SEC v. TITANIUM CAPITAL LLC; HENRY ABDO; and CAROL ANN BARSH, Southern District of Florida (Mar. 30, 2026) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 9:23-cv-81558

SECURITIES AND EXCHANGE COMMISSION,

    Plaintiff,

v.

TITANIUM CAPITAL LLC, HENRY ABDO, and
CAROL ANN BARSH,

    Defendants, and

ELIAS HALIM ABDO and GANNA MIGULINA,

    Relief Defendants.

___________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”) for its

complaint against Henry Abdo (“Abdo”), Titanium Capital LLC (“Titanium” or the

“Company”), and Carol Ann Barsh (“Barsh”) (collectively, “Defendants”), and Relief

Defendants Elias Halim Abdo (“Elias Abdo”) and Ganna Migulina (“Migulina”) (collectively,

“Relief Defendants”) alleges as follows:

INTRODUCTION

1. This case concerns an international network of promoters and representatives

offering and selling fraudulent securities in Titanium without proper registration or pursuant to

an exemption from such registration.  At the center of this network is Abdo, the manager and

architect of this scheme.  Since 2014, Titanium has raised over $5.3 million from at least 162

U.S. and foreign investors, offering investments in purportedly high-yield “Hedge Fund Senior

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Note Agreements.”  Abdo told investors varying stories about Titanium’s investment strategy.

But typically, Abdo explained to investors that Titanium would loan investors’ pooled funds to

traders operating on Titanium’s proprietary currency exchange platform, and that investors

would receive guaranteed double-digit returns with no risk of loss.  None of these claims were

true.

2. In fact, Titanium did not execute any of these promised transactions.  Instead,

Abdo and Titanium misappropriated investor assets by, among other things, paying returns to

earlier investors, transferring funds to Abdo’s family members and other related parties, paying

commissions to Titanium’s promoters, and financing Abdo’s international travels.

3. In short, the investment is a sham, and Abdo, both individually and through

Titanium, was operating a Ponzi scheme.  Abdo and Titanium knowingly or recklessly

perpetuated this fraud by engaging in inherently deceptive conduct – such as by making Ponzi

payments and providing false account information – and by making numerous materially false

and misleading statements, as described herein.

4. To pull in more investor victims, Abdo recruited multiple promoters, such as

Barsh, to assist in offering and selling, without proper registration or pursuant to an exemption

from such registration, Titanium’s securities.  Using information provided by Abdo and

Titanium, these promoters solicited investors to purchase Titanium securities and were paid

commissions based on their sales.

5. In addition to their false and misleading claims about Titanium’s use of investor

funds and related deceptive conduct, Abdo and Titanium also falsely claimed to prospective and

current investors that Titanium was registered with the Commission and that it was

independently audited.

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6. Abdo’s and Titanium’s misconduct continued until last month, when Abdo was

arrested by the FBI.  Between 2022 and November 2023, Titanium raised at least $866,000 from

investors based on these false and misleading claims and deceptive acts.  Consistent with their

practice of misappropriating investor assets, Abdo and Titanium have used most of these newly

raised funds to finance Abdo’s personal expenses, pay related parties, and make Ponzi payments

to earlier investors.

7. Through their fraudulent conduct, the Defendants have violated Sections 5(a) and

5(c) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a) and (c)], and Abdo

and Titanium have violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], and Section

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

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

8. The Commission seeks a permanent injunction against Abdo, Titanium, and

Barsh, permanently enjoining them from future violations of the securities laws, a conduct-based

injunction against Abdo, and a bar against Abdo, prohibiting him from acting as an officer or

director of a registered or reporting issuer.  The Commission also respectfully requests that the

Court order Defendants and Relief Defendants to pay disgorgement and prejudgment interest,

Defendants to pay civil penalties, and such other relief that the Court may deem appropriate.

JURISDICTION AND VENUE

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

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

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

10. Venue is proper in this District because Titanium has an office here, and because

many of Abdo’s and Titanium’s acts and transactions constituting the violations alleged in this

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Complaint occurred in the Southern District of Florida.  Titanium is a registered Florida LLC.

One of Titanium’s office and mailing addresses is in North Palm Beach, Florida, within the

Southern District of Florida.  This North Palm Beach address was used to open several Titanium

bank accounts through which Abdo and Titanium misappropriated investor funds.  Several of

these accounts were opened at bank branches in the Southern District of Florida.  In addition,

both the Company’s prospectus and a number of Titanium investment contracts listed the

Company’s North Palm Beach address.  Titanium also offered and sold its securities to investors

located in the Southern District of Florida.

11. In connection with the conduct alleged in this Complaint, Defendants made use of

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

mails.  Among other things, as alleged below, Defendants have used phones, email, the Internet,

messaging platforms, and bank wires to perpetrate their scheme.

DEFENDANTS AND RELIEF DEFENDANTS

A. Defendants

12. Titanium is an active Florida LLC, formed in 2014.  Titanium markets itself as a

“Secure Multi-Currency Fixed Income Fund” “with assets of over $20 million under

management.”  At no time was Titanium registered with the Commission, nor did it have a class

of securities registered with the Commission.

13. Abdo, age 46, is a Lebanese national with a U.S. visa and addresses in Florida.

Abdo is the founder, principal shareholder, fund manager, CEO, and Chairman of Titanium.  He

is not registered with the Commission in any capacity, nor is he, to the SEC’s knowledge,

associated with an entity registered with the Commission.  Abdo is a signatory and account

holder of Titanium’s known U.S.-based bank accounts.  Between December 2014 and the

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present, he spent almost all investor funds generated by Titanium’s fraudulent sale of securities,

which, additionally, were offered and/or sold without proper registration or pursuant to an

exemption from such registration.

14. Barsh, age 60, is a resident of Edwardsville, Pennsylvania.  Barsh was a

representative of Titanium who promoted Titanium’s fund to several U.S. investors and potential

investors and served as a Company representative.  She is not registered with the Commission in

any capacity, nor is she, to the SEC’s knowledge, associated with any broker-dealer registered

with the Commission.  Between November 2019 and November 2022, Barsh received at least

$20,000 in commissions from offering and selling, without proper registration or pursuant to an

exemption from such registration, Titanium’s securities to investors.

B. Relief Defendants

15. Elias Abdo, age unknown, is a Lebanese national and a relative of Abdo.

Between August 2015 and September 2023, Elias Abdo received at least $100,800 individually,

and another $101,700 was transferred from Titanium to accounts held jointly by Elias Abdo and

Henry Abdo.  While these illicit proceeds included U.S. investor funds, many of these jointly

held bank accounts were located outside of the United States.  These funds represent proceeds

from the securities fraud alleged herein that Elias Abdo received for no consideration and

without any legitimate claim to the funds.

16. Ganna Migulina, age unknown, is Abdo’s wife.  Between June 2015 and

September 2023, Migulina received at least $200,000 from Titanium’s bank accounts, including

U.S. investor proceeds from the securities fraud alleged herein for no consideration and without

any legitimate claim to the funds.

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CERTAIN VICTIMS

17. Investor 1 is an 87-year-old resident of California.  He invested $333,000 in

Titanium via two checks in June 2022 with memo lines reading “to fund 100K note” and “to

fund 233K note,” respectively.  To invest in Titanium, Investor 1 liquidated a brokerage account

and cashed out his savings.  Investor 1’s expectation was that these funds would be invested in a

manner consistent with Abdo’s and Titanium’s representations in fund documents and other oral

and written communications.

18. Investor 2 is a 54-year-old resident of Pennsylvania.  He invested $60,000 in

Titanium via a wire transfer in February 2020 and a check in December 2020.  Based on oral

representations from Barsh and Abdo and written materials from Titanium, Investor 2 believed

his funds would be profitably invested in the manner described.  To date, Investor 2 has not

received any returns from his investments.

19. Investors 3 and 4 are 71-year-old retirees who reside in Pennsylvania.  In

November 2019, they invested $30,000 with Titanium via wire transfer with the expectation that

their funds would be invested in Titanium in a manner consistent with Barsh’s representations

and those made by Abdo and Titanium in fund documents and other oral and written

communications.

20. Investor 5 is a 53-year-old resident of Georgia.  In December 2020 and February

2021, she invested $50,000 and $73,000 in Titanium, respectively.

21. Investor 6 is a 49-year-old resident of North Carolina.  In October 2019, he

invested $75,000 in Titanium with the understanding that his funds would be invested in a

manner consistent with Abdo’s and Titanium’s representations in fund documents and other oral

and written communications.

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22. Investors 7 and 8 are 52- and 58-year-old residents of Florida, specifically of this

District.  They invested approximately $190,000 in Titanium between 2017 and 2020 with the

expectation that their funds would be invested in a manner consistent with Abdo’s and

Titanium’s representations in fund documents and other oral and written communications.

FACTS

A. The Titanium Investment Scheme

23. Since at least 2014, Abdo and Titanium have solicited and obtained more than

$5.3 million from at least 162 investors worldwide, who believed they were making a zero-risk

investment.  Abdo and Titanium told most investors that their investments were used to secure

loans to third-party traders using “a proprietary multi-currency exchange platform” and that

Titanium had never registered “a single monthly loss.”  Abdo and Titanium have

misappropriated virtually all investor money, even as they continued until Abdo’s recent arrest to

solicit new investors and obtain additional funds.

24. Claiming to operate in more than 100 countries with an international advisory

board including Nobel Laureates and international politicians, Titanium offered investments in a

“Multi Currency Investment Fund” via “Hedge Fund Senior Note Agreements” (the

“Subscription Agreements”).  Abdo is the manager of this purported fund and signed the

Subscription Agreements, initialing each page on Titanium’s behalf.

25. Abdo and Titanium, both directly and through promoters such as Barsh,

guaranteed annual returns of 10 percent for a one-year investment, 12 percent for a two-year

investment, and 15 percent for a three-year investment, with interest available on an annual, bi-

annual, or quarterly basis.  Some investors were promised incentivized return levels if, for

example, it took less time for them to decide to invest.

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26. Investors were unable to access their principal until the end of the selected term,

and Titanium required 90 days’ written notice from investors before they could withdraw their

funds.  Otherwise, terms were automatically renewed.

27. Some of Titanium’s investors agreed to roll over their investments at the end of

the selected term instead of receiving a pay-out, believing that doing so would lead to

compounded interest.  These roll overs allowed Abdo and Titanium to capture investor funds for

longer, without the pressure to provide interest payments or return investors’ principal.

B. Defendants’ Fraudulent Offer and Sale of Securities in Titanium

28. Abdo often spoke directly to prospective investors and signed Subscription

Agreements as Titanium’s manager.  In addition to his own efforts, Abdo recruited a network of

individuals, including existing investors, to solicit new investors.

29. For instance, prior to investing in Titanium, Investor 1 attempted to conduct his

own due diligence through the promoter who introduced him to Titanium.  Investor 1 asked the

promoter for testimonials from other investors, contacts at Titanium’s banks, and a profit and

loss statement.  Based on responses to his inquiries, Investor 1 believed that Titanium was not a

Ponzi scheme, and that his funds would be safely deposited at a U.S. bank, untouched by

Titanium.  Investor 1 felt pressured by both Abdo and the promoter to invest sooner rather than

later and was impressed by Abdo’s supposed background as a chief architect of the Euro

currency.  Ultimately, in June 2022, Investor 1 purchased Titanium securities.

30. Abdo often referenced his faith to exploit the trust of religious investors.  For

example, in 2021, a promoter introduced Investor 6 to Abdo to discuss Titanium.  Investor 6 was

not convinced he would invest until Abdo told him they were of the same faith.  Abdo’s shared

affinity made Investor 6 trust Abdo and believe his assertion that Titanium was a safe

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investment.  Similarly, Investors 7 and 8 were introduced to Abdo in 2015 at a church in Turkey.

Over the course of three years, Investors 7 and 8 signed several Subscription Agreements with

Abdo, investing approximately $190,000.

31. As recently as September 2023, as part of an FBI investigation, Abdo directly

offered to sell Titanium securities to an undercover agent.

32. As a promoter, Barsh introduced investors to Titanium who had otherwise never

heard of it.  For instance, Barsh told Investors 2, 3, and 4 that Titanium was entirely secure.  Like

Abdo, Barsh recruited these investors from within her own religious community.  Barsh

contacted Investor 2 about the opportunity to invest in Titanium.  As part of her pitch, she invited

him to her house to review Titanium’s promotional materials and explained what his potential

returns could be.  Prior to their investment, Barsh also directed Investors 3 and 4 to Titanium’s

website.  Barsh encouraged Investors 3 and 4 to invest and cited her own returns as proof that

Titanium was a secure investment.  Ultimately, to reassure Investors 2, 3, and 4, Barsh

enthusiastically put them on the phone with Abdo before they invested.  Investors 2, 3, and 4 all

purchased Titanium securities.

33. Abdo and Titanium also solicited investors through one-on-one communications,

social media posts, outreach on networking websites such as LinkedIn, and the distribution of

promotional materials, including Titanium’s elaborate prospectus (the “Prospectus”), which

outlined Titanium’s success, security, and promise of guaranteed returns.  The Prospectus

contained claims mirroring those Abdo often made directly to investors.  Abdo appeared in at

least one published interview boasting of Titanium’s zero-risk investment and philanthropic

efforts.  Barsh posted the Prospectus and messages about investing with Titanium on her

LinkedIn profile page and shared a photograph of herself and Abdo attending Titanium events.

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34. Interested investors received a blank Subscription Agreement, often via email or

the internet-based messaging platform WhatsApp, which outlined the investment amount, rate of

return, applicable interest rate, and term of the investment, and included wire and bank account

instructions.  Sometimes promoters sent these agreements to investors, and sometimes Abdo did.

The Subscription Agreements stated that “at all times” during the investment term, Titanium

guaranteed that the investor’s principal would “be used in the Hedge Fund model of the company

as stated.”  The Subscription Agreements listed Abdo as the “Manager” of Titanium and some

versions listed the Company’s North Palm Beach, Florida address.

35. To execute the Subscription Agreement, both Abdo and the investor initialed each

page and signed under a line reading “[i]ntending to be legally bound hereby, the parties hereto

have set their hands and seals” on the date given.  Investor funds transmitted to Titanium were

then pooled in its bank accounts, which were owned and controlled by Abdo.

36. Some investors received welcome materials directly from Abdo via email,

including a password and username for an online database where they could access their

purported account information.  The account dashboard could include such information as the

investor’s name, Abdo’s contact information as the “account manager,” hyperlinks to executed

investment contracts, the bank where investor funds were purportedly held, the agreed upon rate

of return, and the date investors could expect to receive their return and interest.

C. Abdo’s and Titanium’s Ponzi Scheme and Misappropriation of Victims’
Assets

37. None of the $5.3 million raised in this way was used by Abdo or Titanium for the

stated investment purposes.  Most of that money is now gone, used instead by Abdo and

Titanium to make Ponzi-like payments to earlier investors, transfer funds to Abdo’s relatives and

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related parties, and pay Abdo’s personal expenditures, such as extensive travel through Europe

and Western Asia and cash withdrawals at casinos.

38. Titanium’s known U.S. bank accounts reveal this pattern of misappropriation.

For example, Investor 1 invested a total of $333,000 in Titanium via two checks in June 2022.

But Investor 1’s funds were never used as promised.

39. On June 27, 2022, when Investor 1’s checks posted to Titanium’s account ending

in -3101, the account had a starting balance of $1,031.85.  From June 27 to August 26, 2022,

bank statements show that Abdo and Titanium used Investor 1’s money to make at least

$134,090 in payments to at least 68 other investors, including Investors 3 and 4.  Other than

Investor 1’s investments, there were no incoming deposits to fund these Ponzi payments to

earlier investors.

40. During the same period, Abdo and Titanium also used Investor 1’s money to pay

five related parties a total of $43,650.  As an example, payments were made to:

(1) Elias Abdo, who has no known business association with Titanium, yet
received $17,500 via three wire transfers out of Titanium’s account ending in
-3101 on July 29, 2022, August 12, 2022, and August 25, 2022;

(2) Migulina, Abdo’s wife, who received $12,900 via three wire transfers out of
Titanium’s account ending -3101 on July 27, 2022, July 29, 2022, and August
26, 2022;

(3) Related Party 1, who is listed as the Vice Chairman of Titanium and Special
Advisor to the Fund Manager in the Prospectus and received $7,000 via a wire
transfer from Titanium’s account ending in -3101 on August 4, 2022; and

(4) Related Party 2, who is listed as the Managing Director – Cyprus and the
Middle East in the Prospectus and received $5,000 via a wire transfer from
Titanium’s account ending in -3101 on August 8, 2022.

There were no incoming deposits, other than Investor 1’s investment, to fund these

related party payments.

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41. Between June 29 and August 31, 2022, Abdo and Titanium also spent over

$89,000 of Investor 1’s investment funds on various expenses.  For example, Abdo, using a debit

card for Titanium’s account ending in -3101, made charges at hotels in Malta, Austria, and

Turkey, as well as numerous charges to Hotels.com for unknown locations; purchased various

flights from different airlines; and made food, clothing, and other shopping purchases.  There

were no other incoming deposits, other than Investor 1’s investment, to pay for these expenses.

42. Like Investor 1, Investor 6’s $75,000 investment was almost immediately misused

by Abdo and Titanium.  On October 21, 2021, this investment increased Titanium’s balance in

bank account ending in -2710 to $81,456.27.

43. Within five days of Investor 6’s wire transfer to Titanium, approximately $40,000

was disbursed to 32 other investors, including Investor 7.  On October 25, 2021, an additional

$16,000 was sent to related parties and a Relief Defendant, including: (1) $3,000 to Related Party

6, listed as Titanium’s Head of Russian Markets in the Prospectus; (2) $2,000 to Related Party 5;

and (3) $4,000 to Elias Abdo.  Without the funds from Investor 6, Abdo and Titanium could not

have covered all these expenses.

44. Still other examples of this fraudulent and deceptive conduct reveal the extent to

which Abdo and Titanium were brazenly operating a Ponzi scheme.  For instance, on November

21, 2019, Investors 3 and 4 invested $30,000 with Titanium via wire transfer.  This investment

increased Titanium’s balance in bank account ending -2710 to $76,893.60.

45. Instead of being used as promised, Investor 3 and 4’s funds, along with funds of

other investors, were transferred from the Titanium bank account ending in -2710 to another

Titanium bank account ending in -9768.  On November 27, 2019, Titanium transferred $79,000

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between the two bank accounts, increasing the balance in account -9768 to $92,342.62 and

decreasing the balance in account -2710 to $4,934.67.

46. Then, from December 4 through December 26, 2019, the transfer described in

Paragraph 45, which included Investor 3 and 4’s investment, funded interest payments to 12

other investors, totaling $34,013, including a payment to Investor 7.  This transfer also funded

six related party transactions, totaling $23,084.72.  The payments included:

(1) $2,000 to Related Party 3, listed as Titanium’s Managing Director for Africa
in the Prospectus, on December 9, 2019;

(2) $8,500 to Related Party 1 on December 9, 2019;

(3) $5,000 to Related Party 4, listed as Titanium’s Head of Scandinavian Markets
Division in the Prospectus, on December 12, 2019; and

(4) $5,000 to Related Party 6 on December 31, 2019.

Lastly, from December 4 through December 31, 2019, the same transfer funded over $20,000 in

expenses incurred by Abdo, including $11,831.08 in cash withdrawals, nearly $5,000 of which

was taken out at a hotel and casino in Cyprus; $2,386.67 on Turkish Airlines flights; $700.43 at

duty free shops in Spain; and $348.88 at Sephora.  Without the money from Investors 3 and 4

and other investors, Abdo and Titanium could not have covered these expenses.

47. Abdo’s and Titanium’s conduct is not new or occasional.  They have engaged in

this same type of fraudulent and deceptive misconduct for years.  For example, in December

2020 and February 2021, Investor 5 invested $50,000 and $73,000 in Titanium, respectively.

Abdo and Titanium used her investment to perpetuate this Ponzi scheme.

48. On February 24, 2021, Investor 5 deposited a $73,000 check, written to Titanium,

into Titanium’s account ending in -2710.  The balance in the account prior to Investor 5’s deposit

was $789.93.  From February 24 through March 1, 2021, Investor 5’s investment was used to

pay returns totaling $39,991 to at least 18 non-U.S. investors.  Abdo also spent $9,074.68 of

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these funds on various expenses, including nearly $4,000 in cash withdrawals in Skopje, North

Macedonia, and paid nearly $400 each to technology company Alibaba and Pegasus Airlines.

Lastly, approximately $21,000 was paid to related parties.  No incoming funds or pre-existing

balance during this period covered these expenditures other than Investor 5’s funds.

49. During this time period, Titanium’s bank accounts, which Abdo controlled and

owned, did not reflect transfers to or from any currency exchange platform or otherwise reflect

Titanium’s operating of the business described to investors.  Nevertheless, Abdo repeatedly and

falsely told investors that their money was profitably invested.  In fact, Investors 2 and 6 could

see figures purportedly reflecting their investments, interest rate, interest accrued, and expected

pay out dates on their online Titanium dashboards provided to them by Abdo.

50. Yet those pay out dates consistently came and went.  To avoid revealing his fraud,

Abdo discouraged investors from making withdrawals and encouraged them to roll over their

investments.  Many investors, despite requests, have still not received their promised investment

returns or the return of their principal.  Abdo frequently cited his inability to move funds back to

U.S. bank accounts as a reason for these delays.

51. For instance, Investor 1 spoke to Abdo on the phone several times after he did not

receive his first expected interest payment in January 2023.  Between January and April 2023,

Abdo represented to Investor 1 that the delays were due to bank processing issues.  After

Investor 1’s second interest payment date lapsed, Abdo made similar excuses.  Abdo told

Investor 1 that because Abdo had changed banks or because the U.S. government needed to

approve the transfers, he could not transfer Investor 1’s returns on the payout date.  Investor 1

has yet to receive all the returns Abdo and Titanium promised him.

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52. Another example is Investors 3 and 4 who, about a year after originally investing,

grew concerned with Titanium’s legitimacy and reached out to Barsh to recover their principal

investment and accrued interest.  After a lengthy delay, Titanium repaid $30,000 plus earnings of

$5,000 to Investors 3 and 4, some of which came from other investors.  For example, on July 27,

2022, Investors 3 and 4 received a payment of $20,000 via wire from Titanium’s account ending

in -3101.  That payment was funded by Investor 1’s June 2022 investment.  There were no other

deposits into the account between Investor 1’s deposit on June 27, 2022 and the payment to

Investors 3 and 4 on July 27, 2022.

53. Yet another example is Investor 6, who did not receive an interest payment on his

investment until he reached out to Abdo multiple times.  Almost a year after his expected pay out

date, Investor 6 received an $18,000 interest payment in March 2023.  Unbeknownst to him, this

interest payment was mostly funded by the deposits of other investors.  In August 2023, Investor

6 reached out to Abdo again over WhatsApp to inform Abdo that he wanted remittance of his

principal and any owed returns when his Subscription Agreement expired in November 2023,

Investor 6 wanted a.  In response, Abdo told Investor 6 that he would give him his money back.

Investor 6 asked for this assurance in writing, but never received it.  In November 2023, Investor

6 messaged Abdo again, asking for at least a portion of his principal back by the end of the

month.  Abdo said he would do his best, signing off with “Jehovah be with you.”  Investor 6

never heard from Abdo again.

54. As a promoter, Barsh also updated investors on their accounts.  Every year after

Investor 2’s initial investment, Barsh contacted him about his annual profit and asked whether he

wanted to roll over his investment.  Believing Barsh’s and Titanium’s representations that his

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interest would compound, Investor 2 opted to roll over his profits several times.  He has still

never received a payment.

D. Abdo’s and Titanium’s Materially False and Misleading Statements

55. To recruit investors and perpetuate this scheme, Abdo and Titanium, in addition

to their repeated deceptive conduct, knowingly or recklessly made numerous materially false and

misleading statements about Titanium to investors, including through direct conversations with

prospective investors, promoters such as Barsh, and in the Prospectus, Subscription Agreements,

and other promotional materials.

i. Abdo and Titanium Misrepresented Titanium’s Investment Strategy
and Risks

56. Titanium maintained that its investment strategy entailed no risk of loss.  Largely,

Abdo and Titanium claimed to loan investor funds to traders who made “micro-trades” or

exchanged currencies on Titanium’s “proprietary multi-currency Forex platform” for a fee,

which Titanium allegedly used to generate investor returns.  Investors agreed to a fixed term in

exchange for “a fixed returns rate.”

57. In a signed statement in the Prospectus, Abdo stated that Titanium’s “zero risk

trading platform . . . skillfully uses micro-trades and management fees to fix returns irrespective

of market conditions.”  Abdo further represented that Titanium, and its purported parent

company (“Titanium Capital PTE”), would underwrite and fully guarantee investors’ capital and

accrued returns.

58. Abdo highlighted the unique nature and safety of this investment strategy when

pitching Titanium to potential investors.  Prior to his June 2022 investment, Investor 1 attempted

to conduct due diligence on Titanium.  Email responses from the promoter, as well as Titanium’s

Prospectus, indicated that Abdo, Titanium, and Titanium Capital PTE would cover any losses to

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investors.  The Subscription Agreement signed by Investor 1 and Abdo pledged that Investor 1’s

principal investment was “at all times protected.”  These claims led Investor 1 to believe that he

was guaranteed to at least receive his principal back and that it would not be misappropriated by

Abdo or Titanium.

59. Similarly, in a June 13, 2023 phone call with an undercover FBI agent, Abdo

explained that Titanium used investor funds to lend money to third parties using its proprietary

multi-currency exchange platform.  Titanium charges these third parties a commission for using

Titanium’s “software.”  This “software” enabled traders to exchange funds to more profitable

currencies within a “fraction of a second.”  Abdo further emphasized that Titanium’s exchange

platform would “work[] as long as” at least “one currency and one commodity” were still traded

anywhere in the world, making it “a safe hub . . . for investors.”  Abdo also gave his routine pitch

about Titanium’s guaranteed returns and explained how investment returns could compound to

102 percent if investors opted to receive less frequent payouts.

60. But no such Titanium currency exchange platform existed.

ii. Abdo and Titanium Made False and Misleading Statements
Regarding Fees and the Use of Investor Funds

61. Abdo and Titanium insisted that investors would receive a fixed rate of return,

guaranteeing both the principal investment and expected profits.  Abdo and Titanium touted the

lack of hidden fees as one of Titanium’s advantages over other investments.  Investors were

promised the entirety of the agreed-upon rate of return with no deductions for management,

administrative, arrangement, entry, exit, or success fees.  Abdo and Titanium represented that

only the third-party traders who utilized Titanium’s proprietary currency exchange had to pay a

transaction fee, which helped secure investors’ returns.  Neither the Prospectus nor the

Subscription Agreements suggested that investor funds could be used to cover Abdo’s personal

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expenses.  At most, the Prospectus indicated that profits made by Titanium would be “donated to

humanitarian causes.”

62. Abdo and Titanium also led investors to believe that no fees or expenses would be

deducted from their investments.  For instance, Investor 6 was never informed by Abdo or

otherwise that his funds would be used for fees, payments to other investors, or Abdo’s personal

expenses.

63. Similarly, in June 2023, Abdo told the undercover FBI agent that commissions

were only collected from “transactions for third parties,” and not from Titanium’s investors.

Abdo represented that investment returns would not be diluted by hidden fees but would instead

be secured by the fees charged to the traders utilizing Titanium’s proprietary exchange.

64. Abdo’s and Titanium’s claims were false.  The money collected from investors

was not untouched by Titanium.  Instead, it was used to cover commissions to promoters, Abdo’s

personal expenses, payments to related parties, and Ponzi payments to earlier investors.

Titanium’s purported exchange did not generate fees that secured investor returns, because

investor funds were not used as loans to traders as repeatedly advertised.

iii. Abdo and Titanium Made False and Misleading Statements
Regarding Titanium’s Registration Status with the Commission

65. To lend legitimacy to this operation and create the false impression that

Titanium’s conduct was monitored and sanctioned by a U.S. government agency, the Prospectus

and Subscription Agreement represented that Titanium was “registered . . . with the Securities &

Exchange Commission (SEC) in the United States of America.”  Based on their interactions with

Titanium representatives and promoters, including Barsh, and the materials they received,

Investor 1, Investor 2, and Investors 3 and 4 believed that Titanium was registered with the SEC.

In fact, several investor victims specifically inquired about Titanium’s status with the

19

Commission as a factor in their pre-investment due diligence.  In June 2023, Abdo portrayed to

the undercover FBI agent that Titanium had been regulated by the U.S. government for the last

nine years and that the SEC, IRS, Federal Reserve, and State of Florida closely examined

Titanium’s books and records.

66. Although Titanium filed three Form D notices of exempt offerings with the

Commission in 2015, 2018, and 2022, Form D filings do not represent registration with, or

approval by, the SEC.  In truth, Titanium is not, and has never been, registered with the

Commission in any capacity.

iv. Abdo and Titanium Made False and Misleading Claims that Titanium
was Independently Audited

67. Titanium’s Prospectus also represented that Titanium is “[i]ndependently

audited.”

68. This statement is false.  There is no evidence that Titanium was subject to the

scrutiny of an independent auditor.  Instead, Titanium’s only alleged accountant is also its

registered agent, not an independent auditor.  This individual, referred to elsewhere in this

Complaint as Related Party 5, is a signatory on many of Titanium’s accounts and is responsible

for much of its banking, including conducting transfers between accounts, depositing funds, and

writing checks to investors and related parties.  Related Party 5 signed Titanium’s Form D filings

with the Commission and has sent and received numerous transfers to and from Titanium’s bank

accounts.

E. Defendants’ Unregistered Offer and Sale of Securities

69. Based on the facts alleged above and herein, Defendants offered and sold

securities in Titanium without proper registration or pursuant to an exemption from such

registration.  Pursuant to the Subscription Agreements, investors’ money was to be placed in a

20

common fund, of which Abdo was the ostensible fund manager and Titanium’s primary control

person.  Investors were passive – their funds were “locked up” for various periods of time – and

were entirely dependent on Abdo’s and Titanium’s investment expertise and efforts to realize

any purported returns.

70. No registration statement was filed or in effect with the Commission pursuant to

the Securities Act with respect to the securities that Defendants offered and sold.

71. Instead, Titanium made Form D filings with the Commission in 2015, 2018, and

2022, stating that offerings by Titanium were exempt from the registration requirements imposed

by the federal securities laws pursuant to Rule 504(b)(1) of Regulation D of the Securities Act.

These filings listed Abdo as a “manager” and described the types of securities offered as “Pooled

Investments 99 Accredited LLC Members.”  However, Titanium failed to comply with the rules

that would permit such an exemption.  As such, the Titanium securities offerings were not

exempt from the registration requirements of Sections 5(a) and (c) of the Securities Act.

72. Defendants also engaged in general solicitation by offering investments in

Titanium to many investors in the United States and abroad.  Abdo and promoters for Titanium,

such as Barsh, contacted potential investors with whom they had no prior relationship and posted

information about Titanium on public social media accounts.  For example, Barsh created posts

soliciting new investors on her publicly available LinkedIn profile.  In one such post, Barsh

posted a link to a YouTube video about Titanium’s “Comparative Analysis” with the caption:

“Just another great reason to invest with Titanium Capital LLC.  Feel free to contact me with

more details. #investment #investments #finance #investing.”  Abdo also spoke about Titanium’s

purported zero-risk trading platform and guaranteed returns in at least one published interview.

F.   Abdo and Titanium Continued to Solicit and Deceive New Victims

73. From January through October 2023, Abdo and Titanium raised nearly $428,000

from at least seven investors.  Nearly a third of these funds came from new investors who appear

to have been solicited by Abdo and Titanium in the last year.

74. Abdo and Titanium also continued to make fraudulent interest payments to earlier

investors, make payments to related parties and Relief Defendants, and pay for Abdo’s

globetrotting and personal expenses.

75. For example, from January through October 2023, Abdo and Titanium paid out

approximately $170,000 to investors; made over $80,000 in cash withdrawals across the world,

including in Las Vegas, Kuala Lumpur, and a casino in Macao; and spent close to $40,000 on

expenses such as hotels, flights, jewelry stores, and restaurants.

76. From January to October 2023, Abdo and Titanium also made close to $80,000 in

payments to related parties, including wire payments to Elias Abdo described as “living

expenses” and “sick mother expenses.”  Similarly, since January 2023, close to $23,000 was

wired to Migulina.

77. In addition, Titanium, through Abdo and other account signatories, opened at least

four new bank accounts in the United States since December 2022 to continue this fraud.

78. Abdo and Titanium continued to solicit new victims and deceive existing

investors during this period.  After his initial June 2023 call, Abdo met with the undercover FBI

agent as recently as September 2023.  In both conversations, Abdo made brazen

misrepresentations in the hopes of soliciting investments.

22

G. Abdo and Titanium Acted Knowingly or Recklessly by Operating a Ponzi
Scheme and When Making the Misrepresentations Described Above

79. As alleged above, Abdo acted knowingly or recklessly when he misappropriated

assets for his own personal use, diverted new investor funds to earlier investors, posted false

investor account information, and made claims to investors about his investment strategy that he

must have known were false.  As alleged herein, Abdo is the founder of Titanium, its public

representative, and controls the Company.  Abdo signed the account opening documents for the

Titanium accounts referenced in this Complaint and provided government-issued identification

to open the accounts at several banks.  Additionally, a number of Western Union wire transfers

to investors, related parties, and Relief Defendants were initiated by Abdo.  As described above,

the misappropriated investor funds were transferred in and out of these bank accounts owned and

accessed by Abdo.  Further, Abdo made several debit card charges using investor funds in

Titanium’s accounts.

H. Relief Defendants Received Proceeds from Defendants’ Fraud, to Which
They Have No Legitimate Claim

80. As alleged above, both Relief Defendants received proceeds from Defendants’

fraud for which they provided no reciprocal goods or services, and to which they have no

legitimate claim.  As a result, those funds should be returned to Titanium’s defrauded investors.

VIOLATIONS ALLEGED

COUNT I

Unregistered Offers and Sales of Securities in Violation of Sections 5(a) and 5(c) of
the Securities Act

(All Defendants)

81. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

23

82. By engaging in the conduct described above, Defendants directly or indirectly,

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

or of the mails, to offer to sell or to sell securities, or to carry or cause such securities to be

carried through the mails or in interstate commerce for the purpose of sale or delivery after sale.

83. No valid registration statement was filed with the Commission or was in effect

with respect to any offering or sale alleged herein (Paragraphs 69–72).  Despite the filing of three

Forms D on behalf of Titanium in 2015, 2018, and 2022, there was no exemption applicable for

the offer and sale of the Titanium securities from the registration requirements of the Securities

Act (Paragraphs 70–71).

84. By engaging in the foregoing conduct, Defendants violated, and unless restrained

and enjoined will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§

77e(a) and 77e(c)].

COUNT II

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(1) of
the Securities Act

(Against Defendants Abdo and Titanium)

85. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

86. From at least 2014 through the present, Defendants Abdo and Titanium, in the

offer or sale of securities by use of any means or instruments of transportation or communication

in interstate commerce or by use of the mails, directly or indirectly, knowingly or recklessly

employed devices, schemes, or artifices to defraud by using new investor money to pay previous

investors, misappropriating investor funds, and purporting to operate as a legitimate company

while in fact operating as a Ponzi scheme (Paragraphs 37-54).

24

87. By engaging in the conduct described above, Defendants Abdo and Titanium each

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(1) of the

Securities Act [15 U.S.C. § 77q(a)(1)].

COUNT III

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(2) of
the Securities Act

(Against Defendants Abdo and Titanium)

88. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

89. From at least 2014 through the present, Defendants Abdo and Titanium, in the

offer or sale of securities by use of any means or instruments of transportation or communication

in interstate commerce or by use of the mails, directly or indirectly, negligently obtained money

or property by means of untrue statements of material facts and omissions to state material facts

necessary in order to make the statements made, in the light of the circumstances under which

they were made, not misleading by misrepresenting to investors, among other things, the

registration status of the Company, the use of their assets, and the source of purported returns

(Paragraphs 55-68).

90. By engaging in the conduct described above, Defendants Abdo and Titanium each

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(2) of the

Securities Act [15 U.S.C. § 77q(a)(2)].

COUNT IV

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(3) of
the Securities Act

25

(Against Defendants Abdo and Titanium)

91. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

92. From at least 2014 through the present, Defendants Abdo and Titanium, in the

offer or sale of securities by use of any means or instruments of transportation or communication

in interstate commerce or by use of the mails, directly or indirectly, negligently engaged in

transactions, practices, or courses of business which have operated, are now operating, or will

operate as a fraud or deceit upon the purchasers by using new investor money to pay previous

investors, misappropriating investor funds, and by purporting to operate as a legitimate company

while in fact operating as a Ponzi scheme (Paragraphs 37-54).

93. By engaging in the conduct described above, Defendants Abdo and Titanium each

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(3) of the

Securities Act [15 U.S.C. § 77q(a)(3)].

COUNT V

Fraud in Connection with the Purchase or Sale of Securities in Violation of Section
10(b) and Rule 10b-5(a) and (c) of the Exchange Act

(Against Defendants Abdo and Titanium)

94. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

95. From at least 2014 through the present, Defendants Abdo and Titanium, directly

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails,

knowingly or recklessly employed devices, schemes or artifices to defraud in connection with the

purchase or sale of any security by using new investor money to pay previous investors,

misappropriating investor funds, and by purporting to operate as a legitimate company while in

fact operating as a Ponzi scheme (Paragraphs 37-54).

26

96. By engaging in the foregoing misconduct, Defendants Abdo and Titanium each

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

COUNT VI

Fraud in Connection with the Purchase or Sale of Securities in Violation of Section
10(b) and Rule 10b-5(b) of the Exchange Act

(Against Defendants Abdo and Titanium)

97. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

98. From at least 2014 through the present, Defendants Abdo and Titanium, directly

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails,

knowingly or recklessly made untrue statements of material facts or omitted to state material

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

which they were made, not misleading, in connection with the purchase or sale of any security.

99. By engaging in the foregoing misconduct, Defendants Abdo and Titanium each

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

COUNT VII

Unjust Enrichment

(Against All Relief Defendants)

100. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.

101. Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] states: “In any

action or proceeding brought or instituted by the Commission under any provision of the

27

securities laws, the Commission may seek, and any Federal court may grant, any equitable

relief that may be appropriate or necessary for the benefit of investors.”

102. As described above, Relief Defendants received investor funds and assets that

were the proceeds, or are traceable to the proceeds, of Defendants’ unlawful activities, as

alleged in Paragraphs 1 through 80 above, and Relief Defendants have no legitimate claims

to those proceeds and gave no consideration for exchange of those funds.

103. Relief Defendants obtained the funds and assets as part of and in furtherance

of the securities violations alleged in Paragraphs 1 through 80 above and under

circumstances in which it is not just, equitable, or conscionable for them to retain the funds

and assets.  As a consequence, Relief Defendants were unjustly enriched.

RELIEF REQUESTED

WHEREFORE, the Commission respectfully requests that the Court find Defendants

committed the violations alleged, and grant the following relief:

A. Permanent Injunction

 Issue an Order permanently restraining and enjoining the Defendants, their officers,

agents, servants, employees, attorneys, and all persons in active concert or participation with

them, and each of them, from violating the federal securities laws alleged in this Complaint.

 B. Conduct-Based Injunction

Issue an Order pursuant to Exchange Act Sections 21(d)(1) and 21(d)(5) [15 U.S.C.

§§ 78u(d)(1) and (5)] permanently enjoining Abdo from, directly or indirectly, including, but not

limited to, through any entity owned or controlled by him, participating in the issuance,

purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent

Abdo from purchasing or selling securities for his own personal account.

28

C.   Disgorgement and Prejudgment Interest

 Issue an Order directing all Defendants and Relief Defendants to disgorge all profits or

proceeds received from investors as a result of the misrepresentations, acts and/or courses of

conduct complained of herein, with prejudgment interest thereon, with such disgorgement and

prejudgment interest on a joint and several basis as to Abdo and Titanium, pursuant to Exchange

Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and (7)].

D.   Civil Monetary Penalties

Issue an Order directing Defendants to pay civil money penalties pursuant to Section

20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15

U.S.C. § 78u(d)(3)].

E.  Officer and Director Bar

 Issue an Order pursuant to Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and

Section 21(d) of the Exchange Act [15 U.S.C. § 77u(d)] permanently prohibiting Abdo from

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

Section 12 of the Exchange Act [15 U.S.C. § 78l], or that is required to file reports with the

Commission pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].

F.   Further Relief

Grant such other and further relief as may be necessary and appropriate.

G.   Retention of Jurisdiction

Further, the Commission respectfully requests that the Court retain jurisdiction over this

action in order to implement and carry out the terms of all orders and decrees that it may enter, or

to entertain any suitable application or motion by the Commission for additional relief within the

jurisdiction of this Court.

29

DEMAND FOR JURY TRIAL

The Commission hereby demands a jury trial on any and all issues so triable.

Dated: December 14, 2023

      Respectfully submitted,

      _________/s/_________

Daniel J. Maher
Trial Counsel
S.D. Fla. Bar No. A5502597
Telephone: 202-551-4737
[email protected]

Rebecca R. Dunnan
Trial Counsel
S.D. Fla. Bar No. A5503152
Telephone: 202-551-3813
[email protected]

Brook Jackling DeVeas
Counsel
S.D. Fla. Bar No. A5503155
Telephone: 202-551-2302
[email protected]

Adrienne Adkins
Counsel
Telephone: 202-551-5474
[email protected]

      Attorneys for Plaintiff
      UNITED STATES SECURITIES AND
      EXCHANGE COMMISSION
      100 F Street, NE
      Washington, DC 20549

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

30

OF COUNSEL:
Amy L. Friedman
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
[email protected]

JS 44   (Rev. 04/21)  FLSD Revised 12/02/2022      CIVIL COVER SHEET

The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided
by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating
the civil docket sheet.   (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.) NOTICE: Attorneys MUST Indicate All Re-filed Cases Below.

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.

(c) Attorneys (Firm Name, Address, and Telephone Number)  Attorneys (If Known)

(d) Check County Where Action Arose:  MIAMI- DADE       MONROE       BROWARD    PALM BEACH    MARTIN   ST. LUCIE     INDIAN RIVER    OKEECHOBEE   HIGHLANDS

II. BASIS OF JURISDICTION      (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff)
(For Diversity Cases Only)  and One Box for Defendant)

1   U.S. Government  3 Federal Question   PTF    DEF  PTF     DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State  1 1 Incorporated or Principal Place 4   4

of Business In This State

2   U.S. Government  4  Diversity Citizen of Another State  2 2 Incorporated and Principal Place 5    5
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a
Foreign Country  3 3 Foreign Nation 6    6

IV. NATURE OF SUIT   (Place an “X” in One Box Only)   Click here for: Nature of Suit Code Descriptions
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

 110 Insurance   PERSONAL INJURY    PERSONAL INJURY  625 Drug Related Seizure 422 Appeal 28 USC 158  375 False Claims Act
 120 Marine  310 Airplane  365 Personal Injury  -   of Property 21 USC 881  423 Withdrawal  376 Qui Tam (31 USC 3729(a))
 130 Miller Act  315 Airplane Product   Product Liability  690 Other   28 USC 157 400 State Reapportionment
 140 Negotiable Instrument   Liability  367 Health Care/  410 Antitrust
 150 Recovery of Overpayment  320 Assault, Libel &  Pharmaceutical INTELLECTUAL PROPERTY

RIGHTS  430 Banks and Banking
 & Enforcement of Judgment   Slander  Personal Injury 820 Copyrights  450 Commerce

 151 Medicare Act  330 Federal Employers’  Product Liability 830 Patent  460 Deportation
152 Recovery of Defaulted
Student Loans   Liability 368 Asbestos Personal

Injury Product Liability

835 Patent – Abbreviated
New Drug Application

470 Racketeer Influenced
and Corrupt Organizations

(Excl. Veterans)  340 Marine
840 Trademark 480 Consumer Credit

(15 USC 1681 or 1692) 880 Defend Trade Secrets
Act of 2016

 153 Recovery of Overpayment  345 Marine Product LABOR SOCIAL SECURITY 485 Telephone Consumer
Protection Act (TCPA)

of Veteran’s Benefits   Liability   PERSONAL PROPERTY  710 Fair Labor Standards Acts  861 HIA (1395ff)  490 Cable/Sat TV
 160 Stockholders’ Suits  350 Motor Vehicle  720 Labor/Mgmt. Relations  862 Black Lung (923)  850 Securities/Commodities/
 190 Other Contract  355 Motor Vehicle  740 Railway Labor Act  863 DIWC/DIWW (405(g)) Exchange
 195 Contract Product Liability  Product Liability  751 Family and Medical  864 SSID Title XVI  890 Other Statutory Actions
 196 Franchise  360 Other Personal   Leave Act  865 RSI (405(g))  891 Agricultural Acts

 Injury  790 Other Labor Litigation  893 Environmental Matters
 362 Personal Injury -

370 Other Fraud
371 Truth in Lending
380 Other Personal
Property Damage
385 Property Damage
Product Liability  791 Employee Retirement  895 Freedom of Information Act

Med. Malpractice Income Security Act  896 Arbitration
 REAL PROPERTY CIVIL RIGHTS   PRISONER PETITIONS FEDERAL TAX SUITS  899 Administrative Procedure

210 Land Condemnation  440 Other Civil Rights Habeas Corpus: 870 Taxes (U.S. Plaintiff or
Defendant)

Act/Review or Appeal of
Agency Decision

220 Foreclosure  441 Voting  463 Alien Detainee 871 IRS—Third Party 26 USC
7609

950 Constitutionality of
State Statutes

230 Rent Lease & Ejectment  442 Employment 510 Motions to Vacate
Sentence

240 Torts to Land 443 Housing/
Accommodations  530 General

245 Tort Product Liability  445 Amer. w/Disabilities -  535 Death Penalty IMMIGRATION
290 All Other Real Property  Employment Other:  462 Naturalization Application

 446 Amer. w/Disabilities -  540 Mandamus & Other  465 Other Immigration
 Other  550 Civil Rights  Actions

 448 Education  555 Prison Condition

560 Civil Detainee –
Conditions of
Confinement

V. ORIGIN    (Place an “X” in One Box Only)
Transferred from
another district
(specify)

6  Multidistrict
Litigation
Transfer

8

Multidistrict
Litigation
– Direct
File

 9 Remanded from
Appellate Court

1 Original
Proceeding

2 Removed
from State
Court

 3 Re-filed
(See VI
below)

4 Reinstated
or
Reopened

5 7 Appeal to
District Judge
from Magistrate
Judgment

VI. RELATED/
RE-FILED CASE(S)

(See instructions):  a) Re-filed Case    YES    NO    b) Related Cases   YES    NO
    JUDGE:       DOCKET NUMBER:

VII. CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are filing and Write a Brief Statement of Cause  (Do not cite jurisdictional statutes unless diversity):

LENGTH OF TRIAL via   days estimated (for both sides to try entire case)
VIII. REQUESTED IN

COMPLAINT:
CHECK IF THIS IS A CLASS ACTION
UNDER F.R.C.P. 23 DEMAND $ CHECK YES only if demanded in complaint:

JURY DEMAND:   Yes  No
ABOVE INFORMATION IS TRUE & CORRECT TO THE BEST OF MY KNOWLEDGE
DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY : RECEIPT #      AMOUNT        IFP       JUDGE        MAG JUDGE

12/14/2023

U.S. Securities and Exchange Commission

Palm Beach

Aileen M. Cannon 9:23-cr-80209

15 U.S.C. § 78j(b), securities fraud for running a Ponzi scheme

JS 44   (Rev. 04/21)  FLSD Revised 12/02/2022

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

Authority For Civil Cover Sheet

 The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as required
by law, except as provided by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the
use of the Clerk of Court for the purpose of initiating the civil docket sheet.  Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil
complaint filed.  The attorney filing a case should complete the form as follows:

I. (a) Plaintiffs-Defendants.  Enter names (last, first, middle initial) of plaintiff and defendant.  If the plaintiff or defendant is a government agency, use
only the full name or standard abbreviations.  If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official,
giving both name and title.

(b) County of Residence.  For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the
time of filing.  In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing.  (NOTE: In land condemnation
cases, the county of residence of the “defendant” is the location of the tract of land involved.)

(c) Attorneys.  Enter the firm name, address, telephone number, and attorney of record.  If there are several attorneys, list them on an attachment, noting
in this section “(see attachment)”.

II. Jurisdiction.  The basis of jurisdiction is set forth under Rule 8(a), F.R.C.P., which requires that jurisdictions be shown in pleadings.  Place an “X” in
one of the boxes.  If there is more than one basis of jurisdiction, precedence is given in the order shown below.
United States plaintiff.  (1) Jurisdiction based on 28 U.S.C. 1345 and 1348.  Suits by agencies and officers of the United States are included here.
United States defendant.  (2) When the plaintiff is suing the United States, its officers or agencies, place an “X” in this box.
Federal question.  (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the
Constitution, an act of Congress or a treaty of the United States.  In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and
box 1 or 2 should be marked. Diversity of citizenship.  (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states.  When Box 4
is checked, the citizenship of the different parties must be checked.  (See Section III below; federal question actions take precedence over diversity cases.)

III. Residence (citizenship) of Principal Parties.  This section of the JS 44 is to be completed if diversity of citizenship was indicated above.  Mark this
section for each principal party.

IV. Nature of Suit.  Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of
suit code that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin.  Place an “X” in one of the seven boxes.

Original Proceedings.  (1) Cases which originate in the United States district courts.

Removed from State Court.  (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.  When the petition
for removal is granted, check this box.

Refiled (3) Attach copy of Order for Dismissal of Previous case. Also complete VI.

Reinstated or Reopened.  (4) Check this box for cases reinstated or reopened in the district court.  Use the reopening date as the filing date.

Transferred from Another District.  (5) For cases transferred under Title 28 U.S.C. Section 1404(a).  Do not use this for within district transfers or multidistrict
litigation transfers.

Multidistrict Litigation.  (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407.  When this
box is checked, do not check (5) above.

Appeal to District Judge from Magistrate Judgment.  (7) Check this box for an appeal from a magistrate judge’s decision.

Remanded from Appellate Court. (8) Check this box if remanded from Appellate Court.

VI. Related/Refiled Cases. This section of the JS 44 is used to reference related pending cases or re-filed cases. Insert the docket numbers and the
corresponding judges name for such cases.

VII. Cause of Action.  Report the civil statute directly related to the cause of action and give a brief description of the cause.  Do not cite jurisdictional
statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553

    Brief Description: Unauthorized reception of cable service

VIII. Requested in Complaint.  Class Action.  Place an “X” in this box if you are filing a class action under Rule 23, F.R.Cv.P.
Demand.  In this space enter the dollar amount (in thousands of dollars) being demanded or indicate other demand such as a preliminary injunction.
Jury Demand.  Check the appropriate box to indicate whether or not a jury is being demanded.

Date and Attorney Signature.  Date and sign the civil cover sheet.

AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Titanium Capital LLC
c/o Henry Abdo
Palm Beach County Jail
Main Detention Center, West 2B
3228 Gun Club Road
West Palm Beach, FL 33406

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Henry Abdo
Palm Beach County Jail
Main Detention Center, West 2B
3228 Gun Club Road
West Palm Beach, FL 33406

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Carol Ann Barsh
16 Franklin Street
Edwardsville, PA
18704-1504

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Elias Abdo
Mar Elias Street,
Abdo Residence,
Sin el Fil, Lebanon

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

UNITED STATES DISTRICT COURT
for the

__________ District of __________

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Ganna Migulina
Paseo De Los Tilos 51,
29006 Malaga, Spain

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 9:23-cv-81558 

SECURITIES AND EXCHANGE COMMISSION, 

    Plaintiff,      

v. 

TITANIUM CAPITAL LLC, HENRY ABDO, and   
CAROL ANN BARSH, 
 
    Defendants, and 

 
ELIAS HALIM ABDO and GANNA MIGULINA, 
 
    Relief Defendants. 

___________________________________________/ 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”) for its 

complaint against Henry Abdo (“Abdo”), Titanium Capital LLC (“Titanium” or the 

“Company”), and Carol Ann Barsh (“Barsh”) (collectively, “Defendants”), and Relief 

Defendants Elias Halim Abdo (“Elias Abdo”) and Ganna Migulina (“Migulina”) (collectively, 

“Relief Defendants”) alleges as follows: 

INTRODUCTION 

1. This case concerns an international network of promoters and representatives 

offering and selling fraudulent securities in Titanium without proper registration or pursuant to 

an exemption from such registration.  At the center of this network is Abdo, the manager and 

architect of this scheme.  Since 2014, Titanium has raised over $5.3 million from at least 162 

U.S. and foreign investors, offering investments in purportedly high-yield “Hedge Fund Senior 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 1 of 30



2 
 

Note Agreements.”  Abdo told investors varying stories about Titanium’s investment strategy.  

But typically, Abdo explained to investors that Titanium would loan investors’ pooled funds to 

traders operating on Titanium’s proprietary currency exchange platform, and that investors 

would receive guaranteed double-digit returns with no risk of loss.  None of these claims were 

true.   

2. In fact, Titanium did not execute any of these promised transactions.  Instead, 

Abdo and Titanium misappropriated investor assets by, among other things, paying returns to 

earlier investors, transferring funds to Abdo’s family members and other related parties, paying 

commissions to Titanium’s promoters, and financing Abdo’s international travels.    

3. In short, the investment is a sham, and Abdo, both individually and through 

Titanium, was operating a Ponzi scheme.  Abdo and Titanium knowingly or recklessly 

perpetuated this fraud by engaging in inherently deceptive conduct – such as by making Ponzi 

payments and providing false account information – and by making numerous materially false 

and misleading statements, as described herein.   

4. To pull in more investor victims, Abdo recruited multiple promoters, such as 

Barsh, to assist in offering and selling, without proper registration or pursuant to an exemption 

from such registration, Titanium’s securities.  Using information provided by Abdo and 

Titanium, these promoters solicited investors to purchase Titanium securities and were paid 

commissions based on their sales. 

5. In addition to their false and misleading claims about Titanium’s use of investor 

funds and related deceptive conduct, Abdo and Titanium also falsely claimed to prospective and 

current investors that Titanium was registered with the Commission and that it was 

independently audited. 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 2 of 30



3 
 

6. Abdo’s and Titanium’s misconduct continued until last month, when Abdo was 

arrested by the FBI.  Between 2022 and November 2023, Titanium raised at least $866,000 from 

investors based on these false and misleading claims and deceptive acts.  Consistent with their 

practice of misappropriating investor assets, Abdo and Titanium have used most of these newly 

raised funds to finance Abdo’s personal expenses, pay related parties, and make Ponzi payments 

to earlier investors.  

7. Through their fraudulent conduct, the Defendants have violated Sections 5(a) and 

5(c) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a) and (c)], and Abdo 

and Titanium have violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], and Section 

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

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

8. The Commission seeks a permanent injunction against Abdo, Titanium, and 

Barsh, permanently enjoining them from future violations of the securities laws, a conduct-based 

injunction against Abdo, and a bar against Abdo, prohibiting him from acting as an officer or 

director of a registered or reporting issuer.  The Commission also respectfully requests that the 

Court order Defendants and Relief Defendants to pay disgorgement and prejudgment interest, 

Defendants to pay civil penalties, and such other relief that the Court may deem appropriate.   

JURISDICTION AND VENUE 

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

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

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

10. Venue is proper in this District because Titanium has an office here, and because 

many of Abdo’s and Titanium’s acts and transactions constituting the violations alleged in this 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 3 of 30



4 
 

Complaint occurred in the Southern District of Florida.  Titanium is a registered Florida LLC.  

One of Titanium’s office and mailing addresses is in North Palm Beach, Florida, within the 

Southern District of Florida.  This North Palm Beach address was used to open several Titanium 

bank accounts through which Abdo and Titanium misappropriated investor funds.  Several of 

these accounts were opened at bank branches in the Southern District of Florida.  In addition, 

both the Company’s prospectus and a number of Titanium investment contracts listed the 

Company’s North Palm Beach address.  Titanium also offered and sold its securities to investors 

located in the Southern District of Florida.   

11. In connection with the conduct alleged in this Complaint, Defendants made use of 

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

mails.  Among other things, as alleged below, Defendants have used phones, email, the Internet, 

messaging platforms, and bank wires to perpetrate their scheme. 

DEFENDANTS AND RELIEF DEFENDANTS 

A. Defendants 

12. Titanium is an active Florida LLC, formed in 2014.  Titanium markets itself as a 

“Secure Multi-Currency Fixed Income Fund” “with assets of over $20 million under 

management.”  At no time was Titanium registered with the Commission, nor did it have a class 

of securities registered with the Commission. 

13. Abdo, age 46, is a Lebanese national with a U.S. visa and addresses in Florida.  

Abdo is the founder, principal shareholder, fund manager, CEO, and Chairman of Titanium.  He 

is not registered with the Commission in any capacity, nor is he, to the SEC’s knowledge, 

associated with an entity registered with the Commission.  Abdo is a signatory and account 

holder of Titanium’s known U.S.-based bank accounts.  Between December 2014 and the 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 4 of 30



5 
 

present, he spent almost all investor funds generated by Titanium’s fraudulent sale of securities, 

which, additionally, were offered and/or sold without proper registration or pursuant to an 

exemption from such registration. 

14. Barsh, age 60, is a resident of Edwardsville, Pennsylvania.  Barsh was a 

representative of Titanium who promoted Titanium’s fund to several U.S. investors and potential 

investors and served as a Company representative.  She is not registered with the Commission in 

any capacity, nor is she, to the SEC’s knowledge, associated with any broker-dealer registered 

with the Commission.  Between November 2019 and November 2022, Barsh received at least 

$20,000 in commissions from offering and selling, without proper registration or pursuant to an 

exemption from such registration, Titanium’s securities to investors. 

B. Relief Defendants 

15. Elias Abdo, age unknown, is a Lebanese national and a relative of Abdo.  

Between August 2015 and September 2023, Elias Abdo received at least $100,800 individually, 

and another $101,700 was transferred from Titanium to accounts held jointly by Elias Abdo and 

Henry Abdo.  While these illicit proceeds included U.S. investor funds, many of these jointly 

held bank accounts were located outside of the United States.  These funds represent proceeds 

from the securities fraud alleged herein that Elias Abdo received for no consideration and 

without any legitimate claim to the funds. 

16. Ganna Migulina, age unknown, is Abdo’s wife.  Between June 2015 and 

September 2023, Migulina received at least $200,000 from Titanium’s bank accounts, including 

U.S. investor proceeds from the securities fraud alleged herein for no consideration and without 

any legitimate claim to the funds.    

 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 5 of 30



6 
 

CERTAIN VICTIMS 

17. Investor 1 is an 87-year-old resident of California.  He invested $333,000 in 

Titanium via two checks in June 2022 with memo lines reading “to fund 100K note” and “to 

fund 233K note,” respectively.  To invest in Titanium, Investor 1 liquidated a brokerage account 

and cashed out his savings.  Investor 1’s expectation was that these funds would be invested in a 

manner consistent with Abdo’s and Titanium’s representations in fund documents and other oral 

and written communications. 

18. Investor 2 is a 54-year-old resident of Pennsylvania.  He invested $60,000 in 

Titanium via a wire transfer in February 2020 and a check in December 2020.  Based on oral 

representations from Barsh and Abdo and written materials from Titanium, Investor 2 believed 

his funds would be profitably invested in the manner described.  To date, Investor 2 has not 

received any returns from his investments.    

19. Investors 3 and 4 are 71-year-old retirees who reside in Pennsylvania.  In 

November 2019, they invested $30,000 with Titanium via wire transfer with the expectation that 

their funds would be invested in Titanium in a manner consistent with Barsh’s representations 

and those made by Abdo and Titanium in fund documents and other oral and written 

communications.   

20. Investor 5 is a 53-year-old resident of Georgia.  In December 2020 and February 

2021, she invested $50,000 and $73,000 in Titanium, respectively.     

21. Investor 6 is a 49-year-old resident of North Carolina.  In October 2019, he 

invested $75,000 in Titanium with the understanding that his funds would be invested in a 

manner consistent with Abdo’s and Titanium’s representations in fund documents and other oral 

and written communications.  

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 6 of 30



7 
 

22. Investors 7 and 8 are 52- and 58-year-old residents of Florida, specifically of this 

District.  They invested approximately $190,000 in Titanium between 2017 and 2020 with the 

expectation that their funds would be invested in a manner consistent with Abdo’s and 

Titanium’s representations in fund documents and other oral and written communications.      

FACTS 

A. The Titanium Investment Scheme 
 

23. Since at least 2014, Abdo and Titanium have solicited and obtained more than 

$5.3 million from at least 162 investors worldwide, who believed they were making a zero-risk 

investment.  Abdo and Titanium told most investors that their investments were used to secure 

loans to third-party traders using “a proprietary multi-currency exchange platform” and that 

Titanium had never registered “a single monthly loss.”  Abdo and Titanium have 

misappropriated virtually all investor money, even as they continued until Abdo’s recent arrest to 

solicit new investors and obtain additional funds. 

24. Claiming to operate in more than 100 countries with an international advisory 

board including Nobel Laureates and international politicians, Titanium offered investments in a 

“Multi Currency Investment Fund” via “Hedge Fund Senior Note Agreements” (the 

“Subscription Agreements”).  Abdo is the manager of this purported fund and signed the 

Subscription Agreements, initialing each page on Titanium’s behalf.   

25. Abdo and Titanium, both directly and through promoters such as Barsh, 

guaranteed annual returns of 10 percent for a one-year investment, 12 percent for a two-year 

investment, and 15 percent for a three-year investment, with interest available on an annual, bi-

annual, or quarterly basis.  Some investors were promised incentivized return levels if, for 

example, it took less time for them to decide to invest. 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 7 of 30



8 
 

26. Investors were unable to access their principal until the end of the selected term, 

and Titanium required 90 days’ written notice from investors before they could withdraw their 

funds.  Otherwise, terms were automatically renewed.   

27. Some of Titanium’s investors agreed to roll over their investments at the end of 

the selected term instead of receiving a pay-out, believing that doing so would lead to 

compounded interest.  These roll overs allowed Abdo and Titanium to capture investor funds for 

longer, without the pressure to provide interest payments or return investors’ principal. 

B. Defendants’ Fraudulent Offer and Sale of Securities in Titanium 
 

28. Abdo often spoke directly to prospective investors and signed Subscription 

Agreements as Titanium’s manager.  In addition to his own efforts, Abdo recruited a network of 

individuals, including existing investors, to solicit new investors.    

29. For instance, prior to investing in Titanium, Investor 1 attempted to conduct his 

own due diligence through the promoter who introduced him to Titanium.  Investor 1 asked the 

promoter for testimonials from other investors, contacts at Titanium’s banks, and a profit and 

loss statement.  Based on responses to his inquiries, Investor 1 believed that Titanium was not a 

Ponzi scheme, and that his funds would be safely deposited at a U.S. bank, untouched by 

Titanium.  Investor 1 felt pressured by both Abdo and the promoter to invest sooner rather than 

later and was impressed by Abdo’s supposed background as a chief architect of the Euro 

currency.  Ultimately, in June 2022, Investor 1 purchased Titanium securities.   

30. Abdo often referenced his faith to exploit the trust of religious investors.  For 

example, in 2021, a promoter introduced Investor 6 to Abdo to discuss Titanium.  Investor 6 was 

not convinced he would invest until Abdo told him they were of the same faith.  Abdo’s shared 

affinity made Investor 6 trust Abdo and believe his assertion that Titanium was a safe 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 8 of 30



9 
 

investment.  Similarly, Investors 7 and 8 were introduced to Abdo in 2015 at a church in Turkey.  

Over the course of three years, Investors 7 and 8 signed several Subscription Agreements with 

Abdo, investing approximately $190,000.     

31. As recently as September 2023, as part of an FBI investigation, Abdo directly 

offered to sell Titanium securities to an undercover agent.     

32. As a promoter, Barsh introduced investors to Titanium who had otherwise never 

heard of it.  For instance, Barsh told Investors 2, 3, and 4 that Titanium was entirely secure.  Like 

Abdo, Barsh recruited these investors from within her own religious community.  Barsh 

contacted Investor 2 about the opportunity to invest in Titanium.  As part of her pitch, she invited 

him to her house to review Titanium’s promotional materials and explained what his potential 

returns could be.  Prior to their investment, Barsh also directed Investors 3 and 4 to Titanium’s 

website.  Barsh encouraged Investors 3 and 4 to invest and cited her own returns as proof that 

Titanium was a secure investment.  Ultimately, to reassure Investors 2, 3, and 4, Barsh 

enthusiastically put them on the phone with Abdo before they invested.  Investors 2, 3, and 4 all 

purchased Titanium securities.  

33. Abdo and Titanium also solicited investors through one-on-one communications, 

social media posts, outreach on networking websites such as LinkedIn, and the distribution of 

promotional materials, including Titanium’s elaborate prospectus (the “Prospectus”), which 

outlined Titanium’s success, security, and promise of guaranteed returns.  The Prospectus 

contained claims mirroring those Abdo often made directly to investors.  Abdo appeared in at 

least one published interview boasting of Titanium’s zero-risk investment and philanthropic 

efforts.  Barsh posted the Prospectus and messages about investing with Titanium on her 

LinkedIn profile page and shared a photograph of herself and Abdo attending Titanium events.   

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 9 of 30



10 
 

34. Interested investors received a blank Subscription Agreement, often via email or 

the internet-based messaging platform WhatsApp, which outlined the investment amount, rate of 

return, applicable interest rate, and term of the investment, and included wire and bank account 

instructions.  Sometimes promoters sent these agreements to investors, and sometimes Abdo did.  

The Subscription Agreements stated that “at all times” during the investment term, Titanium 

guaranteed that the investor’s principal would “be used in the Hedge Fund model of the company 

as stated.”  The Subscription Agreements listed Abdo as the “Manager” of Titanium and some 

versions listed the Company’s North Palm Beach, Florida address.   

35. To execute the Subscription Agreement, both Abdo and the investor initialed each 

page and signed under a line reading “[i]ntending to be legally bound hereby, the parties hereto 

have set their hands and seals” on the date given.  Investor funds transmitted to Titanium were 

then pooled in its bank accounts, which were owned and controlled by Abdo.      

36. Some investors received welcome materials directly from Abdo via email, 

including a password and username for an online database where they could access their 

purported account information.  The account dashboard could include such information as the 

investor’s name, Abdo’s contact information as the “account manager,” hyperlinks to executed 

investment contracts, the bank where investor funds were purportedly held, the agreed upon rate 

of return, and the date investors could expect to receive their return and interest.    

C. Abdo’s and Titanium’s Ponzi Scheme and Misappropriation of Victims’ 
Assets 
 

37. None of the $5.3 million raised in this way was used by Abdo or Titanium for the 

stated investment purposes.  Most of that money is now gone, used instead by Abdo and 

Titanium to make Ponzi-like payments to earlier investors, transfer funds to Abdo’s relatives and 

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related parties, and pay Abdo’s personal expenditures, such as extensive travel through Europe 

and Western Asia and cash withdrawals at casinos.    

38. Titanium’s known U.S. bank accounts reveal this pattern of misappropriation.  

For example, Investor 1 invested a total of $333,000 in Titanium via two checks in June 2022.  

But Investor 1’s funds were never used as promised.   

39. On June 27, 2022, when Investor 1’s checks posted to Titanium’s account ending 

in -3101, the account had a starting balance of $1,031.85.  From June 27 to August 26, 2022, 

bank statements show that Abdo and Titanium used Investor 1’s money to make at least 

$134,090 in payments to at least 68 other investors, including Investors 3 and 4.  Other than 

Investor 1’s investments, there were no incoming deposits to fund these Ponzi payments to 

earlier investors.   

40. During the same period, Abdo and Titanium also used Investor 1’s money to pay 

five related parties a total of $43,650.  As an example, payments were made to:  

(1) Elias Abdo, who has no known business association with Titanium, yet 
received $17,500 via three wire transfers out of Titanium’s account ending in 
-3101 on July 29, 2022, August 12, 2022, and August 25, 2022;  

(2) Migulina, Abdo’s wife, who received $12,900 via three wire transfers out of 
Titanium’s account ending -3101 on July 27, 2022, July 29, 2022, and August 
26, 2022;  

(3) Related Party 1, who is listed as the Vice Chairman of Titanium and Special 
Advisor to the Fund Manager in the Prospectus and received $7,000 via a wire 
transfer from Titanium’s account ending in -3101 on August 4, 2022; and  

(4) Related Party 2, who is listed as the Managing Director – Cyprus and the 
Middle East in the Prospectus and received $5,000 via a wire transfer from 
Titanium’s account ending in -3101 on August 8, 2022.   

There were no incoming deposits, other than Investor 1’s investment, to fund these 

related party payments.   

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41. Between June 29 and August 31, 2022, Abdo and Titanium also spent over 

$89,000 of Investor 1’s investment funds on various expenses.  For example, Abdo, using a debit 

card for Titanium’s account ending in -3101, made charges at hotels in Malta, Austria, and 

Turkey, as well as numerous charges to Hotels.com for unknown locations; purchased various 

flights from different airlines; and made food, clothing, and other shopping purchases.  There 

were no other incoming deposits, other than Investor 1’s investment, to pay for these expenses.   

42. Like Investor 1, Investor 6’s $75,000 investment was almost immediately misused 

by Abdo and Titanium.  On October 21, 2021, this investment increased Titanium’s balance in 

bank account ending in -2710 to $81,456.27.   

43. Within five days of Investor 6’s wire transfer to Titanium, approximately $40,000 

was disbursed to 32 other investors, including Investor 7.  On October 25, 2021, an additional 

$16,000 was sent to related parties and a Relief Defendant, including: (1) $3,000 to Related Party 

6, listed as Titanium’s Head of Russian Markets in the Prospectus; (2) $2,000 to Related Party 5; 

and (3) $4,000 to Elias Abdo.  Without the funds from Investor 6, Abdo and Titanium could not 

have covered all these expenses.      

44. Still other examples of this fraudulent and deceptive conduct reveal the extent to 

which Abdo and Titanium were brazenly operating a Ponzi scheme.  For instance, on November 

21, 2019, Investors 3 and 4 invested $30,000 with Titanium via wire transfer.  This investment 

increased Titanium’s balance in bank account ending -2710 to $76,893.60.   

45. Instead of being used as promised, Investor 3 and 4’s funds, along with funds of 

other investors, were transferred from the Titanium bank account ending in -2710 to another 

Titanium bank account ending in -9768.  On November 27, 2019, Titanium transferred $79,000 

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between the two bank accounts, increasing the balance in account -9768 to $92,342.62 and 

decreasing the balance in account -2710 to $4,934.67.   

46. Then, from December 4 through December 26, 2019, the transfer described in 

Paragraph 45, which included Investor 3 and 4’s investment, funded interest payments to 12 

other investors, totaling $34,013, including a payment to Investor 7.  This transfer also funded 

six related party transactions, totaling $23,084.72.  The payments included:  

(1) $2,000 to Related Party 3, listed as Titanium’s Managing Director for Africa 
in the Prospectus, on December 9, 2019;  

(2) $8,500 to Related Party 1 on December 9, 2019;  

(3) $5,000 to Related Party 4, listed as Titanium’s Head of Scandinavian Markets 
Division in the Prospectus, on December 12, 2019; and  

(4) $5,000 to Related Party 6 on December 31, 2019.   

Lastly, from December 4 through December 31, 2019, the same transfer funded over $20,000 in 

expenses incurred by Abdo, including $11,831.08 in cash withdrawals, nearly $5,000 of which 

was taken out at a hotel and casino in Cyprus; $2,386.67 on Turkish Airlines flights; $700.43 at 

duty free shops in Spain; and $348.88 at Sephora.  Without the money from Investors 3 and 4 

and other investors, Abdo and Titanium could not have covered these expenses.  

47. Abdo’s and Titanium’s conduct is not new or occasional.  They have engaged in 

this same type of fraudulent and deceptive misconduct for years.  For example, in December 

2020 and February 2021, Investor 5 invested $50,000 and $73,000 in Titanium, respectively.  

Abdo and Titanium used her investment to perpetuate this Ponzi scheme.  

48. On February 24, 2021, Investor 5 deposited a $73,000 check, written to Titanium, 

into Titanium’s account ending in -2710.  The balance in the account prior to Investor 5’s deposit 

was $789.93.  From February 24 through March 1, 2021, Investor 5’s investment was used to 

pay returns totaling $39,991 to at least 18 non-U.S. investors.  Abdo also spent $9,074.68 of 

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these funds on various expenses, including nearly $4,000 in cash withdrawals in Skopje, North 

Macedonia, and paid nearly $400 each to technology company Alibaba and Pegasus Airlines.  

Lastly, approximately $21,000 was paid to related parties.  No incoming funds or pre-existing 

balance during this period covered these expenditures other than Investor 5’s funds.    

49. During this time period, Titanium’s bank accounts, which Abdo controlled and 

owned, did not reflect transfers to or from any currency exchange platform or otherwise reflect 

Titanium’s operating of the business described to investors.  Nevertheless, Abdo repeatedly and 

falsely told investors that their money was profitably invested.  In fact, Investors 2 and 6 could 

see figures purportedly reflecting their investments, interest rate, interest accrued, and expected 

pay out dates on their online Titanium dashboards provided to them by Abdo. 

50. Yet those pay out dates consistently came and went.  To avoid revealing his fraud, 

Abdo discouraged investors from making withdrawals and encouraged them to roll over their 

investments.  Many investors, despite requests, have still not received their promised investment 

returns or the return of their principal.  Abdo frequently cited his inability to move funds back to 

U.S. bank accounts as a reason for these delays.   

51. For instance, Investor 1 spoke to Abdo on the phone several times after he did not 

receive his first expected interest payment in January 2023.  Between January and April 2023, 

Abdo represented to Investor 1 that the delays were due to bank processing issues.  After 

Investor 1’s second interest payment date lapsed, Abdo made similar excuses.  Abdo told 

Investor 1 that because Abdo had changed banks or because the U.S. government needed to 

approve the transfers, he could not transfer Investor 1’s returns on the payout date.  Investor 1 

has yet to receive all the returns Abdo and Titanium promised him. 

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52. Another example is Investors 3 and 4 who, about a year after originally investing, 

grew concerned with Titanium’s legitimacy and reached out to Barsh to recover their principal 

investment and accrued interest.  After a lengthy delay, Titanium repaid $30,000 plus earnings of 

$5,000 to Investors 3 and 4, some of which came from other investors.  For example, on July 27, 

2022, Investors 3 and 4 received a payment of $20,000 via wire from Titanium’s account ending 

in -3101.  That payment was funded by Investor 1’s June 2022 investment.  There were no other 

deposits into the account between Investor 1’s deposit on June 27, 2022 and the payment to 

Investors 3 and 4 on July 27, 2022. 

53. Yet another example is Investor 6, who did not receive an interest payment on his 

investment until he reached out to Abdo multiple times.  Almost a year after his expected pay out 

date, Investor 6 received an $18,000 interest payment in March 2023.  Unbeknownst to him, this 

interest payment was mostly funded by the deposits of other investors.  In August 2023, Investor 

6 reached out to Abdo again over WhatsApp to inform Abdo that he wanted remittance of his 

principal and any owed returns when his Subscription Agreement expired in November 2023, 

Investor 6 wanted a.  In response, Abdo told Investor 6 that he would give him his money back.  

Investor 6 asked for this assurance in writing, but never received it.  In November 2023, Investor 

6 messaged Abdo again, asking for at least a portion of his principal back by the end of the 

month.  Abdo said he would do his best, signing off with “Jehovah be with you.”  Investor 6 

never heard from Abdo again.    

54. As a promoter, Barsh also updated investors on their accounts.  Every year after 

Investor 2’s initial investment, Barsh contacted him about his annual profit and asked whether he 

wanted to roll over his investment.  Believing Barsh’s and Titanium’s representations that his 

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interest would compound, Investor 2 opted to roll over his profits several times.  He has still 

never received a payment.    

D. Abdo’s and Titanium’s Materially False and Misleading Statements 

55. To recruit investors and perpetuate this scheme, Abdo and Titanium, in addition 

to their repeated deceptive conduct, knowingly or recklessly made numerous materially false and 

misleading statements about Titanium to investors, including through direct conversations with 

prospective investors, promoters such as Barsh, and in the Prospectus, Subscription Agreements, 

and other promotional materials.   

i. Abdo and Titanium Misrepresented Titanium’s Investment Strategy 
and Risks 
 

56. Titanium maintained that its investment strategy entailed no risk of loss.  Largely, 

Abdo and Titanium claimed to loan investor funds to traders who made “micro-trades” or 

exchanged currencies on Titanium’s “proprietary multi-currency Forex platform” for a fee, 

which Titanium allegedly used to generate investor returns.  Investors agreed to a fixed term in 

exchange for “a fixed returns rate.”   

57. In a signed statement in the Prospectus, Abdo stated that Titanium’s “zero risk 

trading platform . . . skillfully uses micro-trades and management fees to fix returns irrespective 

of market conditions.”  Abdo further represented that Titanium, and its purported parent 

company (“Titanium Capital PTE”), would underwrite and fully guarantee investors’ capital and 

accrued returns.   

58. Abdo highlighted the unique nature and safety of this investment strategy when 

pitching Titanium to potential investors.  Prior to his June 2022 investment, Investor 1 attempted 

to conduct due diligence on Titanium.  Email responses from the promoter, as well as Titanium’s 

Prospectus, indicated that Abdo, Titanium, and Titanium Capital PTE would cover any losses to 

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investors.  The Subscription Agreement signed by Investor 1 and Abdo pledged that Investor 1’s 

principal investment was “at all times protected.”  These claims led Investor 1 to believe that he 

was guaranteed to at least receive his principal back and that it would not be misappropriated by 

Abdo or Titanium.  

59. Similarly, in a June 13, 2023 phone call with an undercover FBI agent, Abdo 

explained that Titanium used investor funds to lend money to third parties using its proprietary 

multi-currency exchange platform.  Titanium charges these third parties a commission for using 

Titanium’s “software.”  This “software” enabled traders to exchange funds to more profitable 

currencies within a “fraction of a second.”  Abdo further emphasized that Titanium’s exchange 

platform would “work[] as long as” at least “one currency and one commodity” were still traded 

anywhere in the world, making it “a safe hub . . . for investors.”  Abdo also gave his routine pitch 

about Titanium’s guaranteed returns and explained how investment returns could compound to 

102 percent if investors opted to receive less frequent payouts.      

60. But no such Titanium currency exchange platform existed.  

ii. Abdo and Titanium Made False and Misleading Statements 
Regarding Fees and the Use of Investor Funds 

 
61. Abdo and Titanium insisted that investors would receive a fixed rate of return, 

guaranteeing both the principal investment and expected profits.  Abdo and Titanium touted the 

lack of hidden fees as one of Titanium’s advantages over other investments.  Investors were 

promised the entirety of the agreed-upon rate of return with no deductions for management, 

administrative, arrangement, entry, exit, or success fees.  Abdo and Titanium represented that 

only the third-party traders who utilized Titanium’s proprietary currency exchange had to pay a 

transaction fee, which helped secure investors’ returns.  Neither the Prospectus nor the 

Subscription Agreements suggested that investor funds could be used to cover Abdo’s personal 

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expenses.  At most, the Prospectus indicated that profits made by Titanium would be “donated to 

humanitarian causes.”    

62. Abdo and Titanium also led investors to believe that no fees or expenses would be 

deducted from their investments.  For instance, Investor 6 was never informed by Abdo or 

otherwise that his funds would be used for fees, payments to other investors, or Abdo’s personal 

expenses.   

63. Similarly, in June 2023, Abdo told the undercover FBI agent that commissions 

were only collected from “transactions for third parties,” and not from Titanium’s investors.  

Abdo represented that investment returns would not be diluted by hidden fees but would instead 

be secured by the fees charged to the traders utilizing Titanium’s proprietary exchange.    

64. Abdo’s and Titanium’s claims were false.  The money collected from investors 

was not untouched by Titanium.  Instead, it was used to cover commissions to promoters, Abdo’s 

personal expenses, payments to related parties, and Ponzi payments to earlier investors.  

Titanium’s purported exchange did not generate fees that secured investor returns, because 

investor funds were not used as loans to traders as repeatedly advertised.   

iii. Abdo and Titanium Made False and Misleading Statements 
Regarding Titanium’s Registration Status with the Commission 

 
65. To lend legitimacy to this operation and create the false impression that 

Titanium’s conduct was monitored and sanctioned by a U.S. government agency, the Prospectus 

and Subscription Agreement represented that Titanium was “registered . . . with the Securities & 

Exchange Commission (SEC) in the United States of America.”  Based on their interactions with 

Titanium representatives and promoters, including Barsh, and the materials they received, 

Investor 1, Investor 2, and Investors 3 and 4 believed that Titanium was registered with the SEC.  

In fact, several investor victims specifically inquired about Titanium’s status with the 

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Commission as a factor in their pre-investment due diligence.  In June 2023, Abdo portrayed to 

the undercover FBI agent that Titanium had been regulated by the U.S. government for the last 

nine years and that the SEC, IRS, Federal Reserve, and State of Florida closely examined 

Titanium’s books and records.   

66. Although Titanium filed three Form D notices of exempt offerings with the 

Commission in 2015, 2018, and 2022, Form D filings do not represent registration with, or 

approval by, the SEC.  In truth, Titanium is not, and has never been, registered with the 

Commission in any capacity.   

iv. Abdo and Titanium Made False and Misleading Claims that Titanium 
was Independently Audited 

 
67. Titanium’s Prospectus also represented that Titanium is “[i]ndependently 

audited.”   

68. This statement is false.  There is no evidence that Titanium was subject to the 

scrutiny of an independent auditor.  Instead, Titanium’s only alleged accountant is also its 

registered agent, not an independent auditor.  This individual, referred to elsewhere in this 

Complaint as Related Party 5, is a signatory on many of Titanium’s accounts and is responsible 

for much of its banking, including conducting transfers between accounts, depositing funds, and 

writing checks to investors and related parties.  Related Party 5 signed Titanium’s Form D filings 

with the Commission and has sent and received numerous transfers to and from Titanium’s bank 

accounts.   

E. Defendants’ Unregistered Offer and Sale of Securities  

69. Based on the facts alleged above and herein, Defendants offered and sold 

securities in Titanium without proper registration or pursuant to an exemption from such 

registration.  Pursuant to the Subscription Agreements, investors’ money was to be placed in a 

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common fund, of which Abdo was the ostensible fund manager and Titanium’s primary control 

person.  Investors were passive – their funds were “locked up” for various periods of time – and 

were entirely dependent on Abdo’s and Titanium’s investment expertise and efforts to realize 

any purported returns.  

70. No registration statement was filed or in effect with the Commission pursuant to 

the Securities Act with respect to the securities that Defendants offered and sold.  

71. Instead, Titanium made Form D filings with the Commission in 2015, 2018, and 

2022, stating that offerings by Titanium were exempt from the registration requirements imposed 

by the federal securities laws pursuant to Rule 504(b)(1) of Regulation D of the Securities Act.  

These filings listed Abdo as a “manager” and described the types of securities offered as “Pooled 

Investments 99 Accredited LLC Members.”  However, Titanium failed to comply with the rules 

that would permit such an exemption.  As such, the Titanium securities offerings were not 

exempt from the registration requirements of Sections 5(a) and (c) of the Securities Act.    

72. Defendants also engaged in general solicitation by offering investments in 

Titanium to many investors in the United States and abroad.  Abdo and promoters for Titanium, 

such as Barsh, contacted potential investors with whom they had no prior relationship and posted 

information about Titanium on public social media accounts.  For example, Barsh created posts 

soliciting new investors on her publicly available LinkedIn profile.  In one such post, Barsh 

posted a link to a YouTube video about Titanium’s “Comparative Analysis” with the caption: 

“Just another great reason to invest with Titanium Capital LLC.  Feel free to contact me with 

more details. #investment #investments #finance #investing.”  Abdo also spoke about Titanium’s 

purported zero-risk trading platform and guaranteed returns in at least one published interview. 

 

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F.   Abdo and Titanium Continued to Solicit and Deceive New Victims 

73. From January through October 2023, Abdo and Titanium raised nearly $428,000 

from at least seven investors.  Nearly a third of these funds came from new investors who appear 

to have been solicited by Abdo and Titanium in the last year. 

74. Abdo and Titanium also continued to make fraudulent interest payments to earlier 

investors, make payments to related parties and Relief Defendants, and pay for Abdo’s 

globetrotting and personal expenses. 

75. For example, from January through October 2023, Abdo and Titanium paid out 

approximately $170,000 to investors; made over $80,000 in cash withdrawals across the world, 

including in Las Vegas, Kuala Lumpur, and a casino in Macao; and spent close to $40,000 on 

expenses such as hotels, flights, jewelry stores, and restaurants.  

76. From January to October 2023, Abdo and Titanium also made close to $80,000 in 

payments to related parties, including wire payments to Elias Abdo described as “living 

expenses” and “sick mother expenses.”  Similarly, since January 2023, close to $23,000 was 

wired to Migulina.   

77. In addition, Titanium, through Abdo and other account signatories, opened at least 

four new bank accounts in the United States since December 2022 to continue this fraud. 

78. Abdo and Titanium continued to solicit new victims and deceive existing 

investors during this period.  After his initial June 2023 call, Abdo met with the undercover FBI 

agent as recently as September 2023.  In both conversations, Abdo made brazen 

misrepresentations in the hopes of soliciting investments. 

 

   

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G. Abdo and Titanium Acted Knowingly or Recklessly by Operating a Ponzi 
Scheme and When Making the Misrepresentations Described Above 

79. As alleged above, Abdo acted knowingly or recklessly when he misappropriated 

assets for his own personal use, diverted new investor funds to earlier investors, posted false 

investor account information, and made claims to investors about his investment strategy that he 

must have known were false.  As alleged herein, Abdo is the founder of Titanium, its public 

representative, and controls the Company.  Abdo signed the account opening documents for the 

Titanium accounts referenced in this Complaint and provided government-issued identification 

to open the accounts at several banks.  Additionally, a number of Western Union wire transfers 

to investors, related parties, and Relief Defendants were initiated by Abdo.  As described above, 

the misappropriated investor funds were transferred in and out of these bank accounts owned and 

accessed by Abdo.  Further, Abdo made several debit card charges using investor funds in 

Titanium’s accounts.    

H. Relief Defendants Received Proceeds from Defendants’ Fraud, to Which 
They Have No Legitimate Claim  

80. As alleged above, both Relief Defendants received proceeds from Defendants’ 

fraud for which they provided no reciprocal goods or services, and to which they have no 

legitimate claim.  As a result, those funds should be returned to Titanium’s defrauded investors.  

VIOLATIONS ALLEGED 

COUNT I 

Unregistered Offers and Sales of Securities in Violation of Sections 5(a) and 5(c) of 
the Securities Act 

 
(All Defendants) 

 
81. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

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82. By engaging in the conduct described above, Defendants directly or indirectly, 

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

or of the mails, to offer to sell or to sell securities, or to carry or cause such securities to be 

carried through the mails or in interstate commerce for the purpose of sale or delivery after sale. 

83. No valid registration statement was filed with the Commission or was in effect 

with respect to any offering or sale alleged herein (Paragraphs 69–72).  Despite the filing of three 

Forms D on behalf of Titanium in 2015, 2018, and 2022, there was no exemption applicable for 

the offer and sale of the Titanium securities from the registration requirements of the Securities 

Act (Paragraphs 70–71). 

84. By engaging in the foregoing conduct, Defendants violated, and unless restrained 

and enjoined will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 

77e(a) and 77e(c)]. 

COUNT II 
 

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(1) of 
the Securities Act 

 
(Against Defendants Abdo and Titanium) 

 
85. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

86. From at least 2014 through the present, Defendants Abdo and Titanium, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, knowingly or recklessly 

employed devices, schemes, or artifices to defraud by using new investor money to pay previous 

investors, misappropriating investor funds, and purporting to operate as a legitimate company 

while in fact operating as a Ponzi scheme (Paragraphs 37-54). 

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87. By engaging in the conduct described above, Defendants Abdo and Titanium each 

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(1) of the 

Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT III 
 

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(2) of 
the Securities Act 

 
(Against Defendants Abdo and Titanium) 

 
88. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

89. From at least 2014 through the present, Defendants Abdo and Titanium, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, negligently obtained money 

or property by means of untrue statements of material facts and omissions to state material facts 

necessary in order to make the statements made, in the light of the circumstances under which 

they were made, not misleading by misrepresenting to investors, among other things, the 

registration status of the Company, the use of their assets, and the source of purported returns 

(Paragraphs 55-68). 

90. By engaging in the conduct described above, Defendants Abdo and Titanium each 

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(2) of the 

Securities Act [15 U.S.C. § 77q(a)(2)]. 

COUNT IV 
 

Fraud in Connection with the Offer or Sale of a Security in Violation of Section 17(a)(3) of 
the Securities Act 

 

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(Against Defendants Abdo and Titanium) 
 

91. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

92. From at least 2014 through the present, Defendants Abdo and Titanium, in the 

offer or sale of securities by use of any means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, negligently engaged in 

transactions, practices, or courses of business which have operated, are now operating, or will 

operate as a fraud or deceit upon the purchasers by using new investor money to pay previous 

investors, misappropriating investor funds, and by purporting to operate as a legitimate company 

while in fact operating as a Ponzi scheme (Paragraphs 37-54). 

93. By engaging in the conduct described above, Defendants Abdo and Titanium each 

violated, and unless restrained and enjoined will continue to violate, Section 17(a)(3) of the 

Securities Act [15 U.S.C. § 77q(a)(3)]. 

COUNT V 
 

Fraud in Connection with the Purchase or Sale of Securities in Violation of Section 
10(b) and Rule 10b-5(a) and (c) of the Exchange Act 

 
(Against Defendants Abdo and Titanium) 

 
94. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

95. From at least 2014 through the present, Defendants Abdo and Titanium, directly 

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly employed devices, schemes or artifices to defraud in connection with the 

purchase or sale of any security by using new investor money to pay previous investors, 

misappropriating investor funds, and by purporting to operate as a legitimate company while in 

fact operating as a Ponzi scheme (Paragraphs 37-54). 

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96. By engaging in the foregoing misconduct, Defendants Abdo and Titanium each 

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

COUNT VI 
 

Fraud in Connection with the Purchase or Sale of Securities in Violation of Section 
10(b) and Rule 10b-5(b) of the Exchange Act 

 
(Against Defendants Abdo and Titanium) 

 
97. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

98. From at least 2014 through the present, Defendants Abdo and Titanium, directly 

or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly made untrue statements of material facts or omitted to state material 

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

which they were made, not misleading, in connection with the purchase or sale of any security. 

99. By engaging in the foregoing misconduct, Defendants Abdo and Titanium each 

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

COUNT VII 
 

Unjust Enrichment  
 

(Against All Relief Defendants) 
 

100. The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint. 

101. Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] states: “In any 

action or proceeding brought or instituted by the Commission under any provision of the 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 26 of 30



27 
 

securities laws, the Commission may seek, and any Federal court may grant, any equitable 

relief that may be appropriate or necessary for the benefit of investors.” 

102. As described above, Relief Defendants received investor funds and assets that 

were the proceeds, or are traceable to the proceeds, of Defendants’ unlawful activities, as 

alleged in Paragraphs 1 through 80 above, and Relief Defendants have no legitimate claims 

to those proceeds and gave no consideration for exchange of those funds. 

103. Relief Defendants obtained the funds and assets as part of and in furtherance 

of the securities violations alleged in Paragraphs 1 through 80 above and under 

circumstances in which it is not just, equitable, or conscionable for them to retain the funds 

and assets.  As a consequence, Relief Defendants were unjustly enriched.   

RELIEF REQUESTED 
 

WHEREFORE, the Commission respectfully requests that the Court find Defendants 

committed the violations alleged, and grant the following relief: 

A. Permanent Injunction 

 Issue an Order permanently restraining and enjoining the Defendants, their officers, 

agents, servants, employees, attorneys, and all persons in active concert or participation with 

them, and each of them, from violating the federal securities laws alleged in this Complaint.  

 B. Conduct-Based Injunction 

Issue an Order pursuant to Exchange Act Sections 21(d)(1) and 21(d)(5) [15 U.S.C. 

§§ 78u(d)(1) and (5)] permanently enjoining Abdo from, directly or indirectly, including, but not 

limited to, through any entity owned or controlled by him, participating in the issuance, 

purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent 

Abdo from purchasing or selling securities for his own personal account.   

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 27 of 30



28 
 

C.   Disgorgement and Prejudgment Interest 

 Issue an Order directing all Defendants and Relief Defendants to disgorge all profits or 

proceeds received from investors as a result of the misrepresentations, acts and/or courses of 

conduct complained of herein, with prejudgment interest thereon, with such disgorgement and 

prejudgment interest on a joint and several basis as to Abdo and Titanium, pursuant to Exchange 

Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and (7)]. 

D.   Civil Monetary Penalties 

Issue an Order directing Defendants to pay civil money penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)]. 

E.  Officer and Director Bar 

 Issue an Order pursuant to Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and 

Section 21(d) of the Exchange Act [15 U.S.C. § 77u(d)] permanently prohibiting Abdo from 

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

Section 12 of the Exchange Act [15 U.S.C. § 78l], or that is required to file reports with the 

Commission pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

F.   Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

G.   Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

to entertain any suitable application or motion by the Commission for additional relief within the 

jurisdiction of this Court. 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 28 of 30



29 
 

DEMAND FOR JURY TRIAL 

The Commission hereby demands a jury trial on any and all issues so triable. 

Dated: December 14, 2023 

 
      Respectfully submitted, 

 
      _________/s/_________ 

Daniel J. Maher 
Trial Counsel 
S.D. Fla. Bar No. A5502597 
Telephone: 202-551-4737 
[email protected] 
 
Rebecca R. Dunnan 
Trial Counsel 
S.D. Fla. Bar No. A5503152 
Telephone: 202-551-3813 
[email protected]  
 
Brook Jackling DeVeas 
Counsel 
S.D. Fla. Bar No. A5503155 
Telephone: 202-551-2302 
[email protected]  
 
Adrienne Adkins 
Counsel 
Telephone: 202-551-5474 
[email protected]  
 

      Attorneys for Plaintiff 
      UNITED STATES SECURITIES AND  
      EXCHANGE COMMISSION 
      100 F Street, NE 
      Washington, DC 20549 
 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 29 of 30

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


30 
 

 
OF COUNSEL: 
Amy L. Friedman 
U.S. Securities and Exchange Commission 
100 F Street, NE 
Washington, DC 20549 
[email protected] 
 

 
 

Case 9:23-cv-81558-XXXX   Document 1   Entered on FLSD Docket 12/14/2023   Page 30 of 30



JS 44   (Rev. 04/21)  FLSD Revised 12/02/2022      CIVIL COVER SHEET 

The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided 
by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating 
the civil docket sheet.   (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.) NOTICE: Attorneys MUST Indicate All Re-filed Cases Below. 

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant 
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY) 

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF 
THE TRACT OF LAND INVOLVED. 

(c) Attorneys (Firm Name, Address, and Telephone Number)  Attorneys (If Known)

(d) Check County Where Action Arose:  MIAMI- DADE       MONROE       BROWARD    PALM BEACH    MARTIN   ST. LUCIE     INDIAN RIVER    OKEECHOBEE   HIGHLANDS 
 

II. BASIS OF JURISDICTION      (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff)
(For Diversity Cases Only)  and One Box for Defendant) 

1   U.S. Government  3 Federal Question   PTF    DEF  PTF     DEF 
Plaintiff (U.S. Government Not a Party) Citizen of This State  1 1 Incorporated or Principal Place 4   4

of Business In This State 

2   U.S. Government  4  Diversity Citizen of Another State  2 2 Incorporated and Principal Place 5    5 
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a 
Foreign Country  3 3 Foreign Nation 6    6

IV. NATURE OF SUIT   (Place an “X” in One Box Only)   Click here for: Nature of Suit Code Descriptions 
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES 

 110 Insurance   PERSONAL INJURY    PERSONAL INJURY  625 Drug Related Seizure 422 Appeal 28 USC 158  375 False Claims Act 
 120 Marine  310 Airplane  365 Personal Injury  -   of Property 21 USC 881  423 Withdrawal  376 Qui Tam (31 USC 3729(a))
 130 Miller Act  315 Airplane Product   Product Liability  690 Other   28 USC 157 400 State Reapportionment
 140 Negotiable Instrument   Liability  367 Health Care/  410 Antitrust
 150 Recovery of Overpayment  320 Assault, Libel &  Pharmaceutical INTELLECTUAL PROPERTY 

RIGHTS  430 Banks and Banking 
 & Enforcement of Judgment   Slander  Personal Injury 820 Copyrights  450 Commerce

 151 Medicare Act  330 Federal Employers’  Product Liability 830 Patent  460 Deportation
152 Recovery of Defaulted
Student Loans   Liability 368 Asbestos Personal 

Injury Product Liability 

835 Patent – Abbreviated
New Drug Application

470 Racketeer Influenced 
and Corrupt Organizations

(Excl. Veterans)  340 Marine
840 Trademark 480 Consumer Credit 

(15 USC 1681 or 1692) 880 Defend Trade Secrets
Act of 2016

 153 Recovery of Overpayment  345 Marine Product LABOR SOCIAL SECURITY 485 Telephone Consumer 
Protection Act (TCPA)

of Veteran’s Benefits   Liability   PERSONAL PROPERTY  710 Fair Labor Standards Acts  861 HIA (1395ff)  490 Cable/Sat TV
 160 Stockholders’ Suits  350 Motor Vehicle  720 Labor/Mgmt. Relations  862 Black Lung (923)  850 Securities/Commodities/
 190 Other Contract  355 Motor Vehicle  740 Railway Labor Act  863 DIWC/DIWW (405(g)) Exchange
 195 Contract Product Liability  Product Liability  751 Family and Medical  864 SSID Title XVI  890 Other Statutory Actions
 196 Franchise  360 Other Personal   Leave Act  865 RSI (405(g))  891 Agricultural Acts

 Injury  790 Other Labor Litigation  893 Environmental Matters
 362 Personal Injury -

370 Other Fraud
371 Truth in Lending
380 Other Personal
Property Damage
385 Property Damage
Product Liability  791 Employee Retirement  895 Freedom of Information Act

Med. Malpractice Income Security Act  896 Arbitration
 REAL PROPERTY CIVIL RIGHTS   PRISONER PETITIONS FEDERAL TAX SUITS  899 Administrative Procedure

210 Land Condemnation  440 Other Civil Rights Habeas Corpus: 870 Taxes (U.S. Plaintiff or
Defendant)

Act/Review or Appeal of
Agency Decision

220 Foreclosure  441 Voting  463 Alien Detainee 871 IRS—Third Party 26 USC
7609

950 Constitutionality of 
State Statutes

230 Rent Lease & Ejectment  442 Employment 510 Motions to Vacate 
Sentence

240 Torts to Land 443 Housing/
Accommodations  530 General

245 Tort Product Liability  445 Amer. w/Disabilities -  535 Death Penalty IMMIGRATION 
290 All Other Real Property  Employment Other:  462 Naturalization Application 

 446 Amer. w/Disabilities -  540 Mandamus & Other  465 Other Immigration
 Other  550 Civil Rights  Actions 

 448 Education  555 Prison Condition

 
560 Civil Detainee –
Conditions of
Confinement

V. ORIGIN    (Place an “X” in One Box Only) 
Transferred from 
another district 
(specify) 

6  Multidistrict
Litigation
Transfer

8 
 

 
Multidistrict 
Litigation  
– Direct 
File

 9 Remanded from
Appellate Court

1 Original
Proceeding

2 Removed 
from State
Court 

 3 Re-filed
(See VI
below) 

4 Reinstated 
or
Reopened 

5 7 Appeal to 
District Judge
from Magistrate 
Judgment 

VI. RELATED/
RE-FILED CASE(S)

(See instructions):  a) Re-filed Case    YES    NO    b) Related Cases   YES    NO 
    JUDGE:       DOCKET NUMBER: 

VII. CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are filing and Write a Brief Statement of Cause  (Do not cite jurisdictional statutes unless diversity): 

LENGTH OF TRIAL via   days estimated (for both sides to try entire case) 
VIII. REQUESTED IN

COMPLAINT:
CHECK IF THIS IS A CLASS ACTION 
UNDER F.R.C.P. 23 DEMAND $ CHECK YES only if demanded in complaint: 

JURY DEMAND:   Yes  No 
ABOVE INFORMATION IS TRUE & CORRECT TO THE BEST OF MY KNOWLEDGE 
DATE SIGNATURE OF ATTORNEY OF RECORD 

FOR OFFICE USE ONLY : RECEIPT #      AMOUNT        IFP       JUDGE        MAG JUDGE 

12/14/2023

U.S. Securities and Exchange Commission

Palm Beach

Aileen M. Cannon 9:23-cr-80209

15 U.S.C. § 78j(b), securities fraud for running a Ponzi scheme

Case 9:23-cv-81558-XXXX   Document 1-1   Entered on FLSD Docket 12/14/2023   Page 1 of 2



JS 44   (Rev. 04/21)  FLSD Revised 12/02/2022  

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44 

Authority For Civil Cover Sheet 

 The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as required 
by law, except as provided by local rules of court.  This form, approved by the Judicial Conference of the United States in September 1974, is required for the 
use of the Clerk of Court for the purpose of initiating the civil docket sheet.  Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil 
complaint filed.  The attorney filing a case should complete the form as follows: 

I. (a) Plaintiffs-Defendants.  Enter names (last, first, middle initial) of plaintiff and defendant.  If the plaintiff or defendant is a government agency, use
only the full name or standard abbreviations.  If the plaintiff or defendant is an official within a government agency, identify first the agency and then the official, 
giving both name and title.

(b) County of Residence.  For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the
time of filing.  In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing.  (NOTE: In land condemnation 
cases, the county of residence of the “defendant” is the location of the tract of land involved.) 

(c) Attorneys.  Enter the firm name, address, telephone number, and attorney of record.  If there are several attorneys, list them on an attachment, noting
in this section “(see attachment)”. 

II. Jurisdiction.  The basis of jurisdiction is set forth under Rule 8(a), F.R.C.P., which requires that jurisdictions be shown in pleadings.  Place an “X” in
one of the boxes.  If there is more than one basis of jurisdiction, precedence is given in the order shown below.
United States plaintiff.  (1) Jurisdiction based on 28 U.S.C. 1345 and 1348.  Suits by agencies and officers of the United States are included here.
United States defendant.  (2) When the plaintiff is suing the United States, its officers or agencies, place an “X” in this box.
Federal question.  (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the
Constitution, an act of Congress or a treaty of the United States.  In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and
box 1 or 2 should be marked. Diversity of citizenship.  (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states.  When Box 4
is checked, the citizenship of the different parties must be checked.  (See Section III below; federal question actions take precedence over diversity cases.)
 

III. Residence (citizenship) of Principal Parties.  This section of the JS 44 is to be completed if diversity of citizenship was indicated above.  Mark this
section for each principal party.

IV. Nature of Suit.  Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of
suit code that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin.  Place an “X” in one of the seven boxes.

Original Proceedings.  (1) Cases which originate in the United States district courts.

Removed from State Court.  (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.  When the petition 
for removal is granted, check this box. 

Refiled (3) Attach copy of Order for Dismissal of Previous case. Also complete VI. 

Reinstated or Reopened.  (4) Check this box for cases reinstated or reopened in the district court.  Use the reopening date as the filing date. 

Transferred from Another District.  (5) For cases transferred under Title 28 U.S.C. Section 1404(a).  Do not use this for within district transfers or multidistrict 
litigation transfers. 

Multidistrict Litigation.  (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407.  When this 
box is checked, do not check (5) above. 

Appeal to District Judge from Magistrate Judgment.  (7) Check this box for an appeal from a magistrate judge’s decision. 

Remanded from Appellate Court. (8) Check this box if remanded from Appellate Court.   

VI. Related/Refiled Cases. This section of the JS 44 is used to reference related pending cases or re-filed cases. Insert the docket numbers and the
corresponding judges name for such cases.

VII. Cause of Action.  Report the civil statute directly related to the cause of action and give a brief description of the cause.  Do not cite jurisdictional
statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553

    Brief Description: Unauthorized reception of cable service 

VIII. Requested in Complaint.  Class Action.  Place an “X” in this box if you are filing a class action under Rule 23, F.R.Cv.P.
Demand.  In this space enter the dollar amount (in thousands of dollars) being demanded or indicate other demand such as a preliminary injunction.
Jury Demand.  Check the appropriate box to indicate whether or not a jury is being demanded.

Date and Attorney Signature.  Date and sign the civil cover sheet. 

Case 9:23-cv-81558-XXXX   Document 1-1   Entered on FLSD Docket 12/14/2023   Page 2 of 2



AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________ 

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. 
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Titanium Capital LLC
c/o Henry Abdo
Palm Beach County Jail
Main Detention Center, West 2B
3228 Gun Club Road
West Palm Beach, FL 33406

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 1 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 2 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________ 

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. 
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Henry Abdo
Palm Beach County Jail
Main Detention Center, West 2B
3228 Gun Club Road
West Palm Beach, FL 33406

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 3 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 4 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________ 

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. 
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Carol Ann Barsh
16 Franklin Street
Edwardsville, PA
18704-1504

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 5 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 6 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________ 

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. 
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Elias Abdo
Mar Elias Street,
Abdo Residence,
Sin el Fil, Lebanon

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 7 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 8 of 10AO 440 (Rev. 06/12)  Summons in a Civil Action

UNITED STATES DISTRICT COURT
for the

__________ District of __________ 

)
)
)
)
)
)
)
)
)
)
)
)

Plaintiff(s)

v. Civil Action No.

Defendant(s)

SUMMONS IN A CIVIL ACTION

To: (Defendant’s name and address)

A lawsuit has been filed against you.

Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you
are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.
P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of
the Federal Rules of Civil Procedure.  The answer or motion must be served on the plaintiff or plaintiff’s attorney,
whose name and address are:

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. 
You also must file your answer or motion with the court.

CLERK OF COURT

Date:
Signature of Clerk or Deputy Clerk

Southern District of Florida

U.S. Securities and Exchange Commission

Titanium Capital LLC; Henry Abdo; Carol Ann Barsh;
Elias Halim Abdo (Relief Defendant); Ganna Migulina

(Relief Defendant)

Ganna Migulina
Paseo De Los Tilos 51,
29006 Malaga, Spain

Rebecca Dunnan
U.S. Securities and Exchange Commission
100 F Street NE
Washington DC 20549
United States

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 9 of 10



AO 440 (Rev. 06/12)  Summons in a Civil Action (Page 2)

Civil Action No.

PROOF OF SERVICE
(This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))

This summons for (name of individual and title, if any)

was received by me on (date) .

I personally served the summons on the individual at (place)

on (date) ; or

I left the summons at the individual’s residence or usual place of abode with (name)

, a person of suitable age and discretion who resides there,

on (date) , and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual) , who is

 designated by law to accept service of process on behalf of (name of organization)

on (date) ; or

I returned the summons unexecuted because ; or

Other (specify):

.

My fees are $ for travel and $ for services, for a total of $ .

I declare under penalty of perjury that this information is true.

Date:
Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

0.00

Case 9:23-cv-81558-XXXX   Document 1-2   Entered on FLSD Docket 12/14/2023   Page 10 of 10