SEC v. GPL VENTURES LLC; GPL MANAGEMENT LLC; ALEXANDER J. DILLON; COSMIN I. PANAIT; HEMPAMERICANA, INC.; SALVADOR E. ROSILLO, et al., No. 1:21-cv-06814, Southern District of New York (May 24, 2023) — Complaint

RICHARD R. BEST
REGIONAL DIRECTOR
Sanjay  Wadhwa
Adam  S.  Grace
Paul  G.  Gizzi
B re nda Wai  M ing Chang
John C. Le hmann
Attorne ys  for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Ne w Yo rk   Re g io nal O ffic e
Brookfield Place
200 Vesey Street, Suite 400
New York, New York 10281-1022
212-336-0077 (Gizzi)
Email: [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW  YORK

SECURITIES AND EXCHANGE
COMMISSION,

                      Plaintiff,

                        -against-

GPL  VENTURES  LLC,

GPL MANAGEMENT LLC,
ALEXANDER J. DILLON,
COSMIN I. PANAIT,
HEMPAMERICANA, INC.,
SALVADOR E. ROSILLO,
SEASIDE ADVISORS, LLC, and
LAWRENCE B. ADAMS,

                         Defendants.

COMPLAINT

21 Civ. _____ (       )

JURY TRIAL DEMANDED

Plaintiff  Securities  and  Exchange  Commission  (“Commission”),  for  its  Complaint  against
Defendants GP L Ventures LLC (“GP L  Ventures”),  GP L Management LLC (“GPL
Management”),  Alexander  J.  Dillon   (“Dillon”), Cosmin  I.  Panait  (“Panait”  and,  together  with
GP L  V e ntur e s ,  GP L  Ma na ge me nt,   a nd  D illon,   the   “GP L   Defendants”),   HempAmericana,  Inc.

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(“HempAmericana”),  Salvador  E.  R os illo  ( “R os illo” ) ,  Seaside Advisors, LLC (“Seaside”), and
Lawrence B. Adams (“Adams”) (collectively  “Defendants”),  a lle ge s   a s   f ollow s :
SUMMARY
1. The  Commission   brings  this  emergency  action  to  halt  the  GP L  Defendants’
ongoing  violations  of the dealer registration  requirements  of the federal securities  laws.
2. Since at least early 2017 and continuing  to the present, the GP L Defendants have
been acting as unregistered  dealers by  privately  acquiring  large blocks  of stock in  approximately
140  microcap  issuers  and  publicly   selling   those  blocks  into  the  market  for  their  own  account,
generating  gross proceeds of at least $81  million .
3. Section  15(a) of the Securities  Exchange Act of 1934  (“Exchange Act”) [15
U.S.C. § 78o(a)]  makes it ille ga l   f or   a   br oke r   or   de a le r   to  us e   the   ma ils    or   a ny  me a ns   or
instrumentalit y  of interstate commerce to effect any transaction  in,  or to induce  or attempt to
induce  the purchase or sale of, any security unless the broker or dealer, absent an applicable
exemption,  is  either registered with  the Commission  or is a natural person associated with  a
registered broker  or dealer.  Scienter is not required  to violate  this  provision  of the securities
la w s .
4. None of the GP L Defendants is registered with  the Commission,  and neither
Dillon   nor  P anait  is  associated  with  a  registered  broker  or  dealer.
5. As such, the GP L Defendants’ conduct constitutes  an ongoing  violation  of the
dealer registration  requirements,  and e mergency relief  in the form of a temporary restraining
order  and  preliminary   injunction   against  such  continued  violation   is  necessary  to  prevent  further
harm to investors.

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6. In addition,  an asset freeze, accountings,  and other emergency relief  is required to
preserve the status quo and prevent  the dissipation   of assets.  The GP L Defendants have  been
using  a broker in the Cayman Islands, and GP L has an account held  with a financial  firm  in
C a na da ,  c onta ining   millio ns    of   dolla r s   in  c a s h  a nd  s e c ur itie s.    Moreover,  according  to  brokerage
records,  P anait  is  a  Romanian  citizen   and,  therefore,  may  be  particularly   well-positione d   to
transfer assets overseas.
7. In addition  to the emergency action  to halt the GP L Defendants’ ongoing  dealer
registration  violations ,  the Commission  charges all  Defendants with securities  fraud in
connection  with a fraudulent  course of conduct involving  the stock of HempAmericana.
8. As part of their ongoing  dealer registration  violations,  the GP L Defendants are
secretly funding  promotional  activity  in microcap  issuers whose stock they trade.  This  illegal
conduct  is  known  as  “scalping.”
9.
A  Defendant  “scalps”  when  that  Defendant  (i)  acquires  shares  of  a  stock  for  his  own
benefit  prior to recommending  or touting  that very stock to others, (ii) does not disclose in the tout
the  f ull   details    of   his   ow ner s hip  of   the  s har es   and  his   plans   to  s ell  them,   and  ( iii)    pr oc eeds   to  s ell   his
shares following  the tout’s dissemination,  and into the share price and trading volume  increases
triggered  by  his  touting.

10. The GP L Defendants’ scalping  activities  included  buying  and selling  large  blocks
of  HempAmericana  securities   from  2017  through   at  least  late  2019.    HempAmericana  was  one  of
the GP L Defendants’ most profitable scalping  schemes,  generating  profits  of  approximately   $11
million.
11. The GP L Defendants provided  funding  to HempAmericana in  exchange for its
s toc k.     The   GP L  D e f e nda nts   r e quir e d   tha t  H e mpA me r ic a na   a nd  its   C EO ,  R os illo,    s plit   the
offering  proceeds with  Seaside.  As a result,  Rosillo  tr a ns f e r r e d  funds  to  Seaside  and  its  CEO,

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Adams, as well  as to another individua l,  to finance the GP L Defendants’ covert promotiona l
a c tivitie s .
12. HempAmericana provided  misleading  public  disclosures  about  its use of the funds
received from the GPL Defendants.  Seaside and Adams, as well  as another individual,  hired
others  to  promote  HempAmericana.    Those  promotions   failed  to  disclose  that  the  GP L
Defendants  funded  the  promotions,   and  failed  to  disclose  that  the  GP L  Defendants  intended  to
sell  HempAmericana stock at the same time  that Seaside and Adams were paying  promoters to
recommend  that investors  purchase the stock.
13. The  GP L  Defendants  also  committed   securities  fraud  by  lying   to  broker -dealers
about  their  involvement   in  the  scalping  scheme.
14. Fina lly,   H e mpA me r ic a na   a nd  R os illo   c ommitte d   s e c ur itie s   f r a ud  by  f iling   f a ls e
Regulation  A  (“Reg. A”) offering  circulars  with  the  Commission.
VIOLATIONS
15. By virtue  of the foregoing  conduct  and as alleged  further herein:  (i) the GP L
Defendants have violated  Exchange Act Section  15(a)  [15 U.S.C.§ 78o(a)] and, in  the
alternative,  Dillon  and  P anait  are  liable  as  control  persons for GP L Ventures’ and GP L
Management’s  violations   of  Exchange  Act  Section  15(a)  [15  U.S.C.  §  78o(a)]  under  Exchange
A c t  Se c tion   20( a )   [ 15  U . S. C .   §   78t( a ) ] ;   ( ii)    the   GP L  D e f e nda nts ,  H e mpA me r ic a na ,   a nd  R os illo
have violated  Section  17(a) of the Securities Act of 1933  (“Securities  Act”) [15 U.S.C. § 77q(a)],
and  Exchange  Act  Section  10(b)  [15  U.S.C.  §   78j(b)]  and  Rule  10b-5  thereunder  [17  C.F.R.
§ 240.10b-5];  and  (iii)    Se a s ide   a nd  A da ms   ha ve   viola te d   Se c ur itie s   A c t  Se c tions   17( a ) ( 1)   a nd  ( 3)
[15  U.S.C.  § §  77q(a)(1)  and  (3)],  and  Exchange  Act  Section  10(b)  [15  U.S.C.  §   78j(b)]   and
Rules  10b-5(a)  and  (c)  thereunder  [17  C.F.R.  § §  240.10b-5(a)  and  (c)].

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16. U nle s s   D e f e nda nt s   a r e   r e s tr a ine d  a nd  e njoine d,   D e f e nda nts   w ill   e nga ge   in  the
acts, practices, transactions,  and courses of business  set forth in this  Complaint  or in  acts,
practices, transactions,  and courses of business  of similar  type and object.
NATURE OF THE PROCEEDINGS  AND RELIEF SOUGHT
17. The  Commission   brings  this  action  pursuant  to  the  authority   conferred  upon  it  by
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)].
18. To  ma inta in   the   status quo and to  preserve assets sufficient  for  the  GPL
Defendants  to  pay  disgorgement,   prejudgment   interest,  and  civil   penalties  in  accordance with  any
final  judgment  of this Court,  the Commission  seeks emergency relief  during  the pendency of this
action,  including:  (a) a temporary restraining  order and a preliminary  injunction  against  the GP L
Defendants prohibit ing  them from acting  as unregistered  dealers or otherwise violating  Exchange
Act  Section  15(a)  [15  U.S.C.  §  78o(a)],  including   but  not  limited   to  by  buying   and  selling  blocks
of securities  of microcap issuers for their own account; and (b) an order (i)  freezing the GPL
Defendants’ assets, (ii)  requiring  the GP L Defendants to repatriate funds and other assets now
loc a te d  outs ide    the   U nite d   Sta te s ;  ( iii)    r e quir ing   GP L  V e ntur e s   a nd  GP L  Ma na ge me nt  to  pr ovide
the  Commission   with  sworn  accountings,  (iv)  granting  the  Commission  expedited  discovery,  (v)
prohibit ing  the GP L Defendants from destroying,  altering,  or otherwise disposing  of relevant
documents,  and (vi) permitting  service by alternative  means, including  service on  the GPL
Defendants or their  counsel by email.
19. The Commission   seeks a final  judgment:  (a) permanently  enjoining Defendants
from violating  the federal securities  laws this  Complaint  alleges  they have violated;  (b)  ordering
Defendants to disgorge  all  ill-gotten  gains  and/or unjust  enrichment  received as a result of the

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violations  alleged  herein and to pay prejudgment  interest thereon, pursuant  to Exchange Act
Sections  21(d)(5)  and  21(d)(7)  [15  U.S.C.  §§  78u(d)(5)  and  78u(d)(7)];  (c)  ordering  Defendants
to  pay  civil  money  penalties  pursuant  to  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)];  (d)  permanently  prohibit ing   Rosillo  a nd
Adams from serving  as an officer or director  of any company  that has a class of securities
registered  under  Exchange  Act  Section  12  [15  U.S.C.  §   78l] or that is required  to file  reports
under  Exchange  Act  Section  15(d)  [15  U.S.C.  §   78o(d)],   pursuant  to  Exchange  Act
Section  21(d)(2)  [15  U.S.C. §  78u(d)(2)];  (e) permanently  prohibit ing   the GP L Defendants,
R os illo,   Se a s ide ,  a nd  A da ms   f r om  pa r tic ipa ting   in   a ny  of f e r ing   of   a   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 (f) ordering  any other and further relief  the Court may deem just  and proper .
JURISDICTION AND VENUE
20. This  Court  has  jurisdiction   over  this  action  pursuant  to  Securities  Act  Section
22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section  27 [15 U.S.C. § 78aa].
21. Defendants, directly  and indirectly,  ha ve made use of the means or
instrumentalities  of interstate commerce or of the mails  in connection  with the transactions,  acts,
practices, and courses of business  alleged  herein.
22. 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].  Defendants may  be found  in,  are inhabitants
of, or transact business in  the Southern  District of New York,  and certain of the acts, practices,
transactions,  and  courses  of  business  alleged  in  this  Complaint   occurred  within  this  District .    For
example, GPL Ventures, GPL Management, and HempAmericana are based in this District,  and
P a na it  a nd  R os illo   r e s ide   in   this   D is tr ic t.

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DEFENDANTS
23. GPL  Ve nture s   and GPL  M anage me nt are both incorporated  in Delaware, with
headquarters in  New York,  New York.   GP L Ventures and  GP L Management  are  in  the business
of privately  acquiring  and publicly  selling  the securities of microcap  issuers.  The securities  are
acquired in  the account of GP L Ventures, and GP L Management provides  operational  support
for their business.
24. Dillon,  age  32,  resides  in  Closter,  New  Jersey.    He  and  P anait  co-own  and  control
GP L  Ventures  and  GP L  Management,  through   which  they  invest  in  microcap  companies.    Dillon
previously   held  a  Series  7  securities  license,  and  was  briefly  employed   at  a  registered  broker-
dealer  from  April   2013  to  July  2013.
25. Panait, age 35, resides in New York, New York and is a Romanian citizen.   He
and Dillon  co-own and control  GP L Ventures and GP L Management,  through  which they
purportedly   invest  in  microcap  companies.
26. He mpAme ricana (ticker  OTC BB:  HMPQ),  is  incorporated  in  Delaware and
headquartered  in  New York,  New York.  HempAmericana  purports  to research, develop,  and  sell
products  made  of  industrial   hemp,  including   canabidiol,   or  CBD,  oil.   On June 12, 2015,
HempAmericana filed  a certification  and notice  of termination  of registration  under  Exchange
Act Section  12(g)  [15  U.S.C. §  78l(g)] or suspension  of duty to file  reports under  Exchange Act
Sections  13  and  15(d)  [15  U.S.C.  §  78m  and  78o(d)].
27. Ros illo, age 84,  resides in  New York,  New York.  He is  the CEO of
HempAmericana.
28. Se as ide  is  incorporated   in  New  Jersey,  with  its  headquarters  in  Rumson,   New
Jersey.    Seaside  is  a  consulting   firm  for  various  microcap  companies  that  purportedly   assists

 8
with,  among  other  things,  marketing,  public  relations,  and  general  business  advice.
29. Adams, age 66,  resides in Rumson,  New Jersey.  Adams owns Seaside and is also
the CEO of a microcap  issuer,  Image Protect Inc. (ticker OTC: IMTL).
FACTS
I. STATUTORY FRAMEWORK FOR DEALER REGISTRATION
30. As alleged  below,  the GP L Defendants violated  the broker-dealer  registration
requirements  of Exchange Act Section 15(a)  [15 U.S.C. § 78o(a)] by engaging  in  the business of
acquiring  large  blocks  of  numerous  microcap  issuers’  stock  and, after depositing  the shares with
their brokers,  selling  such blocks  for their own accounts into  the market as quickly  as possible,
depending   on  the  liquidit y   in  the  shares  resulting  from the GP L Defendants’ funded promotions.
Exchange  Act  Section  15(a)  [15  U.S.C.  §  78o(a)]  makes  it  ille ga l   f or   a   br oke r   or   de a le r   to  us e   the
mails  or any means or instrumentality  of interstate commerce to effect any transaction in,  or to
induce  or attempt to induce  the purchase or sale of, any security unless the broker or dealer,
absent an applicable  exemption,  is either registered with the Commission  or is a natural person
associated  with  a  registered  broker  or  dealer.    Scienter  is  not  required  for  a  violation   of  Exchange
Act Section  15(a) [15 U.S.C. § 78o(a)].
31. Exchange  Act  Section  3(a)(5)(A)  [15  U.S.C.  §  78c(a)(5)(A)]  defines “dealer”
generally   as  “any  person  engaged  in  the  business  of  buying   and  selling  securities  . . . for such
person’s  own  account  through  a  broker  or  otherwise.”    Exchange  Act  Section  3(a)(5)(B)  [15
U.S.C. § 78c(a)(5)(B)]  excludes  from  the  definition   of  “dealer”  any  “person  that  buys  and  sells
securities . . . for such person’s  own  account,  either  individually   or  in  a  fiduciary   capacity,  but
not as part of a regular business.”
32. Determining   whether  a  person  is  acting  as  a  deale r  is  a  fact-specific  inquiry   and

 9
involves  a two-prong  analysis  of whether the person:  (1) buys and sells  securities for its own
account, and (2) engages in those activities  as part of a regular business.
II. THE GPL  DEFENDANTS ARE IN THE BUSINESS OF REGULARLY BUYING
AND SELLING SECURITIES FOR THEIR OWN ACCOUNT

33. The GP L Defendants’ business  is privately  acquiring  discounted  shares of
microcap  issuers and then selling  those shares into  the market.
34. Dillon  and P anait coordinate  and authorize  all of GP L Ventures’ and GP L
Management’s  stock  trading.
35. The GP L Defendants arrange for cold-callers  to pitch  GP L Ventures to publicly
traded  microcap  issuers,  offering  capital  infusions,   purportedly   to  support  the  issuers’  operations.
36. At times,  other services a r e  pitc he d  or   pr ovide d,  s uc h  a s  ins ta llin g  a n “inve s tor
relations”  firm,  or  introducing   an   in-house   accountant to assist with preparing  the  issuers’
financial  statements.
37. Once an issuer  agrees to  be funded,  the GP L Defendants acquire  large blocks  of
the issuer’s unrestricted stock at a steep discount,  either by:  1) purchasing  aged convertible  notes
from  the  issuer’s  debtholders,  which notes the GP L Defendants then convert into  shares; or 2)
purchasing  shares directly  from  the issuer  through  qualified  Reg. A offerings.
38. The  GP L  Defendants  generally   sell  newly  acquired  shares  into  the  market  before
purchasing  new  blocks  in  the  same  issuer.
39. Since at least early 2017 and continuing  to the present, the GP L Defendants have
acquired  and  sold   stock  of  approximately   140  microcap  issuers  pursuant  to  their  business  model.
40. The GP L Defendants’  ongoing   business  is  a  multi-mil lion   dollar  enterprise,  with
their stock sales generating  gross proceeds of at least $81  million.

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III. THE HEMPAMERICANA SCALPING SCHEME

41. HempAmericana was one of the GP L Defendants’ most profitable  scalping
schemes, generating  a profit  of approximately  $11  million.
42. The   H e mpA me r ic a na   s c a lping   s c he me   is   illus tr a tive    of   the GP L Defendants’
broader  conduct  in  ensuring   that  they  can  profitably   sell  the  stock  acquire d  of  troubled  issuers  –
not  by  virtue  of  financing   companies  that  become  successful  in  their  operations,   but  by  virtue  of
financing  opaque and far-reaching promotional  campaigns.
43. The HempAmericana scheme can be summarized  as follows:   (1)  the GPL
Defendants repeatedly acquired  stock purportedly  sold  pursuant to the Reg. A registration
exemption,  conditioned  on a portion  of the stock sales proceeds being  sent by the issue r to
Seaside; (2) Seaside  then paid  Individual  A, a professional  stock promoter;  (3) Individua l  A
hired  promoters,  or  middlemen,   who  in  turn  hired  other  promoters,  to  promote  the  stock;  (4)  the
GP L Defendants sold  the stock during  the promotiona l  campaigns,  which did  not disclose  that
the  promotions   were  indirectly   funded  by  the  issuer,  HempAmericana,  using  the  proceeds
received from the GPL Defendants, the most significant  purchaser in the issuer’s qualified  Reg.
A offerings,  or that the GP L Defendants intended  to sell  their  large stock holdings  during  the
promotion.
44. Additionally,   in  order  to  deposit  and  sell  their  HempAmericana  shares,  the  GP L
Defendants  falsely  told   their  brokers  that  they  were  not  involved   in  the  promotiona l   activity.
45. Further,  the “Use of  Proceeds” representations  in  HempAmericana’s  Reg.  A
offering  circulars misleadingly  failed  to mention  that significant  portions  of the stock sales
proceeds would  be used for stock promotion.

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A. The  GPL De fe ndants ’ Share  Acquis itions  in He mpAme ricana
46. HempAmericana  is  a struggling   microcap  CBD company  with  a factory and
equipment   aimed  at  processing,   bottling,   and  selling   hemp-based  products.
47. Since  its  incorporation   in  February  2014,   HempAmericana  has  never  been
profitable.
48. From  2017  through  May  2020,  HempAmericana  generated  a  mere  $9,727  in
revenues.
49. Disclosure  statements filed  on OTCMarkets’ website have noted  that the company
must  raise  funds  in  order  to  finance  operations.
50. HempAmericana  has  not  filed  financial   information   with  OTCMarkets  since  July
2020, and  is  currently  quoted  with  a  “STOP ”  sign,  a designation  used by OTCMarkets to
indic a te   c ompa nie s   “tha t  ma y  not  be   a ble   or   w illin g   to  pr ovide    c ur r e nt  dis c los ur e   to  the   public
markets.”
51. Shortly  after HempAmericana’s  first  Reg. A capital  raise was qualified  on  June
29,  2017,  HempAmericana’s   C EO ,  R os illo,   be ga n  is s uing   unr e s tr ic te d  R e g.   A   s ha r e s   to  the   GP L
Defendants.
52. From  July  2017  to  November  2019,  a  period  when  the  GP L  Defendants  were
particularly  active  in  HempAmericana,  the  GP L  Defendants  sequentially  acquired  the  majority  of
the unrestricted  shares issued by HempAmericana.
53. As  alleged  further  below,  all  the  Defendants  understood  that  Dillon,   who   was   in
charge of overseeing  the HempAmericana scheme, would  only  purchase additional  tranches of
shares in  the Reg. A offerings  if the GP L Defendants could  successfully  sell  their existing  shares
into  the  market.

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54. The   R e g.   A   of f e r ing   c ir c ula r s    tha t  R os illo   a nd  H e mpA me r ic a na    f ile d   w ith  the
Commission,   along  with  offering  statements  on  Forms  1-A,  indicated  that  the  capital  raised
would  be  used  “to  grow  its  business.”
55. R os illo   a nd  H e mpA me r ic a na   f a ile d   to  dis c los e    tha t  s ignif ic a nt   pe r c e nta ge s   of   the
offering  proceeds were going  to be used to promote  the stock, and failed  to disclose  that the
promotion   was  designed  to  allow   its  biggest  stock  purchaser  (i.e., the GP L Defendants) to profit
from  selling   their  stockholdings.
B. The  GPL De fe ndants  Ins talle d Se as ide  to Promote  HempAme ricana
56. The GP L Defendants conditioned  their investment  in HempAmericana on the
company hiring  Seaside to promote  the company’s  stock.
57. To this  end, Dillon  introduced  Rosillo   to  A da ms   a nd  I ndividua l   A ,  a nd  r e quir e d
tha t  R os illo   hir e   Se a s ide   a s   a   “c ons ulta nt”    w ith   the   e xpr e s s   understanding   that  Seaside,  in  turn,
would  sub-contract  Individua l  A to undertake a wide-ranging  promotional  campaign  to enable
the GPL Defendants to sell their shares at a profit.
58. While  HempAmericana  publicly   disclosed  retaining  Seaside  as  a  consultant,
Adams’ use of Individua l   A  had  the  effect  of  distancing   HempAmericana  and  the  GP L
Defendants from the funding  of the promotional  activity.
59. Early  on  in  the  scheme,  the  GP L  Defendants  directed  the  specific   split  of  offering
proceeds between HempAmericana and Seaside.
60. For  example,   in  August  2017,   when  the  GP L  Defendants  purchased  16  million
shares of stock for $80,000,  the funds  went to a HempAmericana escrow account from which
Dillon   then  provided   instructions   for  $50,000   to  be  sent  to  HempAmericana  and  $30,000   to  be
sent to Seaside.

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C. Se as ide  M ade  Payme nts  to Individual A as  Part  of  the  Promotion
61. Once Seaside  received  the GPL Defendants’ money through  HempAmericana,  it
forwarded varying  amounts,  but generally  more than half,  to Individua l  A for promotiona l
a c tivity.
62. O ve r a ll,  of   the   $7. 4  million   in  s toc k  pur c ha s e   pr oceeds that the GPL Defendants
pa id  to  H e mpA me r ic a na   dur ing   the   s c he me ,  $2. 18  million   w a s   pa id  by  H e mpA me r ic a na   to
Seaside,  and  Seaside  in  turn  forwarded  nearly  sixty  percent  of  it  to  Individual   A.
63. I ndividua l   A   w a s   in  dir e c t  c ommunic a tio ns    w ith  both  R os illo   a nd  the   GP L
D e f e nda nts ,  a nd  D illon   a nd  R os illo   w e r e   f ully   a w a r e   of   I ndividua l   A’s role  in  promoting
HempAmericana stock.
64. For  example,  in  May  2019,  Adams  assured  Individua l   A  that  Individua l   A  would
be  compensated  for  his  promotiona l   efforts,  but  the  funds  could  not  come  directly   from
HempAmericana’s escrow account because the GPL Defendants’ brokerage firm would  not
permit  it  so  the  funds  would  instead  come  from  Rosillo.
65. In June 2019,  in reference to the GP L Defendants’ budget for promotions,  Dillon
indicated  that he understood  Individua l  A and Adams to be one and the same, and that he
understood  they  split  the  money.
D. Individual A Funde d Promotions  of He mpAme ricana Us ing Fals e  Dis claime rs
66. Individua l  A  used  HempAmericana’s proceeds from the GPL Defendants’ stock
purchases  to  hire  people  to  promote  the  stock.
67. Individua l  A used two kinds  of promoters.
68. First,  he  hired  people  whom  he  understood   to  have  email  lists  or  social  media
mechanisms  that  would  enable   them  to  get  buyers  into  the  stock,  apparently  with  the  promise  of

 14
buying  cheaper stock in  advance of the promotion.
69. Second,  he hired people  who would  in turn pay others to engage in  more
traditional  promotiona l  activity  during  the  actual  “pump.”
70. As an example  of how the scheme unfolded,  in  January 2018,  the GP L
Defendants purchased $170,000  of HempAmericana stock.  $70,000  of the sales proceeds went
to Seaside,  and $55,000  of that amount  went to Individua l  A, who in turn paid an entity,  “Entity
A.”
71. Later that  month,  another  entity,  “Entity  B,”  put  out  email  blasts  promoting
HempAmericana  stock  and  disclosing   that  it  was  compensated  by  Entity  A,  which  was  described
as a non-affiliated  third  party.
72. The promotion’s   disclaimer   said  that  Entity  B  did  not  own  any  shares  in
HempAmericana  and  made  no  reference  to  anyone  intending   to  sell  shares  into  the  promotion.
73. Individua l  A’s hiring  of such intermediaries  further insulated  the GPL Defendants
from  any  apparent  connection  to  the  promotional   campaign.
74. The promotions  failed  to disclose  either HempAmericana  or the GP L Defendants
as the ultimate  source of funding  for the promotions.
75. Nor did  the promotions  disclose  Seaside’s and Individua l  A’ s   r ole s   in  f a c ilita ting
payment  from  the  GP L  Defendants  to  downstream  promoters  – or that Seaside  and  Individua l   A
were actually affiliated  with and assisted by the issuer, HempAmericana.
76. The promotions  were silent  as to the actual intentions  of the GP L Defendants, the
ultimate  funder of the promotions,  to sell  out their shares in  the promotion.
77. While  some  disclosures  included   a  boilerplate   statement  that  the  funder,  issuer,  or
their  affiliates  “likely   wish  to  liquidate   shares  of  the  profiled   company,”  the  statements  were

 15
misleading  because  the GP L Defendants’ intent  at the outset of investment  was for
HempAmericana  to  funnel   significant   proceeds from the GP L Defendants’ investment  to
promoters  to  enable  the  GP L  Defendants  to  sell  their  stock  and  then  reinvest  in  HempAmericana
for subsequent  rounds of scalping.
E. The  GPL De fe ndants ’ Stock Sale s  Coincide d with the  Promotion
78. The HempAmericana scalping  scheme was very lucrative  for  the GPL
Defendants.
79. The   GP L  D e f e nda nts   pa id   $7. 4  million   to  a c quir e   mor e   tha n  1. 5  billio n   s ha r e s   of
HempAmericana  stock  and,  in  conjunction   with  Individua l   A’s promotional   activity, they sold
the  shares  for  more  than  $18.4  million,   for  approximately   $11  million   in   ille ga l   pr of it .
80. Individua l  A generally  kept Dillon  apprised  of the promotions,  advising  on when
the buying  volume  would  increase and on the strategy for selling  the  stock.
81.  On at least one occasion,  Individual  A requested that Dillon   s e ll  s ome   s toc k  into
the market at a lower price  (pre-promotion)  to enable  Individual  A’s “guys,” i.e., his sub-
promoters,  to  get  in  the  stock  more  cheaply  due  to  an  apparent  shortfall   in  Individua l   A’s
spending  for  promotion.
IV. DILLON AND PANAIT MADE FALSE STATEMENTS TO THEIR BROKERS
82. Throughout  the period  of the HempAmericana scalping  scheme, the GP L
Defendants’ broker-dealers repeatedly  requested affirmations  as to whether the GP L Defendants
were involved  in  stock promotions  when the GP L Defendants  sought to deposit  and sell  the
shares that were obtained  from HempAmericana and other  issuers.
83. Dillon  and P anait repeatedly provided  false assurance s to their  broker-dealers that
the GP L Defendants were not involved  in  any promotional  activity.

 16
84. For example, in connection  with their requests to deposit  HempAmericana shares,
both Dillon  and P anait signed  numerous  deposit  request forms for a broker-dealer,  Broker-Dealer
A, in which they denied that they were “currently  promoting”   HempAmericana,  and  denied,  “at
any  time  while  selling   the  securities  on  depos it  in  the  account,”  having   any  “plan  to  promote  or
engage a third  party to promote . . .  the issuer’s securities.”
85. Dillon   also  directly   denied  involvement   in  stock  promotion   when  confronted  by
Broker-Dealer A’s compliance  personnel.
86. Those false statements were critical  to enabling  the GPL Defendants to deposit
and sell  stock, thereby achieving  the objective  of their scalping  scheme.
V. HEMPAMERICANA AND ROSILLO FILED FALSE REG. A OFFERING
 CIRCULARS WITH THE COMMISSION

87. Starting  in  July  2017,   HempAmericana  had  four  qualified   Reg.  A  offerings.
88. I n  c onne c tion   w ith  the   f our   R e g.   A   of f e r ings ,   R os illo   s igne d   a nd  c e r tif ie d
HempAmericana  filings  with  the  Commission.
89. Each  offering  circular  filed   with  the  Commission   in  connection   with  the  four  Reg.
A offerings represented that  HempAmericana planned  to use the offering  proceeds “to grow its
business.”
90. A  table  in  the  offering  circular  estimated  how  HempAmericana  planned  to
allocate offering  proceeds, including  the following  categories:  “Marketing  and  marketing  staff,”
“Sales and sales staff,” “Inventory,”  “Distribution/pr oduct ion  warehouse,” “Factory,  Equipment
and Machinery,”  “Other staff and operating  costs,” and “Investments  in  hemp-related  going
concerns (including  licenses).”
91. A further explanation  for the Marketing  and Sales categories,  for which  a
combined  total of  up to twenty percent of expected proceeds were allocated,  provided:

 17
Ma r ke ting   a nd  Sa le s   w ill   la r ge ly   be   r e la te d  to  the   hir ing   a nd  pa yme nt   of   a   huma n
sales team as well  as advertising  costs associated with  online  advertising
platforms  such as Google  Adwords (sic) and Facebook,  as well  as paying  directly
to websites per their ad and affiliate  programs.

92. HempAmericana  never  disclosed   that,  in  fact,  it  intended   to  use  a  substantial
portion  of the stock sale proceeds – ultimately   approximately  twenty-nine  percent – toward
promoting  the stock  for unlawful  purposes  instead of growing  or  marketing  the  company’s
products  and  business.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 15(a)
(GPL  De fe ndants )
93. The Commission  re-alleges and incorporates  by reference here the allegations  in
paragraphs  1  through  92.
94. GP L Ventures and GP L Management,  persons other than natural persons,  and
Dillon  and P anait,  natural  persons not associated with a broker or dealer which  is a person other
than a natural person,  made use of the mails  or any means or instrumentality  of interstate
commerce to effect transactions in,  or to induce or attempt to induce  the purchase or sale of, any
security  without   being  registered  with  the  Commission   as  a  broker-dealer.
95. By reason of the foregoing,  the GP L Defendants violated,  and, unless  enjoined,
w ill   a ga in  viola te    Exc ha nge   A c t  Se c tion  15( a )   [ 15  U . S. C .   §   78o(a)].
SECOND CLAIM FORRELIEF
Control Pe rs on Liability for  Violations  of Exchange  Act Se ction 15(a)
(Dillon and Panait)
96. The Commission  re-alleges and incorporates  by reference here the allegations  in
paragraphs  1  through  92.
97. As alleged  above,  GP L Ventures and GP L Management violated  Exchange Act
Section  15(a)  [15  U.S.C.  §  78o(a)].

 18
98. At all relevant  times,  Dillon  and P anait controlled  GP L Ventures and GP L
Management and were culpable  participants  in GP L Ventures’ and GP L Management’s
violations  of Exchange Act Section  15(a) [15 U.S.C. §  78o(a)].
99. By reason of the foregoing,  Dillon  and P anait are liable  as controlling  persons
pursuant  to  Exchange  Act  Section  20(a)  [15  U.S.C.  §  78t(a)]  for   GP L Ventures’ and GP L
Management’s  violations   of  Exchange  Act  Section  15(a)  [15  U.S.C.  §   78o(a)].
THIRD CLAIM FOR RELIEF
Violations  of Se curitie s  Act Se ction 17(a)
(GPL  De fe ndants , He mpAme ricana, and Ros illo)

100. The  Commission   re-alleges  and  incorporates  by  reference  here   the  allegations   in
paragraphs  1  through  92.
101. Defendants GP L Ventures, GP L Management,  Dillon,  P anait, HempAmericana ,
a nd  R os illo ,   dir e c tly   or   indir e c tly,   s ingly   or   in  c onc e r t,  in  the   of f e r   or   s a le   of   s e c ur itie s   a nd  by  the
use of the means or instruments  of transportation  or communication  in interstate commerce or
the mails,  (1) knowingly  or recklessly  have employed  one  or more devices,  schemes or artifices
to defraud,  (2) knowingly,  recklessly,  or negligently  have obtained  money  or property by means
of one or more untrue  statements of a material  fact or omissions  of a material  fact necessary in
order to make the stateme nts made, in  light  of the circumstances under which they were made,
not  misleading,   and/or  (3)  knowingly,   recklessly,   or  negligently   have  engaged  in  one  or  more
transactions,  practices, or courses of business  which operated or would  operate as a fraud or
deceit upon  the  purchaser.
102. By reason of the foregoing,  Defendants GP L Ventures, GP L Management,  Dillon,
P a na it,  H e mpA me r ic a na ,   a nd  R os illo ,   dir e c tly   or   indir e c tly,   ha ve   viola te d   a nd,  unle s s    e njoine d,
w ill  a ga in  viola te   Se c ur itie s   A c t  Se c tion  17( a )   [ 15  U . S. C .   §   77q(a)].

 19
FOURTH CLAIM FOR RELIEF
Violations  of Exchange  Act Se ction 10(b) and Rule  10b-5 The re unde r
(GPL  De fe ndants , He mpAme ricana, and Ros illo)

103. The Commission  re-alleges and incorporates  by reference here the allegations  in
paragraphs  1  through  92.
104. Defendants GP L Ventures, GP L Management,  Dillon,  P anait, HempAmericana,
a nd  R os illo ,   dir e c tly   or   indir e c tly,   s ingly   or   in  c onc e r t,  in  connection  with the purchase or sale of
securities  and  by  the  use  of  means  or  instrumentalit ies   of  interstate  commerce,  or  the  mails,   or
the   f a c ilitie s   of   a   na tiona l  s e c ur itie s   e xc ha nge ,  knowingly  or recklessly  have (i) employed  one or
more  devices,  schemes,  or  artifices  to  defraud,  (ii)  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,
a nd/or   ( iii)    e nga ge d  in  one   or   mor e   a c ts ,  pr a c tic e s ,  or   c our s e s   of   bus ine s s   w hic h  ope r a te d  or
would  operate as a fraud or deceit upon  other  persons.
105. By reason of the foregoing,  Defendants GP L Ventures, GP L Management,  Dillon,
P a na it,  H e mpA me r ic a na ,  a nd  R os illo ,   dir e c tly   or   indir e c tly,   s ingly   or   in  c onc e r t,  ha ve   viola te d
a nd,  unle s s   e njoine d,   w ill   a ga in  viola te   Exc ha nge   A c t  Se c tion  10( b)   [ 15  U . S. C .   §   78j( b) ]   a nd
Rule 10b-5  thereunder [17 C.F.R. §  240.10b-5].
FIFTH CLAIM FOR RELIEF
Violations  of Se curitie s  Act Se ctions 17(a)(1) and (3)
(Se as ide  and Adams )

106. The Commission  re-alleges and incorporates  by reference here the allegations  in
paragraphs  1  through  92.
107. Defendants Seaside and Adams, directly  or indirectly,  singly  or in  concert, in the
offer or sale of securities  and by the use of the means or instruments  of transportation  or

 20
communication  in interstate commerce or  the mails,  (1) knowingly  or recklessly  have employed
one  or  more  devices,  schemes  or  artifices  to  defraud,  and/or  ( 2)  knowingly,   recklessly,   or
negligently   have  engaged  in  one  or  more  transactions,  practices,  or  courses  of  business  which
operated or would  operate as a fraud or deceit upon  the  purchaser.
108. By reason of the foregoing,  Defendants Seaside and Adams, directly  or indirectly,
ha ve   viola te d   a nd,  unle s s   e njoine d,   w ill   a ga in  viola te    Se c ur itie s   A c t  Se c tion s   17( a ) ( 1)   a nd  ( 3)   [ 15
U.S.C. §§ 77q(a)(1)  and  (3)].
SIXTH CLAIM FOR RELIEF
Violations  of Exchange  Act Se ction 10(b) and Rule s  10b-5(a) and (c) The re unde r
(Se as ide  and Adams )

109. The Commission  re-alleges and incorporates  by reference here the allegations  in
paragraphs  1  through  92.
110. Defendants Seaside and Adams, directly  or indirectly,  singly  or in  concert, in
connection  with the purchase or sale of securities and by the use of means or instrumentalit ies  of
inte r s ta te   c omme r c e ,  or   the   ma ils ,   or   the   f a c ilitie s    of   a   na tiona l   s e c ur itie s    e xc ha nge ,  knowingly   or
recklessly  have (i) employed  one or more devices, schemes, or artifices to defraud,  and/or (ii)
engaged in one or more acts, practices, or courses of business  which operated or would  operate
as a fraud or deceit upon  other  persons.
111. By reason of the foregoing,  Defendants Seaside and Adams, directly  or indirectly,
s ingly   or   in  c onc e r t,  ha ve   viola te d   a nd,  unle s s   e njoine d,   w ill   a ga in  viola te   Exc ha nge   A c t  Se c tion
10(b)  [15  U.S.C. §  78j(b)]  and Rules  10b-5(a)  and (c) thereunder  [17  C.F.R. § § 240.10b-5(a)  and
(c)].
PRAYER FOR RELIEF
 WHEREFORE, the Commission  respectfully  requests that the Court  enter:

 21
I.
An Order temporarily  and preliminar ily ,  and a Final  Judgment  permanently,  restraining
and enjoining  the GPL Defendants, and each of their respective agents, servants, employees,
attorneys and other persons in  active concert or participation  with each of them who receive
actual  notice  of  the  injunction   by  personal  service  or  otherwise,  from  any  ongoing   and  future
violations  of Exchange Act Section  15(a) [15 U.S.C. § 78o(a)];
II.
An Order directing  the GPL Defendants, and each of their financial  and brokerage
institutions,  agents, servants, employees attorneys-in-fact, and those persons in active concert or
participation  with them who receive actual notice of  such Order by personal  service, facsimile
service,  or  otherwise,  to  hold   and  retain  within   their  control,   and  otherwise  prevent,  any
withdrawal,  transfer,  pledge,  encumbrance,  assignment,  dissipation,   concealment  or  other
disposal  of any assets, funds,  or other property (including  money,  real or personal  property,
securities,  commodities,  choses in action  or other property of any kind  whatsoever) of, held  by,
or under the control  of  the GP L Defendants, whether held in  their names or for their direct or
indirect  beneficial  interest  wherever  situated;
III.
An Order requiring  the GP L Defendants to repatriate funds and other assets now located
outside  the  United  States;
IV.
  An  Order  directing   GP L  Ventures  and  GP L  Management  to  file  with  this  Court  and  serve
upon  the Commission,  within  three (3) business  days, or within  such extension  of time as the

 22
Commission   staff   agrees   to,   sworn   accountings,   signed   by   Dillon  and P anait, and under penalty
of perjury,  setting  forth:
  (1)  All  assets,  liabilit ies   and  property  currently  held,  directly  or  indirectly,   by
or for the benefit of each such Defendant, including,  without  limitat ion,   bank  accounts,
brokerage  accounts,  investments,  business  interests,  loans,  lines  of  credit,  and  real  and
personal property wherever situated, describing  each asset and liability,  its current
location  and  amount;
  (2)  All  money,  property,  assets  and  income  received  by  each  such  Defendant
for  its  direct  or  indirect   benefit,   at  any  time  from  January  1,  2017,  through   the  date  of
such accounting,  describing  the source, amount,  disposition  and current location  of each
of   the   ite ms    lis te d;
 (3) The names and last known  addresses of all  bailees,  debtors,  and other
persons and entities  that currently  are holding  the as sets, funds or property of each such
Defendant; and
  (4)  All  assets,  funds,  securities,  and  real  or  personal  property  received  by  each
such Defendant, or any other person controlled  by them,  from persons who provided
money  to such Defendants in  connection  with  the offer, purchase or sale of securities,
from January 1, 2017,  to the date of the accounting,  and the disposition  of such assets,
funds,  securities,  real  or  personal  property;
V.
An Order providing  that the Commission  may take expedited  discovery;
VI.
An Order temporarily  and preliminar ily  enjoining  and restraining  the GP L Defendants,

 23
and  any  person  or  entity  acting  at  their  direction   or  on  their  behalf,  from  destroying,   altering,
concealing  or otherwise interfering  with the access of the Commission  to relevant documents;
VII.
An Order providing  that the Commission  may effect service by alternative  means,
including  service on the GP L Defendants or their  counsel  by email;
VIII.
A Final  Judgment  permanently  enjoining  the GP L Defendants, HempAmericana ,  and
R os illo,   a nd  the ir   a ge nts ,  s e r va nts ,  e mploye e s   a nd  a ttor ne ys   a nd  a ll  pe r s ons   in  a c tive   c onc e r t  or
participation   with   any   of   them  from  violating,   directly   or  indirectly,   Securities  Act  Section  17(a)
[15  U.S.C.  §   77q(a)],  and  Exchange  Act  Section  10(b)  [15  U.S.C.  §   78j(b)]  and  Rule  10b-5
thereunder  [17  C.F.R. §  240.10b-5];
IX.
A  Final  Judgment  permanently   enjoining   Seaside  and  Adams,  and  t  their  agents,  servants,
employees  and attorneys and all  persons in active concert or participation  with  any of them  from
violating,  directly  or  indirectly,  Securities  Act  Sections  17(a)(1) and (3) [15 U.S.C. §§  77q(a)(1)
and  (3)],  and  Exchange  Act  Section  10(b)  [15  U.S.C.  §   78j(b)]   and  Rules  10b-5(a)  and  (c)
thereunder  [17  C.F.R. § § 240.10b-5(b)(a)  and (c)];
X.
A  Final  Judgment  ordering  Defendants  to  disgorge  all  ill-gotten   gains  and/or  unjust
enrichment received directly or indirectly,  with pre-judgment  interest thereon,  as a result of the
alleged  violations ,   pursuant  to  Exchange  Act  Sections  21(d)(5)  and  21(d)(7)   [15  U.S.C.
§§ 78u(d)(5)  and 78u(d)(7)];

 24
XI.
A Final  Judgment  ordering  Defendants 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)];
XII.
A  Final  Judgment  permanently  prohibit ing   Rosillo   a nd  A da ms   f r om  s e r ving  a s   a n  of f ic e r
or director  of any company  that has a class of securities registered under Exchange Act Section
12 [15 U.S.C. § 78l] or that is required  to file  reports under Exchange Act Section 15(d)  [15
U.S.C. § 78o(d)],  pursuant  to  Securities  Act Section  20(e) [15  U.S.C. § 77t(e)]  and Exchange  Act
Section  21(d)(2)  [15  U.S.C.  §   78u(d)(2)];
XIII.
A Final  Judgment  permanently  prohibit ing  the GP L Defendants, Rosillo,   Se a s ide ,   a nd
Adams  from  participating   in  any  offering  of  a  penny  stock,  including   engaging   in  activities   with
a broker,  dealer, or issuer for purposes of issuing,  trading,  or inducing  or attempting  to induce  the
purchase or sale of any penny stock,  under Exchange Act Section  21(d)(6) [15 U.S.C.
§ 78u(d)(6)];  and
XIV.
Granting  any other and further relief this  Court may deem just and proper.

25
JURY DEMAND
P ursuant  to  Rule  38  of  the  Federal  Rules  of  Civil   P rocedure,  P laintiff   demands  that  this
case be tried  to a jury.
Dated: New York,  New York
August, 2021
____________________________________
RICHARD R. BEST
REGIONAL DIRECTOR
Sanjay  Wadhwa
Adam S. Grace
P a ul G. Gizzi
Brenda Wai Ming  Chang
John  C.  Lehmann
Attorneys  for  Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York  Regional  Office
Brookfield  Place
200  Vesey  Street,  Suite  400
New York,  New York  10281-1022
212-336-0077   (Gizzi)
Ema il:  gizzip@ s e c . gov
RICHARD BEST
Digitally signed by RICHARD BEST
Date: 2021.08.13 07:52:08 -04'00'

RICHARD R. BEST 
REGIONAL DIRECTOR 
Sanjay Wadhwa 
Adam S. Grace 
Paul G. Gizzi 
Brenda Wai Ming Chang 
John C. Lehmann 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office  
Brookfield Place  
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
212-336-0077 (Gizzi) 
Email: [email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
GPL VENTURES LLC, 
GPL MANAGEMENT LLC, 
ALEXANDER J. DILLON, 
COSMIN I. PANAIT, 
HEMPAMERICANA, INC., 
SALVADOR E. ROSILLO, 
SEASIDE ADVISORS, LLC, and 
LAWRENCE B. ADAMS, 
  
                                             Defendants. 
 
 

 
 
COMPLAINT 

   
21 Civ. _____ (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendants GPL Ventures LLC (“GPL Ventures”), GPL Management LLC (“GPL 

Management”), Alexander J. Dillon (“Dillon”), Cosmin I. Panait (“Panait” and, together with 

GPL Ventures, GPL Management, and Dillon, the “GPL Defendants”), HempAmericana, Inc. 

Case 1:21-cv-06814   Document 1   Filed 08/13/21   Page 1 of 25



 2 

(“HempAmericana”), Salvador E. Rosillo (“Rosillo”), Seaside Advisors, LLC (“Seaside”), and 

Lawrence B. Adams (“Adams”) (collectively “Defendants”), alleges as follows: 

SUMMARY 

1. The Commission brings this emergency action to halt the GPL Defendants’ 

ongoing violations of the dealer registration requirements of the federal securities laws. 

2. Since at least early 2017 and continuing to the present, the GPL Defendants have 

been acting as unregistered dealers by privately acquiring large blocks of stock in approximately 

140 microcap issuers and publicly selling those blocks into the market for their own account, 

generating gross proceeds of at least $81 million.   

3. Section 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 

U.S.C. § 78o(a)] makes it illegal for a broker or dealer to use the mails or any means or 

instrumentality of interstate commerce to effect any transaction in, or to induce or attempt to 

induce the purchase or sale of, any security unless the broker or dealer, absent an applicable 

exemption, is either registered with the Commission or is a natural person associated with a 

registered broker or dealer.  Scienter is not required to violate this provision of the securities 

laws. 

4. None of the GPL Defendants is registered with the Commission, and neither 

Dillon nor Panait is associated with a registered broker or dealer. 

5. As such, the GPL Defendants’ conduct constitutes an ongoing violation of the 

dealer registration requirements, and emergency relief in the form of a temporary restraining 

order and preliminary injunction against such continued violation is necessary to prevent further 

harm to investors.     

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6. In addition, an asset freeze, accountings, and other emergency relief is required to 

preserve the status quo and prevent the dissipation of assets.  The GPL Defendants have been 

using a broker in the Cayman Islands, and GPL has an account held with a financial firm in 

Canada, containing millions of dollars in cash and securities.  Moreover, according to brokerage 

records, Panait is a Romanian citizen and, therefore, may be particularly well-positioned to 

transfer assets overseas. 

7. In addition to the emergency action to halt the GPL Defendants’ ongoing dealer 

registration violations, the Commission charges all Defendants with securities fraud in 

connection with a fraudulent course of conduct involving the stock of HempAmericana. 

8. As part of their ongoing dealer registration violations, the GPL Defendants are 

secretly funding promotional activity in microcap issuers whose stock they trade.  This illegal 

conduct is known as “scalping.”  

9. A Defendant “scalps” when that Defendant (i) acquires shares of a stock for his own 

benefit prior to recommending or touting that very stock to others, (ii) does not disclose in the tout 

the full details of his ownership of the shares and his plans to sell them, and (iii) proceeds to sell his 

shares following the tout’s dissemination, and into the share price and trading volume increases 

triggered by his touting.  

10. The GPL Defendants’ scalping activities included buying and selling large blocks 

of HempAmericana securities from 2017 through at least late 2019.  HempAmericana was one of 

the GPL Defendants’ most profitable scalping schemes, generating profits of approximately $11 

million. 

11. The GPL Defendants provided funding to HempAmericana in exchange for its 

stock.  The GPL Defendants required that HempAmericana and its CEO, Rosillo, split the 

offering proceeds with Seaside.  As a result, Rosillo transferred funds to Seaside and its CEO, 

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Adams, as well as to another individual, to finance the GPL Defendants’ covert promotional 

activities. 

12. HempAmericana provided misleading public disclosures about its use of the funds 

received from the GPL Defendants.  Seaside and Adams, as well as another individual, hired 

others to promote HempAmericana.  Those promotions failed to disclose that the GPL 

Defendants funded the promotions, and failed to disclose that the GPL Defendants intended to 

sell HempAmericana stock at the same time that Seaside and Adams were paying promoters to 

recommend that investors purchase the stock. 

13. The GPL Defendants also committed securities fraud by lying to broker-dealers 

about their involvement in the scalping scheme.  

14. Finally, HempAmericana and Rosillo committed securities fraud by filing false 

Regulation A (“Reg. A”) offering circulars with the Commission. 

VIOLATIONS 

15. By virtue of the foregoing conduct and as alleged further herein: (i) the GPL 

Defendants have violated Exchange Act Section 15(a) [15 U.S.C.§ 78o(a)] and, in the 

alternative, Dillon and Panait are liable as control persons for GPL Ventures’ and GPL 

Management’s violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)] under Exchange 

Act Section 20(a) [15 U.S.C. § 78t(a)]; (ii) the GPL Defendants, HempAmericana, and Rosillo 

have violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §  77q(a)], 

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

§ 240.10b-5]; and (iii) Seaside and Adams have violated Securities Act Sections 17(a)(1) and (3) 

[15 U.S.C. §§ 77q(a)(1) and (3)], and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]. 

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16. Unless Defendants are restrained and enjoined, Defendants will engage in the 

acts, practices, transactions, and courses of business set forth in this Complaint or in acts, 

practices, transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

17. The Commission brings this action pursuant to the authority conferred upon it by 

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)].  

18. To maintain the status quo and to preserve assets sufficient for the GPL 

Defendants to pay disgorgement, prejudgment interest, and civil penalties in accordance with any 

final judgment of this Court, the Commission seeks emergency relief during the pendency of this 

action, including: (a) a temporary restraining order and a preliminary injunction against the GPL 

Defendants prohibiting them from acting as unregistered dealers or otherwise violating Exchange 

Act Section 15(a) [15 U.S.C. § 78o(a)], including but not limited to by buying and selling blocks 

of securities of microcap issuers for their own account; and (b) an order (i) freezing the GPL 

Defendants’ assets, (ii) requiring the GPL Defendants to repatriate funds and other assets now 

located outside the United States; (iii) requiring GPL Ventures and GPL Management to provide 

the Commission with sworn accountings, (iv) granting the Commission expedited discovery, (v) 

prohibiting the GPL Defendants from destroying, altering, or otherwise disposing of relevant 

documents, and (vi) permitting service by alternative means, including service on the GPL 

Defendants or their counsel by email. 

19. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws this Complaint alleges they have violated; (b) ordering 

Defendants to disgorge all ill-gotten gains and/or unjust enrichment received as a result of the 

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violations alleged herein and to pay prejudgment interest thereon, pursuant to Exchange Act 

Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]; (c) ordering Defendants 

to pay civil money penalties pursuant to 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)]; (d) permanently prohibiting Rosillo and 

Adams from serving as an officer or director of any company that has a class of securities 

registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports 

under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Exchange Act 

Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently prohibiting the GPL Defendants, 

Rosillo, Seaside, and Adams from participating in any offering of a 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 (f) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

20. This Court has jurisdiction over this action pursuant to Securities Act Section 

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

21. Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

22. 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].  Defendants may be found in, are inhabitants 

of, or transact business in the Southern District of New York, and certain of the acts, practices, 

transactions, and courses of business alleged in this Complaint occurred within this District.  For 

example, GPL Ventures, GPL Management, and HempAmericana are based in this District, and 

Panait and Rosillo reside in this District. 

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DEFENDANTS 

23. GPL Ventures and GPL Management are both incorporated in Delaware, with 

headquarters in New York, New York.  GPL Ventures and GPL Management are in the business 

of privately acquiring and publicly selling the securities of microcap issuers.  The securities are 

acquired in the account of GPL Ventures, and GPL Management provides operational support 

for their business. 

24. Dillon, age 32, resides in Closter, New Jersey.  He and Panait co-own and control 

GPL Ventures and GPL Management, through which they invest in microcap companies.  Dillon 

previously held a Series 7 securities license, and was briefly employed at a registered broker-

dealer from April 2013 to July 2013. 

25. Panait, age 35, resides in New York, New York and is a Romanian citizen.  He 

and Dillon co-own and control GPL Ventures and GPL Management, through which they 

purportedly invest in microcap companies. 

26. HempAmericana (ticker OTC BB: HMPQ), is incorporated in Delaware and 

headquartered in New York, New York.  HempAmericana purports to research, develop, and sell 

products made of industrial hemp, including canabidiol, or CBD, oil.  On June 12, 2015, 

HempAmericana filed a certification and notice of termination of registration under Exchange 

Act Section 12(g) [15 U.S.C. § 78l(g)] or suspension of duty to file reports under Exchange Act 

Sections 13 and 15(d) [15 U.S.C. § 78m and 78o(d)]. 

27. Rosillo, age 84, resides in New York, New York.  He is the CEO of 

HempAmericana. 

28. Seaside  is incorporated in New Jersey, with its headquarters in Rumson, New 

Jersey.  Seaside is a consulting firm for various microcap companies that purportedly assists 

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with, among other things, marketing, public relations, and general business advice. 

29. Adams , age 66, resides in Rumson, New Jersey.  Adams owns Seaside and is also 

the CEO of a microcap issuer, Image Protect Inc. (ticker OTC: IMTL). 

FACTS 

I. STATUTORY FRAMEWORK FOR DEALER REGISTRATION 

30. As alleged below, the GPL Defendants violated the broker-dealer registration 

requirements of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)] by engaging in the business of 

acquiring large blocks of numerous microcap issuers’ stock and, after depositing the shares with 

their brokers, selling such blocks for their own accounts into the market as quickly as possible, 

depending on the liquidity in the shares resulting from the GPL Defendants’ funded promotions.  

Exchange Act Section 15(a) [15 U.S.C. § 78o(a)] makes it illegal for a broker or dealer to use the 

mails or any means or instrumentality of interstate commerce to effect any transaction in, or to 

induce or attempt to induce the purchase or sale of, any security unless the broker or dealer, 

absent an applicable exemption, is either registered with the Commission or is a natural person 

associated with a registered broker or dealer.  Scienter is not required for a violation of Exchange 

Act Section 15(a) [15 U.S.C. § 78o(a)]. 

31. Exchange Act Section 3(a)(5)(A) [15 U.S.C. § 78c(a)(5)(A)] defines “dealer” 

generally as “any person engaged in the business of buying and selling securities . . . for such 

person’s own account through a broker or otherwise.”  Exchange Act Section 3(a)(5)(B) [15 

U.S.C. § 78c(a)(5)(B)] excludes from the definition of “dealer” any “person that buys and sells 

securities . . . for such person’s own account, either individually or in a fiduciary capacity, but 

not as part of a regular business.” 

32. Determining whether a person is acting as a dealer is a fact-specific inquiry and 

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involves a two-prong analysis of whether the person: (1) buys and sells securities for its own 

account, and (2) engages in those activities as part of a regular business.   

II. THE GPL DEFENDANTS ARE IN THE BUSINESS OF REGULARLY BUYING 
AND SELLING SECURITIES FOR THEIR OWN ACCOUNT 

 
33. The GPL Defendants’ business is privately acquiring discounted shares of 

microcap issuers and then selling those shares into the market.   

34. Dillon and Panait coordinate and authorize all of GPL Ventures’ and GPL 

Management’s stock trading.   

35. The GPL Defendants arrange for cold-callers to pitch GPL Ventures to publicly 

traded microcap issuers, offering capital infusions, purportedly to support the issuers’ operations.   

36. At times, other services are pitched or provided, such as installing an “investor 

relations” firm, or introducing an in-house accountant to assist with preparing the issuers’ 

financial statements.   

37. Once an issuer agrees to be funded, the GPL Defendants acquire large blocks of 

the issuer’s unrestricted stock at a steep discount, either by: 1) purchasing aged convertible notes 

from the issuer’s debtholders, which notes the GPL Defendants then convert into shares; or 2) 

purchasing shares directly from the issuer through qualified Reg. A offerings.   

38. The GPL Defendants generally sell newly acquired shares into the market before 

purchasing new blocks in the same issuer. 

39. Since at least early 2017 and continuing to the present, the GPL Defendants have 

acquired and sold stock of approximately 140 microcap issuers pursuant to their business model.   

40. The GPL Defendants’ ongoing business is a multi-million dollar enterprise, with 

their stock sales generating gross proceeds of at least $81 million. 

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III. THE HEMPAMERICANA SCALPING SCHEME 
 

41. HempAmericana was one of the GPL Defendants’ most profitable scalping 

schemes, generating a profit of approximately $11 million.   

42. The HempAmericana scalping scheme is illustrative of the GPL Defendants’ 

broader conduct in ensuring that they can profitably sell the stock acquired of troubled issuers – 

not by virtue of financing companies that become successful in their operations, but by virtue of 

financing opaque and far-reaching promotional campaigns. 

43. The HempAmericana scheme can be summarized as follows:  (1) the GPL 

Defendants repeatedly acquired stock purportedly sold pursuant to the Reg. A registration 

exemption, conditioned on a portion of the stock sales proceeds being sent by the issuer to 

Seaside; (2) Seaside then paid Individual A, a professional stock promoter; (3) Individual A 

hired promoters, or middlemen, who in turn hired other promoters, to promote the stock; (4) the 

GPL Defendants sold the stock during the promotional campaigns, which did not disclose that 

the promotions were indirectly funded by the issuer, HempAmericana, using the proceeds 

received from the GPL Defendants, the most significant purchaser in the issuer’s qualified Reg. 

A offerings, or that the GPL Defendants intended to sell their large stock holdings during the 

promotion.   

44. Additionally, in order to deposit and sell their HempAmericana shares, the GPL 

Defendants falsely told their brokers that they were not involved in the promotional activity.   

45. Further, the “Use of Proceeds” representations in HempAmericana’s Reg. A 

offering circulars misleadingly failed to mention that significant portions of the stock sales 

proceeds would be used for stock promotion. 

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A. The GPL Defendants’ Share Acquisitions in HempAmericana  

46. HempAmericana is a struggling microcap CBD company with a factory and 

equipment aimed at processing, bottling, and selling hemp-based products.   

47. Since its incorporation in February 2014, HempAmericana has never been 

profitable.   

48. From 2017 through May 2020, HempAmericana generated a mere $9,727 in 

revenues.   

49. Disclosure statements filed on OTCMarkets’ website have noted that the company 

must raise funds in order to finance operations.   

50. HempAmericana has not filed financial information with OTCMarkets since July 

2020, and is currently quoted with a “STOP” sign, a designation used by OTCMarkets to 

indicate companies “that may not be able or willing to provide current disclosure to the public 

markets.”   

51. Shortly after HempAmericana’s first Reg. A capital raise was qualified on June 

29, 2017, HempAmericana’s CEO, Rosillo, began issuing unrestricted Reg. A shares to the GPL 

Defendants.   

52. From July 2017 to November 2019, a period when the GPL Defendants were 

particularly active in HempAmericana, the GPL Defendants sequentially acquired the majority of 

the unrestricted shares issued by HempAmericana.   

53. As alleged further below, all the Defendants understood that Dillon, who was in 

charge of overseeing the HempAmericana scheme, would only purchase additional tranches of 

shares in the Reg. A offerings if the GPL Defendants could successfully sell their existing shares 

into the market. 

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54. The Reg. A offering circulars that Rosillo and HempAmericana filed with the 

Commission, along with offering statements on Forms 1-A, indicated that the capital raised 

would be used “to grow its business.”   

55. Rosillo and HempAmericana failed to disclose that significant percentages of the 

offering proceeds were going to be used to promote the stock, and failed to disclose that the 

promotion was designed to allow its biggest stock purchaser (i.e., the GPL Defendants) to profit 

from selling their stockholdings. 

B. The GPL Defendants Installed Seaside to Promote HempAmericana 

56. The GPL Defendants conditioned their investment in HempAmericana on the 

company hiring Seaside to promote the company’s stock.   

57. To this end, Dillon introduced Rosillo to Adams and Individual A, and required 

that Rosillo hire Seaside as a “consultant” with the express understanding that Seaside, in turn, 

would sub-contract Individual A to undertake a wide-ranging promotional campaign to enable 

the GPL Defendants to sell their shares at a profit.  

58. While HempAmericana publicly disclosed retaining Seaside as a consultant, 

Adams’ use of Individual A had the effect of distancing HempAmericana and the GPL 

Defendants from the funding of the promotional activity.  

59. Early on in the scheme, the GPL Defendants directed the specific split of offering 

proceeds between HempAmericana and Seaside.  

60. For example, in August 2017, when the GPL Defendants purchased 16 million 

shares of stock for $80,000, the funds went to a HempAmericana escrow account from which 

Dillon then provided instructions for $50,000 to be sent to HempAmericana and $30,000 to be 

sent to Seaside. 

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C. Seaside Made Payments to Individual A as Part of the Promotion 

61. Once Seaside received the GPL Defendants’ money through HempAmericana, it 

forwarded varying amounts, but generally more than half, to Individual A for promotional 

activity.   

62. Overall, of the $7.4 million in stock purchase proceeds that the GPL Defendants 

paid to HempAmericana during the scheme, $2.18 million was paid by HempAmericana to 

Seaside, and Seaside in turn forwarded nearly sixty percent of it to Individual A.  

63. Individual A was in direct communications with both Rosillo and the GPL 

Defendants, and Dillon and Rosillo were fully aware of Individual A’s role in promoting 

HempAmericana stock.   

64. For example, in May 2019, Adams assured Individual A that Individual A would 

be compensated for his promotional efforts, but the funds could not come directly from 

HempAmericana’s escrow account because the GPL Defendants’ brokerage firm would not 

permit it so the funds would instead come from Rosillo.   

65. In June 2019, in reference to the GPL Defendants’ budget for promotions, Dillon 

indicated that he understood Individual A and Adams to be one and the same, and that he 

understood they split the money. 

D. Individual A Funded Promotions of HempAmericana Using False Disclaimers 

66. Individual A used HempAmericana’s proceeds from the GPL Defendants’ stock 

purchases to hire people to promote the stock.   

67. Individual A used two kinds of promoters.   

68. First, he hired people whom he understood to have email lists or social media 

mechanisms that would enable them to get buyers into the stock, apparently with the promise of 

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buying cheaper stock in advance of the promotion.   

69. Second, he hired people who would in turn pay others to engage in more 

traditional promotional activity during the actual “pump.”   

70. As an example of how the scheme unfolded, in January 2018, the GPL 

Defendants purchased $170,000 of HempAmericana stock.  $70,000 of the sales proceeds went 

to Seaside, and $55,000 of that amount went to Individual A, who in turn paid an entity, “Entity 

A.”   

71. Later that month, another entity, “Entity B,” put out email blasts promoting 

HempAmericana stock and disclosing that it was compensated by Entity A, which was described 

as a non-affiliated third party.   

72. The promotion’s disclaimer said that Entity B did not own any shares in 

HempAmericana and made no reference to anyone intending to sell shares into the promotion. 

73. Individual A’s hiring of such intermediaries further insulated the GPL Defendants 

from any apparent connection to the promotional campaign.   

74. The promotions failed to disclose either HempAmericana or the GPL Defendants 

as the ultimate source of funding for the promotions.   

75. Nor did the promotions disclose Seaside’s and Individual A’s roles in facilitating 

payment from the GPL Defendants to downstream promoters – or that Seaside and Individual A 

were actually affiliated with and assisted by the issuer, HempAmericana.   

76. The promotions were silent as to the actual intentions of the GPL Defendants, the 

ultimate funder of the promotions, to sell out their shares in the promotion.   

77. While some disclosures included a boilerplate statement that the funder, issuer, or 

their affiliates “likely wish to liquidate shares of the profiled company,” the statements were 

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misleading because the GPL Defendants’ intent at the outset of investment was for 

HempAmericana to funnel significant proceeds from the GPL Defendants’ investment to 

promoters to enable the GPL Defendants to sell their stock and then reinvest in HempAmericana 

for subsequent rounds of scalping. 

E. The GPL Defendants’ Stock Sales Coincided with the Promotion 

78. The HempAmericana scalping scheme was very lucrative for the GPL 

Defendants.   

79. The GPL Defendants paid $7.4 million to acquire more than 1.5 billion shares of 

HempAmericana stock and, in conjunction with Individual A’s promotional activity, they sold 

the shares for more than $18.4 million, for approximately $11 million in illegal profit.   

80. Individual A generally kept Dillon apprised of the promotions, advising on when 

the buying volume would increase and on the strategy for selling the stock.  

81.  On at least one occasion, Individual A requested that Dillon sell some stock into 

the market at a lower price (pre-promotion) to enable Individual A’s “guys,” i.e., his sub-

promoters, to get in the stock more cheaply due to an apparent shortfall in Individual A’s 

spending for promotion. 

IV. DILLON AND PANAIT MADE FALSE STATEMENTS TO THEIR BROKERS 

82. Throughout the period of the HempAmericana scalping scheme, the GPL 

Defendants’ broker-dealers repeatedly requested affirmations as to whether the GPL Defendants 

were involved in stock promotions when the GPL Defendants sought to deposit and sell the 

shares that were obtained from HempAmericana and other issuers.   

83. Dillon and Panait repeatedly provided false assurances to their broker-dealers that 

the GPL Defendants were not involved in any promotional activity.   

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84. For example, in connection with their requests to deposit HempAmericana shares, 

both Dillon and Panait signed numerous deposit request forms for a broker-dealer, Broker-Dealer 

A, in which they denied that they were “currently promoting” HempAmericana, and denied, “at 

any time while selling the securities on deposit in the account,” having any “plan to promote or 

engage a third party to promote . . . the issuer’s securities.”   

85. Dillon also directly denied involvement in stock promotion when confronted by 

Broker-Dealer A’s compliance personnel.   

86. Those false statements were critical to enabling the GPL Defendants to deposit 

and sell stock, thereby achieving the objective of their scalping scheme. 

V. HEMPAMERICANA AND ROSILLO FILED FALSE REG. A OFFERING 
 CIRCULARS WITH THE COMMISSION 

 
87. Starting in July 2017, HempAmericana had four qualified Reg. A offerings. 

88. In connection with the four Reg. A offerings, Rosillo signed and certified 

HempAmericana filings with the Commission.   

89. Each offering circular filed with the Commission in connection with the four Reg. 

A offerings represented that HempAmericana planned to use the offering proceeds “to grow its 

business.”   

90. A table in the offering circular estimated how HempAmericana planned to 

allocate offering proceeds, including the following categories:  “Marketing and marketing staff,” 

“Sales and sales staff,” “Inventory,” “Distribution/production warehouse,” “Factory, Equipment 

and Machinery,” “Other staff and operating costs,” and “Investments in hemp-related going 

concerns (including licenses).”   

91. A further explanation for the Marketing and Sales categories, for which a 

combined total of up to twenty percent of expected proceeds were allocated, provided:   

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Marketing and Sales will largely be related to the hiring and payment of a human 
sales team as well as advertising costs associated with online advertising 
platforms such as Google Adwords (sic) and Facebook, as well as paying directly 
to websites per their ad and affiliate programs. 

 
92. HempAmericana never disclosed that, in fact, it intended to use a substantial 

portion of the stock sale proceeds – ultimately approximately twenty-nine percent – toward 

promoting the stock for unlawful purposes instead of growing or marketing the company’s 

products and business.   

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(a) 

(GPL Defendants) 

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

paragraphs 1 through 92. 

94. GPL Ventures and GPL Management, persons other than natural persons, and 

Dillon and Panait, natural persons not associated with a broker or dealer which is a person other 

than a natural person, made use of the mails or any means or instrumentality of interstate 

commerce to effect transactions in, or to induce or attempt to induce the purchase or sale of, any 

security without being registered with the Commission as a broker-dealer.  

95. By reason of the foregoing, the GPL Defendants violated, and, unless enjoined, 

will again violate Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

SECOND CLAIM FORRELIEF 
Control Person Liability for Violations of Exchange Act Section 15(a) 

(Dillon and Panait) 

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

paragraphs 1 through 92.  

97. As alleged above, GPL Ventures and GPL Management violated Exchange Act 

Section 15(a) [15 U.S.C. § 78o(a)]. 

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98. At all relevant times, Dillon and Panait controlled GPL Ventures and GPL 

Management and were culpable participants in GPL Ventures’ and GPL Management’s 

violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

99. By reason of the foregoing, Dillon and Panait are liable as controlling persons 

pursuant to Exchange Act Section 20(a) [15 U.S.C. § 78t(a)] for GPL Ventures’ and GPL 

Management’s violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]. 

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

(GPL Defendants, HempAmericana, and Rosillo) 
 

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

paragraphs 1 through 92. 

101. Defendants GPL Ventures, GPL Management, Dillon, Panait, HempAmericana, 

and Rosillo, directly or indirectly, singly or in concert, in the offer or sale of securities and by the 

use of the means or instruments of transportation or communication in interstate commerce or 

the mails, (1) knowingly or recklessly have employed one or more devices, schemes or artifices 

to defraud, (2) knowingly, recklessly, or negligently have obtained money or property by means 

of one or more untrue statements of a material fact or omissions of a material fact necessary in 

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

not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in one or more 

transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

102. By reason of the foregoing, Defendants GPL Ventures, GPL Management, Dillon, 

Panait, HempAmericana, and Rosillo, directly or indirectly, have violated and, unless enjoined, 

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

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

(GPL Defendants, HempAmericana, and Rosillo) 
 

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

paragraphs 1 through 92. 

104. Defendants GPL Ventures, GPL Management, Dillon, Panait, HempAmericana, 

and Rosillo, directly or indirectly, singly or in concert, in connection with the purchase or sale of 

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

the facilities of a national securities exchange, knowingly or recklessly have (i) employed one or 

more devices, schemes, or artifices to defraud, (ii) 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 (iii) engaged in one or more acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons. 

105. By reason of the foregoing, Defendants GPL Ventures, GPL Management, Dillon, 

Panait, HempAmericana, and Rosillo, directly or indirectly, singly or in concert, have 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]. 

FIFTH CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(1) and (3) 

(Seaside and Adams) 
 

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

paragraphs 1 through 92. 

107. Defendants Seaside and Adams, directly or indirectly, singly or in concert, in the 

offer or sale of securities and by the use of the means or instruments of transportation or 

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communication in interstate commerce or the mails, (1) knowingly or recklessly have employed 

one or more devices, schemes or artifices to defraud, and/or (2) knowingly, recklessly, or 

negligently have engaged in one or more transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

108. By reason of the foregoing, Defendants Seaside and Adams, directly or indirectly, 

have violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and (3) [15 

U.S.C. §§ 77q(a)(1) and (3)]. 

SIXTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule s 10b-5(a) and (c) Thereunder 

(Seaside and Adams) 
 

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

paragraphs 1 through 92. 

110. Defendants Seaside and Adams, directly or indirectly, singly or in concert, in 

connection with the purchase or sale of securities and by the use of means or instrumentalities of 

interstate commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have (i) employed one or more devices, schemes, or artifices to defraud, and/or (ii) 

engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

111. By reason of the foregoing, Defendants Seaside and Adams, directly or indirectly, 

singly or in concert, have violated and, unless enjoined, will again violate Exchange Act Section 

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

(c)]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter: 

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I. 

An Order temporarily and preliminarily, and a Final Judgment permanently, restraining 

and enjoining the GPL Defendants, and each of their respective agents, servants, employees, 

attorneys and other persons in active concert or participation with each of them who receive 

actual notice of the injunction by personal service or otherwise, from any ongoing and future 

violations of Exchange Act Section 15(a) [15 U.S.C. § 78o(a)]; 

II. 

An Order directing the GPL Defendants, and each of their financial and brokerage 

institutions, agents, servants, employees attorneys-in-fact, and those persons in active concert or 

participation with them who receive actual notice of such Order by personal service, facsimile 

service, or otherwise, to hold and retain within their control, and otherwise prevent, any 

withdrawal, transfer, pledge, encumbrance, assignment, dissipation, concealment or other 

disposal of any assets, funds, or other property (including money, real or personal property, 

securities, commodities, choses in action or other property of any kind whatsoever) of, held by, 

or under the control of the GPL Defendants, whether held in their names or for their direct or 

indirect beneficial interest wherever situated; 

III. 

An Order requiring the GPL Defendants to repatriate funds and other assets now located 

outside the United States; 

IV. 

 An Order directing GPL Ventures and GPL Management to file with this Court and serve 

upon the Commission, within three (3) business days, or within such extension of time as the 

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Commission staff agrees to, sworn accountings, signed by Dillon and Panait, and under penalty 

of perjury, setting forth: 

 (1) All assets, liabilities and property currently held, directly or indirectly, by 

or for the benefit of each such Defendant, including, without limitation, bank accounts, 

brokerage accounts, investments, business interests, loans, lines of credit, and real and 

personal property wherever situated, describing each asset and liability, its current 

location and amount; 

 (2) All money, property, assets and income received by each such Defendant 

for its direct or indirect benefit, at any time from January 1, 2017, through the date of 

such accounting, describing the source, amount, disposition and current location of each 

of the items listed; 

 (3) The names and last known addresses of all bailees, debtors, and other 

persons and entities that currently are holding the assets, funds or property of each such 

Defendant; and 

 (4) All assets, funds, securities, and real or personal property received by each 

such Defendant, or any other person controlled by them, from persons who provided 

money to such Defendants in connection with the offer, purchase or sale of securities, 

from January 1, 2017, to the date of the accounting, and the disposition of such assets, 

funds, securities, real or personal property; 

V. 

An Order providing that the Commission may take expedited discovery; 

VI. 

An Order temporarily and preliminarily enjoining and restraining the GPL Defendants, 

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and any person or entity acting at their direction or on their behalf, from destroying, altering, 

concealing or otherwise interfering with the access of the Commission to relevant documents;  

VII. 

An Order providing that the Commission may effect service by alternative means, 

including service on the GPL Defendants or their counsel by email; 

VIII. 

A Final Judgment permanently enjoining the GPL Defendants, HempAmericana, and 

Rosillo, and their agents, servants, employees and attorneys and all persons in active concert or 

participation with any of them from violating, directly or indirectly, Securities Act Section 17(a) 

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

thereunder [17 C.F.R. § 240.10b-5];  

IX. 

A Final Judgment permanently enjoining Seaside and Adams, and t their agents, servants, 

employees and attorneys and all persons in active concert or participation with any of them from 

violating, directly or indirectly, Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §§ 77q(a)(1) 

and (3)], and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) 

thereunder [17 C.F.R. §§ 240.10b-5(b)(a) and (c)];  

X. 

A Final Judgment ordering Defendants to disgorge all ill-gotten gains and/or unjust 

enrichment received directly or indirectly, with pre-judgment interest thereon, as a result of the 

alleged violations, pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. 

§§ 78u(d)(5) and 78u(d)(7)]; 

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XI. 

A Final Judgment ordering Defendants 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)]; 

XII. 

A Final Judgment permanently prohibiting Rosillo and Adams from serving as an officer 

or director of any company that has a class of securities registered under Exchange Act Section 

12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 

U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act 

Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

XIII. 

A Final Judgment permanently prohibiting the GPL Defendants, Rosillo, Seaside, and 

Adams from participating in any offering of a penny stock, including engaging in activities with 

a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the 

purchase or sale of any penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. 

§ 78u(d)(6)]; and 

XIV. 

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

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25 

JURY DEMAND

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

case be tried to a jury.

Dated: New York, New York
August , 2021 

____________________________________
RICHARD R. BEST
REGIONAL DIRECTOR 
Sanjay Wadhwa
Adam S. Grace
Paul G. Gizzi
Brenda Wai Ming Chang
John C. Lehmann
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
Brookfield Place 
200 Vesey Street, Suite 400
New York, New York 10281-1022
212-336-0077 (Gizzi)
Email: [email protected]

RICHARD BEST Digitally signed by RICHARD BEST 
Date: 2021.08.13 07:52:08 -04'00'

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