SEC v. BENJAMIN BALLOUT; MOHAMED ZAYED; and WILLIAM FIELDING, No. 1:97-cr-0039, Southern District of Florida (Sept. 23, 2024) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
SECURITIES AND EXCHANGE COMMISSION,
   Plaintiff,
            v.
BENJAMIN BALLOUT,
MOHAMED ZAYED, and
WILLIAM FIELDING,

            Defendants.

        Civ. Action No. 9:24-cv-81170
    JURY TRIAL DEMANDED

COMPLAINT
The Securities and Exchange Commission (“SEC”) files this Complaint against Benjamin
Ballout (“Ballout”), Mohamed Zayed (“Zayed”), and William Fielding (“Fielding”) (collectively,
“Defendants”), and alleges as follows:
I. SUMMARY
1. Defendants engaged in a fraudulent scheme to pump and dump the publicly traded
stock  of  Enerkon  Solar  International,  Inc.  (“Enerkon”).  As  the  sole  officer  and  controlling
shareholder of Enerkon, Ballout schemed to inflate Enerkon’s stock price primarily through false
and misleading statements and omissions in its public statements and disclosures to investors. With
the help of Ballout, Fielding and Zayed then profited from the scheme through the conversion of
a bogus promissory note into Enerkon stock, which they sold to a third party at inflated prices.
2. Ballout acquired a controlling interest in Enerkon in or around February 2018, and
thereafter  became  Enerkon’s  sole  officer.  Enerkon  was  a  penny-stock  company  that  had  no
employees (aside from Ballout) or legitimate business operations. Ballout made a series of false

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and misleading statements and omissions to pump Enerkon’s stock price, including misstatements
and omissions about Enerkon’s supposed business opportunities, assets, and liabilities.
3. For  example,  in  2021,  Ballout  authored  and  issued  three  press  releases  falsely
claiming that Enerkon: (1) acquired a company with distribution rights to a Covid-19 instant test,
(2) received a $28 million order for the tests, and (3) purchased 122 acres in Pennsylvania to build
a  power  plant. Zayed,  who  had  a  longstanding  relationship  with  Ballout,  fabricated  a  bogus
purchase  order  purporting  to  evidence  the  $28  million  order.  On  June  22,  2021,  based  on  these
press releases and questions concerning the accuracy of other public statements or disclosures that
Enerkon made to investors, the SEC temporarily suspended trading in Enerkon’s securities.
4. Prior  to  the  trading  suspension,  Fielding  and  Zayed  coordinated  with  Ballout  to
capitalize on the inflated price of Enerkon’s stock. They did so through a convertible promissory
note  that  Enerkon  issued  to  Fielding  as  purported  consideration  for  a  $180,000  loan.  In  reality,
Fielding never made a $180,000 loan to Enerkon, and the note was backdated to November 2017
and  signed  by  Ballout,  even  though  he  had  no  affiliation  with  Enerkon  in  November  2017.  In
March 2021, Enerkon’s transfer agent received an email from Fielding’s email account, instructing
the transfer agent to convert the bogus promissory note into Enerkon stock. The email attached a
fabricated  Fielding  bank  account  statement  and  other  false  records,  purporting  to  evidence  his
alleged $180,000 loan. Relying on these false documents, the transfer agent issued Enerkon stock
to Fielding as instructed. In transactions coordinated and negotiated on his behalf by Zayed and
Ballout, Fielding then sold a portion of his Enerkon shares to a third-party investor for $407,000.
Fielding later paid $96,000 of the trading profits to Zayed for his role in the fraudulent scheme.
5. By  engaging  in  the  acts  and  conduct  alleged  herein,  Defendants  violated  the
antifraud  provisions  of  the  federal  securities  laws.  In  the  interest  of  protecting  the  public  from

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further  violations  and  enforcing  the  federal  securities  laws,  the  SEC  brings  this  action  seeking
permanent  injunctive  relief,  disgorgement  of  ill-gotten  gains  plus  prejudgment  interest,  civil
penalties, and all other equitable and ancillary relief the Court deems necessary and proper.
II. JURISDICTION AND VENUE
6. The SEC brings this action pursuant to the authority conferred upon it by Sections
20(b) and 20(d) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)]
and Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§ 78u(d) and 78u(e)].
7. This Court has jurisdiction over this action pursuant to Sections 20 and 22(a) of the
Securities Act [15 U.S.C. §§ 77t and 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange
Act [15 U.S.C. §§ 78u(d), (e), and 78aa]. Defendants, directly or indirectly, made use of the mails
or means or instrumentalities of interstate commerce, and/or made use of the mails or means or
instruments of transportation or communication, or of facilities of a national securities exchange
in interstate commerce, in connection with the acts, practices, transactions, and courses of business
alleged in this Complaint.
8. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Certain acts, practices,
transactions, and courses of business constituting violations of the securities laws alleged herein
occurred  within  this  District.  At  all  relevant  times,  Fielding  resided  in  this  District  during  the
course of the relevant events in this case. In addition, Fielding served as the registered agent of
Enerkon, at an address in this District, during at least part of the relevant events in this case. The
false and misleading statements and omissions in Enerkon’s press releases and public disclosures
alleged herein were published to investors in this District.

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III. DEFENDANTS
9. Defendant Ballout is a resident of Canton, Michigan. Between February 2018 and
October  6,  2022,  he  was  the  President,  Chief  Executive  Officer  (“CEO”),  and  Chief  Financial
Officer (“CFO”) of Enerkon, as well as a member of its Board of Directors.
10. Defendant Zayed is a citizen and resident of Egypt. In 1997, Zayed was indicted by
a federal grand jury for wire fraud, scheme to defraud, and money laundering, and a warrant was
issued for his arrest. See United States v. Zayed, No. 1:97-CR-0039 (E.D. Tenn.). In 1998, the SEC
sued Zayed for securities fraud in connection with the promotion and sale of the stock of Genesis
International  Financial  Services,  Inc.,  alleging  that  he  used  fraudulent  financial  statements  and
press releases to deceive prospective investors. See SEC v. Zayed, No. 1:98-CV-327 (E.D. Tenn.);
SEC  Lit.  Release  No.  15907  (Sept.  24,  1998).  The  SEC  was  not  able  to  serve  Zayed  with  that
lawsuit and subsequently dismissed its claims against Zayed without prejudice.
11. Defendant  Fielding  is  a  resident  of  Delray  Beach,  Florida.  He  was  formerly  the
registered agent of Enerkon, including during at least part of the relevant events discussed herein.
IV. RELATED ENTITY
12. Enerkon  was  a  Nevada  corporation  with  its  principal  place  of  business  in  New
York, New York. Its common stock was quoted and traded on over-the-counter (“OTC”) markets
under the symbol “ENKS.” It published OTC Disclosure Statements and OTC Financial Reports
pursuant to the Pink Basic Disclosure Guidelines through a publicly available website maintained
by OTC Markets Group, Inc. On June 22, 2021, the SEC suspended trading in Enerkon’s securities
pursuant to Section 12(k) of the Securities Act. On or about October 6, 2022, Enerkon was sold to
new investors who subsequently renamed it and put in new management.

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V. FACTS
A. Defendants and Enerkon
13. Ballout became Enerkon’s President, CEO, and CFO in or around February 8, 2018,
after acquiring a controlling interest in the company from its prior owner, and he remained its sole
officer until approximately October 6, 2022. Between February 2018 and October 2022, Ballout
drafted  Enerkon’s  press  releases  and  had  sole  authority  to  approve  them.  He  also  drafted  and
approved all of Enerkon’s OTC Disclosures, OTC Financial Reports, and other public filings.
14. Fielding and Zayed have a longstanding business relationship through a company
that they jointly own that focuses on defense/security in the Middle East. Through that work and
before Ballout acquired a controlling interest in Enerkon, Fielding and Zayed met and developed
a relationship with Ballout, who was also working in the defense/security industry at the time.
15. Subsequently, Fielding and Zayed became involved in Enerkon, with Zayed acting
in  an  unofficial  role  and  Fielding  serving  as  its  registered  agent.  Fielding  also  purported  to  be
Enerkon’s lender and shareholder through a bogus promissory note that he converted to shares of
Enerkon, as further discussed below.
16. Informally, Fielding let Ballout and Zayed use his credit cards to pay miscellaneous
expenses for Enerkon, including Enerkon expenses relating to OTC administrative fees, publishing
press releases, domain hosting fees, and other similar charges. These charges were typically in the
range of $2,000–$3,000 per month, and were commingled with charges that Fielding, Ballout, or
Zayed made on the same credit cards for expenses unrelated to Enerkon. Fielding testified that he
was  reimbursed  for  some  of  these  monthly  charges  relating  to  Enerkon,  but  not  all.  It  does  not
appear that Enerkon contemporaneously or formally: (i) accounted in its books and records for the
expenses that were paid for with Fielding’s credit cards; or (ii) disclosed these expenses in its OTC
Disclosures, OTC Financial Statements, or other public disclosures.

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B. Ballout Made a Series of False and Misleading Statements and Omissions to Investors
in Furtherance of His Scheme to Inflate Enerkon’s Stock Price.
17. Shortly  after  acquiring  a  controlling  interest  in  Enerkon  in  February  2018  and
continuing  until  the  SEC  suspended  trading  in  Enerkon’s  securities  on  June  22,  2021,  Ballout
knowingly or severely recklessly engaged in a scheme to inflate the price of Enerkon’s publicly
traded  stock.  He  sought  to  accomplish  this  scheme  primarily  through  false  and  misleading
statements and omissions in Enerkon’s press releases and public filings—all of which he authored
and approved as the sole officer of Enerkon. These false and misleading statements and omissions
created false and misleading impressions about Enerkon’s supposed business opportunities, assets,
and liabilities.
i. Ballout’s Scheme to Pump Enerkon’s Stock Price

18. As   the   controlling   shareholder   in   Enerkon,   Ballout   had   a   strong   financial
motivation  to  pump  Enerkon’s  stock  price.  During  the  course  of  his  scheme,  Ballout  owned  33
million shares of Enerkon stock, more than 50% of its outstanding stock. By increasing the value
of Enerkon stock, he stood to make a significant profit through the eventual sale of his shares.
19. However, Enerkon was not engaged in any known profit-generating business. At
all relevant times, Enerkon’s bank account had less than $100. And following Ballout’s acquisition
of Enerkon, he relied on Fielding’s personal credit card to help fund Enerkon’s operating expenses.
20. Rather  than  work  to  improve  Enerkon’s  business  or  to  enhance  its  underlying
financial  value,  Ballout  developed  and  implemented  a  scheme  to  artificially  inflate  the  price  of
Enerkon’s stock. To that end, by at least early 2021, Ballout touted plans to increase Enerkon’s
stock price above $4.00 per share to qualify for listing on the Nasdaq stock exchange. In a March
2021 press release, for example, Ballout cited the company’s continued plans to qualify for trading
on Nasdaq. In another press release dated May 20, 2021, Ballout again cited Enerkon’s “UP List

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Plans to the NASDAQ market which maintains a minimum share entry price of $4.00 to qualify
for listing on the national exchange.”
21. Ballout’s  scheme,  however,  was  foiled  when  the  SEC  suspended  trading  in
Enerkon’s securities on June 22, 2021. According to the SEC’s Press Release dated June 22, 2021,
the  temporary  suspension  was  “due  to,  among  other  things,  lack  of  adequate  and  accurate
information in Enerkon’s quarterly and annual financials” and questions regarding “the accuracy
and  adequacy  of  publicly  disseminated  information  in  press  releases,”  including  the  three  press
releases  discussed  further  below.  Before  the  SEC  suspended  trading,  Ballout  knowingly  or
severely recklessly made materially false statements and omissions and engaged in deceptive acts
in furtherance of his scheme, including but not limited to the examples discussed below.
ii. Ballout Made False and Misleading Statements and Omissions in Enerkon’s Press
Releases Concerning Supposed Business Opportunities Arising from a Covid-19 Test
Device.

22. On  March  9,  2021,  Enerkon  issued  a  press  release,  which  Ballout  authored  and
approved. The press release touted Enerkon’s purported partial acquisition of a U.K. corporation
based in London, England (the “Agent”). It also discussed a Covid-19 test device manufactured
by a Canadian company (the “Manufacturer”), and for which another Canadian company held
exclusive distribution rights (the “Distributor”). In relevant part, the press release stated:
We  are  pleased  to  announce  that  we  have  completed  the  initial  acquisition  of
[Agent] whereby a 40% stake was acquired and an additional 60% is expected to
be acquired additionally in the coming week . . . [Agent] owns distribution rights
to a new COVID-19 Test Device, produced by [Manufacturer] and [Distributor],
which is a rapid (15 seconds) Test Device . . .

23. In  reality,  the  Agent  did  not  own  distribution  rights  to  the  Covid-19  test  device
referenced in the March 9, 2021 press release. In late 2020, Agent entered a sales-representative
agreement   with   the   Distributor,   the   master   distributor   of   products   manufactured   by   the

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Manufacturer. But that agreement did not give Agent any distribution rights to those products. A
subsequent  Memorandum  of  Understanding  dated  January  24,  2021,  between  Distributor  and
Agent also made clear that Agent did not own distribution rights.
24. Distributor’s executives also expressly informed Ballout and Zayed that Agent did
not  own  any  distribution  rights  to  the  Covid-19  test.  Upon  learning  of  the  March  9,  2021  press
release, a Distributor executive sent an email on or around March 17, 2021 to Ballout, copying
Zayed, expressly informing him:
Unfortunately, the information you are sending out in the public to raise funds and
awareness  is  completely  false.  We  have  entertained  discussions  with  [Agent]  to
eventually become a sub-distributor of [Distributor] for the sale and distribution of
various products and services for which we hold the rights through proper and legal
contracts with the patent holder [Manufacturer]. To date no firm contract has been
finalized  or  even  less  signed.  Your  website  is  advertising  false  and  misleading
information. [Agent] does not own the distribution rights to the [Covid-19] insta-
test and does not have any formal rights whatsoever at this time. Because of this I
insist  you  remove  all  mention  of  [Distributor]  and  reference  covid  [sic]  testing
referring to our companies.

25. Ballout  knew,  or  was  severely  reckless  in  not  knowing,  that  the  statement  in  the
March  9,  2021  press  release  that  “[Agent]  owns  distribution  rights  to  a  new  COVID-19  Test
Device, produced by [a Canadian manufacturer] and [Distributor]” was false or misleading at the
time  it  was  made.  Also,  based  on  the  email  the  March  17,  2021  email  from  the  Distributor
executive, Ballout knew or was severely reckless in not knowing that this statement in the March
9, 2021 press release was false or misleading at the time it was made. Yet, Ballout never disclosed
any of the facts in the March 17, 2021 email quoted above, and never disclosed the fact that the
Distributor contacted Enerkon demanding that it take down the false and misleading statements
about Agent’s supposed distribution rights.

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26. On May 11, 2021, Enerkon issued another press release—which Ballout authored
and  approved—that  contained  false  and  misleading  statements  and  omissions  concerning  a
fabricated order for the Covid-19 test.
27. In relevant part, the May 11, 2021 press release stated that Enerkon “announce[d]
today its first Contingent Order for the SARS2 COVID19 15 second ‘Insta Test’ as produced by
[Manufacturer]  with  Co  sales  via  [Distributor]  and  [Agent]  (an  [Enerkon]  wholly  owned
division).” The release quoted Ballout as saying that the “‘order was placed by an NGO operating
in the Dominican Republic from a Major Medical Foundation’” and was valued at “‘$28,000,000
per month’” or “‘$320 Million annually.’” The release further quoted Ballout as saying that the
order  was  “‘a  great  start  for  the  new  company  acquisition  of  [Agent]  and  its  Co  Sales  Partner
[Distributor] in Canada, the main distributor with [Manufacturer].’”
28. As  an  initial  matter,  the  May  11,  2021  press  release  was  false  or  misleading,
because  Ballout  knowingly  or  severely  recklessly  failed  to  disclose  the  facts  discussed  in
paragraphs 22-25 above, including that Agent lacked distribution rights to the Covid 19 test, that
Distributor  sent  him  the  March  17,  2021  email  described  in  paragraph  24  above,  or  any  of  the
material facts stated in that March 17, 2021 email.
29. Further,  the  May  11,  2021  press  release  was  false,  because  there  was  no  multi-
million-dollar order for the Covid-19 test or, for that matter, any order at all.  On April 14, 2021,
Zayed received an email at his email address from an email address associated with a purported
non-governmental  organization  operating  in  the  Dominican  Republic  (the  “NGO”).  The  email
attached  a  letter  of  interest  (“LOI”),  dated  April  15,  2021,  purportedly  from  the  director  of  the
NGO.  The  LOI  contained  a  purchase  order  for  Covid-19  tests  matching  the  description  in
Enerkon’s May 11, 2021 press release.

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30. The LOI showed that it had been copied to Zayed and listed a website purportedly
associated  with  the  NGO.  Records  from  the  website’s  domain  hosts,  however,  show  that  this
website  has  not  been  linked  to  any  entity  called  by  the  given  name  of  the  NGO.  Instead,  these
records list Zayed and Fielding as the contacts for the NGO website and show Fielding’s credit
card as the payment method. Therefore, the reasonable inference is that Zayed fabricated the LOI
and purchase order, then sent an email from the NGO email address (that he controlled) to himself
with the fake LOI and purchase order on April 14, 2021. Zayed then forwarded the email and LOI
he purportedly received from the NGO to the Distributor.
31. After  receiving  the  fake  LOI,  the  Distributor  never  accepted  the  supposed  order
referenced in the press release. Because Distributor never accepted the order, the order could never
generate any revenue even if it was legitimate (which it was not).
32. Ballout  authored  and  authorized  the  press  release,  which  referenced  the  fake
purchase order that he had no way of knowing about other than through Zayed, with whom he had
a longstanding relationship that pre-dated Enerkon. Ballout also had access and authority to use
Fielding’s credit card that was used to pay for the website associated with the NGO. Ballout knew
or was severely reckless in not knowing that the LOI/purchase order was not legitimate, that the
Distributor  did  not  accept  the  LOI/purchase  order,  and  that  the  LOI/purchase  order  could  not
generate any revenue for Agent. Yet, neither Ballout nor Enerkon disclosed these material facts in
the May 11, 2021 press release or any subsequent press release or public filings.
iii. Ballout Made False and Misleading Statements and Omissions in an Enerkon Press
Release Concerning a Power Plant that Enerkon Allegedly Planned to Build.

33. On  May  3,  2021,  Enerkon  issued  a  press  release—which  Ballout  authored  and
approved—quoting  Ballout  as  stating,  “[t]oday,  [Enerkon]  is  pleased  to  announce  the  Signed
Agreement to Purchase of 122 Acres [sic] of Commercial Land in Pennsylvania Turnpike area for

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the establishment of our planned 20 MW Solar and Hydrogen Plant facility.” This press release
was false and misleading.
34. The  “Commercial  Land”  referenced  in  the  press  release  was  actually  zoned
residential,  not  commercial.  According  to  the  Zoning  Officer  for  Penn  Forest  Township,
Pennsylvania, where the land was located, the Township never received any correspondence, re-
zoning applications, or other documents from Enerkon relating to any plan to build an energy plant
there.  Enerkon  also  lacked  the  funds  to  build  a  20  MW  solar  and  hydrogen  plant.  In  addition,
Enerkon never paid the landowner anything, according to the landowner.
35. The  May  3,  2021  press  release  also  included  a  picture  purporting  to  depict
Enerkon’s future solar and hydrogen plant. As presented and captioned, the picture gives the false
and misleading impression of an actual plant that Enerkon had plans to build. In reality, the picture
in the press release depicts a plant located in Japan that is one of the world’s largest hydrogen-
producing  facilities—a  fact  that  is  not  disclosed  in  the  press  release  or  any  of  Enerkon’s  other
public filings.
36. Ballout knew or was severely reckless in not knowing that the May 3, 2021 press
release  contained  the  false  and  misleading  statements  described  in  paragraphs  33-35  above.  He
also knowingly or severely recklessly failed to disclose the material facts described in paragraphs
33-35 above in the May 3, 2021 press release or any other public filing or statement.
iv. Statements Concerning Enerkon’s Financial Condition

37. Ballout caused Enerkon to report on its balance sheet in its OTC Disclosures and
Financial Statements that Enerkon had millions in “Cash.” For example, Enerkon’s balance sheet
included in its June 30, 2018 OTC Disclosure reported more than $65 million in “Cash.”

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38. At the time of these statements and disclosures, Enerkon never had more than $100
cash in its bank account. Ballout testified that the cash balance described above was deferred (or
unearned) revenue. But Enerkon’s financial statements and OTC Disclosures did not disclose that
the reported cash balance described above was either deferred or unearned.
39. As further discussed below, Fielding purportedly made a $180,000 loan to Enerkon
pursuant to a convertible promissory note dated and signed by Ballout, on behalf of Enerkon, on
November 30, 2017. In 2021, Fielding converted the note to Enerkon stock, which he sold for a
profit  of  at  least  $407,000.  However,  certain  of  Enerkon’s  OTC  Disclosures  and  Financial
Statements after the note was purportedly signed by Ballout in November 2017 do not disclose
Fielding’s purported $180,000 loan or his convertible promissory note. For example, Enerkon’s
December 31, 2018 OTC Disclosure and its June 30, 2019 Quarterly OTC Disclosure—both of
which Ballout signed and approved—do not disclose the loan or note. In Enerkon’s September 30,
2019   Quarterly   OTC   Disclosure—which   Ballout   signed   and   approved—Enerkon   publicly
disclosed the purported loan and note.
40. Ballout’s  false  and  misleading  statements  and  omissions  were  material.  They
created  false  and  misleading  impressions  about  Enerkon’s  financial  condition  and  lucrative
business opportunities that did not actually exist.
41. Zayed knowingly or severely recklessly engaged in one or more deceptive acts in
furtherance of Ballout’s scheme to artificially inflate the price of Enerkon’s stock. For example,
Zayed knew, or was severely reckless in not knowing, that at least the March 9, 2021 and May 11,
2021 press releases were false and misleading. On March 17, 2021, a Distributor executive copied
Zayed on the email to Ballout referenced in paragraph 24 above stating that Agent did not own
any  distribution  rights  to  the  Covid-19  test,  as  represented  in  the  March  9,  2021  release.

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Subsequently,  as  discussed  in  paragraphs  29-32  above,  Zayed  created  a  website  for  a  fictitious
NGO  in  the  Dominican  Republic,  fabricated  a  bogus  LOI,  and  emailed  the  bogus  LOI  to  the
Distributor in connection with the alleged purchase order touted in the May 11, 2021 release.
42. Ballout’s fraudulent scheme, and false and misleading statements and omissions,
artificially inflated the price of Enerkon’s stock. For example, on March 8, 2021, Enerkon’s stock
price  closed  at  $0.87  per  share;  after  the  issuance  of  the  false  and  misleading  press  release  on
March  9,  2021,  Enerkon’s  stock  price  closed  at  $0.93  per  share,  an  increase  of  roughly  6.9%.
Investors  bought  or  sold  Enerkon  securities  during  the  course  of  Ballout’s  fraudulent  scheme,
misstatements, and omissions, and suffered pecuniary harm as a result.
C. Defendants  Schemed  to  Convert  a  Bogus  Promissory  Note  Issued  to  Fielding  Into
Shares of Enerkon and Sell Those Shares at Inflated Prices.
43. Between at least May 2019 and June 2021, in coordination with Ballout’s scheme
to pump Enerkon’s stock price, Defendants engaged in a fraudulent scheme to: (1) create a bogus
promissory note purportedly issued by Enerkon to Fielding, (2) convert that bogus note to shares
of Enerkon stock, and (3) sell those shares to a third party at inflated prices.
44. The bogus note was purportedly issued as consideration for a $180,000 loan that
Fielding allegedly made to Enerkon on or before November 30, 2017. The note, which identifies
Fielding as the creditor and Enerkon as the debtor, was purportedly signed by Ballout on behalf of
Enerkon on November 30, 2017. The note provided that Enerkon was obligated to repay Fielding
the  principal  sum  of  $180,000  on  or  before  November  30,  2018.  Should  Enerkon  fail  to  timely
repay Fielding in full, the note gave Fielding the right to convert the note to a designated number
of shares of Enerkon stock.
45. However,  the  note  was  created  in  furtherance  of  the  fraudulent  scheme.  Fielding
did not loan Enerkon $180,000 on or before November 30, 2017 or at any other time. The note

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was also backdated. It appears that the note was actually created and signed on or about May 9,
2019, when Fielding received an email from an “Enerkon International” email address attaching
the  “FINAL  SIGNED”  promissory  note.  Ballout  purportedly  signed  the  note  as  Enerkon’s
“Chairman” on November 30, 2017, but in fact, he did not become affiliated with Enerkon until
February  2018—more  than  two  months  after  the  date  he  purportedly  signed  the  note.  Also,  in
Enerkon’s  September  30,  2019  Quarterly  OTC  Disclosure,  Enerkon  publicly  disclosed  the
purported  loan  and  note.  But  Enerkon’s  OTC  Disclosures  prior  to  September  30,  2019  do  not
disclose or mention the purported note and loan. That includes, for example, Enerkon’s December
31,  2018  OTC  Disclosure  and  its  June  30,  2019  Quarterly  OTC  Disclosure,  neither  of  which
disclosed the purported loan and note.
46. Fielding subsequently took steps to convert the bogus note into shares of Enerkon
stock. On March 20, 2021, Enerkon’s transfer agent received documents relating to the conversion
of Fielding’s bogus promissory note from Fielding’s email account. Attached to that email were
documents purporting to be evidence of the alleged $180,000 loan to Enerkon, including (a) an
invoice  Enerkon  purportedly  issued  to  Fielding  for  three  payments  totaling  $180,000,  and
(b)  Fielding’s  purported  bank  account  statement,  which  listed  three  payments  to  Enerkon  in
October 2017 totaling $180,000, consistent with the Enerkon invoice. However, Fielding’s bank
statement was fabricated. His actual bank statement from this period does not reflect these three
payments. In truth, Fielding never paid $180,000 to or on behalf of Enerkon in or around October
2017, and the statement that was sent to Enerkon’s transfer agent from Fielding’s email account
supporting his request to obtain Enerkon shares was fabricated.
47. In  the  March  20,  2021  email  to  Enerkon’s  transfer  agent  from  Fielding’s  email
account, a Debt Conversion Notice and Seller’s Representation Letter were attached, both of which

15

Fielding signed. The Debt Conversion Notice falsely represented that the bogus promissory note
was  entered  into  in  November  2017.  The  Seller’s  Representation  Letter  falsely  represented  that
the note was entered into in November 2017 and that Fielding’s shares were acquired through a
loan to Enerkon that, in fact, he never made.
48. Ballout  acted  knowingly  or  with  severe  recklessness  in  furtherance  of  the  bogus
note scheme. For example, Ballout executed the bogus promissory note as Chairman of Enerkon,
even though the note was backdated and, as of the purported date of the note (November 30, 2017),
he had no affiliation with Enerkon or authority to issue a promissory note on Enerkon’s behalf. On
or  around  March  20,  2021,  Ballout  emailed  Enerkon’s  transfer  agent  and  attached  a  March  19,
2021 “Issuance Resolution” (which he signed as “CEO” of Enerkon) falsely representing that the
promissory note was issued to Fielding on November 30, 2017.
49. On or around May 11, 2021, Ballout emailed Enerkon’s transfer agent and wrote in
the subject line: “Final conversion of Note for Fielding documents attached as per his request and
our permission.” Ballout attached to that email to the transfer agent, among other things, the bogus
note as well as an Enerkon Board Resolution and Debt  Conversion  Notice,  both  of  which  were
dated  May  9,  2021,  signed  by  Ballout,  and  falsely  represented  that  on  November  30,  2017  the
bogus note was issued to Fielding and that Enerkon incurred the underlying debt.
50. Likewise, Zayed acted knowingly or with severe recklessness, in coordination with
Fielding  and  Ballout,  in  furtherance  of  Defendants’  bogus  promissory  note  scheme.  Fielding
testified  that  he  believed  Zayed  prepared  at  least  some  of  the  documents  that  Fielding  sent  to
Enerkon’s  transfer  agent  in  connection  with  the  conversion  of  the  bogus  promissory  note.
Similarly, emails between Zayed and Fielding further indicate that Zayed prepared—or directed
lawyers  or  other  professionals  to  prepare—other  documents  in  connection  with  Fielding’s

16

conversion of the bogus promissory note and sales of Enerkon shares, including but not limited to
legal opinions, affidavits, letters, and agreements. Zayed sent those documents to Fielding for his
review, approval, and, when necessary, his signature.
51. As a further example of Zayed’s involvement, Zayed emailed Fielding on or around
January 10, 2021 to provide Fielding with a status report on the conversion of the bogus promissory
note to Enerkon shares. Zayed listed a number of steps that were either planned or completed to
effectuate  the  conversion,  including  the  issuance  of  an  Enerkon  “corporate  resolution  last  year
dated to comply with the holding period” and documents that needed to be prepared and sent to
the  transfer  agent.  He  also  advised  Fielding  about  the  timing  of  when  they  should  try  to  sell
Fielding’s Enerkon shares to maximize their return. Following this update and list of next steps,
Zayed  told  Fielding  that  once  they  finished  their  current  set  of  transactions,  then  “we  will  get
MORE free shares from BEN [Ballout] then after that and DO IT AGAIN ....”
52. As  a  result  of  the  documents  sent  to  Enerkon’s  transfer  agent  discussed  in
paragraphs  46-49  above,  Fielding  successfully  converted  the  bogus  promissory  note  to  at  least
9,000,000 unrestricted shares of Enerkon stock.
53. Ballout  and  Zayed  then  negotiated  the  sale  of  Fielding’s  stock  with  a  third-party
investor who purchased the shares.  For example, on February 24, 2021, Ballout emailed the third-
party investor, thanking the investor for the offer to Fielding, but noting that he “would be insulting
him [Fielding]” if he shared it with Fielding. On March 5, 2021, Zayed—holding himself out as
an advisor to Fielding and Enerkon—emailed the third-party investor and conveyed that Fielding
wanted  to  wait  to  sell  his  Enerkon  stock  until  there  were  “better  market  conditions.”  Just  days
later—on  March  9,  2021—  Enerkon  issued  the  press  release  announcing  the  distribution  rights
purportedly owned by Agent, discussed in paragraphs 22-25 above.

17

54. Weeks later, between May 19, 2021 and May 27, 2021, Fielding sold his Enerkon
shares to that same third-party investor at prices inflated by the false and misleading statements
and omissions discussed in paragraphs 17-42 above, receiving a total profit of $407,000.
55. Before  the  sale,  Fielding  agreed  to  provide  Zayed  a  share  of  the  sales  proceeds.
True to his word, Fielding sent Zayed $96,000 from the sales proceeds following the sale.
56. Fielding also entered into an agreement with a third-party investor on or about June
7,  2021  to  sell  additional  Enerkon  shares  for  $569,000,  but  it  does  not  appear  that  he  received
payment pursuant to this agreement.
VI. CLAIMS FOR RELIEF
FIRST CLAIM FOR RELIEF
Violations of Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and (3)]
(Against All Defendants)
57. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully
set forth hereunder.
58. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs
13-56 above, Defendants, directly or indirectly, in the offer or sale of securities, by the use of the
means or instruments of transportation or communication in interstate commerce or by use of the
mails, have:
 employed a device, scheme, or artifice to defraud; and/or
 engaged  in  a  transaction,  practice,  or  course  of  business  which  operated  or
would operate as a fraud or deceit upon the purchaser.
59. With regard to the violations of Section 17(a)(1), Defendants acted with scienter
and  engaged  in  the  referenced  acts  knowingly  or  with  severe  recklessness.  With  regard  to  the
violations of Section 17(a)(3), Defendants acted at least negligently.

18

60. By  reason  of  the  foregoing,  Defendants  have  violated,  and  unless  enjoined  will
continue to violate, Section 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1) and (3)].
SECOND CLAIM FOR RELIEF
Violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]
(Against Zayed and Fielding)
61. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully
set forth hereunder.
62. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs
13-56  above,  Defendants  Zayed  and  Fielding,  directly  or  indirectly,  in  the  offer  or  sale  of
securities, by the use of the means or instruments of transportation or communication in interstate
commerce or by use of the mails, have obtained money or property by means of an untrue statement
of a material fact or an omission to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.
63. With regard to the violations of Section 17(a)(2), Zayed and Fielding acted at least
negligently.
64. By  reason  of  the  foregoing,  Defendants  Zayed  and  Fielding  have  violated,  and
unless  enjoined  will  continue  to  violate,  Section  17(a)(2)  of  the  Securities  Act  [15  U.S.C.
§ 77q(a)(2)].
THIRD CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]
(Against All Defendants)
65. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully
set forth hereunder.

19

66. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs
13-56 above, Defendants, directly or indirectly, singly or in concert with others, in connection with
the  purchase  or  sale  of  securities,  by  the  use  of  any  means  or  instrumentality  of  interstate
commerce, or of the mails or of any facility of any national securities exchange:
 employed a device, scheme, or artifice to defraud; and/or
 engaged  in  acts,  practices,  or  courses  of  business  which  operated,  or  would
operate, as a fraud or deceit upon any person.
67. With  regard  to  the  violations  of  Section  10(b)  and  Rules  10b-5(a)  and  (c),
Defendants  acted  with  scienter  and  engaged  in  the  referenced  acts  knowingly  or  with  severe

recklessness.
68. By  reason  of  the  foregoing,  Defendants  have  violated,  and  unless  enjoined  will
continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a)
and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].
FOURTH CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]
(Against Ballout and Fielding)
69. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully
set forth hereunder.
70. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs
13-56  above,  Defendants  Ballout  and  Fielding,  directly  or  indirectly,  singly  or  in  concert  with
others,  in  connection  with  the  purchase  or  sale  of  securities,  by  the  use  of  any  means  or
instrumentality of interstate commerce, or of the mails or of any facility of any national securities
exchange made untrue statements of material facts or omitted to state material facts necessary in

20

order to make the statements made, in light of the circumstances under which they were made, not
misleading.
71. With  regard  to  the  violations  of  Section  10(b)  and  Rule  10b-5(b),  Ballout  and
Fielding  acted  with  scienter  and  engaged  in  the  referenced  acts  knowingly  or  with  severe
recklessness.
72. By  reason  of  the  foregoing,  Defendants  Ballout  and  Fielding  have  violated,  and
unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
VII. PRAYER FOR RELIEF
73. WHEREFORE,  the  SEC  respectfully  requests  that  this  Court  enter  a  Final
Judgment:
 Permanently  restraining  and  enjoining  Ballout  from  violating,  directly  or
indirectly, Sections 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act
and Rule 10b-5 thereunder;
 Permanently  restraining  and  enjoining  Zayed  from  violating,  directly  or
indirectly, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules
10b-5(a) and (c) thereunder;
 Permanently restraining and enjoining Fielding from violating, directly or
indirectly,  Section  17(a)  of  the  Securities  Act  and  Section  10(b)  of  the  Exchange  Act  and  Rule
10b-5 thereunder;
 Permanently restraining and enjoining Ballout, pursuant to Section 20(e) of
the Securities Act and Section 21(d)(2) of the Exchange Act, from acting or serving as an officer

21

or  director  of  any  issuer  that  has  a  class  of  securities  registered  pursuant  to  Section  12  of  the
Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act;
 Permanently  restraining  and  enjoining  Defendants,  pursuant  to  Section
20(g)(1)  of  the  Securities  Act  [15  U.S.C.  §  77t(g)(1)]  and  Section  21(d)(6)(A)  of  the  Exchange
Act  [15  U.S.C.  §  78u(d)(6)(A)],  from  participating  in  an  offering  of  penny  stock,  including
engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing
or  attempting  to  induce  the  purchase  or  sale  of  any  penny  stock.  A  penny  stock  is  any  equity
security  that  has  a  price  of  less  than  five  dollars,  except  as  provided  in  Rule  3a51-1  under  the
Exchange Act [17 C.F.R. § 240.3a51-1];
 Ordering Fielding and Zayed to disgorge all ill-gotten gains they received
as a result of the violations alleged herein, together with pre-judgment interest thereon, pursuant
to the Court’s equitable powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act;
 Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the
Securities Act and Section 21(d)(3) of the Exchange Act; and
 Granting such other and further relief as this Court may deem appropriate,
just, equitable, and/or necessary.
VIII. JURY DEMAND

74. The SEC demands trial by jury in this action on all issues so triable.

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Dated:  September 23, 2024       Respectfully submitted,

/s/ Patrick Disbennett_________
      Patrick Disbennett
S.D. Fla. Special Bar ID A5503234
Securities and Exchange Commission
801 Cherry Street, Suite 1900
Fort Worth, Texas 76102
Tel: (817) 266-9633 (Disbennett)
[email protected]

Attorney for Plaintiff

1 
 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

SECURITIES AND EXCHANGE COMMISSION, 

   Plaintiff, 

 v. 

BENJAMIN BALLOUT, 
MOHAMED ZAYED, and 
WILLIAM FIELDING, 
 

 Defendants.  
 

 

 
         

        Civ. Action No. 9:24-cv-81170 

    JURY TRIAL DEMANDED 

 

COMPLAINT 

The Securities and Exchange Commission (“SEC”) files this Complaint against Benjamin 

Ballout (“Ballout”), Mohamed Zayed (“Zayed”), and William Fielding (“Fielding”) (collectively, 

“Defendants”), and alleges as follows: 

I. SUMMARY  

1. Defendants engaged in a fraudulent scheme to pump and dump the publicly traded 

stock of Enerkon Solar International, Inc. (“Enerkon”). As the sole officer and controlling 

shareholder of Enerkon, Ballout schemed to inflate Enerkon’s stock price primarily through false 

and misleading statements and omissions in its public statements and disclosures to investors. With 

the help of Ballout, Fielding and Zayed then profited from the scheme through the conversion of 

a bogus promissory note into Enerkon stock, which they sold to a third party at inflated prices.     

2. Ballout acquired a controlling interest in Enerkon in or around February 2018, and 

thereafter became Enerkon’s sole officer. Enerkon was a penny-stock company that had no 

employees (aside from Ballout) or legitimate business operations. Ballout made a series of false 

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and misleading statements and omissions to pump Enerkon’s stock price, including misstatements 

and omissions about Enerkon’s supposed business opportunities, assets, and liabilities.    

3. For example, in 2021, Ballout authored and issued three press releases falsely 

claiming that Enerkon: (1) acquired a company with distribution rights to a Covid-19 instant test, 

(2) received a $28 million order for the tests, and (3) purchased 122 acres in Pennsylvania to build 

a power plant. Zayed, who had a longstanding relationship with Ballout, fabricated a bogus 

purchase order purporting to evidence the $28 million order. On June 22, 2021, based on these 

press releases and questions concerning the accuracy of other public statements or disclosures that 

Enerkon made to investors, the SEC temporarily suspended trading in Enerkon’s securities. 

4. Prior to the trading suspension, Fielding and Zayed coordinated with Ballout to 

capitalize on the inflated price of Enerkon’s stock. They did so through a convertible promissory 

note that Enerkon issued to Fielding as purported consideration for a $180,000 loan. In reality, 

Fielding never made a $180,000 loan to Enerkon, and the note was backdated to November 2017 

and signed by Ballout, even though he had no affiliation with Enerkon in November 2017. In 

March 2021, Enerkon’s transfer agent received an email from Fielding’s email account, instructing 

the transfer agent to convert the bogus promissory note into Enerkon stock. The email attached a 

fabricated Fielding bank account statement and other false records, purporting to evidence his 

alleged $180,000 loan. Relying on these false documents, the transfer agent issued Enerkon stock 

to Fielding as instructed. In transactions coordinated and negotiated on his behalf by Zayed and 

Ballout, Fielding then sold a portion of his Enerkon shares to a third-party investor for $407,000. 

Fielding later paid $96,000 of the trading profits to Zayed for his role in the fraudulent scheme.      

5. By engaging in the acts and conduct alleged herein, Defendants violated the 

antifraud provisions of the federal securities laws. In the interest of protecting the public from 

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3 
 

further violations and enforcing the federal securities laws, the SEC brings this action seeking 

permanent injunctive relief, disgorgement of ill-gotten gains plus prejudgment interest, civil 

penalties, and all other equitable and ancillary relief the Court deems necessary and proper. 

II. JURISDICTION AND VENUE 

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

20(b) and 20(d) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)] 

and Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§ 78u(d) and 78u(e)]. 

7. This Court has jurisdiction over this action pursuant to Sections 20 and 22(a) of the 

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

Act [15 U.S.C. §§ 78u(d), (e), and 78aa]. Defendants, directly or indirectly, made use of the mails 

or means or instrumentalities of interstate commerce, and/or made use of the mails or means or 

instruments of transportation or communication, or of facilities of a national securities exchange 

in interstate commerce, in connection with the acts, practices, transactions, and courses of business 

alleged in this Complaint.  

8. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Certain acts, practices, 

transactions, and courses of business constituting violations of the securities laws alleged herein 

occurred within this District. At all relevant times, Fielding resided in this District during the 

course of the relevant events in this case. In addition, Fielding served as the registered agent of 

Enerkon, at an address in this District, during at least part of the relevant events in this case. The 

false and misleading statements and omissions in Enerkon’s press releases and public disclosures 

alleged herein were published to investors in this District.  

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III. DEFENDANTS 

9. Defendant Ballout is a resident of Canton, Michigan. Between February 2018 and 

October 6, 2022, he was the President, Chief Executive Officer (“CEO”), and Chief Financial 

Officer (“CFO”) of Enerkon, as well as a member of its Board of Directors.  

10. Defendant Zayed is a citizen and resident of Egypt. In 1997, Zayed was indicted by 

a federal grand jury for wire fraud, scheme to defraud, and money laundering, and a warrant was 

issued for his arrest. See United States v. Zayed, No. 1:97-CR-0039 (E.D. Tenn.). In 1998, the SEC 

sued Zayed for securities fraud in connection with the promotion and sale of the stock of Genesis 

International Financial Services, Inc., alleging that he used fraudulent financial statements and 

press releases to deceive prospective investors. See SEC v. Zayed, No. 1:98-CV-327 (E.D. Tenn.); 

SEC Lit. Release No. 15907 (Sept. 24, 1998). The SEC was not able to serve Zayed with that 

lawsuit and subsequently dismissed its claims against Zayed without prejudice.  

11. Defendant Fielding is a resident of Delray Beach, Florida. He was formerly the 

registered agent of Enerkon, including during at least part of the relevant events discussed herein.  

IV. RELATED ENTITY 

12. Enerkon was a Nevada corporation with its principal place of business in New 

York, New York. Its common stock was quoted and traded on over-the-counter (“OTC”) markets 

under the symbol “ENKS.” It published OTC Disclosure Statements and OTC Financial Reports 

pursuant to the Pink Basic Disclosure Guidelines through a publicly available website maintained 

by OTC Markets Group, Inc. On June 22, 2021, the SEC suspended trading in Enerkon’s securities 

pursuant to Section 12(k) of the Securities Act. On or about October 6, 2022, Enerkon was sold to 

new investors who subsequently renamed it and put in new management.  

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V. FACTS 

A. Defendants and Enerkon  

13. Ballout became Enerkon’s President, CEO, and CFO in or around February 8, 2018, 

after acquiring a controlling interest in the company from its prior owner, and he remained its sole 

officer until approximately October 6, 2022. Between February 2018 and October 2022, Ballout 

drafted Enerkon’s press releases and had sole authority to approve them. He also drafted and 

approved all of Enerkon’s OTC Disclosures, OTC Financial Reports, and other public filings.  

14. Fielding and Zayed have a longstanding business relationship through a company 

that they jointly own that focuses on defense/security in the Middle East. Through that work and 

before Ballout acquired a controlling interest in Enerkon, Fielding and Zayed met and developed 

a relationship with Ballout, who was also working in the defense/security industry at the time.  

15. Subsequently, Fielding and Zayed became involved in Enerkon, with Zayed acting 

in an unofficial role and Fielding serving as its registered agent. Fielding also purported to be 

Enerkon’s lender and shareholder through a bogus promissory note that he converted to shares of 

Enerkon, as further discussed below.  

16. Informally, Fielding let Ballout and Zayed use his credit cards to pay miscellaneous 

expenses for Enerkon, including Enerkon expenses relating to OTC administrative fees, publishing 

press releases, domain hosting fees, and other similar charges. These charges were typically in the 

range of $2,000–$3,000 per month, and were commingled with charges that Fielding, Ballout, or 

Zayed made on the same credit cards for expenses unrelated to Enerkon. Fielding testified that he 

was reimbursed for some of these monthly charges relating to Enerkon, but not all. It does not 

appear that Enerkon contemporaneously or formally: (i) accounted in its books and records for the 

expenses that were paid for with Fielding’s credit cards; or (ii) disclosed these expenses in its OTC 

Disclosures, OTC Financial Statements, or other public disclosures.  

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B. Ballout Made a Series of False and Misleading Statements and Omissions to Investors 
in Furtherance of His Scheme to Inflate Enerkon’s Stock Price.  

17. Shortly after acquiring a controlling interest in Enerkon in February 2018 and 

continuing until the SEC suspended trading in Enerkon’s securities on June 22, 2021, Ballout 

knowingly or severely recklessly engaged in a scheme to inflate the price of Enerkon’s publicly 

traded stock. He sought to accomplish this scheme primarily through false and misleading 

statements and omissions in Enerkon’s press releases and public filings—all of which he authored 

and approved as the sole officer of Enerkon. These false and misleading statements and omissions 

created false and misleading impressions about Enerkon’s supposed business opportunities, assets, 

and liabilities.  

i. Ballout’s Scheme to Pump Enerkon’s Stock Price  
 

18. As the controlling shareholder in Enerkon, Ballout had a strong financial 

motivation to pump Enerkon’s stock price. During the course of his scheme, Ballout owned 33 

million shares of Enerkon stock, more than 50% of its outstanding stock. By increasing the value 

of Enerkon stock, he stood to make a significant profit through the eventual sale of his shares.  

19. However, Enerkon was not engaged in any known profit-generating business. At 

all relevant times, Enerkon’s bank account had less than $100. And following Ballout’s acquisition 

of Enerkon, he relied on Fielding’s personal credit card to help fund Enerkon’s operating expenses.  

20. Rather than work to improve Enerkon’s business or to enhance its underlying 

financial value, Ballout developed and implemented a scheme to artificially inflate the price of 

Enerkon’s stock. To that end, by at least early 2021, Ballout touted plans to increase Enerkon’s 

stock price above $4.00 per share to qualify for listing on the Nasdaq stock exchange. In a March 

2021 press release, for example, Ballout cited the company’s continued plans to qualify for trading 

on Nasdaq. In another press release dated May 20, 2021, Ballout again cited Enerkon’s “UP List 

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Plans to the NASDAQ market which maintains a minimum share entry price of $4.00 to qualify 

for listing on the national exchange.”  

21. Ballout’s scheme, however, was foiled when the SEC suspended trading in 

Enerkon’s securities on June 22, 2021. According to the SEC’s Press Release dated June 22, 2021, 

the temporary suspension was “due to, among other things, lack of adequate and accurate 

information in Enerkon’s quarterly and annual financials” and questions regarding “the accuracy 

and adequacy of publicly disseminated information in press releases,” including the three press 

releases discussed further below. Before the SEC suspended trading, Ballout knowingly or 

severely recklessly made materially false statements and omissions and engaged in deceptive acts 

in furtherance of his scheme, including but not limited to the examples discussed below.  

ii. Ballout Made False and Misleading Statements and Omissions in Enerkon’s Press 
Releases Concerning Supposed Business Opportunities Arising from a Covid-19 Test 
Device. 

 
22. On March 9, 2021, Enerkon issued a press release, which Ballout authored and 

approved. The press release touted Enerkon’s purported partial acquisition of a U.K. corporation 

based in London, England (the “Agent”). It also discussed a Covid-19 test device manufactured 

by a Canadian company (the “Manufacturer”), and for which another Canadian company held 

exclusive distribution rights (the “Distributor”). In relevant part, the press release stated:    

We are pleased to announce that we have completed the initial acquisition of 
[Agent] whereby a 40% stake was acquired and an additional 60% is expected to 
be acquired additionally in the coming week . . . [Agent] owns distribution rights 
to a new COVID-19 Test Device, produced by [Manufacturer] and [Distributor], 
which is a rapid (15 seconds) Test Device . . .    
 
23. In reality, the Agent did not own distribution rights to the Covid-19 test device 

referenced in the March 9, 2021 press release. In late 2020, Agent entered a sales-representative 

agreement with the Distributor, the master distributor of products manufactured by the 

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Manufacturer. But that agreement did not give Agent any distribution rights to those products. A 

subsequent Memorandum of Understanding dated January 24, 2021, between Distributor and 

Agent also made clear that Agent did not own distribution rights.  

24. Distributor’s executives also expressly informed Ballout and Zayed that Agent did 

not own any distribution rights to the Covid-19 test. Upon learning of the March 9, 2021 press 

release, a Distributor executive sent an email on or around March 17, 2021 to Ballout, copying 

Zayed, expressly informing him:  

Unfortunately, the information you are sending out in the public to raise funds and 
awareness is completely false. We have entertained discussions with [Agent] to 
eventually become a sub-distributor of [Distributor] for the sale and distribution of 
various products and services for which we hold the rights through proper and legal 
contracts with the patent holder [Manufacturer]. To date no firm contract has been 
finalized or even less signed. Your website is advertising false and misleading 
information. [Agent] does not own the distribution rights to the [Covid-19] insta-
test and does not have any formal rights whatsoever at this time. Because of this I 
insist you remove all mention of [Distributor] and reference covid [sic] testing 
referring to our companies.  
 
25. Ballout knew, or was severely reckless in not knowing, that the statement in the 

March 9, 2021 press release that “[Agent] owns distribution rights to a new COVID-19 Test 

Device, produced by [a Canadian manufacturer] and [Distributor]” was false or misleading at the 

time it was made. Also, based on the email the March 17, 2021 email from the Distributor 

executive, Ballout knew or was severely reckless in not knowing that this statement in the March 

9, 2021 press release was false or misleading at the time it was made. Yet, Ballout never disclosed 

any of the facts in the March 17, 2021 email quoted above, and never disclosed the fact that the 

Distributor contacted Enerkon demanding that it take down the false and misleading statements 

about Agent’s supposed distribution rights.  

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26. On May 11, 2021, Enerkon issued another press release—which Ballout authored 

and approved—that contained false and misleading statements and omissions concerning a 

fabricated order for the Covid-19 test.  

27. In relevant part, the May 11, 2021 press release stated that Enerkon “announce[d] 

today its first Contingent Order for the SARS2 COVID19 15 second ‘Insta Test’ as produced by 

[Manufacturer] with Co sales via [Distributor] and [Agent] (an [Enerkon] wholly owned 

division).” The release quoted Ballout as saying that the “‘order was placed by an NGO operating 

in the Dominican Republic from a Major Medical Foundation’” and was valued at “‘$28,000,000 

per month’” or “‘$320 Million annually.’” The release further quoted Ballout as saying that the 

order was “‘a great start for the new company acquisition of [Agent] and its Co Sales Partner 

[Distributor] in Canada, the main distributor with [Manufacturer].’”   

28. As an initial matter, the May 11, 2021 press release was false or misleading, 

because Ballout knowingly or severely recklessly failed to disclose the facts discussed in 

paragraphs 22-25 above, including that Agent lacked distribution rights to the Covid 19 test, that 

Distributor sent him the March 17, 2021 email described in paragraph 24 above, or any of the 

material facts stated in that March 17, 2021 email.   

29. Further, the May 11, 2021 press release was false, because there was no multi-

million-dollar order for the Covid-19 test or, for that matter, any order at all.  On April 14, 2021, 

Zayed received an email at his email address from an email address associated with a purported 

non-governmental organization operating in the Dominican Republic (the “NGO”). The email 

attached a letter of interest (“LOI”), dated April 15, 2021, purportedly from the director of the 

NGO. The LOI contained a purchase order for Covid-19 tests matching the description in 

Enerkon’s May 11, 2021 press release.  

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30. The LOI showed that it had been copied to Zayed and listed a website purportedly 

associated with the NGO. Records from the website’s domain hosts, however, show that this 

website has not been linked to any entity called by the given name of the NGO. Instead, these 

records list Zayed and Fielding as the contacts for the NGO website and show Fielding’s credit 

card as the payment method. Therefore, the reasonable inference is that Zayed fabricated the LOI 

and purchase order, then sent an email from the NGO email address (that he controlled) to himself 

with the fake LOI and purchase order on April 14, 2021. Zayed then forwarded the email and LOI 

he purportedly received from the NGO to the Distributor.  

31. After receiving the fake LOI, the Distributor never accepted the supposed order 

referenced in the press release. Because Distributor never accepted the order, the order could never 

generate any revenue even if it was legitimate (which it was not).  

32. Ballout authored and authorized the press release, which referenced the fake 

purchase order that he had no way of knowing about other than through Zayed, with whom he had 

a longstanding relationship that pre-dated Enerkon. Ballout also had access and authority to use 

Fielding’s credit card that was used to pay for the website associated with the NGO. Ballout knew 

or was severely reckless in not knowing that the LOI/purchase order was not legitimate, that the 

Distributor did not accept the LOI/purchase order, and that the LOI/purchase order could not 

generate any revenue for Agent. Yet, neither Ballout nor Enerkon disclosed these material facts in 

the May 11, 2021 press release or any subsequent press release or public filings.  

iii. Ballout Made False and Misleading Statements and Omissions in an Enerkon Press 
Release Concerning a Power Plant that Enerkon Allegedly Planned to Build.  

 
33. On May 3, 2021, Enerkon issued a press release—which Ballout authored and 

approved—quoting Ballout as stating, “[t]oday, [Enerkon] is pleased to announce the Signed 

Agreement to Purchase of 122 Acres [sic] of Commercial Land in Pennsylvania Turnpike area for 

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the establishment of our planned 20 MW Solar and Hydrogen Plant facility.” This press release 

was false and misleading.   

34. The “Commercial Land” referenced in the press release was actually zoned 

residential, not commercial. According to the Zoning Officer for Penn Forest Township, 

Pennsylvania, where the land was located, the Township never received any correspondence, re-

zoning applications, or other documents from Enerkon relating to any plan to build an energy plant 

there. Enerkon also lacked the funds to build a 20 MW solar and hydrogen plant. In addition, 

Enerkon never paid the landowner anything, according to the landowner.  

35. The May 3, 2021 press release also included a picture purporting to depict 

Enerkon’s future solar and hydrogen plant. As presented and captioned, the picture gives the false 

and misleading impression of an actual plant that Enerkon had plans to build. In reality, the picture 

in the press release depicts a plant located in Japan that is one of the world’s largest hydrogen-

producing facilities—a fact that is not disclosed in the press release or any of Enerkon’s other 

public filings.  

36. Ballout knew or was severely reckless in not knowing that the May 3, 2021 press 

release contained the false and misleading statements described in paragraphs 33-35 above. He 

also knowingly or severely recklessly failed to disclose the material facts described in paragraphs 

33-35 above in the May 3, 2021 press release or any other public filing or statement.  

iv. Statements Concerning Enerkon’s Financial Condition 
 

37. Ballout caused Enerkon to report on its balance sheet in its OTC Disclosures and 

Financial Statements that Enerkon had millions in “Cash.” For example, Enerkon’s balance sheet 

included in its June 30, 2018 OTC Disclosure reported more than $65 million in “Cash.”  

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38. At the time of these statements and disclosures, Enerkon never had more than $100 

cash in its bank account. Ballout testified that the cash balance described above was deferred (or 

unearned) revenue. But Enerkon’s financial statements and OTC Disclosures did not disclose that 

the reported cash balance described above was either deferred or unearned.  

39. As further discussed below, Fielding purportedly made a $180,000 loan to Enerkon 

pursuant to a convertible promissory note dated and signed by Ballout, on behalf of Enerkon, on 

November 30, 2017. In 2021, Fielding converted the note to Enerkon stock, which he sold for a 

profit of at least $407,000. However, certain of Enerkon’s OTC Disclosures and Financial 

Statements after the note was purportedly signed by Ballout in November 2017 do not disclose 

Fielding’s purported $180,000 loan or his convertible promissory note. For example, Enerkon’s 

December 31, 2018 OTC Disclosure and its June 30, 2019 Quarterly OTC Disclosure—both of 

which Ballout signed and approved—do not disclose the loan or note. In Enerkon’s September 30, 

2019 Quarterly OTC Disclosure—which Ballout signed and approved—Enerkon publicly 

disclosed the purported loan and note.   

40. Ballout’s false and misleading statements and omissions were material. They 

created false and misleading impressions about Enerkon’s financial condition and lucrative 

business opportunities that did not actually exist.  

41. Zayed knowingly or severely recklessly engaged in one or more deceptive acts in 

furtherance of Ballout’s scheme to artificially inflate the price of Enerkon’s stock. For example, 

Zayed knew, or was severely reckless in not knowing, that at least the March 9, 2021 and May 11, 

2021 press releases were false and misleading. On March 17, 2021, a Distributor executive copied 

Zayed on the email to Ballout referenced in paragraph 24 above stating that Agent did not own 

any distribution rights to the Covid-19 test, as represented in the March 9, 2021 release. 

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Subsequently, as discussed in paragraphs 29-32 above, Zayed created a website for a fictitious 

NGO in the Dominican Republic, fabricated a bogus LOI, and emailed the bogus LOI to the 

Distributor in connection with the alleged purchase order touted in the May 11, 2021 release. 

42. Ballout’s fraudulent scheme, and false and misleading statements and omissions, 

artificially inflated the price of Enerkon’s stock. For example, on March 8, 2021, Enerkon’s stock 

price closed at $0.87 per share; after the issuance of the false and misleading press release on 

March 9, 2021, Enerkon’s stock price closed at $0.93 per share, an increase of roughly 6.9%. 

Investors bought or sold Enerkon securities during the course of Ballout’s fraudulent scheme, 

misstatements, and omissions, and suffered pecuniary harm as a result.   

C. Defendants Schemed to Convert a Bogus Promissory Note Issued to Fielding Into 
Shares of Enerkon and Sell Those Shares at Inflated Prices.  

43. Between at least May 2019 and June 2021, in coordination with Ballout’s scheme 

to pump Enerkon’s stock price, Defendants engaged in a fraudulent scheme to: (1) create a bogus 

promissory note purportedly issued by Enerkon to Fielding, (2) convert that bogus note to shares 

of Enerkon stock, and (3) sell those shares to a third party at inflated prices.  

44. The bogus note was purportedly issued as consideration for a $180,000 loan that 

Fielding allegedly made to Enerkon on or before November 30, 2017. The note, which identifies 

Fielding as the creditor and Enerkon as the debtor, was purportedly signed by Ballout on behalf of 

Enerkon on November 30, 2017. The note provided that Enerkon was obligated to repay Fielding 

the principal sum of $180,000 on or before November 30, 2018. Should Enerkon fail to timely 

repay Fielding in full, the note gave Fielding the right to convert the note to a designated number 

of shares of Enerkon stock. 

45. However, the note was created in furtherance of the fraudulent scheme. Fielding 

did not loan Enerkon $180,000 on or before November 30, 2017 or at any other time. The note 

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was also backdated. It appears that the note was actually created and signed on or about May 9, 

2019, when Fielding received an email from an “Enerkon International” email address attaching 

the “FINAL SIGNED” promissory note. Ballout purportedly signed the note as Enerkon’s 

“Chairman” on November 30, 2017, but in fact, he did not become affiliated with Enerkon until 

February 2018—more than two months after the date he purportedly signed the note. Also, in 

Enerkon’s September 30, 2019 Quarterly OTC Disclosure, Enerkon publicly disclosed the 

purported loan and note. But Enerkon’s OTC Disclosures prior to September 30, 2019 do not 

disclose or mention the purported note and loan. That includes, for example, Enerkon’s December 

31, 2018 OTC Disclosure and its June 30, 2019 Quarterly OTC Disclosure, neither of which 

disclosed the purported loan and note.   

46. Fielding subsequently took steps to convert the bogus note into shares of Enerkon 

stock. On March 20, 2021, Enerkon’s transfer agent received documents relating to the conversion 

of Fielding’s bogus promissory note from Fielding’s email account. Attached to that email were 

documents purporting to be evidence of the alleged $180,000 loan to Enerkon, including (a) an 

invoice Enerkon purportedly issued to Fielding for three payments totaling $180,000, and 

(b) Fielding’s purported bank account statement, which listed three payments to Enerkon in 

October 2017 totaling $180,000, consistent with the Enerkon invoice. However, Fielding’s bank 

statement was fabricated. His actual bank statement from this period does not reflect these three 

payments. In truth, Fielding never paid $180,000 to or on behalf of Enerkon in or around October 

2017, and the statement that was sent to Enerkon’s transfer agent from Fielding’s email account 

supporting his request to obtain Enerkon shares was fabricated.  

47. In the March 20, 2021 email to Enerkon’s transfer agent from Fielding’s email 

account, a Debt Conversion Notice and Seller’s Representation Letter were attached, both of which 

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Fielding signed. The Debt Conversion Notice falsely represented that the bogus promissory note 

was entered into in November 2017. The Seller’s Representation Letter falsely represented that 

the note was entered into in November 2017 and that Fielding’s shares were acquired through a 

loan to Enerkon that, in fact, he never made.  

48. Ballout acted knowingly or with severe recklessness in furtherance of the bogus 

note scheme. For example, Ballout executed the bogus promissory note as Chairman of Enerkon, 

even though the note was backdated and, as of the purported date of the note (November 30, 2017), 

he had no affiliation with Enerkon or authority to issue a promissory note on Enerkon’s behalf. On 

or around March 20, 2021, Ballout emailed Enerkon’s transfer agent and attached a March 19, 

2021 “Issuance Resolution” (which he signed as “CEO” of Enerkon) falsely representing that the 

promissory note was issued to Fielding on November 30, 2017.  

49. On or around May 11, 2021, Ballout emailed Enerkon’s transfer agent and wrote in 

the subject line: “Final conversion of Note for Fielding documents attached as per his request and 

our permission.” Ballout attached to that email to the transfer agent, among other things, the bogus 

note as well as an Enerkon Board Resolution and Debt Conversion Notice, both of which were 

dated May 9, 2021, signed by Ballout, and falsely represented that on November 30, 2017 the 

bogus note was issued to Fielding and that Enerkon incurred the underlying debt.  

50. Likewise, Zayed acted knowingly or with severe recklessness, in coordination with 

Fielding and Ballout, in furtherance of Defendants’ bogus promissory note scheme. Fielding 

testified that he believed Zayed prepared at least some of the documents that Fielding sent to 

Enerkon’s transfer agent in connection with the conversion of the bogus promissory note. 

Similarly, emails between Zayed and Fielding further indicate that Zayed prepared—or directed 

lawyers or other professionals to prepare—other documents in connection with Fielding’s 

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conversion of the bogus promissory note and sales of Enerkon shares, including but not limited to 

legal opinions, affidavits, letters, and agreements. Zayed sent those documents to Fielding for his 

review, approval, and, when necessary, his signature.  

51. As a further example of Zayed’s involvement, Zayed emailed Fielding on or around 

January 10, 2021 to provide Fielding with a status report on the conversion of the bogus promissory 

note to Enerkon shares. Zayed listed a number of steps that were either planned or completed to 

effectuate the conversion, including the issuance of an Enerkon “corporate resolution last year 

dated to comply with the holding period” and documents that needed to be prepared and sent to 

the transfer agent. He also advised Fielding about the timing of when they should try to sell 

Fielding’s Enerkon shares to maximize their return. Following this update and list of next steps, 

Zayed told Fielding that once they finished their current set of transactions, then “we will get 

MORE free shares from BEN [Ballout] then after that and DO IT AGAIN .…”  

52. As a result of the documents sent to Enerkon’s transfer agent discussed in 

paragraphs 46-49 above, Fielding successfully converted the bogus promissory note to at least 

9,000,000 unrestricted shares of Enerkon stock.   

53. Ballout and Zayed then negotiated the sale of Fielding’s stock with a third-party 

investor who purchased the shares.  For example, on February 24, 2021, Ballout emailed the third-

party investor, thanking the investor for the offer to Fielding, but noting that he “would be insulting 

him [Fielding]” if he shared it with Fielding. On March 5, 2021, Zayed—holding himself out as 

an advisor to Fielding and Enerkon—emailed the third-party investor and conveyed that Fielding 

wanted to wait to sell his Enerkon stock until there were “better market conditions.” Just days 

later—on March 9, 2021— Enerkon issued the press release announcing the distribution rights 

purportedly owned by Agent, discussed in paragraphs 22-25 above. 

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54. Weeks later, between May 19, 2021 and May 27, 2021, Fielding sold his Enerkon 

shares to that same third-party investor at prices inflated by the false and misleading statements 

and omissions discussed in paragraphs 17-42 above, receiving a total profit of $407,000.  

55. Before the sale, Fielding agreed to provide Zayed a share of the sales proceeds. 

True to his word, Fielding sent Zayed $96,000 from the sales proceeds following the sale. 

56. Fielding also entered into an agreement with a third-party investor on or about June 

7, 2021 to sell additional Enerkon shares for $569,000, but it does not appear that he received 

payment pursuant to this agreement.    

VI. CLAIMS FOR RELIEF 

FIRST CLAIM FOR RELIEF 

Violations of Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and (3)] 

(Against All Defendants) 

57. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully 

set forth hereunder.  

58. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs 

13-56 above, Defendants, directly or indirectly, in the offer or sale of securities, by the use of the 

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

mails, have: 

 employed a device, scheme, or artifice to defraud; and/or  

 engaged in a transaction, practice, or course of business which operated or 

would operate as a fraud or deceit upon the purchaser.  

59. With regard to the violations of Section 17(a)(1), Defendants acted with scienter 

and engaged in the referenced acts knowingly or with severe recklessness. With regard to the 

violations of Section 17(a)(3), Defendants acted at least negligently.  

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60. By reason of the foregoing, Defendants have violated, and unless enjoined will 

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

SECOND CLAIM FOR RELIEF 

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

(Against Zayed and Fielding) 

61. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully 

set forth hereunder. 

62. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs 

13-56 above, Defendants Zayed and Fielding, directly or indirectly, in the offer or sale of 

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

commerce or by use of the mails, have obtained money or property by means of an untrue statement 

of a material fact or an omission to state a material fact necessary in order to make the statements 

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

63. With regard to the violations of Section 17(a)(2), Zayed and Fielding acted at least 

negligently.  

64. By reason of the foregoing, Defendants Zayed and Fielding have violated, and 

unless enjoined will continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. 

§ 77q(a)(2)]. 

THIRD CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]  
and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)] 

(Against All Defendants) 

65. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully 

set forth hereunder. 

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66. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs 

13-56 above, Defendants, directly or indirectly, singly or in concert with others, in connection with 

the purchase or sale of securities, by the use of any means or instrumentality of interstate 

commerce, or of the mails or of any facility of any national securities exchange: 

 employed a device, scheme, or artifice to defraud; and/or  

 engaged in acts, practices, or courses of business which operated, or would 

operate, as a fraud or deceit upon any person. 

67. With regard to the violations of Section 10(b) and Rules 10b-5(a) and (c), 

Defendants acted with scienter and engaged in the referenced acts knowingly or with severe 

recklessness.  

68. By reason of the foregoing, Defendants have violated, and unless enjoined will 

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

and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].  

FOURTH CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]  
and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)] 

(Against Ballout and Fielding) 

69. The SEC re-alleges and incorporates paragraphs 1-56 above by reference as if fully 

set forth hereunder. 

70. By engaging in the acts and conduct alleged herein, and as alleged in paragraphs 

13-56 above, Defendants Ballout and Fielding, directly or indirectly, singly or in concert with 

others, in connection with the purchase or sale of securities, by the use of any means or 

instrumentality of interstate commerce, or of the mails or of any facility of any national securities 

exchange made untrue statements of material facts or omitted to state material facts necessary in 

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

misleading.   

71. With regard to the violations of Section 10(b) and Rule 10b-5(b), Ballout and 

Fielding acted with scienter and engaged in the referenced acts knowingly or with severe 

recklessness. 

72. By reason of the foregoing, Defendants Ballout and Fielding have violated, and 

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

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

VII. PRAYER FOR RELIEF 

73. WHEREFORE, the SEC respectfully requests that this Court enter a Final 

Judgment:  

 Permanently restraining and enjoining Ballout from violating, directly or 

indirectly, Sections 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act 

and Rule 10b-5 thereunder; 

 Permanently restraining and enjoining Zayed from violating, directly or 

indirectly, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 

10b-5(a) and (c) thereunder; 

 Permanently restraining and enjoining Fielding from violating, directly or 

indirectly, Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 

10b-5 thereunder; 

 Permanently restraining and enjoining Ballout, pursuant to Section 20(e) of 

the Securities Act and Section 21(d)(2) of the Exchange Act, from acting or serving as an officer 

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or director of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act; 

 Permanently restraining and enjoining Defendants, pursuant to Section 

20(g)(1) of the Securities Act [15 U.S.C. § 77t(g)(1)] and Section 21(d)(6)(A) of the Exchange 

Act [15 U.S.C. § 78u(d)(6)(A)], from participating in an offering of penny stock, including 

engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing 

or attempting to induce the purchase or sale of any penny stock. A penny stock is any equity 

security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the 

Exchange Act [17 C.F.R. § 240.3a51-1]; 

 Ordering Fielding and Zayed to disgorge all ill-gotten gains they received 

as a result of the violations alleged herein, together with pre-judgment interest thereon, pursuant 

to the Court’s equitable powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act; 

 Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the 

Securities Act and Section 21(d)(3) of the Exchange Act; and  

 Granting such other and further relief as this Court may deem appropriate, 

just, equitable, and/or necessary.  

VIII. JURY DEMAND 
  

74. The SEC demands trial by jury in this action on all issues so triable. 

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Dated:  September 23, 2024   Respectfully submitted, 

 
/s/ Patrick Disbennett_________ 

      Patrick Disbennett 
S.D. Fla. Special Bar ID A5503234 
Securities and Exchange Commission 
801 Cherry Street, Suite 1900 
Fort Worth, Texas 76102 
Tel: (817) 266-9633 (Disbennett) 
[email protected]  
 
Attorney for Plaintiff  

 
 

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