SEC v. Wells Real Estate Investment, LLC; Janalie C. Joseph a/k/a Janalie C. Bingham; and Jean Joseph, No. 9:24-cv-80980, Southern District of Florida (Aug. 20, 2024) — Complaint

UNITED STATES DISTRICT COURT
SOLJTHERN DISTRICT OF FLORIDA
CASE NO.
SECURITIES Ar  EXCHANGE COM M ISSION,
Plaintiff,
SEALEZ
FILED BY    '   D.C.
AtJC 1  22i
ANGELA E. NOBLE
CLERK U S DISI CX
s. a. oF CI.../. - MIAMI
Filed Under Seal
WELLS REAL ESTATE WVESTW N ,T LLFJAN
ALIE C. JOSEPH A/IUA JANALIE C. BINGHAM ,
and JEAN JOSEPH,
Defendants, and
CAM Bm DGE REAL ESTA'I'E M ANAGEM ENT, Ltc,
60 YACHT cLus, LLc
1 12 sou'rH oLIvs, LL ,è
791 PARKSIDE HOM E, LLc,
910 PARKSIDE, tic,
93O PARKSID ,E LLc,
976 PALM BEACH sou   ,A1tE LL ,c
1070 BocA ltv ox souAas, LLc,
2082 M n olsE PAL  ,M  LLc
2295 coroltv E BI-vo LV ,
4 O 5 0   ,Nw  L L ,c
4100 HOSPITAL oFFIcE, LLc,
4800 FEDERA ,L LLc
7352 vv ExctA, LLè,
7 4 8 3 v M . E N c  ,IA L L ,c
BocA DEERFIELD pRopERTIEs, Ll-c,
DAYBREAK Ho=  , LLc,
GLOBE OFFICE ,s LL ,c
GLOBE PROPERTY oyylcEs, Ltdc,
Lw  SQUARE oFlqc ,E L  ,Lc
M ARTINIQUE -A INVESTMENTS LLc
a/k/a MARTINIQUE'S INVESTMENTS Ll-c,
OAKLAND LAND PROPERTY, LLc, and
sotrrH OLIVE oFFIcE, LLc,
Relief Defendants.
COM PLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission (the llcommission'') alleges'.
1
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INTRODUCTION
The  Commission brings  this  action  to  prevent  further  dissipation  and
misappropriation of investor assets by Defendants Wells Real Estate lnvestment, LLC CiW el1s''),
its Chief Executive Ofticer (1(CEO'') Janalie C. Joseph a/k/a Janalie C. Bingham (ttBingham''),
and undisclosed control person and previously convicted felon Jean Joseph (lsoseph''', collectively,
çrefendants'), who have violated the antifraud and other sections of the federal securities laws.
From at least January 2020 to at least May 2024 (the d'Relevant Period'), Defendants have raised
at least $56 million from at least 660 investors nationwide through a fraudulent offering of
promissory notes, misrepresenting, nmong other things, that W ells has a $450 million real estate
portfolio and only uses investor funds to invest 111, and improve, real estate.
Using a network of tmregistered agents- both in-house and independent agents
nationwide- Defendants solicit hwestors to invest 1, among others, W ells' ltAssets-to-lncome
Progrnm,'' offering promissory notes that pay interest ranging from approximately 12% ammally
for 18 or 28-month notes, or 99% at the end of 36-month notes (the 11Note(s)''). Through Wells'
website? in marketing presentations to investors, and offering materials, Defendants asstlre
investors that their funds will be used to ltacquire, develop, and revitalize'' residential and
commercial properties primarky in south Florida, and that their investments are dscollateralized''
and ttsecured'' by real estate assets.  Defendants also tout Bingham's bona fides as (tan
accomplished real estate investor'' who has a built her own real estate portfolio worth over $ l 00
rrlillitl r1.
In reality, it appears only about $ 1 1 million of the $56 million of investor funds
raised were actually used to purchase real properties, which were acquired and managed through
hventy-tlzree affiliated limited iiability companies controlled by Defendants (collectively, û'Relief
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Defendants'l.l The properties were valued at approxhnately $46 million at acquisition, are heavily
financed through mortgages, and generate insuflk ient income to pay the debt financing, operating
expenses, and promised interest to investors.
4.    In addition, Defendants have misused and m isappropriated millions of investor
funds. Bingham and Joseph transferred approximately $28 million of ùwestor ftmds to brokerage
firms, where they engaged in highly speculative futures and options trading, losing at least $11.9
million. Defendants have also used approximately $6.9 million to pay undisclosed commissi/ns
to sales agents and, in a Ponzi-like fashion, used investor funds to make interest and plincipal
payments to other investors. Bingham and Joseph have also misappropliated approximately $ 1.8
million for personal expenses, and have transfen'ed the title of a $ 1.9 million house from Relief
Defendant 930 Parkside to Bingham. None of these material facts were disclosed to investors.
Nor did Defendants disclose the fact that W ells is co-managed by the CEO's husband, Joseph, who
is a felon on Court ordered superdsion.
By engaging in the conduct alleged in this Complaint, Defendants W ells, Bingham
and Joseph violated Section 17(a) of the Securities Act of 1933 (llsecurities Act'') (15 U.S.C. j
77q(a)J, Section 10(b) of the Exchange Act of 1934 (CsExchange Act'' ) (15 U.S.C. j 78j(b)1, and
1 Relief Defendants are Cambridge Real Estate M anagement
, LLC (sfambridge'), 60 Yacht Club,
LLC (1160 Yacht Club''), 1 12 South Olive, LLC (û11 12 South Olive''), 791 Parkside Home, LLC
(11791 Parkside''), 910 Parkside, LLC ($$9 10 Parkside''), 930 Parkside, LLC (..930 Parkside''), 976
Palm Beach Square, LLC (11976 Palm Beach Square'), 1070 Boca Raton Square, LLC (1.1070 Boca
Square'), 2082 Paradise Palm, LLC (112082 Paradise'), 2295 Corporate Blvd LLC (:12295
Corporate Blvd''), 4050 NW, LLC ($$4050 NW'') 4100 Hospital Office, LLC (çç4100 Hospital'),
4800 Federal, LLC ($14800 Federal'), 7352 Valencia, LLC ($17352 Valencia'), 7483 Valencia, LLC
(::7423 Valencia'), Boca Deerfield Properties, LLC (ssBoca Deerfield Properties'), Daybreak
Home, LLC (lûDaybreak Home''), Globe Offices, LLC (ûtGlobe Offices'l, Globe Property Dffices,
LLC (lûGlobe Property''), LW Square Office, LLC (CSLW Square'), Martiniqueâ lnvestments LLC
a/lda Martinique's Investments LLC tlMartinique lnvestments'), Oakland Land Property, LLC
(ûrakland Land'') and South Olive Oftice, LLC (llsouth Olive'').7
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Exchange Act Rule 10b-5 (17 C.F.R. j 240.10b-5j, and Section 15(a) of the Exchange Act (15
U.S.C. j 78o(a)j. Further, Defendants Bingham and Joseph, directly and indirectly, violated
Exchange Act Section 10(b) and Rule 10b-5 as contol persons of Wells under Section 20(a) of
the Exchange Act (15 U.S.C. j 78t(a)j.
Among other relief, the Commission seeks permanent injtmctions, disgorgement of
ill-gotten gains with prejudgment interest, and civil monetaly penalties against the Defendants.
The Comm ission also seeks an order against Bingham and Joseph imposing an officer and director
bar. To protect investors and preserve investor assets, the Commission also seeks emergency
relief, including asset freezes, the appointment of a receiver, an order prohibiting the destnlction
of documents, and swom  accountings.
I1.   DEFENDANTS AND RELIEF DEFENDANTS
A.   Defendants
W ells is a W yoming limited liability company formed in 2017 with its principal
place of business in W est Palm Bçach, Florida.  W ells acquires, sells, bolw ws against, and
manages comm ercial and residential real estate, including through the Relief Defendants.
Additionally, Bingham opened multiple online brokerage accounts in W ells' name, and investor
funds were transferred to those accounts for speculative trading.
Bingham resides in Boca Raton, Florida. According to docum ents provided to
investors, Bingham is W ells' founder and CEO and controls 100% of W ells' equity membership
interest. Bingham is manied to Defendant Joseph, and together they maintain operational control
over W ells and Relief Defendants. Bingham has sole signatory authority over a11 of W ells' and
Relief Defendants' bank and brokerage accotmts. Bingham has never held any securities licenses
or been associated with any entity registered with the Comm ission.
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9.    Joseph resides itl or near Boca Raton, Florida. Joseph is the fonner manager of
Evergreen United lnvestments, LLC (GûEvergreen'). In April 2019, Joseph and Evergreen were
indicted by the U.S. Attorney's Oftice for the Southern District of Florida for one count of wire
fraud in violation of Title 18, United States Code, Section 1343. See U S
. v. Joseph, S.D. Fla. Case
No. 19-20177-CR. Joseph pled guilty inNovember 2019 to one count of wire fraud, was sentenced
to 15 months in prison, and was ordered to pay approximately $3 million in restitution. Joseph
was released from prison in 2021 alld placed on tllree years of supervised release. Based on July
2024 filings in Joseph's crim inal case, a supervised release revocation proceeding was commenced
against Joseph, a11 of his supervised release conditions were incolporated, and Joseph stipulated to
a $25,000 bond. During the Relevant Period, Joseph did not hold any securities licenses, nor was
he associated with any entity registered with the Commission.
B.   Relief Defendants
Cambridge is a Florida limited liability company, claiming to have a current
principal place of business in Las Vegas, Nevada. W ells is its authorized m ember. Cambridge
manages properties owned by W ells and its affiliates. Bingham opened multiple online brokerage
accounts in Cambridge's name, and investor funds were transferred to those accounts for
speculative kading.
60 Yacht Club is a Florida limited liability company formed in M ay 2021, claiming
to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized member.
Bingham opened multiple online brokerage accounts in 60 Yacht Club's name, and investor funds
were transferred to those accounts for speculative trading.
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1
12.   112 South Olive is a Flolida limited liability company formed in August 2022,
claiming to have its principal place of business in Las Vegas, Nevada. W ells is its authorized
member.
13.   791 Parkside Hom e is a Florida limited liability company formed ill July 2021,
claiming to have its prinoipal place of business in Las Vegas, Nevada. W ells is its auiodzed
member.
910 Parkside is a Florida lim ited liability company formed in August 2022,
claiming to have a current principalplace of business in Las Vegas, Nevada. W ells is its authorized
member.
15.   930 Parkside is a Florida limited liability company formed in August 2022,
claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
member.
16.   976 Palm Beach Square is a Florida limited liability company formed in
December 2017, claiming to have a current principal place of business in Cheyelme, W yoming.
W ells is its authodzed member.
1070 Boca Raton Square is a Flolida limited liability company formed in
December 2017, claiming to have a current principal place of business in Cheyenne, W yoming.
W ells is its authorized member. Bingham opened multiple online brokerage accounts in 1070
Boca Raton Square's name, and investor funds were transferred to those accounts for speculative
kading.
18.   2082 Paradise Palm is a Florida limited liability company formed in December
2017, claiming to have a current principal place of business in Cheyenne, W yoming. W ells is its
authorized member.
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19.   2295 Corporate Blvd is a Florida limited liability company formed in December
2022, claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its
authorized member.
20.   4050 NW  is a Florida limited liability company formed in December 2022,
claim ing to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
member.
4100 Hospital Offlce is a Florida limited liability company formed in M arch 2019,
with its principai place of business in West Palm Beach, Florida. Wells is its manager and
Bingham is its registered agent.
22.   4800 Federal is a Florida limited liability company formed in December 2017,
claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
member.  Bingham opened multiple online brokerage accounts in 4800 Federal's name, and
investor funds were transferred to those accounts for speculative trading.
23.   7352 Valencia is a Florida limited liability company formed in Jtme 2022, claiming
to have a current plincipal place of business in Las Vegas, Nevada. W ells is its authorized member.
7483 Valencia is a Florida limited liability company formed in M ay 2022, claiming
to have a currentpn'ncipal place of business in Las Vegas, Nevada. W ells is its autholized member.
Boca Deerfield Properties is a Florida limited liability company formed in
September 2022, claiming to have a current principal place of business in Las Vegas, Nevada.
W ells is its authorized member.
26.   Daybreak Home is a Florida limited liability company formed in December 2017,
claiming to have a current principal place of business in Cheyenne, W yoming.  W ells is its
authorized member.
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27.   Globe Offices is a Flolida limited liability company formed irl June 2019, with a
plincipal place of business in W est Palm Beach, .Florida.  W ells is its authorized member.
Bingham opened multiple online brokerage accounts in Globe Oftice's name, and investor funds
were kansferred to those accounts for speculative trading.
28.   Globe Property Offices is a Florida limited liability company fonned in M ay 2019,
claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
m ember.
29.   LW  Square Offlce is a Florida limited liability company formed in July 2018,
claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
member. Bingham opened multiple online brokerage accounts in LW  Square Oftice's name, and
investor funds were transferred to those accounts for speculative trading.
30.   M artinique lnvestments is a Florida limited liability company formed in October
2020, with a principal place of business in W est Palm Beach, Florida. Bingham is its manager.
31.   Oakland Land Property is a Flodda limited liability company formed in
September 2021, claiming to have a current principal place of business in Las Vegas, Nevada.
W ells is its authorized member.
32.   South Olive Offce is a Florida limited liability company formed in August 2021,
claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized
member.
111.   JURISDICTION AND VENUE
This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act (15 U.S.C. jj 77t(b), 77t(d), and 77v(a)q; and Sections 21(d), 21(e),
. ()'
and 27(a) of the Exchange Act (15 U.S.C. jj 78u(d), 78u(e) and 78aa(a)q.
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34.  This Court has personaljurisdiction over the Defendants and venue is proper in the
Southem Distdct of Flolida because: (a) Bingham and Joseph reside in this District; (b) Wells'
principal place of business is in this District; (c) a significant amount of Wells' and Relief
Defendants' real estate, purchased with ùwestor funds, is located in this District, and; (d) a
substantial part of the events or omissions giving rise to the violations of the Securities Act and
the Exchange Act occurred in the District.
In colmection with the conduct alleged in this Complaint, Defendants, directly and
indirectly, singly or in concert with others, made use of the means or instnzmentalities of interstate
commerce, the means or instruments of transportation or communication in interstate comm erce,
and of the mails.
' FACTUAL ALLEGATIONS
A.   W ells' Promissorv Note Offerinzs
Wells holds itself out to the public through its website (recently disabled and now
ttunder maintenance'') and in marketing and offering materials as a lsreal estate acquisition and
development company that focuses on identifying, acquiring, and managing value-added
residential and commercial real estate assets in skategically targeted locations in the United
States-.-'' The website touted W ells' ûûprudent Decision-M aking, Rigorous Analysis, And A Focus
on Sustainable Growth By Building Green Commtmities And Stronger Families One lnvestment
At A Time.''
37.   ln marketing materials provided to investors, W ells represents that it has (ta growing
real estate portfolio with an estimated valuation of $450,000,000 in commercial and residential
properties.'' W ells claims to have a tûvision ... to acquire, develop, and revitalize Residential &
Commercial Projerties located in the United States with its primary focus in South Floridag.l''
9
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38.   As W ells' founder and CEO, Bingham is the face of the company. In offering
m aterials, W ells touts Bingham's real estate bona tides, stating that she is Ssan accomplished real
estate investor with experience in real estate acquisitions, development and asset management''
and who developed her own lûcurrent portfolio totaling over $100,000,000.9'
Tllrough its website, in marketing presentations, and tllrough a network of sales
agents, W ells promotes, nmong others, its Assets-to-lncome Program which, according to the
website, is purportedly Gtdesigned with the purpose of adding value to existing residential and
commercial. assets and zoned parcels of land to be used as long-term revenue-generating
properties.''  lnvestors are solicited to hwest in the program and provided three options of
promissory notes:
l8-month Note paying 1% interest per month, paid m onthly, and rettznz of
principal at the end of the term;
28-month Note paying 1% interest per month, paid monthly, with a 1% bonus
paid at maturity along with the ret'urn of principal; and
.  36-month Note without monthly interest payments, but payment of 99% interest
at the end of the term, along with principal repayment- effectively doubling an
investor's money in 36 months.
40.   The website touted the protitability of the Assets-to-lncome Program , stating that
investors: tûare not only taking part in the development or enhancement of those properties but also
have the opportunity to generate additional cash flow on a montllly or ammal basis with high
returns through interest.''
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4 1 .  W ells' marketing presentation used by sales agents to solicit investors states:
42.  Wells' Private Placement Memorandum ($'PPM'') for the offering represents to
investors that lcproceeds from the sale of the Notes will be used by gWellsl to acquire whole or
fractional investment interests in real propertyg.q''
43.   W ells' marketing materials and PPM  provided to investors ftlrther assure investors
of the safety and security of the Notes and the Assets-to-lncome Program .  The marketing
presentation used by agents to solicit investors assured investors that its ttlrjeal estate assets serve
as collateral'' for the Notes, and showed information and pictures of ûûselected Properties used as
Collateralg.l''
44.   Similarly, the PPM distributed to investors also assured investors that Notes dY ill
be considered a general debt obligation of EW ellsq secured by any real estate interests and/or other
assets that (Wellsq owns or wllich we may own in the ftzture on a rolling basis. Note subscribers
will hold a non-recorded security interest in (Wells') assets.''
45.   W ells' Notes constitute investment contracts and are, therefore, seculities tmder
SEC v. Howey Co., 328 U.S. 293, 298-99 (1946). W ith respect to this investment program, there
was (a) an investment of money; (b) in a common enterprise; and (c) based on the expectation of
profits to be derived from the entrepreneurial or managerial efforts of others. SEC v. Friendly
Power Co., LL C, 49 F. Supp. 2d 1363, 1368 (S.D. Fla. 1999).Further, the Notes issued by W ells
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are promissory notes constituting securities under Reves v. Ernst (fr Young, 494 U.S. 56, 65, 67
(1990).
46.   At a11 times material to this Complaint, Bingham and/or Joseph managed and
controlled
, 
the general affairs of W ells and had the power to directly or indirectly control or
influence the specitic company policies which resulted in W ells' violations of the anti-âaud and
registration provisions of the federal securities laws.
B.   Defendants Solicit Investm ents in W ells' Notes
47.   W ells marketed its Assets-to-lncome Program and Notes on its website. Bingham
and Joseph, who control W ells' day-to-day operations, also hired a group of unregistered sales
agents to sell W ells' Notes to investors. Some of the sales agents worked at the W ells' office in
W est Palm Beach and received hotlrly salaries and percentage-based commissions for each Note
sold.
48.   Defendants also solicited investors through a network of independent sales agents
nationwide, who were paid percentage-based commissions- with the highest commissions of at
least 15% of the Note value. These independent sales agents were paid a percentage of tlze Note
sold and received higher percentages for selling longer term Notes.
49.   Defendants provided sales agents with binders of W ells' marketing materials,
including its Assets-to-lncome Program presentation and a summary of business operations.
Bingham and Joseph worked with itlternal sales agents to close sales with investors. Joseph also
arranged in-house sales agent trainings and 1ed weekly sales meetings with the sales agents.
50.   During the Relevant Period, Defendants raised at least $56 million from at least 660
investors nationwide. A substantial portion of ftmds raised came from investor retirem ent savings.
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Defendants' M aterial M isrepresentations and Omissions to Investors. and
M isuse of Investor Funds
ln solicitations to investors through W ells' marketing materials and offering
materials,  investor  presentations,  and  W ells'  website,  Defendants  made  material
misrepresentations, and failed to disclose material information necessary to make the statements
made to investors not misleading, about: (i) the size, security, and profitability of Wells' real estate
portfolio; (ii) the use of investor ftmds for speculative trading; (iii) the use of investor ftmds to
make Ponzi-like payments to other itwestors; (iv) the use of investor funds to pay sales agent
commissions, atld; (v) the fact that Joseph- a convicted felon- is a control person of Wells.
@   M isrepresentations About Wells' Real Estate Porœolio
Contrary to Defendants' representations to investors that W ells' real estate portfolio
is worth $450 million, an analysis of W ells' and Relief Defendants' bank and property records
show that W ells and Relief Defendants acquired approximately 34 properties valued at about $46
million at the time of their acquisition.
According to publicly available property records, many of the properties were
financed with mortgages, and it appears the balance of the purchase prices were paid for with
investor proceeds. Several of ihe properties have been refinanced at least once. M oreover, in the
past ten months, several mortgagees and other lenders that provided fmancing to W ells and Relief
Defendants have filed lawsuits alleging defaults on more than $20 million in mortgages and other
debt financing collateralized by these properties. Defendants have also sold or transferred some
of the properties.
54.   Additionally, bank records show that while some of the properties are generating
revenue, that revenue is insufficient to generate the promised returns to investors. As a result,
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W ells has depended on new investor ftmds to make interest payments to existing investors in a
Ponzi-like fashion, as further discussed below.
(lt)  Misuse oflhvestor Funds to Engage fzl Speculatlve Options Tràding
55.   Contrary to W ells' representation to investors that their funds will be used to
ûlacquire, develop, and revitalize Residential and Commercial Properties,'' Defendants have
diverted at least $28 million of investor funds to engage in speculative options trading.
56.   Specifically, Bingham, who has sole signatory authority over all of W ells' and
Relief Defendants' bank accounts, opened at least 42 brokerage accounts at broker-dealers in the
name of W ells and many of the Relief Defendants. These brokerage accounts were funded with
W ells' investors' funds, and Joseph engaged in securities trading in those accotmts.
57.   Joseph established a tttrading room'' for W ells, and openly boasted to employees
about being able to ûtdouble'' W ells' money through trading. Directly contradicting W ells' pitch
to investors that their f'unds would be useb for Wells' real estate portfolio, Joseph told at least one
former employee that there was ttno reason to invest in real estate, Zero. There's zero reason to
invest in real estate-''
Joseph explained to the fonner employee that trading was much more lucrative, and
it was also necessary because W ells did not generate enough property rental income to support its
business operations. Indeed, contrary to representations made to investors, Joseph told employees
that W ells raised investor funds so that he could trade securities.
In reality, Joseph was not successful with his trading strategy and Defendants lost
approximately $12 million trading securities. Defendants did not disclose any of these material
facts to investors.
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(ii&)  Misuse oflnvestor Funds to Make Ponzi Payments to Investors
60.   Contrary to W ells' representations to investors that W ells' Assets-to-lncome
Program would generate cash flow from real estate and that W ells had returned over $ 15 million
to its lenders, W ells loses money and the revenues produced by the properties are insufficient to
cover the expenses and amounts due to investors.
61.   An analysis of the bank and brokerage accounts of W ells and the Relief Defendants
discloses that W ells has been operating a Ponzi scheme and paying interest and principal payments
on Notes using other investor funds since at least 2020.
62.   W ells' cash tlow does not support its business activity, resulting in net cash outtlow
of approximately $23 million. As such, Wells' operations are dependent on injections of new
ùwestor money and its operations are unsustainable.
63.   From January 2020 to present, Defendants have diverted approximately $ 10 million
of ùwestor ftmds to m ake Ponzi-like interest payments to investors and to satisfy Note
redemptions.
(@  Misuse oflnvestor Funds to Pay Sales Agents Undisclosed Commissions
64.   Conkary to the representations in the Assets-to-lncom e Program PPM section on
Stselling Commissions and Discountsl,j'' that ltNotes will be offered and sold by the Company's
Management who will not receive remuneration in connection with the placement of Notesl,j''
W ells used internal and extem al sales agents to solicit investors and used investor ftmds to pay
commissions to sales agents.
65.   Nowhere in the PPM , or any of the other offering or marketing materials, do
Defendants disclose that percentage-based commissions, as high as 15%, are paid to independent
sales agents in connection with the sale of the Notes. Nor did Defendants disclose that intem al
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sales agents, who were paid hourly, also received percentage-based commissions on the value of
the Notes sold to investors.
66.   From January 2
,
020 to present, Wells paid commissions of approximately $6.9
million to outside sales agents, which came from investor funds.
(v)   Failure to Disclose Joseph 's Role as Control Person
67.   W ells touts the business experience of its CEO Binghnm , including that she ûihas
successfully built a strong cprrent portfolio over $ 100 gmillionj.'' Although Bingham holds herself
out as the founder and CEO of W ells, she shares the control and management of W ells with her
husband, Joseph, a convicted felon and undisclosed principal and control person of W ells and the
Relief Defendants. In fact, according to one former employee, Joseph llmade all the decisions.''
68.   Among other things, Joseph actively participates in training and interviewing
employees, including intenml sales agents. Joseph organized and 1ed weekly meetings with staff
and meets with outside sales agents. Joseph also has an integral role in W ells' undisclosed options
trading strategy, running Defendants' lûtrading room ,'' and boasting to employees how trading is
more lucrative than real estate.
Despite being a control person of W ells and Relief Defendants, Joseph is not
identified or disclosed on W ells' investor documents, the Assets-to-lncome Program materials, the
PPM , or W ells' website. To the contrary, when interacting with employees, sales agents and
investors, Joseph attempts to hide his identity by using the first name $7on'' when his real tirst
name is tGlean.''
70.   Joseph's identity and involvement in W ells are likely hidden because he is a
recently convicted felon who pleaded guilty in November 2019 to one count of wire fraud (18
U.S.C. j 1343) for misappropdating approximately $3 million while operating his business,
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Evergreen. On March 17, 2020, the district court entered a criminal judgment against Joseph,
sentencing him to fifteen months of imprisonment, and ordeling him to pay $3,070,000 in
restimtion. On July 14, 2021, Joseph was given supervised release for tilree years and it appears
to have been recently extended.
Defendants have materially misled ilwestors by failing to disclose that Joseph, a
convicted felon who, during much of the Relevant Period, was incarcerated or on supervised
release, was an undisclosed control person of W ells' investment offerings and securities trading
scheme.
D.   Defendants' M isappropriation of Investor Funds
From January 2020 to present, Defendants Bingham and Joseph, directly and
indirectly, also misappropriated at least $ 1.8 million of investor funds for themselves. An analysis
of W ells' and Relief Defendants' bank accounts- wholly controlled by Bingham- reveals that
Bingham and Joseph used at least $ 1.8 million of investor funds for personal expenses, including
cash withdrawals, luxuly cars, living expenses such as groceries, and even settlement of a private
lawsuit for $293,000. For example, Cambridge bank records show that on March 21, 2023, Joseph
spent $60,228.23 at Tesla M otors.
73.   In addition, on or about January 6, 2023, W ells, through Relief Defendant 930
Parkside LLC, purchased a residential house in West Palm Beach (the IûWPB House'') for $1 .95
million. On August 10, 2023,just eight months after the purchase, 930 Parkside LLC quit-claimed
the WPB House to Bingham in her personal capacity for $10.
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E.   Defendants Eneaeed in Unreeistered Broker-Dealer Activitv
74.   During the Relevant Period, Defendants offered and sold securities issued by W ells
tmder, among others, its Assets-to-lncome Program, raising over $56 million 9om at least 660
investors.
Bingham and Joseph played a significant role in W ells' offering and Ponzi scheme,
hiring and training a team of internal sales agents, and retaining a network of independent sales
agents nationwide. Bingham and Joseph provided sales agents with offering matedals, a marketing
presentation, and al1 the tools necessary to pitch the Assets-to-lncome Progrnm, Zcluding
arranging in-house sales agent trainings and leading weekly meetings with in-house sales agents.
76.   W ells paid at least $6,865,973 of investor ftmds in the form of commissions to
independent sales agents, and Bingham and Joseph diverted miltions for themselves.
Bingham opened brokerage accounts at a broker-dealer on behalf of W ells and
many of the Relief Defendants. Bingham and Joseph used $28 million of investor proceeds to
trade options and other secudties over the course of several years.
78.   At all relevant tim es, W ells was not registered with the Commission as a broker-
dealer.
79.  At a11 relevant times, Bingham ané Joseph held no secudties licenses, were not
registered with the Commission, and were not associated with
Commission.
an entity registered with the
Relief Defendants Receive lnvestor Funds and Related Assets
80.   During the Relevant Peliod, Relief Defendants were closely-held affiliated
companies through which Defendants purchased properties with W ells' investor funds. M any of
the Relief Defendants also maintained bank accounts fLmded with investor funds, and maintained
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brokerage accounts funded with itwestor funds tlzrough which they traded seculities. The Relief
Defendants received investor funds for no apparent legitim ate pulpose.
V.   CLM M S FOR RELIEF
COUNT 1
Violations of Section 17(a)(1) of the Securities Act
(Against AII Defendants)
The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
82.   From approximately January 2020 until at least M ay 2024, Defendants, in the offer
or sale of securities by use of the m eans or instnlments of transportation or communication in
interstate commerce or by use of the mails, directly or indirectly, H owingly or recklessly
employed devices, schemes or artifices to degaud.
83.   By reason of the foregoing, Delbndants, directly or indirectly, have violated and
unless enjoined, are reasonably likely to conthme to violate, Section 17(a)(1) of the Securities Act
(15 U.S.C. j 77q(a)(1)j.
COUNT 11
Violations of Section 17(a)(2) of the Securities Act
(Against All Defendants)
84.   The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
85.   From approximately January 2020 tmtil at least M ay 2024, Defendants, in the offer
or sale of securities by use of the means or instruments of transportation or communication in
interstate commerce or by use of the mails, directly or indirectly, negligently obtained money or
property by means of untnze statements of material facts or omissions to state material facts
necessary to make the statements made, in light of the circum stances under which they were made,
not misleading.
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86.   By reason of the foregoing, Defendants, directly and indirectly, have violated and
unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act
(15 u.s.c. j 77q(a)(2)q.
COUNT IH
Violations of Section 17(a)(3) pf-th-e Securities Act
(Against AII Defendants)
87.   The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
88.   From approximately January 2020 until at least M ay 2024, the Defendants, in the
offer or sale of securities by use of the means or instruments of tansportation or commlmication
in interstate commerce or by use of the mails, directly or indirectly, negligently engaged in
transactions, practices and courses of business which have operated, are now operating or will
operate as a fraud or deceit upon the purchasers.
89.   By reason of the foregoing, the Defendants, directly and indirectly, have violated
and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3) of the Secudties
Act (15 U.S.C. j 77q(a)(3)).
COUNT IV
Violations of Section 10(b) of the Exchanze Act and Rule 10b-5(a)
(Against AII Defendants)
90.   The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
91.   From approximately January 2020 until at least April 2024, the Defendants, directly
or indirectly, by use of the means and instnzmentalities of interstate commerce, or of the mails,
lcnowingly or recklessly employed devices, schemes or artifices to defraud in connection with the
purchase or sale of securities.
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By reason of the foregoing, the Defendants, directly and indirectly, have violated
and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange
Act (15 U.S.C. j 78j(b)J and Rule 10b-5(a) E17 C.F.R. j 240.10b-5(a)q thereunder.
COUNT V
Violations of Section 10*) of the Exchanae Act and Rule 10b-5(b)
(Against AIl Defendants)
The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
94.   From approximately January 2020 until at least Aplil 2024, Defendants, directly or
indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in
cozmection with the purchase or sale of securities, knowingly or recklessly made untrue statements
of matçrial facts or omitted to state material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not m isleading.
95.   By reason of the foregoing, Defendants, directly and indirectly, violated and unless
enjoined, are reasonably likely to conthme to violate, Section 10(b) of the Exchange Act (15 U.S.C.
j 78j(b)j and Rule 10b-5(b) (17 C.F.R. j 240.10b-5(b)J theretmder.
COUNT W
Violations of Section 10(b) of the Exchanee Act and Rule 10b-5(c)
(Against All Defendants)
96.   The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
97.   From approximately January 2020 until at least April 2024, Defendants, directly or
indirectly, by use of the m eans and instrumentalities of interstate commerce, or of the mails, in
connection with the purchase or sale of securities, knowingly or recklessly engaged in acts,
practices and courses of business which have operated, are now operating, and will operate as a
fraud upon the purchasers of such securities.
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I
i
l
98.   By reason of the foregoing; the Defendants, directly and ldirectly, violated and,
unless enjoined, are reasonably likely to continue to violater Section 10(b) of the Exchange Act
(15 U.S.C. j 78j(b)j and Rule 10b-5(c) E17 C.F.R. j 240.10b-5(c)q thereunder.
COUNT Vl1
Violations of Section 20(a) of the Exchanze Act- control Person Liabilitv
(Against Bingham and Joseph)
99.   The Commission repeats and realleges Paragraphs 1 tllrough 80 of this Complaint.
100.  From at least January 2020 through July 2024, Bingham was, directly or indirectly,
a control person of Defendant Wells for puposes of Section 20(a) of the Exchange Act (15 U.S.C.
j 78t(a)).
101.  From at least January 2020 tkough October 2023 tand possibly later), Joseph was,
directly or indirectly, a control person of Defendant Wells for pumoses of Section 20(a) of the
Exchange Act E15 U.S.C. j 78t(a)q. '
102.  From approximately January 2020 through April 2024, W ells violated Section
10(b) and Rule 10b-5 of the Exchange Act.
103.  As control persons of Wells, Bingham and Joseph are jointly and severally liable
with and to the same extent as Wells for each of its respective violations of Section 10(b) and Rule
10b-5 of the Exchange Act.
104.  By reason of the foregoing, Defendants Bingham and Joseph have violated and,
unless enjoined, are reasonably likely to continue to violate Sections 10(b) and 20(a), and Rule
10b-5 of the Exchange Act g15 U.S.C. j 78j(b) and j 78t(a), and 17 C.F.R. j 240.10b-51.
22 '
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COUNT VIII
Violations of Section 15(a)(1) of the Exchanee Act
(Against AlI Defendants)
105.  The Commission repeats and realleges Paragraphs 1 through 80 of this Complaint.
106.  From approximately January 2020 until at least M ay 2024, the Defendants, directly
pr indirectly, by use of the mails or any means or instrumentality of interstate comm erce, effected
transactions 1, or induced or attempted to induce the purchase or sale of securities, while they
were not registered with the Commission as a broker or dealer or when they were not associated
with an entity registered with the Commission as a broker-dealer.
107.  By reason of the foregoing, Defendants violated and, llnless enjoined, are
reasonably likely to continue to violate Section 15(a)(1) of the Exchange Act (15 U.S.C.
j78o(a)(1)j.
COUNT IX
Uniust Enrichment
(Against Relief Defendants)
108.  The Commission repeats and realleges Paragraphs 1 tllrough 80 of tltis Complaint.
109.  The Relief Defendants obtained ùwestor ftmds as part, and in furtherance of, the
securities violations alleged above without a legitimate claim to those funds.  Under those
circumstances, it is notjust, equitable, or considerable for the Relief Defendants to retain the ftmds.
The Relief Defendants were unjustly enriched.
VI.   RELIEF REOUESTED
W HEREFORE, the Commission respectfully requests the Court find the Defendants
committed the violations alleged, and:
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A.   Permanent Iniunction
Issue Pennanent Injunctions enjoining Wells, Binghnm and Joseph, and their officers,
agents, servants, employees, attorneys, and al1 persons in active concert or participation with them
and each of them, from violating Section 17(a) of the Securities Act (15 U.S.C. 5 77q(a)J; Section
10(b) of the Exchange Act and Exchange Act Rule 10b-5 (17 C.F.R. j 240.10b-5); and Section
15(a)(1) of the Exchange Act (15 U.S.C. j78o(a)(1)); and further enjoining Bingham and Joseph
9om violating Sectîon 20(a) of the Exchange Act (15 U.S.C. j 78t(a)).
B.   Disaorzement and Preiudement Interest
lssue an order directing Defendants and Relief Defendants, and their officers, agents,
servants, employees, attorneys, and all persons in active concert or participation with them , and
each of them, to disgorge al1 ill-gotten gains received within the applicable statute of limitations,
including prejudgment interest, resulting 9om the acts or courses of conduct alleged ill this
Complaint.
C.   Asset Freeze and Sworn Accountinzs
lssue an order freezing the assets of the Defendants and Relief Defendants and requiring
Defendants to file swom  accountings with the Court.
D.   Appointm ent of a Receiver
Appoint g receiver over the Defendant W ells and Relief Defendants.
E.   Records Preservation
lssue an order requiring Defendants, including their officers, agents, servants, employees,
and attom eys, and Relief Defendants, including. their officers, agents, servants, employees, and
attom eys, and a1l persons in active concert or participation with Defendants and/or Relief
24
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Defendants, to preserve any records related to the subject matter of this lawsuit that are in their
possession, custody, or subject to their control.
F.   Civil M onetarv Penalties
Issue an order directing Defendants to pay civil money penalties pursuant to Section 20(d)
of the Securities Act (15 U.S.C. j 77t(d)j and Section 21(d) of the Exchange Act g15 U.S.C. j
78u(d)q.
G.   Officer and Director Bar Aeainst Bineham and Joseph
Issue an order pursuant to Section 20(e) of the Securities Act E15 U.S.C. j 77t(e)q and
Section 21(d)(2) of the Exchange Act (15 U.S.C. j 78u(d)(2)j, permanently prohibiting Bingham
and Joseph from acting as an officer or director of any issuer whose secudties are registered with
the Commission pursuant to Section 12 of the Exchange Act or which is required to file reports
with the Commission pursuant to Section 15(d) of the Exchange Act.
H .   Further Relief
Grant such other and ftlrther relief as may be necessaly and appropriate.
1.    Retention of Jurisdiction
Further, the Commission respectfully requests the Court retainjurisdiction over this action
and over Defendants in order to implement and carry out the terms of a11 orders that may hereby .
be entered, or to entertain any suitable application or motion by the Commission for additional
relief within the jurisdiction of this Court.
VII.  DEM AND FOR JURY TRIAL
The Commission hereby demands a tlial by jury on any and a11 issues in this action so
triable.
25
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Dated: August 12, 2024Respectfully submitted:
Y*J 9
YX1 * *
Brian Lechich, Esq.
Flolida Bar No. 84419
Trial Counsel
Email: Lechicv @sec.gov
Phone: (305) 416-6257
f ead Attorney
and
Hughens Dolisca, Esq.
Florida Bar No. 99744
Senior Counsel
Email: [email protected]
Phone: (305) 982-6344
ATTORNEYS FOR PLAINTW F
SECURITIES AND EXCHANGE
COM O SSION
801 Brickell Avenue, Suite 1950
M  ia  ,mi F L 3 3 1 3 1
Telephone: (305) 982-6300
Facsimile: (305) 536-4154
26
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UNITED STATES DISTRICT COURT
SOLJTHERN DISTRICT OF FLORIDA

CASE NO.

SECURITIES Ar  EXCHANGE COM M ISSION,

Plaintiff,

SEALEZ
FILED BY ' D.C.

AtJC 1 22i
ANGELA E. NOBLE
CLERK U S DISI CX
s. a. oF CI.../. - MIAMI

Filed Under Seal

WELLS REAL ESTATE WVESTW N ,T LLFJAN
ALIE C. JOSEPH A/IUA JANALIE C. BINGHAM ,

and JEAN JOSEPH,
Defendants, and

CAM Bm DGE REAL ESTA'I'E M ANAGEM ENT, Ltc,
60 YACHT cLus, LLc
1 12 sou'rH oLIvs, LL ,è
791 PARKSIDE HOM E, LLc,
910 PARKSIDE, tic,
93O PARKSID ,E LLc,
976 PALM BEACH sou ,A1tE LL ,c
1070 BocA ltv ox souAas, LLc,
2082 M n olsE PAL ,M  LLc
2295 coroltv E BI-vo LV ,
4 O 5 0 ,Nw  L L ,c
4100 HOSPITAL oFFIcE, LLc,
4800 FEDERA ,L LLc
7352 vv ExctA, LLè,
7 4 8 3 v M . E N c ,IA L L ,c
BocA DEERFIELD pRopERTIEs, Ll-c,
DAYBREAK Ho= , LLc,
GLOBE OFFICE ,s LL ,c
GLOBE PROPERTY oyylcEs, Ltdc,
Lw  SQUARE oFlqc ,E L ,Lc
M ARTINIQUE -A INVESTMENTS LLc

a/k/a MARTINIQUE'S INVESTMENTS Ll-c,
OAKLAND LAND PROPERTY, LLc, and
sotrrH OLIVE oFFIcE, LLc,

Relief Defendants.

COM PLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Securities and Exchange Commission (the llcommission'') alleges'.

1

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INTRODUCTION

The Commission brings this action to prevent further dissipation and

misappropriation of investor assets by Defendants Wells Real Estate lnvestment, LLC CiW el1s''),

its Chief Executive Ofticer (1(CEO'') Janalie C. Joseph a/k/a Janalie C. Bingham (ttBingham''),

and undisclosed control person and previously convicted felon Jean Joseph (lsoseph''', collectively,

çrefendants'), who have violated the antifraud and other sections of the federal securities laws.

From at least January 2020 to at least May 2024 (the d'Relevant Period'), Defendants have raised

at least $56 million from at least 660 investors nationwide through a fraudulent offering of

promissory notes, misrepresenting, nmong other things, that W ells has a $450 million real estate

portfolio and only uses investor funds to invest 111, and improve, real estate.

Using a network of tmregistered agents- both in-house and independent agents

nationwide- Defendants solicit hwestors to invest 1, among others, W ells' ltAssets-to-lncome

Progrnm,'' offering promissory notes that pay interest ranging from approximately 12% ammally

for 18 or 28-month notes, or 99% at the end of 36-month notes (the 11Note(s)''). Through Wells'

website? in marketing presentations to investors, and offering materials, Defendants asstlre

investors that their funds will be used to ltacquire, develop, and revitalize'' residential and

commercial properties primarky in south Florida, and that their investments are dscollateralized''

and ttsecured'' by real estate assets. Defendants also tout Bingham's bona fides as (tan

accomplished real estate investor'' who has a built her own real estate portfolio worth over $ l 00

rrlillitl r1.

In reality, it appears only about $ 1 1 million of the $56 million of investor funds

raised were actually used to purchase real properties, which were acquired and managed through

hventy-tlzree affiliated limited iiability companies controlled by Defendants (collectively, û'Relief

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Defendants'l.l The properties were valued at approxhnately $46 million at acquisition, are heavily

financed through mortgages, and generate insuflk ient income to pay the debt financing, operating

expenses, and promised interest to investors.

4. In addition, Defendants have misused and m isappropriated millions of investor

funds. Bingham and Joseph transferred approximately $28 million of ùwestor ftmds to brokerage

firms, where they engaged in highly speculative futures and options trading, losing at least $11.9

million. Defendants have also used approximately $6.9 million to pay undisclosed commissi/ns

to sales agents and, in a Ponzi-like fashion, used investor funds to make interest and plincipal

payments to other investors. Bingham and Joseph have also misappropliated approximately $ 1.8

million for personal expenses, and have transfen'ed the title of a $ 1.9 million house from Relief

Defendant 930 Parkside to Bingham. None of these material facts were disclosed to investors.

Nor did Defendants disclose the fact that W ells is co-managed by the CEO's husband, Joseph, who

is a felon on Court ordered superdsion.

By engaging in the conduct alleged in this Complaint, Defendants W ells, Bingham

and Joseph violated Section 17(a) of the Securities Act of 1933 (llsecurities Act'') (15 U.S.C. j

77q(a)J, Section 10(b) of the Exchange Act of 1934 (CsExchange Act'' ) (15 U.S.C. j 78j(b)1, and

1 Relief Defendants are Cambridge Real Estate M anagement
, LLC (sfambridge'), 60 Yacht Club,

LLC (1160 Yacht Club''), 1 12 South Olive, LLC (û11 12 South Olive''), 791 Parkside Home, LLC
(11791 Parkside''), 910 Parkside, LLC ($$9 10 Parkside''), 930 Parkside, LLC (..930 Parkside''), 976
Palm Beach Square, LLC (11976 Palm Beach Square'), 1070 Boca Raton Square, LLC (1.1070 Boca
Square'), 2082 Paradise Palm, LLC (112082 Paradise'), 2295 Corporate Blvd LLC (:12295
Corporate Blvd''), 4050 NW, LLC ($$4050 NW'') 4100 Hospital Office, LLC (çç4100 Hospital'),
4800 Federal, LLC ($14800 Federal'), 7352 Valencia, LLC ($17352 Valencia'), 7483 Valencia, LLC
(::7423 Valencia'), Boca Deerfield Properties, LLC (ssBoca Deerfield Properties'), Daybreak
Home, LLC (lûDaybreak Home''), Globe Offices, LLC (ûtGlobe Offices'l, Globe Property Dffices,
LLC (lûGlobe Property''), LW Square Office, LLC (CSLW Square'), Martiniqueâ lnvestments LLC
a/lda Martinique's Investments LLC tlMartinique lnvestments'), Oakland Land Property, LLC
(ûrakland Land'') and South Olive Oftice, LLC (llsouth Olive'').7

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Exchange Act Rule 10b-5 (17 C.F.R. j 240.10b-5j, and Section 15(a) of the Exchange Act (15

U.S.C. j 78o(a)j. Further, Defendants Bingham and Joseph, directly and indirectly, violated

Exchange Act Section 10(b) and Rule 10b-5 as contol persons of Wells under Section 20(a) of

the Exchange Act (15 U.S.C. j 78t(a)j.

Among other relief, the Commission seeks permanent injtmctions, disgorgement of

ill-gotten gains with prejudgment interest, and civil monetaly penalties against the Defendants.

The Comm ission also seeks an order against Bingham and Joseph imposing an officer and director

bar. To protect investors and preserve investor assets, the Commission also seeks emergency

relief, including asset freezes, the appointment of a receiver, an order prohibiting the destnlction

of documents, and swom  accountings.

I1. DEFENDANTS AND RELIEF DEFENDANTS

A. Defendants

W ells is a W yoming limited liability company formed in 2017 with its principal

place of business in W est Palm Bçach, Florida. W ells acquires, sells, bolw ws against, and

manages comm ercial and residential real estate, including through the Relief Defendants.

Additionally, Bingham opened multiple online brokerage accounts in W ells' name, and investor

funds were transferred to those accounts for speculative trading.

Bingham resides in Boca Raton, Florida. According to docum ents provided to

investors, Bingham is W ells' founder and CEO and controls 100% of W ells' equity membership

interest. Bingham is manied to Defendant Joseph, and together they maintain operational control

over W ells and Relief Defendants. Bingham has sole signatory authority over a11 of W ells' and

Relief Defendants' bank and brokerage accotmts. Bingham has never held any securities licenses

or been associated with any entity registered with the Comm ission.

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9. Joseph resides itl or near Boca Raton, Florida. Joseph is the fonner manager of

Evergreen United lnvestments, LLC (GûEvergreen'). In April 2019, Joseph and Evergreen were

indicted by the U.S. Attorney's Oftice for the Southern District of Florida for one count of wire

fraud in violation of Title 18, United States Code, Section 1343. See U S. v. Joseph, S.D. Fla. Case

No. 19-20177-CR. Joseph pled guilty inNovember 2019 to one count of wire fraud, was sentenced

to 15 months in prison, and was ordered to pay approximately $3 million in restitution. Joseph

was released from prison in 2021 alld placed on tllree years of supervised release. Based on July

2024 filings in Joseph's crim inal case, a supervised release revocation proceeding was commenced

against Joseph, a11 of his supervised release conditions were incolporated, and Joseph stipulated to

a $25,000 bond. During the Relevant Period, Joseph did not hold any securities licenses, nor was

he associated with any entity registered with the Commission.

B. Relief Defendants

Cambridge is a Florida limited liability company, claiming to have a current

principal place of business in Las Vegas, Nevada. W ells is its authorized m ember. Cambridge

manages properties owned by W ells and its affiliates. Bingham opened multiple online brokerage

accounts in Cambridge's name, and investor funds were transferred to those accounts for

speculative kading.

60 Yacht Club is a Florida limited liability company formed in M ay 2021, claiming

to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized member.

Bingham opened multiple online brokerage accounts in 60 Yacht Club's name, and investor funds

were transferred to those accounts for speculative trading.

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1

12. 112 South Olive is a Flolida limited liability company formed in August 2022,

claiming to have its principal place of business in Las Vegas, Nevada. W ells is its authorized

member.

13. 791 Parkside Hom e is a Florida limited liability company formed ill July 2021,

claiming to have its prinoipal place of business in Las Vegas, Nevada. W ells is its auiodzed

member.

910 Parkside is a Florida lim ited liability company formed in August 2022,

claiming to have a current principalplace of business in Las Vegas, Nevada. W ells is its authorized

member.

15. 930 Parkside is a Florida limited liability company formed in August 2022,

claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

member.

16. 976 Palm Beach Square is a Florida limited liability company formed in

December 2017, claiming to have a current principal place of business in Cheyelme, W yoming.

W ells is its authodzed member.

1070 Boca Raton Square is a Flolida limited liability company formed in

December 2017, claiming to have a current principal place of business in Cheyenne, W yoming.

W ells is its authorized member. Bingham opened multiple online brokerage accounts in 1070

Boca Raton Square's name, and investor funds were transferred to those accounts for speculative

kading.

18. 2082 Paradise Palm is a Florida limited liability company formed in December

2017, claiming to have a current principal place of business in Cheyenne, W yoming. W ells is its

authorized member.

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19. 2295 Corporate Blvd is a Florida limited liability company formed in December

2022, claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its

authorized member.

20. 4050 NW  is a Florida limited liability company formed in December 2022,

claim ing to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

member.

4100 Hospital Offlce is a Florida limited liability company formed in M arch 2019,

with its principai place of business in West Palm Beach, Florida. Wells is its manager and

Bingham is its registered agent.

22. 4800 Federal is a Florida limited liability company formed in December 2017,

claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

member. Bingham opened multiple online brokerage accounts in 4800 Federal's name, and

investor funds were transferred to those accounts for speculative trading.

23. 7352 Valencia is a Florida limited liability company formed in Jtme 2022, claiming

to have a current plincipal place of business in Las Vegas, Nevada. W ells is its authorized member.

7483 Valencia is a Florida limited liability company formed in M ay 2022, claiming

to have a currentpn'ncipal place of business in Las Vegas, Nevada. W ells is its autholized member.

Boca Deerfield Properties is a Florida limited liability company formed in

September 2022, claiming to have a current principal place of business in Las Vegas, Nevada.

W ells is its authorized member.

26. Daybreak Home is a Florida limited liability company formed in December 2017,

claiming to have a current principal place of business in Cheyenne, W yoming. W ells is its

authorized member.

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27. Globe Offices is a Flolida limited liability company formed irl June 2019, with a

plincipal place of business in W est Palm Beach, .Florida. W ells is its authorized member.

Bingham opened multiple online brokerage accounts in Globe Oftice's name, and investor funds

were kansferred to those accounts for speculative trading.

28. Globe Property Offices is a Florida limited liability company fonned in M ay 2019,

claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

m ember.

29. LW  Square Offlce is a Florida limited liability company formed in July 2018,

claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

member. Bingham opened multiple online brokerage accounts in LW  Square Oftice's name, and

investor funds were transferred to those accounts for speculative trading.

30. M artinique lnvestments is a Florida limited liability company formed in October

2020, with a principal place of business in W est Palm Beach, Florida. Bingham is its manager.

31. Oakland Land Property is a Flodda limited liability company formed in

September 2021, claiming to have a current principal place of business in Las Vegas, Nevada.

W ells is its authorized member.

32. South Olive Offce is a Florida limited liability company formed in August 2021,

claiming to have a current principal place of business in Las Vegas, Nevada. W ells is its authorized

member.

111. JURISDICTION AND VENUE

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

22(a) of the Securities Act (15 U.S.C. jj 77t(b), 77t(d), and 77v(a)q; and Sections 21(d), 21(e),
. ()'

and 27(a) of the Exchange Act (15 U.S.C. jj 78u(d), 78u(e) and 78aa(a)q.

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34. This Court has personaljurisdiction over the Defendants and venue is proper in the

Southem Distdct of Flolida because: (a) Bingham and Joseph reside in this District; (b) Wells'

principal place of business is in this District; (c) a significant amount of Wells' and Relief

Defendants' real estate, purchased with ùwestor funds, is located in this District, and; (d) a

substantial part of the events or omissions giving rise to the violations of the Securities Act and

the Exchange Act occurred in the District.

In colmection with the conduct alleged in this Complaint, Defendants, directly and

indirectly, singly or in concert with others, made use of the means or instnzmentalities of interstate

commerce, the means or instruments of transportation or communication in interstate comm erce,

and of the mails.

' FACTUAL ALLEGATIONS

A. W ells' Promissorv Note Offerinzs

Wells holds itself out to the public through its website (recently disabled and now

ttunder maintenance'') and in marketing and offering materials as a lsreal estate acquisition and

development company that focuses on identifying, acquiring, and managing value-added

residential and commercial real estate assets in skategically targeted locations in the United

States-.-'' The website touted W ells' ûûprudent Decision-M aking, Rigorous Analysis, And A Focus

on Sustainable Growth By Building Green Commtmities And Stronger Families One lnvestment

At A Time.''

37. ln marketing materials provided to investors, W ells represents that it has (ta growing

real estate portfolio with an estimated valuation of $450,000,000 in commercial and residential

properties.'' W ells claims to have a tûvision ... to acquire, develop, and revitalize Residential &

Commercial Projerties located in the United States with its primary focus in South Floridag.l''

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38. As W ells' founder and CEO, Bingham is the face of the company. In offering

m aterials, W ells touts Bingham's real estate bona tides, stating that she is Ssan accomplished real

estate investor with experience in real estate acquisitions, development and asset management''

and who developed her own lûcurrent portfolio totaling over $100,000,000.9'

Tllrough its website, in marketing presentations, and tllrough a network of sales

agents, W ells promotes, nmong others, its Assets-to-lncome Program which, according to the

website, is purportedly Gtdesigned with the purpose of adding value to existing residential and

commercial. assets and zoned parcels of land to be used as long-term revenue-generating

properties.'' lnvestors are solicited to hwest in the program and provided three options of

promissory notes:

l8-month Note paying 1% interest per month, paid m onthly, and rettznz of

principal at the end of the term;

28-month Note paying 1% interest per month, paid monthly, with a 1% bonus

paid at maturity along with the ret'urn of principal; and

. 36-month Note without monthly interest payments, but payment of 99% interest

at the end of the term, along with principal repayment- effectively doubling an

investor's money in 36 months.

40. The website touted the protitability of the Assets-to-lncome Program , stating that

investors: tûare not only taking part in the development or enhancement of those properties but also

have the opportunity to generate additional cash flow on a montllly or ammal basis with high

returns through interest.''

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4 1 . W ells' marketing presentation used by sales agents to solicit investors states:

42. Wells' Private Placement Memorandum ($'PPM'') for the offering represents to

investors that lcproceeds from the sale of the Notes will be used by gWellsl to acquire whole or

fractional investment interests in real propertyg.q''

43. W ells' marketing materials and PPM  provided to investors ftlrther assure investors

of the safety and security of the Notes and the Assets-to-lncome Program . The marketing

presentation used by agents to solicit investors assured investors that its ttlrjeal estate assets serve

as collateral'' for the Notes, and showed information and pictures of ûûselected Properties used as

Collateralg.l''

44. Similarly, the PPM distributed to investors also assured investors that Notes dY ill

be considered a general debt obligation of EW ellsq secured by any real estate interests and/or other

assets that (Wellsq owns or wllich we may own in the ftzture on a rolling basis. Note subscribers

will hold a non-recorded security interest in (Wells') assets.''

45. W ells' Notes constitute investment contracts and are, therefore, seculities tmder

SEC v. Howey Co., 328 U.S. 293, 298-99 (1946). W ith respect to this investment program, there

was (a) an investment of money; (b) in a common enterprise; and (c) based on the expectation of

profits to be derived from the entrepreneurial or managerial efforts of others. SEC v. Friendly

Power Co., LL C, 49 F. Supp. 2d 1363, 1368 (S.D. Fla. 1999).Further, the Notes issued by W ells

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are promissory notes constituting securities under Reves v. Ernst (fr Young, 494 U.S. 56, 65, 67

(1990).

46. At a11 times material to this Complaint, Bingham and/or Joseph managed and

controlled, the general affairs of W ells and had the power to directly or indirectly control or

influence the specitic company policies which resulted in W ells' violations of the anti-âaud and

registration provisions of the federal securities laws.

B. Defendants Solicit Investm ents in W ells' Notes

47. W ells marketed its Assets-to-lncome Program and Notes on its website. Bingham

and Joseph, who control W ells' day-to-day operations, also hired a group of unregistered sales

agents to sell W ells' Notes to investors. Some of the sales agents worked at the W ells' office in

W est Palm Beach and received hotlrly salaries and percentage-based commissions for each Note

sold.

48. Defendants also solicited investors through a network of independent sales agents

nationwide, who were paid percentage-based commissions- with the highest commissions of at

least 15% of the Note value. These independent sales agents were paid a percentage of tlze Note

sold and received higher percentages for selling longer term Notes.

49. Defendants provided sales agents with binders of W ells' marketing materials,

including its Assets-to-lncome Program presentation and a summary of business operations.

Bingham and Joseph worked with itlternal sales agents to close sales with investors. Joseph also

arranged in-house sales agent trainings and 1ed weekly sales meetings with the sales agents.

50. During the Relevant Period, Defendants raised at least $56 million from at least 660

investors nationwide. A substantial portion of ftmds raised came from investor retirem ent savings.

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Defendants' M aterial M isrepresentations and Omissions to Investors. and
M isuse of Investor Funds

ln solicitations to investors through W ells' marketing materials and offering

materials, investor presentations, and W ells' website, Defendants made material

misrepresentations, and failed to disclose material information necessary to make the statements

made to investors not misleading, about: (i) the size, security, and profitability of Wells' real estate

portfolio; (ii) the use of investor ftmds for speculative trading; (iii) the use of investor ftmds to

make Ponzi-like payments to other itwestors; (iv) the use of investor funds to pay sales agent

commissions, atld; (v) the fact that Joseph- a convicted felon- is a control person of Wells.

@ M isrepresentations About Wells' Real Estate Porœolio

Contrary to Defendants' representations to investors that W ells' real estate portfolio

is worth $450 million, an analysis of W ells' and Relief Defendants' bank and property records

show that W ells and Relief Defendants acquired approximately 34 properties valued at about $46

million at the time of their acquisition.

According to publicly available property records, many of the properties were

financed with mortgages, and it appears the balance of the purchase prices were paid for with

investor proceeds. Several of ihe properties have been refinanced at least once. M oreover, in the

past ten months, several mortgagees and other lenders that provided fmancing to W ells and Relief

Defendants have filed lawsuits alleging defaults on more than $20 million in mortgages and other

debt financing collateralized by these properties. Defendants have also sold or transferred some

of the properties.

54. Additionally, bank records show that while some of the properties are generating

revenue, that revenue is insufficient to generate the promised returns to investors. As a result,

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W ells has depended on new investor ftmds to make interest payments to existing investors in a

Ponzi-like fashion, as further discussed below.

(lt) Misuse oflhvestor Funds to Engage fzl Speculatlve Options Tràding

55. Contrary to W ells' representation to investors that their funds will be used to

ûlacquire, develop, and revitalize Residential and Commercial Properties,'' Defendants have

diverted at least $28 million of investor funds to engage in speculative options trading.

56. Specifically, Bingham, who has sole signatory authority over all of W ells' and

Relief Defendants' bank accounts, opened at least 42 brokerage accounts at broker-dealers in the

name of W ells and many of the Relief Defendants. These brokerage accounts were funded with

W ells' investors' funds, and Joseph engaged in securities trading in those accotmts.

57. Joseph established a tttrading room'' for W ells, and openly boasted to employees

about being able to ûtdouble'' W ells' money through trading. Directly contradicting W ells' pitch

to investors that their f'unds would be useb for Wells' real estate portfolio, Joseph told at least one

former employee that there was ttno reason to invest in real estate, Zero. There's zero reason to

invest in real estate-''

Joseph explained to the fonner employee that trading was much more lucrative, and

it was also necessary because W ells did not generate enough property rental income to support its

business operations. Indeed, contrary to representations made to investors, Joseph told employees

that W ells raised investor funds so that he could trade securities.

In reality, Joseph was not successful with his trading strategy and Defendants lost

approximately $12 million trading securities. Defendants did not disclose any of these material

facts to investors.

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(ii&) Misuse oflnvestor Funds to Make Ponzi Payments to Investors

60. Contrary to W ells' representations to investors that W ells' Assets-to-lncome

Program would generate cash flow from real estate and that W ells had returned over $ 15 million

to its lenders, W ells loses money and the revenues produced by the properties are insufficient to

cover the expenses and amounts due to investors.

61. An analysis of the bank and brokerage accounts of W ells and the Relief Defendants

discloses that W ells has been operating a Ponzi scheme and paying interest and principal payments

on Notes using other investor funds since at least 2020.

62. W ells' cash tlow does not support its business activity, resulting in net cash outtlow

of approximately $23 million. As such, Wells' operations are dependent on injections of new

ùwestor money and its operations are unsustainable.

63. From January 2020 to present, Defendants have diverted approximately $ 10 million

of ùwestor ftmds to m ake Ponzi-like interest payments to investors and to satisfy Note

redemptions.

(@ Misuse oflnvestor Funds to Pay Sales Agents Undisclosed Commissions

64. Conkary to the representations in the Assets-to-lncom e Program PPM section on

Stselling Commissions and Discountsl,j'' that ltNotes will be offered and sold by the Company's

Management who will not receive remuneration in connection with the placement of Notesl,j''

W ells used internal and extem al sales agents to solicit investors and used investor ftmds to pay

commissions to sales agents.

65. Nowhere in the PPM , or any of the other offering or marketing materials, do

Defendants disclose that percentage-based commissions, as high as 15%, are paid to independent

sales agents in connection with the sale of the Notes. Nor did Defendants disclose that intem al

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sales agents, who were paid hourly, also received percentage-based commissions on the value of

the Notes sold to investors.

66. From January 2,020 to present, Wells paid commissions of approximately $6.9

million to outside sales agents, which came from investor funds.

(v) Failure to Disclose Joseph 's Role as Control Person

67. W ells touts the business experience of its CEO Binghnm , including that she ûihas

successfully built a strong cprrent portfolio over $ 100 gmillionj.'' Although Bingham holds herself

out as the founder and CEO of W ells, she shares the control and management of W ells with her

husband, Joseph, a convicted felon and undisclosed principal and control person of W ells and the

Relief Defendants. In fact, according to one former employee, Joseph llmade all the decisions.''

68. Among other things, Joseph actively participates in training and interviewing

employees, including intenml sales agents. Joseph organized and 1ed weekly meetings with staff

and meets with outside sales agents. Joseph also has an integral role in W ells' undisclosed options

trading strategy, running Defendants' lûtrading room ,'' and boasting to employees how trading is

more lucrative than real estate.

Despite being a control person of W ells and Relief Defendants, Joseph is not

identified or disclosed on W ells' investor documents, the Assets-to-lncome Program materials, the

PPM , or W ells' website. To the contrary, when interacting with employees, sales agents and

investors, Joseph attempts to hide his identity by using the first name $7on'' when his real tirst

name is tGlean.''

70. Joseph's identity and involvement in W ells are likely hidden because he is a

recently convicted felon who pleaded guilty in November 2019 to one count of wire fraud (18

U.S.C. j 1343) for misappropdating approximately $3 million while operating his business,

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Evergreen. On March 17, 2020, the district court entered a criminal judgment against Joseph,

sentencing him to fifteen months of imprisonment, and ordeling him to pay $3,070,000 in

restimtion. On July 14, 2021, Joseph was given supervised release for tilree years and it appears

to have been recently extended.

Defendants have materially misled ilwestors by failing to disclose that Joseph, a

convicted felon who, during much of the Relevant Period, was incarcerated or on supervised

release, was an undisclosed control person of W ells' investment offerings and securities trading

scheme.

D. Defendants' M isappropriation of Investor Funds

From January 2020 to present, Defendants Bingham and Joseph, directly and

indirectly, also misappropriated at least $ 1.8 million of investor funds for themselves. An analysis

of W ells' and Relief Defendants' bank accounts- wholly controlled by Bingham- reveals that

Bingham and Joseph used at least $ 1.8 million of investor funds for personal expenses, including

cash withdrawals, luxuly cars, living expenses such as groceries, and even settlement of a private

lawsuit for $293,000. For example, Cambridge bank records show that on March 21, 2023, Joseph

spent $60,228.23 at Tesla M otors.

73. In addition, on or about January 6, 2023, W ells, through Relief Defendant 930

Parkside LLC, purchased a residential house in West Palm Beach (the IûWPB House'') for $1 .95

million. On August 10, 2023,just eight months after the purchase, 930 Parkside LLC quit-claimed

the WPB House to Bingham in her personal capacity for $10.

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E. Defendants Eneaeed in Unreeistered Broker-Dealer Activitv

74. During the Relevant Period, Defendants offered and sold securities issued by W ells

tmder, among others, its Assets-to-lncome Program, raising over $56 million 9om at least 660

investors.

Bingham and Joseph played a significant role in W ells' offering and Ponzi scheme,

hiring and training a team of internal sales agents, and retaining a network of independent sales

agents nationwide. Bingham and Joseph provided sales agents with offering matedals, a marketing

presentation, and al1 the tools necessary to pitch the Assets-to-lncome Progrnm, Zcluding

arranging in-house sales agent trainings and leading weekly meetings with in-house sales agents.

76. W ells paid at least $6,865,973 of investor ftmds in the form of commissions to

independent sales agents, and Bingham and Joseph diverted miltions for themselves.

Bingham opened brokerage accounts at a broker-dealer on behalf of W ells and

many of the Relief Defendants. Bingham and Joseph used $28 million of investor proceeds to

trade options and other secudties over the course of several years.

78. At all relevant tim es, W ells was not registered with the Commission as a broker-

dealer.

79. At a11 relevant times, Bingham ané Joseph held no secudties licenses, were not

registered with the Commission, and were not associated with

Commission.

an entity registered with the

Relief Defendants Receive lnvestor Funds and Related Assets

80. During the Relevant Peliod, Relief Defendants were closely-held affiliated

companies through which Defendants purchased properties with W ells' investor funds. M any of

the Relief Defendants also maintained bank accounts fLmded with investor funds, and maintained

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brokerage accounts funded with itwestor funds tlzrough which they traded seculities. The Relief

Defendants received investor funds for no apparent legitim ate pulpose.

V. CLM M S FOR RELIEF

COUNT 1

Violations of Section 17(a)(1) of the Securities Act
(Against AII Defendants)

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

82. From approximately January 2020 until at least M ay 2024, Defendants, in the offer

or sale of securities by use of the m eans or instnlments of transportation or communication in

interstate commerce or by use of the mails, directly or indirectly, H owingly or recklessly

employed devices, schemes or artifices to degaud.

83. By reason of the foregoing, Delbndants, directly or indirectly, have violated and

unless enjoined, are reasonably likely to conthme to violate, Section 17(a)(1) of the Securities Act

(15 U.S.C. j 77q(a)(1)j.

COUNT 11

Violations of Section 17(a)(2) of the Securities Act
(Against All Defendants)

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

85. From approximately January 2020 tmtil at least M ay 2024, Defendants, in the offer

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

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

property by means of untnze statements of material facts or omissions to state material facts

necessary to make the statements made, in light of the circum stances under which they were made,

not misleading.

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86. By reason of the foregoing, Defendants, directly and indirectly, have violated and

unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act

(15 u.s.c. j 77q(a)(2)q.

COUNT IH

Violations of Section 17(a)(3) pf-th-e Securities Act
(Against AII Defendants)

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

88. From approximately January 2020 until at least M ay 2024, the Defendants, in the

offer or sale of securities by use of the means or instruments of tansportation or commlmication

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

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

operate as a fraud or deceit upon the purchasers.

89. By reason of the foregoing, the Defendants, directly and indirectly, have violated

and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3) of the Secudties

Act (15 U.S.C. j 77q(a)(3)).

COUNT IV

Violations of Section 10(b) of the Exchanze Act and Rule 10b-5(a)
(Against AII Defendants)

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

91. From approximately January 2020 until at least April 2024, the Defendants, directly

or indirectly, by use of the means and instnzmentalities of interstate commerce, or of the mails,

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

purchase or sale of securities.

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By reason of the foregoing, the Defendants, directly and indirectly, have violated

and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange

Act (15 U.S.C. j 78j(b)J and Rule 10b-5(a) E17 C.F.R. j 240.10b-5(a)q thereunder.

COUNT V

Violations of Section 10*) of the Exchanae Act and Rule 10b-5(b)
(Against AIl Defendants)

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

94. From approximately January 2020 until at least Aplil 2024, Defendants, directly or

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in

cozmection with the purchase or sale of securities, knowingly or recklessly made untrue statements

of matçrial facts or omitted to state material facts necessary in order to make the statements made,

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

95. By reason of the foregoing, Defendants, directly and indirectly, violated and unless

enjoined, are reasonably likely to conthme to violate, Section 10(b) of the Exchange Act (15 U.S.C.

j 78j(b)j and Rule 10b-5(b) (17 C.F.R. j 240.10b-5(b)J theretmder.

COUNT W

Violations of Section 10(b) of the Exchanee Act and Rule 10b-5(c)
(Against All Defendants)

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

97. From approximately January 2020 until at least April 2024, Defendants, directly or

indirectly, by use of the m eans and instrumentalities of interstate commerce, or of the mails, in

connection with the purchase or sale of securities, knowingly or recklessly engaged in acts,

practices and courses of business which have operated, are now operating, and will operate as a

fraud upon the purchasers of such securities.

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I
i
l

98. By reason of the foregoing; the Defendants, directly and ldirectly, violated and,

unless enjoined, are reasonably likely to continue to violater Section 10(b) of the Exchange Act

(15 U.S.C. j 78j(b)j and Rule 10b-5(c) E17 C.F.R. j 240.10b-5(c)q thereunder.

COUNT Vl1

Violations of Section 20(a) of the Exchanze Act- control Person Liabilitv
(Against Bingham and Joseph)

99. The Commission repeats and realleges Paragraphs 1 tllrough 80 of this Complaint.

100. From at least January 2020 through July 2024, Bingham was, directly or indirectly,

a control person of Defendant Wells for puposes of Section 20(a) of the Exchange Act (15 U.S.C.

j 78t(a)).

101. From at least January 2020 tkough October 2023 tand possibly later), Joseph was,

directly or indirectly, a control person of Defendant Wells for pumoses of Section 20(a) of the

Exchange Act E15 U.S.C. j 78t(a)q. '

102. From approximately January 2020 through April 2024, W ells violated Section

10(b) and Rule 10b-5 of the Exchange Act.

103. As control persons of Wells, Bingham and Joseph are jointly and severally liable

with and to the same extent as Wells for each of its respective violations of Section 10(b) and Rule

10b-5 of the Exchange Act.

104. By reason of the foregoing, Defendants Bingham and Joseph have violated and,

unless enjoined, are reasonably likely to continue to violate Sections 10(b) and 20(a), and Rule

10b-5 of the Exchange Act g15 U.S.C. j 78j(b) and j 78t(a), and 17 C.F.R. j 240.10b-51.

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COUNT VIII

Violations of Section 15(a)(1) of the Exchanee Act
(Against AlI Defendants)

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

106. From approximately January 2020 until at least M ay 2024, the Defendants, directly

pr indirectly, by use of the mails or any means or instrumentality of interstate comm erce, effected

transactions 1, or induced or attempted to induce the purchase or sale of securities, while they

were not registered with the Commission as a broker or dealer or when they were not associated

with an entity registered with the Commission as a broker-dealer.

107. By reason of the foregoing, Defendants violated and, llnless enjoined, are

reasonably likely to continue to violate Section 15(a)(1) of the Exchange Act (15 U.S.C.

j78o(a)(1)j.

COUNT IX

Uniust Enrichment
(Against Relief Defendants)

108. The Commission repeats and realleges Paragraphs 1 tllrough 80 of tltis Complaint.

109. The Relief Defendants obtained ùwestor ftmds as part, and in furtherance of, the

securities violations alleged above without a legitimate claim to those funds. Under those

circumstances, it is notjust, equitable, or considerable for the Relief Defendants to retain the ftmds.

The Relief Defendants were unjustly enriched.

VI. RELIEF REOUESTED

W HEREFORE, the Commission respectfully requests the Court find the Defendants

committed the violations alleged, and:

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A. Permanent Iniunction

Issue Pennanent Injunctions enjoining Wells, Binghnm and Joseph, and their officers,

agents, servants, employees, attorneys, and al1 persons in active concert or participation with them

and each of them, from violating Section 17(a) of the Securities Act (15 U.S.C. 5 77q(a)J; Section

10(b) of the Exchange Act and Exchange Act Rule 10b-5 (17 C.F.R. j 240.10b-5); and Section

15(a)(1) of the Exchange Act (15 U.S.C. j78o(a)(1)); and further enjoining Bingham and Joseph

9om violating Sectîon 20(a) of the Exchange Act (15 U.S.C. j 78t(a)).

B. Disaorzement and Preiudement Interest

lssue an order directing Defendants and Relief Defendants, and their officers, agents,

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

each of them, to disgorge al1 ill-gotten gains received within the applicable statute of limitations,

including prejudgment interest, resulting 9om the acts or courses of conduct alleged ill this

Complaint.

C. Asset Freeze and Sworn Accountinzs

lssue an order freezing the assets of the Defendants and Relief Defendants and requiring

Defendants to file swom  accountings with the Court.

D. Appointm ent of a Receiver

Appoint g receiver over the Defendant W ells and Relief Defendants.

E. Records Preservation

lssue an order requiring Defendants, including their officers, agents, servants, employees,

and attom eys, and Relief Defendants, including. their officers, agents, servants, employees, and

attom eys, and a1l persons in active concert or participation with Defendants and/or Relief

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Defendants, to preserve any records related to the subject matter of this lawsuit that are in their

possession, custody, or subject to their control.

F. Civil M onetarv Penalties

Issue an order directing Defendants to pay civil money penalties pursuant to Section 20(d)

of the Securities Act (15 U.S.C. j 77t(d)j and Section 21(d) of the Exchange Act g15 U.S.C. j

78u(d)q.

G. Officer and Director Bar Aeainst Bineham and Joseph

Issue an order pursuant to Section 20(e) of the Securities Act E15 U.S.C. j 77t(e)q and

Section 21(d)(2) of the Exchange Act (15 U.S.C. j 78u(d)(2)j, permanently prohibiting Bingham

and Joseph from acting as an officer or director of any issuer whose secudties are registered with

the Commission pursuant to Section 12 of the Exchange Act or which is required to file reports

with the Commission pursuant to Section 15(d) of the Exchange Act.

H . Further Relief

Grant such other and ftlrther relief as may be necessaly and appropriate.

1. Retention of Jurisdiction

Further, the Commission respectfully requests the Court retainjurisdiction over this action

and over Defendants in order to implement and carry out the terms of a11 orders that may hereby .

be entered, or to entertain any suitable application or motion by the Commission for additional

relief within the jurisdiction of this Court.

VII. DEM AND FOR JURY TRIAL

The Commission hereby demands a tlial by jury on any and a11 issues in this action so

triable.

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Dated: August 12, 2024 Respectfully submitted:

Y *J 9

YX1 * *
Brian Lechich, Esq.
Flolida Bar No. 84419
Trial Counsel
Email: Lechicv @sec.gov
Phone: (305) 416-6257
f ead Attorney

and

Hughens Dolisca, Esq.
Florida Bar No. 99744
Senior Counsel
Email: [email protected]
Phone: (305) 982-6344

ATTORNEYS FOR PLAINTW F
SECURITIES AND EXCHANGE
COM O SSION
801 Brickell Avenue, Suite 1950
M  ia ,mi F L 3 3 1 3 1
Telephone: (305) 982-6300
Facsimile: (305) 536-4154

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