SEC v. Arline E. Woodbury; and Joyce L. Holverson, No. 1:23-cv-14255, Northern District of Illinois (Feb. 7, 2024) — Complaint

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
____________________________________
       :
U.S. SECURITIES AND EXCHANGE      :
COMMISSION,                                                :
                                                                                                :            Civil            Action            No.            23-cv-14255
                                    Plaintiff,                        :
      :
                        v.                                                :            Jury            Trial            Demanded
      :
ARLINE E. WOODBURY and   :
JOYCE            L.            HOLVERSON,                                    :
      :
                                    Defendants.                        :
____________________________________:

COMPLAINT
 Plaintiff, the United States Securities and Exchange Commission (“SEC”), alleges as
follows:
SUMMARY OF ACTION
1. The SEC brings this enforcement action against Defendants Arline Woodbury
(“Woodbury”) and Joyce Holverson (“Holverson”) for their multi-year involvement in a
fraudulent investment scheme known as “CoinDeal.”  Between 2019 and 2022, Defendants
promoted and proliferated this unregistered offering fraud by making and/or disseminating
various false statements about CoinDeal when soliciting prospective investors.  As a result,
Defendants raised and then transferred millions of dollars upstream to CoinDeal’s public
spokesman, Michael Glaspie, while baselessly vouching for Glaspie’s credibility; consciously or
recklessly disregarding myriad red flags about CoinDeal’s legitimacy; and failing to disclose
their own personal use of investor funds.

2. Neil Chandran, a recidivist securities law violator and convicted felon, was
ultimately behind the proverbial curtain of CoinDeal.  Chandran claimed to have a business that
required short-term financial support to complete the imminent, fantastically lucrative sale of
unique blockchain technology to a consortium of prominent buyers for trillions of dollars.
Glaspie (and other individuals) helped Chandran raise tens of millions of dollars for CoinDeal,
from mostly unsophisticated investors, through a far-reaching promotional campaign which
featured false promises of extravagant, life-changing investment returns and limited downside
risk.
1
  Glaspie incentivized further promotion of CoinDeal by offering future referral bonuses to
individuals (downstream promoters) who formed their own investor groups.
3. Woodbury and Holverson were two such downstream promoters.  Each had
limited means of income and pursued CoinDeal to cover their personal expenses.  Woodbury
was introduced to CoinDeal by Glaspie. Woodbury, in turn, recruited Holverson, who then
created an investor group called Empowerment Project.
4. To raise funds from potential investors, Woodbury and Holverson disseminated
materially false and misleading statements to investors about the value of the purported business
“deal” at the heart of CoinDeal, the parties involved in the transaction, the expected returns on
investment, and the riskless nature of the opportunity.
5. Woodbury and Holverson continued to solicit funds for CoinDeal even as the
returns advertised by Glaspie grew increasingly implausible (as high as tens of billions of dollars
for a five-figure investment), a litany of excuses piled up for why the deal had not closed, and
Glaspie and other promoters came under state regulatory scrutiny.

1
 On January 4, 2023, the SEC filed an action against Chandran, Glaspie, and several other defendants in the Eastern
District of Michigan, SEC v. Neil Chandran, et al., (Case No. 4:23-cv-10017).

6. In the end, there was no deal, no distribution of any proceeds to CoinDeal
investors, and Chandran and Glaspie were charged criminally by federal authorities.
7. Woodbury and Holverson collectively raised over $3 million through the
fraudulent CoinDeal offering.  They each pooled investor funds they raised before periodically
transferring amounts upstream.  Neither Woodbury nor Holverson transferred all CoinDeal
investor funds upstream – rather, each diverted investor funds for personal use along the way,
misappropriating at least $360,000 in total.
8. As a result of their conduct, Woodbury and Holverson intentionally, knowingly,
or recklessly committed securities fraud and offered and sold unregistered securities.
9. Woodbury and Holverson violated Sections 5(a), 5(c), and 17(a) of the Securities
Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and Section 10(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
10. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section
20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Woodbury and Holverson aided and abetted Neil
Chandran’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
11. The SEC brings this lawsuit to prevent further harm to investors and to seek
disgorgement, prejudgment interest, civil penalties, officer and director bars, and permanent
injunctions stemming from the Defendants’ wrongdoing.
12. Unless the Defendants are permanently restrained and enjoined, they will
continue to engage in the acts, practices, and courses of business set forth in this Complaint and
in acts, practices, and courses of business of similar type and object.

JURISDICTION AND VENUE
13. The Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a) of
the Securities Act [15 U.S.C. §§ 77t(b) and 77v(a)], and Sections 21(d) and 27(a) of the
Exchange Act [15 U.S.C. §§78u(d) and 78aa(a)].
14. Venue is proper in this judicial district pursuant to Section 22(a) of the Securities
Act [15 U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], because
many of the acts, transactions and courses of business constituting the violations alleged in this
Complaint occurred within the jurisdiction of this district.
15. In connection with the conduct alleged in this Complaint, the Defendants, directly
and indirectly, have made use of the mails and/or means or instrumentalities of transportation or
communication in interstate commerce.
DEFENDANTS
16. Arline Woodbury, age 70, resides in Ridgewood, New Jersey.  Woodbury acted
as a downstream promoter for CoinDeal, raising millions in investor funds through one or more
investor groups.  She is a medical doctor but is not currently employed.  Woodbury has been
involved in online marketing projects alongside Holverson.  Woodbury does not hold any
securities licenses and has never registered with the SEC.
17. Joyce Holverson, age 76, resides in River Forest, Illinois.  Holverson acted as a
downstream promoter for CoinDeal, raising millions in investor funds through her investor group
called Empowerment Project.  She is a former court reporter but is not currently employed.
Holverson has been involved in online marketing projects alongside Woodbury.  Holverson does
not hold any securities licenses and has never registered with the SEC.

DEFENDANTS IN RELATED ACTIONS
18. Neil S. Chandran, age 51, is currently imprisoned in Nebraska while awaiting
trial.  In June 2022, the Department of Justice indicted Chandran for wire fraud and money
laundering in connection with the CoinDeal scheme and obtained a court-ordered freeze of his
assets.  Chandran resided in California and Nevada during the relevant time-period.
19. Garry J. Davidson, age 69, resides in Henderson, Nevada.  Davidson previously
invested in another of Chandran’s purported business ventures and facilitated investments and
payments in connection with CoinDeal.
20. Michael T. Glaspie, age 72, resides in Palm City, Florida.  Glaspie served as the
public face of CoinDeal and offered large payouts and referral bonuses when soliciting
investments.  In February 2023, Glaspie pled guilty to wire fraud in connection with the
Department of Justice’s criminal investigation of CoinDeal.
FACTS
Origin of the “CoinDeal” Scheme
21. From at least 2018, Chandran repeatedly touted an investment opportunity that
supposedly revolved around valuable blockchain technology he was far along in the process of
selling to a group of wealthy buyers at a trillion-dollar valuation.  Chandran sought short-term
funding for business operating expenses during the completion of the purported sale process and
promised investors substantial returns once the sale closed.  This investment opportunity later
became widely known to investors as “CoinDeal.”
22. In reality, CoinDeal was merely the most recent iteration of Chandran’s prior
fraudulent schemes.  No such buyer group existed, there was no impending sale, and Chandran
was incapable of producing the astronomical returns he promised.  Given the public record of his

legal troubles, Chandran sought to utilize others to solicit investors on his behalf, including
Garry Davidson, an investor in one of his prior schemes.  Davidson, in turn, recruited Glaspie, an
online promoter who boasted of his success with internet multi-level marketing programs.
23. Davidson and Glaspie agreed to solicit investments in CoinDeal from Glaspie’s
network of internet marketing contacts and to transfer monies raised from investors to accounts
controlled by or for the benefit of Chandran.
24. From 2018 to 2022, Davidson relayed information that he received from
Chandran about CoinDeal to Glaspie to facilitate Glaspie’s solicitation efforts.  Chandran
typically provided status updates on the supposed deal, including but not limited to: the
involvement of foreign central banks and the United States Department of Homeland Security;
the latest board meetings of the consortium of wealthy buyers; the role of certain political
figures; and the causes of “temporary” delays to closing of the impending sale transaction, which
was typically said to be only a matter of days or weeks away.  These updates were designed to
lull investors and induce them to continue investing in CoinDeal.
25. Glaspie would then include the information received from Davidson in written
and/or oral communications with investors and potential investors, such as “CoinDeal Updates”
that were made available online and via email, and discussed during teleconferences.
Glaspie Publicized CoinDeal to Promoters and Investors
26. In or around January 2019, Glaspie began promoting the CoinDeal opportunity
during weekly teleconferences that included invitees from his network of contacts.  Glaspie
explained that an unnamed Canadian resident had a very valuable (but anonymous) artificial
intelligence and cryptocurrency company that was preparing for an imminent sale to a group of
billionaire buyers.  Davidson participated in certain of these weekly teleconferences alongside
Glaspie.

27. In or around January 2019, Glaspie also began making online posts and
disseminating emails to solicit CoinDeal investments.  The online posts and emails included
materially false and misleading updates on CoinDeal based on information Glaspie received
from Chandran via Davidson and a payout scale that promised investors outsized returns based
on a given investment amount.  Glaspie offered increasingly extravagant returns that grew from
10 times the investment amount in his updates from early 2019 to 500,000 times the investment
amount in updates from late 2021.
28. For example, on June 12, 2019, Glaspie published online a promise to pay returns
of 20-to-1 (2000%) on investments in CoinDeal:

29. On August 28, 2020, Glaspie published online CoinDeal payout terms ranging
from $750,000 for a mere $250 investment to as high as $1 billion for a $100,000 investment:

30. On October 19, 2020, Glaspie published online CoinDeal payout terms ranging
from at least $1.5 million for a mere $250 investment to over $4 billion for a $100,000
investment:

31. On June 25, 2021, Glaspie published online CoinDeal payout terms that were far
more extravagant, ranging from at least $12.5 million for a $500 investment to as high as $56.25
billion for a $100,000 investment:

32. Glaspie also lured investors through false guarantees that he would repay all
amounts invested in CoinDeal with 7% interest within three years if the CoinDeal sale
transaction did not occur, when, in fact, he did not have the means to make such repayments.
For example, on November 16, 2020, in a written update published online, Glaspie stated:

33. To entice further investment, Glaspie offered referral bonuses for investors who
raised additional funds.  For example, on August 7, 2020 and August 14, 2020, Glaspie
published online a 25% referral bonus offer for bringing new investors to CoinDeal.
34. The ever-escalating high rates of return, repayment guarantees, and referral
bonuses, helped to create and maintain investor interest in CoinDeal, even when the supposed
deal failed to close on the short-term time horizons advertised to investors.  Glaspie, based on
information from Chandran (via Davidson), provided a continuous string of excuses for why
closing did not occur.
35. For example, on April 16, 2019, Glaspie falsely claimed in an online post that
closing of CoinDeal had been delayed because a South Korean bank involved in the deal
required in-person signatures in Hawaii:

36. By way of further example (among many), on May 7, 2019, Glaspie falsely
claimed in an online post that CoinDeal’s closing was delayed because an engineer familiar with
the company systems was sick:

Woodbury Engaged in the CoinDeal Offering Fraud Through Her Own Promotional
Activities
37. Glaspie’s widespread marketing of CoinDeal attracted promoters who pooled
investor funds to reach higher levels on Glaspie’s tiered payout scale and to obtain larger referral
bonuses.  One such promoter was Arline Woodbury.
38. In early 2019, Woodbury learned of CoinDeal from Glaspie.  Woodbury was
familiar with Glaspie through his online network but had never met him, had never done
business with him, and did no independent research on him or the legitimacy of CoinDeal before
soliciting others to invest.
39. After learning of the payout scales and referral bonuses promised by Glaspie,
Woodbury started collecting funds for CoinDeal.  She pitched the opportunity to potential
investors and offered to share payouts with those who could provide funding.  At all relevant
times, Woodbury had no job and no regular source of income.

40. Despite not knowing Glaspie personally or previously doing business with him,
Woodbury vouched for Glaspie to instill confidence in investors and persuade them to invest in
CoinDeal.
41. For example, on March 25, 2019, Woodbury sent an email to a prospective
investor to promote CoinDeal.  Woodbury shared information about her alleged decades-long
business relationship with Glaspie and his purported experience with multi-million dollar
business opportunities to encourage the prospective investor to participate in CoinDeal.

42. Woodbury solicited numerous potential investors via email and phone calls.  For
example, Woodbury hosted at least one teleconference in 2020 with a group of more than ten
potential investors affiliated with a church.  During the teleconference, Woodbury vouched for
Glaspie and the legitimacy of the deal, presented the astronomical payout amounts being offered,
and shared her bank account information.  Multiple new investors participated in CoinDeal
following the teleconference.
43. In emails and during teleconferences with current and potential investors,
Woodbury repeated misrepresentations contained in Glaspie’s updates about CoinDeal, which
she regularly received, including misrepresentations regarding the involvement of prominent
billionaire buyers and the purported value of the technology being sold.

44. For instance, on April 12, 2021, Woodbury emailed a prospective investor
identifying the reputable billionaire buyers Glaspie claimed were involved with CoinDeal.

45. On December 12, 2020, Woodbury repeated Glaspie’s baseless guarantee to one
of her investors that CoinDeal investors would receive a full refund with 7% interest if the sale
did not occur.

Woodbury Recruited Holverson, Who Formed Empowerment Project to Further Raise
Funds for the CoinDeal Offering
46. Not long after she became involved with CoinDeal, Woodbury introduced
CoinDeal to Holverson in or around June 2019.  Woodbury invited Holverson to invest and
proceeded to regularly share Glaspie’s online updates.  Woodbury identified Glaspie as a “long-
time business associate” who was offering guaranteed payouts in exchange for financial backing
of a confidential project.
47. After learning of Glaspie’s promised payout scales and referral bonuses from
Woodbury, Holverson started collecting funds for CoinDeal.  Holverson did so even though she
had never even met Woodbury in person and had conducted no independent research on Glaspie
or CoinDeal.

48. In or around May of 2020, Holverson created an investor group called
Empowerment Project, with whom she shared email updates and hosted audio conferences about
CoinDeal.  For example, in a February 13, 2021 email to Empowerment Project members,
Holverson described CoinDeal as a “life-changer” and stated, “we are only seeing the tip of a 3-
Trillion dollar iceberg.”

49. In a May 13, 2021 email to Empowerment Project members, Holverson shared a
modified version of Glaspie’s latest update, which indicated that CoinDeal had a value of $4.3
trillion dollars.

50. In addition, Holverson shared the name of at least one of the purported reputable
buyers when emailing her group on June 8, 2021 with a modified version of another Glaspie
update.

51. Like Woodbury, Holverson also repeated Glaspie’s baseless guarantee that
investors would receive a full refund with 7% interest if the sale did not occur.  For example, in

September 2021 account statements that Holverson sent to each of her investors, Holverson
relayed Glaspie’s “personal pledge to (in the absolute worst case scenario) pay everyone back
their loan amounts out of his other corporate earnings, at 7% annual interest, fully due and
payable within three years from any date that we declare our deals as dead as a doorknob.”
Holverson conducted no due diligence and otherwise had no knowledge of Glaspie’s financial
ability to fulfill this guarantee.
52. To further entice prospective investors, Holverson lowered the barrier to entry for
CoinDeal by allowing investors to participate via her Empowerment Project group for as little as
$100, which was lower than the amounts permitted by Glaspie.
53. Holverson typically modified Glaspie’s written updates before sharing them with
Empowerment Project members, by removing the payout numbers Glaspie offered so that she
would be able to determine final payout amounts and keep a larger portion of any realized profit.
On certain occasions, Woodbury herself changed the payout terms offered by Glaspie (lowering
them to her benefit) before relaying his latest update to Holverson.
54. For example, on December 7, 2020, Glaspie published a CoinDeal update offering
various new payout tiers, including $25 million for a $1,000 investment, $12.5 million for a $500
investment, and $5 million for a $250 investment.  On the same day, Woodbury sent Glaspie’s
update to Holverson but included a modified payout scale with her own, lower payout tiers, as
follows: $15 million for a $1,000 investment, $5 million for a $500 investment, and $2.5 million
for a $250 investment.  On or about the next day, Holverson revised the update she received
from Woodbury and sent it to Empowerment Project members with even lower payout tiers,
which included $2 million for a $1,000 investment, $1 million for a $500 investment, and
$500,000 for a $250 investment.

CoinDeal Payout Terms - December 2020
Investment              Return
(per Glaspie)
Return
(per Woodbury)
Return
(per Holverson)
$1000             $25,000,000               $15,000,000                 $2,000,000
$500                 $12,500,000                 $5,000,000                 $1,000,000
$250               $5,000,000                 $2,500,000               $500,000

55. On June 12, 2021, following multiple complaints from at least one investor aware
of modifications made by Woodbury and/or Holverson, Glaspie emailed Woodbury a directive to
stop editing his online updates and Woodbury shared his message with Holverson.  Despite this
instruction, Holverson continued excluding Glaspie’s payout offers.  On the Empowerment
Project website, Holverson stated that group leaders had “complete autonomy on how they run
their group and allocate payouts,” and she could not provide “transparency” into how payouts
would be calculated.
Woodbury and Holverson Misappropriated Investor Funds
56. From 2019 to 2022, Woodbury raised at least $3.2 million (primarily via
Holverson’s Empowerment Project) from hundreds of investors from multiple states, including
Illinois, and multiple countries.
57. Woodbury and Holverson received CoinDeal investor funds at certain bank
institutions, some of which were located in Illinois.  Investors’ funds were commingled and
transferred upstream by Woodbury and Holverson to accounts controlled by Glaspie and/or his
wife.  Through their assumed roles as intermediaries in the flow of investor money, Woodbury
and Holverson collectively skimmed hundreds of thousands of dollars for personal use.
58. Woodbury enriched herself by misappropriating at least $190,000 for personal
use, including approximately $36,000 for travel and approximately $60,000 for a friend’s college
tuition.

59. Holverson enriched herself by misappropriating at least $170,000 for personal
use, most of which was used to save her house from foreclosure.
60. Woodbury and Holverson failed to disclose to investors that funds invested in
CoinDeal would be used for purposes unrelated to CoinDeal.
Woodbury and Holverson Continued the Fraudulent CoinDeal Offering Even After
Learning of State Regulatory Actions
61. In January 2020, the Michigan Department of Licensing and Regulatory Affairs
(“LARA”) ordered Glaspie to cease and desist from offering or selling unregistered securities in
Michigan in connection with CoinDeal.  In June 2020, Glaspie settled by agreeing to cease and
desist and paying a $15,000 fine.
62. In October 2021, the Michigan Department of Attorney General obtained an
injunction against Glaspie for his failure to abide by the June 2020 consent order.  The judgment
prohibited Glaspie from continuing to solicit funds from and offering investment opportunities to
Michigan residents.
63. Woodbury and Holverson knew about LARA’s regulatory actions against
Glaspie, but nonetheless continued raising money from investors.
64. Glaspie posted certain online updates about LARA’s regulatory actions against
him, which Woodbury received via email.  For example, on November 13, 2019, Glaspie shared
an update about LARA’s case against him in which he denied engaging in a public offering in
violation of Michigan law but conceded he could be deemed liable for fraud and go to prison if

the CoinDeal transaction did not close, stating in part:

65. Despite LARA’s actions against Glaspie, Woodbury continued soliciting
Michigan investors.  In fact, until at least January 2021, Woodbury was soliciting a prospective
CoinDeal investor in Michigan.
66. On May 19, 2021, Holverson attempted to allay the concerns of at least one
investor, who asked questions about the LARA actions.  Holverson explained that she was “well
aware of the legal implications [of CoinDeal]” given her prior role as a court reporter and her
husband’s experience as an attorney.

67. In the same email, Holverson explained (falsely) that CoinDeal did not involve an
offer of securities and summarily stated, “I’m not concerned about the Michigan issue.”

The CoinDeal Scheme Collapses
68. In June 2022, the CoinDeal scheme largely collapsed when the Department of
Justice indicted Chandran for wire fraud and money laundering violations and froze his assets.
United States v. Chandran, Case No. 22-cr-03077 (D. Neb.).  The indictment described a scheme
to defraud carried out by Chandran, in which he caused others to solicit funds from investors
based on the false and misleading portrayal that their investments would soon yield extremely
high returns upon the purchase of one or more of his entities by a wealthy buyer group.
69. In February 2023, Glaspie pled guilty to federal wire fraud related to his
involvement with the CoinDeal scheme. United States v. Glaspie, Case No. 23-cr-03010 (D.
Neb.).
70. The vast majority of CoinDeal investors have not received the return of their
principal investment amounts, and no investors have received any promised profits on their
investments.
Unregistered Securities Offerings
71. As set forth above, Defendants Woodbury and Holverson offered and sold
CoinDeal investments and raised over $3 million from hundreds of investors in dozens of states
as well as multiple countries.
72. The Defendants recruited potential investors through teleconferences, online
posts, and email.

73. The Defendants made no efforts to assess potential investors’ sophistication or
accreditation status, and unaccredited investors participated in the CoinDeal offering.  Many
investors had no preexisting relationship with the Defendants.
74. The Defendants represented to CoinDeal investors that their money would be
pooled and used to cover operating or per diem expenses for CoinDeal.
75. CoinDeal investors did not exercise any control or authority over the operations of
CoinDeal.  Chandran exercised ultimate control and authority over CoinDeal, and investors
relied on his purported managerial skills, along with the efforts of Glaspie, Woodbury, and
Holverson, to provide a return on their investment.
76. The Defendants used interstate commerce when they offered and sold CoinDeal
investments in multiple states and countries by, among other things, corresponding with potential
investors via email and teleconferences and receiving investor funds via interstate wire transfers.
77. The CoinDeal investments offered and sold by the Defendants were securities.
78. No registration statement was ever filed with the SEC or has ever been in effect
with respect to any offers and sales of CoinDeal investments.
COUNT I
Violations of Section 17(a) of the Securities Act
[15 U.S.C. § 77q(a)]

79. Paragraphs 1 through 78 are realleged and incorporated by reference as though
fully set forth herein.
80. By engaging in the conduct described above, Defendants Woodbury and
Holverson, in the offer and sale of securities, by the use of the means and instruments of
transportation or communication in interstate commerce or by use of the mails, directly or
indirectly, (i) employed devices, schemes and artifices to defraud; (ii) obtained money and

property by means of untrue statements of material facts and omissions to state material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading; and (iii) engaged in transactions, practices, and courses of business
which operated or would operate as a fraud or deceit upon the purchasers of such securities.
81. Defendants Woodbury and Holverson acted intentionally, knowingly, recklessly,
or negligently, in engaging in the conduct described above.
82. By engaging in the conduct described above, Defendants Woodbury and
Holverson violated Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
COUNT II
Violations of Section 10(b) of the Exchange Act
and Exchange Act Rule 10b-5
[15 U.S.C. § 78j(b) and 17 C.F.R. 240.10b-5]

83. Paragraphs 1 through 78 are realleged and incorporated by reference.
84. By engaging in the conduct described above, Defendants Woodbury and
Holverson, in connection with the purchase and sale of securities, by the use of the means and
instrumentalities of interstate commerce and by the use of the mails, directly and indirectly, (i)
employed devices, schemes and artifices to defraud; (ii) made untrue statements of material fact
and omitted to state material facts necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading; and (iii) engaged in acts,
practices and courses of business which operated or would have operated as a fraud and deceit
upon purchasers of securities and upon other persons.
85. Defendants Woodbury and Holverson acted intentionally, knowingly, or
recklessly, in engaging in the fraudulent conduct described above.

86. Through the foregoing, Defendants Woodbury and Holverson violated Section
10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-
5].
COUNT III
Violations of Section 5(a) and (c) of the Securities Act
[15 U.S.C. § 77e(a) and (c)]

87. Paragraphs 1 through 78 are realleged and incorporated by reference.
88. Defendants Woodbury and Holverson, directly or indirectly, as to CoinDeal
securities: (a) made use of the means or instruments of transportation or communication in
interstate commerce or of the mails to sell securities through the use or medium of a prospectus
or otherwise; or carried securities or caused such securities to be carried through the mails or in
interstate commerce, by means or instruments of transportation, for the purpose of sale or
delivery after sale; and (b) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or to offer to buy, through
the use or medium of any prospectus or otherwise, securities without a registration statement
having been filed with the SEC or being in effect as to such securities.
89. No registration statements were filed with the SEC or were in effect in connection
with offers or sales of CoinDeal securities by Defendants Woodbury and Holverson, and no
exemption from the registration requirements applied to sales by Defendants Woodbury and
Holverson.
90. By engaging in the conduct described above, Defendants Woodbury and
Holverson violated, and unless restrained and enjoined are reasonably likely to continue to
violate Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)].

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

91. Paragraphs 1 through 78 are realleged and incorporated by reference.
92. As described above, Chandran, directly or indirectly, in connection with the
purchase and sale of CoinDeal securities, by the use of the means and instrumentalities of
interstate commerce and by the use of the mails, intentionally, knowingly, or recklessly made
untrue statements of material fact and omitted to state material facts necessary in order to make
the statements made, in the light of the circumstances under which they were made, not
misleading.
93. By engaging in the conduct described, Chandran violated Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5].
94. Defendants Woodbury and Holverson intentionally, knowingly, or recklessly
provided substantial assistance to Chandran.
95. By reason of the foregoing, Defendants Woodbury and Holverson aided and
abetted the violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder by
Chandran and, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendants
Woodbury and Holverson are liable to the same extent as Chandran for his violations of Sections
10(b) of the Exchange Act and Rule 10b-5(b) thereunder.
RELIEF REQUESTED
 THEREFORE, the SEC requests that this Court:
I.
 Permanently enjoin Defendants, their officers, agents, servants, employees, attorneys and

those persons in active concert or participation with Defendants who receive actual notice of the
order of this Court, by personal service or otherwise, and each of them from, directly or
indirectly, engaging in the transactions, acts, practices or courses of business described above, or
in conduct of similar purport and object, in violation of Section 17(a) of the Securities Act [15
U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 CFR § 240.10b-5]; and Section 5 of the Securities Act [15 U.S.C. § 77e];
II.
 Order Defendants to disgorge all ill-gotten gains and/or unjust enrichment received
directly or indirectly, with pre-judgment interest thereon, as a result of the alleged violations,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), (5)
and (7)];
III.
Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];
IV.
 Enter an Order, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]
permanently prohibiting the Defendants from serving as an officer or director of any issuer that
has a class of securities registered pursuant to Section 12 [15 U.S.C. § 78l] of the Exchange Act
or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. §
78o(d)];
V.
 Grant any other relief this Court deems appropriate.

JURY DEMAND
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.
Dated:  September 28, 2023      Respectfully Submitted,

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 s/Michael D. Foster
Michael D. Foster, Illinois Bar No. 6257063
Dante A. Roldán, Illinois Bar No. 6316972
Caryn Trombino, Illinois Bar No. 6284159
U.S. Securities and Exchange Commission
Chicago Regional Office
175 West Jackson Blvd., Suite 1450
Chicago, Illinois 60604
(312) 353-7390
(312) 353-7398 (facsimile)
[email protected]
[email protected]
[email protected]

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT  
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 
____________________________________ 
       : 
U.S. SECURITIES AND EXCHANGE  : 
COMMISSION,    : 
        : Civil Action No. 23-cv-14255 
   Plaintiff,  : 
      : 
  v.    : Jury Trial Demanded 
      : 
ARLINE E. WOODBURY and   : 
JOYCE L. HOLVERSON,   : 
      : 
   Defendants.  : 
____________________________________: 
 

COMPLAINT 

 Plaintiff, the United States Securities and Exchange Commission (“SEC”), alleges as 

follows:   

SUMMARY OF ACTION 

1. The SEC brings this enforcement action against Defendants Arline Woodbury 

(“Woodbury”) and Joyce Holverson (“Holverson”) for their multi-year involvement in a 

fraudulent investment scheme known as “CoinDeal.”  Between 2019 and 2022, Defendants 

promoted and proliferated this unregistered offering fraud by making and/or disseminating 

various false statements about CoinDeal when soliciting prospective investors.  As a result, 

Defendants raised and then transferred millions of dollars upstream to CoinDeal’s public 

spokesman, Michael Glaspie, while baselessly vouching for Glaspie’s credibility; consciously or 

recklessly disregarding myriad red flags about CoinDeal’s legitimacy; and failing to disclose 

their own personal use of investor funds.  

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2. Neil Chandran, a recidivist securities law violator and convicted felon, was 

ultimately behind the proverbial curtain of CoinDeal.  Chandran claimed to have a business that 

required short-term financial support to complete the imminent, fantastically lucrative sale of 

unique blockchain technology to a consortium of prominent buyers for trillions of dollars.  

Glaspie (and other individuals) helped Chandran raise tens of millions of dollars for CoinDeal, 

from mostly unsophisticated investors, through a far-reaching promotional campaign which 

featured false promises of extravagant, life-changing investment returns and limited downside 

risk.1  Glaspie incentivized further promotion of CoinDeal by offering future referral bonuses to 

individuals (downstream promoters) who formed their own investor groups. 

3. Woodbury and Holverson were two such downstream promoters.  Each had 

limited means of income and pursued CoinDeal to cover their personal expenses.  Woodbury 

was introduced to CoinDeal by Glaspie. Woodbury, in turn, recruited Holverson, who then 

created an investor group called Empowerment Project.  

4. To raise funds from potential investors, Woodbury and Holverson disseminated 

materially false and misleading statements to investors about the value of the purported business 

“deal” at the heart of CoinDeal, the parties involved in the transaction, the expected returns on 

investment, and the riskless nature of the opportunity.  

5. Woodbury and Holverson continued to solicit funds for CoinDeal even as the 

returns advertised by Glaspie grew increasingly implausible (as high as tens of billions of dollars 

for a five-figure investment), a litany of excuses piled up for why the deal had not closed, and 

Glaspie and other promoters came under state regulatory scrutiny.  

 
1 On January 4, 2023, the SEC filed an action against Chandran, Glaspie, and several other defendants in the Eastern 
District of Michigan, SEC v. Neil Chandran, et al., (Case No. 4:23-cv-10017). 

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6. In the end, there was no deal, no distribution of any proceeds to CoinDeal 

investors, and Chandran and Glaspie were charged criminally by federal authorities. 

7. Woodbury and Holverson collectively raised over $3 million through the 

fraudulent CoinDeal offering.  They each pooled investor funds they raised before periodically 

transferring amounts upstream.  Neither Woodbury nor Holverson transferred all CoinDeal 

investor funds upstream – rather, each diverted investor funds for personal use along the way, 

misappropriating at least $360,000 in total.  

8. As a result of their conduct, Woodbury and Holverson intentionally, knowingly, 

or recklessly committed securities fraud and offered and sold unregistered securities.   

9. Woodbury and Holverson violated Sections 5(a), 5(c), and 17(a) of the Securities 

Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and Section 10(b) of 

the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

10. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section 

20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Woodbury and Holverson aided and abetted Neil 

Chandran’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 

11. The SEC brings this lawsuit to prevent further harm to investors and to seek 

disgorgement, prejudgment interest, civil penalties, officer and director bars, and permanent 

injunctions stemming from the Defendants’ wrongdoing. 

12. Unless the Defendants are permanently restrained and enjoined, they will 

continue to engage in the acts, practices, and courses of business set forth in this Complaint and 

in acts, practices, and courses of business of similar type and object.  

  

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JURISDICTION AND VENUE 

13. The Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a) of 

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

Exchange Act [15 U.S.C. §§78u(d) and 78aa(a)]. 

14. Venue is proper in this judicial district pursuant to Section 22(a) of the Securities 

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

many of the acts, transactions and courses of business constituting the violations alleged in this 

Complaint occurred within the jurisdiction of this district. 

15. In connection with the conduct alleged in this Complaint, the Defendants, directly 

and indirectly, have made use of the mails and/or means or instrumentalities of transportation or 

communication in interstate commerce. 

DEFENDANTS 

16. Arline Woodbury, age 70, resides in Ridgewood, New Jersey.  Woodbury acted 

as a downstream promoter for CoinDeal, raising millions in investor funds through one or more 

investor groups.  She is a medical doctor but is not currently employed.  Woodbury has been 

involved in online marketing projects alongside Holverson.  Woodbury does not hold any 

securities licenses and has never registered with the SEC. 

17. Joyce Holverson, age 76, resides in River Forest, Illinois.  Holverson acted as a 

downstream promoter for CoinDeal, raising millions in investor funds through her investor group 

called Empowerment Project.  She is a former court reporter but is not currently employed.  

Holverson has been involved in online marketing projects alongside Woodbury.  Holverson does 

not hold any securities licenses and has never registered with the SEC. 

 

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DEFENDANTS IN RELATED ACTIONS 

18. Neil S. Chandran, age 51, is currently imprisoned in Nebraska while awaiting 

trial.  In June 2022, the Department of Justice indicted Chandran for wire fraud and money 

laundering in connection with the CoinDeal scheme and obtained a court-ordered freeze of his 

assets.  Chandran resided in California and Nevada during the relevant time-period. 

19. Garry J. Davidson, age 69, resides in Henderson, Nevada.  Davidson previously 

invested in another of Chandran’s purported business ventures and facilitated investments and 

payments in connection with CoinDeal. 

20. Michael T. Glaspie, age 72, resides in Palm City, Florida.  Glaspie served as the 

public face of CoinDeal and offered large payouts and referral bonuses when soliciting 

investments.  In February 2023, Glaspie pled guilty to wire fraud in connection with the 

Department of Justice’s criminal investigation of CoinDeal.  

FACTS 

Origin of the “CoinDeal” Scheme 

21. From at least 2018, Chandran repeatedly touted an investment opportunity that 

supposedly revolved around valuable blockchain technology he was far along in the process of 

selling to a group of wealthy buyers at a trillion-dollar valuation.  Chandran sought short-term 

funding for business operating expenses during the completion of the purported sale process and 

promised investors substantial returns once the sale closed.  This investment opportunity later 

became widely known to investors as “CoinDeal.” 

22. In reality, CoinDeal was merely the most recent iteration of Chandran’s prior 

fraudulent schemes.  No such buyer group existed, there was no impending sale, and Chandran 

was incapable of producing the astronomical returns he promised.  Given the public record of his 

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legal troubles, Chandran sought to utilize others to solicit investors on his behalf, including 

Garry Davidson, an investor in one of his prior schemes.  Davidson, in turn, recruited Glaspie, an 

online promoter who boasted of his success with internet multi-level marketing programs.   

23. Davidson and Glaspie agreed to solicit investments in CoinDeal from Glaspie’s 

network of internet marketing contacts and to transfer monies raised from investors to accounts 

controlled by or for the benefit of Chandran.   

24. From 2018 to 2022, Davidson relayed information that he received from 

Chandran about CoinDeal to Glaspie to facilitate Glaspie’s solicitation efforts.  Chandran 

typically provided status updates on the supposed deal, including but not limited to: the 

involvement of foreign central banks and the United States Department of Homeland Security; 

the latest board meetings of the consortium of wealthy buyers; the role of certain political 

figures; and the causes of “temporary” delays to closing of the impending sale transaction, which 

was typically said to be only a matter of days or weeks away.  These updates were designed to 

lull investors and induce them to continue investing in CoinDeal. 

25. Glaspie would then include the information received from Davidson in written 

and/or oral communications with investors and potential investors, such as “CoinDeal Updates” 

that were made available online and via email, and discussed during teleconferences.  

Glaspie Publicized CoinDeal to Promoters and Investors 

26. In or around January 2019, Glaspie began promoting the CoinDeal opportunity 

during weekly teleconferences that included invitees from his network of contacts.  Glaspie 

explained that an unnamed Canadian resident had a very valuable (but anonymous) artificial 

intelligence and cryptocurrency company that was preparing for an imminent sale to a group of 

billionaire buyers.  Davidson participated in certain of these weekly teleconferences alongside 

Glaspie. 

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27. In or around January 2019, Glaspie also began making online posts and 

disseminating emails to solicit CoinDeal investments.  The online posts and emails included 

materially false and misleading updates on CoinDeal based on information Glaspie received 

from Chandran via Davidson and a payout scale that promised investors outsized returns based 

on a given investment amount.  Glaspie offered increasingly extravagant returns that grew from 

10 times the investment amount in his updates from early 2019 to 500,000 times the investment 

amount in updates from late 2021. 

28. For example, on June 12, 2019, Glaspie published online a promise to pay returns 

of 20-to-1 (2000%) on investments in CoinDeal:  

 

29. On August 28, 2020, Glaspie published online CoinDeal payout terms ranging 

from $750,000 for a mere $250 investment to as high as $1 billion for a $100,000 investment: 

 

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30. On October 19, 2020, Glaspie published online CoinDeal payout terms ranging 

from at least $1.5 million for a mere $250 investment to over $4 billion for a $100,000 

investment:  

 

31. On June 25, 2021, Glaspie published online CoinDeal payout terms that were far 

more extravagant, ranging from at least $12.5 million for a $500 investment to as high as $56.25 

billion for a $100,000 investment:   

 

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32. Glaspie also lured investors through false guarantees that he would repay all 

amounts invested in CoinDeal with 7% interest within three years if the CoinDeal sale 

transaction did not occur, when, in fact, he did not have the means to make such repayments.  

For example, on November 16, 2020, in a written update published online, Glaspie stated:  

 

33. To entice further investment, Glaspie offered referral bonuses for investors who 

raised additional funds.  For example, on August 7, 2020 and August 14, 2020, Glaspie 

published online a 25% referral bonus offer for bringing new investors to CoinDeal.  

34. The ever-escalating high rates of return, repayment guarantees, and referral 

bonuses, helped to create and maintain investor interest in CoinDeal, even when the supposed 

deal failed to close on the short-term time horizons advertised to investors.  Glaspie, based on 

information from Chandran (via Davidson), provided a continuous string of excuses for why 

closing did not occur.   

35. For example, on April 16, 2019, Glaspie falsely claimed in an online post that 

closing of CoinDeal had been delayed because a South Korean bank involved in the deal 

required in-person signatures in Hawaii: 

 

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36. By way of further example (among many), on May 7, 2019, Glaspie falsely 

claimed in an online post that CoinDeal’s closing was delayed because an engineer familiar with 

the company systems was sick:  

 

Woodbury Engaged in the CoinDeal Offering Fraud Through Her Own Promotional 
Activities 

37. Glaspie’s widespread marketing of CoinDeal attracted promoters who pooled 

investor funds to reach higher levels on Glaspie’s tiered payout scale and to obtain larger referral 

bonuses.  One such promoter was Arline Woodbury.  

38. In early 2019, Woodbury learned of CoinDeal from Glaspie.  Woodbury was 

familiar with Glaspie through his online network but had never met him, had never done 

business with him, and did no independent research on him or the legitimacy of CoinDeal before 

soliciting others to invest.  

39. After learning of the payout scales and referral bonuses promised by Glaspie, 

Woodbury started collecting funds for CoinDeal.  She pitched the opportunity to potential 

investors and offered to share payouts with those who could provide funding.  At all relevant 

times, Woodbury had no job and no regular source of income. 

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40. Despite not knowing Glaspie personally or previously doing business with him, 

Woodbury vouched for Glaspie to instill confidence in investors and persuade them to invest in 

CoinDeal.  

41. For example, on March 25, 2019, Woodbury sent an email to a prospective 

investor to promote CoinDeal.  Woodbury shared information about her alleged decades-long 

business relationship with Glaspie and his purported experience with multi-million dollar 

business opportunities to encourage the prospective investor to participate in CoinDeal.  

 

42. Woodbury solicited numerous potential investors via email and phone calls.  For 

example, Woodbury hosted at least one teleconference in 2020 with a group of more than ten 

potential investors affiliated with a church.  During the teleconference, Woodbury vouched for 

Glaspie and the legitimacy of the deal, presented the astronomical payout amounts being offered, 

and shared her bank account information.  Multiple new investors participated in CoinDeal 

following the teleconference. 

43. In emails and during teleconferences with current and potential investors, 

Woodbury repeated misrepresentations contained in Glaspie’s updates about CoinDeal, which 

she regularly received, including misrepresentations regarding the involvement of prominent 

billionaire buyers and the purported value of the technology being sold.  

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44. For instance, on April 12, 2021, Woodbury emailed a prospective investor 

identifying the reputable billionaire buyers Glaspie claimed were involved with CoinDeal.  

 

45. On December 12, 2020, Woodbury repeated Glaspie’s baseless guarantee to one 

of her investors that CoinDeal investors would receive a full refund with 7% interest if the sale 

did not occur.  

 

Woodbury Recruited Holverson, Who Formed Empowerment Project to Further Raise 
Funds for the CoinDeal Offering 

46. Not long after she became involved with CoinDeal, Woodbury introduced 

CoinDeal to Holverson in or around June 2019.  Woodbury invited Holverson to invest and 

proceeded to regularly share Glaspie’s online updates.  Woodbury identified Glaspie as a “long-

time business associate” who was offering guaranteed payouts in exchange for financial backing 

of a confidential project. 

47. After learning of Glaspie’s promised payout scales and referral bonuses from 

Woodbury, Holverson started collecting funds for CoinDeal.  Holverson did so even though she 

had never even met Woodbury in person and had conducted no independent research on Glaspie 

or CoinDeal. 

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48. In or around May of 2020, Holverson created an investor group called 

Empowerment Project, with whom she shared email updates and hosted audio conferences about 

CoinDeal.  For example, in a February 13, 2021 email to Empowerment Project members, 

Holverson described CoinDeal as a “life-changer” and stated, “we are only seeing the tip of a 3-

Trillion dollar iceberg.”   

 

49. In a May 13, 2021 email to Empowerment Project members, Holverson shared a 

modified version of Glaspie’s latest update, which indicated that CoinDeal had a value of $4.3 

trillion dollars. 

 

50. In addition, Holverson shared the name of at least one of the purported reputable 

buyers when emailing her group on June 8, 2021 with a modified version of another Glaspie 

update.  

 

51. Like Woodbury, Holverson also repeated Glaspie’s baseless guarantee that 

investors would receive a full refund with 7% interest if the sale did not occur.  For example, in 

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September 2021 account statements that Holverson sent to each of her investors, Holverson 

relayed Glaspie’s “personal pledge to (in the absolute worst case scenario) pay everyone back 

their loan amounts out of his other corporate earnings, at 7% annual interest, fully due and 

payable within three years from any date that we declare our deals as dead as a doorknob.” 

Holverson conducted no due diligence and otherwise had no knowledge of Glaspie’s financial 

ability to fulfill this guarantee.  

52. To further entice prospective investors, Holverson lowered the barrier to entry for 

CoinDeal by allowing investors to participate via her Empowerment Project group for as little as 

$100, which was lower than the amounts permitted by Glaspie.  

53. Holverson typically modified Glaspie’s written updates before sharing them with 

Empowerment Project members, by removing the payout numbers Glaspie offered so that she 

would be able to determine final payout amounts and keep a larger portion of any realized profit.  

On certain occasions, Woodbury herself changed the payout terms offered by Glaspie (lowering 

them to her benefit) before relaying his latest update to Holverson.   

54. For example, on December 7, 2020, Glaspie published a CoinDeal update offering 

various new payout tiers, including $25 million for a $1,000 investment, $12.5 million for a $500 

investment, and $5 million for a $250 investment.  On the same day, Woodbury sent Glaspie’s 

update to Holverson but included a modified payout scale with her own, lower payout tiers, as 

follows: $15 million for a $1,000 investment, $5 million for a $500 investment, and $2.5 million 

for a $250 investment.  On or about the next day, Holverson revised the update she received 

from Woodbury and sent it to Empowerment Project members with even lower payout tiers, 

which included $2 million for a $1,000 investment, $1 million for a $500 investment, and 

$500,000 for a $250 investment. 

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CoinDeal Payout Terms - December 2020 

Investment Return 
(per Glaspie) 

Return 
(per Woodbury) 

Return 
(per Holverson) 

$1000 $25,000,000 $15,000,000 $2,000,000 

$500 $12,500,000 $5,000,000 $1,000,000 

$250 $5,000,000 $2,500,000 $500,000 

 
55. On June 12, 2021, following multiple complaints from at least one investor aware 

of modifications made by Woodbury and/or Holverson, Glaspie emailed Woodbury a directive to 

stop editing his online updates and Woodbury shared his message with Holverson.  Despite this 

instruction, Holverson continued excluding Glaspie’s payout offers.  On the Empowerment 

Project website, Holverson stated that group leaders had “complete autonomy on how they run 

their group and allocate payouts,” and she could not provide “transparency” into how payouts 

would be calculated. 

Woodbury and Holverson Misappropriated Investor Funds 

56. From 2019 to 2022, Woodbury raised at least $3.2 million (primarily via 

Holverson’s Empowerment Project) from hundreds of investors from multiple states, including 

Illinois, and multiple countries.  

57. Woodbury and Holverson received CoinDeal investor funds at certain bank 

institutions, some of which were located in Illinois.  Investors’ funds were commingled and 

transferred upstream by Woodbury and Holverson to accounts controlled by Glaspie and/or his 

wife.  Through their assumed roles as intermediaries in the flow of investor money, Woodbury 

and Holverson collectively skimmed hundreds of thousands of dollars for personal use. 

58. Woodbury enriched herself by misappropriating at least $190,000 for personal 

use, including approximately $36,000 for travel and approximately $60,000 for a friend’s college 

tuition.  

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59. Holverson enriched herself by misappropriating at least $170,000 for personal 

use, most of which was used to save her house from foreclosure.  

60. Woodbury and Holverson failed to disclose to investors that funds invested in 

CoinDeal would be used for purposes unrelated to CoinDeal. 

Woodbury and Holverson Continued the Fraudulent CoinDeal Offering Even After 
Learning of State Regulatory Actions 

61. In January 2020, the Michigan Department of Licensing and Regulatory Affairs 

(“LARA”) ordered Glaspie to cease and desist from offering or selling unregistered securities in 

Michigan in connection with CoinDeal.  In June 2020, Glaspie settled by agreeing to cease and 

desist and paying a $15,000 fine.  

62. In October 2021, the Michigan Department of Attorney General obtained an 

injunction against Glaspie for his failure to abide by the June 2020 consent order.  The judgment 

prohibited Glaspie from continuing to solicit funds from and offering investment opportunities to 

Michigan residents. 

63. Woodbury and Holverson knew about LARA’s regulatory actions against 

Glaspie, but nonetheless continued raising money from investors.  

64. Glaspie posted certain online updates about LARA’s regulatory actions against 

him, which Woodbury received via email.  For example, on November 13, 2019, Glaspie shared 

an update about LARA’s case against him in which he denied engaging in a public offering in 

violation of Michigan law but conceded he could be deemed liable for fraud and go to prison if 

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the CoinDeal transaction did not close, stating in part:

 

65. Despite LARA’s actions against Glaspie, Woodbury continued soliciting 

Michigan investors.  In fact, until at least January 2021, Woodbury was soliciting a prospective 

CoinDeal investor in Michigan.  

66. On May 19, 2021, Holverson attempted to allay the concerns of at least one 

investor, who asked questions about the LARA actions.  Holverson explained that she was “well 

aware of the legal implications [of CoinDeal]” given her prior role as a court reporter and her 

husband’s experience as an attorney. 

 

67. In the same email, Holverson explained (falsely) that CoinDeal did not involve an 

offer of securities and summarily stated, “I’m not concerned about the Michigan issue.” 

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The CoinDeal Scheme Collapses 

68. In June 2022, the CoinDeal scheme largely collapsed when the Department of 

Justice indicted Chandran for wire fraud and money laundering violations and froze his assets. 

United States v. Chandran, Case No. 22-cr-03077 (D. Neb.).  The indictment described a scheme 

to defraud carried out by Chandran, in which he caused others to solicit funds from investors 

based on the false and misleading portrayal that their investments would soon yield extremely 

high returns upon the purchase of one or more of his entities by a wealthy buyer group. 

69. In February 2023, Glaspie pled guilty to federal wire fraud related to his 

involvement with the CoinDeal scheme. United States v. Glaspie, Case No. 23-cr-03010 (D. 

Neb.). 

70. The vast majority of CoinDeal investors have not received the return of their 

principal investment amounts, and no investors have received any promised profits on their 

investments. 

Unregistered Securities Offerings 

71. As set forth above, Defendants Woodbury and Holverson offered and sold 

CoinDeal investments and raised over $3 million from hundreds of investors in dozens of states 

as well as multiple countries. 

72. The Defendants recruited potential investors through teleconferences, online 

posts, and email.  

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73. The Defendants made no efforts to assess potential investors’ sophistication or 

accreditation status, and unaccredited investors participated in the CoinDeal offering.  Many 

investors had no preexisting relationship with the Defendants.   

74. The Defendants represented to CoinDeal investors that their money would be 

pooled and used to cover operating or per diem expenses for CoinDeal.  

75. CoinDeal investors did not exercise any control or authority over the operations of 

CoinDeal.  Chandran exercised ultimate control and authority over CoinDeal, and investors 

relied on his purported managerial skills, along with the efforts of Glaspie, Woodbury, and 

Holverson, to provide a return on their investment.  

76. The Defendants used interstate commerce when they offered and sold CoinDeal 

investments in multiple states and countries by, among other things, corresponding with potential 

investors via email and teleconferences and receiving investor funds via interstate wire transfers.  

77. The CoinDeal investments offered and sold by the Defendants were securities.   

78. No registration statement was ever filed with the SEC or has ever been in effect 

with respect to any offers and sales of CoinDeal investments.   

COUNT I 
Violations of Section 17(a) of the Securities Act 

[15 U.S.C. § 77q(a)] 
 

79. Paragraphs 1 through 78 are realleged and incorporated by reference as though 

fully set forth herein. 

80. By engaging in the conduct described above, Defendants Woodbury and 

Holverson, in the offer and sale of securities, by the use of the means and instruments of 

transportation or communication in interstate commerce or by use of the mails, directly or 

indirectly, (i) employed devices, schemes and artifices to defraud; (ii) obtained money and 

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

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

were made, not misleading; and (iii) engaged in transactions, practices, and courses of business 

which operated or would operate as a fraud or deceit upon the purchasers of such securities.  

81. Defendants Woodbury and Holverson acted intentionally, knowingly, recklessly, 

or negligently, in engaging in the conduct described above.   

82. By engaging in the conduct described above, Defendants Woodbury and 

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

COUNT II 
Violations of Section 10(b) of the Exchange Act 

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

 
83. Paragraphs 1 through 78 are realleged and incorporated by reference. 

84. By engaging in the conduct described above, Defendants Woodbury and 

Holverson, in connection with the purchase and sale of securities, by the use of the means and 

instrumentalities of interstate commerce and by the use of the mails, directly and indirectly, (i) 

employed devices, schemes and artifices to defraud; (ii) made untrue statements of material fact 

and omitted to state material facts necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading; and (iii) engaged in acts, 

practices and courses of business which operated or would have operated as a fraud and deceit 

upon purchasers of securities and upon other persons. 

85. Defendants Woodbury and Holverson acted intentionally, knowingly, or 

recklessly, in engaging in the fraudulent conduct described above.  

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86. Through the foregoing, Defendants Woodbury and Holverson violated Section 

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

5].   

COUNT III 
Violations of Section 5(a) and (c) of the Securities Act 

[15 U.S.C. § 77e(a) and (c)] 
 

87. Paragraphs 1 through 78 are realleged and incorporated by reference. 

88. Defendants Woodbury and Holverson, directly or indirectly, as to CoinDeal 

securities: (a) made use of the means or instruments of transportation or communication in 

interstate commerce or of the mails to sell securities through the use or medium of a prospectus 

or otherwise; or carried securities or caused such securities to be carried through the mails or in 

interstate commerce, by means or instruments of transportation, for the purpose of sale or 

delivery after sale; and (b) made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or to offer to buy, through 

the use or medium of any prospectus or otherwise, securities without a registration statement 

having been filed with the SEC or being in effect as to such securities. 

89. No registration statements were filed with the SEC or were in effect in connection 

with offers or sales of CoinDeal securities by Defendants Woodbury and Holverson, and no 

exemption from the registration requirements applied to sales by Defendants Woodbury and 

Holverson.   

90. By engaging in the conduct described above, Defendants Woodbury and 

Holverson violated, and unless restrained and enjoined are reasonably likely to continue to 

violate Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)]. 

 

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COUNT IV 
Aiding and Abetting Violations of  
Section 10(b) of the Exchange Act 
and Exchange Act Rule 10b-5(b) 

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

91. Paragraphs 1 through 78 are realleged and incorporated by reference. 

92. As described above, Chandran, directly or indirectly, in connection with the 

purchase and sale of CoinDeal securities, by the use of the means and instrumentalities of 

interstate commerce and by the use of the mails, intentionally, knowingly, or recklessly made 

untrue statements of material fact and omitted to state material facts necessary in order to make 

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

misleading.  

93. By engaging in the conduct described, Chandran violated Section 10(b) of the 

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

94. Defendants Woodbury and Holverson intentionally, knowingly, or recklessly 

provided substantial assistance to Chandran.   

95. By reason of the foregoing, Defendants Woodbury and Holverson aided and 

abetted the violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder by 

Chandran and, pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendants 

Woodbury and Holverson are liable to the same extent as Chandran for his violations of Sections 

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

RELIEF REQUESTED 

 THEREFORE, the SEC requests that this Court: 

I. 

 Permanently enjoin Defendants, their officers, agents, servants, employees, attorneys and 

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those persons in active concert or participation with Defendants who receive actual notice of the 

order of this Court, by personal service or otherwise, and each of them from, directly or 

indirectly, engaging in the transactions, acts, practices or courses of business described above, or 

in conduct of similar purport and object, in violation of Section 17(a) of the Securities Act [15 

U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 CFR § 240.10b-5]; and Section 5 of the Securities Act [15 U.S.C. § 77e]; 

II. 

 Order Defendants to disgorge all ill-gotten gains and/or unjust enrichment received 

directly or indirectly, with pre-judgment interest thereon, as a result of the alleged violations, 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), (5) 

and (7)]; 

III. 

Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

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

IV. 

 Enter an Order, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] 

permanently prohibiting the Defendants from serving as an officer or director of any issuer that 

has a class of securities registered pursuant to Section 12 [15 U.S.C. § 78l] of the Exchange Act 

or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 

78o(d)]; 

V. 

 Grant any other relief this Court deems appropriate. 

  

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JURY DEMAND 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

Dated:  September 28, 2023    Respectfully Submitted, 
 

UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
 
 s/Michael D. Foster 
Michael D. Foster, Illinois Bar No. 6257063 
Dante A. Roldán, Illinois Bar No. 6316972 
Caryn Trombino, Illinois Bar No. 6284159 
U.S. Securities and Exchange Commission 
Chicago Regional Office 
175 West Jackson Blvd., Suite 1450 
Chicago, Illinois 60604 
(312) 353-7390 
(312) 353-7398 (facsimile) 
[email protected]  
[email protected] 
[email protected] 

 
Attorneys for Plaintiff 

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