SEC v. Matthew Nicosia; William "Rocky" Reininger; Fabrizio Di Carlo; and Ronald Touchard, No. 1:22-cv-05761, Eastern District of New York (Apr. 5, 2023) — Complaint

Nita Klunder
David D’Addio*
Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)
*Not admitted in the U.S. District Court for the Eastern District of New York

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
                                                                        Plaintiff,
            v.

MATTHEW NICOSIA,
WILLIAM (“ROCKY”) REININGER,
FABRIZIO DI CARLO, and
RONALD TOUCHARD,

                                                Defendants.

Civil Action No. 22-CV-____ (___)

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against the defendants:
SUMMARY
1. This is a securities fraud enforcement action.  Defendants Matthew Nicosia,
William (“Rocky”) Reininger, Fabrizio Di Carlo, and Ronald Touchard engaged in fraudulent
schemes to sell publicly traded stock to retail investors.  From not later than August 2019
through at least September 2020 (the “Relevant Period”), the defendants, acting in concert with
others, schemed to fraudulently sell penny stocks of one or more of the following companies to

2
 
investors in the public United States securities markets:  Odyssey Group International, Inc.
(“Odyssey”), Scepter Holdings, Inc. (“Scepter”), and CannaPharmaRx, Inc.
(“CannaPharmaRx”).
2. Depending on the security at issue, Reininger and/or Nicosia concealed their
control of the companies in which they sold shares, along with their control of nearly all of the
stock that was deposited with brokerage firms and available for public trading (the “float”) for
each of these securities.  They hid their control, in part, by arranging for an intermediary to
acquire and sell shares on their behalf without registering the sales or complying with legally
mandated sale limitations.  To liquidate their shares, Reininger and Nicosia funded deceptive
promotional campaigns, enabling them to artificially generate enough demand for their shares
while concealing from prospective purchasers that the stocks were being sold, in bulk, by people
who controlled the companies.
3. With respect to Odyssey, by August 2019, Nicosia, Reininger, and an individual
sued in a separate Commission action, Charlie Abujudeh, agreed to have Abujudeh purchase 2.5
million shares from one of Nicosia’s associates on their behalf.  The 2.5 million shares
constituted about 98 percent of the Odyssey float.  Nicosia and Reininger, who were both
significant shareholders of Odyssey and were involved in the management and operations of the
company, tasked Abujudeh with hiring stock promoters to tout Odyssey to potential investors
over the phone.  The three agreed that Abujudeh would sell their 2.5 million Odyssey shares
once the promotion they were funding was underway (sometimes referred to as selling the shares
“into” a stock promotion) and split the profits.
4. Defendant Touchard introduced Abujudeh to defendant Di Carlo, who ran a stock
promotion organization that called itself “Investor’s Quarterly” and used high-pressure and

3
 
deceptive tactics targeting unsuspecting retail investors.  Abujudeh, working on behalf of Nicosia
and Reininger, hired Di Carlo to promote Odyssey shares to potential investors, primarily by
phone.  They agreed that Di Carlo would earn a 30 percent commission on all sales generated by
his organization (which Abujudeh and Touchard referred to as a “phone room”); Touchard and
his business partner would each earn a 2.5 percent commission on those sales; and Nicosia,
Reininger, and Abujudeh would split the profits, with half going to Abujudeh, and half to
Nicosia and Reininger.
5. Di Carlo and his “Investor’s Quarterly” associates began soliciting investors to
buy Odyssey shares in or around January 2020.  Defendants Nicosia, Reininger, and Touchard
knew or were reckless in not knowing that Di Carlo and his organization engaged in deceptive
conduct in promoting Odyssey shares, including by making false and misleading statements to
investors, and concealing material facts regarding, among other things:  Abujudeh, Nicosia, and
Reininger’s control of nearly the entire Odyssey float; their control over at least 17 percent of the
total outstanding shares of Odyssey; Nicosia and Reininger’s involvement in Odyssey’s
management and operations; Nicosia, Reininger, and Abujudeh’s funding of the phone room;
their intention to sell Odyssey shares into the demand the phone room generated; their
coordination of the promotional campaign; and their plan to share the profits from their Odyssey
stock sales.
6. Using these deceptive tactics, Di Carlo’s phone room convinced unwitting
investors to purchase thousands of shares of Odyssey stock.  The volume of trading (i.e., the total
number of shares being traded), however, failed to meet the expectations of Nicosia, Reininger,
Abujudeh, and Touchard.  So they fired Di Carlo and hired an individual whom they believed ran
a different phone room based in Colombia that was capable of convincing investors to purchase

4
 
hundreds of thousands of shares per week.  Touchard introduced Abujudeh to the individual
supposedly running the Colombian phone room.  Abujudeh and defendants Nicosia, Reininger,
and Touchard were unaware, however, that the individual they were attempting to hire was, in
fact, a cooperating witness (“CW”) who was working undercover on behalf of the Federal
Bureau of Investigation (“FBI”).  The CW recorded numerous phone calls and captured
numerous encrypted text communications with Touchard and Abujudeh.  On behalf of himself,
Nicosia, and Reininger, Abujudeh agreed to pay the CW a 35 percent commission on Odyssey
purchases that the CW generated through his phone room.
7. Ultimately, Nicosia, Reininger, Abujudeh, and Touchard were unable to hire the
CW because neither the CW nor the FBI was actually running a phone room to promote penny
stocks.  So Nicosia, Reininger, and Abujudeh instead funded and controlled an email and web-
based promotional campaign (a “digital” promotional campaign) touting Odyssey stock to
investors.
8. Their digital campaign, like their phone room, was part of their deceptive scheme
to sell Odyssey shares.  The digital promotions carried various disclaimers, but failed to disclose
material information, just as the phone room had done.
9. The deceptive phone and digital promotional campaigns were successful.  In all,
Nicosia, Reininger, and Abujudeh generated approximately $2.6 million in illicit proceeds by
selling Odyssey stock through Abujudeh to investors during the promotional campaigns.
Abujudeh distributed proceeds from those sales to himself and each of the Defendants.
10. Nicosia and Reininger’s scheme to sell shares of Scepter and CannaPharmaRx
operated in a similar manner.  As to Scepter, Nicosia, Reininger, and Abujudeh controlled over
60 percent of Scepter’s total outstanding shares and over 87 percent of Scepter’s float.  Nicosia

5
 
also regularly advised Scepter’s chief executive officer about business development and
corporate matters.  Nicosia, Reininger, and Abujudeh were therefore affiliates of Scepter.
Nicosia and Reininger arranged for Abujudeh to acquire Scepter shares and, by using Abujudeh
as an intermediary, they sold shares into the market through Abujudeh without registering those
sales or complying with legally mandated sale limitations, all while concealing from prospective
purchasers that Scepter’s stock was being sold, in bulk, by people who controlled the company.
To generate demand for their shares, Nicosia, Reininger, and Abujudeh secretly funded a digital
promotional campaign touting Scepter’s stock, and they sold their shares through Abujudeh into
that artificially generated demand.  The digital campaign was similar to the digital campaign
touting Odyssey shares, described above.  The digital campaign touted Scepter without revealing
that people who controlled the company were funding the campaign and dumping their shares
into the demand it generated.  Abujudeh, Reininger, and Nicosia agreed to split the profits on
approximately $3.2 million in gross sales of Scepter shares.
11. For CannaPharmaRx shares, the scheme operated in a similar way, except that
Nicosia and Abujudeh agreed to split the profits between themselves, leaving Reininger out of
the deal.  Nicosia was a CannaPharmaRx board member and the company’s largest shareholder.
He arranged for Abujudeh to purchase 3,125,000 CannaPharmaRx shares from a third party
affiliated with CannaPharmRx’s CEO.  Through Abujudeh, Nicosia controlled the vast majority
of the CannaPharmaRx float.  By arranging for Abujudeh to acquire these shares and sell them
on Nicosia’s behalf, Nicosia profited from the sale of $3.3 million worth of CannaPharmaRx
shares, again without registering the sales or complying with legally mandated sale limitations.
To generate demand for these shares, Nicosia and Abujudeh funded yet another deceptive digital
campaign like those described above that touted CannaPharmaRx stock while concealing from

6
 
investors the fact that an individual who controlled the company was dumping shares into a
promotion he was funding.
12. At the time that Abujudeh sold Odyssey, Scepter, and CannaPharmaRx stock on
behalf of himself, Reininger, and/or Nicosia, there was no registration statement for those sales
on file with the Commission or in effect as to those transactions, as required by the relevant
securities laws described herein.  No exemption from the registration requirement applied.
VIOLATIONS
13. As a result of the conduct alleged herein, Nicosia, Reininger, Di Carlo, and
Touchard, violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1)
and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §77q(a)(1), (3)], Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)] and Rules
10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a), (c)].
14. In addition, as a result of the conduct alleged herein, Nicosia and Reininger
violated, and unless restrained and enjoined, will continue to violate Sections 5(a) and 5(c) of the
Securities Act [15 U.S.C. §§77e(a), (c)].
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
15. The Commission seeks a permanent injunction against the Defendants, enjoining
them from engaging in transactions, acts, practices, and courses of business of the type alleged in
this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest; civil penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. §77t(d)] and/or Section 21(d)(3) of the Exchange Act [15 U.S.C.
§78u(d)(3)]; an order barring the Defendants from participating in any offering of a penny stock,
pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or 21(d) of the Exchange

7
 
Act [15 U.S.C. §78u(d)]; an order prohibiting defendants Nicosia and Reininger 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.SC. § 78o(d)]; and such other relief as the Court may deem
appropriate.
JURISDICTION AND VENUE
16. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. §77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§78u(d), 78u(e), and 78aa].
17. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§77v(a)] and Section 27 of the Exchange Act [15 U.S.C. §78aa].  Certain of the acts, practices,
transactions and courses of business alleged in this Complaint occurred within the Eastern
District of New York, and were effected, directly or indirectly, by making use of means or
instrumentalities of transportation or communication in interstate commerce, or the mails.  For
example, several individuals residing in the Eastern District of New York purchased Odyssey,
Scepter, and CannaPharmaRx stock during deceptive promotional campaigns conducted during
the Relevant Period.  In addition, Abujudeh, on behalf of himself, Reininger, and Nicosia, made
payments to an entity located in the Eastern District of New York in furtherance of their scheme.
DEFENDANTS
18. Matthew Nicosia, age 48, is a Utah resident.
19. William “Rocky” Reininger, age 53, is a California resident.
20. Fabrizio Di Carlo, age 46, is a Canadian citizen who resides in Quebec.
21. Ronald Touchard, age 63, is a California resident.

8
 
RELATED INDIVIDUALS AND ENTITIES
22. Charlie Abujudeh, age 48, is California resident.  The Commission sued
Abujudeh for his role in the violations of securities laws described herein.  See SEC v. Charlie
Abujudeh, 21-cv-04110-PKC (E.D.N.Y. 2021).  In a parallel criminal case, Abujudeh pleaded
guilty to one count of conspiracy to commit securities fraud in violation of 18 U.S.C. §371 for
his role in the promotion and sale of Odyssey stock.  See United States v. Charlie Zaki Abujudeh,
22-cr-00161 (E.D.N.Y. 2022).
23. Investor 1, age 51, is a California resident.  Stock promoters hired directly or
indirectly by Nicosia, Reininger, Abujudeh, Touchard, and Di Carlo used deceptive tactics to
persuade Investor 1 to buy Odyssey shares.
24. Investor 2, age 62, is an Oklahoma resident.  Stock promoters hired directly or
indirectly by Nicosia, Reininger, Abujudeh, Touchard, and Di Carlo used deceptive tactics to
persuade Investor 2 to buy Odyssey shares.
25. Odyssey Group International, Inc. describes itself as being primarily “in the
business of surgical & medical instruments & apparatus” and in the “development and
acquisition of medical products and health related technologies.”  Odyssey (stock ticker symbol:
ODYY) trades on OTC Link (previously, the “Pink Sheets”), operated by OTC Markets Group,
Inc.  Odyssey was incorporated in Nevada in 2014, and has executive offices in Irvine,
California.
26. Scepter Holdings, Inc., describes itself as managing “the sales and brand
development of high-performance consumer packaged goods.”  Scepter (stock ticker symbol:
BRZL) trades on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive
offices in Las Vegas, Nevada.

9
 
27. CannaPharmaRx, Inc., describes itself as an “early-stage pharmaceutical company
whose purpose is to advance cannabinoid research and discovery using proprietary formulation
and drug delivery technology currently in development.”  CannaPharmaRx (stock ticker symbol:
CPMD) trades on OTC Link.  CannaPharmaRx was incorporated in Colorado in 1998 under
another name and was eventually re-domiciled in Delaware in 2010, and has executive offices in
Calgary, Alberta, Canada.
BACKGROUND
28. Before selling stock, persons who control the stock of public companies (“control
persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5
of the Securities Act [15 U.S.C. §77e]; (b) sell the stock pursuant to an applicable exemption
from registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [17
C.F.R. §240.144], including limitations on the amount of stock a control person can legally
sell.  Such registration requirements, sale restrictions, and disclosure obligations are safeguards
designed to inform investors about the nature of the stock they are holding or considering
buying, and about those from whom they would be buying that stock.
29. An “affiliate” of a publicly traded company (also known as an “issuer”) is a
person or entity that, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such issuer (i.e. a control person).  “Control”
means the power to direct management and policies of the company in question.  Affiliates
include officers, directors and controlling shareholders, as well as any person who is “under
common control” with, or has common control of, an issuer.  Absent registration of the stock,
affiliates are only permitted to sell a small percentage of the outstanding shares of a stock
according to SEC Rule 144 [17 C.F.R. §230.144].  A group of individuals and/or entities acting

10
 
in concert may collectively be an “affiliate” of an issuer.
30. “Restricted stock” is stock of an issuer that is acquired from an issuer, or an
affiliate of the issuer, in a private transaction that is not registered with the Commission.  Absent
an exemption under the federal securities laws and rules, restricted stock cannot legally be
offered or sold to the public unless a securities registration statement has been filed with the
Commission (for an offer) or is in effect (for a sale).  Such registration statements are submitted
and filed with the Commission on Form S-1 and are often referred to as “S-1 registration
statements.”  The S-1 registration statement contains important information about an issuer’s
business operations, financial condition, results of operation, risk factors, and management.
31. “Unrestricted stock” is stock that may legally be offered and sold in the public
marketplace by a non-affiliate, ordinarily having previously been subject to a registration
statement filed with the Commission.  Registration statements are transaction specific, however,
and apply to each separate offer and sale as detailed in the registration statement.  Registration
does not attach to the security itself, and registration at one stage for one party does not
necessarily suffice to register subsequent offers and sales by the same or different parties.  Thus,
when a control person buys publicly-traded or otherwise unrestricted shares in the company that
person controls, those shares automatically become subject to the legal restrictions on sales by an
affiliate, which strictly limit the quantity of shares that may be sold in the public markets absent
registration.  Without registration, affiliates are prohibited from selling large quantities of an
issuer’s shares, regardless of how the affiliates obtained those shares.
32. The Over-the-Counter (“OTC”) Markets is a stock quotation service that
facilitates public trading of shares in public companies that are not otherwise listed on national
securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that

11
 
do not have an obligation to file reports with the Commission may, nonetheless, choose to file
public reports (such as quarterly and annual statements and other periodic disclosures) on the
OTC Markets website for investors to review and consider when making investment decisions.
33. A “beneficial owner” of a security is any person who, directly or indirectly,
through any contract arrangement, understanding, relationship, or otherwise, has or shares
investment power, which includes the power to dispose, or to direct the disposition of, such
security.
34. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule
3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most
stocks that do not trade on a national securities exchange, that trade under $5 per share, and
whose issuers do not meet certain thresholds of tangible assets or revenue.  The securities of
Odyssey, Scepter, and CannaPharmaRx were penny stocks during the Relevant Period.
35. A company is considered “public” when its securities trade on established
markets and the company discloses certain business and financial information regularly to the
investing public.
THE FRAUDULENT SCHEMES

Example 1:  Odyssey
36. Odyssey was incorporated in Nevada in March 2014 and operated as a publicly
traded company during the Relevant Period.
37. In the summer of 2019, Nicosia, Reininger, and Abujudeh agreed that Abujudeh,
through his entity, Intermarket Associates LLC (“Intermarket”), would purchase 2.5 million
shares of Odyssey stock for $100,000.  Nicosia arranged for Abujudeh to purchase the shares
from a California company purportedly run by one of Nicosia’s business associates.  The three

12
 
further agreed to fund various stock promotional campaigns to generate enough demand for
Abujudeh to sell the 2.5 million shares, and to split the profits with half going to Abujudeh, and
half going to Nicosia and Reininger collectively.
38. Nicosia, Reininger, and Abujudeh were affiliates of Odyssey.  They were
significant shareholders, collectively owning at least 17 percent of the outstanding shares at the
start of their stock promotion, and, significantly, 98 percent of the shares that were deposited and
available for public trading—i.e., 98 percent of the Odyssey float.  Nicosia and Reininger were
both involved in the management and operations of Odyssey and communicated directly with
Odyssey’s CEO (whom they recruited and interviewed for the position) about the company’s
operations and financial condition.  Moreover, Odyssey relied on Nicosia to fund aspects of
Odyssey’s operations through a separate company Nicosia controlled.  Reininger responded to
investor inquiries by phone on behalf of Odyssey and held himself out as one of the company’s
founders.   Nicosia, Reininger, and Abujudeh are collectively referred to herein as the “Odyssey
Control Group.”
39. Nicosia and Reininger initially tasked Abujudeh with hiring a phone room (as
opposed to digital marketers) to promote Odyssey to investors.  Abujudeh hired stock promoters
described herein on behalf of the Odyssey Control Group and apprised Reininger and Nicosia of
his efforts and the status of the promotion and its associated costs, along with profits from
Odyssey share sales, via in-person meetings, telephone calls, encrypted messaging applications,
and in limited circumstances email.  Nicosia and Reininger caused Odyssey to issue periodic
press releases to support their promotional campaign.

13
 
The Odyssey Control Group Hired Di Carlo to Run a Deceptive Telephone
Promotional Campaign

40. The Odyssey Control Group sought to hire a stock promoter who could generate
trading volume to support the rapid liquidation of 2.5 million shares at somewhere between
$2.50 and $3 per share.  In the 30 months preceding the Odyssey Control Group’s promotional
campaigns, Odyssey shares were traded on just 25 days; on those 25 days, the trading volume
averaged just 351 shares per day, with a weighted average closing price of less than one dollar
per share.
41. Touchard, a long-time associate of Abujudeh, identified a candidate for the task—
Di Carlo—and introduced him to Abujudeh.  After meeting Touchard and Di Carlo in person,
Abujudeh hired Di Carlo on behalf of the Odyssey Control Group.  The Odyssey Control Group
agreed to pay Di Carlo approximately 30 percent of the proceeds from Odyssey share purchases
that Di Carlo’s phone room generated; Touchard received approximately 5 percent of the
proceeds generated on these share purchases—a sum he split with a business partner also
involved in the recruitment of Di Carlo.
42. Di Carlo hired others to conduct the investor solicitations and oversaw their work.
For example, when Abujudeh informed Di Carlo in a recorded call that Di Carlo’s phone room
was claiming commissions on stock sales that it did not generate, Di Carlo stated, “I was
blindsided . . . I called everybody immediately.  I called them into my private office
immediately. . . . And I’ve been ripping heads for the last three hours.”
43. Di Carlo, through Abujudeh, asked that Odyssey put out press releases to assist
with the promotional campaign.  Abujudeh passed the request to Nicosia and Reininger who
agreed.  Between January 15, 2020 and February 10, 2020, Odyssey issued four press releases.

14
 
44. Di Carlo understood who his solicitors were contacting and the methods they used
to pitch Odyssey to prospective purchasers.  When Touchard expressed concern that Di Carlo’s
use of an auto dialer could “get the company a skull and cross bones” on OTC Markets (i.e., a
“caveat emptor” warning to prospective investors about a company’s securities), Di Carlo
explained, “It’s manual dial.  It’s not an auto dialer.  And we’re working off the list one by one.
‘Cuz auto dialer is like [expletive] robocall, and that [expletive] doesn’t work and we don’t do
that.”
45. Moreover, Di Carlo personally solicited some prospective purchasers himself.
For example, when discussing a list of sales leads he received that he described as “complete,
utter, and total [expletive],” Di Carlo explained, “I personally tested 100 of them.  I was getting
18 year olds – teenage girls and fathers that were like, asking why I was calling their daughters.”
46.  Di Carlo and his stock promoters cold called potential investors and claimed they
worked for an entity called “Investor’s Quarterly” (“IQ”), and employed high-pressure,
deceptive sales tactics, as described herein.  Among the victims of these deceptive tactics were
two individuals described below:  Investor 1 and Investor 2.
47. Investor 1 was not a sophisticated investor and had never invested in penny stocks
before investing in Odyssey.  Investor 1 instead invested primarily in diversified mutual funds
through his 401(k) retirement account, which was held at a large broker-dealer affiliated with
one of the largest mutual fund companies in the world.  In late January 2020, an individual
purporting to be from IQ contacted Investor 1 multiple times by phone, touting Odyssey as a
good investment.  In one of the calls, the caller claiming to be an IQ representative was joined by
another individual who falsely claimed that he worked for the broker-dealer where Investor 1
held his retirement investments.  These two individuals convinced Investor 1 to roll over his

15
 
company-directed 401(k) account into a self-directed IRA brokerage account; sell his shares of a
diversified retirement fund (worth about $130,000 at the time); and purchase Odyssey shares
with the proceeds.  These individuals were part of Di Carlo’s phone room that was promoting
Odyssey on behalf of the Odyssey Control Group.
48. The callers who identified themselves as IQ representatives continued to
communicate with Investor 1 about Odyssey shares by phone, text messages, and email from late
January through March 2020.  On January 30, 2020, one of the IQ representatives convinced
Investor 1 to make his first four purchases of Odyssey stock, totaling 8,000 shares for $16,290.
Investor 1 accounted for 97 percent of the trading in Odyssey’s stock that day.  Di Carlo’s phone
room told Investor 1 over the phone that he would likely grow his retirement savings over the
next four months to about a quarter million dollars.
49. Over the next few weeks, Di Carlo’s phone room instructed Investor 1 precisely
when and at what price to bid on Odyssey shares using his online brokerage account, funded by
liquidating his retirement savings.  The IQ representatives pressured Investor 1 to be available at
all times to execute Odyssey trades and instructed Investor 1 to make bids at specific, escalating
prices over time.
50. From January 30 through February 20, 2020, Investor 1 bought approximately
61,800 Odyssey shares for approximately $126,000.  Nearly every Odyssey share that Investor 1
bought was sold into the market by the Odyssey Control Group, through Abujudeh and his
company, Intermarket.
51. By mid-February 2020, Investor 1 was becoming concerned about Odyssey’s
performance and was having difficulty reaching his contacts at IQ.  So Investor 1 contacted
Odyssey directly by phone.  Reininger returned Investor 1’s call on behalf of Odyssey on

16
 
February 18, 2020, leaving a voicemail in which he stated he was a founder of Odyssey and was
returning Investor 1’s call because the CEO was out of the country.  Investor 1 eventually spoke
by phone several times with Reininger, who denied knowing the IQ representatives and provided
general information about Odyssey and the fluctuation of its stock price.  Investor 1 lost
approximately $39,533 from his Odyssey investment.
52. Di Carlo’s phone room, still identifying themselves as representatives of IQ,
solicited another individual, Investor 2, to purchase Odyssey stock in January 2020.  On or about
January 27, 2020, one of Di Carlo’s stock promoters placed an unsolicited phone call to Investor
2, during which he told Investor 2 that Odyssey was a great investment opportunity and that
Investor 2 needed to invest quickly.  Investor 2 was not familiar with Odyssey, nor had he ever
invested in a penny stock.  Also on January 27, 2020, IQ sent an email to Investor 2 that stated in
part:  “We believe the shares of ODYY [the stock ticker symbol for Odyssey] will double in
value prior to the end of the calendar year.”
53. Beginning on January 28, 2020, Investor 2 followed IQ’s recommendation and
used a portion of his retirement savings to purchase Odyssey stock on four separate dates, buying
a total of 6,000 shares.  Investor 2 acquired those shares at prices between $2.02 and $2.19 per
share.
54. On January 30, 2020, IQ sent an email to Investor 2 that stated in part:  “[L]et me
know how many shares of ODYY you were able to pick-up today, and at what price.  Its [sic]
important that we track how many shares are purchased based on our recommendation because it
impacts our selling strategy as well.”  IQ emailed again on February 12, 2020 about tracking
Investor 2’s purchases because “our sell recommendation is at least partially predicated on the
number of shares we believe will be liquidated when we do provide said recommendation.”  IQ

17
 
did not inform Investor 2 that the Odyssey Control Group was paying commissions on all
Odyssey purchases that IQ generated or that IQ was tracking investors’ purchases to ensure those
commissions were paid.
55. When Investor 2 later tried to contact IQ with concerns about Odyssey’s declining
stock price, IQ did not respond.  Investor 2 sold all of his shares on May 26, 2020, sustaining a
loss of approximately $7,217.
56. Di Carlo’s stock promotors never told Investor 1 or Investor 2 that they were
hired by Odyssey insiders who controlled the company (the Odyssey Control Group); that the
Odyssey Control Group controlled nearly all of the shares that could be publicly traded; that the
Odyssey Control Group was selling their Odyssey shares into the promotion and splitting the
profits; and that the Odyssey Control Group was paying them 30 percent commission on every
share they sold through the promoters.
57. The Odyssey Control Group, Di Carlo and Touchard, knew, or were reckless in
not knowing, that the stock promoters that they directly and indirectly hired did not disclose this
material information to prospective investors.  The Odyssey Control Group, Di Carlo, and
Touchard further knew or were reckless in not knowing that the stock promoters that they
directly and indirectly hired would employ additional deceptive means, including the high-
pressure sales pitches and price manipulation tactics as described above to convince investors to
purchase Odyssey shares and to manipulate the market for those shares.
58. Abujudeh transferred by wire portions of the proceeds generated by Di Carlo’s
phone room to a bank account for which Di Carlo was the sole authorized signatory in the name
of a company for which Di Carlo is the sole corporate officer identified in public records, on the
dates and in the amounts shown in the chart below:

19
 
we’re at, Fabrizio.  We’re at where the rubber meets the road. . . .  Charlie’s getting pressure.  I
got a lot of money in and out of these deals.  And ... I need to recoup.  So . . . we’re going to
have to roll with you until Friday, big dog.  And then we got to unleash you.  . . .  We just don’t
have any more time.”
63. Di Carlo assured Abujudeh, Touchard, and Touchard’s business partner that he
would increase the Odyssey trading volume.  “All I need is a call with Charlie [Abujudeh] in
about two hours . . . just to plan out the press release like we had spoken about. . . . Our guys
have got it already structured.  And then watch what is going to happen in the next few days.”
The volume Di Carlo generated “in the next few days” did not satisfy the Odyssey Control
Group or Touchard.  They fired Di Carlo.
64. With Reininger and Nicosia still calling on Abujudeh to use a phone room instead
of digital promotions, Touchard and his business partner unwittingly introduced Abujudeh to a
CW working for the FBI who claimed to run a phone room in Colombia capable of generating
millions of dollars per month in penny stock sales.
65. Acting at the direction of the FBI, the CW, who recorded phone conversations
with the various parties, told Abujudeh that he ran a stock promotion phone room in Medellín,
Colombia that could generate up to $3.5 million per month in stock purchases, depending on the
penny stock at issue.  Abujudeh and Touchard offered the Odyssey promotional campaign to the
CW on February 26, 2020.  With Abujudeh on the phone, Touchard told the CW:  “I’m here with
Charlie [Abujudeh].  And basically, long story short, ODYY [the ticker symbol for Odyssey] is
available if you can start quick.  Just fired the other phone line that was on it.  And Charlie’s
built landing pages.  Everything’s ready to go.”  Di Carlo’s IQ was, in Touchard’s words, “the

20
 
other phone line” that was promoting Odyssey.  “Landing pages” refers to promotional websites
to which stock promoters can refer potential stock purchasers, either by phone or email.
66. The Odyssey Control Group and Touchard all agreed to pay the CW a 35 percent
commission on Odyssey stock purchases from Abujudeh that the CW’s phone room generated.
Abujudeh expected the CW to generate purchases of 100,000 shares in the first week the phone
room operated, and hundreds of thousands of shares per week thereafter.  Abujudeh further
required the CW to generate purchases of at least 40,000 Odyssey shares per day (200,000 shares
per week).  In contrast, from the first public trade of Odyssey shares in 2017 until the time
Odyssey hired IQ (about 30 months), the total volume of odyssey trading was 8,765 shares—far
less than Abujudeh, Touchard, and the Odyssey Control Group hired the CW to generate in a
single day.
67. Over the course of several conversations and encrypted text messages from
January 29 through March 11, 2020, Abujudeh and Touchard, on behalf of the Odyssey Control
Group, continued to discuss with the CW and others how the fraud scheme would operate.
Control of the Odyssey Float
68. First, Nicosia, Reininger, Touchard, and Abujudeh understood that it was
essential for the Odyssey Control Group to control the Odyssey float at the outset of the
promotion.  Otherwise, third parties could sell into their promotion, depressing share prices,
undercutting their profits, and otherwise benefiting from the inflated demand that their
promotion would generate.  Indeed, control of the float was the linchpin of their scheme.  And
Nicosia and Reininger specifically assured Abujudeh that no other Odyssey shareholders would
deposit shares and sell into the promotion for these very reasons.  And Abujudeh and Touchard,
in turn, assured the CW that the group controlled the Odyssey float multiple times, including on

21
 
February 11, 2020.  In a recorded call that day, the CW noted that according to information
publicly available on OTC Markets, the Odyssey float was approximately 15 million shares.  But
Abujudeh corrected him:  “No there’s not.  . . . [T]here’s nothing outside our control.  There are
probably 100,000 shares max.”  The Odyssey Control Group and Touchard understood that their
nearly 2.5 million Odyssey shares constituted almost all of the shares that were deposited (or
would likely be deposited during the promotional campaign) and available for public trading.
The Odyssey Control Group’s Scheme To Manipulate Trading Volume and Share
Price Through  Deceptive Promotion and Control of the Float

69. The Odyssey Control Group understood that by hiring the CW, they would be
able not only to generate demand for Odyssey shares through deceptive sales pitches, but also to
convince Odyssey investors to hold their shares, and thereby support Odyssey’s share price,
while they dumped their shares into the market.
70. The Odyssey Control Group recognized that as they sold shares into the
promotion, the individuals who bought their shares could re-sell them, potentially depressing the
stock price and/or earning profits that they would have otherwise captured.  Abujudeh discussed
this concern with the CW.  The CW reassured Abujudeh that although some investors would
inevitably sell early, he intended to “pitch” Odyssey as a longer-term investment so that his
investors would hold onto the stock.
71. The Odyssey Control Group and Touchard understood that the CW would not
reveal that the Odyssey Control Group was funding the promotion and simultaneously dumping
its stock, which constituted nearly the entire supply of Odyssey shares.  In fact, Abujudeh, on
behalf of the Odyssey Control Group, agreed that commission payments for the phone room
sales would be routed through a third party that did not own Odyssey shares to conceal the
Odyssey Control Group’s involvement.  Abujudeh, on behalf of the Odyssey Control Group,

22
 
further agreed that they would sign what the CW described as “something like a retainer
agreement for marketing services or something stupid like that.”
72. Over the course of several recorded conversations with the CW, Abujudeh and
Touchard made clear that they were working on behalf of a group that included Odyssey insiders
who controlled the company and were coordinating the Odyssey stock promotion with those
individuals.
73. On February 11, 2020, for example, Abujudeh and Touchard confirmed their
advance notice of Odyssey press releases:
CW But let me ask you guys a question.  How, how tight are you
guys with ODYY?  If we need some news or need a PR [press
release] or something like that, can we get it out?
Abujudeh [inaudible] We’ve got news tomorrow. [inaudible] . . . [To
Touchard, referring to prior promoter:] . . . he’s required three
news releases so far.  The company can’t just keep making up
shit.
Touchard Yeah, no we’re tight with the company.  Good relationship with
the company.
CW Okay, cool.  Just, yeah, you just want to make sure the CEO is
not, like, against us, you know what I’m saying? If we need a
news article or we need, you know, something to, to help us if
we get stuck, it’s sometimes nice to –
Abujudeh There, there was recent news on it and there’s news going to be
on it tomorrow.
When Touchard stated that he and Abujudeh were “tight with the company,” he was referring to
his and Abujudeh’s relationship with Nicosia and Reininger.
74. On March 9, 2020, Touchard called the CW to provide “just a little more
background” about Abujudeh’s relationship with Odyssey and the Odyssey Control Group.
Touchard stated that the “relationship with corporate . . . is a little bit strained because of false
promises of different IR [investor relations] groups” that were previously involved in promoting
Odyssey’s stock.  Touchard further conveyed that Odyssey’s management (which he described

23
 
as “the corporate end” and included Nicosia and Reininger) was frustrated by the lack of trading
volume generated from their promotion of Odyssey involving prior news releases, and noted that
the prior promoters had misled Abujudeh and Touchard about their ability to generate trading
volume from company news.
75. In a March 11, 2020, recorded call with Touchard, the CW said that Abujudeh
had unrealistic expectations of sustaining a phone campaign that would keep a share price well
above $2 per share while dumping millions of shares.  Touchard explained the Odyssey Control
Group’s desire to maintain a higher share price:
ODYY [the ticker symbol for Odyssey] has been going on for—
[expletive], we’ve been involved for two months and he [Abujudeh]
probably – he’s had it for four months probably. . . . and the problem is
he’s got a company that’s expecting a million bucks four months ago.
And they’re calling him every day:  “Where’s my million bucks?”  He’s
got pressure, pressure, pressure and the problem is he puts that pressure on
me and he puts that pressure on you.  So I try to find solutions for him.
Right?  So, if you’re not going – $100,000 a day, he [Abujudeh] calls me:
“Why is [the CW] not doing $100,000 a day?  You said he was a great guy
and could do miracles and all this stuff.”  I’m like:  “What the
[expletive]?”  You know what I mean?

Odyssey Control Group’s Digital Promotion of Odyssey
76. The Odyssey Control Group and Touchard were, of course, unable to hire the CW
to run a promotional call center because the CW was working at the direction of the FBI.  So the
Odyssey Control Group instead funded and controlled a digital campaign that promoted Odyssey
stock to potential investors through ads displayed on websites (“display ads”) and dozens of
newsletters directing investors to at least one website touting Odyssey.  The digital promotions
ran from March through early July 2020.
77. The Odyssey Control Group used Abujudeh’s company, Intermarket, to pay for
its digital promotional campaign.  For example, between June 5 and July 6, 2020, Intermarket

24
 
made four wire transfer payments totaling $430,000 to a Florida company for “Marketing
ODYY.”  This company (the “Florida Promoter”) acted as both a stock promoter and a broker
for stock promoters.  Thus, the Florida Promoter not only distributed Odyssey promotion
materials to its own lists of potential investors, but also operated as a pass-through entity, and
accordingly used a portion of the $430,000 to pay a New York company for “Marketing
Awareness Services for Odyssey Group Intl Inc,” according to billing records.  Because of this
layering, in promotional materials they disseminated, the New York company (and others)
identified the Florida Promoter, rather than the members of the Odyssey Control Group or
entities that group owned, as the party that funded the promotion.
78. The Odyssey Control Group generally approved the content of promotional
materials.  For example, on February 14, 2020, Abujudeh received an email stating, “Hi Charlie,
I’ve attached your landing page [for Odyssey]. Please have all of the content checked for
accuracy and let me know if you would like anything changed. Once I have your approval I’ll get
started on emails.”  Abujudeh, who knew little about the company, sent the promotion content
(without any description of who was paying for the promotion) to Nicosia for review and
approval.  Nicosia, in turn, sought and obtained the Odyssey CEO’s approval of the landing page
(i.e., website) content.
79. The landing page described above was hosted at the domain dearwallstreet.com,
and various promotional materials used during the campaign included links directing investors to
this website.  The landing page claimed that Odyssey stock was a “Way to Capitalize On The
Trillion Dollar Healthcare Sector.”  (Emphasis original).  The landing page further described
Odyssey as being “in a prime position to potentially dominate the market” for medical devices in
the United States, with “heart monitoring and screening” technology that is “well poised to take

25
 
the market by storm.”  The page also described Odyssey’s partnership with a biopharmaceutical
company that “could quite possibly facilitate the release of the FIRST EVER concussion
treatment drug.  Which would be an IMMENSE feat in an untouched market.”  Odyssey’s
personal anti-choking device was described as being potentially “AS BIG AS THE BABY
MONITOR.” (Emphasis original).  Around the same time that the Odyssey Control Group was
launching this landing page touting Odyssey’s prospects, the Odyssey CEO emailed Nicosia:
“Matt, ODYSSEY is out of money,” and sought to have one of Nicosia’s companies pay an
auditor who would not perform any further work until an old bill was paid.
80. Once the landing page was launched, it also contained a disclaimer with the
following statement regarding compensation for the promotion:
Pursuant to an agreement between Quantum Capital and
DearWallstreet.com, we were hired to publicly disseminate
information about (( ODYY )) including on the Website and other
media including Facebook and Twitter. We were paid up to $300k
in cash from Quantum Capital. We own zero shares of (( ODYY ))
which we purchased in the open market.  We may buy or sell
additional shares of (( ODYY )) in the open market at any time,
including before, during or after the Website and Information,
provide public dissemination of favorable Information.
The Odyssey Control Group knew or was reckless in not knowing that this information it was
disseminating through its hired promotors was false and misleading, and/or omitted material
information it was obligated to disclose.  First, this landing page, like many of the promotional
materials they funded, stated that “Quantum Capital” funded the promotion and/or hired the
promoters.  This was false.  The Odyssey Control Group paid for the promotion through
Intermarket, and controlled the content of the promotion.  “Quantum Capital” did not pay for the
promotion.
81. Moreover, the disclaimer omitted the material information that the Odyssey
Control Group that funded the promotion were Odyssey insiders involved in management of the

26
 
company, controlled the vast majority of the Odyssey shares available for trading, and that the
Odyssey Control Group, through Abujudeh and Intermarket, intended to sell—and was in fact
selling—those shares during the promotion they funded.  The Odyssey Control Group knowingly
or recklessly concealed this information from the investing public.
82. Between March 26, 2020 and July 6, 2020, the Odyssey Control Group funded
more than forty different emails touting Odyssey that were sent to thousands of potential
investors.  Despite having sold Odyssey stock on a majority of trading days in February 2020,
while Investor 1 was buying Odyssey stock, Abujudeh, through Intermarket, did not sell any
Odyssey shares from early March until March 25, 2020, the day before the email promotion
began.  On that day, Intermarket both bought and sold 500 shares of Odyssey stock in two
different transactions.  Intermarket bought 500 shares at $1.30 each, and sold 500 at $1.25 each,
losing a total of $25 on those two trades that day.  Notably, there was no other trading in
Odyssey stock that day; Abujudeh’s trades on behalf of the Odyssey Control Group created an
illusion of legitimate market activity in Odyssey stock ahead of promotional emails being sent to
unwitting retail investors.  On March 27, 2020, the day after the first promotional email was
distributed, Abujudeh sold 20,109 shares.
83. Emails funded by the Odyssey Control Group continued to promote Odyssey in
various ways for several months.  For example, on April 23, 2020, “Stock of the Week” sent out
an email, subject: “[Subscriber Name], this could be the Next Med-Tech Stock to Deliver
Massive Returns.”  The email text stated:  “There’s a Med-Tech Company on Wall Street
Going Quietly Undetected that is involved with several revolutionary medical devices that
could soon hit the market!”  (Emphasis original, hyperlink to landing page).  The email claimed
that the company’s devices were “cutting edge and game changing” and that “if Wall Street

27
 
learns about the devices this company has, it could lead to one of the biggest breakouts in the
healthcare arena this year!”  The email specifically touted the stock’s “super small trading
float.”  (Emphasis original).  The email did not name Odyssey, but contained text hyperlinks to
the above-described landing page:  “Hurry And Find Out More HERE Before Wall Street
Discovers This Undervalued Bargain!”  (Emphasis original, hyperlink to landing page).  The
email stated that it was paid for by a third party, but did not identify that party, let alone the fact
that the third party, the Odyssey Control Group, included company insiders, dominated the
market for Odyssey shares and intended to sell all of its holdings into the promotion.  Another
nearly identical email dated April 21, 2020, from “Market Profit Center” entirely failed to
disclose it was a paid promotion.
84. Another promotional email dated May 11, 2020, from “Pro Trader Elite” carried a
subject line: “Medtech is about to skyrocket.”  The body of the email contained the header “This
Could Be The Next BioTech Stock To Rally” (emphasis original) and included a link to the
Odyssey landing page.  The fine print disclaimer noted that the Florida Promoter had paid for the
promotion and that “a third party of [Pro Trader Elite] LLC may have shares and may liquidate.”
At this point, the Odyssey Control Group had already sold, through Abujudeh, over 330,000
shares into the promotion it funded, and purchased nearly 100.000 additional shares on thirteen
different days in order to artificially support the stock price during the promotion.  In the next
month alone, Abujudeh sold on behalf of the Odyssey Control Group nearly 600,000 more shares
into the promotion.
85. As described above, among the promotional emails that carried fine-print
disclaimers, the disclaimer content varied.  Some stated that the emails were part of a paid
campaign without accurately identifying the payer, or the payer’s role as a seller; others stated

28
 
that investors should assume the payer held Odyssey shares and intended to sell them.  But these
email disclaimers nonetheless provided inaccurate, incomplete, and misleading information.
86. On March 27, 2020, the day after the first Odyssey promotional email went out,
OTC Markets, the service that publicized trading data and quotations for Odyssey, emailed the
Odyssey CEO to indicate that a “Stock Promotion flag” was being placed on the company’s
profile page based on a current promotional campaign, and attached two sample promotional
emails.  Minutes later the Odyssey CEO forwarded that email, and attachments, to Nicosia.  Both
emails identified Quantum Capital as the party paying for the promotion and failed to identify
the relationship between the paying party and the Odyssey Control Group.  Nicosia told
Abujudeh to stop identifying Quantum as the paying party and to name a different entity instead.
87. When the Odyssey CEO inquired about the promotion, both Nicosia and
Reininger denied knowing anything about it.
88. Nicosia and Reininger knew or were reckless in not knowing that they were
company affiliates who were unable to sell Odyssey shares without registering those sales or
complying with legally mandated sales limitations.  They therefore engaged in a scheme to
defraud the investing public by secretly selling shares through an intermediary, Abujudeh,
knowing that they were evading their disclosure obligations and/or sales limitations as affiliates
of Odyssey.  To accomplish this scheme, they sponsored deceptive promotional campaigns that
hid from investors that they controlled Odyssey; that they controlled the vast majority of the
Odyssey float; that they funded and controlled the content of the promotions (in some instances
paying extraordinarily high commissions to incentivize sales); and that they were selling shares
through an intermediary into that promotion and splitting the profits among themselves.  Nicosia
and Reininger knew or were reckless in not knowing that the promotional campaigns they

30
 
Partners One, Inc., controlled by Nicosia.  The payments constituted proceeds from shares that
Abujudeh sold on behalf of the Odyssey Control Group.
91. Despite frequent phone calls between Reininger and Abujudeh during the course
of the Odyssey promotional campaign, Reininger denied knowing Abujudeh during a recorded
interview with Commission staff.  Reininger continued to communicate with Abujudeh after he
denied knowing him.  The Commission staff then issued a subpoena seeking documents from
Reininger’s company, Regal Growth Funding.  Nicosia called Abujudeh to inform him that
“Rocky” (i.e., Reininger) had received a subpoena, and the two discussed ways to conceal the
true purpose of the payments from Intermarket to Regal Growth Funding.  To accomplish this
goal, Nicosia and Reininger fabricated three agreements purporting to document Intermarket’s
purchase of blockchain tokens relating to Scepter from Regal Growth Funding.  But Intermarket
never made these purchases—the fabricated documents were intended to cover up Abujudeh’s
distribution of stock sale proceeds to Nicosia and Reininger.  Nicosia, who drafted the
agreements with Reininger, asked Abujudeh to sign the agreements.  Abujudeh did not sign
them.  But Reininger did sign them, and Regal Growth Funding produced the fabricated
documents to Commission staff.
The Odyssey Control Group’s Unregistered Offers and Sales of Odyssey Stock
92. Reininger and Nicosia were Odyssey affiliates by virtue of their substantial
Odyssey share holdings; their roles in the management, funding, and operations of the company;
and their control of the Odyssey stock float.  Abujudeh offered and sold Odyssey shares on
behalf of himself, Nicosia, and Reininger.
93. At the time that Abujudeh and the Odyssey Control Group offered and sold
Odyssey stock, there was no registration statement for those sales on file with the Commission or

31
 
in effect as to those transactions, as required by Section 5 of the Securities Act.  No exception
from the registration requirement applied.
Additional Publicly Traded Companies Dumped by Nicosia and Reininger
94. In addition to the stock of Odyssey, Reininger and/or Nicosia sold the stock of
other publicly traded companies, including Scepter and CannaPharmaRx, through Abujudeh
during deceptive promotional campaigns that they funded—promotions that were similar to their
digital promotion of Odyssey described above.
95. They did so while concealing that they were company affiliates who, among other
things, controlled the vast majority of the float in these securities and that they were selling their
holdings into their promotions.  They did so without registering the sales with the Commission
pursuant to Section 5 of the Securities Act.  No exception from the registration requirement
applied.
96. Abujudeh hired stock promoters described herein on behalf of Reininger and/or
Nicosia and regularly apprised them of his efforts and the status of the promotions and their
associated costs, along with share sales and associated profits, via in-person meetings, telephone
calls, encrypted messaging applications, and in limited circumstances email.
Example 2:  Scepter
97. In or around the spring of 2019, Nicosia and Reininger approached Abujudeh
regarding the potential promotion and sale of Scepter shares.
98. The three agreed that Abujudeh would acquire shares on behalf of the group,
promote the stock on behalf of the group, sell shares into the demand generated by the
promotion, and then split the profits, with half going to Reininger and Nicosia, and half going to
Abujudeh.

32
 
99. Abujudeh acquired Scepter shares in a transaction arranged by Nicosia.
Specifically, Nicosia arranged for Abujudeh to purchase the right to the issuance of unrestricted
Scepter shares via a court-approved settlement agreement pursuant to Section 3(a)(10) of the
Securities Act between Scepter and a Wyoming company.  At Nicosia’s direction, Abujudeh had
Scepter issue him purportedly unrestricted stock in several tranches of shares, beginning with
100,000,000 shares in or about August 2019.
100. After Abujudeh acquired and deposited his first tranche of Scepter shares,
Nicosia, Reininger, and Abujudeh, through entities they controlled, owned at least 61 percent of
the outstanding Scepter shares and approximately 91 percent of the Scepter float. In addition to
holding a significant stake in Scepter, Nicosia also advised the company’s Chairman of the
Board of Directors (an individual whom Nicosia recruited and who acted as the company’s
principal executive officer) regarding business development and other corporate matters.  For
these and other reasons, Nicosia, Reininger, and Abujudeh (by working with them and on their
behalf) were affiliates of Scepter.  Nicosia and Reininger knew or were reckless in not knowing
their status as Scepter affiliates and the attendant limitations on the sale of stock they controlled.
Because Abujudeh was acquiring and selling shares on behalf of Scepter affiliates, and was
himself a Scepter affiliate, the shares he deposited and ultimately sold were restricted and subject
to registration requirements or limitations on the timing and quantity of sales.
101. Nicosia and Reininger schemed with Abujudeh to defraud the market as well as
market intermediaries such as broker-dealers by secretly arranging for Abujudeh to acquire and
sell Scepter shares on their behalf without registering the sales or complying with legally
mandated sale limitations on Scepter affiliates.

33
 
102. In order to deposit the Scepter shares with a broker and eventually sell them,
Abujudeh stated in the broker’s due diligence questionnaire that: (1) he would not make a
payment to any company affiliate in connection with the sale of Scepter shares; (2) he had no
relationship with Scepter affiliates; and (3) he had no plan to promote or engage a third party to
promote Scepter shares.  These statements were false and misleading, and were made in
furtherance of the fraudulent scheme.
103. In order to accomplish their scheme, Nicosia, Reininger, and Abujudeh funded a
promotional campaign to generate demand for Scepter shares.
1
  The promotional campaign ran
from approximately February to August 2020, and included emails and landing pages, like the
ones Nicosia, Reininger, and Abujudeh funded for Odyssey.  For example, on March 3, 2020, an
email sent to potential investors stated at the top in blue bold letters, “BRZL [the stock ticker
symbol for Scepter] has shifted in a PARABOLIC state and a MASSIVE Short Squeeze
Opportunity could send share prices past $0.14 at any moment! Make sure you act fast!”
(Emphasis original).  The disclaimer at the bottom of this email stated, in relevant part:  “We do
not own any shares in BRZL. We have been compensated $35k cash via bank wire by a third
party, Quantum Capital, LLC, to conduct investor relations advertising and marketing for BRZL
. . . .  The third party, profiled company, or their affiliates likely wish to liquidate shares of the
profiled company at or near the time you receive this communication, which has the potential to
hurt share prices.”  This disclaimer was written in white text on a white background and is only
visible when manipulated, for example, by selecting the text, pasting it into a new document, and
                                                            
1
 At the outset of the campaign, Nicosia, Reininger and Abujudeh, through entities they controlled, still owned at
least 61 percent of the outstanding Scepter shares.  Their share of the float had dipped only slightly, to
approximately 87 percent, and Nicosia was still involved in Scepter’s business development and other corporate
matters.

34
 
changing its color.  Not only was the disclaimer inaccurate—Abujudeh had in fact been selling
shares into the promotion on behalf of himself, Reininger, and Nicosia and continued to do so—
it was essentially invisible to potential investors.
104. An April 30, 2020 mass email that Nicosia, Reininger, and Abujudeh funded
stated in part, “As I said, if you missed out on BRZL so far this week... DO NOT MISS IT
TODAY!”  The disclaimer stated:  “TheWolfofPennyStocks.com has been compensated
seventy-four thousand dollars cash via bank wire by a third party, [the Florida Promoter] for a
one week Scepter Holdings Inc. marketing Services contract. TheWolfofPennyStocks.com does
not own any shares of BRZL. TheWolfofPennyStocks.com does not investigate the background
of any third party.  The third party may have shares and may liquidate it, which may negatively
affect the stock price.”
105. Until at least June 16, 2021, Scepter had a landing page hosted at
http://dearwallstreet.com/ar/brzl/.  That landing page, along with the landing pages for Odyssey
and CannaPharmaRx were taken down at some point on or after June 16, 2021.  The Scepter
landing page bore the date February 26, 2020, and indicated it was sponsored by Quantum
Capital.  The landing page opened by stating, “With revenues and sales skyrocketing, Scepter
[] may soon become one of the most beloved stocks on Wall Street!”  (Emphasis original.)
The page touted a “recent endeavor with hand sanitizer and nose air filters” and highlights
increasing coronavirus cases concluding, “Scepter Holdings, Inc., (OTCPK: BRZL) may be
poised to see monstrous upside as the company is involved with products that could become
staples for many households across the nation!”  (Emphasis added.)
106. The Scepter landing page included a disclaimer stating “We were paid up to
$600,000 in cash from Quantum Capital. We own zero shares of ((BRZL)) which we purchased

35
 
in the open market.”  The disclaimer, like others, omitted material information that Nicosia,
Reininger, and Abujudeh were Scepter affiliates who owned the majority of the outstanding
company shares, the vast majority of the Scepter shares available for trading, and that they
intended to sell—and was in fact selling—those shares during the promotion they funded.  The
above-described April 30, 2020 email directing potential investors to that landing page suffers
the same material misstatements and omissions.
107. Nicosia and Reininger knew or were reckless in not knowing that the promotional
campaign they were funding with Abujudeh included emails and websites such as the ones
quoted above that omitted material facts that were required to be disclosed or were otherwise
deceptive.  In those promotional materials, Nicosia, Reininger, and Abujudeh concealed that they
were company affiliates; that they paid for and controlled the content of the promotion; that they
controlled the vast majority of the Scepter float; and that they were selling their Scepter stock
during the promotion.
108. Abujudeh sold approximately 150,886,948 Scepter shares on behalf of the group
for approximately $3.2 million in gross proceeds.  He shared the profits from these sales with
Nicosia and Reininger.
Example 3:  CannaPharmaRx
109. During the Relevant Period, Nicosia was a member of CannaPharmaRx’s Board
of Directors and, according to CannaPharmaRx, was the company’s largest shareholder,
controlling approximately 16.2 percent of the outstanding shares.
2
  Nicosia had also recruited the
                                                            
2
 As described in the company’s 2020 Form 10-K, Nicosia owned Series A Preferred shares that were each
convertible to 1,250 shares of common stock.  The company, for purposes of disclosing beneficial ownership of
directors, executive officers and other who owned more than 5 percent of the outstanding common stock, treated
these Preferred shares as having been converted to common stock, and disclosed Nicosia as the beneficial owner of
16.2 percent of the outstanding shares.

36
 
company’s CEO and worked closely with the CEO and others to manage the business.  For these
and other reasons, Nicosia was an affiliate of CannaPharmaRx.  Nicosia knew or was reckless in
not knowing his status as a CannaPharmaRx affiliate and the attendant limitations on the sale of
stock he controlled.
110. Nicosia schemed with Abujudeh to defraud the market by secretly arranging for
Abujudeh to acquire and sell CannaPharmaRx shares on his behalf without registering the sales
or complying with legally mandated sale limitations on CannaPharmaRx affiliates.  To effectuate
the scheme, he and Abujudeh conducted a deceptive digital promotional campaign to tout the
stock without informing investors that Nicosia controlled the company, that he was paying to
promote the stock, and that, through Abujudeh, he controlled the float and was dumping shares
into his promotion.
111. In or around the spring of 2020, Nicosia approached Abujudeh regarding the
potential promotion and sale of CannaPharmaRx shares.  Reininger was not included in the deal.
Nicosia arranged for Abujudeh to purchase 3,125,000 CannaPharmaRx shares from a third party
affiliated with CannaPharmRx’s CEO for $50,000.  Nicosia and Abujudeh agreed that Abujudeh
would promote the stock to the investing public while selling shares on behalf of himself and
Nicosia.  The two agreed to split profits from the sales.  Nicosia knew or was reckless in not
knowing that because he was an affiliate of CannaPharmaRx and Abujudeh had acquired the
shares on behalf of both himself and Nicosia, those shares were restricted shares, subject to
registration requirements or limitations on the timing and volume of sales.  To effectuate his
scheme to dump restricted shares into the market, Nicosia tasked Abujudeh with conducting
digital promotions of CannaPharmaRx shares.

37
 
112. The promotions Abujudeh and Nicosia funded for these stocks included emails
and landing pages, like the ones they funded for Odyssey.  Similarly, Abujudeh submitted the
content of these promotional materials to Nicosia for approval.  At Nicosia’s request,
CannaPharmaRx’s CEO approved the content (without any description of who was paying for
the promotion) of at least some of the promotional materials.
113. The stock promotion campaign that Nicosia and Abujudeh funded ran in August
and September 2020.  Around that time, Nicosia and Abujudeh together owned approximately 80
percent of the CannaPharmaRx float.
114. Nicosia and Abujudeh promoted CannaPharmaRx in emails like one that was sent
to potential investors on September 1, 2020, which stated in part, “Usually you can find a bounce
play with 20-30% upside. But . . . nearly 150% IMMEDIATE UPSIDE!?!  This is no joke!
And CPMD [the stock ticker symbol for CannaPharmRx] *already* Bounced 41% on Monday! .
. . So are you ready to ‘Catch the Bounce’ again today to potentially even greater highs?”
(Emphasis original.) The disclaimer on this email noted that the publisher had been compensated
$70,000 by a Kansas company, and noted only that a “third party may have shares and may
liquidate it, which may negatively affect the stock price.”  From August 28 to September 28,
2020, Intermarket sent the Kansas company three wire transfers totaling approximately $319,000
for “CPMD.”
115. CannaPharmaRx had a landing page hosted at http://dearwallstreet.com/ar/cpmd/.
The landing page bore the date July 2, 2020 and indicated it was sponsored by Quantum Capital.
The landing page referred to loosening of government regulations and strong demand for
cannabis, particularly in light of the coronavirus pandemic.  The page concluded

39
 
content of the promotion; that they controlled the vast majority of the CannaPharmaRx float; and
that they were selling their CannaPharmaRx stock during the promotion.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a)(1) and (3) of the Securities Act)

119. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if
fully set forth herein.
120. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx
was each a security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
121. By reason of the conduct described above, defendants Nicosia, Reininger, Di
Carlo, and Touchard, in connection with the offer or sale of securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, directly or indirectly, acting
intentionally, knowingly, recklessly or negligently (i) employed devices, schemes, or artifices to
defraud; and (ii) engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon any persons, including purchasers or sellers of the
securities.
122. By reason of the conduct described above, defendants Nicosia, Reininger,
Di Carlo, and Touchard violated Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1)
and (3)] and will continue to violate those sections unless enjoined.
SECOND CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and
Rules 10b-5(a) and (c) thereunder)

123. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if
fully set forth herein.

40
 
124. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx
was each a security under Section 3(a)(10) of the Exchange Act [15 U.S.C. §78c(a)(10)].
125. By reason of the conduct described above, defendants Nicosia, Reininger, Di
Carlo, and Touchard, directly or indirectly, in connection with the purchase or sale of securities,
by the use of the means or instrumentalities of interstate commerce or of the mails, or of any
facility of any national securities exchange, intentionally, knowingly or recklessly, (i) employed
devices, schemes, or artifices to defraud; and (ii) engaged in acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon any persons, including
purchasers or sellers of the securities.
126. By reason of the conduct described above, defendants Nicosia, Reininger,
Di Carlo, and Touchard violated Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rules 10b-
5(a) and (c) [17 C.F.R. §240.10b-5(a) and (c)] thereunder.
THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act)

127. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if
fully set forth herein.
128. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx
was each a security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
129. By reason of the conduct described above, defendants Nicosia and Reininger,
directly or indirectly:  (a) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement has been in effect and
for which no exemption from registration has been available; and/or (b) made use of the means

41
 
or instruments of transportation or communication in interstate commerce or of the mails to offer
to sell, through the use or medium of a prospectus or otherwise, securities as to which no
registration statement has been filed and for which no exemption from registration has been
available.
130. As a result, defendants Nicosia and Reininger violated Sections 5(a) and (c) of the
Securities Act [15 U.S.C. §§77e(a) and (c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Permanently restrain defendants Nicosia, Reininger, Di Carlo, and Touchard, their
officers, agents, servants, employees and attorneys, and those persons in active concert or
participation with them who receive actual notice of the injunction by personal service or
otherwise, from violating Section 17(a) of the Securities Act [15 U.S.C. § 77q], and Sections
10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-
5].
B. Permanently restrain defendants Nicosia and Reininger, their officers, agents,
servants, employees and attorneys, and those persons in active concert or participation with them
who receive actual notice of the injunction by personal service or otherwise, from violating
Section 5 of the Securities Act [15 U.S.C. §§ 77e].
C. Order the Defendants to disgorge, with prejudgment interest, all ill-gotten gains
obtained by reason of the unlawful conduct alleged in this Complaint;
C. Order the Defendants to pay civil monetary penalties pursuant to 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)];

42
 
D. Enter an order barring the Defendants from participating in any offering of a
penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and 21(d) of the
Exchange Act [15 U.S.C. § 78u(d)];
E. Enter an order barring defendants Nicosia and Reininger from acting as officers or
directors 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.SC. § 78o(d)];
F. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
G. Grant such other and further relief as this Court may deem just and proper.
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.

DATED this 27
th
 day of September, 2022.

                                                                        Respectfully            submitted,
s/ Nita K. Klunder________
Nita K. Klunder
David D’Addio*

Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)

*Not admitted in the U.S. District Court for the Eastern District of New York

Nita Klunder  
David D’Addio*  
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 
*Not admitted in the U.S. District Court for the Eastern District of New York 

 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
      Plaintiff, 
 v. 
 
 
MATTHEW NICOSIA, 
WILLIAM (“ROCKY”) REININGER, 
FABRIZIO DI CARLO, and  
RONALD TOUCHARD,  
 
    Defendants. 
 

 
 

Civil Action No. 22-CV-____ (___) 
 

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the 

following against the defendants: 

SUMMARY  

1. This is a securities fraud enforcement action.  Defendants Matthew Nicosia, 

William (“Rocky”) Reininger, Fabrizio Di Carlo, and Ronald Touchard engaged in fraudulent 

schemes to sell publicly traded stock to retail investors.  From not later than August 2019 

through at least September 2020 (the “Relevant Period”), the defendants, acting in concert with 

others, schemed to fraudulently sell penny stocks of one or more of the following companies to 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 1 of 42 PageID #: 1



2 
 

investors in the public United States securities markets:  Odyssey Group International, Inc. 

(“Odyssey”), Scepter Holdings, Inc. (“Scepter”), and CannaPharmaRx, Inc. 

(“CannaPharmaRx”).   

2. Depending on the security at issue, Reininger and/or Nicosia concealed their 

control of the companies in which they sold shares, along with their control of nearly all of the 

stock that was deposited with brokerage firms and available for public trading (the “float”) for 

each of these securities.  They hid their control, in part, by arranging for an intermediary to 

acquire and sell shares on their behalf without registering the sales or complying with legally 

mandated sale limitations.  To liquidate their shares, Reininger and Nicosia funded deceptive 

promotional campaigns, enabling them to artificially generate enough demand for their shares 

while concealing from prospective purchasers that the stocks were being sold, in bulk, by people 

who controlled the companies.     

3. With respect to Odyssey, by August 2019, Nicosia, Reininger, and an individual 

sued in a separate Commission action, Charlie Abujudeh, agreed to have Abujudeh purchase 2.5 

million shares from one of Nicosia’s associates on their behalf.  The 2.5 million shares 

constituted about 98 percent of the Odyssey float.  Nicosia and Reininger, who were both 

significant shareholders of Odyssey and were involved in the management and operations of the 

company, tasked Abujudeh with hiring stock promoters to tout Odyssey to potential investors 

over the phone.  The three agreed that Abujudeh would sell their 2.5 million Odyssey shares 

once the promotion they were funding was underway (sometimes referred to as selling the shares 

“into” a stock promotion) and split the profits.   

4. Defendant Touchard introduced Abujudeh to defendant Di Carlo, who ran a stock 

promotion organization that called itself “Investor’s Quarterly” and used high-pressure and 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 2 of 42 PageID #: 2



3 
 

deceptive tactics targeting unsuspecting retail investors.  Abujudeh, working on behalf of Nicosia 

and Reininger, hired Di Carlo to promote Odyssey shares to potential investors, primarily by 

phone.  They agreed that Di Carlo would earn a 30 percent commission on all sales generated by 

his organization (which Abujudeh and Touchard referred to as a “phone room”); Touchard and 

his business partner would each earn a 2.5 percent commission on those sales; and Nicosia, 

Reininger, and Abujudeh would split the profits, with half going to Abujudeh, and half to 

Nicosia and Reininger.   

5. Di Carlo and his “Investor’s Quarterly” associates began soliciting investors to 

buy Odyssey shares in or around January 2020.  Defendants Nicosia, Reininger, and Touchard 

knew or were reckless in not knowing that Di Carlo and his organization engaged in deceptive 

conduct in promoting Odyssey shares, including by making false and misleading statements to 

investors, and concealing material facts regarding, among other things:  Abujudeh, Nicosia, and 

Reininger’s control of nearly the entire Odyssey float; their control over at least 17 percent of the 

total outstanding shares of Odyssey; Nicosia and Reininger’s involvement in Odyssey’s 

management and operations; Nicosia, Reininger, and Abujudeh’s funding of the phone room; 

their intention to sell Odyssey shares into the demand the phone room generated; their 

coordination of the promotional campaign; and their plan to share the profits from their Odyssey 

stock sales. 

6. Using these deceptive tactics, Di Carlo’s phone room convinced unwitting 

investors to purchase thousands of shares of Odyssey stock.  The volume of trading (i.e., the total 

number of shares being traded), however, failed to meet the expectations of Nicosia, Reininger, 

Abujudeh, and Touchard.  So they fired Di Carlo and hired an individual whom they believed ran 

a different phone room based in Colombia that was capable of convincing investors to purchase 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 3 of 42 PageID #: 3



4 
 

hundreds of thousands of shares per week.  Touchard introduced Abujudeh to the individual 

supposedly running the Colombian phone room.  Abujudeh and defendants Nicosia, Reininger, 

and Touchard were unaware, however, that the individual they were attempting to hire was, in 

fact, a cooperating witness (“CW”) who was working undercover on behalf of the Federal 

Bureau of Investigation (“FBI”).  The CW recorded numerous phone calls and captured 

numerous encrypted text communications with Touchard and Abujudeh.  On behalf of himself, 

Nicosia, and Reininger, Abujudeh agreed to pay the CW a 35 percent commission on Odyssey 

purchases that the CW generated through his phone room.   

7. Ultimately, Nicosia, Reininger, Abujudeh, and Touchard were unable to hire the 

CW because neither the CW nor the FBI was actually running a phone room to promote penny 

stocks.  So Nicosia, Reininger, and Abujudeh instead funded and controlled an email and web-

based promotional campaign (a “digital” promotional campaign) touting Odyssey stock to 

investors.   

8. Their digital campaign, like their phone room, was part of their deceptive scheme 

to sell Odyssey shares.  The digital promotions carried various disclaimers, but failed to disclose 

material information, just as the phone room had done.  

9. The deceptive phone and digital promotional campaigns were successful.  In all, 

Nicosia, Reininger, and Abujudeh generated approximately $2.6 million in illicit proceeds by 

selling Odyssey stock through Abujudeh to investors during the promotional campaigns.  

Abujudeh distributed proceeds from those sales to himself and each of the Defendants.     

10. Nicosia and Reininger’s scheme to sell shares of Scepter and CannaPharmaRx 

operated in a similar manner.  As to Scepter, Nicosia, Reininger, and Abujudeh controlled over 

60 percent of Scepter’s total outstanding shares and over 87 percent of Scepter’s float.  Nicosia 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 4 of 42 PageID #: 4



5 
 

also regularly advised Scepter’s chief executive officer about business development and 

corporate matters.  Nicosia, Reininger, and Abujudeh were therefore affiliates of Scepter.  

Nicosia and Reininger arranged for Abujudeh to acquire Scepter shares and, by using Abujudeh 

as an intermediary, they sold shares into the market through Abujudeh without registering those 

sales or complying with legally mandated sale limitations, all while concealing from prospective 

purchasers that Scepter’s stock was being sold, in bulk, by people who controlled the company.  

To generate demand for their shares, Nicosia, Reininger, and Abujudeh secretly funded a digital 

promotional campaign touting Scepter’s stock, and they sold their shares through Abujudeh into 

that artificially generated demand.  The digital campaign was similar to the digital campaign 

touting Odyssey shares, described above.  The digital campaign touted Scepter without revealing 

that people who controlled the company were funding the campaign and dumping their shares 

into the demand it generated.  Abujudeh, Reininger, and Nicosia agreed to split the profits on 

approximately $3.2 million in gross sales of Scepter shares.   

11. For CannaPharmaRx shares, the scheme operated in a similar way, except that 

Nicosia and Abujudeh agreed to split the profits between themselves, leaving Reininger out of 

the deal.  Nicosia was a CannaPharmaRx board member and the company’s largest shareholder.  

He arranged for Abujudeh to purchase 3,125,000 CannaPharmaRx shares from a third party 

affiliated with CannaPharmRx’s CEO.  Through Abujudeh, Nicosia controlled the vast majority 

of the CannaPharmaRx float.  By arranging for Abujudeh to acquire these shares and sell them 

on Nicosia’s behalf, Nicosia profited from the sale of $3.3 million worth of CannaPharmaRx 

shares, again without registering the sales or complying with legally mandated sale limitations.  

To generate demand for these shares, Nicosia and Abujudeh funded yet another deceptive digital 

campaign like those described above that touted CannaPharmaRx stock while concealing from 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 5 of 42 PageID #: 5



6 
 

investors the fact that an individual who controlled the company was dumping shares into a 

promotion he was funding.     

12. At the time that Abujudeh sold Odyssey, Scepter, and CannaPharmaRx stock on 

behalf of himself, Reininger, and/or Nicosia, there was no registration statement for those sales 

on file with the Commission or in effect as to those transactions, as required by the relevant 

securities laws described herein.  No exemption from the registration requirement applied. 

VIOLATIONS 

13. As a result of the conduct alleged herein, Nicosia, Reininger, Di Carlo, and 

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

and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §77q(a)(1), (3)], Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)] and Rules 

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

14. In addition, as a result of the conduct alleged herein, Nicosia and Reininger 

violated, and unless restrained and enjoined, will continue to violate Sections 5(a) and 5(c) of the 

Securities Act [15 U.S.C. §§77e(a), (c)]. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

15. The Commission seeks a permanent injunction against the Defendants, enjoining 

them from engaging in transactions, acts, practices, and courses of business of the type alleged in 

this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest; civil penalties pursuant to Section 20(d) of the 

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

§78u(d)(3)]; an order barring the Defendants from participating in any offering of a penny stock, 

pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or 21(d) of the Exchange 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 6 of 42 PageID #: 6



7 
 

Act [15 U.S.C. §78u(d)]; an order prohibiting defendants Nicosia and Reininger 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.SC. § 78o(d)]; and such other relief as the Court may deem 

appropriate. 

JURISDICTION AND VENUE 

16. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

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

U.S.C. §§78u(d), 78u(e), and 78aa]. 

17. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

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

transactions and courses of business alleged in this Complaint occurred within the Eastern 

District of New York, and were effected, directly or indirectly, by making use of means or 

instrumentalities of transportation or communication in interstate commerce, or the mails.  For 

example, several individuals residing in the Eastern District of New York purchased Odyssey, 

Scepter, and CannaPharmaRx stock during deceptive promotional campaigns conducted during 

the Relevant Period.  In addition, Abujudeh, on behalf of himself, Reininger, and Nicosia, made 

payments to an entity located in the Eastern District of New York in furtherance of their scheme. 

DEFENDANTS 

18. Matthew Nicosia, age 48, is a Utah resident.   

19. William “Rocky” Reininger, age 53, is a California resident. 

20. Fabrizio Di Carlo, age 46, is a Canadian citizen who resides in Quebec.   

21. Ronald Touchard, age 63, is a California resident.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 7 of 42 PageID #: 7



8 
 

RELATED INDIVIDUALS AND ENTITIES 

22. Charlie Abujudeh, age 48, is California resident.  The Commission sued 

Abujudeh for his role in the violations of securities laws described herein.  See SEC v. Charlie 

Abujudeh, 21-cv-04110-PKC (E.D.N.Y. 2021).  In a parallel criminal case, Abujudeh pleaded 

guilty to one count of conspiracy to commit securities fraud in violation of 18 U.S.C. §371 for 

his role in the promotion and sale of Odyssey stock.  See United States v. Charlie Zaki Abujudeh, 

22-cr-00161 (E.D.N.Y. 2022). 

23. Investor 1, age 51, is a California resident.  Stock promoters hired directly or 

indirectly by Nicosia, Reininger, Abujudeh, Touchard, and Di Carlo used deceptive tactics to 

persuade Investor 1 to buy Odyssey shares.    

24. Investor 2, age 62, is an Oklahoma resident.  Stock promoters hired directly or 

indirectly by Nicosia, Reininger, Abujudeh, Touchard, and Di Carlo used deceptive tactics to 

persuade Investor 2 to buy Odyssey shares.  

25. Odyssey Group International, Inc. describes itself as being primarily “in the 

business of surgical & medical instruments & apparatus” and in the “development and 

acquisition of medical products and health related technologies.”  Odyssey (stock ticker symbol:  

ODYY) trades on OTC Link (previously, the “Pink Sheets”), operated by OTC Markets Group, 

Inc.  Odyssey was incorporated in Nevada in 2014, and has executive offices in Irvine, 

California. 

26. Scepter Holdings, Inc., describes itself as managing “the sales and brand 

development of high-performance consumer packaged goods.”  Scepter (stock ticker symbol:  

BRZL) trades on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive 

offices in Las Vegas, Nevada. 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 8 of 42 PageID #: 8



9 
 

27. CannaPharmaRx, Inc., describes itself as an “early-stage pharmaceutical company 

whose purpose is to advance cannabinoid research and discovery using proprietary formulation 

and drug delivery technology currently in development.”  CannaPharmaRx (stock ticker symbol:  

CPMD) trades on OTC Link.  CannaPharmaRx was incorporated in Colorado in 1998 under 

another name and was eventually re-domiciled in Delaware in 2010, and has executive offices in 

Calgary, Alberta, Canada. 

BACKGROUND 

28. Before selling stock, persons who control the stock of public companies (“control 

persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5 

of the Securities Act [15 U.S.C. §77e]; (b) sell the stock pursuant to an applicable exemption 

from registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [17 

C.F.R. §240.144], including limitations on the amount of stock a control person can legally 

sell.  Such registration requirements, sale restrictions, and disclosure obligations are safeguards 

designed to inform investors about the nature of the stock they are holding or considering 

buying, and about those from whom they would be buying that stock.   

29. An “affiliate” of a publicly traded company (also known as an “issuer”) is a 

person or entity that, directly or indirectly through one or more intermediaries, controls, is 

controlled by, or is under common control with, such issuer (i.e. a control person).  “Control” 

means the power to direct management and policies of the company in question.  Affiliates 

include officers, directors and controlling shareholders, as well as any person who is “under 

common control” with, or has common control of, an issuer.  Absent registration of the stock, 

affiliates are only permitted to sell a small percentage of the outstanding shares of a stock 

according to SEC Rule 144 [17 C.F.R. §230.144].  A group of individuals and/or entities acting 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 9 of 42 PageID #: 9



10 
 

in concert may collectively be an “affiliate” of an issuer.  

30. “Restricted stock” is stock of an issuer that is acquired from an issuer, or an 

affiliate of the issuer, in a private transaction that is not registered with the Commission.  Absent 

an exemption under the federal securities laws and rules, restricted stock cannot legally be 

offered or sold to the public unless a securities registration statement has been filed with the 

Commission (for an offer) or is in effect (for a sale).  Such registration statements are submitted 

and filed with the Commission on Form S-1 and are often referred to as “S-1 registration 

statements.”  The S-1 registration statement contains important information about an issuer’s 

business operations, financial condition, results of operation, risk factors, and management.   

31. “Unrestricted stock” is stock that may legally be offered and sold in the public 

marketplace by a non-affiliate, ordinarily having previously been subject to a registration 

statement filed with the Commission.  Registration statements are transaction specific, however, 

and apply to each separate offer and sale as detailed in the registration statement.  Registration 

does not attach to the security itself, and registration at one stage for one party does not 

necessarily suffice to register subsequent offers and sales by the same or different parties.  Thus, 

when a control person buys publicly-traded or otherwise unrestricted shares in the company that 

person controls, those shares automatically become subject to the legal restrictions on sales by an 

affiliate, which strictly limit the quantity of shares that may be sold in the public markets absent 

registration.  Without registration, affiliates are prohibited from selling large quantities of an 

issuer’s shares, regardless of how the affiliates obtained those shares. 

32. The Over-the-Counter (“OTC”) Markets is a stock quotation service that 

facilitates public trading of shares in public companies that are not otherwise listed on national 

securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 10 of 42 PageID #: 10



11 
 

do not have an obligation to file reports with the Commission may, nonetheless, choose to file 

public reports (such as quarterly and annual statements and other periodic disclosures) on the 

OTC Markets website for investors to review and consider when making investment decisions.   

33. A “beneficial owner” of a security is any person who, directly or indirectly, 

through any contract arrangement, understanding, relationship, or otherwise, has or shares 

investment power, which includes the power to dispose, or to direct the disposition of, such 

security.   

34. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule 

3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most 

stocks that do not trade on a national securities exchange, that trade under $5 per share, and 

whose issuers do not meet certain thresholds of tangible assets or revenue.  The securities of 

Odyssey, Scepter, and CannaPharmaRx were penny stocks during the Relevant Period.   

35. A company is considered “public” when its securities trade on established 

markets and the company discloses certain business and financial information regularly to the 

investing public.   

THE FRAUDULENT SCHEMES  
 

Example 1:  Odyssey 

36. Odyssey was incorporated in Nevada in March 2014 and operated as a publicly 

traded company during the Relevant Period. 

37. In the summer of 2019, Nicosia, Reininger, and Abujudeh agreed that Abujudeh, 

through his entity, Intermarket Associates LLC (“Intermarket”), would purchase 2.5 million 

shares of Odyssey stock for $100,000.  Nicosia arranged for Abujudeh to purchase the shares 

from a California company purportedly run by one of Nicosia’s business associates.  The three 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 11 of 42 PageID #: 11



12 
 

further agreed to fund various stock promotional campaigns to generate enough demand for 

Abujudeh to sell the 2.5 million shares, and to split the profits with half going to Abujudeh, and 

half going to Nicosia and Reininger collectively.   

38. Nicosia, Reininger, and Abujudeh were affiliates of Odyssey.  They were 

significant shareholders, collectively owning at least 17 percent of the outstanding shares at the 

start of their stock promotion, and, significantly, 98 percent of the shares that were deposited and 

available for public trading—i.e., 98 percent of the Odyssey float.  Nicosia and Reininger were 

both involved in the management and operations of Odyssey and communicated directly with 

Odyssey’s CEO (whom they recruited and interviewed for the position) about the company’s 

operations and financial condition.  Moreover, Odyssey relied on Nicosia to fund aspects of 

Odyssey’s operations through a separate company Nicosia controlled.  Reininger responded to 

investor inquiries by phone on behalf of Odyssey and held himself out as one of the company’s 

founders.   Nicosia, Reininger, and Abujudeh are collectively referred to herein as the “Odyssey 

Control Group.”   

39. Nicosia and Reininger initially tasked Abujudeh with hiring a phone room (as 

opposed to digital marketers) to promote Odyssey to investors.  Abujudeh hired stock promoters 

described herein on behalf of the Odyssey Control Group and apprised Reininger and Nicosia of 

his efforts and the status of the promotion and its associated costs, along with profits from 

Odyssey share sales, via in-person meetings, telephone calls, encrypted messaging applications, 

and in limited circumstances email.  Nicosia and Reininger caused Odyssey to issue periodic 

press releases to support their promotional campaign.    

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 12 of 42 PageID #: 12



13 
 

The Odyssey Control Group Hired Di Carlo to Run a Deceptive Telephone 
Promotional Campaign 
 
40. The Odyssey Control Group sought to hire a stock promoter who could generate 

trading volume to support the rapid liquidation of 2.5 million shares at somewhere between 

$2.50 and $3 per share.  In the 30 months preceding the Odyssey Control Group’s promotional 

campaigns, Odyssey shares were traded on just 25 days; on those 25 days, the trading volume 

averaged just 351 shares per day, with a weighted average closing price of less than one dollar 

per share.   

41. Touchard, a long-time associate of Abujudeh, identified a candidate for the task— 

Di Carlo—and introduced him to Abujudeh.  After meeting Touchard and Di Carlo in person, 

Abujudeh hired Di Carlo on behalf of the Odyssey Control Group.  The Odyssey Control Group 

agreed to pay Di Carlo approximately 30 percent of the proceeds from Odyssey share purchases 

that Di Carlo’s phone room generated; Touchard received approximately 5 percent of the 

proceeds generated on these share purchases—a sum he split with a business partner also 

involved in the recruitment of Di Carlo.   

42. Di Carlo hired others to conduct the investor solicitations and oversaw their work.  

For example, when Abujudeh informed Di Carlo in a recorded call that Di Carlo’s phone room 

was claiming commissions on stock sales that it did not generate, Di Carlo stated, “I was 

blindsided . . . I called everybody immediately.  I called them into my private office 

immediately. . . . And I’ve been ripping heads for the last three hours.”   

43. Di Carlo, through Abujudeh, asked that Odyssey put out press releases to assist 

with the promotional campaign.  Abujudeh passed the request to Nicosia and Reininger who 

agreed.  Between January 15, 2020 and February 10, 2020, Odyssey issued four press releases.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 13 of 42 PageID #: 13



14 
 

44. Di Carlo understood who his solicitors were contacting and the methods they used 

to pitch Odyssey to prospective purchasers.  When Touchard expressed concern that Di Carlo’s 

use of an auto dialer could “get the company a skull and cross bones” on OTC Markets (i.e., a 

“caveat emptor” warning to prospective investors about a company’s securities), Di Carlo 

explained, “It’s manual dial.  It’s not an auto dialer.  And we’re working off the list one by one.  

‘Cuz auto dialer is like [expletive] robocall, and that [expletive] doesn’t work and we don’t do 

that.”   

45. Moreover, Di Carlo personally solicited some prospective purchasers himself.  

For example, when discussing a list of sales leads he received that he described as “complete, 

utter, and total [expletive],” Di Carlo explained, “I personally tested 100 of them.  I was getting 

18 year olds – teenage girls and fathers that were like, asking why I was calling their daughters.”   

46.  Di Carlo and his stock promoters cold called potential investors and claimed they 

worked for an entity called “Investor’s Quarterly” (“IQ”), and employed high-pressure, 

deceptive sales tactics, as described herein.  Among the victims of these deceptive tactics were 

two individuals described below:  Investor 1 and Investor 2.   

47. Investor 1 was not a sophisticated investor and had never invested in penny stocks 

before investing in Odyssey.  Investor 1 instead invested primarily in diversified mutual funds 

through his 401(k) retirement account, which was held at a large broker-dealer affiliated with 

one of the largest mutual fund companies in the world.  In late January 2020, an individual 

purporting to be from IQ contacted Investor 1 multiple times by phone, touting Odyssey as a 

good investment.  In one of the calls, the caller claiming to be an IQ representative was joined by 

another individual who falsely claimed that he worked for the broker-dealer where Investor 1 

held his retirement investments.  These two individuals convinced Investor 1 to roll over his 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 14 of 42 PageID #: 14



15 
 

company-directed 401(k) account into a self-directed IRA brokerage account; sell his shares of a 

diversified retirement fund (worth about $130,000 at the time); and purchase Odyssey shares 

with the proceeds.  These individuals were part of Di Carlo’s phone room that was promoting 

Odyssey on behalf of the Odyssey Control Group.   

48. The callers who identified themselves as IQ representatives continued to 

communicate with Investor 1 about Odyssey shares by phone, text messages, and email from late 

January through March 2020.  On January 30, 2020, one of the IQ representatives convinced 

Investor 1 to make his first four purchases of Odyssey stock, totaling 8,000 shares for $16,290.  

Investor 1 accounted for 97 percent of the trading in Odyssey’s stock that day.  Di Carlo’s phone 

room told Investor 1 over the phone that he would likely grow his retirement savings over the 

next four months to about a quarter million dollars.   

49. Over the next few weeks, Di Carlo’s phone room instructed Investor 1 precisely 

when and at what price to bid on Odyssey shares using his online brokerage account, funded by 

liquidating his retirement savings.  The IQ representatives pressured Investor 1 to be available at 

all times to execute Odyssey trades and instructed Investor 1 to make bids at specific, escalating 

prices over time.    

50. From January 30 through February 20, 2020, Investor 1 bought approximately 

61,800 Odyssey shares for approximately $126,000.  Nearly every Odyssey share that Investor 1 

bought was sold into the market by the Odyssey Control Group, through Abujudeh and his 

company, Intermarket. 

51. By mid-February 2020, Investor 1 was becoming concerned about Odyssey’s 

performance and was having difficulty reaching his contacts at IQ.  So Investor 1 contacted 

Odyssey directly by phone.  Reininger returned Investor 1’s call on behalf of Odyssey on 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 15 of 42 PageID #: 15



16 
 

February 18, 2020, leaving a voicemail in which he stated he was a founder of Odyssey and was 

returning Investor 1’s call because the CEO was out of the country.  Investor 1 eventually spoke 

by phone several times with Reininger, who denied knowing the IQ representatives and provided 

general information about Odyssey and the fluctuation of its stock price.  Investor 1 lost 

approximately $39,533 from his Odyssey investment.   

52. Di Carlo’s phone room, still identifying themselves as representatives of IQ, 

solicited another individual, Investor 2, to purchase Odyssey stock in January 2020.  On or about 

January 27, 2020, one of Di Carlo’s stock promoters placed an unsolicited phone call to Investor 

2, during which he told Investor 2 that Odyssey was a great investment opportunity and that 

Investor 2 needed to invest quickly.  Investor 2 was not familiar with Odyssey, nor had he ever 

invested in a penny stock.  Also on January 27, 2020, IQ sent an email to Investor 2 that stated in 

part:  “We believe the shares of ODYY [the stock ticker symbol for Odyssey] will double in 

value prior to the end of the calendar year.” 

53. Beginning on January 28, 2020, Investor 2 followed IQ’s recommendation and 

used a portion of his retirement savings to purchase Odyssey stock on four separate dates, buying 

a total of 6,000 shares.  Investor 2 acquired those shares at prices between $2.02 and $2.19 per 

share. 

54. On January 30, 2020, IQ sent an email to Investor 2 that stated in part:  “[L]et me 

know how many shares of ODYY you were able to pick-up today, and at what price.  Its [sic] 

important that we track how many shares are purchased based on our recommendation because it 

impacts our selling strategy as well.”  IQ emailed again on February 12, 2020 about tracking 

Investor 2’s purchases because “our sell recommendation is at least partially predicated on the 

number of shares we believe will be liquidated when we do provide said recommendation.”  IQ 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 16 of 42 PageID #: 16



17 
 

did not inform Investor 2 that the Odyssey Control Group was paying commissions on all 

Odyssey purchases that IQ generated or that IQ was tracking investors’ purchases to ensure those 

commissions were paid.   

55. When Investor 2 later tried to contact IQ with concerns about Odyssey’s declining 

stock price, IQ did not respond.  Investor 2 sold all of his shares on May 26, 2020, sustaining a 

loss of approximately $7,217. 

56. Di Carlo’s stock promotors never told Investor 1 or Investor 2 that they were 

hired by Odyssey insiders who controlled the company (the Odyssey Control Group); that the 

Odyssey Control Group controlled nearly all of the shares that could be publicly traded; that the 

Odyssey Control Group was selling their Odyssey shares into the promotion and splitting the 

profits; and that the Odyssey Control Group was paying them 30 percent commission on every 

share they sold through the promoters.   

57. The Odyssey Control Group, Di Carlo and Touchard, knew, or were reckless in 

not knowing, that the stock promoters that they directly and indirectly hired did not disclose this 

material information to prospective investors.  The Odyssey Control Group, Di Carlo, and 

Touchard further knew or were reckless in not knowing that the stock promoters that they 

directly and indirectly hired would employ additional deceptive means, including the high-

pressure sales pitches and price manipulation tactics as described above to convince investors to 

purchase Odyssey shares and to manipulate the market for those shares. 

58. Abujudeh transferred by wire portions of the proceeds generated by Di Carlo’s 

phone room to a bank account for which Di Carlo was the sole authorized signatory in the name 

of a company for which Di Carlo is the sole corporate officer identified in public records, on the 

dates and in the amounts shown in the chart below:  

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 17 of 42 PageID #: 17



Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 18 of 42 PageID #: 18



19 
 

we’re at, Fabrizio.  We’re at where the rubber meets the road. . . .  Charlie’s getting pressure.  I 

got a lot of money in and out of these deals.  And … I need to recoup.  So . . . we’re going to 

have to roll with you until Friday, big dog.  And then we got to unleash you.  . . .  We just don’t 

have any more time.”   

63. Di Carlo assured Abujudeh, Touchard, and Touchard’s business partner that he 

would increase the Odyssey trading volume.  “All I need is a call with Charlie [Abujudeh] in 

about two hours . . . just to plan out the press release like we had spoken about. . . . Our guys 

have got it already structured.  And then watch what is going to happen in the next few days.”  

The volume Di Carlo generated “in the next few days” did not satisfy the Odyssey Control 

Group or Touchard.  They fired Di Carlo.   

64. With Reininger and Nicosia still calling on Abujudeh to use a phone room instead 

of digital promotions, Touchard and his business partner unwittingly introduced Abujudeh to a 

CW working for the FBI who claimed to run a phone room in Colombia capable of generating 

millions of dollars per month in penny stock sales.   

65. Acting at the direction of the FBI, the CW, who recorded phone conversations 

with the various parties, told Abujudeh that he ran a stock promotion phone room in Medellín, 

Colombia that could generate up to $3.5 million per month in stock purchases, depending on the 

penny stock at issue.  Abujudeh and Touchard offered the Odyssey promotional campaign to the 

CW on February 26, 2020.  With Abujudeh on the phone, Touchard told the CW:  “I’m here with 

Charlie [Abujudeh].  And basically, long story short, ODYY [the ticker symbol for Odyssey] is 

available if you can start quick.  Just fired the other phone line that was on it.  And Charlie’s 

built landing pages.  Everything’s ready to go.”  Di Carlo’s IQ was, in Touchard’s words, “the 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 19 of 42 PageID #: 19



20 
 

other phone line” that was promoting Odyssey.  “Landing pages” refers to promotional websites 

to which stock promoters can refer potential stock purchasers, either by phone or email.   

66. The Odyssey Control Group and Touchard all agreed to pay the CW a 35 percent 

commission on Odyssey stock purchases from Abujudeh that the CW’s phone room generated.  

Abujudeh expected the CW to generate purchases of 100,000 shares in the first week the phone 

room operated, and hundreds of thousands of shares per week thereafter.  Abujudeh further 

required the CW to generate purchases of at least 40,000 Odyssey shares per day (200,000 shares 

per week).  In contrast, from the first public trade of Odyssey shares in 2017 until the time 

Odyssey hired IQ (about 30 months), the total volume of odyssey trading was 8,765 shares—far 

less than Abujudeh, Touchard, and the Odyssey Control Group hired the CW to generate in a 

single day. 

67. Over the course of several conversations and encrypted text messages from 

January 29 through March 11, 2020, Abujudeh and Touchard, on behalf of the Odyssey Control 

Group, continued to discuss with the CW and others how the fraud scheme would operate.   

Control of the Odyssey Float  

68. First, Nicosia, Reininger, Touchard, and Abujudeh understood that it was 

essential for the Odyssey Control Group to control the Odyssey float at the outset of the 

promotion.  Otherwise, third parties could sell into their promotion, depressing share prices, 

undercutting their profits, and otherwise benefiting from the inflated demand that their 

promotion would generate.  Indeed, control of the float was the linchpin of their scheme.  And 

Nicosia and Reininger specifically assured Abujudeh that no other Odyssey shareholders would 

deposit shares and sell into the promotion for these very reasons.  And Abujudeh and Touchard, 

in turn, assured the CW that the group controlled the Odyssey float multiple times, including on 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 20 of 42 PageID #: 20



21 
 

February 11, 2020.  In a recorded call that day, the CW noted that according to information 

publicly available on OTC Markets, the Odyssey float was approximately 15 million shares.  But 

Abujudeh corrected him:  “No there’s not.  . . . [T]here’s nothing outside our control.  There are 

probably 100,000 shares max.”  The Odyssey Control Group and Touchard understood that their 

nearly 2.5 million Odyssey shares constituted almost all of the shares that were deposited (or 

would likely be deposited during the promotional campaign) and available for public trading.   

The Odyssey Control Group’s Scheme To Manipulate Trading Volume and Share 
Price Through  Deceptive Promotion and Control of the Float 
 
69. The Odyssey Control Group understood that by hiring the CW, they would be 

able not only to generate demand for Odyssey shares through deceptive sales pitches, but also to 

convince Odyssey investors to hold their shares, and thereby support Odyssey’s share price, 

while they dumped their shares into the market.        

70. The Odyssey Control Group recognized that as they sold shares into the 

promotion, the individuals who bought their shares could re-sell them, potentially depressing the 

stock price and/or earning profits that they would have otherwise captured.  Abujudeh discussed 

this concern with the CW.  The CW reassured Abujudeh that although some investors would 

inevitably sell early, he intended to “pitch” Odyssey as a longer-term investment so that his 

investors would hold onto the stock. 

71. The Odyssey Control Group and Touchard understood that the CW would not 

reveal that the Odyssey Control Group was funding the promotion and simultaneously dumping 

its stock, which constituted nearly the entire supply of Odyssey shares.  In fact, Abujudeh, on 

behalf of the Odyssey Control Group, agreed that commission payments for the phone room 

sales would be routed through a third party that did not own Odyssey shares to conceal the 

Odyssey Control Group’s involvement.  Abujudeh, on behalf of the Odyssey Control Group, 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 21 of 42 PageID #: 21



22 
 

further agreed that they would sign what the CW described as “something like a retainer 

agreement for marketing services or something stupid like that.” 

72. Over the course of several recorded conversations with the CW, Abujudeh and 

Touchard made clear that they were working on behalf of a group that included Odyssey insiders 

who controlled the company and were coordinating the Odyssey stock promotion with those 

individuals.   

73. On February 11, 2020, for example, Abujudeh and Touchard confirmed their 

advance notice of Odyssey press releases:   

CW But let me ask you guys a question.  How, how tight are you 
guys with ODYY?  If we need some news or need a PR [press 
release] or something like that, can we get it out? 

Abujudeh [inaudible] We’ve got news tomorrow. [inaudible] . . . [To 
Touchard, referring to prior promoter:] . . . he’s required three 
news releases so far.  The company can’t just keep making up 
shit. 

Touchard Yeah, no we’re tight with the company.  Good relationship with 
the company. 

CW Okay, cool.  Just, yeah, you just want to make sure the CEO is 
not, like, against us, you know what I’m saying? If we need a 
news article or we need, you know, something to, to help us if 
we get stuck, it’s sometimes nice to – 

Abujudeh There, there was recent news on it and there’s news going to be 
on it tomorrow. 

When Touchard stated that he and Abujudeh were “tight with the company,” he was referring to 

his and Abujudeh’s relationship with Nicosia and Reininger.   

74. On March 9, 2020, Touchard called the CW to provide “just a little more 

background” about Abujudeh’s relationship with Odyssey and the Odyssey Control Group.  

Touchard stated that the “relationship with corporate . . . is a little bit strained because of false 

promises of different IR [investor relations] groups” that were previously involved in promoting 

Odyssey’s stock.  Touchard further conveyed that Odyssey’s management (which he described 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 22 of 42 PageID #: 22



23 
 

as “the corporate end” and included Nicosia and Reininger) was frustrated by the lack of trading 

volume generated from their promotion of Odyssey involving prior news releases, and noted that 

the prior promoters had misled Abujudeh and Touchard about their ability to generate trading 

volume from company news. 

75. In a March 11, 2020, recorded call with Touchard, the CW said that Abujudeh 

had unrealistic expectations of sustaining a phone campaign that would keep a share price well 

above $2 per share while dumping millions of shares.  Touchard explained the Odyssey Control 

Group’s desire to maintain a higher share price:   

ODYY [the ticker symbol for Odyssey] has been going on for—
[expletive], we’ve been involved for two months and he [Abujudeh] 
probably – he’s had it for four months probably. . . . and the problem is 
he’s got a company that’s expecting a million bucks four months ago.  
And they’re calling him every day:  “Where’s my million bucks?”  He’s 
got pressure, pressure, pressure and the problem is he puts that pressure on 
me and he puts that pressure on you.  So I try to find solutions for him.  
Right?  So, if you’re not going – $100,000 a day, he [Abujudeh] calls me:  
“Why is [the CW] not doing $100,000 a day?  You said he was a great guy 
and could do miracles and all this stuff.”  I’m like:  “What the 
[expletive]?”  You know what I mean? 
 

Odyssey Control Group’s Digital Promotion of Odyssey 

76. The Odyssey Control Group and Touchard were, of course, unable to hire the CW 

to run a promotional call center because the CW was working at the direction of the FBI.  So the 

Odyssey Control Group instead funded and controlled a digital campaign that promoted Odyssey 

stock to potential investors through ads displayed on websites (“display ads”) and dozens of 

newsletters directing investors to at least one website touting Odyssey.  The digital promotions 

ran from March through early July 2020.   

77. The Odyssey Control Group used Abujudeh’s company, Intermarket, to pay for 

its digital promotional campaign.  For example, between June 5 and July 6, 2020, Intermarket 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 23 of 42 PageID #: 23



24 
 

made four wire transfer payments totaling $430,000 to a Florida company for “Marketing 

ODYY.”  This company (the “Florida Promoter”) acted as both a stock promoter and a broker 

for stock promoters.  Thus, the Florida Promoter not only distributed Odyssey promotion 

materials to its own lists of potential investors, but also operated as a pass-through entity, and 

accordingly used a portion of the $430,000 to pay a New York company for “Marketing 

Awareness Services for Odyssey Group Intl Inc,” according to billing records.  Because of this 

layering, in promotional materials they disseminated, the New York company (and others) 

identified the Florida Promoter, rather than the members of the Odyssey Control Group or 

entities that group owned, as the party that funded the promotion.   

78. The Odyssey Control Group generally approved the content of promotional 

materials.  For example, on February 14, 2020, Abujudeh received an email stating, “Hi Charlie, 

I’ve attached your landing page [for Odyssey]. Please have all of the content checked for 

accuracy and let me know if you would like anything changed. Once I have your approval I’ll get 

started on emails.”  Abujudeh, who knew little about the company, sent the promotion content 

(without any description of who was paying for the promotion) to Nicosia for review and 

approval.  Nicosia, in turn, sought and obtained the Odyssey CEO’s approval of the landing page 

(i.e., website) content.   

79. The landing page described above was hosted at the domain dearwallstreet.com, 

and various promotional materials used during the campaign included links directing investors to 

this website.  The landing page claimed that Odyssey stock was a “Way to Capitalize On The 

Trillion Dollar Healthcare Sector.”  (Emphasis original).  The landing page further described 

Odyssey as being “in a prime position to potentially dominate the market” for medical devices in 

the United States, with “heart monitoring and screening” technology that is “well poised to take 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 24 of 42 PageID #: 24



25 
 

the market by storm.”  The page also described Odyssey’s partnership with a biopharmaceutical 

company that “could quite possibly facilitate the release of the FIRST EVER concussion 

treatment drug.  Which would be an IMMENSE feat in an untouched market.”  Odyssey’s 

personal anti-choking device was described as being potentially “AS BIG AS THE BABY 

MONITOR.” (Emphasis original).  Around the same time that the Odyssey Control Group was 

launching this landing page touting Odyssey’s prospects, the Odyssey CEO emailed Nicosia:  

“Matt, ODYSSEY is out of money,” and sought to have one of Nicosia’s companies pay an 

auditor who would not perform any further work until an old bill was paid.   

80. Once the landing page was launched, it also contained a disclaimer with the 

following statement regarding compensation for the promotion:   

Pursuant to an agreement between Quantum Capital and 
DearWallstreet.com, we were hired to publicly disseminate 
information about (( ODYY )) including on the Website and other 
media including Facebook and Twitter. We were paid up to $300k 
in cash from Quantum Capital. We own zero shares of (( ODYY )) 
which we purchased in the open market.  We may buy or sell 
additional shares of (( ODYY )) in the open market at any time, 
including before, during or after the Website and Information, 
provide public dissemination of favorable Information.  

The Odyssey Control Group knew or was reckless in not knowing that this information it was 

disseminating through its hired promotors was false and misleading, and/or omitted material 

information it was obligated to disclose.  First, this landing page, like many of the promotional 

materials they funded, stated that “Quantum Capital” funded the promotion and/or hired the 

promoters.  This was false.  The Odyssey Control Group paid for the promotion through 

Intermarket, and controlled the content of the promotion.  “Quantum Capital” did not pay for the 

promotion.     

81. Moreover, the disclaimer omitted the material information that the Odyssey 

Control Group that funded the promotion were Odyssey insiders involved in management of the 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 25 of 42 PageID #: 25



26 
 

company, controlled the vast majority of the Odyssey shares available for trading, and that the 

Odyssey Control Group, through Abujudeh and Intermarket, intended to sell—and was in fact 

selling—those shares during the promotion they funded.  The Odyssey Control Group knowingly 

or recklessly concealed this information from the investing public.    

82. Between March 26, 2020 and July 6, 2020, the Odyssey Control Group funded 

more than forty different emails touting Odyssey that were sent to thousands of potential 

investors.  Despite having sold Odyssey stock on a majority of trading days in February 2020, 

while Investor 1 was buying Odyssey stock, Abujudeh, through Intermarket, did not sell any 

Odyssey shares from early March until March 25, 2020, the day before the email promotion 

began.  On that day, Intermarket both bought and sold 500 shares of Odyssey stock in two 

different transactions.  Intermarket bought 500 shares at $1.30 each, and sold 500 at $1.25 each, 

losing a total of $25 on those two trades that day.  Notably, there was no other trading in 

Odyssey stock that day; Abujudeh’s trades on behalf of the Odyssey Control Group created an 

illusion of legitimate market activity in Odyssey stock ahead of promotional emails being sent to 

unwitting retail investors.  On March 27, 2020, the day after the first promotional email was 

distributed, Abujudeh sold 20,109 shares.  

83. Emails funded by the Odyssey Control Group continued to promote Odyssey in 

various ways for several months.  For example, on April 23, 2020, “Stock of the Week” sent out 

an email, subject: “[Subscriber Name], this could be the Next Med-Tech Stock to Deliver 

Massive Returns.”  The email text stated:  “There’s a Med-Tech Company on Wall Street 

Going Quietly Undetected that is involved with several revolutionary medical devices that 

could soon hit the market!”  (Emphasis original, hyperlink to landing page).  The email claimed 

that the company’s devices were “cutting edge and game changing” and that “if Wall Street 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 26 of 42 PageID #: 26



27 
 

learns about the devices this company has, it could lead to one of the biggest breakouts in the 

healthcare arena this year!”  The email specifically touted the stock’s “super small trading 

float.”  (Emphasis original).  The email did not name Odyssey, but contained text hyperlinks to 

the above-described landing page:  “Hurry And Find Out More HERE Before Wall Street 

Discovers This Undervalued Bargain!”  (Emphasis original, hyperlink to landing page).  The 

email stated that it was paid for by a third party, but did not identify that party, let alone the fact 

that the third party, the Odyssey Control Group, included company insiders, dominated the 

market for Odyssey shares and intended to sell all of its holdings into the promotion.  Another 

nearly identical email dated April 21, 2020, from “Market Profit Center” entirely failed to 

disclose it was a paid promotion. 

84. Another promotional email dated May 11, 2020, from “Pro Trader Elite” carried a 

subject line: “Medtech is about to skyrocket.”  The body of the email contained the header “This 

Could Be The Next BioTech Stock To Rally” (emphasis original) and included a link to the 

Odyssey landing page.  The fine print disclaimer noted that the Florida Promoter had paid for the 

promotion and that “a third party of [Pro Trader Elite] LLC may have shares and may liquidate.”  

At this point, the Odyssey Control Group had already sold, through Abujudeh, over 330,000 

shares into the promotion it funded, and purchased nearly 100.000 additional shares on thirteen 

different days in order to artificially support the stock price during the promotion.  In the next 

month alone, Abujudeh sold on behalf of the Odyssey Control Group nearly 600,000 more shares 

into the promotion.     

85. As described above, among the promotional emails that carried fine-print 

disclaimers, the disclaimer content varied.  Some stated that the emails were part of a paid 

campaign without accurately identifying the payer, or the payer’s role as a seller; others stated 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 27 of 42 PageID #: 27



28 
 

that investors should assume the payer held Odyssey shares and intended to sell them.  But these 

email disclaimers nonetheless provided inaccurate, incomplete, and misleading information.    

86. On March 27, 2020, the day after the first Odyssey promotional email went out, 

OTC Markets, the service that publicized trading data and quotations for Odyssey, emailed the 

Odyssey CEO to indicate that a “Stock Promotion flag” was being placed on the company’s 

profile page based on a current promotional campaign, and attached two sample promotional 

emails.  Minutes later the Odyssey CEO forwarded that email, and attachments, to Nicosia.  Both 

emails identified Quantum Capital as the party paying for the promotion and failed to identify 

the relationship between the paying party and the Odyssey Control Group.  Nicosia told 

Abujudeh to stop identifying Quantum as the paying party and to name a different entity instead.   

87. When the Odyssey CEO inquired about the promotion, both Nicosia and 

Reininger denied knowing anything about it.   

88. Nicosia and Reininger knew or were reckless in not knowing that they were 

company affiliates who were unable to sell Odyssey shares without registering those sales or 

complying with legally mandated sales limitations.  They therefore engaged in a scheme to 

defraud the investing public by secretly selling shares through an intermediary, Abujudeh, 

knowing that they were evading their disclosure obligations and/or sales limitations as affiliates 

of Odyssey.  To accomplish this scheme, they sponsored deceptive promotional campaigns that 

hid from investors that they controlled Odyssey; that they controlled the vast majority of the 

Odyssey float; that they funded and controlled the content of the promotions (in some instances 

paying extraordinarily high commissions to incentivize sales); and that they were selling shares 

through an intermediary into that promotion and splitting the profits among themselves.  Nicosia 

and Reininger knew or were reckless in not knowing that the promotional campaigns they 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 28 of 42 PageID #: 28



Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 29 of 42 PageID #: 29



30 
 

Partners One, Inc., controlled by Nicosia.  The payments constituted proceeds from shares that 

Abujudeh sold on behalf of the Odyssey Control Group.   

91. Despite frequent phone calls between Reininger and Abujudeh during the course 

of the Odyssey promotional campaign, Reininger denied knowing Abujudeh during a recorded 

interview with Commission staff.  Reininger continued to communicate with Abujudeh after he 

denied knowing him.  The Commission staff then issued a subpoena seeking documents from 

Reininger’s company, Regal Growth Funding.  Nicosia called Abujudeh to inform him that 

“Rocky” (i.e., Reininger) had received a subpoena, and the two discussed ways to conceal the 

true purpose of the payments from Intermarket to Regal Growth Funding.  To accomplish this 

goal, Nicosia and Reininger fabricated three agreements purporting to document Intermarket’s 

purchase of blockchain tokens relating to Scepter from Regal Growth Funding.  But Intermarket 

never made these purchases—the fabricated documents were intended to cover up Abujudeh’s 

distribution of stock sale proceeds to Nicosia and Reininger.  Nicosia, who drafted the 

agreements with Reininger, asked Abujudeh to sign the agreements.  Abujudeh did not sign 

them.  But Reininger did sign them, and Regal Growth Funding produced the fabricated 

documents to Commission staff.   

The Odyssey Control Group’s Unregistered Offers and Sales of Odyssey Stock 

92. Reininger and Nicosia were Odyssey affiliates by virtue of their substantial 

Odyssey share holdings; their roles in the management, funding, and operations of the company; 

and their control of the Odyssey stock float.  Abujudeh offered and sold Odyssey shares on 

behalf of himself, Nicosia, and Reininger.   

93. At the time that Abujudeh and the Odyssey Control Group offered and sold 

Odyssey stock, there was no registration statement for those sales on file with the Commission or 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 30 of 42 PageID #: 30



31 
 

in effect as to those transactions, as required by Section 5 of the Securities Act.  No exception 

from the registration requirement applied. 

Additional Publicly Traded Companies Dumped by Nicosia and Reininger 

94. In addition to the stock of Odyssey, Reininger and/or Nicosia sold the stock of 

other publicly traded companies, including Scepter and CannaPharmaRx, through Abujudeh 

during deceptive promotional campaigns that they funded—promotions that were similar to their 

digital promotion of Odyssey described above.   

95. They did so while concealing that they were company affiliates who, among other 

things, controlled the vast majority of the float in these securities and that they were selling their 

holdings into their promotions.  They did so without registering the sales with the Commission 

pursuant to Section 5 of the Securities Act.  No exception from the registration requirement 

applied.   

96. Abujudeh hired stock promoters described herein on behalf of Reininger and/or 

Nicosia and regularly apprised them of his efforts and the status of the promotions and their 

associated costs, along with share sales and associated profits, via in-person meetings, telephone 

calls, encrypted messaging applications, and in limited circumstances email. 

Example 2:  Scepter 

97. In or around the spring of 2019, Nicosia and Reininger approached Abujudeh 

regarding the potential promotion and sale of Scepter shares.   

98. The three agreed that Abujudeh would acquire shares on behalf of the group, 

promote the stock on behalf of the group, sell shares into the demand generated by the 

promotion, and then split the profits, with half going to Reininger and Nicosia, and half going to 

Abujudeh.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 31 of 42 PageID #: 31



32 
 

99. Abujudeh acquired Scepter shares in a transaction arranged by Nicosia.  

Specifically, Nicosia arranged for Abujudeh to purchase the right to the issuance of unrestricted 

Scepter shares via a court-approved settlement agreement pursuant to Section 3(a)(10) of the 

Securities Act between Scepter and a Wyoming company.  At Nicosia’s direction, Abujudeh had 

Scepter issue him purportedly unrestricted stock in several tranches of shares, beginning with 

100,000,000 shares in or about August 2019.    

100. After Abujudeh acquired and deposited his first tranche of Scepter shares, 

Nicosia, Reininger, and Abujudeh, through entities they controlled, owned at least 61 percent of 

the outstanding Scepter shares and approximately 91 percent of the Scepter float. In addition to 

holding a significant stake in Scepter, Nicosia also advised the company’s Chairman of the 

Board of Directors (an individual whom Nicosia recruited and who acted as the company’s 

principal executive officer) regarding business development and other corporate matters.  For 

these and other reasons, Nicosia, Reininger, and Abujudeh (by working with them and on their 

behalf) were affiliates of Scepter.  Nicosia and Reininger knew or were reckless in not knowing 

their status as Scepter affiliates and the attendant limitations on the sale of stock they controlled.  

Because Abujudeh was acquiring and selling shares on behalf of Scepter affiliates, and was 

himself a Scepter affiliate, the shares he deposited and ultimately sold were restricted and subject 

to registration requirements or limitations on the timing and quantity of sales.    

101. Nicosia and Reininger schemed with Abujudeh to defraud the market as well as 

market intermediaries such as broker-dealers by secretly arranging for Abujudeh to acquire and 

sell Scepter shares on their behalf without registering the sales or complying with legally 

mandated sale limitations on Scepter affiliates.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 32 of 42 PageID #: 32



33 
 

102. In order to deposit the Scepter shares with a broker and eventually sell them, 

Abujudeh stated in the broker’s due diligence questionnaire that: (1) he would not make a 

payment to any company affiliate in connection with the sale of Scepter shares; (2) he had no 

relationship with Scepter affiliates; and (3) he had no plan to promote or engage a third party to 

promote Scepter shares.  These statements were false and misleading, and were made in 

furtherance of the fraudulent scheme.   

103. In order to accomplish their scheme, Nicosia, Reininger, and Abujudeh funded a 

promotional campaign to generate demand for Scepter shares.1  The promotional campaign ran 

from approximately February to August 2020, and included emails and landing pages, like the 

ones Nicosia, Reininger, and Abujudeh funded for Odyssey.  For example, on March 3, 2020, an 

email sent to potential investors stated at the top in blue bold letters, “BRZL [the stock ticker 

symbol for Scepter] has shifted in a PARABOLIC state and a MASSIVE Short Squeeze 

Opportunity could send share prices past $0.14 at any moment! Make sure you act fast!”  

(Emphasis original).  The disclaimer at the bottom of this email stated, in relevant part:  “We do 

not own any shares in BRZL. We have been compensated $35k cash via bank wire by a third 

party, Quantum Capital, LLC, to conduct investor relations advertising and marketing for BRZL 

. . . .  The third party, profiled company, or their affiliates likely wish to liquidate shares of the 

profiled company at or near the time you receive this communication, which has the potential to 

hurt share prices.”  This disclaimer was written in white text on a white background and is only 

visible when manipulated, for example, by selecting the text, pasting it into a new document, and 

                                                            
1 At the outset of the campaign, Nicosia, Reininger and Abujudeh, through entities they controlled, still owned at 
least 61 percent of the outstanding Scepter shares.  Their share of the float had dipped only slightly, to 
approximately 87 percent, and Nicosia was still involved in Scepter’s business development and other corporate 
matters.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 33 of 42 PageID #: 33



34 
 

changing its color.  Not only was the disclaimer inaccurate—Abujudeh had in fact been selling 

shares into the promotion on behalf of himself, Reininger, and Nicosia and continued to do so—

it was essentially invisible to potential investors.   

104. An April 30, 2020 mass email that Nicosia, Reininger, and Abujudeh funded 

stated in part, “As I said, if you missed out on BRZL so far this week… DO NOT MISS IT 

TODAY!”  The disclaimer stated:  “TheWolfofPennyStocks.com has been compensated 

seventy-four thousand dollars cash via bank wire by a third party, [the Florida Promoter] for a 

one week Scepter Holdings Inc. marketing Services contract. TheWolfofPennyStocks.com does 

not own any shares of BRZL. TheWolfofPennyStocks.com does not investigate the background 

of any third party.  The third party may have shares and may liquidate it, which may negatively 

affect the stock price.”   

105. Until at least June 16, 2021, Scepter had a landing page hosted at 

http://dearwallstreet.com/ar/brzl/.  That landing page, along with the landing pages for Odyssey 

and CannaPharmaRx were taken down at some point on or after June 16, 2021.  The Scepter 

landing page bore the date February 26, 2020, and indicated it was sponsored by Quantum 

Capital.  The landing page opened by stating, “With revenues and sales skyrocketing, Scepter 

[] may soon become one of the most beloved stocks on Wall Street!”  (Emphasis original.)  

The page touted a “recent endeavor with hand sanitizer and nose air filters” and highlights 

increasing coronavirus cases concluding, “Scepter Holdings, Inc., (OTCPK: BRZL) may be 

poised to see monstrous upside as the company is involved with products that could become 

staples for many households across the nation!”  (Emphasis added.)   

106. The Scepter landing page included a disclaimer stating “We were paid up to 

$600,000 in cash from Quantum Capital. We own zero shares of ((BRZL)) which we purchased 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 34 of 42 PageID #: 34



35 
 

in the open market.”  The disclaimer, like others, omitted material information that Nicosia, 

Reininger, and Abujudeh were Scepter affiliates who owned the majority of the outstanding 

company shares, the vast majority of the Scepter shares available for trading, and that they 

intended to sell—and was in fact selling—those shares during the promotion they funded.  The 

above-described April 30, 2020 email directing potential investors to that landing page suffers 

the same material misstatements and omissions.   

107. Nicosia and Reininger knew or were reckless in not knowing that the promotional 

campaign they were funding with Abujudeh included emails and websites such as the ones 

quoted above that omitted material facts that were required to be disclosed or were otherwise 

deceptive.  In those promotional materials, Nicosia, Reininger, and Abujudeh concealed that they 

were company affiliates; that they paid for and controlled the content of the promotion; that they 

controlled the vast majority of the Scepter float; and that they were selling their Scepter stock 

during the promotion.   

108. Abujudeh sold approximately 150,886,948 Scepter shares on behalf of the group 

for approximately $3.2 million in gross proceeds.  He shared the profits from these sales with 

Nicosia and Reininger. 

Example 3:  CannaPharmaRx 

109. During the Relevant Period, Nicosia was a member of CannaPharmaRx’s Board 

of Directors and, according to CannaPharmaRx, was the company’s largest shareholder, 

controlling approximately 16.2 percent of the outstanding shares.2  Nicosia had also recruited the 

                                                            
2 As described in the company’s 2020 Form 10-K, Nicosia owned Series A Preferred shares that were each 
convertible to 1,250 shares of common stock.  The company, for purposes of disclosing beneficial ownership of 
directors, executive officers and other who owned more than 5 percent of the outstanding common stock, treated 
these Preferred shares as having been converted to common stock, and disclosed Nicosia as the beneficial owner of 
16.2 percent of the outstanding shares.  

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 35 of 42 PageID #: 35



36 
 

company’s CEO and worked closely with the CEO and others to manage the business.  For these 

and other reasons, Nicosia was an affiliate of CannaPharmaRx.  Nicosia knew or was reckless in 

not knowing his status as a CannaPharmaRx affiliate and the attendant limitations on the sale of 

stock he controlled.   

110. Nicosia schemed with Abujudeh to defraud the market by secretly arranging for 

Abujudeh to acquire and sell CannaPharmaRx shares on his behalf without registering the sales 

or complying with legally mandated sale limitations on CannaPharmaRx affiliates.  To effectuate 

the scheme, he and Abujudeh conducted a deceptive digital promotional campaign to tout the 

stock without informing investors that Nicosia controlled the company, that he was paying to 

promote the stock, and that, through Abujudeh, he controlled the float and was dumping shares 

into his promotion.  

111. In or around the spring of 2020, Nicosia approached Abujudeh regarding the 

potential promotion and sale of CannaPharmaRx shares.  Reininger was not included in the deal.  

Nicosia arranged for Abujudeh to purchase 3,125,000 CannaPharmaRx shares from a third party 

affiliated with CannaPharmRx’s CEO for $50,000.  Nicosia and Abujudeh agreed that Abujudeh 

would promote the stock to the investing public while selling shares on behalf of himself and 

Nicosia.  The two agreed to split profits from the sales.  Nicosia knew or was reckless in not 

knowing that because he was an affiliate of CannaPharmaRx and Abujudeh had acquired the 

shares on behalf of both himself and Nicosia, those shares were restricted shares, subject to 

registration requirements or limitations on the timing and volume of sales.  To effectuate his 

scheme to dump restricted shares into the market, Nicosia tasked Abujudeh with conducting 

digital promotions of CannaPharmaRx shares.   

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 36 of 42 PageID #: 36



37 
 

112. The promotions Abujudeh and Nicosia funded for these stocks included emails 

and landing pages, like the ones they funded for Odyssey.  Similarly, Abujudeh submitted the 

content of these promotional materials to Nicosia for approval.  At Nicosia’s request, 

CannaPharmaRx’s CEO approved the content (without any description of who was paying for 

the promotion) of at least some of the promotional materials.   

113. The stock promotion campaign that Nicosia and Abujudeh funded ran in August 

and September 2020.  Around that time, Nicosia and Abujudeh together owned approximately 80 

percent of the CannaPharmaRx float.   

114. Nicosia and Abujudeh promoted CannaPharmaRx in emails like one that was sent 

to potential investors on September 1, 2020, which stated in part, “Usually you can find a bounce 

play with 20-30% upside. But . . . nearly 150% IMMEDIATE UPSIDE!?!  This is no joke! 

And CPMD [the stock ticker symbol for CannaPharmRx] *already* Bounced 41% on Monday! . 

. . So are you ready to ‘Catch the Bounce’ again today to potentially even greater highs?”  

(Emphasis original.) The disclaimer on this email noted that the publisher had been compensated 

$70,000 by a Kansas company, and noted only that a “third party may have shares and may 

liquidate it, which may negatively affect the stock price.”  From August 28 to September 28, 

2020, Intermarket sent the Kansas company three wire transfers totaling approximately $319,000 

for “CPMD.”  

115. CannaPharmaRx had a landing page hosted at http://dearwallstreet.com/ar/cpmd/.  

The landing page bore the date July 2, 2020 and indicated it was sponsored by Quantum Capital.  

The landing page referred to loosening of government regulations and strong demand for 

cannabis, particularly in light of the coronavirus pandemic.  The page concluded 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 37 of 42 PageID #: 37



Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 38 of 42 PageID #: 38



39 
 

content of the promotion; that they controlled the vast majority of the CannaPharmaRx float; and 

that they were selling their CannaPharmaRx stock during the promotion.  

FIRST CLAIM FOR RELIEF 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

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

119. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

120. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx 

was each a security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. 

121. By reason of the conduct described above, defendants Nicosia, Reininger, Di 

Carlo, and Touchard, in connection with the offer or sale of securities, by the use of the means or 

instrumentalities of interstate commerce or of the mails, directly or indirectly, acting 

intentionally, knowingly, recklessly or negligently (i) employed devices, schemes, or artifices to 

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

would operate as a fraud or deceit upon any persons, including purchasers or sellers of the 

securities.   

122. By reason of the conduct described above, defendants Nicosia, Reininger, 

Di Carlo, and Touchard violated Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1) 

and (3)] and will continue to violate those sections unless enjoined. 

SECOND CLAIM FOR RELIEF 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

(Violations of Section 10(b) of the Exchange Act and  
Rules 10b-5(a) and (c) thereunder) 

 
123. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 39 of 42 PageID #: 39



40 
 

124. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx 

was each a security under Section 3(a)(10) of the Exchange Act [15 U.S.C. §78c(a)(10)].  

125. By reason of the conduct described above, defendants Nicosia, Reininger, Di 

Carlo, and Touchard, directly or indirectly, in connection with the purchase or sale of securities, 

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

facility of any national securities exchange, intentionally, knowingly or recklessly, (i) employed 

devices, schemes, or artifices to defraud; and (ii) engaged in acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon any persons, including 

purchasers or sellers of the securities. 

126. By reason of the conduct described above, defendants Nicosia, Reininger, 

Di Carlo, and Touchard violated Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rules 10b-

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

THIRD CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

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

127. Paragraphs 1 through 118 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

128. During the Relevant Period, the stock of Odyssey, Scepter, and CannaPharmaRx 

was each a security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. 

129. By reason of the conduct described above, defendants Nicosia and Reininger, 

directly or indirectly:  (a) made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to sell, through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement has been in effect and 

for which no exemption from registration has been available; and/or (b) made use of the means 

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 40 of 42 PageID #: 40



41 
 

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

to sell, through the use or medium of a prospectus or otherwise, securities as to which no 

registration statement has been filed and for which no exemption from registration has been 

available. 

130. As a result, defendants Nicosia and Reininger violated Sections 5(a) and (c) of the 

Securities Act [15 U.S.C. §§77e(a) and (c)].   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Permanently restrain defendants Nicosia, Reininger, Di Carlo, and Touchard, their 

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

participation with them who receive actual notice of the injunction by personal service or 

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

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

5]. 

B. Permanently restrain defendants Nicosia and Reininger, their officers, agents, 

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

who receive actual notice of the injunction by personal service or otherwise, from violating 

Section 5 of the Securities Act [15 U.S.C. §§ 77e]. 

C. Order the Defendants to disgorge, with prejudgment interest, all ill-gotten gains 

obtained by reason of the unlawful conduct alleged in this Complaint; 

C. Order the Defendants to pay civil monetary penalties pursuant to 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)];  

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 41 of 42 PageID #: 41



42 
 

D. Enter an order barring the Defendants from participating in any offering of a 

penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and 21(d) of the 

Exchange Act [15 U.S.C. § 78u(d)]; 

E. Enter an order barring defendants Nicosia and Reininger from acting as officers or 

directors 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.SC. § 78o(d)]; 

F. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

G. Grant such other and further relief as this Court may deem just and proper. 

JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

 

DATED this 27th day of September, 2022. 

 

      Respectfully submitted, 

s/ Nita K. Klunder________ 
Nita K. Klunder  
David D’Addio* 
 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 

 
*Not admitted in the U.S. District Court for the Eastern District of New York  

Case 1:22-cv-05761   Document 1   Filed 09/27/22   Page 42 of 42 PageID #: 42