SEC v. BRETT M. BARTLETT; SCOTT A. MILLER; DYNASTY TOYS, INC.; THE 7M EGROUP CORP.; CONCEPT MANAGEMENT COMPANY LLC; and DYNASTY, INC., No. 8:23-cv-00765, Central District of California (May 3, 2023) — Complaint

COMPLAINT
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RUTH C. PINKEL (Cal. Bar No. 164470)
Email:  [email protected]
COLLEEN KEATING (Cal. Bar No. 261213)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Gary Y. Leung, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
BRETT M. BARTLETT, SCOTT A.
MILLER, DYNASTY TOYS, INC.,
THE 7M EGROUP CORP.,
CONCEPT MANAGEMENT
COMPANY LLC,  AND DYNASTY,
INC.,
Defendants.
Case No.
CO
MPLAINT
P
laintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
8
:23-cv-00765

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78u(d)(3)(A), 78u(e) & 78aa(a).
2. Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a)
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendants Bartlett and Miller resided   in this
district during the fraud scheme and, on information and belief, are current residents
of this district.  Further, defendants   Dynasty Toys, Inc., The 7M eGroup Corp.,
Concept Management Company LLC, and Dynasty, Inc. each had their principal
place of business in this district.
SUMMARY
4. This civil enforcement action concerns a securities offering fraud
perpetrated by Brett Bartlett, his father-in-law Scott Miller, and their entities The 7M
eGroup Corp., Dynasty Toys, Inc., Concept Management Company LLC, and
Dynasty, Inc. (collectively, the “Dynasty Entities”).  From at least June 2018 through
May 2020, Bartlett, Miller, and the Dynasty Entities raised at least $20.5 million from
more than 1,000 investors nationwide through the offer and sale of promissory notes,
“gold contracts,” and stock.  Many of these defrauded investors were affiliated with a
large church in Illinois.  Bartlett and Miller claimed to share their Christian faith, and
represented to investors that Dynasty’s business model was family values-based.
When raising investor funds, Defendants claimed that investor capital would be used
to fund the purchase of toy inventory for resale, to develop a pre-production gold
mine, and – during the COVID pandemic – to purchase and ship face masks to
government agencies and other organizations.

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5. Defendants, however, misled and deceived actual and potential investors
by making numerous material misrepresentations about the purported success and
value of the Dynasty Entities, returns on investment (including promised investor
“bonuses” that they knew they could not pay), and the use of investor funds, among
other things.  First, Bartlett and Miller, who were the principals and control persons
of the Dynasty Entities, misappropriated at least $1.2 million of investor money for
their personal use, including expenditures on vacations and other recreational
activities, a $15,000-per-month luxury property rental, fees paid to Bartlett’s personal
counsel, and significant cash withdrawals.  Second, Bartlett, Miller, and the Dynasty
Entities misused investor funds to make more than $11 million of Ponzi-like
payments to other investors.  And in May 2020, Dynasty Toys sent $21 million in
checks, signed by Bartlett, to investors, which “bounced,” or failed to clear due to
insufficient funds.  Yet throughout the relevant period, Defendants continued to raise
money from investors while falsely portraying the Dynasty Entities as a rags-to-
riches success story and claiming that the purported success of the Dynasty Entities
was owed to divine intervention.
6. In addition, none of the Dynasty Entities’ securities offerings were
registered with the SEC, and as a result of Defendants’ registration violations,
investors were deprived of the critical information that a securities offering
registration statement is required to provide for the protection of investors.
7. Through their conduct, and as further detailed in this complaint,
Defendants violated the registration provisions of Section 5 of the Securities Act, and
the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b)  of the
Exchange Act, and Rule 10b-5 thereunder.
8. The SEC seeks permanent and conduct-based injunctions, disgorgement
with prejudgment interest, and civil penalties against Defendants, and an order
barring Bartlett and Miller from acting as an officer of director of a public company
under Section 20(e) and 21(d)(2) of the Exchange Act.

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THE DEFENDANTS
9. Defendant Brett M. Bartlett, age 37, resided in Yorba Linda, California
during the relevant period.  He co-founded and co-owned each of the Dynasty
Entities.  Bartlett was CEO, president, and a director of Dynasty Toys; the CEO,
president, and a director of 7ME; the president and a member of CMC, and the
president, secretary, and sole director of Dynasty Inc.  Bartlett has never held any
securities licenses and has never been registered with the SEC in any capacity.  Along
with Defendant Scott A. Miller, prior to June 2018, Bartlett operated a business
reselling goods online. He also participated in online courses for the purpose of
coaching others in how to resell goods online.
10. During the SEC’s investigation in this matter, Bartlett asserted his Fifth
Amendment privilege against self-incrimination as to all substantive questions during
testimony.
11. Defendant Scott A. Miller, age 63, is Bartlett’s father-in-law.  He resided
in Yorba Linda, California during the relevant period.  He co-founded and co-owned
each of the Dynasty Entities with the exception of Dynasty, Inc.  Miller was vice
president, treasurer, secretary, and a director of Dynasty Toys, Inc.; the secretary and
a director of 7ME;  and the CEO and a managing member of CMC.  Miller has never
held any securities licenses and has never been registered with the SEC in any
capacity.  Miller was previously the chief operating officer of a large company, and
his purported experience taking “a small construction power company from 1 to 100
million in revenue with a valuation of over 140 million” was touted on the CMC
website.  Along with Bartlett, prior to June 2018, Miller operated a business reselling
goods online.
12. During the SEC’s investigation in this matter, Miller asserted his Fifth
Amendment privilege against self-incrimination as to all substantive questions during
testimony.
13. Defendant Dynasty Toys, Inc. is a Wyoming corporation with its

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principal place of business in Yorba Linda, California.  Dynasty Toys and its
securities have never been registered with the SEC in any capacity.  In July 2020,
Bartlett and Miller, while “ constituting all of the Board of Directors of Dynasty,
Toys, Inc.,” resigned all positions and relinquished control of Dynasty Toys to a chief
restructuring officer (“CRO”).  The CRO resigned in April 2021, leaving the
company without management and defunct.
14. Defendant The 7M eGroup Corp. is a California corporation with its
principal place of business in Yorba Linda, California.  7ME and its securities have
never been registered with the SEC in any capacity.  In July 2020, Bartlett and Miller,
while purportedly “constituting all of the Board of Directors of 7ME,” resigned from
7ME and agreed to appoint the CRO, described above, who subsequently resigned in
April 2021.
15. Defendant Concept Management Company LLC is a Wyoming limited
liability company with its principal place of business in Yorba Linda, California.
CMC and its securities have never been registered with the SEC in any capacity.  In
July 2020, Bartlett and Miller, while “constituting all of the Board of Directors of
CMC,” surrendered control of the company to the CRO, who resigned in April 2021.
16. Defendant Dynasty, Inc. is a Wyoming corporation with its principal
place of business in Yorba Linda, California.  Dynasty, Inc. and its securities have
never been registered with the SEC in any capacity.  Dynasty, Inc. appears to be
defunct.
RELATED ENTITY
17. Community of Commerce (the “Co-Op”) was a Minnesota cooperative
association with its principal place of business in Yorba Linda, California.  The Co-
Op and its securities have never been registered with the SEC in any capacity.  The
Co-Op appears to be defunct and was involuntarily dissolved by the Minnesota
Secretary of State in February 2020.

COMPLAINT
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THE ALLEGATIONS
A. The Ponzi-Like Scheme and the Unregistered and Fraudulent Securities
Offerings
18. Bartlett and Miller, directly and indirectly, exercised day-to-day control
over 7ME, Dynasty Toys, and CMC, and, directly and indirectly, controlled and
conducted the unregistered securities offerings by each of those entities.
19. Bartlett, directly and indirectly, exercised day-to-day control over
Dynasty, Inc., and, directly and indirectly, controlled and conducted the unregistered
securities offering by that entity.
20.  From at least June 2018 to May 2020, Bartlett, Miller, and the Dynasty
Entities offered and sold securities in the form of promissory notes, “gold contracts,”
and stock, raising at least $20.5 million from more than 1,000 investors.
21. For at least some of the offerings, Defendants used general solicitation to
attract prospective investors, including via webcasts and videos, websites, and
conferences.  Many of the investors were unaccredited and unsophisticated.
22. Defendants failed to take reasonable steps to verify investors’
accreditation status in connection with each of the offerings.
23. Defendants   kept poor records of the businesses, failed to completely and
accurately document incoming investor money, maintained over 200 bank accounts,
and commingled funds among bank accounts and entities.
24. Bartlett and Miller frequently invoked their Christian faith when
speaking with or soliciting investors.   They met many of the investors through
churches and many investors felt they could trust Bartlett and Miller because they
held themselves out as devout Christians.
25. Bartlett frequently portrayed himself as a devout family man and
included photos of himself, his wife and his three young children in informational and
solicitation videos distributed to investors and posted online.

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1. Solicitation of Investors for “Done for You” Notes-June 2018 to
December 2018
26. In or about June 2018, Bartlett and Miller formed Dynasty Toys and
began selling “promissory notes” to investors for the stated purpose of purchasing toy
inventory for the upcoming holiday season.
27. Bartlett and Miller described the so-called “Done For You”   (“DFY”)
program as a group purchase of inventory that Dynasty Toys would make and then
resell online before Christmas to generate profits for the company and note
purchasers to share.
28. Bartlett and Dynasty Toys made false and misleading statements during
the DFY offering, including the following:
(a) In the summer of 2018, Bartlett and Dynasty Toys represented in
webinars and on a website that investors would receive returns of 8 to 20 percent by
January 2019, or in the “worst case scenario,” a full return of their principal by March
31, 2019.
 Based on Dynasty’s past sales, lack of profits and the fact
that Bartlett had not yet decided what merchandise would be sold, there was no
reasonable basis to project Dynasty would have an 8-20 percent return or a full return
of investment.
 A reasonable investor would want to know that the
projected return on investment was not based upon actual experience making such
returns and would consider Bartlett’s purported track record as an important factor in
their investment decision.
(b) The DFY notes offered and sold to investors stated that purchasers
were lending money to the Co-Op, and Bartlett and Dynasty Toys represented that
investor funds would be used to purchase inventory.
 In fact, investors’ money was pooled in 7ME’s bank
account and used, in part, to pay that entity’s marketing and operating expenses.

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Defendants also misused investment funds to make Ponzi-like payments, e.g., using
one investor’s funds to pay another investor, and Bartlett and Miller misappropriated
some funds for their personal use.
 A reasonable investor would want to know that their funds
were being used for marketing and operating expenses and that their funds were
being used to pay back other investors as “returns” on investment or otherwise.
(c) In a video distributed in the summer of 2018, Bartlett and Dynasty
Toys claimed they needed to raise $20 million from investors to purchase the amount
of inventory that the company was “confident” it could sell by Christmas.
Defendants had no reasonable basis for this projection.
 Based on Dynasty’s past sales, lack of profits and the fact
that Bartlett had not yet decided what merchandise would be sold, there was no
reasonable basis to project that Dynasty needed $20 million and/or that it could
“confidently” sell that amount of merchandise before Christmas.
 A reasonable investor would want to know, before making
an investment decision, that the total amount allegedly needed to be raised and the
claims that Dynasty was “confident” it could sell this amount of merchandise by
Christmas was not based on reasonable information.
(d) Bartlett and Dynasty Toys repeatedly touted that the company
recently had 3 products among Amazon’s top 10 bestselling toys.
 However, in reality, those products had been sold at a loss
in order to temporarily generate high sales volume, which was not disclosed to
investors.
 A reasonable investor would view Bartlett’s purported track
record as an important factor in their investment decision.
29. Following their unsuccessful 2018 holiday season, the Dynasty Entities
had insufficient assets to repay investors’ principal and could not pay the 8 to 20
percent returns they had touted.

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30. Moreover, due to their poor financial position in the wake of the 2018
holiday season, Bartlett, Miller and Dynasty laid off employees in their Yorba Linda
location in January 2019.
31. By early January 2019, investors were clamoring for repayments, which
later caused Bartlett and Miller to double down by stalling investors’ requests for
repayments, enticing and lulling investors in to keeping their money invested with the
Dynasty Entities, and raising additional funds from existing and new investors.
2. Dynasty Toys & 7ME Notes-Early 2019 to 2020
32. In January 2019, business consultants working with Bartlett, Miller, and
the Dynasty Entities urged them to be forthright with investors about the failure of the
2018 holiday season and the financial state of the companies, and to consider placing
the entities into bankruptcy.
33. Bartlett and Miller, however, rejected this suggestion and instead
launched a plan to get investors “excited” to keep their money invested with the
Dynasty Entities by offering bonuses that they knew or should have known that they
could not pay, while concealing the truth about the entities’ precarious financial state
from investors.
34. To stave off demand for cash payouts, Dynasty Toys offered bonuses of
up to 40 percent to noteholders who accepted inventory or “credits” as payment.
35. Initially, Bartlett represented to investors that credits could be used to
purchase online e-commerce courses or coaching, which courses and coaching was
purportedly offered, for a price, to show people how to successfully sell goods online.
36. Later, Bartlett    switched to claiming to investors that they would be able
to convert credits into Dynasty Toys stock.
37. Dynasty Toys also promised bonuses to investors who extended their
existing promissory note or rolled their investment into a new note, and at least 30
investors agreed to do so.
38. Defendants referred to investors who resisted the foregoing options and

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asked for their money as “nuclear,” and they repaid at least some of them with other
investors’ money.
39. To accomplish this, throughout 2019 and into 2020, Dynasty Toys and
7ME raised additional investor funds through the sale of new notes while
misleadingly portraying Bartlett and Dynasty Toys as a “rags-to-riches” success
story.
40. The notes, which were issued by Dynasty Toys or 7ME, falsely
promised 40 percent returns in as little as six months, even though Bartlett and Miller
knew or should have known, especially in light of their money-losing 2018 holiday
sales, that their entities were not generating sufficient revenues to pay those returns.
41. Further, Bartlett and Miller and the Dynasty Entities did not disclose to
investors that they were misusing investment funds to make Ponzi-like payments.
42. To further this fraud and perpetuate the false image of a successful
enterprise with satisfied investors, Dynasty Toys employees deleted negative
comments in a Facebook group and “blocked” at least some investors who criticized
or questioned Bartlett or the company from posting in the Facebook group.
3. Dynasty Toys Stock-Early 2019 to Early 2020
43. In addition to the notes described above, from approximately early 2019
through March 2020, Dynasty Toys, Bartlett, and Miller continuously offered and
sold stock in addition to notes.
44. When offering and selling Dynasty Toys stock, Bartlett urged current
note investors to convert their existing investments into “preferred shares” at $2.50
per share.
45. To induce conversion – and thereby avoid demands for cash payouts on
the previously sold notes – Bartlett and Dynasty Toys promised “conversion
bonuses” of 10 to 20 percent, plus annual dividends.
46. Bartlett also solicited cash purchases of stock from existing and new
investors.  The stock certificates were electronically signed by Bartlett and Miller.

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47. In the process of “converting” existing note investors into new stock
investments and soliciting new stock investors, Bartlett, Miller and the Dynasty
Entities made numerous false and misleading statements and omitted telling investors
information that a reasonable investor would consider important in deciding to invest.
a. False statements & omissions
48. In or about March 2019, in a video distributed to investors, Bartlett
misleadingly claimed that a hypothetical July 2016 investment in 7ME had increased
in value to $387,482 (including “20% annualized return” and “20% bonus for
conversion”).
49. Bartlett also misleadingly claimed that, following conversion into
preferred shares of Dynasty Toys, the investment would have an “estimated value” of
$774,965 at the time of a planned “Reg A+”   offering in August at $5 per share and
$1,549,930 at the time of an initial public offering, or IPO, at $10 per share within 3-
5 years.
50. In truth, Bartlett and Miller had no reasonable basis to assert that a
hypothetical investment in 7ME would have increased in value as they represented.
51. In fall 2019, Bartlett falsely represented that CMC was going to
purchase Dynasty Toys for approximately $120 million.  In reality, CMC lacked the
assets to buy Dynasty Toys, Inc. for $120 million.
52. In February 2020, Bartlett misleadingly claimed that CMC would pay $5
per share to anyone who wanted to sell their Dynasty Toys stock and encouraged
investors to purchase more shares “before the price goes above $5” at the end of the
month.   He also promised that investors would receive their choice of a 10 percent
cash dividend or 20 percent of their share value in additional shares.
53. In the same video distributed to investors in February 2020, Bartlett told
them that this is a “victory parade” and “this is a God & Grit story,”   and attributed the
Dynasty Entities’ alleged success to “God giving us what we need, when we need it.”
54. In truth, Bartlett and Miller had no reasonable basis to claim Dynasty

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Shares would double in value by the end of the month or that Dynasty had profits
available to pay a 10% dividend.
4. Dynasty Toys Inc. Stock-March 2020
55. On March 6, 2020, Bartlett sent investors a video featuring a slide deck
captioned “Dynasty, Inc.”  Bartlett referred to “Dynasty” in the video as if it were a
single company.  In these materials, Bartlett falsely claimed that Dynasty had
experienced “RECORD BREAKING SALES” of “product”; promised a second
semi-annual 10 percent dividend in August; touted a “conservative” forecast of “over
$300,000,000 in sales” in the next 60-90 days; and claimed a current company value
of $226 million.
56. Near the end of his presentation, Bartlett claimed that “everything
happening is a God story” and that his and Dynasty’s “running theme” was “God,
Grit and Family.”
57. Two weeks later, Bartlett sent an incomplete Private Placement
Memorandum (“PPM”)   offering Dynasty, Inc. stock to investors via email.  In the
email, Bartlett invited investors to join him for a later online worship session.  In an
accompanying video, he falsely claimed that Dynasty was “thriving” despite the
COVID-19 pandemic, promising that Dynasty was going to be in a “strong liquid
cash position at the end of all of this.”
58. On information and belief, the issuer of this new offering, Dynasty, Inc.
did not have any bank accounts and did not receive any investor funds during this
period; however, on information and belief, Dynasty Toys still raised additional funds
in connection with the March 2020 videos and PPM.
5. Solicitation of Investors for Gold Contracts-January to April 2020
59. Starting in early 2020, shortly before the start of the Covid-19 global
pandemic, CMC, Bartlett, and Miller offered and sold fraudulent “gold contracts.”
As set forth below, they made numerous misrepresentations about the (non-existent)
gold, their involvement with the pre-production gold mine, and investors’ ability to

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receive a return on investment.
a. Gold Term Sheets
60. The term sheet distributed to investors promised a 10 percent bonus on
their original principal amount and an additional 10 percent bonus on investments
greater than $100,000, though Bartlett and Miller knew or should have known that
they could not pay these returns.
61. On information and belief, Miller prepared and had ultimate authority
over the contents of the gold contracts and term sheets.
62. The contracts specified that after 15 months, investors could choose to
renew the contract and receive a 2.5 percent bonus.
63. On information and belief, most investors were motivated by a desire to
remain invested with the Dynasty Entities and did not actually expect to take delivery
of any gold.
b. Bartlett Announces “Mandatory” Buyback of Dynasty Toys
Stock in Exchange for “Gold Contracts”
64. In March 2020, Bartlett announced a mandatory buyback of Dynasty
Toys stock and presented “gold contracts” as the only alternative for investors who
did not want to sell their shares.  On information and belief, many (if not all) of the
“gold contract” purchasers were existing investors who expected, based on Bartlett
and Dynasty’s representations, to exchange the contract for stock in the future.
65. A reasonable investor would have viewed the gold contract as a
continuation of their investment in Dynasty.
66. Defendants sold at least 125 “gold contracts,” all of which were dated
April 1, 2020, after Bartlett announced the mandatory share buyback.
c. False statements and omissions
67. Both Bartlett and Miller controlled and had ultimate authority over the
statements on the Co-Op’s website.
68. In January 2020, the Co-Op’s website falsely described the Co-Op as

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“backed by gold” and stated that it would be using “cutting-edge technology to
produce Gold Bullion.”   The website exhorted investors and potential investors to
“join the movement, join the first ever CoOp backed by gold” and “Let’s Turn This
into Gold TOGETHER.”
69. The website falsely represented that the Co-Op would “invest in the gold
mine production and members will share in the profits.”
70. The website falsely claimed the “Backstory” was simple and that “[w]e
recently acquired Gold Ore assets from these mines and will be using this cutting
edge technology to produce Gold Bullion.”
71. In a video sent to investors, Bartlett falsely claimed that Dynasty Toys
was “backed by gold” and owned “hundreds of millions of dollars of gold assets.”
72. CMC, Bartlett, and Miller failed to disclose key facts to investors about
their “relationship” with the mine developer and omitted telling investors information
material to their decision to invest, which included the following:
(a) In August 2019, CMC had entered into an agreement with a third
party (“Mining Co.”) that gave CMC the option to loan $3 million to Mining Co. to
allegedly develop a pre-production gold mine.  The contract provided that CMC
would be entitled to 10 percent of Mining Co.’s gross profits after CMC provided the
$3 million.
(b) CMC never provided $3 million to Mining Co.  Mining Co.’s
owner had made clear to Bartlett and Miller that at least $3 million was necessary
from CMC to initiate mining operations.
(c) CMC, Bartlett, and Miller never disclosed the above facts to
investors.
(d) Bartlett falsely told investors that Mining Co. was going to merge
with Dynasty Toys when no such agreement existed.

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6. Solicitation of Investors for Face Mask Promissory Notes-At least
April 2020 to May 2020
73. Around late February 2020, as the Covid-19 global pandemic unfolded,
CMC and Dynasty Toys, doing business under the name “Family Face Mask,” began
selling cloth face masks online.  By the end of April 2020, they owed their mask
supplier (“Supplier”) more than $4.88 million.
74.  On May 7, Bartlett executed, personally and on behalf of CMC and
Dynasty Toys, a credit and security agreement in favor of Supplier in the amount of
$7.6 million.  By or around this time, CMC had begun selling promissory notes to
investors, purportedly to fund the purchase and shipment of masks.
a. Note terms
75. The notes offered to investors generally had terms of 30 days (though
some were as short as 15 days) and interest rates of 10 to 35 percent.   Many of the
notes stated that Bartlett personally guaranteed the investment, and some purported to
be secured by accounts receivable or funds held at merchant processors.  These
“guarantees,” however, were illusory, as set forth below.
b. False statements and omissions
76. Bartlett, Miller, and the Dynasty Entities lacked sufficient assets to
guarantee the Face Mask promissory notes and had insufficient revenues to pay the
promised interest.
77. Further, at no time did Bartlett or CMC disclose the $7.6 million security
agreement they had executed in favor of Supplier.
78. In a video presentation to investors, Bartlett also falsely represented that
Family Face Mask had $4.2 million cash on hand as of May 4, 2020.
79. Actual and prospective investors would have considered it important to
know that the Family Face mask operation and the Dynasty Entities lacked the funds
to repay them and did not have $4.2 million cash on hand.
80. A reasonable investor would have wanted to know that the Dynasty

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Entities had promised $7.6 million to Supplier through the security agreement.
81. A reasonable investor would have wanted to know that Bartlett lacked
the assets to personally guarantee the notes.
82. A reasonable investor would have wanted to know that the Dynasty
Entities lacked sufficient accounts receivable and/or funds held at merchant
processors to secure the notes, and moreover, to the extent that any such assets
existed, they had been pledged to secure multiple notes.
B. Misappropriation of Investors’ Funds for Defendants Bartlett and Miller’s
Personal Benefit
83. Bartlett and Miller misappropriated more than $1.2 million of investor
money for their personal benefit, including at least $580,000 transferred to Bartlett’s
personal accounts; $220,000 to pay Bartlett’s personal legal counsel; more than
$33,000 on golf, vacation rentals, and cigars; $175,000 in rent, including for a
$15,000-per-month 8-bedroom luxury home in Ranch Santa Fe, California for
Bartlett’s family; and more than $164,000 in cash withdrawals.
84. In approximately late January 2019, following the unsuccessful 2018
holiday sales season, Bartlett also used $192,500 of investors’ funds to purchase a
house and property near Nashville, Tennessee in the name of 7ME.
C. Ponzi-Like Payments to Investors
85. Bartlett, Miller, and their entities used investor money to make at least
$11 million in Ponzi-like payments to other investors.
86. The Dynasty Entities’ revenues generated never exceeded their business
expenditures.
87. Thus, the only way that Defendants were able to make these payments to
investors was by using other investors’ funds.
88. Throughout the relevant period, Defendants continued to solicit new and
additional investments without disclosing that they were misusing investment funds
to make Ponzi-like payments.

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89. A reasonable investor would have believed, including based on
Defendants’ misrepresentations, that payments they received from the Dynasty
Entities as “returns” or bonuses on their investment were in fact from profits
generated from sales.
90. A reasonable investor would have wanted to know that they were being
repaid with money from other investors and not from actual profits on sales.
D. The Collapse of the Fraudulent Scheme and $21 Million in Fraudulent
“Re-Payments”
91. In late March 2020, Bartlett announced that Dynasty would be
purchasing back all investors’ stock at $5 per share, purportedly for pandemic-related
reasons.  As described above, investors who did not want to participate in the
mandatory stock buyback were told that they could roll their existing investments into
gold contracts, and more than 100 did so.
92. Many investors who opted for repayment were sent fraudulent “bad”
checks for repayment.
93. In May 2020, Defendants sent 65 checks totaling more than $21 million
to investors drawn on a Dynasty Toys, Inc. bank account ending in 4883, for which
Bartlett and Miller were the only signatories.  The checks were written on or about
May 1, 2020, with a memo line indicating it was a “cash out” for investors, and were
signed by Bartlett.
94. On May 1, the date upon which the checks were written, the Dynasty
Toys, Inc. 4883 bank account had a balance of less than $21,000.
95. All of the checks bounced due to insufficient funds and by the end of
May 2020, the account balance was negative.
96. In approximately June 2020, after the $21 million in investor “cash out”
checks bounced, Bartlett took his family and employees on a two-week “retreat” to
the Big Bear, California mountain resort area and spent approximately $20,000 of
company funds for expenses.

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97. In July 2020, under pressure from investors and others, Bartlett and
Miller, “resigned all positions and relinquished control”   of 7ME, Dynasty Toys, and
CMC to the Chief Restructuring Officer (“CRO”).
98. The CRO intended to liquidate any remaining inventory and perform a
forensic accounting of the Dynasty Entities, but was unable to do so, including due to
a lack of cooperation from Bartlett and Miller.
99. Miller refused to respond to inquiries from the CRO.
100. Bartlett failed to provide complete bank information to the CRO despite
the CRO’s follow-up requests.
101. In or about August 2020, Bartlett stopped providing information and
documents to, and communicating with, the CRO.  The CRO resigned his position by
April 2021.
E. Defendants Offered and Sold Securities
102. Each of the unregistered offerings constituted an offer and sale of
securities, in the form of notes, stock, or investment contracts. The promissory notes,
stock, and “gold contracts” are securities.
1. The notes are securities
103. As described above, Defendants sold DFY, Dynasty Toys, 7Me, and
Family Face Mask notes in order to raise money to fund their business enterprises.
104. Investors were primarily motivated by the generation of profits when
investing, specifically the 8 to 40 percent profit the notes were expected to generate.
105. The notes were sold to a broad segment of the public including, at least
in the case of the DFY notes, through general solicitation to hundreds of investors
nationwide.
106. Dynasty Toys note investors reasonably expected their promissory notes
to be investments.
107. No regulatory scheme or factor significantly reduced the risk of the
Dynasty notes, such that a court should not apply the federal securities laws to the

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Dynasty Entitles’ note offering.
2. The stock offerings are securities
108. Defendants Dynasty Toys and Dynasty Toys, Inc. preferred stock shares
offerings (pre and post-March 2020), as described above, constituted an offer and sale
of securities.
109. Defendants offered and sold these shares in order to raise money to fund
their business enterprises or to convert existing note investors into stock shares.
110. The stock issued by Dynasty Toys is a security because the share
certificates referred to the shares as “preferred stock.”
3. The “gold contracts” are securities because they are investment
contracts
111. The gold contract offering constituted an offer and sale of securities, in
the form of investment contracts, in that it involved the offer to purchase “gold
contracts” that involved: (a) an investment of money; (b) in a common enterprise; and
(3) with an expectation of profits to be derived from the efforts of others.
112. Investors invested money or rolled over previous cash investments in
one or more of the Dynasty Entities to purchase the gold contracts.
113. Bartlett, Miller, and CMC presented the gold contracts as an investment
in a pre-production gold mine that would be developed by others.  Investor funds
were pooled and the investors’ expectation of profits were interwoven with and
dependent upon the success of the managers of Mining Co.  Investors expected to
receive profits derived from the efforts of Mining Co. in the form of gold and bonuses
resulting from the development of the mine.
114. At other times, Bartlett presented the “gold contracts” as an opportunity
to remain invested with the Dynasty Entities, including the option to convert the
investment back into Dynasty Toys stock in the future.  As such, “gold contract”
investors reasonably expected to profit from the efforts of Dynasty’s management in
the form of future increases in the stock price.

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115. Further, investors’ funds were comingled with investor funds from other
parts of the Dynasty Entities’ enterprise, and some of those funds were used to make
Ponzi payments.  The defendants’ ability to repay investors with funds from new
investors required a constant influx of investors.
F. Materiality of the Defendants’  Misrepresentations
116. Defendants’ misrepresentations alleged above were material because
they went to the heart of the investments, including the use of investor proceeds, the
Dynasty Entities’ purported profitability and valuation, and promised returns.
117. In addition, a reasonable investor would have wanted to know that
Defendants were using investor money to make Ponzi-like payments and that Bartlett
and Miller misappropriated investment funds for their personal benefit.
G. Bartlett’s and Miller’s Scienter
118. At all relevant times, Bartlett and Miller acted with scienter, or at
minimum, were deliberately and consciously reckless, and their unreasonable conduct
was negligent.
119. They founded, owned, and controlled the Dynasty Entities and
orchestrated the offerings.
120. Bartlett and Miller each was a signer on one or more bank accounts used
for investor activity and therefore knew, or was reckless in not knowing, that investor
funds were being misused and that they were misappropriating investment funds for
their personal benefit.  Because they controlled the Dynasty Entities’ finances and
operations, Bartlett and Miller also knew, or were reckless in not knowing, that they
could not pay the returns and “bonuses” being promised to investors.
121. As a representative example of a misrepresentation made with scienter,
or where they were reckless or negligent in not knowing the statement was false
under the circumstances, in fall 2019, in connection with Dynasty Toys Stock
offering, Bartlett falsely represented that CMC was going to purchase Dynasty Toys
for approximately $120 million.  In reality, CMC lacked the assets to buy Dynasty

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Toys, Inc. for $120 million.  Bartlett, as the president of CMC and Miller, as CEO
and managing member of CMC, and Miller as signatory of its bank accounts, knew or
were reckless or negligent in not knowing that their conduct in making
representations about CMC’s proposed purchase of Dynasty Toys for $120 million,
and its ability to make such a purchase, were was unreasonable under the
circumstances, and therefore reckless.
122. As another representative example, in March 2020, in connection with
the offering for Dynasty Toys Inc. stock when Bartlett told investors Dynasty was
worth $226 million and would achieve $300 million in sales in 60-90 days, Bartlett
and Miller knew, or were reckless or negligent in not knowing, that Dynasty was not
then worth $220 million, and their conduct in making these statements, under the
circumstances, was unreasonable and therefore reckless.
123. Similarly, in March 2020, also in connection with the offering for
Dynasty Toys Inc. stock, when Bartlett said that Dynasty was “thriving” and was in a
“strong liquid cash position,” Bartlett and Miller also knew, or were reckless or
negligent in not knowing that their conduct in making this statement was
unreasonable under the circumstances, and therefore reckless.
FIRST CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(against all Defendants)
124. The SEC realleges and incorporates by reference paragraphs 1 through
123 above.
125. In connection with the purchase or sale of securities, Defendants
Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty, Inc., each misled and
deceived investors and prospective investors about (1) the Dynasty Entities’
profitability; (2) the use of investor funds; (3) the expected returns on investment,
including dividends; (4) the value of the companies; and (5) the amount of cash on

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hand.
126. In addition, Defendants Bartlett, Miller, Dynasty Toys, 7ME, CMC, and
Dynasty, Inc. engaged in a scheme to defraud whereby they raised over $20 million
and defrauded investors by making and/or disseminating false and misleading
statements, misused investors funds by using them to pay for their own personal
expenses, and to pay Ponzi-like returns to investors.
127. By engaging in the conduct described above, Defendants Bartlett, Miller,
Dynasty Toys, 7ME, CMC, and Dynasty, Inc., and each of them, directly or
indirectly, in connection with the purchase or sale of a security, by the use of means
or instrumentalities of interstate commerce, of the mails, or of the facilities of a
national securities exchange:  (a) employed devices, schemes, or artifices to defraud;
(b) made untrue statements of a material fact or omitted to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and (c) engaged in acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other
persons.
128. In connection with the gold contracts and face mask promissory notes,
defendant CMC made misrepresentations in the gold contracts, term sheets, and face
mask promissory notes it issued.  In connection with the solicitation of investors in
Dynasty Toys Stock, CMC is also liable for the statements that Bartlett made in its
name about its purported plans to acquire Dynasty and to purchase shareholders’
Dynasty stock at $5 per share.
129. In engaging in the conduct described above, Defendants acted
knowingly or recklessly.
130. Defendants Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty,
Inc., with scienter, employed devices, schemes and artifices to defraud; made untrue
statements of a material fact or omitted to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were

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made, not misleading; and engaged in acts, practices or courses of conduct that
operated as a fraud on the investing public by the conduct described in detail above.
131. By engaging in the conduct described above, Defendants   Bartlett, Miller,
Dynasty Toys, 7ME, CMC, and Dynasty, Inc. violated, and unless restrained and
enjoined will continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. §
78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) thereunder, 17 C.F.R. §§ 240.10b-
5(a), 240.10b-5(b) & 240.10b-5(c).
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(against Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC)
132. The SEC realleges and incorporates by reference paragraphs 1 through
123 above.
133. In connection with the purchase or sale of securities, Defendants
Bartlett, Miller, Dynasty Toys, 7ME, and CMC, each misled and deceived investors
and prospective investors about (1) the Dynasty Entities’ profitability; (2) the use of
investor funds; (3) the expected returns on investment, including dividends; (4) the
value of the companies; and (5) the amount of cash on hand.
134. In addition, Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC
engaged in a scheme to defraud whereby they raised over $20 million and defrauded
investors by making and/or disseminating false and misleading statements, misused
investors funds by using them to pay for their own personal expenses, and to pay
Ponzi-like returns to investors.
135. By engaging in the conduct described above, Defendants Bartlett, Miller,
Dynasty Toys, 7ME, and CMC, and each of them, directly or indirectly, in the offer
or sale of securities, and by the use of means or instruments of transportation or
communication in interstate commerce or by use of the mails directly or indirectly:
(a) employed devices, schemes, or artifices to defraud; (b) obtained money or

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property by means of untrue statements of a material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and (c) engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
136. Defendants   Bartlett, Miller, Dynasty Toys, 7ME, and CMC, with
scienter, employed devices, schemes and artifices to defraud; with scienter and/or
negligence, obtained money or property by means of untrue statements of a material
fact or by omitting to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading; and,
with scienter and/or negligence, engaged in transactions, practices, or courses of
business which operated or would operate as a fraud or deceit upon the purchaser.
137. By engaging in the conduct described above, Defendants   Bartlett, Miller,
Dynasty Toys, 7ME, and CMC violated, and unless restrained and enjoined will
continue to violate, Sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15
U.S.C. §§ 77q(a)(1), 77q(a)(2), & 77q(a)(3).
THIRD CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections   17(a)(1) and (3) of the Securities Act
(against Defendant Dynasty, Inc., only)
138. The SEC realleges and incorporates by reference paragraphs 1 through
123 above.
139. Defendant Dynasty, Inc., i n the offer or sale of securities, engaged in a
scheme to defraud (which included misappropriation of investor funds and Ponzi-like
payments) by making and/or disseminating false and misleading statements.
140. By engaging in the conduct described above, Defendant Dynasty, Inc.,
directly or indirectly, in the offer or sale of securities, and by the use of means or
instruments of transportation or communication in interstate commerce or by use of

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the mails directly or indirectly:  (a) employed devices, schemes, or artifices to
defraud; and (b) engaged in transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
141. Defendant Dynasty, Inc., with scienter, employed devices, schemes and
artifices to defraud; and, with scienter and/or negligence, engaged in transactions,
practices, or courses of business which operated or would operate as a fraud or deceit
upon the purchaser.
142. By engaging in the conduct described above, Defendant Dynasty, Inc.
violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1)
and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3).
FOURTH CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(against Defendants   Bartlett, Dynasty Toys, CMC, Dynasty, Inc., and Miller)
143. The SEC realleges and incorporates by reference paragraphs 1 through
123 above.
144. Each of the offerings by Dynasty Toys (stocks and notes), CMC (gold
contracts and face mask notes), and Dynasty, Inc. (stock) involved the offering of
securities in the form of investment contracts.
145. None of those offerings were registered with the SEC.
146. Dynasty Toys was not the issuer of the DFY notes; however, it is
directly liable in connection with the DFY note offering because it, through Bartlett,
directly solicited investors, and described and promoted the investment opportunity in
videos and on a website.
147. Bartlett and Miller directly and indirectly participated in the offer and
sale of the unregistered securities of their respective entities, and were necessary
participants and substantial factors in those sales because, among other things, they
owned and controlled the issuers, and their bank accounts, and orchestrated their

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respective offerings.  Miller and Bartlett both signed the Dynasty Toys stock
certificates; Miller prepared the gold contracts and term sheets; and Bartlett signed
the face mask notes.  In addition, Bartlett directly offered and sold securities by,
among other things, soliciting investors through presentations, calls, and
webcasts/videos.
148. By engaging in the conduct described above, Defendants    Bartlett,
Dynasty Toys, CMC, Dynasty, Inc., and Miller, and each of them, directly or
indirectly, singly and in concert with others, has made use of the means or
instruments of transportation or communication in interstate commerce, or of the
mails, to offer to sell or to sell securities, or carried or caused to be carried through
the mails or in interstate commerce, by means or instruments of transportation,
securities for the purpose of sale or for delivery after sale, when no registration
statement had been filed or was in effect as to such securities, and when no
exemption from registration was applicable.
149. By engaging in the conduct described above, Defendants Bartlett,
Dynasty Toys, CMC, Dynasty, Inc., and Miller violated, and unless restrained and
enjoined, are reasonably likely to continue to violate, Sections 5(a) and 5(c), 15
U.S.C. §§ 77e(a) & 77e(c).
FIFTH CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(against Defendant Scott Miller as a control person)
150. The SEC realleges and incorporates by reference paragraphs 1 through
123 above.
151. Pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)], any
person who, directly or indirectly controls an entity that is liable under any provision
of the Exchange Act or any rule or regulation thereunder, shall also be jointly and
severally liable with and to the same extent as that entity, unless the controlling

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person can establish that he acted in good faith and did not directly or indirectly
induce the act or acts constituting the violation or cause of action.
152. As alleged above, Defendants   Dynasty Toys, 7ME, and CMC violated,
and unless restrained and enjoined will continue to violate, Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5 th ereunder.
153. Defendant Miller, as the vice president, treasurer, secretary, and a
director of Dynasty Toys, Inc., the secretary and a director of 7ME, and the CEO and
a managing member of CMC, is a control person of each of Defendants   Dynasty
Toys, 7ME, and CMC, because he possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of each of Defendant
Dynasty Toys, 7ME, and CMC.  Miller oversaw their fundraising activities and
disbursement of investment funds.  Accordingly, pursuant to Section 20(a) of the
Exchange Act, 15 U.S.C. § 78t(a), Defendant Miller is liable to the SEC to same
extent as each of Defendant Dynasty Toys, 7ME, and CMC would be liable for each
of their respective violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Bartlett, Miller, Dynasty Toys,
7ME, CMC, and Dynasty, Inc., and their officers, agents, servants, employees and
attorneys, and those persons in active concert or participation with any of them, who
receive actual notice of the judgment by personal service or otherwise, and each of
them, from violating Section 17(a) of the Securities Act [15 U.S.C. §77q(a)], and

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Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder
[17 C.F.R. § 240.10b-5].
III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Bartlett, Miller, Dynasty Toys,
CMC, and Dynasty, Inc., and their officers, agents, servants, employees and
attorneys, and those persons in active concert or participation with any of them, who
receive actual notice of the judgment by personal service or otherwise, and each of
them, from violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§
77e(a), 77e(c)].
IV.
Issue an order against Defendants Bartlett and Miller in accordance with
Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and Section 21(d)(2) of the
Exchange Act, 15 U.S.C. § 78u(d)(2), prohibiting them from acting as an officer or
director of any issuer that has a class of securities registered pursuant to Section 12 of
the Exchange Act, 15 U.S.C. § 781, or that is required to file reports pursuant to
Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d).
V.
Issue an order against Defendants Bartlett and Miller in accordance with
Section 21(d)(5) of the Exchange Act,  15 U.S.C. § 78u(d)(5), permanently enjoining
them from directly or indirectly, including, but not limited to, through any entity
owned or controlled by either or both of them, participating in the issuance, purchase,
offer, or sale of any security in an unregistered offering by an issuer; provided,
however, that such injunction shall not prevent Bartlett or Miller from purchasing or
selling securities for his own personal account.
VI.
Order Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC, jointly and
severally, to disgorge all funds received from their illegal conduct, together with

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prejudgment interest thereon, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of
the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
VII.
Order Defendants   Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty,
Inc. to pay civil penalties under Section 20(d) of the Securities Act [15 U.S.C. §
77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
VIII.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
IX.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  May 2, 2023

/s/ Ruth C. Pinkel
RUTH C. PINKEL
Attorney for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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RUTH C. PINKEL (Cal. Bar No. 164470) 
Email:  [email protected] 
COLLEEN KEATING (Cal. Bar No. 261213) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Michele Wein Layne, Regional Director 
Gary Y. Leung, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

BRETT M. BARTLETT, SCOTT A. 
MILLER, DYNASTY TOYS, INC., 
THE 7M EGROUP CORP., 
CONCEPT MANAGEMENT 
COMPANY LLC,  AND DYNASTY, 
INC., 

Defendants. 

Case No. 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

8:23-cv-00765

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 1 of 29   Page ID #:1



 

COMPLAINT 2  
 

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78u(d)(3)(A), 78u(e) & 78aa(a). 

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

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

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

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

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendants Bartlett and Miller resided in this 

district during the fraud scheme and, on information and belief, are current residents 

of this district.  Further, defendants Dynasty Toys, Inc., The 7M eGroup Corp., 

Concept Management Company LLC, and Dynasty, Inc. each had their principal 

place of business in this district. 

SUMMARY 

4. This civil enforcement action concerns a securities offering fraud 

perpetrated by Brett Bartlett, his father-in-law Scott Miller, and their entities The 7M 

eGroup Corp., Dynasty Toys, Inc., Concept Management Company LLC, and 

Dynasty, Inc. (collectively, the “Dynasty Entities”).  From at least June 2018 through 

May 2020, Bartlett, Miller, and the Dynasty Entities raised at least $20.5 million from 

more than 1,000 investors nationwide through the offer and sale of promissory notes, 

“gold contracts,” and stock.  Many of these defrauded investors were affiliated with a 

large church in Illinois.  Bartlett and Miller claimed to share their Christian faith, and 

represented to investors that Dynasty’s business model was family values-based.  

When raising investor funds, Defendants claimed that investor capital would be used 

to fund the purchase of toy inventory for resale, to develop a pre-production gold 

mine, and – during the COVID pandemic – to purchase and ship face masks to 

government agencies and other organizations.   

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 2 of 29   Page ID #:2



 

COMPLAINT 3  
 

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5. Defendants, however, misled and deceived actual and potential investors 

by making numerous material misrepresentations about the purported success and 

value of the Dynasty Entities, returns on investment (including promised investor 

“bonuses” that they knew they could not pay), and the use of investor funds, among 

other things.  First, Bartlett and Miller, who were the principals and control persons 

of the Dynasty Entities, misappropriated at least $1.2 million of investor money for 

their personal use, including expenditures on vacations and other recreational 

activities, a $15,000-per-month luxury property rental, fees paid to Bartlett’s personal 

counsel, and significant cash withdrawals.  Second, Bartlett, Miller, and the Dynasty 

Entities misused investor funds to make more than $11 million of Ponzi-like 

payments to other investors.  And in May 2020, Dynasty Toys sent $21 million in 

checks, signed by Bartlett, to investors, which “bounced,” or failed to clear due to 

insufficient funds.  Yet throughout the relevant period, Defendants continued to raise 

money from investors while falsely portraying the Dynasty Entities as a rags-to-

riches success story and claiming that the purported success of the Dynasty Entities 

was owed to divine intervention.   

6. In addition, none of the Dynasty Entities’ securities offerings were 

registered with the SEC, and as a result of Defendants’ registration violations, 

investors were deprived of the critical information that a securities offering 

registration statement is required to provide for the protection of investors. 

7. Through their conduct, and as further detailed in this complaint, 

Defendants violated the registration provisions of Section 5 of the Securities Act, and 

the antifraud provisions of Section 17(a) of the Securities Act, Section 10(b) of the 

Exchange Act, and Rule 10b-5 thereunder. 

8. The SEC seeks permanent and conduct-based injunctions, disgorgement 

with prejudgment interest, and civil penalties against Defendants, and an order 

barring Bartlett and Miller from acting as an officer of director of a public company 

under Section 20(e) and 21(d)(2) of the Exchange Act.  

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 3 of 29   Page ID #:3



 

COMPLAINT 4  
 

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THE DEFENDANTS 

9. Defendant Brett M. Bartlett, age 37, resided in Yorba Linda, California 

during the relevant period.  He co-founded and co-owned each of the Dynasty 

Entities.  Bartlett was CEO, president, and a director of Dynasty Toys; the CEO, 

president, and a director of 7ME; the president and a member of CMC, and the 

president, secretary, and sole director of Dynasty Inc.  Bartlett has never held any 

securities licenses and has never been registered with the SEC in any capacity.  Along 

with Defendant Scott A. Miller, prior to June 2018, Bartlett operated a business 

reselling goods online. He also participated in online courses for the purpose of 

coaching others in how to resell goods online. 

10. During the SEC’s investigation in this matter, Bartlett asserted his Fifth 

Amendment privilege against self-incrimination as to all substantive questions during 

testimony. 

11. Defendant Scott A. Miller, age 63, is Bartlett’s father-in-law.  He resided 

in Yorba Linda, California during the relevant period.  He co-founded and co-owned 

each of the Dynasty Entities with the exception of Dynasty, Inc.  Miller was vice 

president, treasurer, secretary, and a director of Dynasty Toys, Inc.; the secretary and 

a director of 7ME; and the CEO and a managing member of CMC.  Miller has never 

held any securities licenses and has never been registered with the SEC in any 

capacity.  Miller was previously the chief operating officer of a large company, and 

his purported experience taking “a small construction power company from 1 to 100 

million in revenue with a valuation of over 140 million” was touted on the CMC 

website.  Along with Bartlett, prior to June 2018, Miller operated a business reselling 

goods online. 

12. During the SEC’s investigation in this matter, Miller asserted his Fifth 

Amendment privilege against self-incrimination as to all substantive questions during 

testimony.   

13. Defendant Dynasty Toys, Inc. is a Wyoming corporation with its 

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COMPLAINT 5  
 

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principal place of business in Yorba Linda, California.  Dynasty Toys and its 

securities have never been registered with the SEC in any capacity.  In July 2020, 

Bartlett and Miller, while “constituting all of the Board of Directors of Dynasty, 

Toys, Inc.,” resigned all positions and relinquished control of Dynasty Toys to a chief 

restructuring officer (“CRO”).  The CRO resigned in April 2021, leaving the 

company without management and defunct.   

14. Defendant The 7M eGroup Corp. is a California corporation with its 

principal place of business in Yorba Linda, California.  7ME and its securities have 

never been registered with the SEC in any capacity.  In July 2020, Bartlett and Miller, 

while purportedly “constituting all of the Board of Directors of 7ME,” resigned from 

7ME and agreed to appoint the CRO, described above, who subsequently resigned in 

April 2021.   

15. Defendant Concept Management Company LLC is a Wyoming limited 

liability company with its principal place of business in Yorba Linda, California.  

CMC and its securities have never been registered with the SEC in any capacity.  In 

July 2020, Bartlett and Miller, while “constituting all of the Board of Directors of 

CMC,” surrendered control of the company to the CRO, who resigned in April 2021.   

16. Defendant Dynasty, Inc. is a Wyoming corporation with its principal 

place of business in Yorba Linda, California.  Dynasty, Inc. and its securities have 

never been registered with the SEC in any capacity.  Dynasty, Inc. appears to be 

defunct. 

RELATED ENTITY 

17. Community of Commerce (the “Co-Op”) was a Minnesota cooperative 

association with its principal place of business in Yorba Linda, California.  The Co-

Op and its securities have never been registered with the SEC in any capacity.  The 

Co-Op appears to be defunct and was involuntarily dissolved by the Minnesota 

Secretary of State in February 2020. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 5 of 29   Page ID #:5



 

COMPLAINT 6  
 

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THE ALLEGATIONS 

A. The Ponzi-Like Scheme and the Unregistered and Fraudulent Securities 

Offerings 

18. Bartlett and Miller, directly and indirectly, exercised day-to-day control 

over 7ME, Dynasty Toys, and CMC, and, directly and indirectly, controlled and 

conducted the unregistered securities offerings by each of those entities. 

19. Bartlett, directly and indirectly, exercised day-to-day control over 

Dynasty, Inc., and, directly and indirectly, controlled and conducted the unregistered 

securities offering by that entity. 

20.  From at least June 2018 to May 2020, Bartlett, Miller, and the Dynasty 

Entities offered and sold securities in the form of promissory notes, “gold contracts,” 

and stock, raising at least $20.5 million from more than 1,000 investors.   

21. For at least some of the offerings, Defendants used general solicitation to 

attract prospective investors, including via webcasts and videos, websites, and 

conferences.  Many of the investors were unaccredited and unsophisticated.   

22. Defendants failed to take reasonable steps to verify investors’ 

accreditation status in connection with each of the offerings. 

23. Defendants kept poor records of the businesses, failed to completely and 

accurately document incoming investor money, maintained over 200 bank accounts, 

and commingled funds among bank accounts and entities.  

24. Bartlett and Miller frequently invoked their Christian faith when 

speaking with or soliciting investors.  They met many of the investors through 

churches and many investors felt they could trust Bartlett and Miller because they 

held themselves out as devout Christians. 

25. Bartlett frequently portrayed himself as a devout family man and 

included photos of himself, his wife and his three young children in informational and 

solicitation videos distributed to investors and posted online. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 6 of 29   Page ID #:6



 

COMPLAINT 7  
 

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1. Solicitation of Investors for “Done for You” Notes-June 2018 to 

December 2018 

26. In or about June 2018, Bartlett and Miller formed Dynasty Toys and 

began selling “promissory notes” to investors for the stated purpose of purchasing toy 

inventory for the upcoming holiday season.   

27. Bartlett and Miller described the so-called “Done For You” (“DFY”) 

program as a group purchase of inventory that Dynasty Toys would make and then 

resell online before Christmas to generate profits for the company and note 

purchasers to share.  

28. Bartlett and Dynasty Toys made false and misleading statements during 

the DFY offering, including the following: 

(a) In the summer of 2018, Bartlett and Dynasty Toys represented in 

webinars and on a website that investors would receive returns of 8 to 20 percent by 

January 2019, or in the “worst case scenario,” a full return of their principal by March 

31, 2019.   

 Based on Dynasty’s past sales, lack of profits and the fact 

that Bartlett had not yet decided what merchandise would be sold, there was no 

reasonable basis to project Dynasty would have an 8-20 percent return or a full return 

of investment. 

 A reasonable investor would want to know that the 

projected return on investment was not based upon actual experience making such 

returns and would consider Bartlett’s purported track record as an important factor in 

their investment decision.   

(b) The DFY notes offered and sold to investors stated that purchasers 

were lending money to the Co-Op, and Bartlett and Dynasty Toys represented that 

investor funds would be used to purchase inventory.   

 In fact, investors’ money was pooled in 7ME’s bank 

account and used, in part, to pay that entity’s marketing and operating expenses.  

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 7 of 29   Page ID #:7



 

COMPLAINT 8  
 

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Defendants also misused investment funds to make Ponzi-like payments, e.g., using 

one investor’s funds to pay another investor, and Bartlett and Miller misappropriated 

some funds for their personal use.    

 A reasonable investor would want to know that their funds 

were being used for marketing and operating expenses and that their funds were 

being used to pay back other investors as “returns” on investment or otherwise.  

(c) In a video distributed in the summer of 2018, Bartlett and Dynasty 

Toys claimed they needed to raise $20 million from investors to purchase the amount 

of inventory that the company was “confident” it could sell by Christmas.  

Defendants had no reasonable basis for this projection.   

 Based on Dynasty’s past sales, lack of profits and the fact 

that Bartlett had not yet decided what merchandise would be sold, there was no 

reasonable basis to project that Dynasty needed $20 million and/or that it could 

“confidently” sell that amount of merchandise before Christmas. 

 A reasonable investor would want to know, before making 

an investment decision, that the total amount allegedly needed to be raised and the 

claims that Dynasty was “confident” it could sell this amount of merchandise by 

Christmas was not based on reasonable information.  

(d) Bartlett and Dynasty Toys repeatedly touted that the company 

recently had 3 products among Amazon’s top 10 bestselling toys.   

 However, in reality, those products had been sold at a loss 

in order to temporarily generate high sales volume, which was not disclosed to 

investors. 

 A reasonable investor would view Bartlett’s purported track 

record as an important factor in their investment decision.   

29. Following their unsuccessful 2018 holiday season, the Dynasty Entities 

had insufficient assets to repay investors’ principal and could not pay the 8 to 20 

percent returns they had touted.   

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 8 of 29   Page ID #:8



 

COMPLAINT 9  
 

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30. Moreover, due to their poor financial position in the wake of the 2018 

holiday season, Bartlett, Miller and Dynasty laid off employees in their Yorba Linda 

location in January 2019. 

31. By early January 2019, investors were clamoring for repayments, which 

later caused Bartlett and Miller to double down by stalling investors’ requests for 

repayments, enticing and lulling investors into keeping their money invested with the 

Dynasty Entities, and raising additional funds from existing and new investors. 

2. Dynasty Toys & 7ME Notes-Early 2019 to 2020 

32. In January 2019, business consultants working with Bartlett, Miller, and 

the Dynasty Entities urged them to be forthright with investors about the failure of the 

2018 holiday season and the financial state of the companies, and to consider placing 

the entities into bankruptcy.   

33. Bartlett and Miller, however, rejected this suggestion and instead 

launched a plan to get investors “excited” to keep their money invested with the 

Dynasty Entities by offering bonuses that they knew or should have known that they 

could not pay, while concealing the truth about the entities’ precarious financial state 

from investors. 

34. To stave off demand for cash payouts, Dynasty Toys offered bonuses of 

up to 40 percent to noteholders who accepted inventory or “credits” as payment.   

35. Initially, Bartlett represented to investors that credits could be used to 

purchase online e-commerce courses or coaching, which courses and coaching was 

purportedly offered, for a price, to show people how to successfully sell goods online.   

36. Later, Bartlett switched to claiming to investors that they would be able 

to convert credits into Dynasty Toys stock.   

37. Dynasty Toys also promised bonuses to investors who extended their 

existing promissory note or rolled their investment into a new note, and at least 30 

investors agreed to do so.   

38. Defendants referred to investors who resisted the foregoing options and 

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COMPLAINT 10  
 

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asked for their money as “nuclear,” and they repaid at least some of them with other 

investors’ money.   

39. To accomplish this, throughout 2019 and into 2020, Dynasty Toys and 

7ME raised additional investor funds through the sale of new notes while 

misleadingly portraying Bartlett and Dynasty Toys as a “rags-to-riches” success 

story.   

40. The notes, which were issued by Dynasty Toys or 7ME, falsely 

promised 40 percent returns in as little as six months, even though Bartlett and Miller 

knew or should have known, especially in light of their money-losing 2018 holiday 

sales, that their entities were not generating sufficient revenues to pay those returns.   

41. Further, Bartlett and Miller and the Dynasty Entities did not disclose to 

investors that they were misusing investment funds to make Ponzi-like payments. 

42. To further this fraud and perpetuate the false image of a successful 

enterprise with satisfied investors, Dynasty Toys employees deleted negative 

comments in a Facebook group and “blocked” at least some investors who criticized 

or questioned Bartlett or the company from posting in the Facebook group.  

3. Dynasty Toys Stock-Early 2019 to Early 2020 

43. In addition to the notes described above, from approximately early 2019 

through March 2020, Dynasty Toys, Bartlett, and Miller continuously offered and 

sold stock in addition to notes.   

44. When offering and selling Dynasty Toys stock, Bartlett urged current 

note investors to convert their existing investments into “preferred shares” at $2.50 

per share.   

45. To induce conversion – and thereby avoid demands for cash payouts on 

the previously sold notes – Bartlett and Dynasty Toys promised “conversion 

bonuses” of 10 to 20 percent, plus annual dividends.   

46. Bartlett also solicited cash purchases of stock from existing and new 

investors.  The stock certificates were electronically signed by Bartlett and Miller. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 10 of 29   Page ID #:10



 

COMPLAINT 11  
 

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47. In the process of “converting” existing note investors into new stock 

investments and soliciting new stock investors, Bartlett, Miller and the Dynasty 

Entities made numerous false and misleading statements and omitted telling investors 

information that a reasonable investor would consider important in deciding to invest. 

a. False statements & omissions 

48. In or about March 2019, in a video distributed to investors, Bartlett 

misleadingly claimed that a hypothetical July 2016 investment in 7ME had increased 

in value to $387,482 (including “20% annualized return” and “20% bonus for 

conversion”). 

49. Bartlett also misleadingly claimed that, following conversion into 

preferred shares of Dynasty Toys, the investment would have an “estimated value” of 

$774,965 at the time of a planned “Reg A+” offering in August at $5 per share and 

$1,549,930 at the time of an initial public offering, or IPO, at $10 per share within 3-

5 years.  

50. In truth, Bartlett and Miller had no reasonable basis to assert that a 

hypothetical investment in 7ME would have increased in value as they represented. 

51. In fall 2019, Bartlett falsely represented that CMC was going to 

purchase Dynasty Toys for approximately $120 million.  In reality, CMC lacked the 

assets to buy Dynasty Toys, Inc. for $120 million.   

52. In February 2020, Bartlett misleadingly claimed that CMC would pay $5 

per share to anyone who wanted to sell their Dynasty Toys stock and encouraged 

investors to purchase more shares “before the price goes above $5” at the end of the 

month.   He also promised that investors would receive their choice of a 10 percent 

cash dividend or 20 percent of their share value in additional shares. 

53. In the same video distributed to investors in February 2020, Bartlett told 

them that this is a “victory parade” and “this is a God & Grit story,” and attributed the 

Dynasty Entities’ alleged success to “God giving us what we need, when we need it.”   

54. In truth, Bartlett and Miller had no reasonable basis to claim Dynasty 

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Shares would double in value by the end of the month or that Dynasty had profits 

available to pay a 10% dividend. 

4. Dynasty Toys Inc. Stock-March 2020 

55. On March 6, 2020, Bartlett sent investors a video featuring a slide deck 

captioned “Dynasty, Inc.”  Bartlett referred to “Dynasty” in the video as if it were a 

single company.  In these materials, Bartlett falsely claimed that Dynasty had 

experienced “RECORD BREAKING SALES” of “product”; promised a second 

semi-annual 10 percent dividend in August; touted a “conservative” forecast of “over 

$300,000,000 in sales” in the next 60-90 days; and claimed a current company value 

of $226 million.   

56. Near the end of his presentation, Bartlett claimed that “everything 

happening is a God story” and that his and Dynasty’s “running theme” was “God, 

Grit and Family.” 

57. Two weeks later, Bartlett sent an incomplete Private Placement 

Memorandum (“PPM”) offering Dynasty, Inc. stock to investors via email.  In the 

email, Bartlett invited investors to join him for a later online worship session.  In an 

accompanying video, he falsely claimed that Dynasty was “thriving” despite the 

COVID-19 pandemic, promising that Dynasty was going to be in a “strong liquid 

cash position at the end of all of this.” 

58. On information and belief, the issuer of this new offering, Dynasty, Inc. 

did not have any bank accounts and did not receive any investor funds during this 

period; however, on information and belief, Dynasty Toys still raised additional funds 

in connection with the March 2020 videos and PPM. 

5. Solicitation of Investors for Gold Contracts-January to April 2020 

59. Starting in early 2020, shortly before the start of the Covid-19 global 

pandemic, CMC, Bartlett, and Miller offered and sold fraudulent “gold contracts.”  

As set forth below, they made numerous misrepresentations about the (non-existent) 

gold, their involvement with the pre-production gold mine, and investors’ ability to 

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COMPLAINT 13  
 

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receive a return on investment. 

a. Gold Term Sheets 

60. The term sheet distributed to investors promised a 10 percent bonus on 

their original principal amount and an additional 10 percent bonus on investments 

greater than $100,000, though Bartlett and Miller knew or should have known that 

they could not pay these returns.      

61. On information and belief, Miller prepared and had ultimate authority 

over the contents of the gold contracts and term sheets.   

62. The contracts specified that after 15 months, investors could choose to 

renew the contract and receive a 2.5 percent bonus.  

63. On information and belief, most investors were motivated by a desire to 

remain invested with the Dynasty Entities and did not actually expect to take delivery 

of any gold.   

b. Bartlett Announces “Mandatory” Buyback of Dynasty Toys 

Stock in Exchange for “Gold Contracts”  

64. In March 2020, Bartlett announced a mandatory buyback of Dynasty 

Toys stock and presented “gold contracts” as the only alternative for investors who 

did not want to sell their shares.  On information and belief, many (if not all) of the 

“gold contract” purchasers were existing investors who expected, based on Bartlett 

and Dynasty’s representations, to exchange the contract for stock in the future.   

65. A reasonable investor would have viewed the gold contract as a 

continuation of their investment in Dynasty. 

66. Defendants sold at least 125 “gold contracts,” all of which were dated 

April 1, 2020, after Bartlett announced the mandatory share buyback. 

c. False statements and omissions 

67. Both Bartlett and Miller controlled and had ultimate authority over the 

statements on the Co-Op’s website. 

68. In January 2020, the Co-Op’s website falsely described the Co-Op as 

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“backed by gold” and stated that it would be using “cutting-edge technology to 

produce Gold Bullion.”   The website exhorted investors and potential investors to 

“join the movement, join the first ever CoOp backed by gold” and “Let’s Turn This 

into Gold TOGETHER.”  

69. The website falsely represented that the Co-Op would “invest in the gold 

mine production and members will share in the profits.”  

70. The website falsely claimed the “Backstory” was simple and that “[w]e 

recently acquired Gold Ore assets from these mines and will be using this cutting 

edge technology to produce Gold Bullion.”    

71. In a video sent to investors, Bartlett falsely claimed that Dynasty Toys 

was “backed by gold” and owned “hundreds of millions of dollars of gold assets.”  

72. CMC, Bartlett, and Miller failed to disclose key facts to investors about 

their “relationship” with the mine developer and omitted telling investors information 

material to their decision to invest, which included the following:   

(a) In August 2019, CMC had entered into an agreement with a third 

party (“Mining Co.”) that gave CMC the option to loan $3 million to Mining Co. to 

allegedly develop a pre-production gold mine.  The contract provided that CMC 

would be entitled to 10 percent of Mining Co.’s gross profits after CMC provided the 

$3 million. 

(b) CMC never provided $3 million to Mining Co.  Mining Co.’s 

owner had made clear to Bartlett and Miller that at least $3 million was necessary 

from CMC to initiate mining operations.  

(c) CMC, Bartlett, and Miller never disclosed the above facts to 

investors.    

(d) Bartlett falsely told investors that Mining Co. was going to merge 

with Dynasty Toys when no such agreement existed. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 14 of 29   Page ID #:14



 

COMPLAINT 15  
 

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6. Solicitation of Investors for Face Mask Promissory Notes-At least 

April 2020 to May 2020 

73. Around late February 2020, as the Covid-19 global pandemic unfolded, 

CMC and Dynasty Toys, doing business under the name “Family Face Mask,” began 

selling cloth face masks online.  By the end of April 2020, they owed their mask 

supplier (“Supplier”) more than $4.88 million.  

74.  On May 7, Bartlett executed, personally and on behalf of CMC and 

Dynasty Toys, a credit and security agreement in favor of Supplier in the amount of 

$7.6 million.  By or around this time, CMC had begun selling promissory notes to 

investors, purportedly to fund the purchase and shipment of masks.  

a. Note terms 

75. The notes offered to investors generally had terms of 30 days (though 

some were as short as 15 days) and interest rates of 10 to 35 percent.   Many of the 

notes stated that Bartlett personally guaranteed the investment, and some purported to 

be secured by accounts receivable or funds held at merchant processors.  These 

“guarantees,” however, were illusory, as set forth below. 

b. False statements and omissions 

76. Bartlett, Miller, and the Dynasty Entities lacked sufficient assets to 

guarantee the Face Mask promissory notes and had insufficient revenues to pay the 

promised interest.  

77. Further, at no time did Bartlett or CMC disclose the $7.6 million security 

agreement they had executed in favor of Supplier.    

78. In a video presentation to investors, Bartlett also falsely represented that 

Family Face Mask had $4.2 million cash on hand as of May 4, 2020.   

79. Actual and prospective investors would have considered it important to 

know that the Family Face mask operation and the Dynasty Entities lacked the funds 

to repay them and did not have $4.2 million cash on hand. 

80. A reasonable investor would have wanted to know that the Dynasty 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 15 of 29   Page ID #:15



 

COMPLAINT 16  
 

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Entities had promised $7.6 million to Supplier through the security agreement. 

81. A reasonable investor would have wanted to know that Bartlett lacked 

the assets to personally guarantee the notes. 

82. A reasonable investor would have wanted to know that the Dynasty 

Entities lacked sufficient accounts receivable and/or funds held at merchant 

processors to secure the notes, and moreover, to the extent that any such assets 

existed, they had been pledged to secure multiple notes. 

B. Misappropriation of Investors’ Funds for Defendants Bartlett and Miller’s 

Personal Benefit  

83. Bartlett and Miller misappropriated more than $1.2 million of investor 

money for their personal benefit, including at least $580,000 transferred to Bartlett’s 

personal accounts; $220,000 to pay Bartlett’s personal legal counsel; more than 

$33,000 on golf, vacation rentals, and cigars; $175,000 in rent, including for a 

$15,000-per-month 8-bedroom luxury home in Ranch Santa Fe, California for 

Bartlett’s family; and more than $164,000 in cash withdrawals. 

84. In approximately late January 2019, following the unsuccessful 2018 

holiday sales season, Bartlett also used $192,500 of investors’ funds to purchase a 

house and property near Nashville, Tennessee in the name of 7ME. 

C. Ponzi-Like Payments to Investors 

85. Bartlett, Miller, and their entities used investor money to make at least 

$11 million in Ponzi-like payments to other investors.   

86. The Dynasty Entities’ revenues generated never exceeded their business 

expenditures.   

87. Thus, the only way that Defendants were able to make these payments to 

investors was by using other investors’ funds.   

88. Throughout the relevant period, Defendants continued to solicit new and 

additional investments without disclosing that they were misusing investment funds 

to make Ponzi-like payments. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 16 of 29   Page ID #:16



 

COMPLAINT 17  
 

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89. A reasonable investor would have believed, including based on 

Defendants’ misrepresentations, that payments they received from the Dynasty 

Entities as “returns” or bonuses on their investment were in fact from profits 

generated from sales. 

90. A reasonable investor would have wanted to know that they were being 

repaid with money from other investors and not from actual profits on sales. 

D. The Collapse of the Fraudulent Scheme and $21 Million in Fraudulent 

“Re-Payments” 

91. In late March 2020, Bartlett announced that Dynasty would be 

purchasing back all investors’ stock at $5 per share, purportedly for pandemic-related 

reasons.  As described above, investors who did not want to participate in the 

mandatory stock buyback were told that they could roll their existing investments into 

gold contracts, and more than 100 did so.   

92. Many investors who opted for repayment were sent fraudulent “bad” 

checks for repayment.   

93. In May 2020, Defendants sent 65 checks totaling more than $21 million 

to investors drawn on a Dynasty Toys, Inc. bank account ending in 4883, for which 

Bartlett and Miller were the only signatories.  The checks were written on or about 

May 1, 2020, with a memo line indicating it was a “cash out” for investors, and were 

signed by Bartlett.   

94. On May 1, the date upon which the checks were written, the Dynasty 

Toys, Inc. 4883 bank account had a balance of less than $21,000.   

95. All of the checks bounced due to insufficient funds and by the end of 

May 2020, the account balance was negative. 

96. In approximately June 2020, after the $21 million in investor “cash out” 

checks bounced, Bartlett took his family and employees on a two-week “retreat” to 

the Big Bear, California mountain resort area and spent approximately $20,000 of 

company funds for expenses. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 17 of 29   Page ID #:17



 

COMPLAINT 18  
 

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97. In July 2020, under pressure from investors and others, Bartlett and 

Miller, “resigned all positions and relinquished control” of 7ME, Dynasty Toys, and 

CMC to the Chief Restructuring Officer (“CRO”). 

98. The CRO intended to liquidate any remaining inventory and perform a 

forensic accounting of the Dynasty Entities, but was unable to do so, including due to 

a lack of cooperation from Bartlett and Miller.   

99. Miller refused to respond to inquiries from the CRO.   

100. Bartlett failed to provide complete bank information to the CRO despite 

the CRO’s follow-up requests.   

101. In or about August 2020, Bartlett stopped providing information and 

documents to, and communicating with, the CRO.  The CRO resigned his position by 

April 2021. 

E. Defendants Offered and Sold Securities 

102. Each of the unregistered offerings constituted an offer and sale of 

securities, in the form of notes, stock, or investment contracts. The promissory notes, 

stock, and “gold contracts” are securities. 

1. The notes are securities 

103. As described above, Defendants sold DFY, Dynasty Toys, 7Me, and 

Family Face Mask notes in order to raise money to fund their business enterprises.  

104. Investors were primarily motivated by the generation of profits when 

investing, specifically the 8 to 40 percent profit the notes were expected to generate. 

105. The notes were sold to a broad segment of the public including, at least 

in the case of the DFY notes, through general solicitation to hundreds of investors 

nationwide. 

106. Dynasty Toys note investors reasonably expected their promissory notes 

to be investments. 

107. No regulatory scheme or factor significantly reduced the risk of the 

Dynasty notes, such that a court should not apply the federal securities laws to the 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 18 of 29   Page ID #:18



 

COMPLAINT 19  
 

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Dynasty Entitles’ note offering. 

2. The stock offerings are securities 

108. Defendants Dynasty Toys and Dynasty Toys, Inc. preferred stock shares 

offerings (pre and post-March 2020), as described above, constituted an offer and sale 

of securities. 

109. Defendants offered and sold these shares in order to raise money to fund 

their business enterprises or to convert existing note investors into stock shares. 

110. The stock issued by Dynasty Toys is a security because the share 

certificates referred to the shares as “preferred stock.”  

3. The “gold contracts” are securities because they are investment 

contracts 

111. The gold contract offering constituted an offer and sale of securities, in 

the form of investment contracts, in that it involved the offer to purchase “gold 

contracts” that involved: (a) an investment of money; (b) in a common enterprise; and 

(3) with an expectation of profits to be derived from the efforts of others. 

112. Investors invested money or rolled over previous cash investments in 

one or more of the Dynasty Entities to purchase the gold contracts.   

113. Bartlett, Miller, and CMC presented the gold contracts as an investment 

in a pre-production gold mine that would be developed by others.  Investor funds 

were pooled and the investors’ expectation of profits were interwoven with and 

dependent upon the success of the managers of Mining Co.  Investors expected to 

receive profits derived from the efforts of Mining Co. in the form of gold and bonuses 

resulting from the development of the mine. 

114. At other times, Bartlett presented the “gold contracts” as an opportunity 

to remain invested with the Dynasty Entities, including the option to convert the 

investment back into Dynasty Toys stock in the future.  As such, “gold contract” 

investors reasonably expected to profit from the efforts of Dynasty’s management in 

the form of future increases in the stock price. 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 19 of 29   Page ID #:19



 

COMPLAINT 20  
 

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115. Further, investors’ funds were comingled with investor funds from other 

parts of the Dynasty Entities’ enterprise, and some of those funds were used to make 

Ponzi payments.  The defendants’ ability to repay investors with funds from new 

investors required a constant influx of investors. 

F. Materiality of the Defendants’ Misrepresentations 

116. Defendants’ misrepresentations alleged above were material because 

they went to the heart of the investments, including the use of investor proceeds, the 

Dynasty Entities’ purported profitability and valuation, and promised returns.  

117. In addition, a reasonable investor would have wanted to know that 

Defendants were using investor money to make Ponzi-like payments and that Bartlett 

and Miller misappropriated investment funds for their personal benefit. 

G. Bartlett’s and Miller’s Scienter 

118. At all relevant times, Bartlett and Miller acted with scienter, or at 

minimum, were deliberately and consciously reckless, and their unreasonable conduct 

was negligent. 

119. They founded, owned, and controlled the Dynasty Entities and 

orchestrated the offerings.   

120. Bartlett and Miller each was a signer on one or more bank accounts used 

for investor activity and therefore knew, or was reckless in not knowing, that investor 

funds were being misused and that they were misappropriating investment funds for 

their personal benefit.  Because they controlled the Dynasty Entities’ finances and 

operations, Bartlett and Miller also knew, or were reckless in not knowing, that they 

could not pay the returns and “bonuses” being promised to investors.   

121. As a representative example of a misrepresentation made with scienter, 

or where they were reckless or negligent in not knowing the statement was false 

under the circumstances, in fall 2019, in connection with Dynasty Toys Stock 

offering, Bartlett falsely represented that CMC was going to purchase Dynasty Toys 

for approximately $120 million.  In reality, CMC lacked the assets to buy Dynasty 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 20 of 29   Page ID #:20



 

COMPLAINT 21  
 

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Toys, Inc. for $120 million.  Bartlett, as the president of CMC and Miller, as CEO 

and managing member of CMC, and Miller as signatory of its bank accounts, knew or 

were reckless or negligent in not knowing that their conduct in making 

representations about CMC’s proposed purchase of Dynasty Toys for $120 million, 

and its ability to make such a purchase, were was unreasonable under the 

circumstances, and therefore reckless. 

122. As another representative example, in March 2020, in connection with 

the offering for Dynasty Toys Inc. stock when Bartlett told investors Dynasty was 

worth $226 million and would achieve $300 million in sales in 60-90 days, Bartlett 

and Miller knew, or were reckless or negligent in not knowing, that Dynasty was not 

then worth $220 million, and their conduct in making these statements, under the 

circumstances, was unreasonable and therefore reckless. 

123. Similarly, in March 2020, also in connection with the offering for 

Dynasty Toys Inc. stock, when Bartlett said that Dynasty was “thriving” and was in a 

“strong liquid cash position,” Bartlett and Miller also knew, or were reckless or 

negligent in not knowing that their conduct in making this statement was 

unreasonable under the circumstances, and therefore reckless.  

FIRST CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

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

(against all Defendants) 

124. The SEC realleges and incorporates by reference paragraphs 1 through 

123 above. 

125. In connection with the purchase or sale of securities, Defendants 

Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty, Inc., each misled and 

deceived investors and prospective investors about (1) the Dynasty Entities’ 

profitability; (2) the use of investor funds; (3) the expected returns on investment, 

including dividends; (4) the value of the companies; and (5) the amount of cash on 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 21 of 29   Page ID #:21



 

COMPLAINT 22  
 

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hand. 

126. In addition, Defendants Bartlett, Miller, Dynasty Toys, 7ME, CMC, and 

Dynasty, Inc. engaged in a scheme to defraud whereby they raised over $20 million 

and defrauded investors by making and/or disseminating false and misleading 

statements, misused investors funds by using them to pay for their own personal 

expenses, and to pay Ponzi-like returns to investors. 

127. By engaging in the conduct described above, Defendants Bartlett, Miller, 

Dynasty Toys, 7ME, CMC, and Dynasty, Inc., and each of them, directly or 

indirectly, in connection with the purchase or sale of a security, by the use of means 

or instrumentalities of interstate commerce, of the mails, or of the facilities of a 

national securities exchange:  (a) employed devices, schemes, or artifices to defraud; 

(b) made untrue statements of a material fact or omitted to state a material fact 

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

under which they were made, not misleading; and (c) engaged in acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other 

persons. 

128. In connection with the gold contracts and face mask promissory notes, 

defendant CMC made misrepresentations in the gold contracts, term sheets, and face 

mask promissory notes it issued.  In connection with the solicitation of investors in 

Dynasty Toys Stock, CMC is also liable for the statements that Bartlett made in its 

name about its purported plans to acquire Dynasty and to purchase shareholders’ 

Dynasty stock at $5 per share. 

129. In engaging in the conduct described above, Defendants acted 

knowingly or recklessly. 

130. Defendants Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty, 

Inc., with scienter, employed devices, schemes and artifices to defraud; made untrue 

statements of a material fact or omitted to state a material fact necessary in order to 

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

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 22 of 29   Page ID #:22



 

COMPLAINT 23  
 

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made, not misleading; and engaged in acts, practices or courses of conduct that 

operated as a fraud on the investing public by the conduct described in detail above. 

131. By engaging in the conduct described above, Defendants Bartlett, Miller, 

Dynasty Toys, 7ME, CMC, and Dynasty, Inc. violated, and unless restrained and 

enjoined will continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 

78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) thereunder, 17 C.F.R. §§ 240.10b-

5(a), 240.10b-5(b) & 240.10b-5(c). 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(against Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC) 

132. The SEC realleges and incorporates by reference paragraphs 1 through 

123 above. 

133. In connection with the purchase or sale of securities, Defendants 

Bartlett, Miller, Dynasty Toys, 7ME, and CMC, each misled and deceived investors 

and prospective investors about (1) the Dynasty Entities’ profitability; (2) the use of 

investor funds; (3) the expected returns on investment, including dividends; (4) the 

value of the companies; and (5) the amount of cash on hand. 

134. In addition, Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC 

engaged in a scheme to defraud whereby they raised over $20 million and defrauded 

investors by making and/or disseminating false and misleading statements, misused 

investors funds by using them to pay for their own personal expenses, and to pay 

Ponzi-like returns to investors. 

135. By engaging in the conduct described above, Defendants Bartlett, Miller, 

Dynasty Toys, 7ME, and CMC, and each of them, directly or indirectly, in the offer 

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

communication in interstate commerce or by use of the mails directly or indirectly:  

(a) employed devices, schemes, or artifices to defraud; (b) obtained money or 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 23 of 29   Page ID #:23



 

COMPLAINT 24  
 

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property by means of untrue statements of a material fact or by omitting to state a 

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

circumstances under which they were made, not misleading; and (c) engaged in 

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

fraud or deceit upon the purchaser. 

136. Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC, with 

scienter, employed devices, schemes and artifices to defraud; with scienter and/or 

negligence, obtained money or property by means of untrue statements of a material 

fact or by omitting to state a material fact necessary in order to make the statements 

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

with scienter and/or negligence, engaged in transactions, practices, or courses of 

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

137. By engaging in the conduct described above, Defendants Bartlett, Miller, 

Dynasty Toys, 7ME, and CMC violated, and unless restrained and enjoined will 

continue to violate, Sections 17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15 

U.S.C. §§ 77q(a)(1), 77q(a)(2), & 77q(a)(3). 

THIRD CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a)(1) and (3) of the Securities Act 

(against Defendant Dynasty, Inc., only) 

138. The SEC realleges and incorporates by reference paragraphs 1 through 

123 above. 

139. Defendant Dynasty, Inc., in the offer or sale of securities, engaged in a 

scheme to defraud (which included misappropriation of investor funds and Ponzi-like 

payments) by making and/or disseminating false and misleading statements.  

140. By engaging in the conduct described above, Defendant Dynasty, Inc., 

directly or indirectly, in the offer or sale of securities, and by the use of means or 

instruments of transportation or communication in interstate commerce or by use of 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 24 of 29   Page ID #:24



 

COMPLAINT 25  
 

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the mails directly or indirectly:  (a) employed devices, schemes, or artifices to 

defraud; and (b) engaged in transactions, practices, or courses of business which 

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

141. Defendant Dynasty, Inc., with scienter, employed devices, schemes and 

artifices to defraud; and, with scienter and/or negligence, engaged in transactions, 

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

upon the purchaser. 

142. By engaging in the conduct described above, Defendant Dynasty, Inc. 

violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1) 

and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3). 

FOURTH CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

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

(against Defendants Bartlett, Dynasty Toys, CMC, Dynasty, Inc., and Miller) 

143. The SEC realleges and incorporates by reference paragraphs 1 through 

123 above. 

144. Each of the offerings by Dynasty Toys (stocks and notes), CMC (gold 

contracts and face mask notes), and Dynasty, Inc. (stock) involved the offering of 

securities in the form of investment contracts. 

145. None of those offerings were registered with the SEC. 

146. Dynasty Toys was not the issuer of the DFY notes; however, it is 

directly liable in connection with the DFY note offering because it, through Bartlett, 

directly solicited investors, and described and promoted the investment opportunity in 

videos and on a website. 

147. Bartlett and Miller directly and indirectly participated in the offer and 

sale of the unregistered securities of their respective entities, and were necessary 

participants and substantial factors in those sales because, among other things, they 

owned and controlled the issuers, and their bank accounts, and orchestrated their 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 25 of 29   Page ID #:25



 

COMPLAINT 26  
 

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respective offerings.  Miller and Bartlett both signed the Dynasty Toys stock 

certificates; Miller prepared the gold contracts and term sheets; and Bartlett signed 

the face mask notes.  In addition, Bartlett directly offered and sold securities by, 

among other things, soliciting investors through presentations, calls, and 

webcasts/videos. 

148. By engaging in the conduct described above, Defendants Bartlett, 

Dynasty Toys, CMC, Dynasty, Inc., and Miller, and each of them, directly or 

indirectly, singly and in concert with others, has made use of the means or 

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

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

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

securities for the purpose of sale or for delivery after sale, when no registration 

statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

149. By engaging in the conduct described above, Defendants Bartlett, 

Dynasty Toys, CMC, Dynasty, Inc., and Miller violated, and unless restrained and 

enjoined, are reasonably likely to continue to violate, Sections 5(a) and 5(c), 15 

U.S.C. §§ 77e(a) & 77e(c). 

FIFTH CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

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

(against Defendant Scott Miller as a control person) 

150. The SEC realleges and incorporates by reference paragraphs 1 through 

123 above. 

151. Pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)], any 

person who, directly or indirectly controls an entity that is liable under any provision 

of the Exchange Act or any rule or regulation thereunder, shall also be jointly and 

severally liable with and to the same extent as that entity, unless the controlling 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 26 of 29   Page ID #:26



 

COMPLAINT 27  
 

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person can establish that he acted in good faith and did not directly or indirectly 

induce the act or acts constituting the violation or cause of action.  

152. As alleged above, Defendants Dynasty Toys, 7ME, and CMC violated, 

and unless restrained and enjoined will continue to violate, Section 10(b) of the 

Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5 thereunder. 

153. Defendant Miller, as the vice president, treasurer, secretary, and a 

director of Dynasty Toys, Inc., the secretary and a director of 7ME, and the CEO and 

a managing member of CMC, is a control person of each of Defendants Dynasty 

Toys, 7ME, and CMC, because he possesses, directly or indirectly, the power to 

direct or cause the direction of the management and policies of each of Defendant 

Dynasty Toys, 7ME, and CMC.  Miller oversaw their fundraising activities and 

disbursement of investment funds.  Accordingly, pursuant to Section 20(a) of the 

Exchange Act, 15 U.S.C. § 78t(a), Defendant Miller is liable to the SEC to same 

extent as each of Defendant Dynasty Toys, 7ME, and CMC would be liable for each 

of their respective violations of Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Bartlett, Miller, Dynasty Toys, 

7ME, CMC, and Dynasty, Inc., and their officers, agents, servants, employees and 

attorneys, and those persons in active concert or participation with any of them, who 

receive actual notice of the judgment by personal service or otherwise, and each of 

them, from violating Section 17(a) of the Securities Act [15 U.S.C. §77q(a)], and 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 27 of 29   Page ID #:27



 

COMPLAINT 28  
 

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

[17 C.F.R. § 240.10b-5]. 

III. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Bartlett, Miller, Dynasty Toys, 

CMC, and Dynasty, Inc., and their officers, agents, servants, employees and 

attorneys, and those persons in active concert or participation with any of them, who 

receive actual notice of the judgment by personal service or otherwise, and each of 

them, from violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 

77e(a), 77e(c)]. 

IV. 

Issue an order against Defendants Bartlett and Miller in accordance with 

Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and Section 21(d)(2) of the 

Exchange Act, 15 U.S.C. § 78u(d)(2), prohibiting them from acting as an officer or 

director of any issuer that has a class of securities registered pursuant to Section 12 of 

the Exchange Act, 15 U.S.C. § 781, or that is required to file reports pursuant to 

Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d). 

V. 

Issue an order against Defendants Bartlett and Miller in accordance with 

Section 21(d)(5) of the Exchange Act,  15 U.S.C. § 78u(d)(5), permanently enjoining 

them from directly or indirectly, including, but not limited to, through any entity 

owned or controlled by either or both of them, participating in the issuance, purchase, 

offer, or sale of any security in an unregistered offering by an issuer; provided, 

however, that such injunction shall not prevent Bartlett or Miller from purchasing or 

selling securities for his own personal account.  

VI. 

Order Defendants Bartlett, Miller, Dynasty Toys, 7ME, and CMC, jointly and 

severally, to disgorge all funds received from their illegal conduct, together with 

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COMPLAINT 29  
 

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prejudgment interest thereon, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of 

the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

VII. 

Order Defendants Bartlett, Miller, Dynasty Toys, 7ME, CMC, and Dynasty, 

Inc. to pay civil penalties under Section 20(d) of the Securities Act [15 U.S.C. § 

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

VIII. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

IX. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  May 2, 2023  
 /s/ Ruth C. Pinkel   

RUTH C. PINKEL 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

Case 8:23-cv-00765   Document 1   Filed 05/02/23   Page 29 of 29   Page ID #:29


	A. The Ponzi-Like Scheme and the Unregistered and Fraudulent Securities Offerings
	1. Solicitation of Investors for “Done for You” Notes-June 2018 to December 2018

	(a) In the summer of 2018, Bartlett and Dynasty Toys represented in webinars and on a website that investors would receive returns of 8 to 20 percent by January 2019, or in the “worst case scenario,” a full return of their principal by March 31, 2019.
	i. Based on Dynasty’s past sales, lack of profits and the fact that Bartlett had not yet decided what merchandise would be sold, there was no reasonable basis to project Dynasty would have an 8-20 percent return or a full return of investment.
	ii. A reasonable investor would want to know that the projected return on investment was not based upon actual experience making such returns and would consider Bartlett’s purported track record as an important factor in their investment decision.

	(b) The DFY notes offered and sold to investors stated that purchasers were lending money to the Co-Op, and Bartlett and Dynasty Toys represented that investor funds would be used to purchase inventory.
	i. In fact, investors’ money was pooled in 7ME’s bank account and used, in part, to pay that entity’s marketing and operating expenses.  Defendants also misused investment funds to make Ponzi-like payments, e.g., using one investor’s funds to pay anot...
	ii. A reasonable investor would want to know that their funds were being used for marketing and operating expenses and that their funds were being used to pay back other investors as “returns” on investment or otherwise.

	(c) In a video distributed in the summer of 2018, Bartlett and Dynasty Toys claimed they needed to raise $20 million from investors to purchase the amount of inventory that the company was “confident” it could sell by Christmas.  Defendants had no rea...
	i. Based on Dynasty’s past sales, lack of profits and the fact that Bartlett had not yet decided what merchandise would be sold, there was no reasonable basis to project that Dynasty needed $20 million and/or that it could “confidently” sell that amou...
	ii. A reasonable investor would want to know, before making an investment decision, that the total amount allegedly needed to be raised and the claims that Dynasty was “confident” it could sell this amount of merchandise by Christmas was not based on ...

	(d) Bartlett and Dynasty Toys repeatedly touted that the company recently had 3 products among Amazon’s top 10 bestselling toys.
	i. However, in reality, those products had been sold at a loss in order to temporarily generate high sales volume, which was not disclosed to investors.
	ii. A reasonable investor would view Bartlett’s purported track record as an important factor in their investment decision.
	2. Dynasty Toys & 7ME Notes-Early 2019 to 2020
	3. Dynasty Toys Stock-Early 2019 to Early 2020
	a. False statements & omissions

	4. Dynasty Toys Inc. Stock-March 2020
	5. Solicitation of Investors for Gold Contracts-January to April 2020
	a. Gold Term Sheets
	b. Bartlett Announces “Mandatory” Buyback of Dynasty Toys Stock in Exchange for “Gold Contracts”
	c. False statements and omissions


	(a) In August 2019, CMC had entered into an agreement with a third party (“Mining Co.”) that gave CMC the option to loan $3 million to Mining Co. to allegedly develop a pre-production gold mine.  The contract provided that CMC would be entitled to 10 ...
	(b) CMC never provided $3 million to Mining Co.  Mining Co.’s owner had made clear to Bartlett and Miller that at least $3 million was necessary from CMC to initiate mining operations.
	(c) CMC, Bartlett, and Miller never disclosed the above facts to investors.
	(d) Bartlett falsely told investors that Mining Co. was going to merge with Dynasty Toys when no such agreement existed.
	6. Solicitation of Investors for Face Mask Promissory Notes-At least April 2020 to May 2020
	a. Note terms
	b. False statements and omissions


	B. Misappropriation of Investors’ Funds for Defendants Bartlett and Miller’s Personal Benefit
	C. Ponzi-Like Payments to Investors
	D. The Collapse of the Fraudulent Scheme and $21 Million in Fraudulent “Re-Payments”
	E. Defendants Offered and Sold Securities
	1. The notes are securities
	2. The stock offerings are securities
	3. The “gold contracts” are securities because they are investment contracts

	F. Materiality of the Defendants’ Misrepresentations
	G. Bartlett’s and Miller’s Scienter