SEC v. PREIPO CORP; JOHN A. MATTERA; and FILED UNDER SEAL DAVID P. GRZAN, No. 9:23-cv-81141-DMM, Southern District of Florida (Aug. 18, 2023)

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 
 
Case No. 23-81141-CV-MIDDLEBROOKS 
 
SECURITIES AND EXCHANGE COMMISSION,   
       
Plaintiff,       
v.          
  
PREIPO CORP., JOHN A. MATTERA and     FILED UNDER SEAL 
DAVID P. GRZAN,         
 
Defendants,         
 
BOSS GLOBAL ADVISORY GROUP, INC.,    
 
Relief Defendant.      
________________________________________________/ 
 
ORDER GRANTING PLAINTIFF SECURITIES AND EXCHANGE COMMISSION’S 
EMERGENCY EX-PARTE MOTION FOR TEMPORARY  
RESTRAINING ORDER, ASSET FREEZE AND OTHER RELIEF  
 
THIS   CAUSE   comes   before   the   Court   upon   Plaintiff   Securities   and   Exchange   
Commission’s Emergency Ex Parte Motion for Temporary Restraining Order, Asset Freeze, Other 
Relief  and  Memorandum  of  Law  (“Emergency Motion”) (DE  3)  with  respect  to  Defendants 
PreIPO   Corp.   (“PreIPO”),   John   A.   Mattera   (“Mattera”), and David   P.   Grzan   (“Grzan”) 
(collectively, “Defendants”), filed on August 14, 2023, specifically seeking:  
1. a Temporary Restraining Order; 
2. an Order to Show Cause why a preliminary injunction should not be granted; 
3. an Order freezing the assets of Defendants and Relief Defendant; 
4. an Order requiring a sworn accounting; and 
5. an Order prohibiting the destruction of documents. 
The  Court  has  considered  the  Commission’s  Complaint,  the Emergency Motion,  and  the  
declarations and exhibits filed in support of the Emergency Motion. The Court finds the Commission 
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has made a sufficient and proper showing in support of the relief granted herein by: (i) presenting a 
prima facie case of securities laws violations by Defendants; and (ii) showing a reasonable likelihood 
Defendants will harm the investing public by continuing to violate the federal securities laws unless 
they are immediately restrained. The Court also finds good cause to believe that unless immediately 
restrained  and  enjoined  by  Order  of  this  Court, Defendants  and  Relief  Defendant  will  continue  to  
dissipate, conceal, or transfer from the jurisdiction of this Court assets which could be subject to an 
Order of disgorgement.  
Accordingly, the Emergency  Motion  (DE 6) is  GRANTED.  The  Court  hereby  orders  the  
following: 
I. 
TEMPORARY RESTRAINING ORDER 
IT  IS  HEREBY ORDERED  that Defendants  and  their  respective  directors,  officers,  
agents,  servants,  employees,  attorneys,  representatives  and  those  persons  in  active  concert  or  
participation with them, and each of them, are hereby restrained and enjoined from violating: 
Section 17(a) of the Securities Act of 1933 
(a) Directly  or  indirectly,  by  use  of  any  means  or  instruments  of  transportation  or  
communication  in  interstate  commerce,  or  by  the  use  of  the  mails,  in  the  offer  or  sale  of  
securities, (i) knowingly or recklessly employing devices, schemes, or artifices to defraud; (ii) 
obtaining money or property by means of untrue statements of material facts or omissions to 
state material facts necessary to make the statements made, in light of the circumstances under 
which  they  were  made,  not  misleading;  or  (iii)  engaging  in  acts,  practices  and  courses  of  
business  which  have  operated  and  will  operate  as  a  fraud  or  deceit  upon  purchasers  and  
prospective  purchasers  of  such  securities,  in  violation  of  Sections  17(a)(1), (2)  &  (3)  of  the  
Securities Act, 15 U.S.C. §§ 77(q)(a)(1), (2) & (3); and 
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Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 
(b) Directly  or  indirectly,  by  use  of  any  means  or  instrumentality  of  interstate  
commerce or of the mails, or of any facility of any national securities exchange, in connection 
with  the  purchase  or  sale  of  any  securities,  knowingly  or  recklessly:  (i)  employing  devices,  
schemes or artifices to defraud; (ii) making untrue statements of material facts and omitting to 
state  material  facts  necessary  in  order  to  make  the  statements  made,  in  light  of  the  
circumstances under which they were made, not misleading; or (iii) engaging in acts, practices 
and courses of business which have operated, are now operating or will operate as a fraud upon 
the purchasers of such securities in violation of Section 10(b) of the Securities Exchange Act 
of  1934  (“Exchange  Act”),  15  U.S.C.  §  78j(b),  and  Rule  10b-5,  17  C.F.R.  §  240.10b-5, 
thereunder. 
Section 5 of the Securities Act 
IT IS FURTHER ORDERED that Defendants, their respective directors, officers, agents, 
servants, employees, attorneys, representatives and those persons in active concert or participation 
with them, and each of them, are hereby restrained and enjoined from violating Section 5 of the 
Securities  Act,  15  U.S.C.  §  77e,  by,  directly  or  indirectly,  in  the  absence  of  any  applicable  
exemption: 
(a) Unless a registration statement is in effect as to a security, making use of any means 
or instruments of transportation or communication in interstate commerce or of the mails to 
sell such security through the use or medium of any prospectus or otherwise; 
(b) Unless a registration statement is in effect as to a security, carrying or causing to 
be  carried  through  the  mails  or  in  interstate  commerce,  by  any  means  or  instruments  of  
transportation, any such security for the purpose of sale or for delivery after sale; or 
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(c) Making  use  of  any  means  or  instruments  of  transportation  or  communication  in  
interstate commerce or of the mails to offer to sell or offer to buy through the use or medium 
of any prospectus or otherwise any security, unless a registration statement has been filed with 
the  Commission  as  to  such  security,  or  while  the  registration  statement  is  the  subject  of  a  
refusal order or stop order or (prior to the effective date of the registration statement) any public 
proceeding or examination under Section 8 of the Securities Act, 15 U.S.C. § 77h. 
Section 20(a) of the Exchange Act – Control Person Liability 
IT  IS  FURTHER  ORDERED that Mattera,  his  agents,  servants,  employees,  attorneys,  
representatives, and those persons in active concert or participation with them, and each of them, 
are hereby restrained and enjoined from violating Section 20(a) of the Exchange Act, 15 U.S.C. § 
78t(a). 
II. 
SHOW CAUSE HEARING 
IT IS FURTHER ORDERED that: 
(a) Defendants show cause, if any, before the Honorable Donald M. Middlebrooks, at 
10:00  a.m.,  on  Thursday,  September  7,  2023,  in  Courtroom  7, at  the  Paul  G.  Rogers  
Federal Building, 701 Clematis Street, West Palm Beach, FL, 33401, why a Preliminary 
Injunction pursuant to Rule 65 of the Federal Rules of Civil Procedure should not be granted 
against Defendants, as requested by the Commission. 
(b) The  SEC  is  DIRECTED  to  serve  Defendants  with  a  copy  of  the  Complaint,  the  
Motion for Temporary Restraining Order and all of its attachments, and this Order, on or by 
August 21, 2023.  The SEC is further DIRECTED to file proof of service of these documents 
on Defendants on or by August 22, 2023. 
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(c) Any response or opposition to the SEC’s Motion for Preliminary Injunction must 
be filed and served on the SEC’s counsel by FORTY-EIGHT (48) HOURS prior to the hearing 
and  filed  with  the  Court,  along  with  proof  of  service.    Defendants  are  hereby  notified  that  
failure to appear at the hearing may result in the imposition of a preliminary injunction against 
them under the federal securities laws, Fed. R. Civ. P.65, and this Court’s inherent authority. 
ORDER FREEZING ASSETS 
 IT IS FURTHER ORDERED that pending determination of the Commission’s request 
for a Preliminary Injunction:  
(a) Defendants  and  Relief  Defendant,  their  directors,  officers,  agents,  servants,  
employees,  attorneys,  depositories,  banks,  insurance  companies,  and  those  persons  in  active  
concert or participation with any one or more of them, and each of them, who receive notice 
of this order by personal service, mail, facsimile transmission or otherwise, be and hereby are, 
restrained  from,  directly  or  indirectly,  transferring,  setting  off,  receiving,  changing,  selling,  
pledging,  assigning,  liquidating  or  otherwise  disposing  of,  or  withdrawing  any  assets  or  
property, including but not limited to cash, free credit balances, fully paid for securities, crypto 
assets,  and/or  property  pledged  or  hypothecated  as  collateral  for  loans,  or  charging  upon  or  
drawing from any lines of credit, owned by, controlled by, or in the possession of Defendants 
and Relief Defendant. 
(b) Any financial or brokerage institution, or other person or entity holding any such 
funds or other assets, in the name of, for the benefit of, or under the control of Defendants or 
Relief Defendant, directly or indirectly, held jointly or singly, and wherever located, and which 
receives actual notice of this order by personal service, facsimile, or otherwise, shall hold and 
retain  within  its  control  and  prohibit  the  withdrawal,  removal,  transfer,  disposition,  pledge,  
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(b) make a sworn accounting to this Court and the Commission of all assets, funds, or 
other  properties,  whether  real  or  personal,  held  jointly  or  individually,  or  for  their  direct  or  
indirect beneficial interest, or over which they maintain control, wherever situated, stating the 
location, value, and disposition of each such asset, fund, and other property; and 
(c) provide  to  the  Court  and  the  Commission  a  sworn  identification  of  all  accounts  
(including,  but  not  limited  to,  bank  accounts,  savings  accounts,  securities  accounts,  and 
deposits of any kind and wherever situation) in which they, whether solely or jointly, directly 
or indirectly (including through a corporation, partnership, relative, friend or nominee), either 
has an interest or over which it has the power or right to exercise control. 
V. 
RECORDS PRESERVATION 
IT IS FURTHER ORDERED that pending determination of the Commission’s request 
for  a  preliminary  injunction,  Defendants  and  Relief  Defendant,  their  directors,  officers,  agents,  
servants,  employees,  attorneys,  depositories,  banks,  and  those  persons  in  active  concert  or  
participation with any one or more of them, and each of them, be and they hereby are restrained 
and enjoined from, directly or indirectly, destroying, mutilating, concealing, altering, disposing of, 
or   otherwise   rendering   illegible   in   any   manner,   any   of   the   books,   records,   documents,   
correspondence, brochures, manuals, papers, ledgers, accounts, statements, obligations, files and 
other property of or pertaining to any of the Defendants or Relief Defendant, wherever located and 
in whatever form, electronic or otherwise, until further Order of this Court. 
 
 
 
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VI. 
RETENTION OF JURISDICTION 
 IT IS FURTHER ORDERED that: 
(a)  this  Court  shall  retain  jurisdiction  over  this  matter,  Defendants  and  Relief  
Defendant in  order  to  implement  and  carry  out  the  terms  of  all  Orders  and  Decrees  that  
may be entered and/or to entertain any suitable application or motion for additional relief 
within  the  jurisdiction  of  this  Court,  and  will  order  other  relief  that  this  Court  deems  
appropriate under the circumstances. 
(b) Pursuant to Fed. R. Civ. P. 65(b)(2), this Order shall EXPIRE within FOURTEEN 
(14) DAYS from the date of issuance, unless extended for a like term for good cause shown 
upon motion duly filed or served on all Parties. 
SIGNED in Chambers at West Palm Beach, Florida this 15th day of August, 2023.  
 
Donald M. Middlebrooks 
United States District Judge 
 
Copies to: Counsel of record 
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UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
Case No. 23-81141-CV-MIDDLEBROOKS 

 
SECURITIES AND EXCHANGE COMMISSION,   

       
Plaintiff,       

v.          
  

PREIPO CORP., JOHN A. MATTERA and    FILED UNDER SEAL 
DAVID P. GRZAN,        

 
Defendants,     

 
BOSS GLOBAL ADVISORY GROUP, INC.,    

 
Relief Defendant.      

________________________________________________/ 
 

ORDER GRANTING PLAINTIFF SECURITIES AND EXCHANGE COMMISSION’S 
EMERGENCY EX-PARTE MOTION FOR TEMPORARY  

RESTRAINING ORDER, ASSET FREEZE AND OTHER RELIEF  
 

THIS CAUSE comes before the Court upon Plaintiff Securities and Exchange 

Commission’s Emergency Ex Parte Motion for Temporary Restraining Order, Asset Freeze, Other 

Relief and Memorandum of Law (“Emergency Motion”) (DE 3) with respect to Defendants 

PreIPO Corp. (“PreIPO”), John A. Mattera (“Mattera”), and David P. Grzan (“Grzan”) 

(collectively, “Defendants”), filed on August 14, 2023, specifically seeking:  

1. a Temporary Restraining Order; 

2. an Order to Show Cause why a preliminary injunction should not be granted; 

3. an Order freezing the assets of Defendants and Relief Defendant; 

4. an Order requiring a sworn accounting; and 

5. an Order prohibiting the destruction of documents. 

The Court has considered the Commission’s Complaint, the Emergency Motion, and the 

declarations and exhibits filed in support of the Emergency Motion. The Court finds the Commission 

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has made a sufficient and proper showing in support of the relief granted herein by: (i) presenting a 

prima facie case of securities laws violations by Defendants; and (ii) showing a reasonable likelihood 

Defendants will harm the investing public by continuing to violate the federal securities laws unless 

they are immediately restrained. The Court also finds good cause to believe that unless immediately 

restrained and enjoined by Order of this Court, Defendants and Relief Defendant will continue to 

dissipate, conceal, or transfer from the jurisdiction of this Court assets which could be subject to an 

Order of disgorgement.  

Accordingly, the Emergency Motion (DE 6) is GRANTED. The Court hereby orders the 

following: 

I. 

TEMPORARY RESTRAINING ORDER 

IT IS HEREBY ORDERED that Defendants and their respective directors, officers, 

agents, servants, employees, attorneys, representatives and those persons in active concert or 

participation with them, and each of them, are hereby restrained and enjoined from violating: 

Section 17(a) of the Securities Act of 1933 

(a) Directly or indirectly, by use of any means or instruments of transportation or 

communication in interstate commerce, or by the use of the mails, in the offer or sale of 

securities, (i) knowingly or recklessly employing devices, schemes, or artifices to defraud; (ii) 

obtaining money or property by means of untrue statements of material facts or omissions to 

state material facts necessary to make the statements made, in light of the circumstances under 

which they were made, not misleading; or (iii) engaging in acts, practices and courses of 

business which have operated and will operate as a fraud or deceit upon purchasers and 

prospective purchasers of such securities, in violation of Sections 17(a)(1), (2) & (3) of the 

Securities Act, 15 U.S.C. §§ 77(q)(a)(1), (2) & (3); and 

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Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 

(b) Directly or indirectly, by use of any means or instrumentality of interstate 

commerce or of the mails, or of any facility of any national securities exchange, in connection 

with the purchase or sale of any securities, knowingly or recklessly: (i) employing devices, 

schemes or artifices to defraud; (ii) making untrue statements of material facts and omitting to 

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

circumstances under which they were made, not misleading; or (iii) engaging in acts, practices 

and courses of business which have operated, are now operating or will operate as a fraud upon 

the purchasers of such securities in violation of Section 10(b) of the Securities Exchange Act 

of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240.10b-5, 

thereunder. 

Section 5 of the Securities Act 

IT IS FURTHER ORDERED that Defendants, their respective directors, officers, agents, 

servants, employees, attorneys, representatives and those persons in active concert or participation 

with them, and each of them, are hereby restrained and enjoined from violating Section 5 of the 

Securities Act, 15 U.S.C. § 77e, by, directly or indirectly, in the absence of any applicable 

exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any means 

or instruments of transportation or communication in interstate commerce or of the mails to 

sell such security through the use or medium of any prospectus or otherwise; 

(b) Unless a registration statement is in effect as to a security, carrying or causing to 

be carried through the mails or in interstate commerce, by any means or instruments of 

transportation, any such security for the purpose of sale or for delivery after sale; or 

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(c) Making use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use or medium 

of any prospectus or otherwise any security, unless a registration statement has been filed with 

the Commission as to such security, or while the registration statement is the subject of a 

refusal order or stop order or (prior to the effective date of the registration statement) any public 

proceeding or examination under Section 8 of the Securities Act, 15 U.S.C. § 77h. 

Section 20(a) of the Exchange Act – Control Person Liability 

IT IS FURTHER ORDERED that Mattera, his agents, servants, employees, attorneys, 

representatives, and those persons in active concert or participation with them, and each of them, 

are hereby restrained and enjoined from violating Section 20(a) of the Exchange Act, 15 U.S.C. § 

78t(a). 

II. 

SHOW CAUSE HEARING 

IT IS FURTHER ORDERED that: 

(a) Defendants show cause, if any, before the Honorable Donald M. Middlebrooks, at 

10:00 a.m., on Thursday, September 7, 2023, in Courtroom 7, at the Paul G. Rogers 

Federal Building, 701 Clematis Street, West Palm Beach, FL, 33401, why a Preliminary 

Injunction pursuant to Rule 65 of the Federal Rules of Civil Procedure should not be granted 

against Defendants, as requested by the Commission. 

(b) The SEC is DIRECTED to serve Defendants with a copy of the Complaint, the 

Motion for Temporary Restraining Order and all of its attachments, and this Order, on or by 

August 21, 2023.  The SEC is further DIRECTED to file proof of service of these documents 

on Defendants on or by August 22, 2023. 

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(c) Any response or opposition to the SEC’s Motion for Preliminary Injunction must 

be filed and served on the SEC’s counsel by FORTY-EIGHT (48) HOURS prior to the hearing 

and filed with the Court, along with proof of service.  Defendants are hereby notified that 

failure to appear at the hearing may result in the imposition of a preliminary injunction against 

them under the federal securities laws, Fed. R. Civ. P.65, and this Court’s inherent authority. 

ORDER FREEZING ASSETS 

 IT IS FURTHER ORDERED that pending determination of the Commission’s request 

for a Preliminary Injunction:  

(a) Defendants and Relief Defendant, their directors, officers, agents, servants, 

employees, attorneys, depositories, banks, insurance companies, and those persons in active 

concert or participation with any one or more of them, and each of them, who receive notice 

of this order by personal service, mail, facsimile transmission or otherwise, be and hereby are, 

restrained from, directly or indirectly, transferring, setting off, receiving, changing, selling, 

pledging, assigning, liquidating or otherwise disposing of, or withdrawing any assets or 

property, including but not limited to cash, free credit balances, fully paid for securities, crypto 

assets, and/or property pledged or hypothecated as collateral for loans, or charging upon or 

drawing from any lines of credit, owned by, controlled by, or in the possession of Defendants 

and Relief Defendant. 

(b) Any financial or brokerage institution, or other person or entity holding any such 

funds or other assets, in the name of, for the benefit of, or under the control of Defendants or 

Relief Defendant, directly or indirectly, held jointly or singly, and wherever located, and which 

receives actual notice of this order by personal service, facsimile, or otherwise, shall hold and 

retain within its control and prohibit the withdrawal, removal, transfer, disposition, pledge, 

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(b) make a sworn accounting to this Court and the Commission of all assets, funds, or 

other properties, whether real or personal, held jointly or individually, or for their direct or 

indirect beneficial interest, or over which they maintain control, wherever situated, stating the 

location, value, and disposition of each such asset, fund, and other property; and 

(c) provide to the Court and the Commission a sworn identification of all accounts 

(including, but not limited to, bank accounts, savings accounts, securities accounts, and 

deposits of any kind and wherever situation) in which they, whether solely or jointly, directly 

or indirectly (including through a corporation, partnership, relative, friend or nominee), either 

has an interest or over which it has the power or right to exercise control. 

V. 

RECORDS PRESERVATION 

IT IS FURTHER ORDERED that pending determination of the Commission’s request 

for a preliminary injunction, Defendants and Relief Defendant, their directors, officers, agents, 

servants, employees, attorneys, depositories, banks, and those persons in active concert or 

participation with any one or more of them, and each of them, be and they hereby are restrained 

and enjoined from, directly or indirectly, destroying, mutilating, concealing, altering, disposing of, 

or otherwise rendering illegible in any manner, any of the books, records, documents, 

correspondence, brochures, manuals, papers, ledgers, accounts, statements, obligations, files and 

other property of or pertaining to any of the Defendants or Relief Defendant, wherever located and 

in whatever form, electronic or otherwise, until further Order of this Court. 

 

 

 

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VI. 

RETENTION OF JURISDICTION 

 IT IS FURTHER ORDERED that: 

(a)  this Court shall retain jurisdiction over this matter, Defendants and Relief 

Defendant in order to implement and carry out the terms of all Orders and Decrees that 

may be entered and/or to entertain any suitable application or motion for additional relief 

within the jurisdiction of this Court, and will order other relief that this Court deems 

appropriate under the circumstances. 

(b) Pursuant to Fed. R. Civ. P. 65(b)(2), this Order shall EXPIRE within FOURTEEN 

(14) DAYS from the date of issuance, unless extended for a like term for good cause shown 

upon motion duly filed or served on all Parties. 

SIGNED in Chambers at West Palm Beach, Florida this 15th day of August, 2023.  

 
Donald M. Middlebrooks 
United States District Judge 

 
Copies to: Counsel of record 

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