SEC v. Keith Crews; Four (4) Square Biz LLC; and Stem Biotech LLC, No. 1:23-cv-03658-SEG, Northern District of Georgia (Aug. 18, 2023) — Complaint

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UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

Civil Action No.:

    __________________

    JURY DEMAND

COMPLAINT

Plaintiff, the United States Securities and Exchange Commission (“Plaintiff,”
“Commission” or “SEC”), alleges the following:
1. This matter involves an affinity offering fraud perpetrated by
Defendant Keith Crews (“Crews”) through two entities which he owned and
controlled, Four (4) Square Biz LLC (“4 Square Biz”) and Stem Biotech LLC
(“Stem Biotech”).
2. Between at least October 2019 and May 2021, Crews raised at least
$800,000 from approximately 200 investors –    many of whom were solicited through

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

   v.

KEITH CREWS,

Defendant.

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relationships in African-American and church communities –   through the sale of a
purported crypto asset security named “Stemy Coin.”
3. In connection with the offer and sale of Stemy Coin, Crews and his
entities made numerous material misstatements and omissions, including that Stemy
Coin was backed by stem cell technology and other assets, that Stem Biotech had
existing operations and stem cell products, that Stem Biotech had existing
partnerships with entities involved in the stem cell industry – with one of those
entity’s owners serving as the Chief Executive Officer of Stem Biotech – and that
the investment in Stemy Coin would provide substantial dividend returns and
“legacy wealth.”
4. In fact, Crews and his entities had no existing stem cell technology,
products, or operations, there was no partnership with the claimed entities – much
less service as CEO by one of those entity’s leaders – and any returns on their
Stemy Coin investment were highly speculative at best.
VIOLATIONS

5. Crews has engaged in and, unless restrained and enjoined by this
Court, will continue to engage in acts and practices that constitute and will
constitute violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c) and 77q(a)], Section 10(b) of the

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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].
DEFENDANT AND RELEVANT ENTITIES
6. Defendant Keith Crews, 69 years old, is a resident of Kennesaw,
Georgia.  Crews is the Chairman of and controlled Stem Biotech and 4 Square Biz
for all times relevant to this complaint.
7. Four (4) Square Biz LLC (“4 Square Biz”) was a Wyoming limited
liability company with its principal place of business in Kennesaw, Georgia.  4
Square Biz has been controlled by Crews since its formation.  On September 8,
2021, 4 Square Biz was administratively dissolved due to its failure to file its annual
report.
8. Stem Biotech LLC (“Stem Biotech”) was a Wyoming limited liability
company with its principal place of business in Kennesaw, Georgia.  Stem Biotech
was owned by 4 Square Biz and controlled by Crews since its formation.  On July 9,
2021, Stem Biotech was administratively dissolved due to its failure to file its
annual report.
JURISDICTION AND VENUE

9. The Commission brings this action pursuant to Sections 20 and 22 of
the Securities Act [15 U.S.C. §§ 77t and 77b] and Sections 21(d) and 21(e) of the

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Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin Crews from engaging in
the transactions, acts, practices, and courses of business alleged in this complaint,
and transactions, acts, practices, and courses of business of similar purport and
object, for civil penalties, and for other equitable relief.
10. This Court has jurisdiction over this action pursuant to Section 22 of
the Securities Act [15 U.S.C. § 77v] and Sections 21(d), 21(e) and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa].
11. Crews, directly and indirectly, made use of the mails and the means
and instrumentalities of interstate commerce in connection with the transactions,
acts, practices, and courses of business alleged in this complaint.
12. Venue is proper in this Court because certain of the transactions, acts,
practices, and courses of business constituting violations of the Securities Act and
the Exchange Act occurred in this District, Defendant Crews resides   in this District
and Stem Biotech and 4 Square Biz had their principal place of business in this
District.
THE OFFER AND SALE OF STEMY COIN
13. Crews formed 4 Square Biz in or about July 2018.  According to its
website, 4 Square Biz planned to develop online banking systems and exchanges
using blockchain technology.  In or about May 2019, Crews formed Stem Biotech
as a subsidiary of 4 Square Biz.

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14. Stem Biotech’s purported “goal [was] to deploy worldwide advanced
rejuvenation centers utilizing the latest and greatest stem cell technology to reverse
aging and illness plaguing human beings on planet earth.”  Since the start of the
pandemic in early 2020, Stem Biotech also represented that its stem cell treatments
aid in the fight against Covid-19.
15. In or about May 2019, Crews, through 4 Square Biz and Stem Biotech,
supposedly launched a crypto wallet to  sell “Stemy Coin,” a purported crypto asset
allegedly backed by Stem Biotech’s stem cell technology and hard assets such as
gold.
16. From at least October 2019 to May 2021, Crews offered and sold
Stemy Coin to investors (often through email or telephone) through specific and
general solicitations, including information on 4 Square Biz’s and Stem Biotech’s
websites, and a network of “ambassadors” who solicited investors using materials
and information Crews created or reviewed and approved.  Crews used his
connections in the African-American community to solicit investors – many of
whom were non-accredited – and also recruited investors through relationships at
church and a Bible study.
17. Through these solicitations, 4 Square Biz’s and Stem Biotech’s
websites and other offering materials provided to investors and prospective
investors, Crews offered and sold Stemy Coin claiming, among other things, that:

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• Stem Biotech had existing assets, operations, and products and a
successful history and track record, including their own labs and
stem cell products, a “legacy of delivering transformational
treatments,” “dozens of other FDA studies,” and their “own
research, as well as partnerships with universities, medical
research institutions and other global pharmaceutical leaders,
[through which] Stem Biotech is bringing forward scientific and
clinical advancements that prevent, treat or cure life-threatening
diseases”;

• Stemy Coin “is backed by both stem cell technology and hard
assets such as gold”;

• Stem Biotech had a partnership with Alexandros LLC
(“Alexandros”) – an entity owned by Dr. Nayan Shah – and Dr.
Shah was serving as Chief Executive Officer of Stem Biotech,
overseeing “the company’s research and preclinical programs,”
and “leading efforts to advance multiple products from early-
stage research into clinical development”;

• Stem Biotech had a partnership with BHI Therapeutic Sciences
(“BHI”), an entity engaged in stem cell research and treatment;

• Crews was a successful businessman with experience in
marketing, telecommunications, renewable energy, and oil and
gas who had founded and/or served as the president and CEO of
multiple, successful companies; and

• Investors would receive substantial returns on their investment
through dividends and great increases in the value of Stemy
Coin.

18. Through these and other misstatements and omissions, Crews lured as

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many as 200 investors to invest at least $800,000 in Stemy Coin, several of whom
invested their money through cash transfer apps and wire transfers.
CREWS’S MATERIAL MISSTATEMENTS AND OMISSIONS
19. Contrary to Crews’s statements to investors and prospective investors,
Stem Biotech never had any labs, delivered any treatments, conducted any stem cell
research, developed or sold any stem cell products, had existing stem cell business
operations or any legacy or track record in that area.  In short, none of Stem
Biotech, 4 Square Biz or Crews owned stem cell technology or, upon information
and belief, other assets to provide security to the investors of Stemy Coin.
20. Additionally, neither Stem Biotech nor 4 Square Biz had any
partnership with Alexandros,  and Dr. Shah never served as an officer of Stem
Biotech.  In May 2020,   Dr. Shah specifically asked Crews to stop using his and
Alexandros’s   name in connection with Crews’s   businesses.
21. Similarly, none of Stem Biotech, 4 Square Biz or Crews ever had any
rights to BHI’s intellectual property.  In January 2021, BHI sent a cease and desist
letter to Crews, requesting that he stop using BHI’s name, logo, products, or videos
to solicit investors for Crews’s   entities.
22. Contrary to his portrayal as a successful business person, undisclosed
to investors, Crews had also personally filed for bankruptcy multiple times.
23. And, far from being a reliable source of future income and substantial

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asset growth, any investment in Stemy Coin was highly speculative and uncertain at
best.
24. Stemy Coin cannot be traded, exchanged, or used to pay for services.
Moreover, investors have not received any dividends or returns on their
investments.
CREWS’S SECURITIES REGISTRATION VIOLATIONS
25. Crews engaged in the offers or sales of Stemy Coin without filing a
registration statement with the Commission or without any exemption from
registration available.
26. Crews offered and sold these securities via email and publicly available
websites, accepting investors from multiple states.
27. Many of the investors made their investments by electronically
transferring their funds through cash transfer apps or wire transfers.
28. Many of the investors in Stemy Coin were not qualified as accredited
investors.
29. Crews did not take reasonable steps to verify that investors were
accredited; he had little to no personal knowledge of most of the investors’ financial
circumstances and did not take steps to determine or verify their financial condition.
30. While Crews subsequently sent out investor communications
promising to return funds invested by unaccredited investors, upon information and

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belief, no such investor funds have ever been returned.
COUNT I
FRAUD

Violations of Section 17(a)(1) of the Securities Act
[15 U.S.C. § 77q(a)(1)]

31. Paragraphs 1 through 30 are hereby realleged and incorporated herein by
reference.
32. Between at least October 2019 and May 2021, Crews, in the offer and
sale of the securities described herein, by the use of means and instruments of
transportation and communication in interstate commerce and by use of the mails,
directly and indirectly, employed devices, schemes and artifices to defraud purchasers
of such securities; all as more particularly described above.
33. Crews knowingly, intentionally, and/or recklessly engaged in the
aforementioned devices, schemes and artifices to defraud.
34. While engaging in the course of conduct described above, Crews acted
with scienter, that is, with an intent to deceive, manipulate or defraud or with a severe
reckless disregard for the truth.
35. By reason of the foregoing, Crews, directly and indirectly, has  violated
and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15
U.S.C. § 77q(a)(1)].

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COUNT II
FRAUD

Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]

36. Paragraphs 1 through 30 are hereby realleged and incorporated herein by
reference.
37. Between at least October 2019 and May 2021, Crews, in the offer and
sale of the securities described herein, by use of means and instruments of
transportation and communication in interstate commerce and by use of the mails,
directly and indirectly:
 a.  obtained money and property by means of untrue
statements of material fact 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

 b.    engaged in transactions, practices and courses of
business which would and did operate as a fraud and
deceit upon the purchasers of such securities; all as more
particularly described above.

 38.    By reason of the foregoing, Crews, directly and indirectly, has  violated
and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the
Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)].

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COUNT III
FRAUD

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

39. Paragraphs 1 through 30 are hereby realleged and incorporated herein by
reference.
40. Between at least October 2019 and May 2021, Crews, in connection with
the purchase and sale of securities described herein, by the use of the means and
instrumentalities of interstate commerce and by use of the mails, directly and
indirectly:
a. employed devices, schemes, and artifices to defraud;

b. made untrue statements of material fact and omitted to
state material facts necessary in order to make the
statements made, in light of the circumstances under
which they were made, not misleading; and

c. engaged in acts, practices, and courses of business
which would and did operate as a fraud and deceit
upon the purchasers of such securities; all as more
particularly described above.

 41.    Crews  intentionally and/or recklessly engaged in the aforementioned
devices, schemes and artifices to defraud, made untrue statements of material facts and
omitted to state material facts, and engaged in fraudulent acts, practices and courses of
business.  In engaging in such conduct, Crews acted with scienter, that is, with an

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intent to deceive, manipulate or defraud or with a severe reckless disregard for the
truth.
 42.    By reason of the foregoing, Crews, directly and indirectly, has  violated
and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Sections (a), (b), and (c) of Rule 10b-5 thereunder [17 C.F.R.
§§ 240.10b-5(a), (b), and (c)].
COUNT IV
SECURITES REGISTRATION VIOLATIONS

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

43. Paragraphs 1 through 30 are hereby realleged and incorporated herein by
reference.
44. Crews offered and sold securities in the form of Stemy Coins.
45. Crews used interstate transportation, communication or mails in
connection with the sale of these securities.
46. At the time of the offer and sale of these securities, no registration
statement was in effect nor any exemption applicable as to the securities offered and
sold.
47. By reason of the foregoing, Crews has violated and, unless enjoined,
will continue to violate Sections 5(a) and (c) of the Securities Act [15 U.S.C.
§§ 77e(a) and 77e(c)].

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PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully prays for:
I.
  Findings of fact and conclusions of law pursuant to Rule 52 of the Federal
Rules of Civil Procedure, finding that Defendant Crews committed the violations
alleged.
II.
An order permanently restraining and enjoining Crews from the violations
all   eged herein.
III.
 An order requiring Crews to disgorge ill-gotten gains or unjust enrichment
derived from the activities set forth in this Complaint, together with prejudgment
interest thereon.
IV.
An order requiring Crews to pay a civil penalty pursuant to Section 21(d) of
the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(d) of the Securities Act [15
U.S.C. § 77t(d)].
V.
An order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)]

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and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] barring Crews
from serving as an officer or director of a public company.
VI.

An order pursuant to Section 20(b) of the Securities Act and Sections
21(d)(1) and/or 21(d)(5) of the Exchange Act   permanently restraining and enjoining
Crews from participating, directly or indirectly, in any offering of securities,
including any crypto asset security; provided, however, that such injunction shall
not prevent Crews from purchasing or selling securities for his own personal
account.
VII.
 Granting such other and further relief as this Court may deem just,
equitable, and appropriate.

JURY TRIAL DEMAND
 The Commission hereby demands a trial by jury as to all issues that may be
so tried.

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 This 17th  day of August 2023.

     Respectfully submitted,

/s/M. Graham Loomis
M. Graham Loomis
     Regional Trial Counsel
     Georgia Bar No. 457868
     [email protected]

Paul Kim
Senior Trial Counsel
Georgia Bar No. 418841
[email protected]

     Attorneys for Plaintiff
     Securities and Exchange Commission
     950 East Paces Ferry Road, NE, Suite 900
     Atlanta, GA 30326
     Tel: (404) 842-7600
     Facsimile: (404) 842-7679

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UNITED STATES DISTRICT COURT  
FOR THE NORTHERN DISTRICT OF GEORGIA  

ATLANTA DIVISION 
 
 

 
 
 
 
  
 
 
     Civil Action No.: 
 
    __________________ 
 
 
     
    JURY DEMAND 

 
 

COMPLAINT 
 

Plaintiff, the United States Securities and Exchange Commission (“Plaintiff,” 

“Commission” or “SEC”), alleges the following: 

1. This matter involves an affinity offering fraud perpetrated by 

Defendant Keith Crews (“Crews”) through two entities which he owned and 

controlled, Four (4) Square Biz LLC (“4 Square Biz”) and Stem Biotech LLC 

(“Stem Biotech”).   

2. Between at least October 2019 and May 2021, Crews raised at least 

$800,000 from approximately 200 investors – many of whom were solicited through 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
Plaintiff, 
 

   v. 
  
KEITH CREWS,  
 
Defendant. 
 

Case 1:23-cv-03658-SEG   Document 1   Filed 08/17/23   Page 1 of 15



 
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relationships in African-American and church communities – through the sale of a 

purported crypto asset security named “Stemy Coin.” 

3. In connection with the offer and sale of Stemy Coin, Crews and his 

entities made numerous material misstatements and omissions, including that Stemy 

Coin was backed by stem cell technology and other assets, that Stem Biotech had 

existing operations and stem cell products, that Stem Biotech had existing 

partnerships with entities involved in the stem cell industry – with one of those 

entity’s owners serving as the Chief Executive Officer of Stem Biotech – and that 

the investment in Stemy Coin would provide substantial dividend returns and 

“legacy wealth.” 

4. In fact, Crews and his entities had no existing stem cell technology, 

products, or operations, there was no partnership with the claimed entities – much 

less service as CEO by one of those entity’s leaders – and any returns on their 

Stemy Coin investment were highly speculative at best. 

VIOLATIONS 
 

5. Crews has engaged in and, unless restrained and enjoined by this 

Court, will continue to engage in acts and practices that constitute and will 

constitute violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 

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

Case 1:23-cv-03658-SEG   Document 1   Filed 08/17/23   Page 2 of 15



 
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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]. 

DEFENDANT AND RELEVANT ENTITIES 

6. Defendant Keith Crews, 69 years old, is a resident of Kennesaw, 

Georgia.  Crews is the Chairman of and controlled Stem Biotech and 4 Square Biz 

for all times relevant to this complaint.  

7. Four (4) Square Biz LLC (“4 Square Biz”) was a Wyoming limited 

liability company with its principal place of business in Kennesaw, Georgia.  4 

Square Biz has been controlled by Crews since its formation.  On September 8, 

2021, 4 Square Biz was administratively dissolved due to its failure to file its annual 

report. 

8. Stem Biotech LLC (“Stem Biotech”) was a Wyoming limited liability 

company with its principal place of business in Kennesaw, Georgia.  Stem Biotech 

was owned by 4 Square Biz and controlled by Crews since its formation.  On July 9, 

2021, Stem Biotech was administratively dissolved due to its failure to file its 

annual report. 

JURISDICTION AND VENUE 
  

9. The Commission brings this action pursuant to Sections 20 and 22 of 

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

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Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin Crews from engaging in 

the transactions, acts, practices, and courses of business alleged in this complaint, 

and transactions, acts, practices, and courses of business of similar purport and 

object, for civil penalties, and for other equitable relief.  

10. This Court has jurisdiction over this action pursuant to Section 22 of 

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

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

11. Crews, directly and indirectly, made use of the mails and the means 

and instrumentalities of interstate commerce in connection with the transactions, 

acts, practices, and courses of business alleged in this complaint. 

12. Venue is proper in this Court because certain of the transactions, acts, 

practices, and courses of business constituting violations of the Securities Act and 

the Exchange Act occurred in this District, Defendant Crews resides in this District 

and Stem Biotech and 4 Square Biz had their principal place of business in this 

District. 

THE OFFER AND SALE OF STEMY COIN 

13. Crews formed 4 Square Biz in or about July 2018.  According to its 

website, 4 Square Biz planned to develop online banking systems and exchanges 

using blockchain technology.  In or about May 2019, Crews formed Stem Biotech 

as a subsidiary of 4 Square Biz.   

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14. Stem Biotech’s purported “goal [was] to deploy worldwide advanced 

rejuvenation centers utilizing the latest and greatest stem cell technology to reverse 

aging and illness plaguing human beings on planet earth.”  Since the start of the 

pandemic in early 2020, Stem Biotech also represented that its stem cell treatments 

aid in the fight against Covid-19.   

15. In or about May 2019, Crews, through 4 Square Biz and Stem Biotech, 

supposedly launched a crypto wallet to sell “Stemy Coin,” a purported crypto asset 

allegedly backed by Stem Biotech’s stem cell technology and hard assets such as 

gold.   

16. From at least October 2019 to May 2021, Crews offered and sold 

Stemy Coin to investors (often through email or telephone) through specific and 

general solicitations, including information on 4 Square Biz’s and Stem Biotech’s 

websites, and a network of “ambassadors” who solicited investors using materials 

and information Crews created or reviewed and approved.  Crews used his 

connections in the African-American community to solicit investors – many of 

whom were non-accredited – and also recruited investors through relationships at 

church and a Bible study.   

17. Through these solicitations, 4 Square Biz’s and Stem Biotech’s 

websites and other offering materials provided to investors and prospective 

investors, Crews offered and sold Stemy Coin claiming, among other things, that: 

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• Stem Biotech had existing assets, operations, and products and a 
successful history and track record, including their own labs and 
stem cell products, a “legacy of delivering transformational 
treatments,” “dozens of other FDA studies,” and their “own 
research, as well as partnerships with universities, medical 
research institutions and other global pharmaceutical leaders, 
[through which] Stem Biotech is bringing forward scientific and 
clinical advancements that prevent, treat or cure life-threatening 
diseases”;  
 

• Stemy Coin “is backed by both stem cell technology and hard 
assets such as gold”; 
 

• Stem Biotech had a partnership with Alexandros LLC 
(“Alexandros”) – an entity owned by Dr. Nayan Shah – and Dr. 
Shah was serving as Chief Executive Officer of Stem Biotech, 
overseeing “the company’s research and preclinical programs,” 
and “leading efforts to advance multiple products from early-
stage research into clinical development”;   
 

• Stem Biotech had a partnership with BHI Therapeutic Sciences 
(“BHI”), an entity engaged in stem cell research and treatment;  

 

• Crews was a successful businessman with experience in 
marketing, telecommunications, renewable energy, and oil and 
gas who had founded and/or served as the president and CEO of 
multiple, successful companies; and 

 

• Investors would receive substantial returns on their investment 
through dividends and great increases in the value of Stemy 
Coin. 

 
18. Through these and other misstatements and omissions, Crews lured as 

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many as 200 investors to invest at least $800,000 in Stemy Coin, several of whom 

invested their money through cash transfer apps and wire transfers. 

CREWS’S MATERIAL MISSTATEMENTS AND OMISSIONS 

19. Contrary to Crews’s statements to investors and prospective investors, 

Stem Biotech never had any labs, delivered any treatments, conducted any stem cell 

research, developed or sold any stem cell products, had existing stem cell business 

operations or any legacy or track record in that area.  In short, none of Stem 

Biotech, 4 Square Biz or Crews owned stem cell technology or, upon information 

and belief, other assets to provide security to the investors of Stemy Coin. 

20. Additionally, neither Stem Biotech nor 4 Square Biz had any 

partnership with Alexandros, and Dr. Shah never served as an officer of Stem 

Biotech.  In May 2020, Dr. Shah specifically asked Crews to stop using his and 

Alexandros’s name in connection with Crews’s businesses. 

21. Similarly, none of Stem Biotech, 4 Square Biz or Crews ever had any 

rights to BHI’s intellectual property.  In January 2021, BHI sent a cease and desist 

letter to Crews, requesting that he stop using BHI’s name, logo, products, or videos 

to solicit investors for Crews’s entities. 

22. Contrary to his portrayal as a successful business person, undisclosed 

to investors, Crews had also personally filed for bankruptcy multiple times. 

23. And, far from being a reliable source of future income and substantial 

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asset growth, any investment in Stemy Coin was highly speculative and uncertain at 

best.  

24. Stemy Coin cannot be traded, exchanged, or used to pay for services.  

Moreover, investors have not received any dividends or returns on their 

investments. 

CREWS’S SECURITIES REGISTRATION VIOLATIONS 

25. Crews engaged in the offers or sales of Stemy Coin without filing a 

registration statement with the Commission or without any exemption from 

registration available. 

26. Crews offered and sold these securities via email and publicly available 

websites, accepting investors from multiple states. 

27. Many of the investors made their investments by electronically 

transferring their funds through cash transfer apps or wire transfers.  

28. Many of the investors in Stemy Coin were not qualified as accredited 

investors. 

29. Crews did not take reasonable steps to verify that investors were 

accredited; he had little to no personal knowledge of most of the investors’ financial 

circumstances and did not take steps to determine or verify their financial condition.   

30. While Crews subsequently sent out investor communications 

promising to return funds invested by unaccredited investors, upon information and 

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belief, no such investor funds have ever been returned. 

COUNT I 
FRAUD 

 
Violations of Section 17(a)(1) of the Securities Act 

[15 U.S.C. § 77q(a)(1)] 
 

31. Paragraphs 1 through 30 are hereby realleged and incorporated herein by 

reference. 

32. Between at least October 2019 and May 2021, Crews, in the offer and 

sale of the securities described herein, by the use of means and instruments of 

transportation and communication in interstate commerce and by use of the mails, 

directly and indirectly, employed devices, schemes and artifices to defraud purchasers 

of such securities; all as more particularly described above. 

33. Crews knowingly, intentionally, and/or recklessly engaged in the 

aforementioned devices, schemes and artifices to defraud. 

34. While engaging in the course of conduct described above, Crews acted 

with scienter, that is, with an intent to deceive, manipulate or defraud or with a severe 

reckless disregard for the truth. 

35. By reason of the foregoing, Crews, directly and indirectly, has violated 

and, unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act [15 

U.S.C. § 77q(a)(1)]. 

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COUNT II 
FRAUD 

 
Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act 

[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)] 
 

36. Paragraphs 1 through 30 are hereby realleged and incorporated herein by 

reference. 

37. Between at least October 2019 and May 2021, Crews, in the offer and 

sale of the securities described herein, by use of means and instruments of 

transportation and communication in interstate commerce and by use of the mails, 

directly and indirectly: 

 a. obtained money and property by means of untrue 
statements of material fact 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 

 
 b.  engaged in transactions, practices and courses of 

business which would and did operate as a fraud and 
deceit upon the purchasers of such securities; all as more 
particularly described above. 

 
 38. By reason of the foregoing, Crews, directly and indirectly, has violated 

and, unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the 

Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

 

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COUNT III 
FRAUD 

 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

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

39. Paragraphs 1 through 30 are hereby realleged and incorporated herein by 

reference. 

40. Between at least October 2019 and May 2021, Crews, in connection with 

the purchase and sale of securities described herein, by the use of the means and 

instrumentalities of interstate commerce and by use of the mails, directly and 

indirectly: 

a. employed devices, schemes, and artifices to defraud; 
 

b. made untrue statements of material fact and omitted to 
state material facts necessary in order to make the 
statements made, in light of the circumstances under 
which they were made, not misleading; and 

 
c. engaged in acts, practices, and courses of business 

which would and did operate as a fraud and deceit 
upon the purchasers of such securities; all as more 
particularly described above. 

 
 

 41. Crews intentionally and/or recklessly engaged in the aforementioned 

devices, schemes and artifices to defraud, made untrue statements of material facts and 

omitted to state material facts, and engaged in fraudulent acts, practices and courses of 

business.  In engaging in such conduct, Crews acted with scienter, that is, with an 

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12 

 

intent to deceive, manipulate or defraud or with a severe reckless disregard for the 

truth. 

 42. By reason of the foregoing, Crews, directly and indirectly, has violated 

and, unless enjoined, will continue to violate Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Sections (a), (b), and (c) of Rule 10b-5 thereunder [17 C.F.R. 

§§ 240.10b-5(a), (b), and (c)]. 

COUNT IV 
SECURITES REGISTRATION VIOLATIONS 

 
Violations of Sections 5(a) and (c) of the Securities Act 

[15 U.S.C. §§ 77e(a) and 77e(c)] 
 

43. Paragraphs 1 through 30 are hereby realleged and incorporated herein by 

reference. 

44. Crews offered and sold securities in the form of Stemy Coins.  

45. Crews used interstate transportation, communication or mails in 

connection with the sale of these securities. 

46. At the time of the offer and sale of these securities, no registration 

statement was in effect nor any exemption applicable as to the securities offered and 

sold. 

47. By reason of the foregoing, Crews has violated and, unless enjoined, 

will continue to violate Sections 5(a) and (c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and 77e(c)]. 

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PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully prays for: 

I. 

  Findings of fact and conclusions of law pursuant to Rule 52 of the Federal 

Rules of Civil Procedure, finding that Defendant Crews committed the violations 

alleged. 

II. 

An order permanently restraining and enjoining Crews from the violations 

alleged herein. 

III. 

 An order requiring Crews to disgorge ill-gotten gains or unjust enrichment 

derived from the activities set forth in this Complaint, together with prejudgment 

interest thereon. 

IV. 

An order requiring Crews to pay a civil penalty pursuant to Section 21(d) of 

the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(d) of the Securities Act [15 

U.S.C. § 77t(d)]. 

V. 

An order pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] 

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and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] barring Crews 

from serving as an officer or director of a public company. 

VI. 
 

An order pursuant to Section 20(b) of the Securities Act and Sections 

21(d)(1) and/or 21(d)(5) of the Exchange Act permanently restraining and enjoining 

Crews from participating, directly or indirectly, in any offering of securities, 

including any crypto asset security; provided, however, that such injunction shall 

not prevent Crews from purchasing or selling securities for his own personal 

account. 

VII. 

 Granting such other and further relief as this Court may deem just, 

equitable, and appropriate.  

 

JURY TRIAL DEMAND 

 The Commission hereby demands a trial by jury as to all issues that may be 

so tried. 

 

 

 

 

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15 

 

 This 17th day of August 2023. 

      
     Respectfully submitted, 
      

/s/M. Graham Loomis 
M. Graham Loomis 

     Regional Trial Counsel 
     Georgia Bar No. 457868 
     [email protected] 
    

Paul Kim 
Senior Trial Counsel  
Georgia Bar No. 418841 
[email protected] 

 

     Attorneys for Plaintiff 
     Securities and Exchange Commission 
     950 East Paces Ferry Road, NE, Suite 900 
     Atlanta, GA 30326 
     Tel: (404) 842-7600 
     Facsimile: (404) 842-7679 
 
 

Case 1:23-cv-03658-SEG   Document 1   Filed 08/17/23   Page 15 of 15

mailto:[email protected]
mailto:[email protected]

	UNITED STATES DISTRICT COURT
	FOR THE NORTHERN DISTRICT OF GEORGIA
	ATLANTA DIVISION
	VIOLATIONS
	JURISDICTION AND VENUE
	Violations of Section 17(a)(1) of the Securities Act
	[15 U.S.C. § 77q(a)(1)]
	COUNT II
	FRAUD

	Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act
	[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]