2026-02-04 sec-litreleases complaint 467 KB 51,901 chars

SEC v. Brett Rosen; Deborah Braun; David M. Massey; and RB Capital Partners, Inc., No. 3:26-cv-00361-AJB, Southern District of California (Feb. 4, 2026) — Complaint

raw: Defendants Brett Rosen (“Rosen”), Deborah Braun (“Braun”), David M. Massey

Defendants Brett Rosen (“Rosen”), Deborah Braun (“Braun”), David M. Massey, No. 3:26-cv-00361-AJB (Feb. 4, 2026)

Caption: SECURITIES AND EXCHANGE COMMISSION v. BRETT ROSEN, DEBORAH BRAUN, DAVID M. MASSEY, AND RB CAPITAL PARTNERS, INC.

Enriched metadata

Scheme: pump-and-dump (100%)
Court: Southern District of California
Case No.: 3:26-cv-00361-AJB
Victim loss: $11,300,000
Entity: RB Capital Partners, Inc.
Ticker: SIRC
CIK: 0002008733

Classified pump-and-dump(confidence 100%). EDGAR detection: forms S-8/S-1/424B/8-K· recall 69% / precision 12%. detection rule →

Extracted insights

Dollar amounts 41

$66.00M $66m $10M–$100M
$66.00M $66 million $10M–$100M
$45.76M $45,758,221 $10M–$100M
$43.03M $43,034,667 $10M–$100M
$33.00M $33 million $10M–$100M
$30.00M $30m $10M–$100M
$26.00M $26 million $10M–$100M
$21.06M $21,059,481 $10M–$100M
$15.00M $15 million $10M–$100M
$11.30M $11,300,000 $10M–$100M
$11.30M $11.3 million $10M–$100M
$10.50M $10.5 million $10M–$100M

Entities 5

company brett rosen, deborah braun, david m. massey, and rb capital partners, inc.
person fraudulent scheme
agency Securities and Exchange Commission
company solar integrated roofing corporation
person solar stock

Triples 9

Securities And Exchange Commission filed complaint against Brett Rosen, Deborah Braun, David M. Massey, and RB Capital Partners, Inc.
RB Capital Defendants engaged in fraudulent scheme
RB Capital Defendants promoted stock of Solar Integrated Roofing Corporation
RB Capital Defendants made undisclosed sales of Solar stock
RB Capital Defendants acquired Solar stock
RB Capital Defendants purchased promissory notes from Solar
RB Capital Defendants entered into six convertible note agreements
Solar allowed RB Capital Defendants to convert Notes to stock at lower rates
RB Capital Defendants falsely promoted Solar stock to the public

PDF

Defendants Brett Rosen (“Rosen”), Deborah Braun (“Braun”), David M. Massey · Source

Text layers

Extracted body text (51,901c)

Paul G. Gizzi (NYS BAR NO. 2505287)
Email: [email protected]
Kristine M. Zaleskas (NYS BAR NO. 2912657)
Email: [email protected]
Appearing Pursuant to Local Civil Rule 83.3(c)(3)

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-1100

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

against

BRETT ROSEN, DEBORAH BRAUN,
DAVID M. MASSEY, and RB CAPITAL
PARTNERS, INC.,

Defendants.

Case No.: _____________________

COMPLAINT

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
Defendants Brett Rosen (“Rosen”), Deborah Braun (“Braun”), David M. Massey
(“Massey”), and RB Capital Partners, Inc. (“RB Capital”) (collectively, “Defendants”),
alleges as follows:

'26CV0361 BJWAJB

SUMMARY
1. From at least January 2021 through at least June 2024 (the “Relevant

Period”), Defendants Rosen and RB Capital (together, the “RB Capital Defendants”)
engaged in a fraudulent scheme in which they used social media to promote the stock of a
struggling public company, Solar Integrated Roofing Corporation (“Solar”), while
simultaneously making massive, undisclosed sales of their own Solar stock at enormous
profits. As part of their fraudulent promotional scheme, the RB Capital Defendants
created the false impression that they were acquiring their own Solar stock at prices far
higher than what they actually paid for the stock.

2. During the Relevant Period, the RB Capital Defendants acquired Solar stock
by purchasing promissory notes from Solar that were convertible to Solar stock.

3. The RB Capital Defendants entered into six convertible note agreements (the
“Notes”), which purported to allow them to receive Solar stock at certain fixed
conversion rates, initially $3 per share and later $4.50 per share.

4. Contrary to the Notes’ stated terms, however, Solar subsequently allowed
the RB Capital Defendants to convert the Notes to stock at much lower conversion
rates—ranging from 14 cents ($0.14) per share to as little as $0.00005 per share, or half a
hundredth of a cent per share.

5. At the same time that the RB Capital Defendants were acquiring low-priced
Solar stock through the Notes conversions, they falsely and misleadingly promoted Solar
stock to the public on social media—including by telling the public that Solar was an
attractive, long-term investment; and by creating the false impression that they would
convert their Notes to Solar stock at the far higher conversion rates stated in the Notes. In
fact, directly contrary to their social media posts promoting Solar stock, the RB Capital
Defendants converted their Solar stock at the lower prices set forth above and sold them
into the open market for enormous profits, without disclosing their massive Solar stock
sales to the unsuspecting public.

6. Through their fraudulent scheme, the RB Capital Defendants pocketed
millions of dollars in illicit profits, acquiring over 1.6 billion shares of Solar stock at
secretly discounted prices—ranging from $0.00005 to $0.14 per share—and then selling
over 1.4 billion of these shares to the public at prices ranging from $0.0001 to $2.60 per
share.

7. Defendant Braun, a co-owner of RB Capital, was at all relevant times a
control person of RB Capital, and she provided substantial assistance to the RB Capital
Defendants in carrying out their fraudulent scheme to promote Solar stock to the public
while simultaneously selling it. For example, Braun tracked the RB Capital Defendants’
sales of Solar stock.

8. Additionally, in February 2023, Defendant Massey, Solar’s CEO, engaged in
fraudulent conduct regarding Solar–by directing Solar to issue a press release falsely
claiming that Solar had secured a $10 million a line of credit with a large national bank to
finance Solar’s working capital needs (the “Press Release”).

9. In fact, as Massey knew at the time of the Press Release, Solar had not
entered into any such credit facility with a financial institution.

10. The day after Solar issued the Press Release, Solar’s stock price rose by
40%, and the volume of Solar shares trading in the market skyrocketed by approximately
500% compared to the prior day’s trading volume.

11. The RB Capital Defendants intended the Press Release to create the
impression for investors and potential investors that Solar had been deemed creditworthy
by a large bank and had secured capital for its business.

VIOLATIONS
12. By virtue of the foregoing conduct and as alleged further herein, RB Capital

and Rosen have violated Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)], and Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5].

13. By virtue of the foregoing conduct and as alleged further therein, Braun:
(i) is liable as a control person under Exchange Act Section 20(a) [15 U.S.C. § 78t(a)] for
RB Capital’s violations of Exchange Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5
thereunder [17 C.F.R. §§ 240.10b-5]; and (ii) aided and abetted RB Capital’s and Rosen’s
violations of Securities Act Section 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and
77q(a)(3)] and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and
10b-5(c) thereunder [17 C.F.R. §§ 240-10b-5(a) and (c)].

14. By virtue of the foregoing conduct and as alleged further herein, Massey has
violated Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder
[17 C.F.R. § 240.10b-5(b)].

15. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts,
practices, transactions, and courses of business of similar type and object.

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
16. The SEC brings this action pursuant to the authority conferred upon it by

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange
Act Section 21(d) [15 U.S.C. § 78u(d)].

17. The SEC seeks a final judgment: (a) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the
violations alleged here and to pay prejudgment interest thereon, pursuant to Exchange
Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and
78u(d)(7)]; (c) ordering Defendants to pay civil money penalties pursuant to Securities
Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C.
§ 78u(d)(3)]; (d) permanently prohibiting Defendants from participating in any offering
of a penny stock, pursuant to Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; (e)
prohibiting Defendant Massey from serving as an officer or director of any company that
has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or

that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
pursuant to pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; and
(f) ordering any other and further relief the Court may deem just and proper.1

JURISDICTION AND VENUE
18. This Court has jurisdiction over this action pursuant to Securities Act

Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
19. Defendants, directly and indirectly, have made use of the means or

instrumentalities of interstate commerce or of the mails in connection with the
transactions, acts, practices, and courses of business alleged herein.

20. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C.
§ 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. Certain of the acts, practices,
transactions, and courses of business alleged in this Complaint occurred within this
District. For instance, Defendants reside and transact business in this District.

DEFENDANTS
21. Rosen, age 45, resides in La Jolla, California. Rosen and Braun, who are

married, own Defendant RB Capital. Rosen has used the Twitter handle
@BrettRosen325.2

22. Braun, age 44, resides in La Jolla, California. Braun has been the secretary
and co-owner of RB Capital since November 2017.

23. Massey, age 62, resides in Escondido, California. Massey was Solar’s CEO
from March 2016 until he resigned on May 15, 2023.

24. RB Capital is a California corporation based in La Jolla, California. In

1 The term “penny stock,” as used herein, is defined in Exchange Act Rule 3a51-1,
and refers generally to a security issued by a very small company that trades at less than
$5 per share.

2 Twitter changed its name to X during the relevant period. This Complaint refers
to it as Twitter throughout.

public documents, RB Capital has stated that it “is operated by its two managing partners,
Deborah Braun and Brett Rosen” or “is a family-owned business whose sole owners and
principals are a husband and wife residing in La Jolla, California.”

RELATED ENTITY
25. Solar is a Nevada corporation with its principal place of business in

Henderson, Nevada. It purports to be “an integrated, single-source solutions provider of
solar power, roofing systems and EV charging company specializing in commercial and
residential properties throughout North America.”

26. Solar had a class of common stock registered under Exchange Act Section
12(g) [15 U.S.C. 78l(g)] until April 14, 2023, when it filed a notice of deregistration (on
Form 15-12G) with the SEC. Its stock is quoted on OTC Link, an electronic inter-dealer
stock quotation system operated by OTC Markets Group Inc., under the ticker “SIRC.”
In its most recent annual report for the year ended December 31, 2023, filed on the OTC
Markets website on April 17, 2024, Solar reported total assets of $21,059,481 and total
liabilities of $45,758,221.

27. In its last disclosure report for the quarter ended September 30, 2024, posted
on the OTC Markets website on January 7, 2025, Solar reported total assets of
$8,995,339 and total liabilities of $43,034,667.

FACTS
I. Background

28. During the Relevant Period, RB Capital was owned, operated, and funded
solely by Rosen and Braun.

29. During the Relevant Period, RB Capital had no employees.
30. During the Relevant Period, RB Capital described itself in press releases as

“a private investment fund” whose “main investment focus . . . is on small and microcap
publicly traded companies trading on the OTC Markets, Nasdaq and New York Stock
Exchange.”

31. RB Capital stated at times in public press releases that it “predominantly

makes debt investments”; “is known for paying off any harmful convertible debt, giving
companies a real chance at success”; and “does NOT manage any outside money, nor
does it have any investors” (emphasis in original).

32. During the Relevant Period, the RB Capital Defendants were in the business
of acquiring low-price shares of microcap stock through convertible note agreements and
quickly selling the shares into the market.

33. RB Capital is a multi-million-dollar enterprise, with its sales of Solar stock
alone generating gross proceeds of at least $33 million during the Relevant Period.

34. Braun was generally included on Rosen’s communications with the issuers
about their investments.

35. Rosen routinely sent Braun draft documents for her review, including draft
funding proposals, draft press releases, and proposed “tweets” for issuers concerning RB
Capital’s investment in them.

36. Braun, along with Rosen, received regular transaction summaries from their
broker concerning RB Capital’s trading, including trades in SIRC.
II. The RB Capital Defendants Enter into Multiple Convertible Note Agreements
with Solar.

37. In January 2021, the RB Capital Defendants approached Solar about a
potential investment by RB Capital in Solar.

38. On January 23, 2021, for example, Rosen emailed Massey “we can get on a
call and Deborah and I will answer your questions.”

39. After negotiations with Solar about the investment, on January 24, 2021,
Massey emailed Rosen that his attorney had approved the initial financing proposal.
Rosen forwarded this email to Braun, who replied, “It’s happening. He’s so in!”

40. On January 25, 2021, Braun and Rosen both signed a term sheet outlining
RB Capital’s funding proposal to Solar.

41. The term sheet set out the elements of the proposed deal: that RB Capital
would “purchase an agreed upon amount of third-party, non-affiliate debt owed by

[Solar] and memorialized in the form of a convertible debenture (e.g., promissory note)
and evidenced on the Company’s financial statements” but then, “by way of addendum
with unanimous board approval, the promissory note conversion price is amended to an
agreed upon fixed price.”

42. The term sheet further stated, “all subsequent [investment] tranches will be
issued in the form of convertible promissory notes with a 5x valuation (or greater) to the
current price or a conversion price of roughly $3.00 per share.”

43. According to the term sheet, the then-current bid-ask price for Solar stock
was $0.59 / $0.60.

44. The term sheet also outlined the plan for additional rounds of investment by
RB Capital in exchange for additional convertible promissory notes.

45. Shortly thereafter, RB Capital loaned Solar $1 million in exchange for a
convertible note dated February 8, 2021 (the “February 8 Note”).

46. The February 8 Note provided RB Capital the right to “convert” the note’s
principal into shares of Solar.

47. Specifically, the February 8 Note provided for a conversion price of $3 per
share—meaning that RB Capital could convert the note and receive shares of Solar stock
at $3 per share in return for its $1 million investment plus interest, as described further
below.3

48. Braun was involved in drafting a planned press release about the February 8
Note. While the press release ultimately was not issued, Braun was an active participant
in the discussions about it.

49. On January 29, 2021, shortly after Massey agreed to RB Capital’s proposal,
Braun emailed him, saying: “Glad we are doing a deal together”; and attaching a sample
Solar press release for him to issue to announce RB Capital’s investment. When Massey

3 This Complaint refers to strike or exercise prices as “conversion prices.”

emailed his first draft of this press release to Rosen, Rosen replied, “I just sent it to
Deborah. Always include her on all emails.”

50. Additionally, Rosen and Braun both reviewed and edited Solar’s anticipated
press release concerning RB Capital’s funding proposal to Solar and agreed that the press
release should “somehow say that our investment into [Solar] is at a fixed conversion
price of $3.00.”

51. After Massey further edited the release, Rosen replied, “[a]s long as Deborah
signs off, then we are good to release tomorrow!” Braun then emailed Massey with her
edits to this proposed release, informing him that “[w]e are good to go with this version.”

52. Shortly after Solar and RB Capital had entered their funding agreement,
Rosen, cc:ing Braun, introduced Massey via email to a podcaster who covered OTC and
NASDAQ stocks.

53. After making the February 8 Note investment, the RB Capital Defendants
made five additional convertible note investments in Solar, from February 2021 through
May 2023 (together with the February 8 Note, the “Notes”). The first four of those Notes
included stated conversion prices of $3 per share, and the last two included stated
conversion prices of $4.50 per share.

54. The dates, loan amounts, and stated conversion prices for the last five of the
Notes were as follows: (1) February 18, 2021—$3,500,000 loan with a $3.00 conversion
price; (2) February 26, 2021—$4,500,000 loan with a $3.00 conversion price; (3) April
22, 2022—$800,000 loan with a $3.00 conversion price; (4) February 16, 2023—
$1,000,000 loan with a $4.50 conversion price; and (5) May 1, 2023—$500,000 loan
with a $4.50 conversion price.

55. The following table summarizes the Notes:

Date of Note Principal Amount Conversion Price

February 8, 2021 $1,000,000 $3.00/share

February 18, 2021 $3,500,000 $3.00/share

February 26, 2021 $4,500,000 $3.00/share

April 22, 2022 $800,000 $3.00/share

February 16, 2023 $1,000,000 $4.50/share

May 1, 2023 $500,000 $4.50/share

TOTAL $11,300,000

56. RB Capital wired the principal loan amounts stated in paragraph 54 above

from its bank account to Solar’s account (the “Wires”).
57. Braun personally ordered at least one of the Wires – for $4,500,000 on

February 26, 2021.
58. RB Capital’s total investment through the Notes was $11,300,000.
59. The Notes included various interest rates, ranging from 5% to 8%.
60. Interest accrued on the Notes, rather than being paid periodically.

III. The RB Capital Defendants Converted Their Notes to Solar Stock at Much
Lower Prices Than The Stated Conversion Prices.

61. Though the Notes contained stated conversion prices of $3 or $4.50 per
share, the RB Capital Defendants actually converted the Notes to Solar stock at much
lower conversion prices than those stated in the Notes.

62. The RB Capital Defendants converted the Notes to Solar stock by directing
Massey and Solar to lower the conversion price.

63. While serving as Solar’s CEO and sole director, Massey accommodated
each of the RB Capital Defendants’ directions to lower the Notes’ conversion prices by
executing written consents that approved addenda to the Notes. These addenda lowered
the conversion prices to fractions of the original prices.

64. In reducing the conversion prices, Massey acted solely at Rosen’s direction

and without corporate justification.
65. After receiving the necessary documentation from Massey to exercise the

notes at the lower price, Rosen submitted the paperwork to Solar’s transfer agent to
effectuate the conversion.

66. Braun was regularly included on email communications between the RB
Capital Defendants and Solar’s transfer agent, including regarding conversion of the
Notes’ conversion prices.

67. Following Massey’s resignation in May 2023, Solar management continued
to enable the RB Capital Defendants to convert the remaining Notes balances to Solar
stock at prices far below the Notes’ stated conversion prices.

68. By directing Solar to lower the Notes’ conversion prices, the RB Capital
Defendants were able to obtain a vast number of Solar shares at extremely low prices.

69. Defendants thus converted the Notes and acquired Solar shares at prices
ranging from 14 cents per share ($0.14) to $0.00005 per share, significantly less than the
Notes’ stated $3 or $4.50 conversion prices.

70. Using the Notes, the average conversion price that the RB Capital
Defendants paid for their Solar stock was $0.0045 per share (less than half a penny per
share)—one-thousandth of the Notes’ higher stated conversion price of $4.50.

71. In addition to the six Notes, Defendants purchased aged debt from an
existing Solar creditor (the “Aged Debt”).

72. On February 3, 2021, Defendants converted the Aged Debt into Solar shares.
73. The terms of the original Aged Debt agreement, which applied to the RB

Capital Defendants’ investment, set the stock conversion price at a 25% discount of Solar
stock’s closing price on the date of conversion.

74. Solar stock closed at $1.495 per share on February 3, 2021.
75. Therefore, as of February 3, 2021, the Aged Debt’s stated conversion price

was $1.12 per share.
76. In fact, Solar allowed Defendants to convert the Aged Debt as of February 3,

2021 at a tiny fraction of the Aged Debt’s stated conversion price: the RB Capital
Defendants converted it at $0.001 per share, or a mere tenth of a cent per share.

77. By converting the Aged Debt at $0.001 per share, Defendants acquired
13.8 million shares of Solar stock.

78. Between February 2021 and May 2024, by converting the Aged Debt and
the Notes, Defendants acquired a total of approximately 1,662,162,142 shares of Solar.

79. The conversion dates, number of shares converted, identification of the
relevant note, and conversion price for each of Defendant’s conversions of Solar stock
from February 2021 through May 2024, are listed in Appendix A to this Complaint,
which is incorporated herein by reference.

80. Rosen deposited the Solar shares that he converted from the Notes and Aged
Debt into brokerage accounts in the name, or for the benefit, of RB Capital.
IV. Rosen Promoted Solar as a Good Investment While Selling Over a Billion
Solar Shares.

81. During the Relevant Period, Rosen actively promoted microcap stocks on
social media, including through his Twitter account.

82. During the Relevant Period, Rosen used the handle @BrettRosen325 on
Twitter.

83. During the Relevant Period, Rosen’s Twitter biography sought to downplay
his efforts to promote various microcap stocks.

84. Specifically, at least during the Relevant Period, Rosen’s Twitter biography
contained the following statement: “I am the owner of RB Capital Partners, Inc. and I
mainly invest in small/micro cap public companies. My posts are NOT financial or
trading advice.”

85. Contrary to Rosen’s Twitter biography, many of his social media tweets
during the Relevant Period touted various microcap stocks, describing them as good
investment opportunities for his followers.

86. In addition, Rosen’s tweets during the Relevant Period held himself out as

an active, experienced, and careful investor.
87. From February 2021 through at least March 2024, Rosen tweeted about

Solar stock on dozens of occasions.
88. Throughout the Relevant Period, Braun was aware of Rosen’s tweets

because he “tagged” her account @deborahrachelb, and Braun occasionally publicly
retweeted his tweets touting stocks RB Capital owned.

89. During the Relevant Period, Rosen’s tweets frequently touted Solar stock as
a good investment.

90. Rosen’s Solar-related tweets generally promoted Solar as a valuable
company with a bright future. For example, on March 1, 2021, Rosen tweeted (tagging
Braun): “$sirc is disrupting the #solar & #EV markets with their new acquisitions, #EV
charging stations and uplist in the very near term! @solarintegrated @elonmusk $tsla
@deborahrachelb #evcharging”.

91. Rosen’s tweets also promoted Solar as a good long-term investment
opportunity. For example, on May 31, 2021, Rosen tweeted (again tagging Braun): “$sirc
is a sleeping giant with nasdaq style revenue and growth trajectory! Acquisitions like
crazy adding to their bottom line everyday! $sirc @SIRCStock @deborahrachelb
#SOLAR #EV”.

92. In his promotional tweets, Rosen also frequently included Solar on what he
described as a list of several good investment opportunities.

93. At the same time that Rosen was promoting Solar and encouraging others to
invest in it, the RB Capital Defendants were converting the Notes and Aged Notes at a
fraction of the stated conversion prices and selling those shares for significant profits.

94. Several of Rosen’s tweets falsely indicated that he was not selling Solar
stock when, in fact, he was simultaneously, or virtually simultaneously, selling it.

95. For example, on February 21, 2021, Rosen tweeted: “I invest millions in
companies of my own money and stay in them for years! $opti $sbfm $jetr $iswh $pctl
$sirc $psyc $gtxo. Just to name a few!”

96. The next day, February 22, 2021, the RB Capital Defendants sold at least
470,000 Solar shares for over $752,000—an average price of about $1.60 per share,
much more than the $0.001 per share at which Defendants had obtained Solar stock
through their conversions.

97. As further described in paragraph 90 above, on March 1, 2021, Rosen
tweeted about Solar’s “new acquisitions” and indicated that he believed Solar would
“uplist in the very near term!”

98. On the same day, March 1, 2021, the RB Capital Defendants sold at least
350,000 Solar shares for approximately $406,000—an average price of approximately
$1.16 per share.

99. The next day, on March 2, 2021, Rosen tweeted: “It looks like $sirc is in for
a nice little gap up this morning! I am expecting big movement in this stock over the next
week or so! $sirc #EV #solar #uplist”.

100. Later on March 2, 2021, Rosen tweeted the following: “$sirc can easily
make its way to $2+ in the short term.”

101. The same day, March 2, 2021, Defendants sold at least 325,000 Solar shares
for approximately $415,000—an average price of approximately $1.28 per share.

102. On August 23, 2022, Rosen tweeted, tagging Braun, “$SIRC won’t be a
small cap for long!” and “Good morning! It looks like $SIRC is going to gap up nicely
this morning on the news of their $66m in revenue for Q2!” meaning that Solar’s market
capitalization, or the total market value of all its outstanding shares of stock, would soon
grow significantly given its $66 million in revenue for the second quarter of 2022.

103. The same day, August 23, 2022, Rosen and RB Capital sold at least
1,793,993 Solar shares for approximately $760,000—an average price of approximately
$0.42 per share.

104. On August 24, 2022, when Solar stock was trading well below $1 per share,
Rosen tweeted (with emphasis added in bold but capitalization in original):

I can assure you that I want nothing more than for $SIRC to go back

to $3+ and I will NOT do anything to stand in the way!...#RBCapital
will NOT be dumping any shares into the open market! Our goal is
to reduce the debt and help $SIRC uplist to the #Nasdaq

105. That same day, August 24, 2022, Rosen and RB Capital sold at least
115,000 shares for approximately $42,000—an average price of approximately $0.37 per
share.

106. On August 25, 2022, Rosen tweeted: “I am still very bullish on $SIRC and I
am having breakfast this morning at my [sic] with [Solar CEO] Dave Massey and I will
update as much as [I] can!”

107. The same day, August 25, 2022, Rosen and RB Capital sold at least
1,318,598 shares for approximately $385,000—an average price of approximately $0.29
per share.

108. On September 21, 2023, Rosen tweeted: “$SIRC – I had a long call with
management yesterday and I am very impressed with their go-forward plan. I expect to
see @SIRCStock cash flow positive in the next 3 months!”

109. The next day, September 22, 2023, Rosen and RB Capital sold at least
3,982,180 shares for approximately $22,000—an average price of approximately $0.006
per share.

110. On December 25, 2023, Rosen tweeted: “I hope Everyone has a wonderful
holiday and let’s make 2024 an incredible year of success and profits!” Rosen then
tweeted several stock tickers, including Solar’s ticker SIRC.

111. From December 26 to 29, 2023, Rosen and RB Capital sold at least
33,500,000 shares for approximately $31,000—an average price of approximately
$0.0009 per share.

112. On February 10, 2024, Rosen tweeted:
The actual business of $SIRC is going better than ever. . . . The
problem is the 3(a)(10) [referring to a statutory mechanism whereby
certain securities may be sold in the market without having to meet

the usual registration requirements] which is dragging the share price
down on a weekly basis! I do believe that once the selling is over,
$SIRC will rebound very nicely!

113. From February 12 to 26, 2024, Rosen and RB Capital sold at least 7,549,499
shares for approximately $49,000—an average price of approximately $0.007 per share.

114. On March 14, 2024, after Solar hired a new CEO, Rosen tweeted:
I believe in $SIRC and I don’t feel the stock price is in any way
reflective of the true value of the company. I expect that [Solar CEO]
Brad [Rinehart] will post $30m+ in revenue this fiscal year so once
the debt is gone, this thing can fly again! I just think we are a long
way from the debt being cleared!

115. From March 14 to 22, 2024, Rosen and RB Capital sold at least 110 million
Solar shares for approximately $51,000—an average price of $0.0005 per share.

116. In total, from February 2021 through June 2024, the RB Capital Defendants
sold at least 1.4 billion shares of Solar stock, more than 80% of the approximately 1.6
billion Solar shares they had acquired through their stock conversions.

117. The RB Capital Defendants had acquired the Solar stock that they sold at an
average price of $0.0045 and sold those shares at an average price of $0.02.

118. From their sales of Solar stock during the Relevant Period, the RB Capital
Defendants obtained gross proceeds of over $33 million and total illicit profits of over
$26 million.

119. The RB Capital Defendants did not publicly disclose any of their Solar stock
sales; nor were they otherwise publicly disclosed.

120. During the Relevant Period, at the same time that he was promoting Solar
stock on social media, Rosen understood that it was illegal for him to encourage his
Twitter followers to purchase Solar shares without disclosing that he was selling them.

121. In June 2023, Rosen was recorded acknowledging that his practice of
“[t]elling people you’re not selling the stock when you’re selling it – that is a way to get

banned for life.”
122. As part of the fraudulent scheme, and through Rosen’s effective control of

Massey, the RB Capital Defendants knew or recklessly disregarded that Solar, as a public
company, would need to publicly disclose the existence of the Notes and their stated
conversion rates.

123. In its periodic reports published on the OTC Markets website during the
Relevant Period, Solar publicly disclosed the existence of the Notes, including the $3 or
$4.50 conversion price.

124. In addition, on at least several occasions from February 2022 to March 2023,
Rosen tweeted about the Notes on his Twitter account, including specifically their $3 or
$4.50 conversion price.

125. Rosen’s tweets were false and misleading because he failed to say that he
was simultaneously selling Solar stock.

126. For example, on February 17, 2022, Rosen tweeted the following about the
Solar Notes:

I don’t ‘collect’ the interest as in most cases it just accrues and then
also converts into $SIRC [Solar] common stock @ the $3/share
conversion price! I will most likely hold the debt until @SIRCStock
decides to pay it off in cash or uplist to the #NASDAQ. #RBCapital

127. On August 24, 2022, Rosen tweeted the following about the Solar Notes:
@illBuythatfora1 @xDCCBx @ggORgoldengod @SIRCStock My
$SIRC issuances are in the filing that just came out! There was an
addendum made (not a default provision) to the $1m note that altered
the conversion price to $0.14! #RBCapital has also provided
considerable additional funding to help with cash flow!
…
I can assure you that I want nothing more than for $SIRC to go back
to $3+ and I will not do anything to stand in the way!...#RBCapital

will NOT be dumping any shares into the open market. Our goal is
to reduce the debt and help $SIRC uplist to the #Nasdaq

128. On February 9, 2023, Rosen tweeted the following about the Solar Notes:
@LewisBobert @Helios70605396 @twsmith2824 @SIRCStock
Please don’t put words in my mouth. I lost millions in value on my
shares as evidenced by the conversion prices in the filings! I also lost
more than $2.25m on the LOC that hasn’t been paid in months! Not to
mention 8% on $2m is only $160,000 so it hardly helps even I had…

129. On March 13, 2023, Rosen tweeted the following about the Solar Notes:
@SpacTrader110 @SIRCStock I posted a picture of the promissory
note showing the $4.50 conversion price. Th [sic] note you are
referring to was restructured and $1.75m+ of debt was settled! $SIRC
also has an option to buy back those shares as they were to serve as
collateral against the $2m LOC!

130. Braun knew of, and substantially participated in, the RB Capital Defendants’
fraudulent scheme to promote Solar stock while simultaneously profiting by selling the
stock.

131. For example, during the Relevant Period, Braun reviewed a draft press
release and edited RB Capital’s funding proposal to Solar, directed RB Capital’s bank
account to wire funds to Solar, maintained schedules of the Solar convertible notes, and
tracked the RB Capital Defendants’ sales of Solar stock.

132. When providing substantial assistance to the RB Capital Defendants, Braun
was aware that Rosen was touting Solar stock on social media as a good long-term
investment while at the same time they were both secretly selling large amounts of the
RB Capital Defendants’ Solar stock.

133. At least one of Rosen’s Twitter followers who purchased Solar stock during
the Relevant Period lost money on their Solar investments.
V. Rosen, Braun, and RB Capital Engaged in Similar Conduct Involving At

Least One Additional Stock.
134. In addition to Solar, the RB Capital Defendants engaged in similar false and

misleading public touting and simultaneous stock sales involving at least one other stock.
135. Specifically, the RB Capital Defendants’ fraudulent scheme also involved

OTC stock BlockQuarry Corp. (“BlockQuarry”), formerly known as ISW Holdings Inc.
136. From early 2021 through at least 2023, the RB Capital Defendants, among

other things, acquired BlockQuarry shares through convertible notes, promoted the stock
to induce investors to buy shares, and at or about the same time, secretly sold their own
BlockQuarry stock at a profit.
VI. Solar’s Fraudulent Press Release

A. Massey Directed Solar to Issue a False Press Release.
137. In February 2023, while Massey was Solar’s CEO and sole director, Solar

was a struggling microcap issuer, and its stock was thinly traded.
138. On its website, Solar claimed to be “an integrated, single-source solutions

provider of solar power, roofing systems and EV charging company specializing in
commercial and residential properties throughout North America.”

139. After the close of trading on February 6, 2023, Solar, at Massey’s direction,
issued the Press Release, entitled “[Solar] Secures $10 million Revolving Credit Facility
with Top Four National Bank.”

140. The Press Release claimed that Solar had “secured a new $10 million
revolving credit facility with a top four national bank to finance the Company’s working
capital requirements, subject to customary closing conditions.”

141. The Press Release included quotes from Massey and identified him as
Solar’s CEO and Chairman.

142. The Press Release quoted Massey as saying that the purported credit facility
would help grow Solar: “[T]his new credit facility will provide greater financial
flexibility to invest in internal initiatives and support our next phase of growth.”

143. The Press Release further quoted Massey as follows: “The terms of the new

facility are favorable to SIRC and enhances [sic] our borrowing capacity at attractive
rates, reflecting our strong base of business and cost control efforts to reduce redundant
expenses.”

144. The Press Release was false because, at the time Solar issued it, Solar had
not entered into a credit facility with any bank or financial institution, much less “a top
four national bank.”

145. At the time Solar issued the Press Release, and as alleged further below,
Massey knew that Solar had not entered into a credit facility with any bank or financial
institution, much less “a top four national bank.”

146. Massey issued the false Press Release due to Solar’s need for additional
funding.

147. Specifically, as alleged further below, after issuing the press release, Massey
and Rosen sought to secure funding for Solar from a potential investor.

148. On February 6, 2023, Solar’s stock traded at a price of $0.0598 per share at
the market’s close, with an intraday high price of $0.0616 per share.

149. Solar issued the Press Release after the close of trading that day.
150. On February 7, 2023, the next day, Solar stock traded at a price of $0.06 per

share when the market opened.
151. Over the course of the day, Solar’s stock hit a high price of $0.084 per share,

an approximate 40% increase in Solar’s share price over the closing price on February 6,
and an approximate 36% increase in Solar’s intraday high price on February 6.

152. Solar’s trading volume also skyrocketed on February 7, 2023.
153. The number of Solar shares traded increased from around 8 million shares

on February 6 to more than 47 million shares on February 7—an approximate 500%

2821

increase in Solar’s trading volume.4
B. Massey and Rosen Subsequently Attempted to Arrange Financing.
154. After Solar falsely announced the existence of a credit facility in the Press

Release, Massey and Rosen attempted to secure such financing but were unable to do so.
155. On approximately February 9, 2023—three days after Solar had issued the

Press Release at Massey’s direction—Rosen made an initial pitch about Solar as an
investment opportunity to an individual (“Individual A”), whom Rosen understood was
someone who reviewed potential investments for an investor client.

156. Rosen had previously represented to Individual A that he had himself
invested about $15 million in Solar.

157. In fact, Rosen had only invested approximately $11.3 million in Solar.
158. Rosen suggested to Individual A that Solar might be a good investment

opportunity for one of Individual A’s clients.
159. Shortly after his initial pitch on February 9, 2023 Rosen set up a further

pitch meeting with Individual A.
160. On multiple occasions after February 9, 2023, Rosen, Braun and Massey met

with Individual A.
161. During these meetings, Massey and Rosen pitched Individual A about

having his client make a $10.5 million loan to Solar.
162. Massey and Rosen pitched a proposed $10.5 million loan that would

supposedly work as follows: (i) Solar would deposit the $10.5 million loan proceeds in its
operating account but would not spend any of the money for operations or otherwise; and
(ii) Solar would instead use the $10.5 million loan proceeds to “collateralize” a credit
facility that Solar was purportedly negotiating with a large, well-known financial

4 After the press release was issued and Solar’s stock price increased, the RB Capital
Defendants sold 1,250,000 shares of Solar for gross sales proceeds of approximately
$87,000.

institution (the “Financial Institution”).
163. Massey and Rosen spent several weeks in or about February and March

2023 attempting to persuade Individual A to get his client to loan $10.5 million to Solar.
164. In addition to his desire for financing for Solar, Massey believed that Solar

would benefit from any profits that Rosen derived from his securities trading or other
involvement with Solar.

165. In or about February 2023, while Massey and Rosen were pitching
Individual A on a loan to Solar, Individual A asked Massey for confirmation that Solar
was committed to pursuing the deal with the Financial Institution.

166. In response, Massey made statements showing that he knew that the Press
Release was false when issued.

167. In a recorded telephone call, Massey also told Individual A that he did not
want Solar to have to issue a corrected press release: “Well, we already announced that
we got approval, so I’d hate to go back.”

168. While Massey and Rosen were trying to convince Individual A to have his
client make the $10.5 million loan to Solar, Rosen emphasized to Individual A the value
of Solar being able to announce a credit facility with a major bank like the Financial
Institution.

169. In a recorded telephone call in early March 2023, Rosen stated to Individual
A: “Solar is an OTC company…it’s pretty much unheard of that [the Financial
Institution] gives loans to pink sheet companies. I’ve never seen it ever, in my entire
career…. I think the impact of [the Financial Institution] being the lender, rather than,
like, you know, Tony Baggadonuts…the impact that it will have on the stock will be
enormous.”

170. When he resigned in May 2023, Massey still had not secured the type of
funding Solar had announced in the Press Release.

171. Since Massey’s departure, Solar has still not secured such a credit facility.
172. While he remained CEO, Massey failed to retract or correct the false Press

Release.

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

(Rosen and RB Capital)
173. The SEC re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 172.
174. Defendants Rosen and RB Capital, directly or indirectly, singly or in

concert, in the offer or sale of securities and by the use of the means or instruments of
transportation or communication in interstate commerce or the mails, (1) knowingly or
recklessly have employed one or more devices, schemes or artifices to defraud, (2)
knowingly, recklessly, or negligently have obtained money or property by means of one
or more untrue statements of a material fact or omissions of a material fact necessary in
order to make the statements made, in light of the circumstances under which they were
made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in
one or more transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.

175. By reason of the foregoing, Defendants Rosen and RB Capital, directly or
indirectly, singly or in concert, have violated and, unless enjoined, will again violate
Securities Act Section 17(a) [15 U.S.C. § 77q(a)].

SECOND CLAIM FOR RELIEF

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Rosen and RB Capital)

176. The SEC re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 172.

177. Defendants Rosen and RB Capital, directly or indirectly, singly or in
concert, in connection with the purchase or sale of securities and by the use of means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national
securities exchange, knowingly or recklessly have (i) employed one or more devices,

schemes, or artifices to defraud, (ii) made one or more untrue statements of a material
fact or omitted to state one or more material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading, and/or (iii) engaged in one or more acts, practices, or courses of business
which operated or would operate as a fraud or deceit upon other persons.

178. By reason of the foregoing, Defendants, directly or indirectly, singly or in
concert, have violated and, unless enjoined, will again violate Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

THIRD CLAIM FOR RELIEF

Control Person Liability for Violations of
Exchange Act Section 10(b) and Rules 10b-5

(Braun)
179. The SEC re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 172.
180. As alleged above, RB Capital violated Exchange Act Section 10(b) and Rule

10b-5 thereunder [17 C.F.R. § 240.10b-5].
181. At all relevant times, Braun controlled RB Capital and was a culpable

participant in RB Capital’s violations of Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

182. By reason of the foregoing, Braun is liable as a controlling person pursuant
to Exchange Act Section 20(a) [15 U.S.C. § 78t(a)] for RB Capital’s violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5 thereunder [17 C.F.R.
§ 240.10b-5)].

FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of

Securities Act Section 17(a)(1) and (3)
(Braun)

183. The SEC re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 172.
184. As alleged above, Rosen and RB Capital violated Sections 17(a)(1) and (3)

of the Securities Act [15 U.S.C. §§ 77q(a)(1) and (3)].
185. Braun knowingly or recklessly provided substantial assistance to Rosen and

RB Capital with respect to their violations of Securities Act Sections 17(a)(1) and (3) [15
U.S.C. §§ 77q(a)(1) and (3)].

186. By virtue of the foregoing Braun is liable pursuant to Securities Act Section
15(b) [15 U.S.C. § 77o(b)] for aiding and abetting Rosen’s and RB Capital’s violations of
Section 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and (3)] and,
unless enjoined, will continue to aid and abet these violations.

FIFTH CLAIM FOR RELIEF

Aiding and Abetting Violations of
Exchange Act Section 10(b) and Rules 10b-5(a) and (c) Thereunder

(Braun)
187. The SEC re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 172.
188. As alleged above, Rosen and RB Capital violated Exchange Act Section

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

189. Braun knowingly or recklessly provided substantial assistance to Rosen and
RB Capital with respect to their violations of Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].

190. By virtue of the foregoing, Braun is liable pursuant to Exchange Act Section
20(e) [15 U.S.C. § 78t(e)] for aiding and abetting Rosen’s and RB Capital’s violations of
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder
[17 C.F.R. §§ 240.10b-5(a) and (c)] and, unless enjoined, will again aid and abet these
violations.

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

(Massey)
191. The SEC re-alleges and incorporates by reference here the allegations in

paragraphs 1 through 36, 137 through 172.
192. Defendant Massey, directly or indirectly, singly or in concert, in connection

with the purchase and sale of securities and by use of means or instrumentalities of
interstate commerce, or the mails, or the facilities of a national securities exchange,
knowingly and recklessly has made one or more untrue statements of a material fact or
omitted to state one or more material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading,

193. By reason of the foregoing, Defendant Massey, directly or indirectly, singly
or in concert, has violated and, unless enjoined, will again violate Exchange Act Section
10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court enter a Final
Judgment:

I.
Permanently enjoining Defendants Rosen, Braun, and RB Capital and their agents,

servants, employees and attorneys and all persons in active concert or participation with
any of them from violating, directly or indirectly, Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)], and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];

II.
Permanently enjoining Defendant Massey and his agents, servants, employees and

attorneys and all persons in active concert or participation with any of them from
violating, directly or indirectly, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)];

III.
Ordering Defendants to disgorge all ill-gotten gains they received directly or

indirectly, with pre-judgment interest thereon, as a result of the alleged violations,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C.
§§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];

IV.
Ordering Defendants to pay civil monetary penalties under Securities Act Section

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

Permanently prohibiting Defendants from participating in any offering of a penny
stock, including engaging in activities with a broker, dealer, or issuer for purposes of
issuing, trading, or inducing or attempting to induce the purchase or sale of any penny
stock, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];

VI.
Permanently prohibiting Massey from serving as an officer or director of any

company that has a class of securities registered under Exchange Act Section 12 [15
U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15
U.S.C. § 78o(d)], pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];

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

JURY DEMAND

The SEC demands a trial by a jury.
Dated: January 21, 2026

Respectfully submitted,

/s/ Paul G. Gizzi
______________________
Paul G. Gizzi ([email protected])
Kristine M. Zaleskas ([email protected])
Appearing Pursuant to Local Civil Rule 83.3(c)(3)

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
212-336-1100

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