SEC v. Jeremy Koski, No. 1:23-cv-07779, Southern District of New York (Sept. 1, 2023) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JEREMY KOSKI,

                                             Defendant.

COMPLAINT

23 Civ. 7779

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Jeremy Koski (“Koski” or “Defendant”), alleges as follows:
SUMMARY
1. Koski perpetrated a fraudulent scheme to artificially inflate the price of an equity
security by creating and disseminating fake press releases and fake redemption notices, which he
has since admitted under oath he fabricated for the purpose of inflating the security’s share price.
2. Koski committed his fraud through the CorTS Trust for J.C. Penney Debentures
Corporate-Backed Trust Securities Certificates of Structured Products Corp. (“COTRP”), a
structured equity security issued by a trust (“Trust”) that holds $100 million in 7.625%
J.C. Penney Company, Inc. (“J.C. Penney”) debentures due in 2097 (“Debentures”).
1
  Each
COTRP share (issued in the form of certificates) has a principal value of $25 and entitles the
holder to receive semi-annual interest payments and repayment of principal from the Trust
contingent on J.C. Penney’s payments of interest and principal on the underlying Debentures.
As of April 2021, Koski owned nearly 300,000 COTRP shares, representing more than 7% of all
COTRP shares issued and outstanding.

1
 A debenture is a form of debt secured by the debtor’s earning power, not by a lien on any asset.

2
3. In May 2021, Koski created fake redemption notices, on the letterhead of the
trustee for the Trust, falsely stating that the COTRP shares were being called for redemption
early and at their full principal value.  Koski anonymously posted the fake redemption notices on
multiple internet message boards.  The fake redemption notices caused COTRP’s share price to
spike and injured innocent investors who purchased COTRP at artificially inflated prices.  While
COTRP’s price was artificially inflated, Koski sold a small amount of his COTRP holdings.
4. Subsequently, Koski created fake COTRP press releases, which he designed to
look legitimate, falsely claiming that COTRP was converting to a so-called “cryptocurrency,”
and Koski published the press releases via a news distribution service in an attempt to further
manipulate the price of COTRP shares.
5. Koski has admitted to his scheme.  In sworn investigative testimony before the
Commission, he conceded that he fabricated the fake redemption notices and fake press releases,
that he knew their contents were false, and that he published them to try to create artificial
interest in and raise the price of COTRP shares.
6. By engaging in the conduct described above and herein, Koski has violated, and
unless enjoined will again violate, Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”)
[15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
7. The Commission brings this action pursuant to Securities Act Sections 20(b) and
20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)] to
enjoin such acts, practices, and courses of business, and to obtain civil money penalties.  The
Commission also seeks a judgment prohibiting Koski from participating in an offering of any

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penny stock pursuant to Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act
Section 21(d)(6) [15 U.S.C. § 78u(d)(6)], and also prohibiting Koski from directly or indirectly,
engaging in any activity for the purpose of inducing or attempting to induce the purchase or sale
of any security; causing any person or entity to engage in any activity for the purpose of inducing
or attempting to induce the purchase or sale of any security; or deriving compensation from any
activity engaged in for the purpose of inducing or attempting to induce the purchase or sale of
any security; unless that security is:  (i) listed on a national securities exchange; and (ii) has had a
market capitalization of at least $50,000,000 for 90 consecutive days pursuant to Exchange Act
Sections 21(d)(1) [15 U.S.C. § 78u(d)(1)] and 21(d)(5) [15 U.S.C. § 78u(d)(5)] and Securities
Act Section 20(b) [15 U.S.C. § 77t(b)].  Finally, the Commission seeks any other and further
relief the Court may deem just and appropriate.
JURISDICTION AND VENUE
8. This Court has jurisdiction pursuant to Securities Act Sections 20(d) and 22(a)
[15 U.S.C. §§ 77t(d) and 77v(a)] and Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d)
and 78aa].  Koski, directly and indirectly, made use of the mails, or the means and
instrumentalities of interstate commerce, in connection with the transactions, acts, practices, and
courses of business alleged herein.
9. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)]
and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions and
courses of business alleged in this Complaint occurred within the Southern District of New York.
Among other things, Koski disseminated his false statements into this District in the form of
false notices and press releases, and a victim of Koski’s fraud is located and suffered losses in

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this District.  Additionally, the Trust that issued the securities that are the subject of Koski’s false
statements is headquartered in this District.
DEFENDANT
10. Koski, age 45, is a resident of Kapaau, Hawaii.  Koski has previously worked as
an information technology specialist in the aerospace industry but is currently unemployed.
RELEVANT NON-PARTY
11. CorTS Trust for J.C. Penney Debentures is a Trust with its current principal place
of business in New York, New York.  The Trust was formed in May 1999 for the purpose of
holding $100,000,000 7.625% Debentures due 2097 issued by J.C. Penney.  The Trust issued
4 million securities in the form of certificates, with a principal value of $25, each of which
entitled the holder to receive semi-annual interest payments on the security’s principal amount at
the rate of 7.625% per annum and a pro rata share of a single payment of $100,000,000 in
principal due from J.C. Penney in 2097.  Each certificate trades under the symbol COTRP in the
over-the counter market and is a “penny stock” as defined in 17 C.F.R. § 240.3a51-1.  The sole
source of interest and principal payments to the holders of COTRP is payment by J.C. Penney on
the underlying Debentures held by the Trust.  The trustee for the Trust is U.S. Bank Trust
National Association (“U.S. Bank”).
DEFENDANT’S FRAUDULENT SCHEME
12. In September 2020, Koski began purchasing COTRP shares and, over the next
seven months, acquired 287,388 COTRP shares at a total cost of approximately $301,973, or an
average price of approximately $1.05 per share.  Koski’s COTRP holdings represented more
than 7% of all COTRP shares outstanding.
13. By the end of April 2021, at a time when J.C. Penney was less than five months
removed from exiting Chapter 11 bankruptcy, COTRP—the value of which was directly linked

5
to J.C. Penney’s payment of semi-annual interest and principal on the Debentures to the Trust—
was trading at a price of approximately $0.07 per share.
14. At that time, the total value of Koski’s COTRP’s shares, based on the market
price, was approximately $20,700, representing an unrealized loss to Koski of more than
$281,000.
15. Faced with a more than 90% loss on his investment, Koski orchestrated an
unlawful scheme to artificially inflate the value of COTRP by publishing false statements
concerning the Trustee’s intention to redeem the COTRP certificates early and COTRP’s future
business plans.
I. Koski Makes False Statements About the Redemption of the Debentures.
16. On or about May 5, 2021, Koski forged a fake notice on the letterhead of U.S.
Bank, the trustee for the Trust that held the Debentures and issued COTRP, in which Koski
wrote that $4 million of COTRP shares would be redeemed at their full principal value on June
14, 2021 (“False Redemption Notice”).
17. Koski knew that this statement was false and that neither U.S. Bank, as Trustee
for COTRP, nor J.C. Penney as debtor for the Debentures, had stated that the COTRP shares
would be redeemed early or that J.C. Penney would pay the principal of any Debentures before
the due date in 2097.
18. On Friday, May 7, 2021, after the market closed, Koski—using an anonymous
user name that he had created with an alias—posted the False Redemption Notice to
InvestorsHub.com’s COTRP message board, an internet forum for discussing investments in
COTRP.
19. A few hours later, Koski—using another anonymous user name—posted a
screenshot of a different version of the False Redemption Notice on Stocktwits.com’s message

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board, another internet forum for investor discussion, which falsely stated that $100 million of
the COTRP shares would be redeemed early on June 14, 2021.
20. When posting the False Redemption Notices, Koski used a virtual private
network, or VPN, to attempt to hide his IP address and further mask his identity.
21. Koski knowingly posted the False Redemption Notices, which he had fabricated
and knew were false, for the purpose of artificially increasing COTRP’s share price.
22. Koski’s fraudulent message board activity did just that, causing a large spike in
both COTRP’s share price and trading volume after market open on Monday, May 10, 2021.
23. In the 30 days before Koski posted the False Redemption Notices, COTRP shares
traded between approximately $0.01 and $0.27 per share, and an average of approximately 3,200
COTRP shares were traded each day.
24. In the first trading day after Koski posted the False Redemption Notices, May 10,
2021, COTRP’s price reached $1.11 per share, nearly 600% above COTRP’s May 7, 2021,
closing price of $0.19.  Also that day, more than 270,000 COTRP shares were traded,
approximately 85 times more than the average daily trading volume over the prior 30 days.
25. On May 10, 2021, while the price for COTRP shares was artificially inflated,
Koski sold 800 of his COTRP shares and received proceeds of $815.
26. Koski’s fraud harmed investors who purchased COTRP shares at artificially
inflated prices on May 10, 2021 and in the days that followed.
27. On March 23, 2023, during investigative testimony before the Commission, Koski
admitted, under oath, that he (i) fabricated the False Redemption Notices; (ii) knew their contents
were false; and (iii) posted them to InvestorsHub.com and Stocktwits.com for the purpose of
artificially inflating COTRP’s share price.

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II. Koski Makes False Statements About
COTRP’s Purported Cryptocurrency Business.
28. Between September and November 2021, Koski engaged in a second scheme to
manipulate the price of COTRP shares.  During that time, Koski’s COTRP holdings continued to
be substantial.  As of September 23, 2021, Koski held approximately 311,280 COTRP shares, or
more than 7.5% of all COTRP shares issued and outstanding.
29. To further his scheme, on or about September 24, 2021, Koski concocted a fake
press release under COTRP’s name (the “False Press Release”), in which Koski wrote that
“COTRP is pleased to announce its developing new technology to convert CUSIP 220803100
COTRP certificates to COTRP cryptocurrency in collaboration with Jim Simons,” referring to
the well-known founder of the Renaissance Technologies hedge fund.
30. In the False Press Release, Koski wrote that COTRP’s conversion to a purported
“cryptocurrency” “should allow the fund to recover the face value of $25” for each COTRP
share.
31. Koski knew that each of the foregoing statements he made in the False Press
Release was false.  Koski knew that COTRP had not announced any plan to convert to a so-
called “cryptocurrency,” any plan to allow holders of COTRP to recover the $25 face value of
their securities, or any collaboration with Jim Simons.
32. To create the appearance of legitimacy and further deceive investors, Koski wrote
in the False Press Release that COTRP’s media contact could be reached at an email address
with the domain “cotrp.net.”
33. That, too, was false, as Koski knew.  The “cotrp.net” domain is not associated
with COTRP, but had been created and registered by Koski one day earlier.

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34. On September 24 and November 15, 2021, Koski paid to publish substantially
identical versions of the False Press Release on Issuewire.com, a press release distribution
service that assists in causing press releases to be widely distributed.
35. At the same time, Koski attempted to publish the False Press Release via the
InvestorsHub.com NewsWire service, another portal for widely distributing press releases, but
InvestorsHub.com NewsWire rejected the False Press Release.
36. From July 9 through September 24, 2021, Koski purchased an additional 23,442
COTRP shares, generally submitting numerous bids for small quantities at above-market prices,
in an attempt to further manipulate COTRP’s share price and deceive investors.
37. Despite Koski’s fraudulent and manipulative conduct, COTRP’s share price and
trading volume did not change significantly following the publication of the False Press Releases
or his manipulative trading between July and September 2021.
38. On March 23, 2023, during his investigative testimony before the Commission,
Koski conceded, under oath, that he (i) fabricated the False Press Releases; (ii) knew their
contents were false; and (iii) published them via Issuewire.com for the purpose of artificially
inflating COTRP’s share price.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
39. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 38.
40. Defendant, directly or indirectly, in the offer or sale of securities, by the use of the
means or instruments of transportation or communication in interstate commerce or the mails,
have: (a) employed one or more devices, schemes or artifices to defraud, (b) obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material

9
fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading, and/or (c) engaged in one or more transactions, practices, or
courses of business which operated or would operate as a fraud or deceit upon the purchaser.
41. By reason of the foregoing, Defendant, directly or indirectly, has violated and,
unless enjoined, will again violate, Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
42. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 38.
43. Defendant, directly or indirectly, in connection with the purchase or sale of
securities, by the use of means or instrumentalities of interstate commerce, or the mails, or the
facilities of a national securities exchange, knowingly or recklessly (a) employed one or more
devices, schemes, or artifices to defraud, (b) made one or more untrue statements of a material
fact or omitted to state one or more material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading, and/or
(c) engaged in one or more acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons.
44. By reason of the foregoing, Defendant, directly or indirectly, has violated and,
unless enjoined, will again violate, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5].

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PRAYER FOR RELIEF

 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Finding that Defendant committed the violations alleged in this Complaint;
II.
Permanently enjoining Defendant from violating, directly or indirectly, Securities Act
Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)], and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5].
III.
Ordering Defendant to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
IV.
Permanently prohibiting Defendant from participating in any offering of any penny stock
pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Exchange Act Section
21(d)(6) [15 U.S.C. § 78u(d)(6)]; and
V.
Permanently prohibiting Defendant from directly or indirectly, engaging in any activity
for the purpose of inducing or attempting to induce the purchase or sale of any security; causing
any person or entity to engage in any activity for the purpose of inducing or attempting to induce
the purchase or sale of any security; or deriving compensation from any activity engaged in for
the purpose of inducing or attempting to induce the purchase or sale of any security; unless that
security is:  (a) listed on a national securities exchange; and (b) has had a market capitalization of

11
at least $50,000,000 for 90 consecutive days, pursuant to Exchange Act Sections 21(d)(1) [15
U.S.C. § 78u(d)(1)] and 21(d)(5) [15 U.S.C. § 78u(d)(5)] and Securities Act Section 20(b)
[15 U.S.C. § 77t(b)]; and
VI.
Granting any other and further relief this Court may deem just and proper.
Dated:  New York, New York
September 1, 2023
      /s/ Antonia M. Apps            .
ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
George N. Stepaniuk
Christopher M. Colorado
Mariel Bronen
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004-2616
(212) 336-9143 (Colorado)
[email protected]

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JEREMY KOSKI, 
 
                                             Defendant.  

 
 
 
COMPLAINT 

   
23 Civ. 7779 

 
   

JURY TRIAL DEMANDED 
  

          

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

Jeremy Koski (“Koski” or “Defendant”), alleges as follows: 

SUMMARY 

1. Koski perpetrated a fraudulent scheme to artificially inflate the price of an equity 

security by creating and disseminating fake press releases and fake redemption notices, which he 

has since admitted under oath he fabricated for the purpose of inflating the security’s share price.  

2. Koski committed his fraud through the CorTS Trust for J.C. Penney Debentures 

Corporate-Backed Trust Securities Certificates of Structured Products Corp. (“COTRP”), a 

structured equity security issued by a trust (“Trust”) that holds $100 million in 7.625% 

J.C. Penney Company, Inc. (“J.C. Penney”) debentures due in 2097 (“Debentures”).1  Each 

COTRP share (issued in the form of certificates) has a principal value of $25 and entitles the 

holder to receive semi-annual interest payments and repayment of principal from the Trust 

contingent on J.C. Penney’s payments of interest and principal on the underlying Debentures.  

As of April 2021, Koski owned nearly 300,000 COTRP shares, representing more than 7% of all 

COTRP shares issued and outstanding. 

 
1 A debenture is a form of debt secured by the debtor’s earning power, not by a lien on any asset. 

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3. In May 2021, Koski created fake redemption notices, on the letterhead of the 

trustee for the Trust, falsely stating that the COTRP shares were being called for redemption 

early and at their full principal value.  Koski anonymously posted the fake redemption notices on 

multiple internet message boards.  The fake redemption notices caused COTRP’s share price to 

spike and injured innocent investors who purchased COTRP at artificially inflated prices.  While 

COTRP’s price was artificially inflated, Koski sold a small amount of his COTRP holdings.   

4. Subsequently, Koski created fake COTRP press releases, which he designed to 

look legitimate, falsely claiming that COTRP was converting to a so-called “cryptocurrency,” 

and Koski published the press releases via a news distribution service in an attempt to further 

manipulate the price of COTRP shares. 

5. Koski has admitted to his scheme.  In sworn investigative testimony before the 

Commission, he conceded that he fabricated the fake redemption notices and fake press releases, 

that he knew their contents were false, and that he published them to try to create artificial 

interest in and raise the price of COTRP shares. 

6. By engaging in the conduct described above and herein, Koski has violated, and 

unless enjoined will again violate, Section 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 

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

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

7. The Commission brings this action pursuant to Securities Act Sections 20(b) and 

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

enjoin such acts, practices, and courses of business, and to obtain civil money penalties.  The 

Commission also seeks a judgment prohibiting Koski from participating in an offering of any 

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penny stock pursuant to Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act 

Section 21(d)(6) [15 U.S.C. § 78u(d)(6)], and also prohibiting Koski from directly or indirectly, 

engaging in any activity for the purpose of inducing or attempting to induce the purchase or sale 

of any security; causing any person or entity to engage in any activity for the purpose of inducing 

or attempting to induce the purchase or sale of any security; or deriving compensation from any 

activity engaged in for the purpose of inducing or attempting to induce the purchase or sale of 

any security; unless that security is:  (i) listed on a national securities exchange; and (ii) has had a 

market capitalization of at least $50,000,000 for 90 consecutive days pursuant to Exchange Act 

Sections 21(d)(1) [15 U.S.C. § 78u(d)(1)] and 21(d)(5) [15 U.S.C. § 78u(d)(5)] and Securities 

Act Section 20(b) [15 U.S.C. § 77t(b)].  Finally, the Commission seeks any other and further 

relief the Court may deem just and appropriate. 

JURISDICTION AND VENUE 

8. This Court has jurisdiction pursuant to Securities Act Sections 20(d) and 22(a) 

[15 U.S.C. §§ 77t(d) and 77v(a)] and Exchange Act Sections 21(d) and 27 [15 U.S.C. §§ 78u(d) 

and 78aa].  Koski, directly and indirectly, made use of the mails, or the means and 

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

courses of business alleged herein. 

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

and Exchange Act Section 27 [15 U.S.C. § 78aa].  Certain of the acts, practices, transactions and 

courses of business alleged in this Complaint occurred within the Southern District of New York. 

Among other things, Koski disseminated his false statements into this District in the form of 

false notices and press releases, and a victim of Koski’s fraud is located and suffered losses in 

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this District.  Additionally, the Trust that issued the securities that are the subject of Koski’s false 

statements is headquartered in this District. 

DEFENDANT 

10. Koski, age 45, is a resident of Kapaau, Hawaii.  Koski has previously worked as 

an information technology specialist in the aerospace industry but is currently unemployed. 

RELEVANT NON-PARTY 

11. CorTS Trust for J.C. Penney Debentures is a Trust with its current principal place 

of business in New York, New York.  The Trust was formed in May 1999 for the purpose of 

holding $100,000,000 7.625% Debentures due 2097 issued by J.C. Penney.  The Trust issued 

4 million securities in the form of certificates, with a principal value of $25, each of which 

entitled the holder to receive semi-annual interest payments on the security’s principal amount at 

the rate of 7.625% per annum and a pro rata share of a single payment of $100,000,000 in 

principal due from J.C. Penney in 2097.  Each certificate trades under the symbol COTRP in the 

over-the counter market and is a “penny stock” as defined in 17 C.F.R. § 240.3a51-1.  The sole 

source of interest and principal payments to the holders of COTRP is payment by J.C. Penney on 

the underlying Debentures held by the Trust.  The trustee for the Trust is U.S. Bank Trust 

National Association (“U.S. Bank”).  

DEFENDANT’S FRAUDULENT SCHEME 

12. In September 2020, Koski began purchasing COTRP shares and, over the next 

seven months, acquired 287,388 COTRP shares at a total cost of approximately $301,973, or an 

average price of approximately $1.05 per share.  Koski’s COTRP holdings represented more 

than 7% of all COTRP shares outstanding. 

13. By the end of April 2021, at a time when J.C. Penney was less than five months 

removed from exiting Chapter 11 bankruptcy, COTRP—the value of which was directly linked 

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 5

to J.C. Penney’s payment of semi-annual interest and principal on the Debentures to the Trust—

was trading at a price of approximately $0.07 per share.   

14. At that time, the total value of Koski’s COTRP’s shares, based on the market 

price, was approximately $20,700, representing an unrealized loss to Koski of more than 

$281,000. 

15. Faced with a more than 90% loss on his investment, Koski orchestrated an 

unlawful scheme to artificially inflate the value of COTRP by publishing false statements 

concerning the Trustee’s intention to redeem the COTRP certificates early and COTRP’s future 

business plans. 

I. Koski Makes False Statements About the Redemption of the Debentures. 

16. On or about May 5, 2021, Koski forged a fake notice on the letterhead of U.S. 

Bank, the trustee for the Trust that held the Debentures and issued COTRP, in which Koski 

wrote that $4 million of COTRP shares would be redeemed at their full principal value on June 

14, 2021 (“False Redemption Notice”).   

17. Koski knew that this statement was false and that neither U.S. Bank, as Trustee 

for COTRP, nor J.C. Penney as debtor for the Debentures, had stated that the COTRP shares 

would be redeemed early or that J.C. Penney would pay the principal of any Debentures before 

the due date in 2097. 

18. On Friday, May 7, 2021, after the market closed, Koski—using an anonymous 

user name that he had created with an alias—posted the False Redemption Notice to 

InvestorsHub.com’s COTRP message board, an internet forum for discussing investments in 

COTRP. 

19. A few hours later, Koski—using another anonymous user name—posted a 

screenshot of a different version of the False Redemption Notice on Stocktwits.com’s message 

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board, another internet forum for investor discussion, which falsely stated that $100 million of 

the COTRP shares would be redeemed early on June 14, 2021. 

20. When posting the False Redemption Notices, Koski used a virtual private 

network, or VPN, to attempt to hide his IP address and further mask his identity. 

21. Koski knowingly posted the False Redemption Notices, which he had fabricated 

and knew were false, for the purpose of artificially increasing COTRP’s share price.   

22. Koski’s fraudulent message board activity did just that, causing a large spike in 

both COTRP’s share price and trading volume after market open on Monday, May 10, 2021. 

23. In the 30 days before Koski posted the False Redemption Notices, COTRP shares 

traded between approximately $0.01 and $0.27 per share, and an average of approximately 3,200 

COTRP shares were traded each day. 

24. In the first trading day after Koski posted the False Redemption Notices, May 10, 

2021, COTRP’s price reached $1.11 per share, nearly 600% above COTRP’s May 7, 2021, 

closing price of $0.19.  Also that day, more than 270,000 COTRP shares were traded, 

approximately 85 times more than the average daily trading volume over the prior 30 days. 

25. On May 10, 2021, while the price for COTRP shares was artificially inflated, 

Koski sold 800 of his COTRP shares and received proceeds of $815. 

26. Koski’s fraud harmed investors who purchased COTRP shares at artificially 

inflated prices on May 10, 2021 and in the days that followed. 

27. On March 23, 2023, during investigative testimony before the Commission, Koski 

admitted, under oath, that he (i) fabricated the False Redemption Notices; (ii) knew their contents 

were false; and (iii) posted them to InvestorsHub.com and Stocktwits.com for the purpose of 

artificially inflating COTRP’s share price. 

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II. Koski Makes False Statements About   
COTRP’s Purported Cryptocurrency Business.  

28. Between September and November 2021, Koski engaged in a second scheme to 

manipulate the price of COTRP shares.  During that time, Koski’s COTRP holdings continued to 

be substantial.  As of September 23, 2021, Koski held approximately 311,280 COTRP shares, or 

more than 7.5% of all COTRP shares issued and outstanding. 

29. To further his scheme, on or about September 24, 2021, Koski concocted a fake 

press release under COTRP’s name (the “False Press Release”), in which Koski wrote that 

“COTRP is pleased to announce its developing new technology to convert CUSIP 220803100 

COTRP certificates to COTRP cryptocurrency in collaboration with Jim Simons,” referring to 

the well-known founder of the Renaissance Technologies hedge fund.   

30. In the False Press Release, Koski wrote that COTRP’s conversion to a purported 

“cryptocurrency” “should allow the fund to recover the face value of $25” for each COTRP 

share.     

31. Koski knew that each of the foregoing statements he made in the False Press 

Release was false.  Koski knew that COTRP had not announced any plan to convert to a so-

called “cryptocurrency,” any plan to allow holders of COTRP to recover the $25 face value of 

their securities, or any collaboration with Jim Simons.   

32. To create the appearance of legitimacy and further deceive investors, Koski wrote 

in the False Press Release that COTRP’s media contact could be reached at an email address 

with the domain “cotrp.net.”   

33. That, too, was false, as Koski knew.  The “cotrp.net” domain is not associated 

with COTRP, but had been created and registered by Koski one day earlier.   

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34. On September 24 and November 15, 2021, Koski paid to publish substantially 

identical versions of the False Press Release on Issuewire.com, a press release distribution 

service that assists in causing press releases to be widely distributed.   

35. At the same time, Koski attempted to publish the False Press Release via the 

InvestorsHub.com NewsWire service, another portal for widely distributing press releases, but 

InvestorsHub.com NewsWire rejected the False Press Release. 

36. From July 9 through September 24, 2021, Koski purchased an additional 23,442 

COTRP shares, generally submitting numerous bids for small quantities at above-market prices, 

in an attempt to further manipulate COTRP’s share price and deceive investors.  

37. Despite Koski’s fraudulent and manipulative conduct, COTRP’s share price and 

trading volume did not change significantly following the publication of the False Press Releases 

or his manipulative trading between July and September 2021. 

38. On March 23, 2023, during his investigative testimony before the Commission, 

Koski conceded, under oath, that he (i) fabricated the False Press Releases; (ii) knew their 

contents were false; and (iii) published them via Issuewire.com for the purpose of artificially 

inflating COTRP’s share price. 

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

39. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 38. 

40. Defendant, directly or indirectly, in the offer or sale of securities, by the use of the 

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

have: (a) employed one or more devices, schemes or artifices to defraud, (b) obtained money or 

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

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

they were made, not misleading, and/or (c) engaged in one or more transactions, practices, or 

courses of business which operated or would operate as a fraud or deceit upon the purchaser. 

41. By reason of the foregoing, Defendant, directly or indirectly, has violated and, 

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

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

42. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 38. 

43. Defendant, directly or indirectly, in connection with the purchase or sale of 

securities, by the use of means or instrumentalities of interstate commerce, or the mails, or the 

facilities of a national securities exchange, knowingly or recklessly (a) employed one or more 

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

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

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

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

operate as a fraud or deceit upon other persons. 

44. By reason of the foregoing, Defendant, directly or indirectly, has violated and, 

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

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

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PRAYER FOR RELIEF 
 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Finding that Defendant committed the violations alleged in this Complaint; 

II. 

Permanently enjoining Defendant from violating, directly or indirectly, Securities Act 

Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. § 78j(b)], and Rule 

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

III. 

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

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

IV. 

Permanently prohibiting Defendant from participating in any offering of any penny stock 

pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Exchange Act Section 

21(d)(6) [15 U.S.C. § 78u(d)(6)]; and 

V. 

Permanently prohibiting Defendant from directly or indirectly, engaging in any activity 

for the purpose of inducing or attempting to induce the purchase or sale of any security; causing 

any person or entity to engage in any activity for the purpose of inducing or attempting to induce 

the purchase or sale of any security; or deriving compensation from any activity engaged in for 

the purpose of inducing or attempting to induce the purchase or sale of any security; unless that 

security is:  (a) listed on a national securities exchange; and (b) has had a market capitalization of 

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at least $50,000,000 for 90 consecutive days, pursuant to Exchange Act Sections 21(d)(1) [15 

U.S.C. § 78u(d)(1)] and 21(d)(5) [15 U.S.C. § 78u(d)(5)] and Securities Act Section 20(b) 

[15 U.S.C. § 77t(b)]; and 

VI. 

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

Dated: New York, New York 
September 1, 2023 

      /s/ Antonia M. Apps            . 
ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
George N. Stepaniuk  
Christopher M. Colorado            
Mariel Bronen  
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
(212) 336-9143 (Colorado) 
[email protected] 

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