SEC v. JUSTIN D. SMITH; and JOSHUA CONSTANTIN, No. 2:24-cv-06004, Southern District of New York (Aug. 30, 2024) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Wendy B. Tepperman
Sushila Rao Pentapati
Eric C. Kirsch
Benjamin S. Mishkin
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0410 (Rao Pentapati)
[email protected]

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JUSTIN D. SMITH and
JOSHUA CONSTANTIN,

                                             Defendants.

COMPLAINT

24 Civ. 6004

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendants Justin D. Smith (“Smith”) and Joshua Constantin (“Constantin”) (together,
“Defendants”), alleges as follows:
                                                                    SUMMARY
1. From 2017 to 2023 (the “Relevant Period”), Defendants fabricated more than $75
million in assets, forged documents, and repeatedly lied to raise money for their company,
Healthcare Solutions (defined below), as part of a scheme to defraud investors out of millions of

2
dollars and to perpetuate their fraud while operating Healthcare Solutions, for part of the Relevant
Period, as a publicly traded company.
2. Beginning in at least November 2017, Defendants solicited investor funds for
Healthcare Solutions Holdings, Inc. (“HSH”) with plans to take HSH public.  In April 2021,
Defendants then took HSH public pursuant to a reverse merger with a publicly traded shell
company.  In connection with the merger, the publicly traded shell was renamed Healthcare
Solutions Management Group, Inc. (“HSMG,” and together with HSH, “Healthcare Solutions” or
the “Company”).
3. Throughout the Relevant Period, Defendants engaged in an elaborate scheme to
falsely inflate Healthcare Solutions’ assets by more than $75 million.
4. First, in November 2017, Defendants fabricated a fictitious investment in Healthcare
Solutions of more than $75 million by an entity controlled by Smith, named Landes Trust (defined
below) (the “Landes Investment”).
5. Then, from approximately November 2017 to September 2020, Defendants used this
fictitious Landes Investment to raise at least $2.7 million in private offerings of Healthcare Solutions
stock based on private placement memoranda and other documents that falsely claimed the
Company had more than $75 million in assets.
6. Relatedly, part of Healthcare Solutions’ initial business plan was to partner with
physicians to provide “ancillary services,” such as laboratory services, and to raise investor capital
from physicians and others.  However, federal laws restricted ancillary service providers and
referring physicians from having financial relationships.  Healthcare Solutions’ offering documents
highlighted the Company’s purported satisfaction of a legal exemption applicable to ancillary service
providers that were publicly traded companies and maintained at least $75 million in stockholders’
equity (the “$75 Million Minimum”).  But contrary to Defendants’ representations, Healthcare

3
Solutions fell far short of the $75 Million Minimum because Defendants had fabricated the Landes
Investment.
7. Constantin participated in drafting offering documents containing these false
representations and providing them to prospective investors, while Healthcare Solutions’ Board of
Directors—chaired by Smith—approved them.
8. After Healthcare Solutions became public in April 2021, Defendants made or
contributed to similar materially false and misleading statements about the Landes Investment, the
Company’s finances, and Healthcare Solutions’ purported satisfaction of the $75 Million Minimum.
9. To perpetuate and conceal their fraud, Defendants forged and disseminated
documents purporting to corroborate the Landes Investment, including fake and photoshopped
bank and client account statements.  Defendants also lied to Healthcare Solutions’ auditors, gave
them fake supporting documents, and falsified books and records to effectuate and cover up their
scheme.
10. Finally, Defendants signed Company SEC filings containing misleading statements
relating to their backgrounds.  While touting their qualifications to lead the Company, Defendants
concealed that they were previously subjects of enforcement actions by securities regulators.  In
2013, the United States District Court for the Southern District of New York entered a final
judgment against Constantin on securities fraud claims brought by the SEC in an action captioned
SEC v. Constantin, et al., No. 11 Civ. 4642 (S.D.N.Y.), which permanently enjoined Constantin from
violating the anti-fraud provisions of the federal securities laws and found him liable for millions of
dollars in financial remedies.  The SEC also permanently barred Constantin from participating in any
penny stock offering in 2013—a prohibition which Constantin then violated by, among other things,
soliciting investors in Healthcare Solutions’ private placements, negotiating and coordinating the
Company’s reverse merger transaction, and working with the Company’s transfer agent to issue

4
stock certificates.  For Smith’s part, in 2020, the Ohio state securities regulator issued a cease-and-
desist order against Smith and two Smith-controlled entities that also used the “Landes” name for
acting as unlicensed securities dealers, salespersons, and investment advisers.  Defendants disclosed
none of the foregoing regulatory history while misleadingly boasting in Company SEC filings of
their relevant experience and qualifications.
11. As a result of Defendants’ fraud, investors suffered significant financial losses.  By
late 2022, Healthcare Solutions’ business had largely collapsed.  In April 2023, the Company’s stock
price plummeted to almost zero and never recovered, rendering investors’ shares effectively
worthless.  The Company currently has no operations or material assets.
12. All the while, Defendants compensated themselves handsomely from Healthcare
Solutions’ coffers, each pocketing, directly or through entities they controlled, at least hundreds of
thousands of dollars.
VIOLATIONS
13. By virtue of the foregoing conduct and as alleged further herein, Smith has
(i) violated, and/or, in the alternative, aided and abetted violations by Constantin and Healthcare
Solutions of, Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)],
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; (ii) violated Exchange Act Section 13(b)(5)
[15 U.S.C. § 78m(b)(5)] and Rules 13b2-1, 13b2-2, and 15d-14 [17 C.F.R. §§ 240.13b2-1, 240.13b2-2,
and 240.15d-14] thereunder; and (iii) aided and abetted HSMG’s violations of Exchange Act
Sections 13(b)(2)(A) and 15(d) [15 U.S.C. §§ 78m(b)(2)(A) and 78o(d)] and Rules 12b-20, 15d-1,
15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.
14. By virtue of the foregoing conduct and as alleged further herein, Constantin has
(i) violated, and/or, in the alternative, aided and abetted violations by Smith and Healthcare

5
Solutions of, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15
U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; (ii) violated Exchange Act
Sections 13(b)(5) and 15(b)(6)(B)(i) [15 U.S.C. §§ 78m(b)(5) and 78o(b)(6)(B)(i)] and Rule 13b2-1 [17
C.F.R. § 240.13b2-1] thereunder; and (iii) aided and abetted violations by Smith of Exchange Act
Rule 13b2-2 [17 C.F.R. § 240.13b2-2] and by HSMG of Exchange Act Sections 13(b)(2)(A) and
15(d) [15 U.S.C. §§ 78m(b)(2)(A) and 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13
[17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.
15. Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
16. The SEC brings this action pursuant to the authority conferred upon it by Securities
Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d)
[15 U.S.C. § 78u(d)].
17. The SEC seeks a final judgment: (a) ordering permanent injunctive relief against
Defendants; (b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the
violations alleged herein and to pay prejudgment interest thereon, pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
(c) ordering Defendants to each pay civil money penalties pursuant to Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) permanently
prohibiting Defendants from serving as an officer or director of any company that has a class of
securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file
reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section
20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently

6
prohibiting Smith from participating in any offering of a penny stock, pursuant to Securities Act
Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];
(f) permanently prohibiting Defendants from participating, directly or indirectly, in the issuance,
purchase, offer, or sale of any security; and (g) ordering any other and further relief the Court may
deem just and proper.
JURISDICTION AND VENUE
18. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
19. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.
20. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants transacted business in the Eastern District
of  New York, and certain of  the acts, practices, transactions, and courses of  business alleged in this
Complaint occurred within this District.  For example, during most of the Relevant Period, between
2017 and 2022, Healthcare Solutions was headquartered in Glen Cove, New York.  Constantin, a
resident of Oyster Bay, New York until approximately April 2022, regularly worked out of
Healthcare Solutions’ Glen Cove office and communicated with Smith, investors, auditors, and
others by telephone, email, and text message from this District.  Defendants also raised money from
investors located in this District.
DEFENDANTS
21. Smith, age 43, is a resident of Cleveland, Ohio.  Smith formed and controlled several
entities that include “Landes” in their names, including an entity registered in Sweden called Landes
and Compagnie Trust Privé KB, a/k/a Landes & Cie Private Trust (“Landes Trust”).  Smith was

7
president of Landes Trust and held it out to Healthcare Solutions investors and the public as a
Swedish financial services firm.  Smith also formed two entities in Wyoming (the “U.S. Landes
Entities”), one named “Landes and Compagnie Trust Prive KB” and the other named “Landes
Capital Management, LLC.”  On October 1, 2020, the Ohio Department of Commerce, Division of
Securities, entered into a Consent Agreement and Cease and Desist Order with Smith and the U.S.
Landes Entities for acting as unlicensed securities dealers, securities salespersons, and investment
advisers.
22. In or around November 2017, as part of carrying out the scheme with Constantin to
fabricate the Landes Investment in the Company, Smith became a founding member of Healthcare
Solutions.  From at least November 2017 through December 2022, Smith was Executive Chairman
and Director of the Company.  From April 2021 to February 2023, Smith also served as the
Company’s interim CEO and CFO.  In connection with the SEC investigation that preceded the
filing of this action, Smith asserted his Fifth Amendment right against self-incrimination with
respect to questions and document requests relating to, among other matters, Smith’s employment
at Landes Trust and Healthcare Solutions, payments made to Smith by Landes Trust and Healthcare
Solutions, the Landes Investment in Healthcare Solutions, and Smith’s communications with
investors, potential investors, officers, directors, and employees of Landes Trust and Healthcare
Solutions.
23. Constantin, age 46, is a resident of Slidell, Louisiana.  Constantin previously held
Series 7, Series 63, and Series 24 licenses.  In 2009, FINRA barred Constantin from associating with
any FINRA member firm for, among other things, failing to allow FINRA to examine the books
and records of a broker-dealer that Constantin owned and controlled, failing to respond to FINRA’s
requests for information, and failing to maintain and preserve books and records required under
SEC rules.  On July 6, 2011, the SEC brought a civil enforcement action, captioned SEC v.

8
Constantin, et al., No. 11 Civ. 4642 (S.D.N.Y.), charging Constantin and his brokerage firm with
violating Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder by
fraudulently inducing investors to provide more than $1.25 million to his firm for securities
investments from 2008 to 2009.  On May 6, 2013, the District Court entered a final judgment in that
action permanently enjoining Constantin and his firm from violating these anti-fraud provisions,
finding Constantin jointly and severally liable for more than $1.3 million in disgorgement and
prejudgment interest, and ordering Constantin to pay a civil penalty of more than $1.1 million.
Based on the District Court injunction, the SEC, in November 2013, permanently barred Constantin
from, among other things, participating in any penny stock offering (“Penny Stock Bar”) and
associating with a broker-dealer.
24. In 2017, Constantin co-founded Healthcare Solutions with another individual (“Co-
Founder”), and later, Smith.  From November 2017 to June 2020, Constantin was purportedly only
a “consultant” to the Company and held the title of corporate comptroller.  In June 2020, after
formally becoming an employee, he assumed the additional title of head of commercial real estate
operations.  In March 2023, Constantin became Healthcare Solutions’ interim CEO, interim CFO,
and sole director after the departure of most other Company personnel.  Throughout the Relevant
Period, Constantin played a leading role in soliciting Healthcare Solutions investors and the plan to
take the Company public through a reverse merger.  He also carried out the scheme with Smith to
fabricate the Landes Investment.
OTHER RELEVANT ENTITIES AND PERSONS
25. HSH is a Delaware corporation that was incorporated in November 2017 by
Constantin and had its principal place of business in Glen Cove, New York.  On June 14, 2019, it
entered into a reverse merger agreement with a public shell company that was renamed HSMG in
connection with the merger.  The reverse merger was completed on April 15, 2021, whereupon

9
HSH became a wholly owned subsidiary of the publicly traded HSMG.  HSH has never been
registered with the SEC in any capacity.  At all relevant times, HSH’s stock met the definition of a
“penny stock” under Exchange Act Section 3(a)(51) [15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17
C.F.R. § 240.3a51-1] thereunder because the stock was offered to investors at less than five dollars
per share and did not satisfy any of the exceptions to the definition of “penny stock” set forth in
Rule 3a51-1.
26. HSMG (f/k/a Verity Corp.) is a Delaware corporation that, at all relevant times, had
principal places of business in Denver, Colorado; Glen Cove, New York; and Springhill, Louisiana.
At all relevant times, HSMG was subject to the reporting requirements under Exchange Act Section
15(d) because it had an effective Securities Act registration statement and had more than the
minimum number of shareholders of record.  Prior to April 19, 2022, its common stock was quoted
on the OTC Pink Market; after April 19, 2022, on the OTC Expert Market.  At all relevant times, its
common stock met the definition of a “penny stock” under Exchange Act Section 3(a)(51)
[15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17 C.F.R. § 240.3a51-1] thereunder because the stock
traded below five dollars per share and did not satisfy any of the exceptions to the definition of
“penny stock” set forth in Rule 3a51-1.  HSMG currently has no operations and lacks any material
assets.
27. Landes Trust was formed by Smith as a limited partnership in Stockholm, Sweden
in November 2016.  Landes Trust has never actively conducted business in Sweden since its
formation in 2016.  It has never been registered with, or authorized by, Sweden’s Financial
Supervisory Authority, as is required for entities providing any financial services in Sweden.  Landes
Trust has never been registered with the SEC in any capacity.
28. Co-Founder founded HSH with Constantin (and later, Smith) in 2017.  Co-Founder
was an executive vice president and director of Healthcare Solutions until March 2023 and served as

10
the Company’s interim CEO and CFO between February 9, 2023, and March 15, 2023.
FACTS
I. BACKGROUND ON LANDES TRUST

29. In November 2016, Smith registered Landes Trust as a limited partnership with the
Swedish Companies Registration Office with an address—Frejgatan 13 in Stockholm—that matched
the location of a mailbox rental facility.
30. Smith also registered Landes Trust with the Society for Worldwide Interbank
Financial Telecommunication SC (“SWIFT”) as a “Non-Financial Institution,” which SWIFT
defines as an entity established to offer goods or perform services other than financial services.
31. In March 2017, SWIFT issued Landes Trust a “non-connected” SWIFT Business
Identifier Code (“BIC”), meaning that it was not authorized to connect to, or exchange messages
over, the SWIFT inter-bank messaging network.  Instead, Landes Trust’s “non-connected” BIC
could be used only for identification purposes.
32. Landes Trust was never registered with, or authorized by, Sweden’s Financial
Supervisory Authority to offer financial services in Sweden, as is required for all companies
providing such services in Sweden.
33. Landes Trust had no personnel in Sweden and had never conducted business in
Sweden.
34. Notwithstanding the foregoing, Smith portrayed Landes Trust as a sophisticated
Sweden-based financial institution.
35. During the Relevant Period, until at least October 2020, Landes Trust’s website
claimed that it offered clients “private trust services.”  The website stated, “We offer clients direct
access bank and brokerage accounts, whereby we maintain their assets in trust . . . . As trustee or as
agent, we are able to act in your best interest by managing your investment portfolio.  This includes

11
providing you with a professional portfolio manager who will work with you to design a
comprehensive asset allocation strategy . . . and provide ongoing investment management services.”
36. During the Relevant Period, until at least November 2018, Landes Trust’s website
also stated, “SWIFT access allow[sic] us to efficiently conduct cross-border, secure bank-to-bank
communication and verification plus streamline our trade service, forex and securities businesses,”
which was false because Landes Trust’s SWIFT BIC was not even connected to the SWIFT inter-
bank messaging network.
37. In May 2020, SWIFT notified Smith that the non-connected BIC that had been
issued to Landes Trust would be terminated effective June 6, 2020, based on concerns that Landes
Trust was using it for “illegal, illicit or fraudulent purposes or in a manner that might create
confusion or misrepresent the organisation identified by the BIC.”
38. Nonetheless, through at least 2022, Smith held out Landes Trust as a SWIFT-
registered financial institution, including by continuing to list the terminated BIC in his email
signature block, by using the terminated BIC in correspondence with Healthcare Solutions’ transfer
agent, and by stating in purported Landes Trust “client statements” provided to Healthcare
Solutions’ auditor that Landes Trust “may also be contacted via SWIFT” using the terminated BIC.
II. DEFENDANTS’ SCHEME TO FABRICATE ASSETS

A. Defendants’ Creation of the Fictitious Landes Investment

39. Constantin met Co-Founder in or around 2015 through their work on a transaction
involving a medical device company.
40. Constantin presented himself to Co-Founder as having significant investment
banking and finance experience and claimed that he had close relationships and contacts with
financial institutions.
41. In or around 2017, Constantin sought to start a healthcare company with Co-

12
Founder that could, among other things, seek investor capital from physicians.
42. In or around the fall of 2017, Constantin told Co-Founder, in substance, that
Constantin had arranged for Smith, through Landes Trust, to invest more than $75 million in
Healthcare Solutions and thereby permit the Company to satisfy the $75 Million Minimum.
43. The $75 Million Minimum was relevant under the Anti-Kickback Statute [42 U.S.C.
§ 1320a-7b(b)] and the Physician Self-Referral Law [42 U.S.C. § 1395nn] (“Stark Law,” and together
with the Anti-Kickback Statute, the “Applicable Laws”).  Together, the Applicable Laws seek to
ensure that medical providers’ judgments are not compromised by improper financial incentives and
are instead based on their patients’ best interests.  For example, under the Applicable Laws, if a
physician has a financial relationship with an ancillary services provider, such as an investment
interest in a laboratory company, the physician may not be able to refer patients to that provider
absent an applicable legal exemption, such as the $75 Million Minimum.
44. In connection with the purported Landes Investment, Smith joined the group of
founders of Healthcare Solutions, and like Constantin and Co-Founder, received founder shares in
the Company.  Smith also assumed the role of Executive Chairman and Director in November 2017.
45. In truth, the Landes Investment was made up.  Smith and Constantin fabricated the
investment to inflate Healthcare Solutions’ assets, to create a false impression that the Company had
substantial financial backing from a sophisticated financial institution, and to falsely make it appear
that the Company satisfied the $75 Million Minimum.
46. To provide supposed proof of the Landes Investment to Co-Founder, on December
7, 2017, Constantin emailed Co-Founder a screenshot that purportedly showed a balance of
$83,950,950 in a “Securities/Deposit” account at Landes Trust in the name of “Healthcare Solutions
Holdings Inc.”
47. This screenshot purported to represent confirmation by Constantin that the Landes

13
Investment had been transferred into an account at Landes Trust in the name of Healthcare
Solutions.
48. In fact, however, the screenshot was fake.  Constantin created it using Adobe
Photoshop software, as reflected in the associated metadata.
49. On December 19, 2017, in response to Co-Founder’s request for written
confirmation of the Landes Investment from Landes Trust, Constantin provided a letter addressed
to Co-Founder signed by Smith as Landes Trust’s managing director.
50. Smith’s December 19, 2017 letter claimed that, in exchange for a 10% equity stake in
Healthcare Solutions, Landes Trust “agreed to irrevocabl[y] contribute into [Healthcare Solutions],
marketable securities with an aggregate asset value of greater than $75,000,000 USD.”
51. Smith falsely represented in the letter that Landes Trust “is a Swedish financial
institution” offering clients “direct access bank and brokerage accounts, whereby we maintain their
assets in trust.”
52. In fact, as set forth above and as Smith knew, Landes Trust was not a financial
institution, was not licensed or authorized to offer bank or brokerage accounts, and had no active
business in Sweden.  Nor did Smith or Landes Trust contribute any marketable securities into, or
hold any marketable securities on behalf of, Healthcare Solutions, let alone marketable securities
with an aggregate asset value of greater than $75 million required to meet the $75 Million Minimum.
B.  Defendants Used the Fictitious Landes Investment to Solicit Investors

1. False Statements in Offering Documents

53. Between November 2017 and September 2020, Defendants raised approximately
$2.7 million for Healthcare Solutions in private placements from more than 200 investors, many of
whom were physicians or otherwise worked in the healthcare profession.
54. Defendants’ pitch to investors highlighted the Landes Investment and that the

14
company had more than $75 million in assets.
55. As part of Healthcare Solutions’ fundraises, Constantin participated in drafting,
reviewing, and disseminating offering materials—including private placement memoranda (“PPMs”),
pitch decks, and subscription agreements—which contained false and misleading representations
regarding Landes Trust, the Landes Investment, Healthcare Solutions’ balance sheet, and the
Company’s satisfaction of the $75 Million Minimum.
56. Healthcare Solutions’ Board of Directors, which Smith chaired, approved these false
PPMs and other offering materials used to solicit investors.
57. For example, in late 2017, Constantin drafted—and the Smith-chaired Board
approved—the PPM for a private placement of Healthcare Solutions shares (“2017 PPM”) that
described the purported Landes Investment, which Defendants knew they fabricated, and the
Company’s purported satisfaction of the $75 Million Minimum.
58. This 2017 PPM stated that Healthcare Solutions “has entered into a share exchange
agreement with [Landes Trust], where ten (10%) percent of HSH’s Class ‘A’ Common stock is being
exchanged for securities with asset value in excess of $80,000,000 prior to the year end of 2017.
Based upon this structure the company believes that a physician investing [through the private
placement] is provided adequate exemption according to [the Applicable Laws].”
59. In late 2017, in response to questions raised by a prospective investor regarding the
2017 PPM, Constantin authored a response, sent by the Co-Founder, falsely stating that the
Company had “entered into partnerships with a large European private equity group [i.e., Landes
Trust] that has funded [HSH] with $82M in assets”—a reference to the fictitious Landes
Investment.
60. From 2018 through 2020, Constantin participated in drafting and reviewing—and
the Smith-chaired Board of Directors approved—the offering materials for successive private

15
placements of Healthcare Solutions shares that contained substantially similar misrepresentations
about Smith-controlled Landes Trust, the Landes Investment, the Company’s assets, and its
satisfaction of the $75 Million Minimum.
61. For example, these materials stated that the Company’s “core backers are large global
private equity firms and private banks, with the current financial strength of [Healthcare Solutions]
being over $75M U.S. in asset value[]”—falsely representing the Smith-controlled Landes Trust as a
large global financial conglomerate, which it was not.
62. In describing Smith’s qualifications as Chairman of Healthcare Solutions’ Board,
these materials claimed that Smith had “15+ years of experience in the finance industry” and was
currently “Managing Director and Senior Portfolio Manager” of Landes Trust, which it described as
“[a] private trust advisory with millions i[n] asset[s] under-care; Landes offers trust administration,
analyst, brokerage and other services to its international client base.”
63. These materials further stated, for example, that the Company “currently has over
$83M in assets” and would “operate without violating” the Applicable Laws by “maintain[ing] $75+
million in investor equity”—all based on the fictitious Landes Investment.
64. These materials also falsely assured physicians being solicited for investments that
investing in Healthcare Solutions would be “100% legal” and “compliant” with the Applicable Laws
because, among other things, the Company satisfied the $75 Million Minimum.
65. Similarly, a deck that was part of Healthcare Solutions’ investor materials as of early
2020—which Constantin helped draft, and which the Smith-chaired Board approved—claimed that
the Company had a “[s]trong financial standing” with “over $86 [million] in liquid assets for strategic
expansion,” and that it “has assets in excess of $80 Million raised from a sizeable international
capital markets consortium.”
66. But, as Defendants knew, these representations were false because Healthcare

16
Solutions had no significant liquid assets, let alone anywhere close to $86 million, that it could have
used for expansion.
67. Constantin also disseminated false offering documents to investors and other
Healthcare Solutions personnel for purposes of soliciting investors, including at least one instance,
on September 23, 2019, in which Constantin sent investors shareholder agreements containing the
false representation that Landes Trust had invested into Healthcare Solutions “securities with asset
value in excess of $80,000,000,” as well as instructions on how to wire money to purchase shares in
Healthcare Solutions.
68. Defendants’ representations regarding Healthcare Solutions’ assets, including the
purported Landes Investment, were important to investors’ decision to invest in the Company.
69. These representations falsely signaled that Healthcare Solutions had a healthy
balance sheet, the backing of a sophisticated financial institution, and a competitive advantage
stemming from its satisfaction of the $75 Million Minimum.
70. Constantin acknowledged in a 2018 email about the Company’s fundraises to Co-
Founder and a Healthcare Solutions Board member that the Company’s compliance with the
Applicable Laws, including the $75 Million Minimum, was “critical” to its ability to operate legally
“so we personal[ly] are not committing a felony!”
71. Smith and Constantin knew, however, that Landes Trust had not invested any assets
in, and was not holding any assets on behalf of, Healthcare Solutions and that their representations
to investors about the Company having more than $75 million in assets were false.
2. Fabrication of Documents Used to Solicit Investor-1

72. Investor-1 was part of a group of investors that invested more than $50,000 in a
private placement of Healthcare Solutions shares in or around August 2018.
73. Prior to that investment, Constantin gave Investor-1 a copy of Smith’s December 19,

17
2017 letter to Co-Founder, which falsely confirmed the Landes Investment and its purported
irrevocability.
74. Constantin told Investor-1, in substance, that the Landes Investment satisfied the
$75 Million Minimum.
75. As ostensible proof of the then-current value of the Landes Investment, Constantin
sent Investor-1 a screenshot purporting to show a balance of approximately $84 million in
Healthcare Solutions’ account at Landes Trust as of August 10, 2018.
76. As with the fabricated screenshot that Constantin had provided to Co-Founder in
December 2017, Constantin fabricated the August 2018 screenshot he provided to Investor-1 using
Adobe Photoshop software, as reflected in the screenshot’s metadata.
77. After obtaining the false December 19, 2017 letter from Smith and the fabricated
screenshot purporting to verify the Landes Investment, Investor-1 and others in his investor group
went through with their participation in the private placement by investing more than $50,000.
IV. DEFENDANTS’ ADDITIONAL LIES AFTER TAKING HEALTHCARE
SOLUTIONS PUBLIC

78. In June 2019, Healthcare Solutions entered into a reverse merger agreement with a
publicly traded shell company that was renamed HSMG in connection with the merger.
79. Constantin was Healthcare Solutions’ principal representative in negotiating and
executing the reverse merger.  He worked closely with accountants, auditors, the transfer agent, and
representatives of the shell company to complete all the necessary actions and documentation.
80. Among other things, in order to complete the reverse merger transaction, the
Company needed to file a Form 8-K that included as exhibits certain audited and unaudited financial
statements for HSH.
81. The Company ultimately filed a Form 8-K on April 21, 2021 to report the closing of
the reverse merger transaction on April 15, 2021, which included as exhibits audited financial

18
statements for HSH for the years ended September 30, 2020 and September 30, 2019 and unaudited
financial statements for HSH for the three months ended December 31, 2020 and December 31,
2019.  The included financial statements falsely showed investments “comprised of securities that
trade frequently with quoted prices” of more than $80 million as of each of these periods, and
represented more than 97% of the Company’s total reported assets in each of these periods.
82. Smith signed false management representation letters to HSH’s auditor that audited
the year-end financial statements and reviewed the unaudited interim financial statements that falsely
represented, among other things, that he had no knowledge of fraud or suspected fraud and that the
Company had properly recorded all investments.  As Smith knew, he had participated in creating the
fictitious Landes Investment and the inclusion of the fictitious Landes Investment in the Company’s
financial statements massively inflated the Company’s assets.
83. Smith signed the April 21, 2021 Form 8-K as the Company’s interim CEO and CFO,
titles that he assumed upon completion of the Company’s reverse merger.
84. The April 21, 2021 Form 8-K also misrepresented Smith’s background and Landes
Trust.  The filing described Smith as a “professional investment advisor for institutional clients” and
the “President of [Landes Trust], a Swedish asset management firm.”
85. These statements were false and misleading because, among other things, Landes
Trust was not an asset management firm, and Smith was not a professional investment advisor for
institutional clients at Landes Trust.
86. Additionally, while the Company described Smith’s purported qualifications in detail,
including his experience as President of Landes Trust, this description was misleading because it
omitted that Smith and the U.S. Landes Entities were the subject of a cease-and-desist order for
state securities law violations.
87. In connection with the closing of the reverse merger transaction, shares of pre-

19
merger HSH common stock were converted into publicly traded HSMG common stock at a pre-
determined ratio.
88. After becoming a public company, Healthcare Solutions continued to file periodic,
quarterly, and annual reports with the SEC on Forms 8-K, 10-Q, and 10-K, respectively.
89. Among other filings, the Company filed a Form 10-Q on August 23, 2021, and a
Form 10-K on June 3, 2022.
90. Smith signed each of the foregoing filings as the Company’s principal executive
officer and principal financial and accounting officer with the titles interim CEO and CFO.
91. Smith also certified that the August 23, 2021 Form 10-Q and June 3, 2022 Form 10-
K were materially complete and accurate and that the financial statements incorporated therein fairly
presented the financial condition of Healthcare Solutions in all material respects.
92. In fact, however, the August 23, 2021 Form 10-Q and June 3, 2022 Form 10-K each
included financial statements that continued to enormously overstate the Company’s assets by the
inclusion of the fictitious Landes Investment.  In these financial statements, the Landes Investment
was valued at more than $83 million, representing over 95% of the Company’s total reported assets.
93. In or around December 2021, Smith also falsely represented to the Company’s
auditor that Healthcare Solutions’ financial statements for the year ending September 30, 2021, were
prepared in conformity with Generally Accepted Accounting Principles (“GAAP”) and that he did
not have any knowledge of any actual, alleged, or suspected fraud affecting the Company.
94. Smith’s representations were false because, as he knew, the financial statements
materially inflated the Company’s assets due to the inclusion of the fictitious Landes Investment and
he was engaged in the fraudulent scheme described herein.
95. The August 23, 2021 Form 10-Q and June 3, 2022 Form 10-K further stated that
“[i]n the U.S. there are certain regulatory requirements for healthcare companies in [the] U.S. to

20
maintain a minimum amount of capital on hand or they are subject to additional rules and
regulation” and then falsely claimed that the Landes Investment by the Sweden-based Landes Trust
had “provided enough capital for the company so that all regulatory capital thresholds are met.”
96. The statements in the Company’s filings about the Landes Investment and the
inflation of its balance sheet significantly misrepresented Healthcare Solutions’ financial condition.
97. On March 21, 2023, Healthcare Solutions filed a Form 8-K announcing that, on
March 15, 2023, Constantin was appointed as Healthcare Solutions’ interim CEO, interim CFO, and
sole member of the Board of Directors.
98. Constantin signed this Form 8-K as interim CEO and CFO.
99. The March 21, 2023 Form 8-K stated that Constantin (i) had “over 20 years[]
experience[] as a healthcare industry professional specializing as a corporate comptroller and as a
company commercialization and go to market strategy expert”; (ii) “developed and then oversaw
and ran an advanced cardio diagnostic screening program for Novartis Pharmaceuticals across the
United States”; (iii) “worked for a number of Private Equity Firms, Hedge Funds, Registered
Investment Advisors, and Investment Banks”; and (iv) had “over a decade of investment banking
experience.”
100. These statements about Constantin’s purported experience and qualifications were,
at minimum, misleading because they failed to disclose that Constantin had been found liable for
securities fraud in federal court and had been barred by the SEC from participating in any offering
of a penny stock, which at the time included stock issued by Healthcare Solutions.
101. Constantin and the Company concealed Constantin’s regulatory history contrary to
advice obtained by the Company pursuant to a legal opinion in 2018 that “proper disclosures be
made about [Constantin’s] regulatory history” if a circumstance arose that “could be interpreted as

21
involvement with a capital raising transaction, or holding a position of managerial control[.]”
V.  DEFENDANTS’ ADDITIONAL ACTIONS TO CONCEAL THEIR SCHEME

A. Defendants Created False Documents to Cover Up Their Fabrication of the
Landes Investment

102. In or about August 2019, Defendants contacted a firm that licenses software for
hedge funds (“Hedge Fund Services Firm”) to create a portfolio tracker for the purported portfolio
of marketable securities comprising the Landes Investment.
103. Smith told the Hedge Fund Services Firm that Constantin was Landes Trust’s office
manager, that Constantin’s email address was [email protected], and that Constantin would be the
primary user of the portfolio tracker.
104. Smith emailed a list of the positions purportedly held in Healthcare Solutions’
account at Landes Trust to the Hedge Fund Services Firm to be loaded into the portfolio tracker.
105. Before the portfolio tracker could be activated, the positions and price data needed
to be validated, which was typically done by setting up third-party connectivity with the prime
broker or custodian of the securities.
106. Defendants told the Hedge Fund Services Firm that they did not want to set up
third-party connectivity, and instead wanted a standalone tracker populated with the data provided
by Defendants themselves.
107.  As a result, the positions uploaded to the portfolio tracker were not validated, and
the portfolio tracker was never activated.
108. In or around April 2020, Constantin sent a screenshot of the inactive portfolio
tracker that was populated with data provided by Defendants to Healthcare Solutions’ head of
compliance as purported proof of the value of the Landes Investment, which it was not.  The
screenshot had also been manually altered to include a header purporting to identify the portfolio of

22
securities as belonging to “Healthcare Solutions.”
B. Defendants Took Additional Actions to Mislead the Company’s Auditors and
Accountants regarding the Landes Investment

109. In addition to Smith providing false management representation letters to the
Company’s auditor, Smith and Constantin also took additional actions to mislead the Company’s
auditors and accountants about the Landes Investment by fabricating Landes Trust account
statements and providing false confirmations of the existence of the Landes Investment.
110. During the preparation and audits of the Company’s financial statements in 2021 and
2022, the Company’s accountant, who was helping to finalize the financial statements, and auditor
requested copies of “client statements” issued by Landes Trust for Healthcare Solutions’ investment
account so that they could validate the reported market values of the Landes Investment.
111. For example, on December 12, 2021, a Healthcare Solutions accountant emailed
Constantin asking for the “Landes [Trust] statement for Q3 2021.”
112. On December 14, 2021, Constantin forwarded the request to Smith and, later that
day, provided Smith the following figures in the same email chain: “89,768,421.73 end of Q2,”
“89,823,345.51 end of Q3,” and “89,847,213.88 current,” thereby indicating to Smith what values to
include when creating a fake account statement.
113. Consistent with those amounts, the purported Landes Trust “Client Statement” for
Healthcare Solutions for the period July 1, 2021 to September 30, 2021, which was provided to the
Company’s auditor, reflected balances of $89,768,421.73 as of June 30, 2021 and $89,823,345.51 as
of September 30, 2021.
114. In fact, this purported “Client Statement” was fake.  As reflected in the metadata, it
was created on December 14, 2021—the date of Constantin’s emails to Smith referenced in
paragraph 112 above—by altering a file that originated with a legitimate multinational financial
institution unrelated to Landes Trust to make it appear as though Landes Trust was a legitimate

23
financial institution.
115. Smith also created other quarterly “client statements” purporting to show the value
of the Landes Investment by altering authentic client statements from the unrelated financial
institution that were associated with an account having no relation to Healthcare Solutions.  At least
one of those client statements—for the period April 1, 2021 to June 30, 2021—was provided to the
Company’s auditor.
116. In addition, in connection with the audit of the Company’s financial statements for
the fiscal year ended September 30, 2021, Healthcare Solutions’ auditor required a signed
confirmation of the Landes Investment by Landes Trust.  Accordingly, Constantin prepared a
confirmation request, signed by Smith as Healthcare Solutions’ Chairman, to provide to Landes
Trust.  The request asked Landes Trust to confirm for Healthcare Solutions’ auditor that Landes
Trust had made the Landes Investment in November 2017, and that the Landes Investment’s
market value was approximately $89.8 million on September 30, 2021.
117. On or about January 14, 2022, Healthcare Solutions’ auditor received the requested
confirmation, signed by Smith’s ostensible business partner at Landes Trust.
118. As Defendants knew, the information that they arranged for Landes Trust to
confirm for the auditor was false because the Landes Investment was fabricated.
VI. HEALTHCARE SOLUTIONS’ COLLAPSE

119. Healthcare Solutions’ business plan was never fully realized and the Company
conducted only limited business operations consisting primarily of operations relating to a handful
of clinics.
120. Nonetheless, Defendants compensated themselves handsomely from the Company’s
coffers, with, for example, more than $450,000 flowing directly from the Company into Smith’s
personal bank accounts between May 2022 and March 2023, and almost $500,000 into Constantin’s

24
personal bank accounts between August 2019 and March 2023.  During the Relevant Period,
Defendants also used Company credit cards to pay for apparent personal expenses, including airfare
for family members and other non-business expenses.
121. By the end of 2022, even Healthcare Solutions’ limited business operations had
effectively collapsed, as clinics were closed, and employees stopped getting paid.
122. On February 14, 2023, Healthcare Solutions filed a Form 8-K disclosing that Smith
had been removed as a Board member on December 27, 2022, and then “let go” from his interim
CEO and CFO roles on February 9, 2023, to reduce costs.
123. The February 14, 2023 filing attached a separation agreement with Smith providing
that the Landes Investment—which Defendants previously characterized as irrevocable—would be
“returned” to Landes Trust in exchange for the shares that Landes Trust had been issued in
connection with the Landes Investment.
124. By April 21, 2023, the price of Healthcare Solutions’ stock had dropped to less than
a penny per share, rendering investors’ holdings of the stock nearly worthless.
VI. CONSTANTIN’S VIOLATION OF HIS PENNY STOCK BAR

125. Throughout the Relevant Period, Constantin was subject to the Penny Stock Bar,
which prohibited him from participating in any offering of a penny stock.
126. The SEC ordered the Penny Stock Bar against Constantin in November 2013
pursuant to Exchange Act Section 15(b)(6)(A) [15 U.S.C. § 78o(b)(6)(A)].
127. At all relevant times, Healthcare Solutions’ stock qualified as a penny stock because it
was an equity security that did not meet any of the exceptions from the definition of a penny stock
under Exchange Act Section 3(a)(51) [15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17 C.F.R. § 240.3a51-
1] thereunder.
128. In September 2017, Constantin obtained a legal opinion in connection with his

25
potential involvement with another penny stock issuer unrelated to Healthcare Solutions—which he
later shared with members of Healthcare Solutions’ Board—advising him that, in light of his
regulatory history and his Penny Stock Bar, Constantin “must remain[] far removed from the
management and capital raising functions” of the issuer; “should not create documents or perform
tasks primarily related to the offering of securities”; and could have at most “transitory and
incidental” involvement in any securities offering by the issuer.
129. Despite knowing that his conduct was prohibited, Constantin drafted at least
significant portions of private placement memoranda and other offering materials for Healthcare
Solutions, as set forth above, and participated in calls and in-person meetings with prospective
investors to pitch Healthcare Solutions shares.
130. Between at least 2018 and 2021, Constantin also served as Healthcare Solutions’
principal representative in negotiating and effectuating the reverse merger.
131. After Healthcare Solutions became public in April 2021, Constantin worked with the
transfer agent to issue stock certificates to shareholders and to make edits and corrections to the
Company’s shareholder list.
132. Constantin engaged in the conduct described in paragraphs 125 to 131 above
without the consent of the SEC.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(Both Defendants)
133. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
134. Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices,

26
schemes or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) knowingly, recklessly, or negligently have engaged in one or
more transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
135. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
(Smith)

136. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
137. As alleged above, Healthcare Solutions and Constantin violated Securities Act
Section 17(a) [15 U.S.C. § 77q(a)].
138. Smith knowingly or recklessly provided substantial assistance to Healthcare Solutions
with respect to its violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
139. Smith knowingly or recklessly provided substantial assistance to Constantin with
respect to his violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
140. By reason of the foregoing, Smith is liable pursuant to Securities Act Section 15(b)
[15 U.S.C. § 77o(b)] for aiding and abetting Healthcare Solutions’ and Constantin’s violations of
Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Smith will again aid and abet

27
these violations.
THIRD CLAIM FOR RELIEF
Aiding and Abetting Violations of Securities Act Section 17(a)
(Constantin)

141. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
142. As alleged above, Healthcare Solutions and Smith violated Securities Act
Section 17(a) [15 U.S.C. § 77q(a)].
143. Constantin knowingly or recklessly provided substantial assistance to Healthcare
Solutions with respect to its violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
144. Constantin knowingly or recklessly provided substantial assistance to Smith with
respect to his violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
145. By reason of the foregoing, Constantin is liable pursuant to Securities Act
Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Healthcare Solutions’ and Smith’s
violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Constantin will
again aid and abet these violations.
FOURTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Both Defendants)
146. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
147. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed
one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a
material fact or omitted to state one or more material facts necessary in order to make the

28
statements made, in light of the circumstances under which they were made, not misleading, and/or
(iii) engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
148. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
FIFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Smith)

149. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
150. As alleged above, Healthcare Solutions and Constantin violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
151. Smith knowingly or recklessly provided substantial assistance to Healthcare Solutions
with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
[17 C.F.R. § 240.10b-5] thereunder.
152. Smith knowingly or recklessly provided substantial assistance to Constantin with
respect to his violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
[17 C.F.R. § 240.10b-5] thereunder.
153. By reason of the foregoing, Smith is liable pursuant to Exchange Act Section 20(e)
[15 U.S.C. § 78t(e)] for aiding and abetting Healthcare Solutions’ and Constantin’s violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder

29
and, unless enjoined, Smith will again aid and abet these violations.
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Constantin)

154. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
155. As alleged above, Healthcare Solutions and Smith violated Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
156. Constantin knowingly or recklessly provided substantial assistance to Healthcare
Solutions with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule
10b-5(b) [17 C.F.R. § 240.10b-5b] thereunder.
157. Constantin knowingly or recklessly provided substantial assistance to Smith with
respect to his violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b)
[17 C.F.R. § 240.10b-5b] thereunder.
158. By reason of the foregoing, Constantin is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Healthcare Solutions’ and Smith’s violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]
thereunder and, unless enjoined, Constantin will again aid and abet these violations.
SEVENTH CLAIM FOR RELIEF
Violations of Exchange Act Section 13(b)(5) and Exchange Act Rule 13b2-1
(Both Defendants)

159. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
160. By engaging in the conduct described above, Defendants each knowingly directly or
indirectly falsified, or caused to be falsified, books, records, or accounts of Healthcare Solutions, an

30
issuer subject to Exchange Act Section 13(b)(2) [15 U.S.C. § 78m(b)(2)].
161. By reason of the foregoing, Defendants violated and, unless enjoined, will again
violate Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Exchange Act Rule 13b2-1
[17 C.F.R. § 240.13b2-1] thereunder.
EIGHTH CLAIM FOR RELIEF
Aiding and Abetting HSMG’s Violations of Exchange Act Section 13(b)(2)(A)
(Both Defendants)

162. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
163. As described above, from at least 2021 through 2023, HSMG violated Exchange Act
Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)] by failing to make and keep books, records, or
accounts, which, in reasonable detail, accurately and fairly reflected its transactions and dispositions
of its assets.
164. Defendants knowingly or recklessly provided substantial assistance to HSMG with
respect to its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)].
165. By reason of the foregoing, Defendants are liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting HSMG’s violations of Exchange Act
Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)] and, unless enjoined, Defendants will again aid and
abet these violations.
NINTH CLAIM FOR RELIEF
Violations of Exchange Act Section 13(b)(5) and Rule 13b2-2
(Smith)
166. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
167. As a result of Smith’s conduct described above, the books, records, and accounts of

31
Healthcare Solutions falsely recorded the fabricated Landes Investment as an asset of the Company.
168. By engaging in the conduct described above, Smith caused to be made a materially
false or misleading statement or omitted to state, or caused another person to omit to state, a
material fact necessary in order to make statements made, in light of the circumstances under which
such statements were made, not misleading, to an accountant in connection with an audit, review, or
examination of the financial statements of the issuer required to be made and in the preparation or
filing of documents and reports required to be filed with the Commission in violation of Exchange
Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-2 [17 C.F.R. § 240.13b2-2] thereunder.
169. By reason of the foregoing, Smith violated and, unless enjoined, will again violate
Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-2 [17 C.F.R. § 240.13b2-2].
 TENTH CLAIM FOR RELIEF
Aiding and Abetting Smith’s Violations of Exchange Act Rule 13b2-2
(Constantin)

170. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
171. As described above, Smith violated Exchange Act Rule 13b2-2 [17 C.F.R.
§ 240.13b2-2].
172. Constantin knowingly or recklessly provided substantial assistance to Smith with
respect to Smith’s violations of Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].
173. By reason of the foregoing, Constantin is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Smith’s violations of Exchange Act Rule 13b2-2
[17 C.F.R. § 240.13b2-2] and, unless enjoined, Constantin will again aid and abet these violations.
ELEVENTH CLAIM FOR RELIEF
Violation of Exchange Act Section 15(b)(6)(B)(i)
(Constantin)

174. The SEC re-alleges and incorporates by reference here the allegations in paragraphs

32
1 through 12 and 21 through 132.
175. As alleged above, Constantin, as to whom an order under Exchange Act
Section 15(b)(6)(A) [15 U.S.C. § 78o(b)(6)(A)] was in effect at all relevant times, without the consent
of the SEC, willfully participated in an offering of a penny stock in contravention of such order.
176. By reason of the foregoing, Constantin, directly or indirectly, singly or in concert, has
violated and, unless enjoined, will again violate Exchange Act Section 15(b)(6)(B)(i) [15 U.S.C.
§ 78o(b)(6)(B)(i)].
TWELFTH CLAIM FOR RELIEF
Aiding and Abetting HSMG’s Violations of Exchange Act Section 15(d) and Rules 12b-20,
15d-1, 15d-11, and 15d-13
(Both Defendants)

177. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
178. Exchange Act Section 15(d) [15 U.S.C. §78o(d)] and Rules 15d-1, 15d-11, and 15d-13
[17 C.F.R. §§ 240.15d-1, 240.15d-11, and 240.15d-13] thereunder require issuers of securities that
have filed certain registration statements to file with the SEC annual, quarterly, and current reports.
179. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that in addition to the
information expressly required in a statement or report, there shall be added such further material
information, if any, as may be necessary to make the required statements, in light of the
circumstances under which they are made, not misleading.
180. HSMG was required to file annual, quarterly, and current financial reports with the
SEC pursuant to Exchange Act Section 15(d) [15 U.S.C. §78o(d)] and Rules 15d-1, 15d-11, and 15d-
13 [17 C.F.R. §§ 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.
181. As described above, between at least 2021 through 2023, HSMG violated Exchange
Act Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13 [17 C.F.R.
§§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder by filing reports filed on Form

33
10-K, Form 10-K, and Form 8-K with the SEC that were materially false and misleading, or which
failed to include material information necessary to make the required statements in the reports, in
light of the circumstances under which they were made, not misleading.
182. Defendants knowingly or recklessly provided substantial assistance to HSMG with
respect to its violations of Exchange Act Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1,
15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.
183. By reason of the foregoing, Defendants are liable pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting HSMG’s violations of Exchange Act
Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13 [17 C.F.R.
§§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder and, unless enjoined, Defendants
will again aid and abet these violations.
THIRTEENTH CLAIM FOR RELIEF
Violation of Exchange Act Rule 15d-14
(Smith)

184. The SEC re-alleges and incorporates by reference here the allegations in paragraphs
1 through 12, and 21 through 124.
185. Exchange Act Rule 15d-14 [17 C.F.R. § 240.15d-14] requires that each report filed
pursuant to Exchange Act Section 15(d) [15 U.S.C. § 78o(d)] must include a certification signed by
the principal executive and principal financial officer of the issuer.  Among the items that the
officer(s) must certify is that the filing, to the best of their knowledge, does not contain any untrue
statement of material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances in which such statements were made, not misleading.
186. As described above, between at least 2021 through 2022, as HSMG’s principal
executive and principal financial officer, Smith violated Rule 15d-14 by falsely certifying that the
reports HSMG filed on Form 10-K and Form 10-Q contained no material misstatements or

34
omissions.
187. By reason of the foregoing, Smith violated and, unless enjoined, will again violate,
Exchange Act Rule 15d-14 [17 C.F.R. § 240.15d-14]
PRAYER FOR RELIEF
 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys and
all persons in active concert or participation with any of them from violating, or aiding and abetting
violations of, directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder;
II.
Permanently enjoining Smith and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, or aiding and abetting
violations of, directly or indirectly, Exchange Act Sections 13(b)(2)(A), 13(b)(5), and 15(d) [15 U.S.C.
§§ 78m(b)(2)(A), 78m(b)(5), and 78o(d)] and Rules 12b-20, 13b2-1, 13b2-2, 15d-1, 15d-11, 15d-13,
and 15d-14 [17 C.F.R. §§ 240.12b-20, 240.13b2-21, 240.13b2-2, 240.15d-1, 240.15d-11, 240.15d-13,
and 240.15d-14] thereunder;
III.
Permanently enjoining Constantin and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, or aiding and abetting
violations of, directly or indirectly, Exchange Act Sections 13(b)(2)(A), 13(b)(5), 15(b)(6)(B)(i), and
15(d) [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(5), 78o(b)(6)(B)(i), and 78o(d)] and Rules 12b-20, 13b2-1,
13b2-2, 15d-1, 15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.13b2-1, 240.13b2-2, 240.15d-1,
240.15d-11, and 240.15d-13] thereunder;

35
IV.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, with
prejudgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act
Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
V.
Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
VI.
Permanently prohibiting Defendants from serving as an officer or director of any company
that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is
required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C.
§ 78u(d)(2)];
VII.
Permanently prohibiting Smith from participating in any offering of a penny stock, including
engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or
attempting to induce the purchase or sale of any penny stock, under Securities Act Section 20(g)
[15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];
VIII.
Permanently prohibiting Defendants from participating, directly or indirectly, including, but
not limited to, through any entity owned or controlled by either of them, in the issuance, purchase,
offer, or sale of any security, provided, however, that such injunction shall not prevent Defendants

36
from purchasing or selling securities for their own personal accounts; and
IX.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 The SEC demands a trial by jury.

Dated:  New York, New York
August 27, 2024
__/s/_Antonia M. Apps____________________________
ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Wendy B. Tepperman
Sushila Rao Pentapati
Eric C. Kirsch
Benjamin S. Mishkin
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-0410 (Rao Pentapati)
[email protected]

JS 44   (Rev. 03/24)
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.)
I.
(a)   PLAINTIFFSDEFENDANTS
(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)
II.  BASIS OF JURISDICTION
(Place an “X” in One Box Only)
III. CITIZENSHIP OF PRINCIPAL PARTIES
(Place an “X” in One Box for Plaintiff
and One Box for Defendant)
(For Diversity Cases Only)
1U.S. Government3Federal Question
PTFDEFPTFDEF
Plaintiff
(U.S. Government Not a Party)
Citizen of This State1
1Incorporated
or
Principal Place44
of Business In This State
2U.S. Government4DiversityCitizen of Another State22Incorporated
and
Principal Place55
Defendant
(Indicate Citizenship of Parties in Item III)
of Business In Another State
Citizen or Subject of a33Foreign Nation66
Foreign Country
IV.  NATURE OF SUIT
(Place an “X” in One Box Only)
Click here for: Nature of Suit Code Descriptions.
CONTRACTTORTSFORFEITURE/PENALTYBANKRUPTCYOTHER STATUTES
110 Insurance
PERSONAL INJURYPERSONAL INJURY
625 Drug Related Seizure422 Appeal 28 USC 158375 False Claims Act
120 Marine310 Airplane365 Personal Injury  -of Property 21 USC 881423 Withdrawal376 Qui Tam (31 USC
130 Miller Act315 Airplane ProductProduct Liability690 Other28 USC 1573729(a))
140 Negotiable InstrumentLiability367 Health Care/400 State Reapportionment
150 Recovery of Overpayment320 Assault, Libel &Pharmaceutical
PROPERTY RIGHTS
410 Antitrust
& Enforcement of JudgmentSlanderPersonal Injury
820 Copyrights
430 Banks and Banking
151 Medicare Act330 Federal Employers’Product Liability
830 Patent
450 Commerce
152 Recovery of DefaultedLiability368 Asbestos Personal
835 Patent - Abbreviated
460 Deportation
Student Loans340 MarineInjury Product
New Drug Application
470 Racketeer Influenced and
(Excludes Veterans)345 Marine ProductLiability
840 Trademark
Corrupt Organizations
153 Recovery of OverpaymentLiability
PERSONAL PROPERTYLABOR
880 Defend Trade Secrets
480 Consumer Credit
of Veteran’s Benefits350 Motor Vehicle370 Other Fraud710 Fair Labor Standards
Act of 2016
(15 USC 1681 or 1692)
160 Stockholders’ Suits355 Motor Vehicle371 Truth in LendingAct485 Telephone Consumer
190 Other ContractProduct Liability380 Other Personal720 Labor/Management
SOCIAL SECURITY
Protection Act
195 Contract Product Liability360 Other PersonalProperty DamageRelations861 HIA (1395ff)490 Cable/Sat TV
196 FranchiseInjury385 Property Damage740 Railway Labor Act862 Black Lung (923)850 Securities/Commodities/
362 Personal Injury -
Product Liability751 Family and Medical863 DIWC/DIWW (405(g))Exchange
Medical MalpracticeLeave Act
864 SSID Title XVI890 Other Statutory Actions
REAL PROPERTYCIVIL RIGHTSPRISONER PETITIONS
790 Other Labor Litigation
865 RSI (405(g))891 Agricultural Acts
210 Land Condemnation440 Other Civil Rights
Habeas Corpus:
791 Employee Retirement893 Environmental Matters
220 Foreclosure441 Voting463 Alien DetaineeIncome Security Act
FEDERAL TAX SUITS
895 Freedom of Information
230 Rent Lease & Ejectment442 Employment510 Motions to Vacate870 Taxes (U.S. PlaintiffAct
240 Torts to Land443 Housing/Sentenceor Defendant)896 Arbitration
245 Tort Product LiabilityAccommodations530 General871 IRS—Third Party899 Administrative Procedure
290 All Other Real Property445 Amer. w/Disabilities -535 Death Penalty
IMMIGRATION
Act/Review or Appeal of
Employment
Other:
462 Naturalization Application
Agency Decision
446 Amer. w/Disabilities -540 Mandamus & Other465 Other Immigration950 Constitutionality of
Other550 Civil RightsActionsState Statutes
448 Education555 Prison Condition
560 Civil Detainee -
Conditions of
Confinement
V.  ORIGIN
(Place an “X” in One Box Only)
1   Original
Proceeding
2   Removed from
State Court
3Remanded from
Appellate Court
4  Reinstated or
Reopened
5  Transferred from
Another District
(specify)
6   Multidistrict
Litigation -
Transfer
8  Multidistrict
Litigation -
Direct File
VI.  CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):
Brief description of cause:
VII.  REQUESTED IN
COMPLAINT:
CHECK IF THIS IS A
CLASS ACTION
UNDER RULE 23, F.R.Cv.P.
DEMAND $
CHECK YES only if demanded in complaint:
JURY DEMAND:
YesNo
VIII.  RELATED CASE(S)
          IF ANY
(See instructions):
JUDGEDOCKET NUMBER
DATESIGNATURE OF ATTORNEY OF RECORD
FOR OFFICE USE ONLY
RECEIPT #AMOUNTAPPLYING IFPJUDGEMAG. JUDGE
26 USC 7609
INTELLECTUAL
Cuyahoga County, Ohio
Antonia M. Apps, Tejal D. Shah, Wendy B. Tepperman, Sushila Rao Pentapati, Benjamin S.
Mishkin, Eric C. Kirsch
Securities and Exchange Commission, 100 Pearl Street, Ste 20-100, NY, NY 10004.
Phone:  212-336-0410 (Rao Pentapati)
15 U.S.C §§ 77q(a), 78j(b), 78m(b)(2)(A), 78m(b)(5), 78o(b)(6)(B)(i), and 78o(d)
Smith:  Robert L. Webster, Bob Webster Law, 7557 Rambler Road, Suite 525, Dallas, TX 75231
Constantin:  Max Nicholas, Max Nicholas LLC, 40 Exchange Pl 18th Floor, New York, NY 10005
Securities and Exchange Commission Justin D. Smith; Joshua Constantin
✖
✖
Civil enforcement action by the SEC for violations of federal securities laws and rules thereunder
✖
✖
8/27/2024
/s/ Antonia M. Apps

CERTIFICATION OF ARBITRATION ELIGIBILITY
Local Arbitration Rule 83.provides that with certain exceptions, actions seeking money damages only in an amount not in excess of $150,000,
exclusive of interest and costs, are eligible for compulsory arbitration. The amount of damages is presumed to be below the threshold amountunless a
certification to the contrary is filed.
&DVHLV(OLJLEOHIRU$UELWUDWLRQ
I, __________________________________________, counsel for____________________________, do hereby certify that the above captioned civil action is ineligible for
compulsory arbitration for the following reason(s):
monetary damages sought are in excess of $150,000, exclusive of interest and costs,
the complaint seeks injunctive relief,
the matter is otherwise ineligible for the following reason
DISCLOSURE STATEMENT - FEDERAL RULES CIVIL PROCEDURE 7.1
Identify any parent corporation and any publicly held corporation that owns 10% or more or its stocks:
RELATED CASE STATEMENT (Section VIII on the Front of this Form)
Please list all cases that are arguably related pursuant to Division of Business Rule in Section VIII on the front of this form. RuleDprovides that “A civil case is “related” toanother
civil case for purposes of this guideline when, because of the similarity of facts and legal issues or because the cases arise from the same transactions or events, a substantial saving of
judicial resources is likely to result from assigning both cases to the same judge and magistrate judge.” RuleD provides that “ A civil case shall not be deemed “related” to another
civil case merely because the civil caseinvolves identical legal issues, or the same parties.” Rulefurther provides that
“Presumptively, and subject to the power of a judge to determine otherwise pursuant to paragraph (E), civil cases shall not be deemed to be “related” unless both cases are still pending
before the court.”
1.) Is the civil action being filed in the Eastern District removed from a New York State Court located in Nassau or Suffolk
County?                          Yes                                       No
2.) If you answered “no” above:
a) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in Nassau or Suffolk
County?YesNo
b) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in the Eastern
District?YesNo
c)If this is a Fair Debt Collection Practice Act case, specify the County in which the offending communication was
received:______________________________.
If your answer to question 2 (b) is “No,” does the defendant (or a majority of the defendants, if there is more than one) reside in Nassau or
Suffolk County, or, in an interpleader action, does the claimant (or a majority of the claimants, if there is more than one) reside in Nassau or
Suffolk County?___________________________________
(Note: A corporation shall be considered a resident of the County in which it has the most significant contacts).
BAR ADMISSION
I am currently admitted in the Eastern District of New York and currently a member in good standing of the bar of this court.
Yes     No
Are you currently the subject of any disciplinary action (s) in this or any other state or federal court?
Yes     (If yes, please explainNo
I certify the accuracy of all information provided above.
Signature: ____________________________________________________
:FT


















/P
/DVW0RGLILHG
1<(',9,6,212)%86,1(6658/(G
/s/ Antonia M. Apps
Securities and Exchange Commission
Antonia M. Apps
✔
N/A
✔
✔
✔
✔
✔

AO 440 (Rev. 06/12)  Summons in a Civil Action
UNITEDSTATESDISTRICTCOURT
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.
Date:
Signature of Clerk or Deputy Clerk
#3&//"
#
.")0/&:
CLERK OF COURT
Eastern District of New York
Securities and Exchange Commission
24-cv-6004
Justin D. Smith, and
Joshua Constantin
Justin D. Smith
1346 Iroquois Avenue
Mayfield Heights, OH 44124
Phone:  240-242-7709
Sushila Rao Pentapati, Esq.
Securities and Exchange Commission
100 Pearl Street, Ste 20-100
New York NY 10004
212-336-0410
[email protected]

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).
uI personally served the summons on the individual at
 (place)
on(date); or
uI 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
uI 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
uI returned the summons unexecuted because; or
uOther
(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:
24-cv-6004
0.00

AO 440 (Rev. 06/12)  Summons in a Civil Action
UNITEDSTATESDISTRICTCOURT
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.
Date:
Signature of Clerk or Deputy Clerk
#3&//"
#
.")0/&:
CLERK OF COURT
Eastern District of New York
Securities and Exchange Commission
24-cv-6004
Justin D. Smith
 and
Joshua Constantin
Joshua Constantin
1897 Gause Blvd W, Unit 7456
Slidell, LA 70460
Sushila Rao Pentapati, Esq.
Securities and Exchange Commission
100 Pearl Street, Ste 20-100
New York NY 10004
212-336-0410
[email protected]

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).
uI personally served the summons on the individual at
 (place)
on(date); or
uI 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
uI 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
uI returned the summons unexecuted because; or
uOther
(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:
24-cv-6004
0.00

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
Wendy B. Tepperman 
Sushila Rao Pentapati 
Eric C. Kirsch 
Benjamin S. Mishkin 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0410 (Rao Pentapati) 
[email protected]  
 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JUSTIN D. SMITH and  
JOSHUA CONSTANTIN,    
  
                                             Defendants. 
 

 
 
COMPLAINT 

   
24 Civ. 6004 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

Defendants Justin D. Smith (“Smith”) and Joshua Constantin (“Constantin”) (together, 

“Defendants”), alleges as follows: 

 SUMMARY 

1. From 2017 to 2023 (the “Relevant Period”), Defendants fabricated more than $75 

million in assets, forged documents, and repeatedly lied to raise money for their company, 

Healthcare Solutions (defined below), as part of a scheme to defraud investors out of millions of 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 1 of 36 PageID #: 1



 2

dollars and to perpetuate their fraud while operating Healthcare Solutions, for part of the Relevant 

Period, as a publicly traded company.  

2. Beginning in at least November 2017, Defendants solicited investor funds for 

Healthcare Solutions Holdings, Inc. (“HSH”) with plans to take HSH public.  In April 2021, 

Defendants then took HSH public pursuant to a reverse merger with a publicly traded shell 

company.  In connection with the merger, the publicly traded shell was renamed Healthcare 

Solutions Management Group, Inc. (“HSMG,” and together with HSH, “Healthcare Solutions” or 

the “Company”). 

3. Throughout the Relevant Period, Defendants engaged in an elaborate scheme to 

falsely inflate Healthcare Solutions’ assets by more than $75 million. 

4. First, in November 2017, Defendants fabricated a fictitious investment in Healthcare 

Solutions of more than $75 million by an entity controlled by Smith, named Landes Trust (defined 

below) (the “Landes Investment”). 

5. Then, from approximately November 2017 to September 2020, Defendants used this 

fictitious Landes Investment to raise at least $2.7 million in private offerings of Healthcare Solutions 

stock based on private placement memoranda and other documents that falsely claimed the 

Company had more than $75 million in assets. 

6. Relatedly, part of Healthcare Solutions’ initial business plan was to partner with 

physicians to provide “ancillary services,” such as laboratory services, and to raise investor capital 

from physicians and others.  However, federal laws restricted ancillary service providers and 

referring physicians from having financial relationships.  Healthcare Solutions’ offering documents 

highlighted the Company’s purported satisfaction of a legal exemption applicable to ancillary service 

providers that were publicly traded companies and maintained at least $75 million in stockholders’ 

equity (the “$75 Million Minimum”).  But contrary to Defendants’ representations, Healthcare 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 2 of 36 PageID #: 2



 3

Solutions fell far short of the $75 Million Minimum because Defendants had fabricated the Landes 

Investment. 

7. Constantin participated in drafting offering documents containing these false 

representations and providing them to prospective investors, while Healthcare Solutions’ Board of 

Directors—chaired by Smith—approved them. 

8. After Healthcare Solutions became public in April 2021, Defendants made or 

contributed to similar materially false and misleading statements about the Landes Investment, the 

Company’s finances, and Healthcare Solutions’ purported satisfaction of the $75 Million Minimum.  

9. To perpetuate and conceal their fraud, Defendants forged and disseminated 

documents purporting to corroborate the Landes Investment, including fake and photoshopped 

bank and client account statements.  Defendants also lied to Healthcare Solutions’ auditors, gave 

them fake supporting documents, and falsified books and records to effectuate and cover up their 

scheme. 

10. Finally, Defendants signed Company SEC filings containing misleading statements 

relating to their backgrounds.  While touting their qualifications to lead the Company, Defendants 

concealed that they were previously subjects of enforcement actions by securities regulators.  In 

2013, the United States District Court for the Southern District of New York entered a final 

judgment against Constantin on securities fraud claims brought by the SEC in an action captioned 

SEC v. Constantin, et al., No. 11 Civ. 4642 (S.D.N.Y.), which permanently enjoined Constantin from 

violating the anti-fraud provisions of the federal securities laws and found him liable for millions of 

dollars in financial remedies.  The SEC also permanently barred Constantin from participating in any 

penny stock offering in 2013—a prohibition which Constantin then violated by, among other things, 

soliciting investors in Healthcare Solutions’ private placements, negotiating and coordinating the 

Company’s reverse merger transaction, and working with the Company’s transfer agent to issue 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 3 of 36 PageID #: 3



 4

stock certificates.  For Smith’s part, in 2020, the Ohio state securities regulator issued a cease-and-

desist order against Smith and two Smith-controlled entities that also used the “Landes” name for 

acting as unlicensed securities dealers, salespersons, and investment advisers.  Defendants disclosed 

none of the foregoing regulatory history while misleadingly boasting in Company SEC filings of 

their relevant experience and qualifications. 

11. As a result of Defendants’ fraud, investors suffered significant financial losses.  By 

late 2022, Healthcare Solutions’ business had largely collapsed.  In April 2023, the Company’s stock 

price plummeted to almost zero and never recovered, rendering investors’ shares effectively 

worthless.  The Company currently has no operations or material assets.   

12. All the while, Defendants compensated themselves handsomely from Healthcare 

Solutions’ coffers, each pocketing, directly or through entities they controlled, at least hundreds of 

thousands of dollars. 

VIOLATIONS 

13. By virtue of the foregoing conduct and as alleged further herein, Smith has 

(i) violated, and/or, in the alternative, aided and abetted violations by Constantin and Healthcare 

Solutions of, Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], 

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

Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; (ii) violated Exchange Act Section 13(b)(5) 

[15 U.S.C. § 78m(b)(5)] and Rules 13b2-1, 13b2-2, and 15d-14 [17 C.F.R. §§ 240.13b2-1, 240.13b2-2, 

and 240.15d-14] thereunder; and (iii) aided and abetted HSMG’s violations of Exchange Act 

Sections 13(b)(2)(A) and 15(d) [15 U.S.C. §§ 78m(b)(2)(A) and 78o(d)] and Rules 12b-20, 15d-1, 

15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.  

14. By virtue of the foregoing conduct and as alleged further herein, Constantin has  

(i) violated, and/or, in the alternative, aided and abetted violations by Smith and Healthcare 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 4 of 36 PageID #: 4



 5

Solutions of, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 

U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; (ii) violated Exchange Act 

Sections 13(b)(5) and 15(b)(6)(B)(i) [15 U.S.C. §§ 78m(b)(5) and 78o(b)(6)(B)(i)] and Rule 13b2-1 [17 

C.F.R. § 240.13b2-1] thereunder; and (iii) aided and abetted violations by Smith of Exchange Act 

Rule 13b2-2 [17 C.F.R. § 240.13b2-2] and by HSMG of Exchange Act Sections 13(b)(2)(A) and 

15(d) [15 U.S.C. §§ 78m(b)(2)(A) and 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13 

[17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder. 

15. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

16. The SEC brings this action pursuant to the authority conferred upon it by Securities 

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

[15 U.S.C. § 78u(d)].  

17. The SEC seeks a final judgment: (a) ordering permanent injunctive relief against 

Defendants; (b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the 

violations alleged herein and to pay prejudgment interest thereon, pursuant to Exchange Act 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

(c) ordering Defendants to each pay civil money penalties pursuant to Securities Act Section 20(d) 

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

prohibiting Defendants from serving as an officer or director of any company that has a class of 

securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file 

reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 

20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 5 of 36 PageID #: 5



 6

prohibiting Smith from participating in any offering of a penny stock, pursuant to Securities Act 

Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; 

(f) permanently prohibiting Defendants from participating, directly or indirectly, in the issuance, 

purchase, offer, or sale of any security; and (g) ordering any other and further relief the Court may 

deem just and proper.  

JURISDICTION AND VENUE 

18. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

19. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

20. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants transacted business in the Eastern District 

of  New York, and certain of  the acts, practices, transactions, and courses of  business alleged in this 

Complaint occurred within this District.  For example, during most of the Relevant Period, between 

2017 and 2022, Healthcare Solutions was headquartered in Glen Cove, New York.  Constantin, a 

resident of Oyster Bay, New York until approximately April 2022, regularly worked out of 

Healthcare Solutions’ Glen Cove office and communicated with Smith, investors, auditors, and 

others by telephone, email, and text message from this District.  Defendants also raised money from 

investors located in this District. 

DEFENDANTS 

21. Smith, age 43, is a resident of Cleveland, Ohio.  Smith formed and controlled several 

entities that include “Landes” in their names, including an entity registered in Sweden called Landes 

and Compagnie Trust Privé KB, a/k/a Landes & Cie Private Trust (“Landes Trust”).  Smith was 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 6 of 36 PageID #: 6



 7

president of Landes Trust and held it out to Healthcare Solutions investors and the public as a 

Swedish financial services firm.  Smith also formed two entities in Wyoming (the “U.S. Landes 

Entities”), one named “Landes and Compagnie Trust Prive KB” and the other named “Landes 

Capital Management, LLC.”  On October 1, 2020, the Ohio Department of Commerce, Division of 

Securities, entered into a Consent Agreement and Cease and Desist Order with Smith and the U.S. 

Landes Entities for acting as unlicensed securities dealers, securities salespersons, and investment 

advisers. 

22. In or around November 2017, as part of carrying out the scheme with Constantin to 

fabricate the Landes Investment in the Company, Smith became a founding member of Healthcare 

Solutions.  From at least November 2017 through December 2022, Smith was Executive Chairman 

and Director of the Company.  From April 2021 to February 2023, Smith also served as the 

Company’s interim CEO and CFO.  In connection with the SEC investigation that preceded the 

filing of this action, Smith asserted his Fifth Amendment right against self-incrimination with 

respect to questions and document requests relating to, among other matters, Smith’s employment 

at Landes Trust and Healthcare Solutions, payments made to Smith by Landes Trust and Healthcare 

Solutions, the Landes Investment in Healthcare Solutions, and Smith’s communications with 

investors, potential investors, officers, directors, and employees of Landes Trust and Healthcare 

Solutions.  

23. Constantin, age 46, is a resident of Slidell, Louisiana.  Constantin previously held 

Series 7, Series 63, and Series 24 licenses.  In 2009, FINRA barred Constantin from associating with 

any FINRA member firm for, among other things, failing to allow FINRA to examine the books 

and records of a broker-dealer that Constantin owned and controlled, failing to respond to FINRA’s 

requests for information, and failing to maintain and preserve books and records required under 

SEC rules.  On July 6, 2011, the SEC brought a civil enforcement action, captioned SEC v. 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 7 of 36 PageID #: 7



 8

Constantin, et al., No. 11 Civ. 4642 (S.D.N.Y.), charging Constantin and his brokerage firm with 

violating Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder by 

fraudulently inducing investors to provide more than $1.25 million to his firm for securities 

investments from 2008 to 2009.  On May 6, 2013, the District Court entered a final judgment in that 

action permanently enjoining Constantin and his firm from violating these anti-fraud provisions, 

finding Constantin jointly and severally liable for more than $1.3 million in disgorgement and 

prejudgment interest, and ordering Constantin to pay a civil penalty of more than $1.1 million.  

Based on the District Court injunction, the SEC, in November 2013, permanently barred Constantin 

from, among other things, participating in any penny stock offering (“Penny Stock Bar”) and 

associating with a broker-dealer. 

24. In 2017, Constantin co-founded Healthcare Solutions with another individual (“Co-

Founder”), and later, Smith.  From November 2017 to June 2020, Constantin was purportedly only 

a “consultant” to the Company and held the title of corporate comptroller.  In June 2020, after 

formally becoming an employee, he assumed the additional title of head of commercial real estate 

operations.  In March 2023, Constantin became Healthcare Solutions’ interim CEO, interim CFO, 

and sole director after the departure of most other Company personnel.  Throughout the Relevant 

Period, Constantin played a leading role in soliciting Healthcare Solutions investors and the plan to 

take the Company public through a reverse merger.  He also carried out the scheme with Smith to 

fabricate the Landes Investment. 

OTHER RELEVANT ENTITIES AND PERSONS 

25. HSH is a Delaware corporation that was incorporated in November 2017 by 

Constantin and had its principal place of business in Glen Cove, New York.  On June 14, 2019, it 

entered into a reverse merger agreement with a public shell company that was renamed HSMG in 

connection with the merger.  The reverse merger was completed on April 15, 2021, whereupon 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 8 of 36 PageID #: 8



 9

HSH became a wholly owned subsidiary of the publicly traded HSMG.  HSH has never been 

registered with the SEC in any capacity.  At all relevant times, HSH’s stock met the definition of a 

“penny stock” under Exchange Act Section 3(a)(51) [15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17 

C.F.R. § 240.3a51-1] thereunder because the stock was offered to investors at less than five dollars 

per share and did not satisfy any of the exceptions to the definition of “penny stock” set forth in 

Rule 3a51-1.     

26. HSMG (f/k/a Verity Corp.) is a Delaware corporation that, at all relevant times, had 

principal places of business in Denver, Colorado; Glen Cove, New York; and Springhill, Louisiana.  

At all relevant times, HSMG was subject to the reporting requirements under Exchange Act Section 

15(d) because it had an effective Securities Act registration statement and had more than the 

minimum number of shareholders of record.  Prior to April 19, 2022, its common stock was quoted 

on the OTC Pink Market; after April 19, 2022, on the OTC Expert Market.  At all relevant times, its 

common stock met the definition of a “penny stock” under Exchange Act Section 3(a)(51) 

[15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17 C.F.R. § 240.3a51-1] thereunder because the stock 

traded below five dollars per share and did not satisfy any of the exceptions to the definition of 

“penny stock” set forth in Rule 3a51-1.  HSMG currently has no operations and lacks any material 

assets.   

27. Landes Trust was formed by Smith as a limited partnership in Stockholm, Sweden 

in November 2016.  Landes Trust has never actively conducted business in Sweden since its 

formation in 2016.  It has never been registered with, or authorized by, Sweden’s Financial 

Supervisory Authority, as is required for entities providing any financial services in Sweden.  Landes 

Trust has never been registered with the SEC in any capacity. 

28. Co-Founder founded HSH with Constantin (and later, Smith) in 2017.  Co-Founder 

was an executive vice president and director of Healthcare Solutions until March 2023 and served as 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 9 of 36 PageID #: 9



 10 

the Company’s interim CEO and CFO between February 9, 2023, and March 15, 2023. 

FACTS 

I. BACKGROUND ON LANDES TRUST 
 

29. In November 2016, Smith registered Landes Trust as a limited partnership with the 

Swedish Companies Registration Office with an address—Frejgatan 13 in Stockholm—that matched 

the location of a mailbox rental facility. 

30. Smith also registered Landes Trust with the Society for Worldwide Interbank 

Financial Telecommunication SC (“SWIFT”) as a “Non-Financial Institution,” which SWIFT 

defines as an entity established to offer goods or perform services other than financial services. 

31. In March 2017, SWIFT issued Landes Trust a “non-connected” SWIFT Business 

Identifier Code (“BIC”), meaning that it was not authorized to connect to, or exchange messages 

over, the SWIFT inter-bank messaging network.  Instead, Landes Trust’s “non-connected” BIC 

could be used only for identification purposes. 

32. Landes Trust was never registered with, or authorized by, Sweden’s Financial 

Supervisory Authority to offer financial services in Sweden, as is required for all companies 

providing such services in Sweden. 

33. Landes Trust had no personnel in Sweden and had never conducted business in 

Sweden.   

34. Notwithstanding the foregoing, Smith portrayed Landes Trust as a sophisticated 

Sweden-based financial institution. 

35. During the Relevant Period, until at least October 2020, Landes Trust’s website 

claimed that it offered clients “private trust services.”  The website stated, “We offer clients direct 

access bank and brokerage accounts, whereby we maintain their assets in trust . . . . As trustee or as 

agent, we are able to act in your best interest by managing your investment portfolio.  This includes 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 10 of 36 PageID #: 10



 11 

providing you with a professional portfolio manager who will work with you to design a 

comprehensive asset allocation strategy . . . and provide ongoing investment management services.”  

36. During the Relevant Period, until at least November 2018, Landes Trust’s website 

also stated, “SWIFT access allow[sic] us to efficiently conduct cross-border, secure bank-to-bank 

communication and verification plus streamline our trade service, forex and securities businesses,” 

which was false because Landes Trust’s SWIFT BIC was not even connected to the SWIFT inter-

bank messaging network. 

37. In May 2020, SWIFT notified Smith that the non-connected BIC that had been 

issued to Landes Trust would be terminated effective June 6, 2020, based on concerns that Landes 

Trust was using it for “illegal, illicit or fraudulent purposes or in a manner that might create 

confusion or misrepresent the organisation identified by the BIC.” 

38. Nonetheless, through at least 2022, Smith held out Landes Trust as a SWIFT-

registered financial institution, including by continuing to list the terminated BIC in his email 

signature block, by using the terminated BIC in correspondence with Healthcare Solutions’ transfer 

agent, and by stating in purported Landes Trust “client statements” provided to Healthcare 

Solutions’ auditor that Landes Trust “may also be contacted via SWIFT” using the terminated BIC. 

II. DEFENDANTS’ SCHEME TO FABRICATE ASSETS 
 

A. Defendants’ Creation of the Fictitious Landes Investment 
 

39. Constantin met Co-Founder in or around 2015 through their work on a transaction 

involving a medical device company.   

40. Constantin presented himself to Co-Founder as having significant investment 

banking and finance experience and claimed that he had close relationships and contacts with 

financial institutions.    

41. In or around 2017, Constantin sought to start a healthcare company with Co-

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 11 of 36 PageID #: 11



 12 

Founder that could, among other things, seek investor capital from physicians.   

42. In or around the fall of 2017, Constantin told Co-Founder, in substance, that 

Constantin had arranged for Smith, through Landes Trust, to invest more than $75 million in 

Healthcare Solutions and thereby permit the Company to satisfy the $75 Million Minimum.  

43. The $75 Million Minimum was relevant under the Anti-Kickback Statute [42 U.S.C. 

§ 1320a-7b(b)] and the Physician Self-Referral Law [42 U.S.C. § 1395nn] (“Stark Law,” and together 

with the Anti-Kickback Statute, the “Applicable Laws”).  Together, the Applicable Laws seek to 

ensure that medical providers’ judgments are not compromised by improper financial incentives and 

are instead based on their patients’ best interests.  For example, under the Applicable Laws, if a 

physician has a financial relationship with an ancillary services provider, such as an investment 

interest in a laboratory company, the physician may not be able to refer patients to that provider 

absent an applicable legal exemption, such as the $75 Million Minimum. 

44. In connection with the purported Landes Investment, Smith joined the group of 

founders of Healthcare Solutions, and like Constantin and Co-Founder, received founder shares in 

the Company.  Smith also assumed the role of Executive Chairman and Director in November 2017. 

45. In truth, the Landes Investment was made up.  Smith and Constantin fabricated the 

investment to inflate Healthcare Solutions’ assets, to create a false impression that the Company had 

substantial financial backing from a sophisticated financial institution, and to falsely make it appear 

that the Company satisfied the $75 Million Minimum. 

46. To provide supposed proof of the Landes Investment to Co-Founder, on December 

7, 2017, Constantin emailed Co-Founder a screenshot that purportedly showed a balance of 

$83,950,950 in a “Securities/Deposit” account at Landes Trust in the name of “Healthcare Solutions 

Holdings Inc.”  

47. This screenshot purported to represent confirmation by Constantin that the Landes 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 12 of 36 PageID #: 12



 13 

Investment had been transferred into an account at Landes Trust in the name of Healthcare 

Solutions. 

48. In fact, however, the screenshot was fake.  Constantin created it using Adobe 

Photoshop software, as reflected in the associated metadata. 

49. On December 19, 2017, in response to Co-Founder’s request for written 

confirmation of the Landes Investment from Landes Trust, Constantin provided a letter addressed 

to Co-Founder signed by Smith as Landes Trust’s managing director. 

50. Smith’s December 19, 2017 letter claimed that, in exchange for a 10% equity stake in 

Healthcare Solutions, Landes Trust “agreed to irrevocabl[y] contribute into [Healthcare Solutions], 

marketable securities with an aggregate asset value of greater than $75,000,000 USD.”  

51. Smith falsely represented in the letter that Landes Trust “is a Swedish financial 

institution” offering clients “direct access bank and brokerage accounts, whereby we maintain their 

assets in trust.”  

52. In fact, as set forth above and as Smith knew, Landes Trust was not a financial 

institution, was not licensed or authorized to offer bank or brokerage accounts, and had no active 

business in Sweden.  Nor did Smith or Landes Trust contribute any marketable securities into, or 

hold any marketable securities on behalf of, Healthcare Solutions, let alone marketable securities 

with an aggregate asset value of greater than $75 million required to meet the $75 Million Minimum.   

B. Defendants Used the Fictitious Landes Investment to Solicit Investors  
 

1. False Statements in Offering Documents 
 

53. Between November 2017 and September 2020, Defendants raised approximately 

$2.7 million for Healthcare Solutions in private placements from more than 200 investors, many of 

whom were physicians or otherwise worked in the healthcare profession.   

54. Defendants’ pitch to investors highlighted the Landes Investment and that the 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 13 of 36 PageID #: 13



 14 

company had more than $75 million in assets. 

55. As part of Healthcare Solutions’ fundraises, Constantin participated in drafting, 

reviewing, and disseminating offering materials—including private placement memoranda (“PPMs”), 

pitch decks, and subscription agreements—which contained false and misleading representations 

regarding Landes Trust, the Landes Investment, Healthcare Solutions’ balance sheet, and the 

Company’s satisfaction of the $75 Million Minimum. 

56. Healthcare Solutions’ Board of Directors, which Smith chaired, approved these false 

PPMs and other offering materials used to solicit investors.   

57. For example, in late 2017, Constantin drafted—and the Smith-chaired Board 

approved—the PPM for a private placement of Healthcare Solutions shares (“2017 PPM”) that 

described the purported Landes Investment, which Defendants knew they fabricated, and the 

Company’s purported satisfaction of the $75 Million Minimum. 

58. This 2017 PPM stated that Healthcare Solutions “has entered into a share exchange 

agreement with [Landes Trust], where ten (10%) percent of HSH’s Class ‘A’ Common stock is being 

exchanged for securities with asset value in excess of $80,000,000 prior to the year end of 2017.  

Based upon this structure the company believes that a physician investing [through the private 

placement] is provided adequate exemption according to [the Applicable Laws].”   

59. In late 2017, in response to questions raised by a prospective investor regarding the 

2017 PPM, Constantin authored a response, sent by the Co-Founder, falsely stating that the 

Company had “entered into partnerships with a large European private equity group [i.e., Landes 

Trust] that has funded [HSH] with $82M in assets”—a reference to the fictitious Landes 

Investment.  

60. From 2018 through 2020, Constantin participated in drafting and reviewing—and 

the Smith-chaired Board of Directors approved—the offering materials for successive private 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 14 of 36 PageID #: 14



 15 

placements of Healthcare Solutions shares that contained substantially similar misrepresentations 

about Smith-controlled Landes Trust, the Landes Investment, the Company’s assets, and its 

satisfaction of the $75 Million Minimum.   

61. For example, these materials stated that the Company’s “core backers are large global 

private equity firms and private banks, with the current financial strength of [Healthcare Solutions] 

being over $75M U.S. in asset value[]”—falsely representing the Smith-controlled Landes Trust as a 

large global financial conglomerate, which it was not.   

62. In describing Smith’s qualifications as Chairman of Healthcare Solutions’ Board, 

these materials claimed that Smith had “15+ years of experience in the finance industry” and was 

currently “Managing Director and Senior Portfolio Manager” of Landes Trust, which it described as 

“[a] private trust advisory with millions i[n] asset[s] under-care; Landes offers trust administration, 

analyst, brokerage and other services to its international client base.”   

63. These materials further stated, for example, that the Company “currently has over 

$83M in assets” and would “operate without violating” the Applicable Laws by “maintain[ing] $75+ 

million in investor equity”—all based on the fictitious Landes Investment.   

64. These materials also falsely assured physicians being solicited for investments that 

investing in Healthcare Solutions would be “100% legal” and “compliant” with the Applicable Laws 

because, among other things, the Company satisfied the $75 Million Minimum.   

65. Similarly, a deck that was part of Healthcare Solutions’ investor materials as of early 

2020—which Constantin helped draft, and which the Smith-chaired Board approved—claimed that 

the Company had a “[s]trong financial standing” with “over $86 [million] in liquid assets for strategic 

expansion,” and that it “has assets in excess of $80 Million raised from a sizeable international 

capital markets consortium.”   

66. But, as Defendants knew, these representations were false because Healthcare 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 15 of 36 PageID #: 15



 16 

Solutions had no significant liquid assets, let alone anywhere close to $86 million, that it could have 

used for expansion. 

67. Constantin also disseminated false offering documents to investors and other 

Healthcare Solutions personnel for purposes of soliciting investors, including at least one instance, 

on September 23, 2019, in which Constantin sent investors shareholder agreements containing the 

false representation that Landes Trust had invested into Healthcare Solutions “securities with asset 

value in excess of $80,000,000,” as well as instructions on how to wire money to purchase shares in 

Healthcare Solutions.   

68. Defendants’ representations regarding Healthcare Solutions’ assets, including the 

purported Landes Investment, were important to investors’ decision to invest in the Company.  

69. These representations falsely signaled that Healthcare Solutions had a healthy 

balance sheet, the backing of a sophisticated financial institution, and a competitive advantage 

stemming from its satisfaction of the $75 Million Minimum. 

70. Constantin acknowledged in a 2018 email about the Company’s fundraises to Co-

Founder and a Healthcare Solutions Board member that the Company’s compliance with the 

Applicable Laws, including the $75 Million Minimum, was “critical” to its ability to operate legally 

“so we personal[ly] are not committing a felony!”  

71. Smith and Constantin knew, however, that Landes Trust had not invested any assets 

in, and was not holding any assets on behalf of, Healthcare Solutions and that their representations 

to investors about the Company having more than $75 million in assets were false. 

2. Fabrication of Documents Used to Solicit Investor-1  
 

72. Investor-1 was part of a group of investors that invested more than $50,000 in a 

private placement of Healthcare Solutions shares in or around August 2018.   

73. Prior to that investment, Constantin gave Investor-1 a copy of Smith’s December 19, 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 16 of 36 PageID #: 16



 17 

2017 letter to Co-Founder, which falsely confirmed the Landes Investment and its purported 

irrevocability. 

74. Constantin told Investor-1, in substance, that the Landes Investment satisfied the 

$75 Million Minimum. 

75. As ostensible proof of the then-current value of the Landes Investment, Constantin 

sent Investor-1 a screenshot purporting to show a balance of approximately $84 million in 

Healthcare Solutions’ account at Landes Trust as of August 10, 2018.   

76. As with the fabricated screenshot that Constantin had provided to Co-Founder in 

December 2017, Constantin fabricated the August 2018 screenshot he provided to Investor-1 using 

Adobe Photoshop software, as reflected in the screenshot’s metadata. 

77. After obtaining the false December 19, 2017 letter from Smith and the fabricated 

screenshot purporting to verify the Landes Investment, Investor-1 and others in his investor group 

went through with their participation in the private placement by investing more than $50,000. 

IV. DEFENDANTS’ ADDITIONAL LIES AFTER TAKING HEALTHCARE 
SOLUTIONS PUBLIC 
 
78. In June 2019, Healthcare Solutions entered into a reverse merger agreement with a 

publicly traded shell company that was renamed HSMG in connection with the merger. 

79. Constantin was Healthcare Solutions’ principal representative in negotiating and 

executing the reverse merger.  He worked closely with accountants, auditors, the transfer agent, and 

representatives of the shell company to complete all the necessary actions and documentation. 

80. Among other things, in order to complete the reverse merger transaction, the 

Company needed to file a Form 8-K that included as exhibits certain audited and unaudited financial 

statements for HSH.   

81. The Company ultimately filed a Form 8-K on April 21, 2021 to report the closing of 

the reverse merger transaction on April 15, 2021, which included as exhibits audited financial 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 17 of 36 PageID #: 17



 18 

statements for HSH for the years ended September 30, 2020 and September 30, 2019 and unaudited 

financial statements for HSH for the three months ended December 31, 2020 and December 31, 

2019.  The included financial statements falsely showed investments “comprised of securities that 

trade frequently with quoted prices” of more than $80 million as of each of these periods, and 

represented more than 97% of the Company’s total reported assets in each of these periods.    

82. Smith signed false management representation letters to HSH’s auditor that audited 

the year-end financial statements and reviewed the unaudited interim financial statements that falsely 

represented, among other things, that he had no knowledge of fraud or suspected fraud and that the 

Company had properly recorded all investments.  As Smith knew, he had participated in creating the 

fictitious Landes Investment and the inclusion of the fictitious Landes Investment in the Company’s 

financial statements massively inflated the Company’s assets.  

83. Smith signed the April 21, 2021 Form 8-K as the Company’s interim CEO and CFO, 

titles that he assumed upon completion of the Company’s reverse merger.   

84. The April 21, 2021 Form 8-K also misrepresented Smith’s background and Landes 

Trust.  The filing described Smith as a “professional investment advisor for institutional clients” and 

the “President of [Landes Trust], a Swedish asset management firm.”  

85. These statements were false and misleading because, among other things, Landes 

Trust was not an asset management firm, and Smith was not a professional investment advisor for 

institutional clients at Landes Trust.   

86. Additionally, while the Company described Smith’s purported qualifications in detail, 

including his experience as President of Landes Trust, this description was misleading because it 

omitted that Smith and the U.S. Landes Entities were the subject of a cease-and-desist order for 

state securities law violations. 

87. In connection with the closing of the reverse merger transaction, shares of pre-

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 18 of 36 PageID #: 18



 19 

merger HSH common stock were converted into publicly traded HSMG common stock at a pre-

determined ratio.   

88. After becoming a public company, Healthcare Solutions continued to file periodic, 

quarterly, and annual reports with the SEC on Forms 8-K, 10-Q, and 10-K, respectively. 

89. Among other filings, the Company filed a Form 10-Q on August 23, 2021, and a 

Form 10-K on June 3, 2022. 

90. Smith signed each of the foregoing filings as the Company’s principal executive 

officer and principal financial and accounting officer with the titles interim CEO and CFO. 

91. Smith also certified that the August 23, 2021 Form 10-Q and June 3, 2022 Form 10-

K were materially complete and accurate and that the financial statements incorporated therein fairly 

presented the financial condition of Healthcare Solutions in all material respects. 

92. In fact, however, the August 23, 2021 Form 10-Q and June 3, 2022 Form 10-K each 

included financial statements that continued to enormously overstate the Company’s assets by the 

inclusion of the fictitious Landes Investment.  In these financial statements, the Landes Investment 

was valued at more than $83 million, representing over 95% of the Company’s total reported assets.  

93. In or around December 2021, Smith also falsely represented to the Company’s 

auditor that Healthcare Solutions’ financial statements for the year ending September 30, 2021, were 

prepared in conformity with Generally Accepted Accounting Principles (“GAAP”) and that he did 

not have any knowledge of any actual, alleged, or suspected fraud affecting the Company.  

94. Smith’s representations were false because, as he knew, the financial statements 

materially inflated the Company’s assets due to the inclusion of the fictitious Landes Investment and 

he was engaged in the fraudulent scheme described herein. 

95. The August 23, 2021 Form 10-Q and June 3, 2022 Form 10-K further stated that 

“[i]n the U.S. there are certain regulatory requirements for healthcare companies in [the] U.S. to 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 19 of 36 PageID #: 19



 20 

maintain a minimum amount of capital on hand or they are subject to additional rules and 

regulation” and then falsely claimed that the Landes Investment by the Sweden-based Landes Trust 

had “provided enough capital for the company so that all regulatory capital thresholds are met.” 

96. The statements in the Company’s filings about the Landes Investment and the 

inflation of its balance sheet significantly misrepresented Healthcare Solutions’ financial condition. 

97. On March 21, 2023, Healthcare Solutions filed a Form 8-K announcing that, on 

March 15, 2023, Constantin was appointed as Healthcare Solutions’ interim CEO, interim CFO, and 

sole member of the Board of Directors.   

98. Constantin signed this Form 8-K as interim CEO and CFO. 

99. The March 21, 2023 Form 8-K stated that Constantin (i) had “over 20 years[] 

experience[] as a healthcare industry professional specializing as a corporate comptroller and as a 

company commercialization and go to market strategy expert”; (ii) “developed and then oversaw 

and ran an advanced cardio diagnostic screening program for Novartis Pharmaceuticals across the 

United States”; (iii) “worked for a number of Private Equity Firms, Hedge Funds, Registered 

Investment Advisors, and Investment Banks”; and (iv) had “over a decade of investment banking 

experience.”  

100. These statements about Constantin’s purported experience and qualifications were, 

at minimum, misleading because they failed to disclose that Constantin had been found liable for 

securities fraud in federal court and had been barred by the SEC from participating in any offering 

of a penny stock, which at the time included stock issued by Healthcare Solutions. 

101. Constantin and the Company concealed Constantin’s regulatory history contrary to 

advice obtained by the Company pursuant to a legal opinion in 2018 that “proper disclosures be 

made about [Constantin’s] regulatory history” if a circumstance arose that “could be interpreted as 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 20 of 36 PageID #: 20



 21 

involvement with a capital raising transaction, or holding a position of managerial control[.]” 

V.  DEFENDANTS’ ADDITIONAL ACTIONS TO CONCEAL THEIR SCHEME 
 

A. Defendants Created False Documents to Cover Up Their Fabrication of the 
Landes Investment  
 

102. In or about August 2019, Defendants contacted a firm that licenses software for 

hedge funds (“Hedge Fund Services Firm”) to create a portfolio tracker for the purported portfolio 

of marketable securities comprising the Landes Investment.  

103. Smith told the Hedge Fund Services Firm that Constantin was Landes Trust’s office 

manager, that Constantin’s email address was [email protected], and that Constantin would be the 

primary user of the portfolio tracker.  

104. Smith emailed a list of the positions purportedly held in Healthcare Solutions’ 

account at Landes Trust to the Hedge Fund Services Firm to be loaded into the portfolio tracker.  

105. Before the portfolio tracker could be activated, the positions and price data needed 

to be validated, which was typically done by setting up third-party connectivity with the prime 

broker or custodian of the securities. 

106. Defendants told the Hedge Fund Services Firm that they did not want to set up 

third-party connectivity, and instead wanted a standalone tracker populated with the data provided 

by Defendants themselves. 

107.  As a result, the positions uploaded to the portfolio tracker were not validated, and 

the portfolio tracker was never activated. 

108. In or around April 2020, Constantin sent a screenshot of the inactive portfolio 

tracker that was populated with data provided by Defendants to Healthcare Solutions’ head of 

compliance as purported proof of the value of the Landes Investment, which it was not.  The 

screenshot had also been manually altered to include a header purporting to identify the portfolio of 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 21 of 36 PageID #: 21



 22 

securities as belonging to “Healthcare Solutions.”   

B. Defendants Took Additional Actions to Mislead the Company’s Auditors and 
Accountants regarding the Landes Investment 
 

109. In addition to Smith providing false management representation letters to the 

Company’s auditor, Smith and Constantin also took additional actions to mislead the Company’s 

auditors and accountants about the Landes Investment by fabricating Landes Trust account 

statements and providing false confirmations of the existence of the Landes Investment.   

110. During the preparation and audits of the Company’s financial statements in 2021 and 

2022, the Company’s accountant, who was helping to finalize the financial statements, and auditor 

requested copies of “client statements” issued by Landes Trust for Healthcare Solutions’ investment 

account so that they could validate the reported market values of the Landes Investment. 

111. For example, on December 12, 2021, a Healthcare Solutions accountant emailed 

Constantin asking for the “Landes [Trust] statement for Q3 2021.”   

112. On December 14, 2021, Constantin forwarded the request to Smith and, later that 

day, provided Smith the following figures in the same email chain: “89,768,421.73 end of Q2,” 

“89,823,345.51 end of Q3,” and “89,847,213.88 current,” thereby indicating to Smith what values to 

include when creating a fake account statement. 

113. Consistent with those amounts, the purported Landes Trust “Client Statement” for 

Healthcare Solutions for the period July 1, 2021 to September 30, 2021, which was provided to the 

Company’s auditor, reflected balances of $89,768,421.73 as of June 30, 2021 and $89,823,345.51 as 

of September 30, 2021. 

114. In fact, this purported “Client Statement” was fake.  As reflected in the metadata, it 

was created on December 14, 2021—the date of Constantin’s emails to Smith referenced in 

paragraph 112 above—by altering a file that originated with a legitimate multinational financial 

institution unrelated to Landes Trust to make it appear as though Landes Trust was a legitimate 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 22 of 36 PageID #: 22



 23 

financial institution. 

115. Smith also created other quarterly “client statements” purporting to show the value 

of the Landes Investment by altering authentic client statements from the unrelated financial 

institution that were associated with an account having no relation to Healthcare Solutions.  At least 

one of those client statements—for the period April 1, 2021 to June 30, 2021—was provided to the 

Company’s auditor. 

116. In addition, in connection with the audit of the Company’s financial statements for 

the fiscal year ended September 30, 2021, Healthcare Solutions’ auditor required a signed 

confirmation of the Landes Investment by Landes Trust.  Accordingly, Constantin prepared a 

confirmation request, signed by Smith as Healthcare Solutions’ Chairman, to provide to Landes 

Trust.  The request asked Landes Trust to confirm for Healthcare Solutions’ auditor that Landes 

Trust had made the Landes Investment in November 2017, and that the Landes Investment’s 

market value was approximately $89.8 million on September 30, 2021. 

117. On or about January 14, 2022, Healthcare Solutions’ auditor received the requested 

confirmation, signed by Smith’s ostensible business partner at Landes Trust.    

118. As Defendants knew, the information that they arranged for Landes Trust to 

confirm for the auditor was false because the Landes Investment was fabricated. 

VI. HEALTHCARE SOLUTIONS’ COLLAPSE 
 

119. Healthcare Solutions’ business plan was never fully realized and the Company 

conducted only limited business operations consisting primarily of operations relating to a handful 

of clinics. 

120. Nonetheless, Defendants compensated themselves handsomely from the Company’s 

coffers, with, for example, more than $450,000 flowing directly from the Company into Smith’s 

personal bank accounts between May 2022 and March 2023, and almost $500,000 into Constantin’s 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 23 of 36 PageID #: 23



 24 

personal bank accounts between August 2019 and March 2023.  During the Relevant Period, 

Defendants also used Company credit cards to pay for apparent personal expenses, including airfare 

for family members and other non-business expenses.    

121. By the end of 2022, even Healthcare Solutions’ limited business operations had 

effectively collapsed, as clinics were closed, and employees stopped getting paid. 

122. On February 14, 2023, Healthcare Solutions filed a Form 8-K disclosing that Smith 

had been removed as a Board member on December 27, 2022, and then “let go” from his interim 

CEO and CFO roles on February 9, 2023, to reduce costs.   

123. The February 14, 2023 filing attached a separation agreement with Smith providing 

that the Landes Investment—which Defendants previously characterized as irrevocable—would be 

“returned” to Landes Trust in exchange for the shares that Landes Trust had been issued in 

connection with the Landes Investment. 

124. By April 21, 2023, the price of Healthcare Solutions’ stock had dropped to less than 

a penny per share, rendering investors’ holdings of the stock nearly worthless.   

VI. CONSTANTIN’S VIOLATION OF HIS PENNY STOCK BAR  
 
125. Throughout the Relevant Period, Constantin was subject to the Penny Stock Bar, 

which prohibited him from participating in any offering of a penny stock. 

126. The SEC ordered the Penny Stock Bar against Constantin in November 2013 

pursuant to Exchange Act Section 15(b)(6)(A) [15 U.S.C. § 78o(b)(6)(A)].  

127. At all relevant times, Healthcare Solutions’ stock qualified as a penny stock because it 

was an equity security that did not meet any of the exceptions from the definition of a penny stock 

under Exchange Act Section 3(a)(51) [15 U.S.C. § 78c(a)(51)] and Rule 3a51-1 [17 C.F.R. § 240.3a51-

1] thereunder. 

128. In September 2017, Constantin obtained a legal opinion in connection with his 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 24 of 36 PageID #: 24



 25 

potential involvement with another penny stock issuer unrelated to Healthcare Solutions—which he 

later shared with members of Healthcare Solutions’ Board—advising him that, in light of his 

regulatory history and his Penny Stock Bar, Constantin “must remain[] far removed from the 

management and capital raising functions” of the issuer; “should not create documents or perform 

tasks primarily related to the offering of securities”; and could have at most “transitory and 

incidental” involvement in any securities offering by the issuer. 

129. Despite knowing that his conduct was prohibited, Constantin drafted at least 

significant portions of private placement memoranda and other offering materials for Healthcare 

Solutions, as set forth above, and participated in calls and in-person meetings with prospective 

investors to pitch Healthcare Solutions shares.  

130. Between at least 2018 and 2021, Constantin also served as Healthcare Solutions’ 

principal representative in negotiating and effectuating the reverse merger.   

131. After Healthcare Solutions became public in April 2021, Constantin worked with the 

transfer agent to issue stock certificates to shareholders and to make edits and corrections to the 

Company’s shareholder list. 

132. Constantin engaged in the conduct described in paragraphs 125 to 131 above 

without the consent of the SEC. 

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

(Both Defendants) 

133. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

134. Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (i) knowingly or recklessly have employed one or more devices, 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 25 of 36 PageID #: 25



 26 

schemes or artifices to defraud, (ii) knowingly, recklessly, or negligently have obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

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

were made, not misleading, and/or (iii) knowingly, recklessly, or negligently have engaged in one or 

more transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

135. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a) 

(Smith) 
 

136. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

137. As alleged above, Healthcare Solutions and Constantin violated Securities Act 

Section 17(a) [15 U.S.C. § 77q(a)].  

138. Smith knowingly or recklessly provided substantial assistance to Healthcare Solutions 

with respect to its violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

139. Smith knowingly or recklessly provided substantial assistance to Constantin with 

respect to his violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

140. By reason of the foregoing, Smith is liable pursuant to Securities Act Section 15(b) 

[15 U.S.C. § 77o(b)] for aiding and abetting Healthcare Solutions’ and Constantin’s violations of 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Smith will again aid and abet 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 26 of 36 PageID #: 26



 27 

these violations. 

THIRD CLAIM FOR RELIEF 
Aiding and Abetting Violations of Securities Act Section 17(a) 

(Constantin) 
 

141. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

142. As alleged above, Healthcare Solutions and Smith violated Securities Act 

Section 17(a) [15 U.S.C. § 77q(a)].  

143. Constantin knowingly or recklessly provided substantial assistance to Healthcare 

Solutions with respect to its violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

144. Constantin knowingly or recklessly provided substantial assistance to Smith with 

respect to his violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

145. By reason of the foregoing, Constantin is liable pursuant to Securities Act 

Section 15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Healthcare Solutions’ and Smith’s 

violations of Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and, unless enjoined, Constantin will 

again aid and abet these violations. 

FOURTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Both Defendants) 

146. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

147. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed 

one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a 

material fact or omitted to state one or more material facts necessary in order to make the 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 27 of 36 PageID #: 27



 28 

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

(iii) engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

148. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

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

FIFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Smith) 
 

149. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

150. As alleged above, Healthcare Solutions and Constantin violated Exchange Act 

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

151. Smith knowingly or recklessly provided substantial assistance to Healthcare Solutions 

with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

[17 C.F.R. § 240.10b-5] thereunder. 

152. Smith knowingly or recklessly provided substantial assistance to Constantin with 

respect to his violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 

[17 C.F.R. § 240.10b-5] thereunder. 

153. By reason of the foregoing, Smith is liable pursuant to Exchange Act Section 20(e) 

[15 U.S.C. § 78t(e)] for aiding and abetting Healthcare Solutions’ and Constantin’s violations of 

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

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 28 of 36 PageID #: 28



 29 

and, unless enjoined, Smith will again aid and abet these violations. 

SIXTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Constantin) 
 

154. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

155. As alleged above, Healthcare Solutions and Smith violated Exchange Act Section 

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

156. Constantin knowingly or recklessly provided substantial assistance to Healthcare 

Solutions with respect to its violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 

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

157. Constantin knowingly or recklessly provided substantial assistance to Smith with 

respect to his violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) 

[17 C.F.R. § 240.10b-5b] thereunder. 

158. By reason of the foregoing, Constantin is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Healthcare Solutions’ and Smith’s violations of 

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

thereunder and, unless enjoined, Constantin will again aid and abet these violations. 

SEVENTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 13(b)(5) and Exchange Act Rule 13b2-1  

(Both Defendants) 
 

159. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

160. By engaging in the conduct described above, Defendants each knowingly directly or 

indirectly falsified, or caused to be falsified, books, records, or accounts of Healthcare Solutions, an 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 29 of 36 PageID #: 29



 30 

issuer subject to Exchange Act Section 13(b)(2) [15 U.S.C. § 78m(b)(2)]. 

161. By reason of the foregoing, Defendants violated and, unless enjoined, will again 

violate Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Exchange Act Rule 13b2-1 

[17 C.F.R. § 240.13b2-1] thereunder. 

EIGHTH CLAIM FOR RELIEF 
Aiding and Abetting HSMG’s Violations of Exchange Act Section 13(b)(2)(A) 

(Both Defendants) 
 

162. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

163. As described above, from at least 2021 through 2023, HSMG violated Exchange Act 

Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)] by failing to make and keep books, records, or 

accounts, which, in reasonable detail, accurately and fairly reflected its transactions and dispositions 

of its assets. 

164. Defendants knowingly or recklessly provided substantial assistance to HSMG with 

respect to its violations of Exchange Act Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)]. 

165. By reason of the foregoing, Defendants are liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting HSMG’s violations of Exchange Act 

Section 13(b)(2)(A) [15 U.S.C. § 13(b)(2)(A)] and, unless enjoined, Defendants will again aid and 

abet these violations. 

NINTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 13(b)(5) and Rule 13b2-2  

(Smith) 

166. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

167. As a result of Smith’s conduct described above, the books, records, and accounts of 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 30 of 36 PageID #: 30



 31 

Healthcare Solutions falsely recorded the fabricated Landes Investment as an asset of the Company. 

168. By engaging in the conduct described above, Smith caused to be made a materially 

false or misleading statement or omitted to state, or caused another person to omit to state, a 

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

such statements were made, not misleading, to an accountant in connection with an audit, review, or 

examination of the financial statements of the issuer required to be made and in the preparation or 

filing of documents and reports required to be filed with the Commission in violation of Exchange 

Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-2 [17 C.F.R. § 240.13b2-2] thereunder. 

169. By reason of the foregoing, Smith violated and, unless enjoined, will again violate 

Exchange Act Section 13(b)(5) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-2 [17 C.F.R. § 240.13b2-2]. 

 TENTH CLAIM FOR RELIEF 
Aiding and Abetting Smith’s Violations of Exchange Act Rule 13b2-2 

(Constantin) 
 

170. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124.  

171. As described above, Smith violated Exchange Act Rule 13b2-2 [17 C.F.R. 

§ 240.13b2-2]. 

172. Constantin knowingly or recklessly provided substantial assistance to Smith with 

respect to Smith’s violations of Exchange Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].  

173. By reason of the foregoing, Constantin is liable pursuant to Exchange Act Section 

20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Smith’s violations of Exchange Act Rule 13b2-2 

[17 C.F.R. § 240.13b2-2] and, unless enjoined, Constantin will again aid and abet these violations.   

ELEVENTH CLAIM FOR RELIEF 
Violation of Exchange Act Section 15(b)(6)(B)(i)  

(Constantin) 
 

174. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 31 of 36 PageID #: 31



 32 

1 through 12 and 21 through 132.   

175. As alleged above, Constantin, as to whom an order under Exchange Act 

Section 15(b)(6)(A) [15 U.S.C. § 78o(b)(6)(A)] was in effect at all relevant times, without the consent 

of the SEC, willfully participated in an offering of a penny stock in contravention of such order.  

176. By reason of the foregoing, Constantin, directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Exchange Act Section 15(b)(6)(B)(i) [15 U.S.C. 

§ 78o(b)(6)(B)(i)]. 

TWELFTH CLAIM FOR RELIEF 
Aiding and Abetting HSMG’s Violations of Exchange Act Section 15(d) and Rules 12b-20, 

15d-1, 15d-11, and 15d-13 
(Both Defendants) 

 
177. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124. 

178. Exchange Act Section 15(d) [15 U.S.C. §78o(d)] and Rules 15d-1, 15d-11, and 15d-13 

[17 C.F.R. §§ 240.15d-1, 240.15d-11, and 240.15d-13] thereunder require issuers of securities that 

have filed certain registration statements to file with the SEC annual, quarterly, and current reports.  

179. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that in addition to the 

information expressly required in a statement or report, there shall be added such further material 

information, if any, as may be necessary to make the required statements, in light of the 

circumstances under which they are made, not misleading.  

180. HSMG was required to file annual, quarterly, and current financial reports with the 

SEC pursuant to Exchange Act Section 15(d) [15 U.S.C. §78o(d)] and Rules 15d-1, 15d-11, and 15d-

13 [17 C.F.R. §§ 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.  

181. As described above, between at least 2021 through 2023, HSMG violated Exchange 

Act Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13 [17 C.F.R. 

§§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder by filing reports filed on Form 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 32 of 36 PageID #: 32



 33 

10-K, Form 10-K, and Form 8-K with the SEC that were materially false and misleading, or which 

failed to include material information necessary to make the required statements in the reports, in 

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

182. Defendants knowingly or recklessly provided substantial assistance to HSMG with 

respect to its violations of Exchange Act Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1, 

15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder.   

183. By reason of the foregoing, Defendants are liable pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t(e)] for aiding and abetting HSMG’s violations of Exchange Act 

Section 15(d) [15 U.S.C. § 78o(d)] and Rules 12b-20, 15d-1, 15d-11, and 15d-13 [17 C.F.R. 

§§ 240.12b-20, 240.15d-1, 240.15d-11, and 240.15d-13] thereunder and, unless enjoined, Defendants 

will again aid and abet these violations. 

THIRTEENTH CLAIM FOR RELIEF 
Violation of Exchange Act Rule 15d-14  

(Smith) 
 

184. The SEC re-alleges and incorporates by reference here the allegations in paragraphs 

1 through 12, and 21 through 124.   

185. Exchange Act Rule 15d-14 [17 C.F.R. § 240.15d-14] requires that each report filed 

pursuant to Exchange Act Section 15(d) [15 U.S.C. § 78o(d)] must include a certification signed by 

the principal executive and principal financial officer of the issuer.  Among the items that the 

officer(s) must certify is that the filing, to the best of their knowledge, does not contain any untrue 

statement of material fact or omit to state a material fact necessary to make the statements made, in 

light of the circumstances in which such statements were made, not misleading. 

186. As described above, between at least 2021 through 2022, as HSMG’s principal 

executive and principal financial officer, Smith violated Rule 15d-14 by falsely certifying that the 

reports HSMG filed on Form 10-K and Form 10-Q contained no material misstatements or 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 33 of 36 PageID #: 33



 34 

omissions.  

187. By reason of the foregoing, Smith violated and, unless enjoined, will again violate, 

Exchange Act Rule 15d-14 [17 C.F.R. § 240.15d-14]  

PRAYER FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment: 

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys and 

all persons in active concert or participation with any of them from violating, or aiding and abetting 

violations of, directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act 

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

II. 

Permanently enjoining Smith and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, or aiding and abetting 

violations of, directly or indirectly, Exchange Act Sections 13(b)(2)(A), 13(b)(5), and 15(d) [15 U.S.C. 

§§ 78m(b)(2)(A), 78m(b)(5), and 78o(d)] and Rules 12b-20, 13b2-1, 13b2-2, 15d-1, 15d-11, 15d-13, 

and 15d-14 [17 C.F.R. §§ 240.12b-20, 240.13b2-21, 240.13b2-2, 240.15d-1, 240.15d-11, 240.15d-13, 

and 240.15d-14] thereunder; 

III. 

Permanently enjoining Constantin and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, or aiding and abetting 

violations of, directly or indirectly, Exchange Act Sections 13(b)(2)(A), 13(b)(5), 15(b)(6)(B)(i), and 

15(d) [15 U.S.C. §§ 78m(b)(2)(A), 78m(b)(5), 78o(b)(6)(B)(i), and 78o(d)] and Rules 12b-20, 13b2-1, 

13b2-2, 15d-1, 15d-11, and 15d-13 [17 C.F.R. §§ 240.12b-20, 240.13b2-1, 240.13b2-2, 240.15d-1, 

240.15d-11, and 240.15d-13] thereunder; 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 34 of 36 PageID #: 34



 35 

IV. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, with 

prejudgment interest thereon, as a result of the alleged violations, pursuant to Exchange Act 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

V. 

Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) 

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

VI. 

Permanently prohibiting Defendants from serving as an officer or director of any company 

that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is 

required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. 

§ 78u(d)(2)]; 

VII. 

Permanently prohibiting Smith from participating in any offering of a penny stock, including 

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

attempting to induce the purchase or sale of any penny stock, under Securities Act Section 20(g) 

[15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];  

VIII. 

Permanently prohibiting Defendants from participating, directly or indirectly, including, but 

not limited to, through any entity owned or controlled by either of them, in the issuance, purchase, 

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

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 35 of 36 PageID #: 35



 36 

from purchasing or selling securities for their own personal accounts; and 

IX. 

Granting any other and further relief this Court may deem just and proper.  

JURY DEMAND 

 The SEC demands a trial by jury.  

 

Dated: New York, New York 
August 27, 2024 

__/s/_Antonia M. Apps____________________________  
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Tejal D. Shah 
Wendy B. Tepperman  
Sushila Rao Pentapati  
Eric C. Kirsch  
Benjamin S. Mishkin 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
(212) 336-0410 (Rao Pentapati) 
[email protected]  

 
 
 
 

Case 2:24-cv-06004   Document 1   Filed 08/27/24   Page 36 of 36 PageID #: 36



JS 44   (Rev. 03/24) 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.)

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)

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

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 3 3 Foreign Nation 6 6
Foreign Country

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 
130 Miller Act 315 Airplane Product Product Liability 690 Other 28 USC 157 3729(a))
140 Negotiable Instrument Liability 367 Health Care/ 400 State Reapportionment
150 Recovery of Overpayment 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS 410 Antitrust

& Enforcement of Judgment Slander Personal Injury 820 Copyrights 430 Banks and Banking
151 Medicare Act 330 Federal Employers’ Product Liability 830 Patent 450 Commerce
152 Recovery of Defaulted Liability 368 Asbestos Personal 835 Patent - Abbreviated 460 Deportation

Student Loans 340 Marine Injury Product New Drug Application 470 Racketeer Influenced and
(Excludes Veterans) 345 Marine Product Liability 840 Trademark Corrupt Organizations

153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR 880 Defend Trade Secrets 480 Consumer Credit
of Veteran’s Benefits 350 Motor Vehicle 370 Other Fraud 710 Fair Labor Standards Act of 2016 (15 USC 1681 or 1692)

160 Stockholders’ Suits 355 Motor Vehicle 371 Truth in Lending Act 485 Telephone Consumer
190 Other Contract Product Liability 380 Other Personal 720 Labor/Management SOCIAL SECURITY Protection Act
195 Contract Product Liability 360 Other Personal Property Damage Relations 861 HIA (1395ff) 490 Cable/Sat TV
196 Franchise Injury 385 Property Damage 740 Railway Labor Act 862 Black Lung (923) 850 Securities/Commodities/

362 Personal Injury - Product Liability 751 Family and Medical 863 DIWC/DIWW (405(g)) Exchange
Medical Malpractice Leave Act 864 SSID Title XVI 890 Other Statutory Actions

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 790 Other Labor Litigation 865 RSI (405(g)) 891 Agricultural Acts
210 Land Condemnation 440 Other Civil Rights Habeas Corpus: 791 Employee Retirement 893 Environmental Matters
220 Foreclosure 441 Voting 463 Alien Detainee Income Security Act FEDERAL TAX SUITS 895 Freedom of Information
230 Rent Lease & Ejectment 442 Employment 510 Motions to Vacate 870 Taxes (U.S. Plaintiff Act
240 Torts to Land 443 Housing/ Sentence or Defendant) 896 Arbitration
245 Tort Product Liability Accommodations 530 General 871 IRS—Third Party 899 Administrative Procedure
290 All Other Real Property 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION Act/Review or Appeal of

Employment Other: 462 Naturalization Application Agency Decision
446 Amer. w/Disabilities - 540 Mandamus & Other 465 Other Immigration 950 Constitutionality of

Other 550 Civil Rights Actions State Statutes
448 Education 555 Prison Condition

560 Civil Detainee -
Conditions of 
Confinement

V.  ORIGIN (Place an “X” in One Box Only)
1 Original

Proceeding 
2 Removed from

State Court
3 Remanded from

Appellate Court 
4 Reinstated or

Reopened
5 Transferred from

Another District
(specify)

6 Multidistrict
Litigation - 
Transfer

8  Multidistrict
Litigation -
Direct File

VI.  CAUSE OF ACTION
Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII.  REQUESTED IN
COMPLAINT:

CHECK IF THIS IS A CLASS ACTION
UNDER RULE 23, F.R.Cv.P. 

DEMAND $ CHECK YES only if demanded in complaint:
JURY DEMAND: Yes No

VIII.  RELATED CASE(S) 
          IF ANY (See instructions):

JUDGE DOCKET NUMBER

DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

26 USC 7609

INTELLECTUAL

Cuyahoga County, Ohio

Antonia M. Apps, Tejal D. Shah, Wendy B. Tepperman, Sushila Rao Pentapati, Benjamin S. 
Mishkin, Eric C. Kirsch 
Securities and Exchange Commission, 100 Pearl Street, Ste 20-100, NY, NY 10004.
Phone:  212-336-0410 (Rao Pentapati)

15 U.S.C §§ 77q(a), 78j(b), 78m(b)(2)(A), 78m(b)(5), 78o(b)(6)(B)(i), and 78o(d)

Smith:  Robert L. Webster, Bob Webster Law, 7557 Rambler Road, Suite 525, Dallas, TX 75231

Constantin:  Max Nicholas, Max Nicholas LLC, 40 Exchange Pl 18th Floor, New York, NY 10005

Securities and Exchange Commission Justin D. Smith; Joshua Constantin

✖

✖

Civil enforcement action by the SEC for violations of federal securities laws and rules thereunder

✖

✖

8/27/2024 /s/ Antonia M. Apps 

Case 2:24-cv-06004   Document 1-1   Filed 08/27/24   Page 1 of 2 PageID #: 37



CERTIFICATION OF ARBITRATION ELIGIBILITY
Local Arbitration Rule 83. provides that with certain exceptions, actions seeking money damages only in an amount not in excess of $150,000,
exclusive of interest and costs, are eligible for compulsory arbitration. The amount of damages is presumed to be below the threshold amount unless a
certification to the contrary is filed.

I, __________________________________________, counsel for____________________________, do hereby certify that the above captioned civil action is ineligible for
compulsory arbitration for the following reason(s): 

monetary damages sought are in excess of $150,000, exclusive of interest and costs,

the complaint seeks injunctive relief,

the matter is otherwise ineligible for the following reason

DISCLOSURE STATEMENT - FEDERAL RULES CIVIL PROCEDURE 7.1

Identify any parent corporation and any publicly held corporation that owns 10% or more or its stocks:

RELATED CASE STATEMENT (Section VIII on the Front of this Form)

Please list all cases that are arguably related pursuant to Division of Business Rule  in Section VIII on the front of this form. Rule provides that “A civil case is “related” to another
civil case for purposes of this guideline when, because of the similarity of facts and legal issues or because the cases arise from the same transactions or events, a substantial saving of 
judicial resources is likely to result from assigning both cases to the same judge and magistrate judge.” Rule  provides that “ A civil case shall not be deemed “related” to another 
civil case merely because the civil case involves identical legal issues, or the same parties.” Rule further provides that
“Presumptively, and subject to the power of a judge to determine otherwise pursuant to paragraph ( ), civil cases shall not be deemed to be “related” unless both cases are still pending
before the court.”

1.) Is the civil action being filed in the Eastern District removed from a New York State Court located in Nassau or Suffolk
County?  Yes   No

2.) If you answered “no” above:
a) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in Nassau or Suffolk
County? Yes No

b) Did the events or omissions giving rise to the claim or claims, or a substantial part thereof, occur in the Eastern
District? Yes No

c) If this is a Fair Debt Collection Practice Act case, specify the County in which the offending communication was
received:______________________________.

If your answer to question 2 (b) is “No,” does the defendant (or a majority of the defendants, if there is more than one) reside in Nassau or
Suffolk County, or, in an interpleader action, does the claimant (or a majority of the claimants, if there is more than one) reside in Nassau or 
Suffolk County?___________________________________

(Note: A corporation shall be considered a resident of the County in which it has the most significant contacts). 

BAR ADMISSION

I am currently admitted in the Eastern District of New York and currently a member in good standing of the bar of this court.

Yes     No

Are you currently the subject of any disciplinary action (s) in this or any other state or federal court?

Yes     (If yes, please explain No

I certify the accuracy of all information provided above.

Signature: ____________________________________________________/s/ Antonia M. Apps

Securities and Exchange Commission Antonia M. Apps 

✔

N/A

✔

✔

✔

✔

✔

Case 2:24-cv-06004   Document 1-1   Filed 08/27/24   Page 2 of 2 PageID #: 38



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.

Date:
Signature of Clerk or Deputy Clerk

CLERK OF COURT

Eastern District of New York

Securities and Exchange Commission

24-cv-6004
Justin D. Smith, and 
Joshua Constantin 

Justin D. Smith
1346 Iroquois Avenue
Mayfield Heights, OH 44124
Phone:  240-242-7709

Sushila Rao Pentapati, Esq. 
Securities and Exchange Commission
100 Pearl Street, Ste 20-100
New York NY 10004
212-336-0410
[email protected]

Case 2:24-cv-06004   Document 1-2   Filed 08/27/24   Page 1 of 2 PageID #: 39



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:

24-cv-6004

0.00

Case 2:24-cv-06004   Document 1-2   Filed 08/27/24   Page 2 of 2 PageID #: 40



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.

Date:
Signature of Clerk or Deputy Clerk

CLERK OF COURT

Eastern District of New York

Securities and Exchange Commission

24-cv-6004
Justin D. Smith

 and 
Joshua Constantin 

Joshua Constantin
1897 Gause Blvd W, Unit 7456
Slidell, LA 70460

Sushila Rao Pentapati, Esq. 
Securities and Exchange Commission
100 Pearl Street, Ste 20-100
New York NY 10004
212-336-0410
[email protected]

Case 2:24-cv-06004   Document 1-3   Filed 08/27/24   Page 1 of 2 PageID #: 41



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:

24-cv-6004

0.00

Case 2:24-cv-06004   Document 1-3   Filed 08/27/24   Page 2 of 2 PageID #: 42