SEC v. LINDA WOOLF; DAVID GENGLER; HANDS ON CAPITAL, INC.; and LASHAICO, INC., Eastern District of Virginia (Mar. 11, 2008) — Complaint

UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF VIRGINIA 
ALEXANDRLA DIVISION 
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100 F Street, N.E. 
Washington, DC 20549, 
Plaintiff, 
v. 
Civ. Action No. 
( a 
G~L-~'P
LINDA WOOLF, DAVID GENGLER, 
HANDS ON CAPITAL, INC., and 
LASHAICO, INC., 
Defendants. 
COMPLAINT
AND DEMAND FOR JURY TRIAL 
Plaintiff Securities and Exchange Commission ("SEC" or "Commission") alleges: 
SUMMARY 
1. This case involves a fraudulent scheme engaged in by defendants Linda 
Woolf and David Gengler (collectively, the "defendants"). Woolf and Gengler appeared 
in television infomercials and made presentations at workshops that took place in hotels 
throughout the United States entitled "Teach Me to Trade" 
("TMTTyy).The two used lies 
and misrepresentations to dupe unsuspecting, often inexperienced investors, including 
many seniors, into believing that they would make extraordinary profits trading securities 
if they purchased expensive TMTT packages consisting of personal mentoring, software 
and classes, and followed TMTT securities trading strategies. 
In furtherance of their 
fraudulent scheme, Woolf and Gengler also urged investors to engage in securities 
transactions and opined as to the advisability of securities transactions. 

2. 
At the TMTT workshops, Woolf and Gengler told audiences of often 
inexperienced investors that they themselves had purchased mentoring, classes and 
software to learn to trade, and quickly profited by trading securities using TMTT's 
trading strategies. 
3. 
In fact, Woolf and Gengler's tales of trading success were not true. They are 
not successful securities traders. They did not make millions by trading securities, but by 
selling TMTT packages. Woolf and Gengler's statements convinced unsuspecting 
investors that they too would make money in the stock market if they purchased 
TMTT 
packages and used the types of trading strategies advocated by Woolf and Gengler, 
including options trading and short-term swing trading. As a result of Woolf and 
Gengler's misrepresentations, investors purchased and sold securities. 
4. 
The Commission requests that this Court permanently enjoin the defendants 
from violating federal securities laws and rules pursuant to Section 21(d)(l) of the 
Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. $78u(d)(l)]; order 
disgorgement of all ill-gotten gains, with prejudgment interest thereon; and impose civil 
penalties pursuant to Exchange Act Section 21 (d)(3) [15 U.S.C. $78u(d)(3)]. 
JURISDICTION AND VENUE 
5. 
This Court has jurisdiction over this action pursuant to Sections 21 (d), 21 (e), 
and 27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), and 78aa1, to permanently 
enjoin the defendants fi-om engaging in the acts, practices, and courses of business 
alleged herein, and to order other relief. 
6. 
The defendants, directly or indirectly, have made use of the means and 
instrumentalities of interstate commerce, or of the mails, or of the facilities of a national 

securities exchange in connection with the acts, practices, and courses of business alleged 
herein, certain of which occurred within the Eastern District of Virginia. Venue is proper 
in this district pursuant to Section 27 of the Exchange Act 115 U.S.C. §78aa]. 
DEFENDANTS 
7. David Gengler, age 33, is.a resident of Utah. Gengler began selling TMTT 
packages to investors at TMTT workshops in December 2002, and continued doing so 
until early 2007. He was paid approximately $2.25 million for selling TMTT packages 
fiom 2003 to approximately November 2006. Gengler was previously a registered 
securities broker, having obtained his Series 7 license in 1998. He held that license until 
approximately October 2003. 
8. Linda Woolf, age 48, is a resident of Utah. Woolf made approximately 
$4 
million for selling TMTT packages from 2003 to November 2006. In November 2006 
Woolf stopped selling TMTT packages. 
9. Lashaico, Inc. ("Lashaico"), a Utah corporation, is Gengler's alter ego. 
Gengler is Lashaico's president. Gengler's appearances at TMTT workshops were 
pursuant to an "independent contractor" arrangement between Lashaico and entities 
affiliated with TMTT. Monies (primarily commissions) from Whitney Information 
Network, Inc. ("Whitney9')--the owner of TMTT-were Lashaico's primary income. 
References in this Complaint to Gengler's activity in connection with TMTT workshops 
include Lashaico. 
10. Hands 
On Capital, Inc. ("Hands On Capital"), a Utah corporation, is 
Woolfs alter ego. Woolf is president of Hands On Capital, and she and her husband are 
the company's directors. Woolf s commissions fiom the sale of TMTT packages were 
. -

paid to Hands On Capital through an "independent contractor" agreement between Hands 
On Capital and entities affiliated with TMTT. References in this Complaint to Woolf's 
activity in connection with 
TMTT workshops include Hands On Capital. 
RELATED ENTITY 
11. Whitney Information Network, Inc. ("Whitney"), based in Cape Coral, 
Florida, is a publicly-traded company that represents in its public filings that it offers 
"postsecondary educational and training courses." At all times relevant to this 
Complaint, its common stock was registered under Section 12(g) of the Exchange Act 
and traded on the Nasdaq's Over-the-counter Electronic Bulletin Board. Whitney's 
reported revenues for the fiscal year ended December 
31,2006, were $224.7 million. 
12. Whitney's initial business was staging workshops on real estate investing, 
which are advertised on late-night television. 
In 2002 Whitney expanded by purchasing 
TMTT, and began to put on similar workshops concerning securities trading. For the 
fiscal'year ended December 
3 1,2006, Whitney received $1 12.6 million in cash fiom 
sales of its securities workshops-a 47.2% increase over the $76.5 million it received in 
FACTUAL ALLEGATIONS 

Initial Advertising; to Induce Attendance at "Investor's Workshops" 

13. During times relevant to this Complaint, TMTT advertisements appeared in 
print ads, direct mailings, and thirty-minute television infomercials. The infomercials 
and advertising enticed people to attend 
an upcoming free "investor's workshop," 
typically at a hotel in their area. Some of the fiee "investor's workshops" took place in 
the Eastern District of Virginia. 
. . 

14. At the fi-ee workshops--which typically took place twice daily in hotels in 
several different cities throughout the United States-speakers for the company sold an 
upcoming three-day workshop allegedly taught by expert traders. 
15. Woolf and Gengler appeared in TMTT advertising and/or promotional 
material. Some of this advertising and promotional material was aired or otherwise made 
available to residents 
in the Eastern District of Virginia. 
16. In a TMTT infomercial, Woolf told how she used to be an elementary school 
teacher and knew nothing about stocks before attending the free workshop. She told 
investors that, within weeks, she replaced her entire income, and now in twenty to thirty 
minutes a day made more money than she made in any of her prior careers. Woolf added 
that she "had no idea it was that easy to learn how to make money in the stock market." 
She made a specific pitch to retirees, claiming she could show them how to make 
monthly income in the stock market. Some of these claims were also included in 
Whitney mailings and on its website. Woolf knew or was reckless in not knowing that 
many of the representations she made in TMTT advertising were false and misleading. 
17. Gengler also appeared on TMTT infomercials portraying himself as a 
successful securities trader. 
In one infomercial Gengler emphasized that the TMTT 
system is designed for people who know nothing about the stock market. During the 
infomercial Gengler described how, as a young father deep in debt, he contacted TMTT 
six years earlier. 
In the same infomercial, Gengler went on to describe his life trading at 
home day-to-day, including how he is done by 
9 am and can spend the rest of the day 
with his wife and children. He claimed "If you can simply follow steps and follow our 
principles you'll make money. It's that simple." Gengler displayed photos of the large, 
. . 

expensive "dream home" he had just finished building, thanks to Teach Me to Trade. 
Gengler knew or was reckless in not knowing that many of the representations he made 
in TMTT advertising were false and misleading. 
Three-Day Workshops Conducted By Woolf And Gengler 
18. The three-day TMTT workshops sold to investors as a course taught by 
expert traders were often conducted by Woolf and Gengler. Woolf and Gengler were not 
expert securities traders, but salespeople for TMTT. Some of these workshops took place 
in the Eastern District of Virginia. 
19. From at least 2003 through at least 2006, Woolf and Gengler made their 
sales pitch at three-day TMTT workshops to thousands of people in dozens of cities 
around the United States. For example, fi-om September 2005 to September 2006, Woolf 
spoke at 27 three-day TMTT workshops. More than 4,400 investors registered for the 
workshops, and hundreds of investors purchased TMTT packages. Many investors 
traded securities utilizing TMTT strategies advocated by Woolf and Gengler after 
attending the three-day workshop. 
Woolf and Gengler's False and Misleading Workshop Presentations 
20. At the three-day TMTT workshops, some of which were videotaped, Woolf 
and Gengler sold packages of TMTT courses, software, "mentoring" 
and "coaching", for 
prices ranging fi-om approximately 
$11,000 to $40,000. When describing the mentoring 
offered by TMTT, Woolf and Gengler explained that a personal mentor would sit with 
investors and show them how to trade. To facilitate communication with the mentor, 
Woolf and Gengler urged investors to familiarize themselves with the TMTT software- 

which they alleged would assist investors in finding securities to trade-and take at least 
two classes before attending the mentoring sessions. 
21. Woolf and Gengler were aware that some who attended the three-day TMTT 
workshops were inexperienced investors. Many attendees had never before traded 
securities. Other attendees had not done the types of trading Woolf and Gengler 
advocated, such as options trading. 
22. During the workshops, Woolf and Gengler expanded on their false claims 
about their backgrounds and their claimed success as professional securities traders. 
They did so in an effort to convince the investors who attended the workshops that they 
too could achieve extraordinary profits by trading securities if they purchased the 
expensive TMTT packages and followed TMTT's trading strategies. 
23. Woolf and Gengler told workshop attendees they themselves had gone into 
debt to pay tens of thousands of dollars for personal mentoring, classes and software. 
Woolf told attendees that she used four credit cards to pay $40,000 for personal 
mentoring, classes and software. Gengler claimed that he "maxed out every credit card" 
to spend $50,000 for his "education", and had to borrow money to fund a trading account. 
Woolf and Gengler knew or were reckless 
in not knowing that these claims were false. 
fl 
24. Woolf and Gengler urged investors to also go into debt by charging TMTT 
packages on credit cards, encouraging them to call their credit card companies and 
request to increase their credit limits. The defendants even provided a script for investors 
to use when speaking to their credit card companies. They told investors that they had 
quickly made profits trading securities using the TMTT strategies, which allowed them to 
pay off the charges on their credit card bills they incurred to purchase the TMTT 
. . 

packages. Woolf and Gengler knew or were reckless in not knowing that these claims 
were false. 
25. 
In videotaped presentations, Woolf and Gengl'er told investors about the 
wealth they allegedly obtained by trading securities using the TMTT strategies. Among 
other things, Woolf claimed that she cleared 
$100,000 during her first year of trading 
using TMTT. She also claimed that she now makes her living in the market, profiting 
every month using "regular, consistent" strategies. Woolf told the audience that she 
wanted them to have a "hll-time life" by trading just 
a few minutes a day, and walked 
them through the 20-30 minutes of daily tasks she allegedly performs to make her living 
in the securities market. 
26. Among other things, Gengler claimed that he borrowed $4,000 to begin 
trading, and within three months was able to pay back the $50,000 he had spent on his 
"education." He claimed that he made $100,000 trading securities his first year after that, 
primarily by making short-term swing trades (buying and selling the same securities 
within two to five days-a strategy he discussed in his TMTT workshops). He also 
claimed that he doubled that the next year, doubled it again the next year, and nearly 
doubled it the following year-implying he made nearly $800,000 in one year-before 
he was recruited by TMTT to teach people how to profit by trading securities using the 
TMTT strategies. 
27. Gengler also claimed that because of his trading prowess, people seek him 
out and ask him to direct trading in their securities brokerage accounts, and that he 
sometimes does so for a twenty percent split of the profits. Gengler falsely claimed.to 
have made more than a million dollars trading securities for other people. 
.. . 

28. 
Woolf and Gengler made assurances as to the success of the TMTT system 
and convinced investors they would make extraordinary profits trading securities if they 
"follow[ed] the recipe" or "follow[ed] our steps." Woolf told investors that she "would 
give [them] recipes.. .and what you need to do is follow those step-by-step-by-step." 
Woolf claimed that 
an investor's purchase of personal mentoring was part of a "proven 
recipe that works." Gengler claimed that "if you can simply follow our steps and follow 
our principles you'll make money, it's that simple," and also emphasized the importance 
of personal mentoring to profitable securities trading. 
29. 
Gengler claimed that because of constant improvements made by TMTT, 
investors would achieve the same "dramatic" success, but much more quickly than he 
had. He went on to tell investors that if they were to "follow the rules" provided by 
TMTT, on average they would make 
$100,000 in the coming year. Woolf told investors 
that every TMTT class they bought would make them more money than it cost. 
30. 
As a further sales pitch for TMTT's packages and their short-term trading 
strategies, Woolf claimed that investors utilizing TMTT's strategies could be "extremely 
accurate" at predicting short-term stock market movements. Woolf explained that the 
stock market follows "dependable, repeatable, predictable patterns." She further assured 
investors that stock charts "literally will tell you exactly what's going to happen." 
Gengler, for his part, told investors that, using TMTT trading strategies, they could profit 
consistently by investing 
in covered call options. He described such investments as 
"ridiculously conservative," and claimed they would result in annual profits exceeding 

3 1. Woolf urged investors to spend their money available for investing to buy 
TMTT packages instead of investing it in the stock market, claiming they would 
ultimately make more money trading securities by first purchasing TMTT packages. 
32. After hearing Woolf and Gengler's sales presentations at the three-day 
TMTT workshops, investors purchased the expensive TMTT packages, including 
personal mentoring, and embarked on securities trading as advised by Woolf and 
Gengler. Many of these investors were retirees, and some went into debt to purchase the 
packages. 
33. Neither Woolf nor Gengler disclosed that they were achally paid 
commissions for selling TMTT packages. They typically received 10% or 15% of sales 
at the workshops. From 2003 through 2006, Gengler made approximately $2.25 million 
by selling TMTT packages and Woolf made approximately $4 million by selling TMTT 
packages. 
34. Woolf and Gengler knowingly or recklessly made other material 
misrepresentations or omissions in their workshops regarding, among other things, their 
trading, their background, and the success of other TMTT students. 
The Truth About Woolf and Gengler's 

Backgrounds and Trading Performance 

35. Despite their claims, neither Woolf nor Gengler purchased TMTT packages 
or used TMTT strategies to become successful professional securities traders. 
36. Woolf and Gengler knew, or were reckless in not knowing, that their 
representations regarding their profitable securities trading-an integral part of their sales 
presentations to potential investors-were not true. Neither Woolf nor Gengler made 

anywhere near the profits they claimed to have made by trading securities. Woolf has 
never declared a securities trading profit on her federal income tax returns; during the 
period Gengler claims to have been a successfbl professional trader using the option and 
short-term trading strategies, he declared more short-term capital losses than short-term 
capital gains. His tax returns have typically reflected no short-term capital gains. 
37. 
In addition to regaling students with fabricated stories of their own 
successful securities trading, both Woolf and Gengler made false claims about the 
success rate of former TMTT students. Woolf and Gengler falsely told investors that 
96.5% of investors who purchased the "platinum" TMTT package (consisting of personal 
mentoring, four courses, and software) made enough money trading to pay for the TMTT 
package they purchased as well as make a profit, during the first year. Woolf and 
Gengler knew, or were reckless in not knowing, that there was no basis for this claim. 
Woolf and Gengler also knew, or were reckless in not knowing, that there was no basis 
for assurances of success if one purchased TMTT packages. 
Gengler and Woolf Advised Investors Who Attended TMTT Workshops 
to Trade Securities 
38. As part of instructions they dubbed the "Success Plan", both Woolf and 
Gengler explicitly advised investors who attended three-day 
TMTT workshops to trade 
securities. 
39. Both defendants advised investors to open brokerage accounts and to 
actually trade with real money within two weeks after attending the three-day TMTT 
workshop. Woolf specifically directed investors to start trading securities the second 
week after the workshop, and admonished them that she had a "major problem" with 
them going slower than that,-explaining that "this is the minimum you can do to maintain 

what we've learned here. You can go faster than this, but you cannot go slower. So 
you're going to do one real trade a week." 
40. 
Gengler also urged investors to trade securities the second week after 
attending the three-day TMTT workshop. He also claimed that attendance at his 
workshop would effect the investors' future securities trading, because he claimed they 
were done losing money. 
41. Both speakers also specifically instructed investors to increase the size of 
their securities trades in the weeks following the three-day TMTT workshop as part of the 
"Success Plan." 
42. During some of the TMTT workshops, Woolf and Gengler also discussed 
specific securities and whether or not they would be advisable trades. 
43. 
Woolf and Gengler claimed that purchasers of TMTT packages would 
engage in actual securities trading while in a TMTT class called the "Trading Room." 
Woolf and Gengler claimed that in the Trading Room class investors would trade stocks 
for three days with the assistance of instructors who would help them find appropriate 
stocks to purchase andfor sell. Woolf claimed that investors made thousands of dollars 
trading in the Trading Room class. 
44. Woolf and Gengler aIso encouraged investors to conduct securities 
transactions in their existing securities portfolios. During workshops, Woolf and Gengler 
invited investors to bring 
in their securities portfolios. Woolf and Gengler personally 
reviewed the portfolios, and advised investors to sell their existing securities and 
purchase TMTT packages so they could start purchasing and selling securities using 
TMTT trading strategies. 
.. . 

45. Gengler told attendees that they needed to go home and place stop loss 
orders--orders for securities transactions--on all the securities they currently owned. 
Gengler also encouraged investors to borrow against their existing accounts, including 
401
(k) accounts, to obtain money to fund a brokerage account that would enable them to 
trade options, sell short, and utilize the other short-term trading strategies he claimed to 
practice. 
46. After hearing Woolf and Gengler, investors bought andlor sold securities in 
their existing portfolios. For example, after attending a Woolf TMTT workshop, an 
investor sold more than $20,000 in mutual funds (realizing a capital loss) so he would 
have money to trade with his TMTT mentor. 
The TMTT Mentor Program 
47. During their presentations to investors, Woolf and Gengler stressed the 
importance of having a mentor and strongly encouraged workshop attendees to buy 
packages that included mentoring. 
48. The defendants told investors that the mentors would trade with them. 
Woolf described the mentor as "somebody that you can sit with that will sit there in the 
passenger seat with you side-by-side, hip-by-hip and show you exactly how to trade." 
Woolf also claimed that the goal of the mentor was to trade with the investors and make 
back the money they spent on TMTT packages. 
49. Gengler described the mentoring program as "exceptionally unique and 
exceptionally effective" and credited it 
with his success. He compared the mentorship to 
a medical internship, saying, 
You watch them, then they hand you the scalpel, and you do trade after trade after 
-trade after trade. You cannot be done with your mentor until you've done a 

handful of trades. We won't let it happen. If you haven't done real trades, you 
are not through with that program. Force you to do some trades. Once you've 
gotten through that process, as you're starting-"wait, wait, wait, don't do that 
one, cut that one. Don't buy that stock, do that one." 
50. Both defendants claimed that the mentors were successful traders. Woolf 
represented that the mentors are "highly scrutinized and highly monitored" and that the 
company requires mentors to 
turn in their brokerage statements to ensure that they are 
successful traders making their living in the market. This was false. 
51. 
Woolf and Gengler falsely claimed that they themselves had paid for 
mentoring services. 
52. 
After hearing Woolf and Gengler's sales pitch, investors discussed specific 
trades during their mentoring sessions and traded securities with TMTT mentors. 
Woolf and Gengler's Broker-Dealer Recommendations and Suggestions for 

Opening: Brokerage Accounts 

53. 
Woolf and Gengler also discussed some specific broker-dealers with TMTT 
workshop attendees. and explained how to open a brokerage account. 
54. Woolf explained how to fill out the account opening forms, telling students to 
specify on the forms that their investment objective was to speculate and that they wanted 
to trade on margin. Woolf warned investors that, if they failed to mark "speculation" and 
admitted that they had 
no experience trading securities, the broker-dealer wouldn't let 
them engage in the types of trading TMTT advocates. She urged investors to "tell them 
what they want to hear." 
Investors Traded as a Result of Woolf and Gender's Representations 
.55. Woolf and Gengler's fraudulent representations induced investors to 
purchase and sell securities using the trading strategies advocated by TMTT, which often 
.-

were distinctly different from the trading strategies they had previously used. Many 
investors around the country lost money trading securities as a result of Woolf and 
Gengler's inducements to purchase TMTT packages and trade securities. Some of these 
investors were in the Eastern District of Virginia. 
56. At one broker-dealer that Woolf and Gengler recommended to attendees of 
the three-day TMTT workshops, investors opened more than 6,600 new accounts based 
on referrals they had obtained from TMTT, from another Whitney brand putting on 
similar investor seminars, or from Edutrades, the Whitney subsidiary encompassing both 
brands. Of these more than 6,600 new accounts, more than 3,000 traded securities. 
Likewise, many investors who opened accounts at  another broker-dealer after being 
referred by TMTT actually traded securities. 
57. Neither Woolf nor Gengler corrected their misrepresentations to investors at 
any time. Investors believed that Woolf and Gengler's false claims about their trading 
history and TMTT7s effectiveness were true at the time they traded securities. 
CLAIM 
Woolf, Gengler, Hands On Capital and Lashaico Violated Exchange Act 
Section 
lo@) and Exchange Act Rule lob-5 
58. The Commission re-alleges and incorporates paragraphs 1through 57 as if 
fully set forth herein. 
59. Woolf and Hands On Capital, from approximately December 2002 through 
approximately November 2006, and Gengler and Lashaico, from approximately 
December 2002 through approximately January 2007, by use of the means or 
instrumentalities of interstate commerce or the mails, in connection with the purchase or 
sale 
of securities, directly or-indirectly: (a) employed devices, schemes, or artifices to 

defraud; (b) made untrue statements of material fact or omitted to state material facts 
necessary in order to make the statements made, in light of the circumstances under 
which they were made, not misleading andfor (c) engaged in acts, practices or courses of 
business which operated or would operate as a fraud or deceit upon persons. 
60. By reason of their actions alleged herein, Woolf, Gengler, Hands On Capital 
and Lashaico each violated Exchange Act Section 10(b) and Rule lob-5 thereunder [15 
U.S.C. §78j(b); 17 C.F.R. §240.10b-51. 
RELIEF REQUESTED 
WHEREFORE, the Commission respecthlly requests that this Court: 
I. 
Enter a final judgment in favor of the Commission fmding that Woolf, Gengler, 
Hands On Capital and Lashaico each violated the federal securities laws and rules 
promulgated thereunder as alleged herein. 
n. 
Permanently enjoin Woolf, Gengler, Hands On Capital and Lashaico from 
violating Exchange Act Section 10(b) and Rule lob-5 thereunder [I 5 U.S.C. 
8 78j(b); 17 
C.F.R. 5240.1 0b-51. 
nI. 
Order Woolf, Gengler, Hands On Capital and Lashaico to disgorge all ill-gotten 
gains in connection with the actions alleged herein, and to pay prejudgment interest 
thereon. 

Order Woolf, Gengler, Hands On Capital and Lashaico to pay civil money 
penalties pursuant to Exchange Act Section 
21 (d)(3) [15 U.S.C. §78u(d)(3)]. 
Grant such other relief as this Court may deem just and proper. 
Dated: March 11,2008 
Respectfully submitted, 
:qI(,dI@&c!w9 
Erica Y. ~illdms(Virginia Bar No. 43303) 
Fredric D. Firestone 
Gerald W. Hodgkins 
Daniel H. Rubenstein 
Jennifer S 
.Byrne 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
100 F Street, N.E. 
Washington, D.C. 20549 
(202) 
551-4450 

UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF VIRGINIA 

ALEXANDRLA DIVISION ,*
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SECURITIES AND .-. , : . \ , "
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100 F Street, N.E. 
Washington, DC 20549, 

Plaintiff, 

v. Civ. Action No. ( a 
G ~ L - ~ ' P

LINDA WOOLF, DAVID GENGLER, 
HANDS ON CAPITAL, INC., and 
LASHAICO, INC., 

Defendants. 

COMPLAINTAND DEMAND FOR JURY TRIAL 

Plaintiff Securities and Exchange Commission ("SEC" or "Commission") alleges: 

SUMMARY 

1. This case involves a fraudulent scheme engaged in by defendants Linda 

Woolf and David Gengler (collectively, the "defendants"). Woolf and Gengler appeared 

in television infomercials and made presentations at workshops that took place in hotels 

throughout the United States entitled "Teach Me to Trade" ("TMTTyy).The two used lies 

and misrepresentations to dupe unsuspecting, often inexperienced investors, including 

many seniors, into believing that they would make extraordinary profits trading securities 

if they purchased expensive TMTT packages consisting of personal mentoring, software 

and classes, and followed TMTT securities trading strategies. In furtherance of their 

fraudulent scheme, Woolf and Gengler also urged investors to engage in securities 

transactions and opined as to the advisability of securities transactions. 



2. At the TMTT workshops, Woolf and Gengler told audiences of often 

inexperienced investors that they themselves had purchased mentoring, classes and 

software to learn to trade, and quickly profited by trading securities using TMTT's 

trading strategies. 

3. In fact, Woolf and Gengler's tales of trading success were not true. They are 

not successful securities traders. They did not make millions by trading securities, but by 

selling TMTT packages. Woolf and Gengler's statements convinced unsuspecting 

investors that they too would make money in the stock market if they purchased TMTT 

packages and used the types of trading strategies advocated by Woolf and Gengler, 

including options trading and short-term swing trading. As a result of Woolf and 

Gengler's misrepresentations, investors purchased and sold securities. 

4. The Commission requests that this Court permanently enjoin the defendants 

from violating federal securities laws and rules pursuant to Section 21(d)(l) of the 

Securities Exchange Act of 1934 ("Exchange Act") [15 U.S.C. $78u(d)(l)]; order 

disgorgement of all ill-gotten gains, with prejudgment interest thereon; and impose civil 

penalties pursuant to Exchange Act Section 21 (d)(3) [15 U.S.C. $78u(d)(3)]. 

JURISDICTION AND VENUE 

5. This Court has jurisdiction over this action pursuant to Sections 21 (d), 21 (e), 

and 27 of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), and 78aa1, to permanently 

enjoin the defendants fi-om engaging in the acts, practices, and courses of business 

alleged herein, and to order other relief. 

6. The defendants, directly or indirectly, have made use of the means and 

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



securities exchange in connection with the acts, practices, and courses of business alleged 

herein, certain of which occurred within the Eastern District of Virginia. Venue is proper 

in this district pursuant to Section 27 of the Exchange Act 115 U.S.C. §78aa]. 

DEFENDANTS 

7. David Gengler, age 33, is.a resident of Utah. Gengler began selling TMTT 

packages to investors at TMTT workshops in December 2002, and continued doing so 

until early 2007. He was paid approximately $2.25 million for selling TMTT packages 

fiom 2003 to approximately November 2006. Gengler was previously a registered 

securities broker, having obtained his Series 7 license in 1998. He held that license until 

approximately October 2003. 

8. Linda Woolf, age 48, is a resident of Utah. Woolf made approximately $4 

million for selling TMTT packages from 2003 to November 2006. In November 2006 

Woolf stopped selling TMTT packages. 

9. Lashaico, Inc. ("Lashaico"), a Utah corporation, is Gengler's alter ego. 

Gengler is Lashaico's president. Gengler's appearances at TMTT workshops were 

pursuant to an "independent contractor" arrangement between Lashaico and entities 

affiliated with TMTT. Monies (primarily commissions) from Whitney Information 

Network, Inc. ("Whitney9')--the owner of TMTT-were Lashaico's primary income. 

References in this Complaint to Gengler's activity in connection with TMTT workshops 

include Lashaico. 

10. Hands On Capital, Inc. ("Hands On Capital"), a Utah corporation, is 

Woolfs alter ego. Woolf is president of Hands On Capital, and she and her husband are 

the company's directors. Woolf s commissions fiom the sale of TMTT packages were 
. -



paid to Hands On Capital through an "independent contractor" agreement between Hands 

On Capital and entities affiliated with TMTT. References in this Complaint to Woolf's 

activity in connection with TMTT workshops include Hands On Capital. 

RELATED ENTITY 

11. Whitney Information Network, Inc. ("Whitney"), based in Cape Coral, 

Florida, is a publicly-traded company that represents in its public filings that it offers 

"postsecondary educational and training courses." At all times relevant to this 

Complaint, its common stock was registered under Section 12(g) of the Exchange Act 

and traded on the Nasdaq's Over-the-counter Electronic Bulletin Board. Whitney's 

reported revenues for the fiscal year ended December 31,2006, were $224.7 million. 

12. Whitney's initial business was staging workshops on real estate investing, 

which are advertised on late-night television. In 2002 Whitney expanded by purchasing 

TMTT, and began to put on similar workshops concerning securities trading. For the 

fiscal'year ended December 3 1,2006, Whitney received $1 12.6 million in cash fiom 

sales of its securities workshops-a 47.2% increase over the $76.5 million it received in 

FACTUAL ALLEGATIONS 


Initial Advertising; to Induce Attendance at "Investor's Workshops" 


13. During times relevant to this Complaint, TMTT advertisements appeared in 

print ads, direct mailings, and thirty-minute television infomercials. The infomercials 

and advertising enticed people to attend an upcoming free "investor's workshop," 

typically at a hotel in their area. Some of the fiee "investor's workshops" took place in 

the Eastern District of Virginia. 
. . 



14. At the fi-ee workshops--which typically took place twice daily in hotels in 

several different cities throughout the United States-speakers for the company sold an 

upcoming three-day workshop allegedly taught by expert traders. 

15. Woolf and Gengler appeared in TMTT advertising and/or promotional 

material. Some of this advertising and promotional material was aired or otherwise made 

available to residents in the Eastern District of Virginia. 

16. In a TMTT infomercial, Woolf told how she used to be an elementary school 

teacher and knew nothing about stocks before attending the free workshop. She told 

investors that, within weeks, she replaced her entire income, and now in twenty to thirty 

minutes a day made more money than she made in any of her prior careers. Woolf added 

that she "had no idea it was that easy to learn how to make money in the stock market." 

She made a specific pitch to retirees, claiming she could show them how to make 

monthly income in the stock market. Some of these claims were also included in 

Whitney mailings and on its website. Woolf knew or was reckless in not knowing that 

many of the representations she made in TMTT advertising were false and misleading. 

17. Gengler also appeared on TMTT infomercials portraying himself as a 

successful securities trader. In one infomercial Gengler emphasized that the TMTT 

system is designed for people who know nothing about the stock market. During the 

infomercial Gengler described how, as a young father deep in debt, he contacted TMTT 

six years earlier. In the same infomercial, Gengler went on to describe his life trading at 

home day-to-day, including how he is done by 9 am and can spend the rest of the day 

with his wife and children. He claimed "If you can simply follow steps and follow our 

principles you'll make money. It's that simple." Gengler displayed photos of the large, 
. . 



expensive "dream home" he had just finished building, thanks to Teach Me to Trade. 

Gengler knew or was reckless in not knowing that many of the representations he made 

in TMTT advertising were false and misleading. 

Three-Day Workshops Conducted By Woolf And Gengler 

18. The three-day TMTT workshops sold to investors as a course taught by 

expert traders were often conducted by Woolf and Gengler. Woolf and Gengler were not 

expert securities traders, but salespeople for TMTT. Some of these workshops took place 

in the Eastern District of Virginia. 

19. From at least 2003 through at least 2006, Woolf and Gengler made their 

sales pitch at three-day TMTT workshops to thousands of people in dozens of cities 

around the United States. For example, fi-om September 2005 to September 2006, Woolf 

spoke at 27 three-day TMTT workshops. More than 4,400 investors registered for the 

workshops, and hundreds of investors purchased TMTT packages. Many investors 

traded securities utilizing TMTT strategies advocated by Woolf and Gengler after 

attending the three-day workshop. 

Woolf and Gengler's False and Misleading Workshop Presentations 

20. At the three-day TMTT workshops, some of which were videotaped, Woolf 

and Gengler sold packages of TMTT courses, software, "mentoring" and "coaching", for 

prices ranging fi-om approximately $11,000 to $40,000. When describing the mentoring 

offered by TMTT, Woolf and Gengler explained that a personal mentor would sit with 

investors and show them how to trade. To facilitate communication with the mentor, 

Woolf and Gengler urged investors to familiarize themselves with the TMTT software- 



which they alleged would assist investors in finding securities to trade-and take at least 

two classes before attending the mentoring sessions. 

21. Woolf and Gengler were aware that some who attended the three-day TMTT 

workshops were inexperienced investors. Many attendees had never before traded 

securities. Other attendees had not done the types of trading Woolf and Gengler 

advocated, such as options trading. 

22. During the workshops, Woolf and Gengler expanded on their false claims 

about their backgrounds and their claimed success as professional securities traders. 

They did so in an effort to convince the investors who attended the workshops that they 

too could achieve extraordinary profits by trading securities if they purchased the 

expensive TMTT packages and followed TMTT's trading strategies. 

23. Woolf and Gengler told workshop attendees they themselves had gone into 

debt to pay tens of thousands of dollars for personal mentoring, classes and software. 

Woolf told attendees that she used four credit cards to pay $40,000 for personal 

mentoring, classes and software. Gengler claimed that he "maxed out every credit card" 

to spend $50,000 for his "education", and had to borrow money to fund a trading account. 

Woolf and Gengler knew or were reckless in not knowing that these claims were false. 
fl 

24. Woolf and Gengler urged investors to also go into debt by charging TMTT 

packages on credit cards, encouraging them to call their credit card companies and 

request to increase their credit limits. The defendants even provided a script for investors 

to use when speaking to their credit card companies. They told investors that they had 

quickly made profits trading securities using the TMTT strategies, which allowed them to 

pay off the charges on their credit card bills they incurred to purchase the TMTT 
. . 



packages. Woolf and Gengler knew or were reckless in not knowing that these claims 

were false. 

25. In videotaped presentations, Woolf and Gengl'er told investors about the 

wealth they allegedly obtained by trading securities using the TMTT strategies. Among 

other things, Woolf claimed that she cleared $100,000 during her first year of trading 

using TMTT. She also claimed that she now makes her living in the market, profiting 

every month using "regular, consistent" strategies. Woolf told the audience that she 

wanted them to have a "hll-time life" by trading just a few minutes a day, and walked 

them through the 20-30 minutes of daily tasks she allegedly performs to make her living 

in the securities market. 

26. Among other things, Gengler claimed that he borrowed $4,000 to begin 

trading, and within three months was able to pay back the $50,000 he had spent on his 

"education." He claimed that he made $100,000 trading securities his first year after that, 

primarily by making short-term swing trades (buying and selling the same securities 

within two to five days-a strategy he discussed in his TMTT workshops). He also 

claimed that he doubled that the next year, doubled it again the next year, and nearly 

doubled it the following year-implying he made nearly $800,000 in one year-before 

he was recruited by TMTT to teach people how to profit by trading securities using the 

TMTT strategies. 

27. Gengler also claimed that because of his trading prowess, people seek him 

out and ask him to direct trading in their securities brokerage accounts, and that he 

sometimes does so for a twenty percent split of the profits. Gengler falsely claimed.to 

have made more than a million dollars trading securities for other people. 
.. . 



28. Woolf and Gengler made assurances as to the success of the TMTT system 

and convinced investors they would make extraordinary profits trading securities if they 

"follow[ed] the recipe" or "follow[ed] our steps." Woolf told investors that she "would 

give [them] recipes.. .and what you need to do is follow those step-by-step-by-step." 

Woolf claimed that an investor's purchase of personal mentoring was part of a "proven 

recipe that works." Gengler claimed that "if you can simply follow our steps and follow 

our principles you'll make money, it's that simple," and also emphasized the importance 

of personal mentoring to profitable securities trading. 

29. Gengler claimed that because of constant improvements made by TMTT, 

investors would achieve the same "dramatic" success, but much more quickly than he 

had. He went on to tell investors that if they were to "follow the rules" provided by 

TMTT, on average they would make $100,000 in the coming year. Woolf told investors 

that every TMTT class they bought would make them more money than it cost. 

30. As a further sales pitch for TMTT's packages and their short-term trading 

strategies, Woolf claimed that investors utilizing TMTT's strategies could be "extremely 

accurate" at predicting short-term stock market movements. Woolf explained that the 

stock market follows "dependable, repeatable, predictable patterns." She further assured 

investors that stock charts "literally will tell you exactly what's going to happen." 

Gengler, for his part, told investors that, using TMTT trading strategies, they could profit 

consistently by investing in covered call options. He described such investments as 

"ridiculously conservative," and claimed they would result in annual profits exceeding 



3 1. Woolf urged investors to spend their money available for investing to buy 

TMTT packages instead of investing it in the stock market, claiming they would 

ultimately make more money trading securities by first purchasing TMTT packages. 

32. After hearing Woolf and Gengler's sales presentations at the three-day 

TMTT workshops, investors purchased the expensive TMTT packages, including 

personal mentoring, and embarked on securities trading as advised by Woolf and 

Gengler. Many of these investors were retirees, and some went into debt to purchase the 

packages. 

33. Neither Woolf nor Gengler disclosed that they were achally paid 

commissions for selling TMTT packages. They typically received 10% or 15% of sales 

at the workshops. From 2003 through 2006, Gengler made approximately $2.25 million 

by selling TMTT packages and Woolf made approximately $4 million by selling TMTT 

packages. 

34. Woolf and Gengler knowingly or recklessly made other material 

misrepresentations or omissions in their workshops regarding, among other things, their 

trading, their background, and the success of other TMTT students. 

The Truth About Woolf and Gengler's 

Backgrounds and Trading Performance 


35. Despite their claims, neither Woolf nor Gengler purchased TMTT packages 

or used TMTT strategies to become successful professional securities traders. 

36. Woolf and Gengler knew, or were reckless in not knowing, that their 

representations regarding their profitable securities trading-an integral part of their sales 

presentations to potential investors-were not true. Neither Woolf nor Gengler made 



anywhere near the profits they claimed to have made by trading securities. Woolf has 

never declared a securities trading profit on her federal income tax returns; during the 

period Gengler claims to have been a successfbl professional trader using the option and 

short-term trading strategies, he declared more short-term capital losses than short-term 

capital gains. His tax returns have typically reflected no short-term capital gains. 

37. In addition to regaling students with fabricated stories of their own 

successful securities trading, both Woolf and Gengler made false claims about the 

success rate of former TMTT students. Woolf and Gengler falsely told investors that 

96.5% of investors who purchased the "platinum" TMTT package (consisting of personal 

mentoring, four courses, and software) made enough money trading to pay for the TMTT 

package they purchased as well as make a profit, during the first year. Woolf and 

Gengler knew, or were reckless in not knowing, that there was no basis for this claim. 

Woolf and Gengler also knew, or were reckless in not knowing, that there was no basis 

for assurances of success if one purchased TMTT packages. 

Gengler and Woolf Advised Investors Who Attended TMTT Workshops 
to Trade Securities 

38. As part of instructions they dubbed the "Success Plan", both Woolf and 

Gengler explicitly advised investors who attended three-day TMTT workshops to trade 

securities. 

39. Both defendants advised investors to open brokerage accounts and to 

actually trade with real money within two weeks after attending the three-day TMTT 

workshop. Woolf specifically directed investors to start trading securities the second 

week after the workshop, and admonished them that she had a "major problem" with 

them going slower than that,-explaining that "this is the minimum you can do to maintain 



what we've learned here. You can go faster than this, but you cannot go slower. So 

you're going to do one real trade a week." 

40. Gengler also urged investors to trade securities the second week after 

attending the three-day TMTT workshop. He also claimed that attendance at his 

workshop would effect the investors' future securities trading, because he claimed they 

were done losing money. 

41. Both speakers also specifically instructed investors to increase the size of 

their securities trades in the weeks following the three-day TMTT workshop as part of the 

"Success Plan." 

42. During some of the TMTT workshops, Woolf and Gengler also discussed 

specific securities and whether or not they would be advisable trades. 

43. Woolf and Gengler claimed that purchasers of TMTT packages would 

engage in actual securities trading while in a TMTT class called the "Trading Room." 

Woolf and Gengler claimed that in the Trading Room class investors would trade stocks 

for three days with the assistance of instructors who would help them find appropriate 

stocks to purchase andfor sell. Woolf claimed that investors made thousands of dollars 

trading in the Trading Room class. 

44. Woolf and Gengler aIso encouraged investors to conduct securities 

transactions in their existing securities portfolios. During workshops, Woolf and Gengler 

invited investors to bring in their securities portfolios. Woolf and Gengler personally 

reviewed the portfolios, and advised investors to sell their existing securities and 

purchase TMTT packages so they could start purchasing and selling securities using 

TMTT trading strategies. 
.. . 



45. Gengler told attendees that they needed to go home and place stop loss 

orders--orders for securities transactions--on all the securities they currently owned. 

Gengler also encouraged investors to borrow against their existing accounts, including 

401(k) accounts, to obtain money to fund a brokerage account that would enable them to 

trade options, sell short, and utilize the other short-term trading strategies he claimed to 

practice. 

46. After hearing Woolf and Gengler, investors bought andlor sold securities in 

their existing portfolios. For example, after attending a Woolf TMTT workshop, an 

investor sold more than $20,000 in mutual funds (realizing a capital loss) so he would 

have money to trade with his TMTT mentor. 

The TMTT Mentor Program 

47. During their presentations to investors, Woolf and Gengler stressed the 

importance of having a mentor and strongly encouraged workshop attendees to buy 

packages that included mentoring. 

48. The defendants told investors that the mentors would trade with them. 

Woolf described the mentor as "somebody that you can sit with that will sit there in the 

passenger seat with you side-by-side, hip-by-hip and show you exactly how to trade." 

Woolf also claimed that the goal of the mentor was to trade with the investors and make 

back the money they spent on TMTT packages. 

49. Gengler described the mentoring program as "exceptionally unique and 

exceptionally effective" and credited it with his success. He compared the mentorship to 

a medical internship, saying, 

You watch them, then they hand you the scalpel, and you do trade after trade after 
- trade after trade. You cannot be done with your mentor until you've done a 



handful of trades. We won't let it happen. If you haven't done real trades, you 
are not through with that program. Force you to do some trades. Once you've 
gotten through that process, as you're starting-"wait, wait, wait, don't do that 
one, cut that one. Don't buy that stock, do that one." 

50. Both defendants claimed that the mentors were successful traders. Woolf 

represented that the mentors are "highly scrutinized and highly monitored" and that the 

company requires mentors to turn in their brokerage statements to ensure that they are 

successful traders making their living in the market. This was false. 

51. Woolf and Gengler falsely claimed that they themselves had paid for 

mentoring services. 

52. After hearing Woolf and Gengler's sales pitch, investors discussed specific 

trades during their mentoring sessions and traded securities with TMTT mentors. 

Woolf and Gengler's Broker-Dealer Recommendations and Suggestions for 

Opening: Brokerage Accounts 


53. Woolf and Gengler also discussed some specific broker-dealers with TMTT 

workshop attendees. and explained how to open a brokerage account. 

54. Woolf explained how to fill out the account opening forms, telling students to 

specify on the forms that their investment objective was to speculate and that they wanted 

to trade on margin. Woolf warned investors that, if they failed to mark "speculation" and 

admitted that they had no experience trading securities, the broker-dealer wouldn't let 

them engage in the types of trading TMTT advocates. She urged investors to "tell them 

what they want to hear." 

Investors Traded as a Result of Woolf and Gender's Representations 

.55. Woolf and Gengler's fraudulent representations induced investors to 

purchase and sell securities using the trading strategies advocated by TMTT, which often 
.-



were distinctly different from the trading strategies they had previously used. Many 

investors around the country lost money trading securities as a result of Woolf and 

Gengler's inducements to purchase TMTT packages and trade securities. Some of these 

investors were in the Eastern District of Virginia. 

56. At one broker-dealer that Woolf and Gengler recommended to attendees of 

the three-day TMTT workshops, investors opened more than 6,600 new accounts based 

on referrals they had obtained from TMTT, from another Whitney brand putting on 

similar investor seminars, or from Edutrades, the Whitney subsidiary encompassing both 

brands. Of these more than 6,600 new accounts, more than 3,000 traded securities. 

Likewise, many investors who opened accounts at another broker-dealer after being 

referred by TMTT actually traded securities. 

57. Neither Woolf nor Gengler corrected their misrepresentations to investors at 

any time. Investors believed that Woolf and Gengler's false claims about their trading 

history and TMTT7s effectiveness were true at the time they traded securities. 

CLAIM 

Woolf, Gengler, Hands On Capital and Lashaico Violated Exchange Act 
Section lo@) and Exchange Act Rule lob-5 

58. The Commission re-alleges and incorporates paragraphs 1through 57 as if 

fully set forth herein. 

59. Woolf and Hands On Capital, from approximately December 2002 through 

approximately November 2006, and Gengler and Lashaico, from approximately 

December 2002 through approximately January 2007, by use of the means or 

instrumentalities of interstate commerce or the mails, in connection with the purchase or 

sale of securities, directly or-indirectly: (a) employed devices, schemes, or artifices to 



defraud; (b) made untrue statements of material fact or omitted to state material facts 

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

which they were made, not misleading andfor (c) engaged in acts, practices or courses of 

business which operated or would operate as a fraud or deceit upon persons. 

60. By reason of their actions alleged herein, Woolf, Gengler, Hands On Capital 

and Lashaico each violated Exchange Act Section 10(b) and Rule lob-5 thereunder [15 

U.S.C. §78j(b); 17 C.F.R. §240.10b-51. 

RELIEF REQUESTED 

WHEREFORE, the Commission respecthlly requests that this Court: 

I. 

Enter a final judgment in favor of the Commission fmding that Woolf, Gengler, 

Hands On Capital and Lashaico each violated the federal securities laws and rules 

promulgated thereunder as alleged herein. 

n. 

Permanently enjoin Woolf, Gengler, Hands On Capital and Lashaico from 

violating Exchange Act Section 10(b) and Rule lob-5 thereunder [I 5 U.S.C. 8 78j(b); 17 

C.F.R. 5240.1 0b-51. 

nI. 

Order Woolf, Gengler, Hands On Capital and Lashaico to disgorge all ill-gotten 

gains in connection with the actions alleged herein, and to pay prejudgment interest 

thereon. 



Order Woolf, Gengler, Hands On Capital and Lashaico to pay civil money 

penalties pursuant to Exchange Act Section 21 (d)(3) [15 U.S.C. §78u(d)(3)]. 

Grant such other relief as this Court may deem just and proper. 

Dated: March 11,2008 

Respectfully submitted, 

:q I(,dI@&c!w9 
Erica Y. ~ i l l d m s(Virginia Bar No. 43303) 
Fredric D. Firestone 
Gerald W. Hodgkins 
Daniel H. Rubenstein 
Jennifer S .Byrne 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
100 F Street, N.E. 
Washington, D.C. 20549 
(202) 551-4450