list Mundus on the Frankfurt Stock Exchange. As the Mundus 

CEO described it, Geranio reminded him "what ... things to do." Geranio also was 

involved with doing a reverse split for the company and preparing patents. 

40. The CEO and the General Counsel of one company (not one of the 

Issuers in this case) that Geranio had acquired through the Good One and 

organized according to the common methodology outlined above, decided that that 

company either had to disclose Geranio's relationship with the company or sever 

that relationship. As a result, Geranio stopped working with that company. 

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D. 	 Geranio Concealed his Role from Investors and the Public by 

Acting as a Consultant through The Good One and Kaleidoscope 

41. During the relevant time period, at Geranio' s direction, virtually all of 

the Issuers had consulting agreements with The Good One and/or Kaleidoscope. 

These agreements required the Issuers to pay The Good One or Kaleidoscope 

$20,000 each per month. 

42. Geranio sent the CEO ofUSOG a draft consulting agreement between 

Kaleidoscope and USOG, and negotiated the $20,000 that USOG paid 

Kaleidoscope each month pursuant to the agreement. 

43. Mundus' CEO believed that Mundus' $20,000 per month consulting 

fee paid Geranio. 

44. These agreements required the Good One and Kaleidoscope to 

perform the exact same services, and in fact, the agreements were virtually 

identical except for the difference in the names of the companies. 

45. Both The Good One and Kaleidoscope were, from inception, 

substantial shareholders in virtually all of the Issuers, with their combined share 

ownership exceeding 80% in certain cases. 

46. 	 Geranio controlled The Good One and Kaleidoscope. 

47. During the relevant time period, Geranio' s girlfriend was the president 

ofKaleidoscope and his former wife was president of The Good One. 

48. Geranio directed the Issuers and the escrow agents to pay the $20,000 

per month "consulting fees" to bank accounts in the name of The Good One and 

Kaleidoscope. 

49. Geranio controlled these bank accounts, and, at his instruction, the 

Issuers and/or escrow agents sent approximately $2.135 million into those 

accounts. Geranio used the funds sent into these accounts to pay his personal 

expenses, including payments for his credit cards, home mortgage, automobile, and 

even his personal helicopter. 

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50. From time to time and without giving any reason, Geranio directed the 

Issuers' CEOs to send money to him through The Good One and Kaleidoscope. 

51. Geranio used The Good One and Kaleidoscope to conceal his role as 

an undisclosed promoter and control person of the Issuers. On September 18, 

2009, Geranio explained to Field, 

"I don't want any of these companies in my name. So we need 

to get them out of my name or I close them. So we need to 

transfer them to something or get fresh ones. I never want to 

raise money with me on them that's all." 

52. In another instance, at Geranio's request, Field gave instructions to 

remove a news article featured on a website that related to the flying car marketed 

by Mundus, because that news article mentioned Geranio' s name and Geranio " ... 

had received judgment in 2000" providing "that he was not going to be involved in 

the sale of securities." 

E. The Issuers' Business Plans and Websites Contained Materially. 

False and Misleading Information 

1. Field Created the Issuers' Marketing Materials 

53. During the relevant time period, Field served as an officer, director, 

and/or investor relations representative for each of the Issuers. More specifically, 

Field at times was the Chairman and a director of Green Energy, Power Nanotech, 

USOG, Mundus, Wyncrest, and Spectrum. On some occasions, Field was the only 

director at a particular Issuer. 

54. Field also served as an ad-hoc investor-relations representative for all 

the Issuers; he stated, "I was also asked by the presidents [of the Issuers] to help 

out in investor relations, because there were obviously problems. And I learned 

about those." 

55. Field admitted that, "When the presidents asked me for help, when 

there was a problem when investors were calling and they needed help, I was 

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inside, so it was good save [sic] money. And I knew about the companies, since I 

helped write the business plans, and I could be of service." 

56. In these roles, Field drafted business plans, press releases, and the 

content for the Issuers' websites. Field also wrote the press releases for Blu Vu, 

Green Energy, USOG, Wyncrest and Mundus, and created brochures for all the 

Issuers. As Field himself admitted, "I write most everything" for the Issuers. 

2. The Issuers' Marketing Materials Contained Materially 
False and Misleading Statements 

57. The Issuers' business plans and websites, written by Field, contained 

materially false and misleading statements. These statements generally fell into 

several categories: use of present tense for hypothetical planned activities; use of 

the word "divisions" for ideas that had no personnel or operations; plagiarized 

content; use of the word "customers" for entities that had little or no relationship to 

the companies; discussion of "plans" when no such plans were in place; and 

misleading or false statements about the experience and number of management. 

58. These statements created the false and misleading impression that the 

Issuers were established operating businesses when in fact they were mere start­

ups built around business plans that incorporated Field's Internet research and, in 

some cases, inventions that Geranio came up with and patented. 

59. The chart below describes specific false statements in the business 

plans: 

Spectrum "WAMCO has a team of expert metallurgists, 
process automation, and design engineers." 

(a) 

(b) Spectrum "In addition to proven technology, we provide 
integrated process design, equipment supply, 
related engineering, project management and start­
up training, as well as a customer focus after sale 
service." 

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(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

(k) 

(1) 

Green Energy 

Green Energy 

Microresearch 

USOG 

BIuVu 

BluVu 

. Wyncrest 

Wyncrest 

Wyncrest 

Wyncrest 

". . . [we] are pursuing strategic collaborations with 
members of academia, industry and foundations to 
further accelerate the pace of [ our] research 
efforts." 
"Green Energy provides engineering assistance, 
assists customers in applying biometh fuel energy 
systems to their specific needs and provides 

" 

"USOG's current management team [is] ... 
supported by experienced, skilled, and dedicated 

at all ofUSOG's business units." 
"Blu Vu is an oil and gas technologies consortium 
with 'Small footprint' technologies including 
patented Rebreather systems, geological imaging, 
composite drilling components and new micro 
drilling technologies that will minimize the 
traditionally poisonous and toxic environmental 
effects the oil and " 
"BIu Vu is currently listed on the pink sheet 

" 
"Through Wyncrest's Offshore Service Division, 
the company provides offshore insurance 
companies, offshore bank and trust companies and 
command[s] the most up-to-date tools in the field of 
tax and tax " 
"Wyncrest Offshore Aviation Division .... insure [ s] 
helicopters, small aircraft, large aircraft, aircraft 
maintenance facilities, fixed-based operators, 
re airlines and schools." 
"Wyncrest Group's offshore Catastrophic Insurance 
Division provides their clients with insurance 
services which can include various types of 

Insurance f'n.~7PT<> " 
"Wyncrest Offshore Extended Warranty Division 
acts as a third party administrator, facilitating 
claims for all of our Offshore Division programs .... 
Our Offshore Division Marketing Agent network is 
our most important asset and is always available to 
assist " 

60. The Issuers knew or were reckless in not knowing that these 

statements about their own basic operations and business were materially false or 

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misleading. 

61. Field drafted at least the statements listed in Paragraph 59(a) to (g) 

and (i) to 0), and he knew, or was reckless, or negligent, in not knowing that all of 

the statements in Paragraph 59 were materially false or misleading. 

62. The Issuers and Field provided information on the websites and in the 

business plans to the boiler room advisors, who then provided the information to 

investors. Indeed, Field specifically explained that he asked the boiler room 

advisors to have the investors rely on information contained in the companies' 

business plans, websites, and on the pink sheets. He added, 

"... that's what we asked them - everything about the company 

is posted, All the officers, how many shares, what we're doing, 

the 132(C)11 [sic], the company profile. Everything that there 

is that we have to say to anybody. . .. " 

63. The Issuers' false statements were distributed widely and provided to 

investors. The Issuers, Geranio and Field sent, or instructed others to send, the 

Issuers' solicitation materials (including business plans, press releases, and 

brochures) to the boiler room advisors. The then-CEO of Spectrum understood 

that, "Nick [Geranio] was taking care of [providing the boiler room sales advisors 

with a business plan] and giving them whatever information they needed to 

educate themselves as well as the shareholders or the prospective shareholders." 

64. The false statement from the Green Energy business plan about 

"strategic collaborations with members of academia" also appeared in Green 

Energy's SB-2 offering and in its Annual Reports for 2007 and 2008. This 

business plan was also sent directly to at least one prospective investor in Australia 

who was solicited by a boiler room. Field included the same false statement in 

Power Nanotech's and Spectrum's offering documents and reports. 

65. Likewise, the Issuers and Field sent the Blu Vu business plan that 

included the false statement that Blu Vu was listed on the Pink Sheets and the 

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USOG business plan that exaggerated its "business units" to potential or actual 

U.K. investors. 

66. The Issuers and Field also sent the Wyncrest and Blu Vu business 

plans that included the false statements listed above to boiler room sales advisors. 

On occasion the boiler room representatives asked for updated business plans for 

each of the Issuers, and the Issuers and Field provided them~ 

F. Geranio Instructed Stock Promoters and Individuals to 

Manipulate the Issuers' Share Prices in the United States 

1. Geranio Directed U.S. Investors to Particular Brokers 

67. Geranio directed several U.s. individuals ("Traders") to open 

accounts' at particular brokerage firms, with brokers he knew. Then the Issuers 

issued shares to certain of the Traders. Four traders, subsequently involved in 

matched orders and manipulated trades, opened one or more brokerage accounts at 

Geranio's suggestion. 

68. Geranio helped one trader ("Trader A") open two brokerage accounts 

with "friendly brokers" who "knew the story" of one of the Issuers. Geranio also 

asked him to set up a corporation for the purpose of purchasing stock, and Geranio 

paid a lawyer for the costs of organizing that corporation for Trader A. 

69. Geranio arranged for Trader A to receive millions of shares of 

Wyncrest and Mundus stock at a discount of 25% from the bid price. 

70. Trader A received some of the shares based on his assurances that he 

would pay for them later. When the stock market declined and he was unable to 

sell these shares, no one asked Trader A to return the shares. 

71. Geranio or an individual acting at Geranio' s direction asked another 

trader ("Trader B") to open up an account with a brokerage firm and then caused 

five million shares of Wyncrest stock to be deposited into this account. Trader B 

explained, "I believe, to the best of my recollection, that somebody from [the 

brokerage firm] or someone [else] ... indicated that I had to have a million shares 

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"of stock in that account for the purpose of fulfilling the intent of this advertising 

campaign, which was to sell shares and raise capital for the company ...". 

72. Geranio introduced another trader ("Trader C") to three brokers when 

Trader C asked him for a place to send his stock. Trader C also received shares. of 

a number ofthe Issuers by purchasing restricted shares owned by Kaleidoscope or 

The Good One. Trader C was a personal friend of Geranio and spoke to him 

approximately once a week. 

73. Geranio helped set up the brokerage account of another trader 

("Trader D"). Pursuant to a consulting agreement with Green Energy, Trader D 

answered telephone calls responding to prospecting letters that went out under her 

name. Trader D understood that Geranio was associated with Green Energy, and 

she spoke with him about ten times on the telephone during the relevant period. 

2. Geranio Orchestrated Matched Orders and Manipulative 

Trades to Raise the Issuers' Share Price 

74. Geranio instructed Traders A, B, C and D and others to engage in a 

total of at least five matched orders. In addition, Geranio made at least four 

additional manipulative trades through The Good One. 

75. "Matched orders" are orders for the purchase or sale of a security that 

are entered with the knowledge that orders of substantially the same size at 

essentially the same price have been or will be entered by the same or different 

persons for the sale or purchase of the same security. 

76. "Manipulative trades" are a series of transactions creating actual or 

apparent active trading in a security, or raising or depressing the price of a security, 

for the purpose of inducing the purchase or sale of the security by others. 

77. These manipulative and matched trades deceptively conveyed to the 

market the impression that legitimate transactions had established bona fide prices 

to facilitate the Regulation S sales to investors and raised the price at which the 

overseas boiler rooms were able to sell those shares. 

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78. As a practical matter, the Issuers' publicly traded share price affected 

the prices that the boiler rooms could charge overseas investors for the Regulation 

S shares. Frequently, the boiler rooms offered to sell the Regulation S shares at a 

price that was discounted from the publicly quoted price for unrestricted shares. 

79. For example, the CEO of Green Energy admitted that the Issuers' 

publicly-traded share price correlated directly to the Regulation S share price, by 

noting: 

"[t]he understanding that I had was [the Regulation S] price 

was a discounted price off the quoted exchange ... that, for the 

Regulation [S] investors, once there's a quoted price out there, 

they discount it from the exchange price .... It was a lot simpler 

when we weren't [publicly] trading because [the price] was 

statiC - it went dynamic and got complicated." 

3. The Manipulation of Spectrum 

a. The Wyncrest CEO's February 14, 2008 purchase 

80. In early January 2008, Geranio identified Spectrum Acquisition 

Holdings Corporation, Inc. (then-ticker symbol "SAQH") as a potential public-

shell target for· Western American Mining ("W AM"). Ultimately, in March 2008, 

SAQH and W AM were reverse-merged to create Spectrum, with the ticker symbol 

"SPAH." 

81. Even before the reverse-merger was complete, Geranio instructed the 

CEO of Wyncrest to manipulate the then publicly-traded stock price for SAQH. 

On February 14,2008, the CEO ofWyncrest sent an email with the subject 

heading "share price assistance," to the then-CEO of Spectrum stating, among 

other things, that: 

"... Nick [Geranio] told me to put 10,000 into the account for 

working on the share price of SAQH. We have already propped 

up the share price from 2 cents to 5 cents. To replace my own 

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funds we have all agreed to mark up the price that we are 

spending to cover the taxes that we will have to pay. If 

Wyncrest needs assistance we will do the same." 

82. On that same day (February 14), the CEO ofWyncrest purchased 

10,000 SAQH shares at $0.04 per share, spending about $400. Consistent with the 

email, the previous purchase of SAQH occurred at $0.02 per share, and the stock 

closed on February 14,2008 at $0.05 per share. 

h. 	Spectrum Manipulation from March 17, 2008 to 

July 14,2008 

83. On or around March 17, 2008, W AM completed its reverse merger 

with Spectrum and began trading under the new symbol SP AH. Geranio (through 

The Good One) and the CEOs of USOG and Mundus bought SP AH stock that day 

creating the appearance of active trading on its first trading day. 

84. On March 17,2008, The Good One purchased 1,000 Spectrum shares 

at $0.65 per share. That same day, the CEO of Mundus purchased 1,090 Spectrum 

shares at $0.75 per share. The following d(iy (March 18), the CEO ofUSOG 

purchased 100 Spectrum shares at $1.25 per share. At the time of these purchases, 

both The Good One and the CEO ofUSOG owned substantial founders Spectrum 

shares that they had acquired for less than a penny a share. 

85. After these purchases, Spectrum's stock traded thinly, with small 

amounts of stock changing hands at around $1.40 per share. 

86. The increase in Spectrum's publicly-traded stock price impacted the 

price-per-share at which the boiler rooms sold the company's Regulation S shares. 

Prior to W AM becoming a publicly-traded company, the overseas boiler rooms 

had sold W AM Regulation S shares for $0.50 per share, but by July 2008, they 

sold the Spectrum shares for approximately $1.12 per share, an increase of over 

27100%. 

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c. 	 Spectrum Manipulation in August and September 

2008 

87. On August 14,2008, The Good One purchased 500 Spectrum shares 

at $2.00 per share, a nearly $0.55 per share increase from its prior Spectrum 

purchase. 

88. The following week, on August 21, 2008, a secretary associated with 

an overseas boiler room emailed the then-CEO of Spectrum, copying the boiler 

room's team leader, writing, "[t]he movement in share price should really help 

hope that we will do a lots more for you guys." 

89. On September 17,2008, The Good One purchased 500 Spectrum 

shares at $3.00 per share, a dollar per share increase from its prior Spectrum 

purchase. 

90. During this time frame, the overseas boiler rooms increased the share 

price at which they sold Spectrum's Regulation S shares from $1.12 per share to 

approximately $1.50 per share. 

d. 	Spectrum Manipulation from November 19, 2008 to 

December 9, 2008 

91. From September 17,2008 to November 19, 2008, Spectrum's stock 

traded thinly, with very few shares changing hands. On the morning ofNovember 

19,2008, the then-interim-CEO ofMicro research, who also worked for Geranio at 

The Good One, purchased 1,000 Spectrum shares (500 shares at $1.05 per share 

and 500 shares at $2.00 per share). 

92. At 12:37 p.m. on November 19, 2008, a boiler-room team leader 

emailed the former CEO of Spectrum stating, "I have a bunch of trades coming in 

the next few days. Can we expect the price to go back up? Need to know!!" 

93. At 1 :33 p.m., Trader B entered an order to purchase 500 Spectrum 

shares at $3.50 per share. Around the same time as Trader B's purchase order, the 

former CEO ofMicroresearch placed an order to sell 500 Spectrum shares at $3.50 

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per share. Trader B communicated with Geranio before he made his purchase. 

Later in the evening on November 19,2008, the former CEO of Spectrum replied 

to the boiler room team leader's email, stating, "I show that the price closed at 

$3.50." 

94. These orders matched, thereby setting Spectrum's share price at $3.50 

per share. 

95. The next day, demonstrating the artificial nature of Spectrum's stock 

price, Spectrum shares dropped by $2.00 to $1.50 per share. The very next 

morning (November 21, 2008), the former CEO ofMicroresearch bumped up 

Spectrum's stock price by purchasing 500 Spectrum shares at $2.50 per share. 

4. The Manipulation of United States Oil and Gas 

a. Manipulation Between April and September 2008 

96. In the summer of 2007, various overseas boiler rooms started selling 

Regulation S shares ofUSOG at $1.50 per share. At this time, USOG did not trade 

publicly. 

97. On March 6, 2008, USOG announced that it had entered into a reverse 

merger and would soon be publicly-traded. Geranio instructed others to 

manipulate USOG in the same manner as he did with respect to Spectrum. 

98. On or about April 17, 2008, USOG began trading publicly on the Pink 

Sheets. The next day,.AprilI7, Field purchased 166 shares ofUSOG at an 

astronomical $18.50per share. Field's trade set the closing price for USOG at 

$18.50 on its first day trading. At the time of this purchase, Field owned 2 million 

USOG founders shares, which he acquired for approximately $200, or $.0001 per 

share. 

99. Between April 29, 2008 and June 2, 2008, USOG traded thinly, with 

little to no shares changing hands. On June 2, 2008, again demonstrating the 

artificial nature of the prior $18.50 closing price, USOG stock sold (in one 

transaction) for only $0;10 per share. 

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100. On July 11,2008, The Good One acted to increase USOG's stock 

price, by purchasing 150 USOG shares at $3.50 per share. 

101. On July 14, 2008, Trader C entered an order to sell 1,000 USOG 

shares at $3.50 per share. 

102. On July 21, 2008, 200 shares ofTrader C's sell order filled when 

Field entered a purchase order to buy 200 USOG shares at $3.50 per share, the 

exact price at which Trader C wished to sell his shares. 

103. On July 28,2008, an additional 500 shares of Trader C's sell order 

filled when Field entered a purchase order to buy 500 USOG shares, again at $3.50 

per share. 

104. On July 28,2008 and August 12,2008, the CEO ofMicro research 

acted to increase USOG's stock price, by purchasing 500 USOG shares at $3.40 

per share on each date. 

105. On September 16, 2008, The Good One entered an order to sell 100 

USOG shares at $3.70 per share. This order filled when Trader B, at 

approximately the same time, entered an order to purchase 100 USOG shares at 

$3.70 per share. 

106. During this time frame, the overseas boiler rooms increased the share 

price at which they sold USOG's Regulation S sharesfrom $1.50 per share to over 

$2.00 per share. 

5. The Manipulation of Mundus 

107. Geranio also instructed Trader B to place manipulative trades in 

Mundus. On November 14, 2008, Trader B sent an email to Geranio stating, 

"Nick, None of my MNDP orders went through today. 1 put one in at .30 and .35, 

too. I'll start Monday at .25 and go upwards." 

108. Three days later, on November 17, 2008, Trader B sent another email 

to Geranio stating, "What should 1 do about Mundus today?" Later that day, 

Trader B sent another email to Geranio stating, "'1 have orders in for MNDP ... 

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5000 at $.25 ... 5000 at $.30 ... 5000 at $.35 ... about to put in for 5000 at $.40. 

But...orders are not clearing. What's up?" 

109. The next day, November 18,2008, TraderB purchased 999 shares of 

Mundus for $0.40 per share. 

110. The next day, November 19, 2008, Trader B purchased another 2,500 

shares ofMundus for $1.00 per share, which was $0.60, or 150%, higher than the 

share price he had paid just a day earlier. 

111. On November 19,2008, the CEO ofBlu Vu acted to increase 

Mundus' stock price, by purchasing 500 shares ofMundus for $1.20 per share. 

6. The Manipulation of Green Energy 

112. As he had with the other above-described securities, Geranio arranged 

for Green Energy, when it began trading publicly, to start trading at an artificially 

high stock price. 

113. On November 19,2008, the first day Green Energy began trading 

publicly, Trader A entered an order to purchase 100 shares of Green Energy for 

$2.90 per share. 

114. Trader A bought the stock after Geranio called him and said, "Can 

you do me a favor? Just buy 100 shares because nobody is trading in it." 

115. At approximately the same time, Trader D entered an order to sell 100 

shares of Green Energy for $2.90 per share. Trader D's sell order matched with 

Trader A's buy order, thereby setting Green Energy's stock price at $2.90. 

116. Trader D's sale was financed by Green Energy. In October 2008, 

Trader D was drawing an $800 per month salary for answering telephone calls for 

Green Energy. In October 2008, Trader D entered into an additional consulting 

agreement with Green Energy pursuant to which she received a wire of $6,500. 

After receiving the $6,500, Trader D then spent $6,000 in a private transaction 

purchasing the Green Energy shares that she then sold to Trader A for $2.90 per 

share. Geranio helped to arrange the private transaction through which Trader D 

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obtained the shares that she sold to Trader A. 

117. During this same time frame, the overseas boiler rooms selling Green 

Energy's Regulation S shares increased the price-per-share from $1.50 to $2.00 per 

share. 

7. The Manipulation of Microresearch 

118. In the fall of2008, Microresearch traded on only three days - October 

7, October 17, and December 3 - with one transaction involving 100 shares 

accounting for all of the volume on each of these trading days. Each transaction 

moved the stock price up from $1.80 per share, to $1.90 per share, and then to 

$2.05 per share. Trader C made the October 7 purchase; the then-interim president 

ofMicroresearch made the October 17 purchase; and Trader C made the December 

3 purchase. These trades affected the Regulation S sales. From October through 

December, the prices the boiler rooms charged offshore investors to purchase 

Microresearch gradually increased from $0.50 to $1.20 per share. 

G. Geranio and Field Created and Controlled the Regulation S Sales 

Structure 

119. During the relevant time period, through The Good One and 

Kaleidoscope, Geranio and Field created and controlled the Issuers' common 

Regulation S sales structure, including: 1) creating (and serving as liaison with) 

holding company Worth Systems International, a Panamanian entity ("Worth"); 2) 

recruiting the boiler rooms and negotiating the terms of their agreements; 3) 

recruiting the escrow agents and negotiating the terms of their agreements; and 4) 

controlling the implementation (i.e., the day to day mechanics) of the Regulation S 

sales process. 

1. Geranio and Field Created Worth 

120. Each of the Issuers distributed large blocks of their Regulation S 

shares through Worth. 

121. Worth then transferred the shares to the boiler rooms, which sold the 

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shares to overseas investors at a price significantly above the price-per-share listed 

in the agreements with the Issuers. The investors then sent their funds to several 

U.S. escrow agents, who after retaining a 2.5% fee, paid most of the investor funds 

to the boiler rooms as their markup and then sent the remainder mainly to the 

Issuers. On some occasions, the escrow agents sent money directly to The Good 

One, Kaleidoscope and Field. 

122. Field and the then-CEO of Green Energy created Worth because two 

attorneys told them that they needed to set up an offshore corporation in order to sell 

shares ofRegulation S stock to foreigners. 

123. Field discussed the need to create Worth with Geranio, and Geranio 

contacted the Panamanian company that set up Worth. 

124. As an example of Worth's role, on July 31, 2008, Wyncrest entered 

into a consulting agreement with Worth in which Wyncrest agreed to transfer to 

Worth 30,000,000 restricted Rule 144 shares and to allow Worth to keep a 

commission of not more than one percent "from re-selling these securities to 

qualified non-US individuals." The next day, Wyncrest asked its transfer agent to 

issue the 30,000,000 shares to Worth and send the stock certificate to Field at his 

home in California. 

2. Geranio Recruited the Boiler Rooms and Negotiated the 

Terms ofTheir Agreements with the Issuers, Including Large 

~arkups 

125. Geranio recruited the boiler rooms to raise money for the companies. 

Prior to the creation of Green Energy, Geranio traveled to Spain to talk to overseas 

advisors to find investors or ways to raise capital without having to go through 

investment bankers. 

126. Geranio recruited, and negotiated the terms of the agreements with, at 

least two boiler room teams and with the persons who served as liaisons with three 

other boiler room teams. 

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127. The fonner CEOs of Green Energy 'and Spectrum asked Geranio 

about one boiler room's exorbitant 80% sales commissions and Geranio responded 

by claiming that the boiler room would not work for less and adding, "As we get 

bigger and more established, we'll get better deals .... Trust me, this is what - this 

is good as you're going to get - or we're going to get." 

128. Geranio explained to the CEO ofUSOG that the commission rate for 

these sales agents was so high (over 70%) because, "that was the best rate you 

could get on a start-up company." 

129. On at least one occasion, the liaison with three of the boiler room 

teams visited Geranio at his home in Hawaii. 

130. Geranio gave the Issuers' CEOs contact infonnation for the boiler 

room sales advisors. 

3. Geranio Recruited the Escrow Agents and Negotiated the 

Terms of Their Agreements 

131. The boiler rooms instructed Regulation S investors to wire their funds 

to one of several U.S.-based escrow agents. From October 2006 to August 2009, 

one escrow agent in the New York area received incoming wires that totaled over 

$23 million mostly from overseas investors. 

132. Geranio retained that escrow agent and negotiated the 2.5% 

commission that he received. 

133. Geranio also hired an attorney in Woodland Hills, California to 

provide escrow and other services. Another Los Angeles-based attorney also 

served as escrow agent for the Issuers during the relevant period. 

4. Geranio and Field Controlled the Mechanics of the 

Regulation S Process 

134. During the relevant time period, Geranio and Field oversaw the 

transfer of the Issuers' shares to Worth. Geranio directed the Issuers' CEOs to 

keep track of the transactions. 

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135. After a Regulation S sale, the boiler room agent who made the sale 

sent the CEO of the Issuer whose stock had been sold a trade sheet listing the name 

of the investor, the number of shares sold, and the total funds from the sale. At the 

same time, the investor sent his payment to one of the escrow agents. One key job 

of the Issuers' CEOs was to reconcile funds listed in the trade sheets with 

corresponding funds in the escrow accounts to ensure that they were consistent. 

136. Geranio closely coordinated with the Issuers' CEOs and escrow 

agents about this process. Geranio told Spectrum's CEOs that his job" ... was to 

deal with funds coming in, and so [Geranio] was responsible for any relations with 

any brokers. And so [the CEO] viewed [Geranio] as ultimately the person in 

charge of any money coming in .... " Every Friday, Spectrum's CEO updated 

Geranio about funds received from the sale ofRegulation S Spectrum stock for that 

week, using a spreadsheet that contained the share price and the shareholder's 

name. 

137. Geranio also told Spectrum's CEO to reconcile funds in the trade 

sheets with corresponding funds in the escrow accounts. 

138. The Regulation S funds for a particular sale were released from the 

escrow account after an investor had returned a completed subscription agreement. 

The escrow agents then sent between 60% and 77.5% of the funds from the sale to 

the boiler rooms as. their sales markup; collected 2.5% of the funds as their escrow 

fee, and sent the remainder of the funds to the Issuers whose securities had been 

sold. The Issuers then transferred much of this amount to Geranio's companies, 

The Good One and Kaleidoscope, as their consulting fees. The escrow agents also 

at times directly paid The Good One and Kaleidoscope, and both the escrow agents 

and Issuers from time to time made payments to Field. 

H. The Boiler Rooms Made Material False Statements and 
, 

Omissions to the Purchasers 

139. During the relevant time period, the boiler rooms deceived investors 

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by distributing business plans, prepared by Field, which contained materially false 

and misleading statements about the Issuers. The boiler rooms also deceived 

investors in four additional ways. 

140. First, the boiler rooms made explicit additional false statements to 

investors about the Issuers, such as claims that: 

• 	 Mundus, Microresearch and W AM traded on the NASDAQ stock 

exchange when, in reality, none of those companies has ever traded 

on a listed exchange; 

• 	 Blu Vu had discovered oil seventy miles off the coast of Miami; 

• 	 the u.S. government provided research grants and the US Navy 

provided facilities for Mundus; 

• 	 Green Energy was doing test runs with McDonalds restaurants to 

convert its refuse into petroleum; 

• 	 W AM had projects in South Africa and Mongolia and had received 

two large investments by Barclays and an additional $26 million 

infusion; 

• 	 Boeing had developed a 747 aircraft to run on fuel developed by 

Power Nanotech; and 

• 	 the U.S., German, and Swiss governments were interested in 

Power Nanotech's technology. 

141. Second, in telephone conversations with the investors, the boiler 

rooms omitted to disclose the massive mark-ups that the boiler rooms would reap 

from the stock sales. Several investors declared that while they understood that the 

sales agents would collect a one percent commission or "administrative fee" on the 

Regulation S sales, they did not realize that the sales agents would also profit from 

60 - 77.5% markups they would collect. 

142. Third, in telephone conversations with investors, the boiler rooms 

failed to inform the investors up front that their shares were restricted shares, and 

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therefore subject to a one-year holding period pursuant to Regulation S. For 

example, one investor expected to receive Initial Public Offering shares and was 

surprised to see any restriction. 

143. In other cases, boiler room representatives told investors that they 

would not be affected by the Regulation S restriction. For example, a boiler room 

representative told one investor that ifhe bought a sufficient number of shares, he 

would qualify as an "institutional client" and would be able to sell his shares at any 

time. Another investor was offered discounted shares at $0.40 and told that after a 

"one-year lock-in" she could take profits at $3 per share in eighteen months or wait 

longer until the stock reached $5.00. 

144. Fourth, these representatives used aggressive techniques consistent 

with boiler room activity, such as: (i) threatening legal action if an investor did not 

agree to purchase shares that the representatives believed the investor had already 

agreed to purchase; (ii) promising immediate and substantial investment returns; 

(iii) aggressively telling investors that they needed to purchase the shares 

immediately or the opportunity would be lost; and (iv) using "advance fee" 

solicitations, that is, telling investors that if they purchased shares of one of the 

Geranio-related issuers, then (and only then), would the boiler room agree to sell 

their other shares. For example, a boiler room offered to sell one investor's 

nonperforming shares of a fund he had purchased in the past only if he first 

purchased $50,000 worth ofstock in Power Nanotech. 

145. Geranio also approved an unusual request from one of the boiler 

rooms to have an Issuer CEO confirm, falsely, that two boiler room sales agents 

worked as consultants for that Issuer. On October 28,2008, a boiler room sales 

agent told the then-CEO of Spectrum in an email that he had spoken to Geranio 

and a "few guys going into brokers (licensed) to see if we can get some interested 

in your company." The sales agent then gave the names of the two men and asked 

the former CEO to "please keep track of these names" so he could confirm the 

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names ifhe received any inquiries. About a month later, the sales agent sent the 

former CEO another email which read, "We-are-saying-[name omitted]-is-a­

consultant-for-your-company, I-checked-with-nic-on-that-as-well." Neither of 

these individuals actually worked for Spectrum. 

I. Geranio and Field Knew Through Investor Complaints that the 

Boiler Rooms Made Fraudulent Statements to Regulation S Investors 

146. During the relevant time period, Geranio and Field received many 

complaints from Regulation S investors and others, over a long period of time, that 

several boiler rooms, hired by Geranio, had made material misrepresentations to 

. investors, 

1. Geranio Received Complaints About the Boiler Room 

Advisors 

147. In general terms, the Issuers frequently p~ssed investor complaints on 

to Geranio. The former CEO of Spectrum, for example, received numerous 

investor complaints which he passed on to Geranio. He explained, 

"... and so I would forward that [the complaints] toNick 

[Geranio] or to [name omitted] or whichever person, but always 

. to Nick also, and said, What does this relate to? Can you guys 

take care of it? And Nick would respond right away, yeah 

we're on it, we're taking care of it, and so I felt this was his 

area of expertise, and he was on top of it .... And he's like, 

don't worry about it, we've got it under control, you just keep 

track of the numbers ..." 

148. The former CEO of Green Energy told Geranio about a June 22,2007 

email from an investor complaining that a boiler room had made 

misrepresentations to him about Green Energy. 

149. In 2008, the Green Energy CEO also told Geranio about a shareholder 

who had been falsely told by a boiler room that Green Energy would be acquired 

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by a big oil company "like Gulf Oil or Chevron." 

150. In October 2008, the former CEO of Spectrum received an email from 

an investor complaining that he would contact the police if he did not get his 

money back after purchasing a "worthless stock in your company" from another 

boiler room. The former Spectrum CEO forwarded the investor's email to Geranio 

and wrote, "Please read the shareholder's email and advise." 

151. In January and February 2009, Field forwarded Geranio three investor 

complaints that boiler room agents falsely told investors that Blu Vu would be 

listed on an exchange (or "floated") in the near future. One investor offered to 

forward Field tape-recorded calls of assurances ofhuge returns that supposedly 

would be available after Blu Vu floated and its share price went up to $2.50 at 

least. 

152. On February 27, 2009, the CEO ofUSOG forwarded to Geranio and 

Field a letter from a lawyer for art elderly and incapacitated British man who was 

receiving frequent cold-calls to purchase USOG stock. The lawyer described the 

solicitations as fraudulent and said that his client's name appeared on "sucker lists" 

used by boiler rooms. 

153. On May 29,2009, Field sent an email to Geranio, attaching a blog 

page regarding a boiler room "hard selling Mundus." Field testified that the blog 

discussed how that boiler room was "calling people and slamming [sic] and telling 

them that this was going to be bought by Lockheed [Martin] ... " 

2. Field Received Complaints about Boiler Room Advisors 

154. On July 23, 2007, after Field told the Mundus CEO about complaints 

pertaining to a boiler room, Mundus sent a letter to the boiler room's team leader 

advising him of serious concerns about misrepresentations to investors and 

informing him he was no longer authorized to act as a distributor ofMundus' 

stock. 

155. That boiler room team leader continued to sell Regulation S securities 

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for several of the Issuers (other than Mundus) and complaints about him continued. 

156. In 2007 and 2008, Field received complaints about two other boiler 

rooms. After the Mundus CEO received an October 11, 2007 email from the team 

leader of those boiler rooms stating "you don't want to know what we tell 

investors" and referring to investors as "punters" and "buggers," the Mundus CEO 

told Field that the team leader's sales practices concerned him. Specifically, the 

email stated that, 

"... You have no idea what we tell investors to get them 

involved. (You don't want to know.) Taking their calls about 

anything to do with stock purchases/prices could potentially 

lead to problems. Mainly because you might have clay feet and 

we told them you were Gods. Anyway what the hell is the high 

and mighty CEO of a potential multinational corporation taking 

calls from punters?" 

157. That team leader and his boiler rooms however, continued to sell the 

Issuers' Regulation S shares. 

158. In a February 15,2009 email to the then-president ofBlu Vu, Field 

acknowledged his concerns about sales agents' practices when, in response to an 

investor inquiry asking whether a solicitation to purchase Blu Vu was a "scam," 

Field advised the CEO to send the investor a Blu Vu package, saying, "Regardless 

of what other twists the advisor has put on the sale ... we protect ourselves when we 

send out the package." 

159. On August 23,2009, Field received a complaint from an investor who 

stated that he had been "conned" into buying shares of Green Energy and Blu Vu 

by a boiler room, and had even contacted the City of London police regarding the 

misleading misrepresentations made to him. 

160. In early 2009, Field repeatedly responded to investor inquiries and 

complaints with similar stock answers which expressed his surprise that third 

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parties would use boiler room tactics to sell shares of the companies. On February 

26,2009, Field prepared responses to three U.K. investors or potential investors 

who wrote to him about cold-call solicitations ofBlu Vu stock. Field told the 

investors that he was sorry to hear that an unscrupulous outfit was "using our 

name," that he had heard stories about boiler rooms and hardcore sales, but would 

never expect it to be about an Issuer he was involved with. Field promised to 

investigate. 

161. Despite these several investor inquiries that he had already received, 

on May 18,2009, when Field received another complaint about sales ofBlu Vu in 

the U.K., he again answered with the same stock response, "We hear stories about 

boiler rooms and hardcore sales that revolve around lying and misrepresenting, but 

would never expect it to be involved with selling Blu Vu," and again he promised 

to investigate. 

J. Geranio, through The Good One and Kaleidoscope, and Field 

Drained a Significant Portion of the Regulation S Revenue 

162. The Issuers used a substantial percentage of the investor funds they 

received from Regulation S sales to pay consulting fees to Geranio. According to 

the former CEO of Spectrum, 

"So anything that Nick got paid, this was the money that the 

company - that was the company's share of the Regulation S 

stock sale. There was no extra money left over. The money out 

of the escrow went specifically to the sellers or the brokers and 

then Spectrum got their portion of it. And then that's what the 

money would go to pay Nick [Geraniol" 

163. During the relevant period, The Good One and Kaleidoscope received 

a total of approximately $2.135 million from the Regulation S sales, representing 

monies forwarded to them from the escrow agents and Issuers. 

164. During the relevant period, Field received a total of approximately 

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$279,000 from the Regulation S sales, representing monies forwarded to him by 

the escrow agents and Issuers. 

K. Investor Funds Used to Purchase Property, Owned by Relief 

Defendant BWRE Hawaii LLC 

165. In addition to·the consulting fees paid to The Good One and 

Kaleidoscope, Geranio assisted in diverting investor funds to help establish a 

property for a Hawaiian wedding planning company. 

166. On February 27,2008, the former CEO of Spectrum instructed the 

Issuers' escrow agent to wire $240,000 to a Hawaiian-based escrow company, 

"[t]or further credit to" Geranio. These funds were used for a $250,000 down 

payment for a $2.7 million Hawaiian property. According to the purchase 

agreement, Geranio served as the guarantor on the $20,000 monthly installment 

payments, although the purchaser was the shell entity BWRE Hawaii LLC. 

167. This property was not used, in any way, to further the business 

interests of Spectrum. Instead, it was leased to a Hawaiian wedding planning 

company controlled by the then-CEO ofBlu Vu. 

168. In June 2009, the wedding planning company merged into publicly-

traded Hawaiian Hospitality Group Incorporated ("HHGI"), ofwhich 

Kaleidoscope and The Good One have served as significant shareholders. The 

former President ofHHGI testified that Geranio set him up in his position and 

assisted in creating HHGI. 

169. The $240,000 that was wired to the Hawaiian escrow company came 

from monies that were to be sent to one of the boiler room team leaders as his 

markup for sales ofRegulation S stock of the Issuers. 

FIRST CLAIM FOR RELIEF 


Geranio, Field, The Good One and Kaleidoscope 


Violated Securities Act Section 17(a)(1) and (3) 


170. The Commission realleges Paragraphs 1 through 169 above. 

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171. Geranio, Field, The Good One and Kaleidoscope each violated 

Securities Act Section 17(a)(1) and (3) [15 U.S.C. § 77q(a)(l) & (3)]. 

172. Between April 2007 and September 2009, these defendants, directly 

or indirectly, by use of the means or instruments of interstate commerce, or of the 

mails, or the facilities of a national securities exchange, in the offer or sale of 

securities, and with knowledge, recklessness or negligence: (a) employed devices, 

schemes or artifices to defraud; and/or (b) engaged in acts, practices or courses of 

business which operated or would operate as a fraud or deceit upon the purchaser 

of the securities being offered or sold. 

173. The defendants' fraudulent scheme included, among other things, the 

following fraudulent devices and acts: 

a. Geranio, through The Good One and Kaleidoscope, entered into 

consulting agreements with the Issuers that allowed Geranio to be paid 

while concealing his control over the Issuers from investors and the 

public; 

b. Geranio instructed stock promoters and other individuals to 

manipulate the Issuers' share prices in the United States by means of 

matched orders and manipulative trades; 

c. The Good One purchased shares of Spectrum stock at inflated prices 

in March through September 2008, purchased shares ofUSOG at an 

inflated price in June 2008, and sold shares ofUSOG as part of a 

matched order with Trader B in September 2008. 

d. On November 19, 2008, Geranio arranged for others to execute a 

matched order at $2.90 per share for Green Energy stock to create the 

artificial impression of active trading and value for Green energy stock 

on the first day it was quoted publicly, and 

e. Field purchased USOG stock at an inflated price on the first day 

USOG shares were quoted publicly in April 2008, and entered purchase 

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orders in July 2008 to buy USOG stock at an inflated price as part of a 

matched order with Trader C. 

SECOND CLAIM FOR RELIEF 

Field Violated Securities Act Section 17(a)(2) 

174. The Commission realleges Paragraphs 1 through 173 above. 

175. Field violated Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)]. 

176. Between April 2007 and September 2009, Field, directly or 

indirectly, by use of the means or instruments of interstate commerce, or of the 

mails, or the facilities of a national securities exchange, in the offer or sale of 

securities, and with knowledge, recklessness or negligence, obtained money or 

property by means of untrue statements of material fact or by omitting to state 

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

under which they were made, n?t misleading. 

177. Field disseminated untrue statements ofmaterial fact and material 

omissions concerning, among other things, statements describing numerous 

Issuers' current services, products, customers, strategic collaborations and/or 

employees with particular expertise, when such services, products, customers, 

strategic collaborations and/or employees did not exist but were merely planned or 

hoped for in the future. 

THIRD CLAIM FOR RELIEF 

Geranio, Field, The Good One and Kaleidoscope Violated Exchange Act 

Section 10(b) and Rule 10b-5(a) and (c) 

178. The Commission realleges paragraphs 1 through 177 above. 

179. Geranio, Field, The Good One and Kaleidoscope each violated 

Exchange Act Section 10(b) and Exchange Act Rule 10b-5(a) and (c) [15 U.S.C. § 

78j(b); 17 C.F.R. § 240. 1 Ob-5(a) and (c)]. 

180. Between April 2007 and September 2009, these defendants, directly 

or indirectly, by use of the means or instruments of interstate commerce, or of the 

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mails, or the facilities of a national securities exchange, in connection with the 

purchase or sale of securities, and with knowledge or recklessness: (a) employed 

devices, schemes or artifices to defraud; .... and/or (c) engaged in acts, practices, 

or courses of business which operated or would operate as a fraud and deceit upon 

any person. 

181. The defendants' fraudulent scheme included, among other things, the 

following fraudulent devices and fraudulent acts: 

a. Geranio, through The Good One and Kaleidoscope, entered into 

. 	 consulting agreements with the Issuers that allowed Geranio to be paid 

while concealing his control over the Issuers from investors and the 

public; 

b. Geranio instructed stock promoters and other individuals to 

manipulate the Issuers' share prices in the United States by means of 

matched orders and manipulative trades; 

c. The Good One purchased shares of Spectrum stock at artificially 

high prices in March through September 2008, purchased shares of 

USOG at an inflated price in June 2008, and sold shares ofUSOG as 

part of a matched order with Trader B in September 2008; 

d. Field purchased USOG stock at an inflated price at or around its first 

trading day in April 2008, and entered purchase orders in July 2008 to 

buy USOG stock at an inflated price as part of a matched order with 

Trader C; and 

e. On November 19, 2008, Geranio arranged for others to execute a 

matched order at $2.90 per share for Green Energy stock to create the 

artificial impression of active trading and value for Green Energy stock 

on the first day it was quoted publicly. 

II 


II 


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FOURTH CLAIM FOR RELIEF 


Field Aided and Abetted the Issuers' Violations 


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


182. The Commission realleges paragraphs 1 through 181 above. 

183. Each of the Issuers violated Exchange Act Section 1 O(b) and 

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

184. Between April 2007 and September 2009, each of the Issuers, directly 

or indirectly, by use of the means or instrumentalities of interstate commerce, or of 

the mails, or the facilities of a national securities exchange, in connection with the 

purchase or sale of securities, and with knowledge or recklessness, 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. These statements described Issuers' current services, 

products, customers, strategic collaborations and/or employees with particular 

expertise, when such services, products, customers, strategic collaborations and/or 

employees did not exist but were merely planned or hoped for in the future. 

185. By his conduct described herein, Field provided knowing and 

substantial assistance to each of the Issuers in their unlawful conduct alleged in 

paragraphs 1 through 184 above. This included drafting the Issuers' business plans 

containing the above statements and forwarding the business plans to overseas 

boiler rooms for dissemination to investors. 

186. Field aided and abetted each of the Issuers' violations of Section 10(b) 

ofthe Exchange Act and Rule 10b-5(b) thereunder. 

FIFTH CLAIM FOR RELIEF 

Geranio, as Control Person of the The Good One and Kaleidoscope 

Under Exchange Act Section 20(a), is Jointly and Severally Liable for Their 

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

187. The Commission realleges paragraphs 1 through 186 above. 

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188. The Good One and Kaleidoscope violated Exchange Act Section 

lOeb) and Exchange Act Rule 10b-5(a) and (c) [15 U.S.C. §78j(b); 17 C.F.R. § 

240.10b-5(a) and (c)]. 

189. By his conduct described herein, Geranio is a control person of the 

The Good One and Kaleidoscope under Exchange Act Section 20(a). Geranio 

directed the Issuers' CEOs to send money and consulting agreements to The Good 

One and Kaleidoscope. The Good One and Kaleidoscope paid for Geranio' s 

personal expenses, including his credit card bills and even his personal helicopter. 

Geranio's girlfriend was the president of Kaleidoscope. 

190. By reason of the foregoing, Geranio is jointly and severally liable as a 

control person for violations of The Good One and Kaleidoscope of Exchange Act 

Section 10(b) and Rule 10b-5(a) and (c) thereunder. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

L 

Enter judgment in favor of the Commission finding that Geranio, Field, The 

Good One and Kaleidoscope each violated the federal securities laws as alleged in 

this Complaint; 

IL 

Permanently enjoin Geranio, Field, The Good One and Kaleidoscope from 

violating Section 17(a)(1) and (3) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5(a) and (c) promulgated thereunder; 

III. 

Permanently enjoin Field from violating Section l7(a)(2) of the Securities 

Act and from aiding and abetting the Issuers' violations of Section 1 O(b) of the 

Exchange Act and Rule 1 Ob-5(b) thereunder; 

II 

II 

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IV. 

Permanently enjoin Geranio, as control person of The Good One and 

Kaleidoscope, from violating Section 10(b) of the Exchange Act and Rule 10b-5(a) 

and (c) thereunder; 

V. 

Order Geranio, Field, The Good One and Kaleidoscope, jointly and 

severally, to disgorge all ill-gotten gains resulting from their participation in the 

conduct described above, and to pay prejudgment interest thereon; 

n 
Order Geranio, Field, The Good One and Kaleidoscope to pay civil penalties 

pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the 

Exchange Act [15 U.S.C. §§ 77t(d), 78u(d)(3)]; 

VII. 

Permanently bar Geranio and Field from serving as an officer or director of 

an issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act, as amended [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. § 780(d)], pursuant to 

Section 20(e) ofthe Securities Act and Section 21 (d)(2) of the Exchange Act [15 

U.S.C. §§ 77t(e) and 78u(d)(2)]; 

VIII. 

Permanently bar Geranio, Field, The Good One and Kaleidoscope from 

participating in any offering of penny stock pursuant to Section 20(g) of the 

Securities Act and Section 21 (d)(6) of the Exchange Act [15 U.S.C. §§ 77t(g) and 

78u(d)(6)]; 

IX . 

. Order relief defendant BWRE Holdings, LLC to disgorge all funds it 

received from defendants' ill-gotten gains or by which it has been unjustly 

enriched, including all investor funds transferred to it or used for its benefit, 

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including prejudgment interest thereon. 

x. 
Grant such equitable 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)]. 

DEMAND FOR JURy TRIAL 

The Commission hereby demands a trial by jury pursuant to Rule 38(b) of the 

Federal Rules of Civil Procedure. 

DATED: May 16,2012 

O/Counsel: 
Stephen L. Cohen 
Ricky Sachar 
C. Joshua Felker 
Securities and Exchange Commission 
100 F Street, NE . 
Washington, D.C. 20549 

Respectfully submitted, 

r1~.
/dt;irn VAN HAVERMAAT 
Cal. Bar No. 175761 
Local Counsel 
vanhavermaatdla2sec.gov
Securities and EXchange Commission 
5670 Wilshire Boulevard, 11 th Floor 
Los Angeles, California 90036-3648 
Telephone: (323) 965-3998 
FacsImile: (323) 965-3908 

RICHARD E. SIMPSON 
simpsonrla2sec. gpv 
CAROLYN E. KURR 
[email protected]
Secunties and Exchange Commission 
100 F Street, NE 
Washington, D.C. 20549 
Telephone: (202) 551-4495 
FacsImile: (202) 772-9246 

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