SEC v. RONALD BAUER A/K/A RONALD J. BAUER; RONALD JACOB BAUER; CRAIG JAMES AURINGER; ALON FRIEDLANDER; MASSIMILANO POZZONI; DANIEL MARK FERRIS, et al., Southern District of New York (Apr. 18, 2022) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
    Plaintiff,
 v.

RONALD BAUER A/K/A RONALD J.
BAUER and RONALD JACOB BAUER,
CRAIG JAMES AURINGER, ALON
FRIEDLANDER, MASSIMILIANO
(“MAX”) POZZONI, DANIEL MARK
FERRIS, PETAR DMITROV
MIHAYLOV, DAVID SIDOO and ADAM
CHRISTOPHER KAMBEITZ,

    Defendants.

Case No. 1:22-cv-3089

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against defendants Ronald Bauer a/k/a Ronald J. Bauer and Ronald Jacob Bauer
(“Bauer”), Craig James Auringer (“Auringer”), Alon Friedlander, Massimilano (“Max”) Pozzoni
(“Pozzoni”), Daniel Mark Ferris (“Ferris”), Petar Dmitrov Mihaylov (“Mihaylov”), David Sidoo
(“Sidoo”), and Adam Christopher Kambeitz (“Kambeitz”) (collectively, the “Defendants”).
1. This case concerns a fraudulent scheme comprising a series of highly profitable
“pump-and-dumps” of the stock of at least seventeen publicly-traded companies (“Issuers”)
quoted on U.S. markets.
2. From at least 2006 and continuing until at least 2020 (the “Relevant Period”), the
Defendants formed and acted in various combinations (or “Rings”), on a serial basis, to
(a) amass a controlling interest in an Issuer; (b) conceal their collective control of the stock of the

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Issuer; (  c) fund misleading promotional campaigns to increase investor interest in purchasing the
Issuer’s stock; and (d) then exploit the buy-side demand they had created by collectively
unloading their shares of the stock on unsuspecting retail investors, thereby reaping millions in
illicit gains.  Following each such fraud, Defendants divided most of their profits while
reinvesting a portion thereof into their next pump-and-dump scheme.  Over the Relevant Period
the Defendants garnered more than $145 million in illicit proceeds.
3. For all but t wo of these pump-and-dumps, the primary strategist was Defendant
Bauer, a London-based recidivist.  Bauer oversaw nearly every aspect of the scheme and most
frequently called upon the other Defendants to, among other things, acquire control of the Issuer,
arrange for the issuance of shares, and conduct promotional activity.   As referred to herein, the
“Bauer Ring” was the most prolific of the Rings and included Defendants Bauer, Auringer,
Friedlander, Pozzoni and, beginning around 2010, Defendants Kambeitz and Ferris.
1
  Over the
Relevant Period, the Bauer Ring perpetrated the scheme with respect to at least seven Issuers.
4. A second Ring, comprising the Bauer Ring members plus Defendant Sidoo (the
“Sidoo & Bauer Ring Coalition”), perpetrated pump-and-dumps with respect to at least two other
Issuers.  A third Ring, comprising the Bauer Ring members plus Defendant Mihaylov (the
“Mihaylov & Bauer Ring Coalition”), executed two more pump-and-dumps.  And a fourth Ring,
involving Bauer and Ferris (the “Bauer-Ferris Duo”), perpetrated four more pump-and-dumps.
Apart from Bauer, Mihaylov and Ferris each also engaged in his own pump-and-dump fraud
(sometimes with the assistance of others).
5. The following table provides an overview of the serial schemes alleged in this
Complaint, including each respective pump-and-dump’s participants:

1
 Ferris left the Bauer Ring in or about 2018.  Kambeitz remains active in the Bauer Ring.

3

Issuer
Minimum
Date Range
of Illicit
Share Sales
Approximate
Minimum
Illicit
Proceeds
Bauer

Auringer
Friedlander

Pozozoni
Kambeitz

Ferris

Mihaylov
Sidoo
Defendant(s) Involved in the Fraud
Bauer Ring Frauds
Black Stallion Oil and
Gas Inc.
Oct. 2014 –
Nov. 2016
$3.5 million X X X X X X
PetroTerra Corp.
May 2014 –
Sept. 2016
$3.96 million X X X X X X
Virtus Oil & Gas Corp.
Feb. 2014 –
Jan. 2015
$23.1 million X X X X X X
Gray Fox Petroleum
Corp.
Nov. 2013 –
Aug. 2014
$11.8 million X X X X X X
Bison Petroleum Corp.
Feb. 2013 –
Sept. 2015
$2.36 million X X X X X X
Lone Star Gold Inc.
Aug. 2011 –
Jan. 2013
$4.9 million X X X  X X
True North Energy Corp.
April 2006 –
May 2007
$40.23 million X X X X
Sidoo & Bauer Ring Coalition Frauds
North American Oil &
Gas Corp.
July 2013 –
Aug. 2014
$15.23 million X X   X   X
American Helium Inc.
Mar. 2018 –
Feb. 2020
$1.45 million X X X X X   X
Mihaylov & Bauer Ring Coalition Frauds
Cantabio
Pharmaceuticals Inc.
Nov. 2015 –
Oct. 2018
$2.56 million X X X  X X X
Steampunk Wizards Inc.
Aug. 2015 –
Nov. 2016
$3.29 million X X X X X  X
Bauer-Ferris Duo Frauds
Polar Petroleum Corp.
Apr. 2013 –
June 2013
$12.4 million X     X
Patriot Berry Farms Inc.
Aug. 2013 –
Feb. 2016
$425 thousand X     X
Black River Petroleum
Corp.
Apr. 2014 –
May 2014
$417 thousand X     X
Cyberfort Software Inc.
Nov. 2016 –
Dec. 2018
$1.37 million X     X
Mihaylov Fraud
Lifelogger Technologies
Corp.
Mar. 2014 –
May 2016
$12.15 million       X
Ferris Fraud
Blue Eagle Lithium Inc.
Aug. 2018 –
Aug. 2019
$5.95 million      X

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6. Defendants, in the execution of these schemes, often relied on the services of
offshore financial firms, typically Swiss-based ( hereinafter “Offshore Platforms”), to conceal
their control of shares and their collective activities with respect to each Issuer.  They also used
front companies and omnibus vehicles
2
 administered by the Offshore Platforms to help them
commit their fraud.  Through such means, Defendants hid their coordinated efforts from
gatekeepers (transfer agents and brokers) who otherwise would have treated their shares as
restricted stock, which could not have been freely purchased, sold or transferred in the retail
market.  Defendants also flouted
 their affirmative obligations under the federal securities laws, as
controlling shareholders, to report their holdings, trading, and agreements as to the same, and, by
so doing, hid their coordinated efforts from investors.

7. As a result of the conduct alleged in this Complaint, each of the Defendants
violated Sections 17(a)(1) and (3) of the Securities Act of 1933 (“Securities Act”), Section 10(b)
of the Securities Exchange Act of 1934 (“Exchange Act”),  and Rules 10b-5(a) and (c)
thereunder.  Each of the Defendants also violated Sections 5(a) and 5(c) of the Securities Act.
8. The Commission seeks permanent injunctions against the Defendants, enjoining
each from engaging in the transactions, acts, practices, and courses of business alleged in this
Complaint; disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest pursuant to Section 21(d) of the Exchange Act;
civil penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the
Exchange Act; an order barring each Defendant from participating in any offering of a penny
stock, pursuant to Section 20(g) of the Securities Act and/or Section 21(d) of the Exchange Act;
officer/director bars pursuant to Section 21(d)(2) of the Exchange Act; conduct-based injunctions

2
 An “omnibus vehicle” is one that effects securities trades and money movements on behalf of multiple different
clients, typically using accounts at multiple banks and brokerage houses.

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enjoining each Defendant from directly or indirectly participating in the issuance, purchase,
offer, or sale of any security; and such other relief as the Court may deem appropriate.
JURISDICTION AND VENUE
9. This Court has subject matter 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), 78aa].
10. 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 Southern
District of New York, and were effected, directly or indirectly, by making use of means or
instrumentalities in interstate commerce, or the mails.  For example, retail investors residing
within this District purchased stock in each of the Issuers, which are discussed below; shares in
virtually all of the Issuers discussed below were, in furtherance of the scheme, delivered to
custodial firms headquartered within this District; and virtually all wire transfers in furtherance
of the scheme passed through banks headquartered in this District.
DEFENDANTS
11. Ronald Bauer a/k/a Ronald J. Bauer and Ronald Jacob Bauer (“Bauer”), age
47, is a citizen of Canada and the United Kingdom, and is believed to be residing in the United
Kingdom.  As detailed below, Bauer oversaw and coordinated virtually every aspect of every
penny stock fraud perpetrated by the various groups he led.  Bauer undertook the acts alleged
herein after the February 2006 entry of a final judgment against him, by consent, in the
settlement of an SEC enforcement action involving a similar penny stock fraud scheme.  See
SEC v. Bauer, No. 05-cv-0426 (N.D. Tex., filed March 2, 2005).

6

12. Craig James Auringer (“Auringer”), age 51, is a Canadian citizen believed to
be residing in the United Kingdom.  As detailed below, Auringer’s primary role was arranging
promotional campaigns touting various stocks, including, since around 2010, overseeing such
promotional activity through Kambeitz.  Auringer a lso used offshore omnibus vehicles and front
companies to conceal the fact that he was the beneficiary of illegal stock sales, and failed both to
disclose his beneficial ownership and trading and to register his stock sales as legally required.
13. Alon Friedlander (“Friedlander”), age 49, is a German citizen believed to be
residing in the United Kingdom.  As detailed below, his roles included identifying purported
petroleum, mineral and other interests to ultimately exploit through Bauer Ring pump-and-
dumps, a  s well as to advance funds to cover expenses and to direct the corporate actions of
various Issuers during such frauds.    Friedlander also used offshore omnibus vehicles and front
companies to conceal the fact that he was the beneficiary of stock sales, and failed both to
disclose his beneficial ownership and trading and to register his stock sales as legally required.
14. Massimiliano “Max” Pozzoni Lundie (“Pozzoni”), age 46, is a dual citizen of
Italy and Chile believed to be residing alternately between the United Kingdom and Spain.
Initially, Pozzoni served as a complicit figurehead officer/director of various Issuers whose stock
was the subject of fraudulent Bauer Ring pump-and-dumps, including at least one – True North
Energy Corp. – from which he secretly received at least $2 million in stock sale proceeds in a
Swiss bank account he controlled.  Pozzoni also used offshore omnibus vehicles and front
companies to conceal the fact that he was the beneficiary of stock sales, and failed both to
disclose his beneficial ownership and trading and to register his stock sales as legally required.
15. Daniel Mark Ferris (“Ferris”), age 40, is a citizen of the United Kingdom
believed to be residing in Monaco.  Like Pozzoni, Ferris initially served as a complicit

7

figurehead officer/director of various issuers (including Lone Star Gold and Virtus Oil & Gas)
whose stocks w ere the subject of Bauer Ring pump-and-dumps.  In 2019, Ferris perpetrated his
own penny stock pump-and-dump (Blue Eagle Lithium) that was halted by a Commission
trading suspension.  Ferris committed virtually all of his acts encompassed by this Complaint
after the Commission, in 2013, suspended trading in one of the stocks (Polar Petroleum) that was
the subject of a fraud perpetrated with Bauer.  Like others, Ferris used offshore omnibus vehicles
and front companies to conceal that he was the beneficiary of stock sales,  and failed both to
disclose his beneficial ownership and trading and to register his stock sales as legally required.
16. Petar Dmitrov Mihaylov (“Mihaylov”), age 42, is a Bulgarian citizen believed
to be residing in Bulgaria.  As detailed below, he partnered with the Bauer Ring on at least two
fraudulent pump-and-dumps – Steampunk Wizards Inc. and Cantabio Pharmaceuticals Inc. – and
perpetrated at least one pump-and-dump (Lifelogger Technologies Corp.) apart from Bauer.
Mihaylov engaged in the conduct described herein after the September 2012 entry of a final
judgment against him, by consent, in the settlement of an SEC enforcement action involving a
similar penny stock fraud.  See SEC v. Homeland Safety International Inc. et al., No. 08-cv-1187
(N.D. Tex., filed July 15, 2008).  Like others, Mihaylov used offshore omnibus vehicles and
front companies to conceal that he was the beneficiary of stock sales, and failed both to disclose
his beneficial ownership and trading and to register his stock sales as legally required.
17. David Sidoo (“Sidoo”), age 62, is a Canadian citizen believed to be residing in
Canada.  For at least eight years during the 1990s, Sidoo worked as a stockbroker in Vancouver,
British Columbia, Canada.  As detailed below, he joined in perpetrating at least two Sidoo &
Bauer Ring Coalition frauds (North American Oil & Gas Corp. and American Helium Inc.).
Like others, Sidoo used offshore omnibus vehicles and front companies to conceal the fact that

8

he was the beneficiary of stock sales, and failed both to disclose his beneficial ownership and
trading and to register his stock sales as legally required.
18. Adam Christopher Kambeitz (“Kambeitz”), age 47, is a Canadian citizen
believed to be residing in the Cayman Islands.  A subordinate member of the Bauer Ring,
Kambeitz’s role, since 2010, was to arrange materially misleading promotional campaigns for
various issuers that were the subject of Bauer Ring and Sidoo & Bauer Ring Coalition pump-
and-dumps.  To that end, Kambeitz routinely established and retired various different offshore
front companies that each served as the purported paying party for promotional campaigns.
Kambeitz also engaged in inherently deceptive conduct in furtherance of the scheme that
included (a) routing payments to media companies through two different offshore accounts he
controlled and (b) making material misrepresentations to foreign banks.
RELATED PARTIES

I. ISSUERS USED AS INSTRUMENTS FOR THE FRAUDS DESCRIBED HEREIN
19. Virtus Oil & Gas Corp. (CIK 0001478725), known as Curry Gold Corp until
August 2013 (“Virtus Oil & Gas” or “Virtus”), was at all relevant times a Nevada corporation
headquartered in Los Angeles, California purportedly in the business of acquisition and
exploration of oil and gas properties in Utah and other western states.  The company filed a Form
8-A12G on October 17, 2011 to register its common stock under Exchange Act Section 12(g).
On April 26, 2019, the Commission issued an order revoking that registration.  Virtus’s
securities were quoted on OTC Link
3
 under the symbol “VOIL,” and it filed periodic reports
with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).

3
 OTC Link is an interdealer quotation, messaging, and trading system for broker-dealers provided by OTC Link
LLC, a wholly-owned subsidiary of OTC Markets Group.

9

20. North American Oil & Gas Corp. (CIK 0001515635), known as Calendar
Dragon Inc. until November 2012 (“North American Oil”), was at all relevant times a Nevada
Corporation headquartered in Ventura, California, purportedly in the business of acquisition and
exploration of oil and gas properties in California.  The company filed a Form 8-A12G on
December 6, 2012 to register its common stock under Exchange Act Section 12(g).  On October
4, 2017, the Commission issued an order revoking that registration.  North American Oil’s
securities were quoted on OTC Link under the symbol “NAMG,” and it filed periodic reports
with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).
21. American Helium Inc. (“American Helium”) was at all relevant times a
Canadian corporation headquartered in Vancouver, British Columbia, Canada, purportedly in the
business of exploring for and developing helium assets in Utah.  The company’s common stock
has been quoted on the OTC Link under the symbol “AHELF,” and it has had five market
makers, all headquartered in New York City.
22. Steampunk Wizards Inc. (CIK 0001557798), known as Freedom Petroleum Inc.
until July 2015, and known as Tianci International Inc. since November 3, 2016 (“Steampunk”),
is a Nevada corporation headquartered in Los Angeles, California that, at all relevant times, was
purportedly in the business of developing games and gaming technology.  Steampunk’s
securities were quoted on OTC Link under the symbol “SPWZ,” and it filed periodic reports with
the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).
23. Polar Petroleum Corp. (CIK 0001520320), known as Post Data Inc. until
October 2012 (“Polar”), was at all relevant times a Nevada corporation headquartered in
Anchorage, Alaska, purportedly in the business of oil and gas exploration, development and
production in the state of Alaska.  Polar’s securities were quoted on OTC Link under the symbol

10

“POLR,” and it filed periodic reports with the Commission, including Forms 10-K and 10-Q,
pursuant to Exchange Act Section 13(a).  On June 10, 2013 – while Bauer’s and Ferris’s Polar
fraud was ongoing – the Commission issued an order suspending trading in Polar’s stock.
24. Lifelogger Technologies Corp. (CIK 0001567771), known as Snap Online
Marketing Inc, until December 2013 (“Lifelogger”), was at all relevant times a Nevada
Corporation headquartered in Palm Beach Gardens, Florida, purportedly in the business of
providing an “enhanced media experience for consumers by augmenting videos, livestreams and
photos with additional context information and providing a platform that makes it easy to find
and use that data when viewing or sharing media.”  The company filed a Form 8-A12G on
September 4, 2015 to register its common stock under Exchange Act Section 12(g).  Lifelogger’s
securities were quoted on OTC Link under the symbol “LOGG,” and it filed periodic reports
with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).
25. Blue Eagle Lithium Inc. (CIK 0001557668), known as Wishbone Pet Products
Inc. until May 2018 (“Blue Eagle”), was at all relevant times a Nevada Corporation
headquartered in Henderson, Nevada, purportedly in the business of acquisition and development
of early-stage lithium exploration opportunities in Nevada.  The company filed a Form 8-A12G
on February 23, 2016 to register its common stock under Exchange Act Section 12(g).  Its
securities were quoted on OTC Link under the symbol “BEAG,” and it filed periodic reports
with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).
On July 1, 2019, the Commission issued an order suspending trading in Blue Eagle’s stock.
II. OFFSHORE PLATFORMS
26. Blacklight S.A.  (“Blacklight”) was, from 2010 through 2019, a financial
services firm headquartered in Geneva, Switzerland that actively specialized in depositing and

11

liquidating stock through various foreign brokerage firms.  Apart from Sidoo, each of the
Defendants was a Blacklight client, who used Blacklight-administered vehicles for securities
trading, money movements, or both, relating to most of the frauds described herein.
27. As used herein, the “Asia Platform” refers to a  collection of nine omnibus
vehicles that had banking and trading accounts in Hong Kong, China and/or Singapore, all
administered by Canadians Steve Mako Bajic and Rajesh Taneja, and that specialized in
depositing and liquidating stock.
4
  By 2015, Blacklight ran portions of its clients’ (including the
Bauer Ring’s) penny stock frauds through the Asia Platform, with the two platforms sharing in
the resulting commissions.
28. As used herein, “Swiss Platform No. 1” refers to two affiliated financial services
firms headquartered in Zurich, Switzerland and St. Ouen, Isle of Jersey, which specialized in
depositing and liquidating stock and operated from at least 2011 until at least late 2017 (when
one of its principals was enjoined in a Commission enforcement action).
5
  All members of the
Bauer Ring were Swiss Platform No. 1 clients, who used vehicles administered by Swiss
Platform No. 1 for securities trading, money movements, or both, in connection with the pump-
and-dumps alleged herein.  Although Swiss Platform No. 1 generated dozens of front company
names that its clients (including the Bauer Ring) used as nominal holders of stock certificates, all

4
 On January 2, 2020, the SEC filed suit against (among other defendants) Bajic, Taneja, and eight of the companies
comprising the Asia Platform.  SEC v. Bajic et al., Lit. Rel. No. 24712/Jan. 10, 2020.  Final judgments have since
been entered against Taneja and each of the Asia Platform entity defendants.

5
 The respective principals of the two firms comprising Swiss Platform No. 1, Daniel Lacher and Wayne Weaver,
were named in Commission enforcement actions for securities fraud and other violations.  Weaver was sued on
November 17, 2015 (SEC v. Jammin Java Corp et al, Civil Action No. 2:15-cv-08921 (C.D. Cal. Filed Nov 17,
2015)); Lacher was sued on November 17, 2018 (SEC v. Morrie Tobin et al, Civil Action No. 1:18-cv-12451
(D.Mass. filed Nov 27, 2018)).  A final judgment imposing permanent injunctions and a penny stock bar against
Weaver, and ordering him to pay monetary remedies totaling $57 million, was entered on October 2, 2017 and, on
May 8, 2019, affirmed on appeal.  See SEC v. Wayne S.P. Weaver et al. No. 17-56423 (9
th
 Cir. May 8, 2019).  The
Commission’s case against Lacher remains pending.

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such stock was ultimately deposited and sold through a Swiss Platform No. 1-administered
omnibus vehicle named Alabron Capital Corp (which was called Vantage Securities Inc. until
June 18, 2014) (hereinafter “Vantage/Alabron”).  For money movements, Swiss Platform No. 1
used at least three omnibus vehicles:  Vantage/Alabron, Provido Ventures Inc. (“Provido”),
and Blue Leaf Capital Ltd (“Blue Leaf Capital”).
29. As used herein, “Swiss Platform No. 2” refers to a financial services firm
headquartered in Geneva, Switzerland that specialized in depositing and liquidating stock and
operated from at least 1998 until at least August 2016.  At least five members of the Bauer Ring
(Bauer, Auringer, Friedlander, Pozzoni and Ferris), plus Sidoo, were clients of Swiss Platform
No. 2, from as early as 2004 onward, and each used vehicles administered by it for securities
trading, money movements, or both, in connection with the pump-and-dumps detailed herein.
30. As used in this Complaint, “Swiss Platform No. 3” refers to a financial services
firm headquartered in Zurich, Switzerland that specialized in depositing and liquidating stock
and operated from at least 1998 until January 2017.  At least four members of the Bauer Ring
(Bauer, Auringer, Friedlander and Pozzoni) were clients of Swiss Platform No. 3 from as early as
2006 onward, and each used vehicles administered by it for securities trading, money
movements, or both, in connection with many of the pump-and-dumps detailed herein.
FACTS
I. BACKGROUND
A. Statutory Framework Concerning the Sale of Securities: Control Persons,
Restrictions on Sales, and Issuer Disclosure Requirements

31. Stock of a public company, held by control persons of that company, cannot
generally be offered or sold to the public without being first registered with the Commission or
without complying with various public disclosure requirements and limits on the amount of stock

13

that can be sold.  These legal requirements create market transparency by giving investors access
to material information, including information identifying: from whom the investors would be
buying stock, the control persons of the company, and what those control persons are doing with
their own stock.
32. For example, before such stock can be publicly sold, the person issuing or selling
the stock must either (a) register such sales with the Commission pursuant to Section 5 of the
Securities Act [15 U.S.C. §77e]; (b) rely on an exemption from registration; or (c) comply with
the sale conditions outlined in Commission Rule 144, which provides a safe harbor for selling
unregistered stock.  See 15 U.S.C. §§77d, 77e; 17 C.F.R. §230.144., including limitations on the
amount of stock a control person can legally sell.
33. In addition, for companies whose securities are registered under Section 12 of the
Exchange Act, investors owning 5% or more of the company’s publicly traded stock are required
to publicly  disclose their ownership interest, while investors owning 10% or more are required
to publicly  disclose all of their trading in that stock, regardless of quantity.  Such registration
requirements, sale restrictions, and disclosure obligations are safeguards designed to protect the
market for purchases and sales of stock, to inform investors about the nature of the stock they are
holding or considering buying, and to alert investors when control groups, affiliates, or major
shareholders sell their shares.
34. An “affiliate” of 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.  Affiliates include officers, directors and controlling shareholders, as well as any

14

person who is under “common control” with or has common control of an issuer.  As used
herein, the term “control group” means a group that collectively is an “affiliate” of an issuer.
35.  “Restricted stock” includes stock of a publicly traded company (also known as an
issuer) that has been acquired from an issuer, or an affiliate of an issuer, in a private transaction
that is not registered with the Commission.  All stock held by an issuer or affiliate of an issuer is
restricted stock.  Absent an exemption under the federal securities laws and rules, restricted stock
cannot legally be offered or sold to the public unless a registration statement has been filed with
the Commission (for an offer) or is in effect (for a sale).  A registration statement contains
important information about an issuer’s business operations, financial condition, results of
operation, risk factors, and management.  It also includes identification of any person or group
who is the beneficial owner of more than 5% of the company’s securities.
36.  “Unrestricted stock” is stock that may legally be offered and sold in the public
securities marketplace by a non-affiliate, ordinarily after having previously been subject to a
registration statement.  Registration statements are transaction specific, and apply to each
separate offer and sale as detailed in the registration statement.  Registration, therefore, 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.  When a control person
buys publicly-traded or otherwise unrestricted shares in a company that s/he controls, those
shares automatically become subject to the legal restrictions on sales by an affiliate.  Such legal
restrictions include strict limits on 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.

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37. A “transfer agent” is a business that facilitates certain types of securities
transactions.  Among other things, transfer agents issue and cancel certificates of a company’s
stock to reflect changes in ownership.  Many companies that have publicly traded securities use
transfer agents to keep track of the individuals and entities that own their stock.  Transfer agents
routinely keep track of whether particular shares are restricted from resale.
38.  “Penny Stock,” as used herein, generally refers to a security issued by a very
small company that trades at less than $5 per share.
39. “S-1 Registration Statement(s)” refer(s) to SEC Form S-1, a registration statement
filed publicly by an issuer in connection with the sale of stock to shareholders.  “S-1
Shareholders” means shareholders who acquired stock pursuant to an S-1 Registration Statement.
40. A “DTC eligible” security is one that is freely tradeable, fungible, and qualified to
be held at the Depository Trust Company (DTC) and traded and serviced through DTC’s
electronic book-entry system, thereby rendering it rapidly tradeable.
B. At All Times Defendants Knew of the Relevant Prohibitions Against
Securities Fraud and Unregistered Securities Offerings

41. The Defendants engaged in the multi-year pump and dump penny stock fraud
scheme described herein despite their awareness of the applicable federal securities laws it
violated and despite, along the way, repeatedly being confronted with “red flag” reminders of its
illegality.  For example, even before committing the respective frauds detailed herein, Bauer and
Mihaylov had each been named in similar Commission penny stock fraud enforcement actions,
and each had been permanently enjoined, by consent, against like misconduct in the future.
Those injunctions specifically proscribed future violations of the antifraud and securities
registration provisions of the federal securities laws and, for Bauer, also proscribed future
violations of the beneficial ownership and insider transactions reporting provisions.  For his part,

16

Sidoo had worked for eight years as a stockbroker (and, as such, had significant exposure to, and
therefore awareness of, the federal securities laws’ antifraud, registration, beneficial ownership
reporting and insider transaction reporting provisions), while Ferris and Pozzoni had served as
public company officers/directors and filed beneficial ownership and insider transaction reports,
as had Bauer.
42. Also, during the course of the scheme, at least one Bauer Ring fraud (Sovereign
Lithium in November 2013, in which the full Ring, including Kambeitz, participated), and one
Bauer-Ferris fraud (Polar Petroleum in June 2013) were halted by Commission-imposed trading
suspensions.  In addition, several of the Offshore Platforms and foreign brokerage houses
through which the Defendants perpetrated their frauds were, at various points in time during the
scheme, shut down or severely restricted by a variety of criminal or civil authorities.
II. THE DEFENDANTS’ PUMP AND DUMP SCHEME
A. Overview of the Scheme
43. Since at least 2006, various combinations of the Defendants have engaged in
illegal pump-and-dumps of at least seventeen different U.S. quoted penny stock companies.
While the names, locations, and details of the individuals and entities involved changed over
time, the essential nature of each of the pump-and-dumps followed a similar pattern in which
Defendants, through an array of foreign alter ego front companies and omnibus vehicles,
effected some or all of the following: (i) funded each issuer; (ii) controlled virtually all free-
trading shares of each issuer; (iii) arranged and funded misleading promotional campaigns
touting each stock; (iv) sold massive quantities of each stock into the price and demand rises
triggered by those campaigns; and (v) reaped illicit gains through, among other devices,

17

circuitous transfers of money covered by bogus documentation.  Five representative examples, of
the at least seventeen illegal pump-and-dumps alleged by this Complaint, now follow.
B. Example One: The Bauer Ring’s Virtus Oil & Gas (VOIL) Fraud
44. Virtus Oil & Gas (“VOIL”) provides one illustrative example of the pattern of
illegal conduct followed in all the various penny stock pump and dump schemes executed by the
Bauer Ring.  The Ring’s first step in the scheme was to identify a shell company issuer and gain
control both of its management and of its purportedly free trading stock.  Then comprised of
Bauer, Auringer, Friedlander, Pozzoni and Ferris, with Kambeitz in a subordinate role, the Bauer
Ring worked in concert to execute the first and all subsequent steps in this pump-and-dump.
i. Acquiring the Issuer and Gaining Control of Its Management and Stock

45. On or about July 5, 2012, the Bauer Ring, acting through Ferris, purchased two
million shares of a company named Curry Gold Corp. (“Curry Gold”),
6
 representing
approximately 60% of the outstanding shares of the company, from the company’s then
President and sole director, for 2½ cents per share, for a total cost of $50,000.  The Bauer Ring
thereby gained operational control of the Curry Gold (and at or about the same time acquired the
remainder of the company’s outstanding shares).   The next day, July 6, Ferris became Curry
Gold’s President, Secretary and Treasurer, and on July 17, 2012, became its sole director.
46. Curry Gold had been incorporated in Nevada in 2009, had 3.35 million shares
outstanding, and had (in December 2010) been cleared by FINRA to be quoted on OTC Markets
and was DTC eligible (defined at ¶ 40 above), and its unlegended shares, thereby, could be
passed off as unrestricted.  Of Curry Gold’s 3.35 million outstanding shares, 2.05 million were

6
 Curry Gold described itself as a “development stage company... capitaliz[ing] on the growing trend of food to go
(convenience food) with its Currywurst product, a product native to Germany” consisting of “hot pork sausage... cut
into slices and seasoned with curry sauce.”

18

restricted; and the remaining 1.3 million shares had been issued without restricted legends
7

pursuant to a registration statement which the issuer had filed with the Commission on January 6,
2010, and that the Commission had declared effective on July 19, 2010.
ii. Changing Name, Ticker, Business Plan and Number of Shares

47. The Bauer Ring then arranged for Curry Gold to merge with a private company
that had a business plan that would be appealing to penny stock investors.  The vehicle it chose
was Virtus Oil & Gas.  In August 2013, Ferris, acting for the Ring, effected a corporate
transformation in which Curry Gold:  (i) changed its name on August 30, 2013 to “Virtus Oil &
Gas Corp.” and later its ticker symbol to VOIL; (ii) effected a 14:1 forward stock split meaning
that every share of Curry Gold became 14 shares of VOIL; and (iii) shifted its purported business
focus from a food product to oil and gas exploration.  As a result of the stock split, Curry Gold’s
3.35 million shares became 46.9 million shares of Virtus Oil & Gas, with 18.2 million of those
shares being unrestricted.
48. Ferris continued to serve in all key management roles for Virtus  (specifically as
its President, CEO and sole Director) until about May 13, 2014, when he was succeeded by an
associate (“Figurehead A”) whom he had recruited, and whose corporate actions he (and through
him, the Bauer Ring) continued to direct.
8

iii. Positioning Virtus Oil & Gas’s Shares for Unloading in the Market

49. On paper, the post-split 18.2 million unrestricted Virtus shares covered by the S-1
were issued to twenty-two individual Swiss residents.  Since at least July 2012, however (as

7
 Restrictive legends are notations on a certificate representing securities (the stock certificate or note) that describe
prohibitions, restrictions, or conditions on the transfer of the securities. Securities intermediaries such as transfer
agents will not transfer a security in violation of its restrictive legend. Shares issued without restrictive legends are
commonly treated by securities brokers and transfer agents as immediately and freely tradeable.

8
 Figurehead A would later serve as purported CEO of another Issuer, Blue Eagle Lithium, Inc., which was the
subject of a pump-and-dump described below that Ferris conducted after departing the Bauer Ring.

19

noted in ¶ 45 above), all 18.2 million of those shares – as well as the company’s restricted shares
– were, in reality, controlled by the Bauer Ring.
50. Between September 9, 2013 and July 8, 2014, the Bauer Ring positioned all 18.2
million of Virtus ’s purportedly free trading shares, in tranches of less than 5%, to be sold to
unsuspecting investors through multiple Offshore Platforms.  To accomplish this, Virtus’s CEO
(first Ferris and later Figurehead A at Ferris’s direction), acting on behalf of the Bauer Ring
signed, directives to the Virtus’s transfer agent to cancel various less-than-5% groupings of the
individual share certificates covered by the S-1, reissue them in the names of various front
companies, and send the shares to various custodial firms, most of which were located in this
District.  For example, one such front company receiving Virtus shares at Ferris’ direction was a
Cyprus-domiciled company, Woolwich Holdings, Ltd., which received 2.1 million (or 4.28% of
the company’s outstanding) shares; Woolwich was straw-owned, for Bauer’s benefit, by a    Bauer
relative (“Bauer Relative A”).  Ferris, and later Figurehead A, also signed – again as the
company’s CEO – transfer agent indemnifications concerning each of these issuances.  A
transfer agent indemnification provides that the issuer irrevocably agrees to make the transfer
agent whole for any loss, liability or expense in carrying out the requested issuance.
51. By early July 2014, all 18.2 million of Virtuss purportedly unrestricted shares had
been allocated among various Offshore Platform-administered front companies and omnibus
vehicles and positioned for unloading into the market, as follows:
Front Company / Omnibus
Vehicle
# of Shares
% of all
Shares
Offshore
Platform
Date
Positioned
Brokerage Firm A 1.4 million 2.85% Swiss Pl. #2 9 Sep 2013
Woolwich Holdings Ltdǂ 2.1 million 4.28% Swiss Pl. #2 4 Dec 2013
Rhodeswell Investments Ltd 2.1 million 4.28% Swiss Pl. #2 4 Dec 2013
Fiesta Investments Ltd 0.7 million 1.42% Swiss Pl. #1 30 Jan 2014
Fiesta Investments Ltd 0.7 million 1.42% Swiss Pl. #1 7 Feb 2014
Rosefairy Finance Ltd* 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014

20

Front Company / Omnibus
Vehicle
# of Shares
% of all
Shares
Offshore
Platform
Date
Positioned
Brickets Capital Ltd 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014
Nessa Ventures Ltd 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014
Swiss Bank A 2.1 million 4.28% Swiss Pl. #3 26 Feb 2014
Waterfall Group Investmentsǂ 2.1 million 4.28% Swiss Pl. #2 3 July 2014
World Time Ltdǂ 1.4 million 2.85% Blacklight 8 July 2014
Alveston Partners Incǂ 1.4 million 2.85% Blacklight 8 July 2014
TOTAL 18.2 million
37.1%
* Rosefairy Finance Ltd was a Swiss-banking, Swiss Platform #1-administered front
company linked to Auringer.
ǂWoolwich, Waterfall, World Time and Alveston, each of which had a straw owner, were
all de facto controlled by Bauer.

52. The Virtus shares detailed in the above table represented over 37% of the
company’s outstanding stock, and fully 100% of its purportedly unrestricted stock.  All of these
shares had been issued without restrictive legend.   Yet, in reality, every one of these shares were
controlled by the Bauer Ring, all members of which, because of their concerted control of the
shares, were affiliates of the Issuer.
53. Because these shares were controlled by Bauer, Auringer, Friedlander, Ferris and
Pozzoni, who together and separately were affiliates of Virtus, as a matter of law, the purportedly
“unrestricted” shares were in fact restricted, and thus were subject to the federal securities laws’
limitations and restrictions on unregistered sales of such shares.
54. By having their Virtus shares allocated in multiple different tranches, each of
which fell below 5% of the company’s total outstanding shares, to various nominee shareholders
and omnibus vehicles administered by various Offshore Platforms, Defendants Bauer, Auringer,
Friedlander, Ferris and Pozzoni created the false appearance – deceiving Virtus’s transfer agent,
the nominee entities’ brokerage firms, investors, and other market participants – that multiple
different, unrelated offshore corporate entities each held less than 5% of Virtus’s stock.  In
reality, those offshore entities’ Virtus shares were all under common control by the Bauer Ring.

21

55. Because Virtus’s securities had, since 2011, been registered under Section 12 of
the Exchange Act, the beneficial-ownership and insider-transactions-reporting provisions of the
federal securities laws applied to holders of its securities.  These provisions required beneficial
owners of greater than 5% of Virtus’s common stock to disclose, via a Schedule 13D filing with
the Commission, their ownership, as well as any agreements they had entered into concerning the
disposition of Virtus’s securities and, further, to promptly file a 13D amendment whenever their
ownership percentage materially changed.  These provisions also required greater than 10%
beneficial owners of a stock to file with the Commission a Form 4 promptly reporting any
change in ownership, regardless of amount.
56. Despite being beneficial owners of well over 10% – indeed, fully 100% – of
Virtus’s securities, Defendants Bauer, Auringer, Friedlander and Pozzoni never made a single
13D or Form 4 filing with the Commission.
57. For his part, Ferris, although he did make a few 13D and Form 4 filings regarding
Virtus, those filings were materially false and misleading.  Ferris never disclosed in any 13D
filing, for example, that he was beneficial owner of the massive number of shares he held and
traded in concert with the Bauer Ring; and he never filed any Form 4 reflecting sales of Virtus
stock that had been sold on his behalf, directly or indirectly, by the Bauer Ring.
iv. Orchestrating the Promotion of Virtus Oil & Gas Stock

58. Meanwhile, as Virtuss purportedly free-trading stock was being positioned to be
sold, the Bauer Ring designed and funded a promotional campaign urging investors to buy Virtus
stock.  To execute this campaign, the Bauer Ring enlisted Kambeitz, who served as the point of
contact with media firms through which promotions were disseminated.

22

59. As an initial step in that effort, in October 2013, Kambeitz established a new
offshore front company, Yxime Partners Ltd (“Yxime”), which he caused to be incorporated in
Belize, and which was to be misleadingly identified in the promotional materials as the purported
paying party for those promotions.  By January 2014, Kambeitz opened an account for Yxime at
a Cyprus Bank (“Cyprus Bank A”), identifying himself as the account’s owner.
60. On January 30, 2014, Yxime’s account received its first deposit:  a $140,000 wire
from Vantage/Alabron.  This wire was funded by proceeds from the Bauer Ring’s then-ongoing
pump-and-dump of another penny stock, Bison Petroleum Corp (ticker BISN).  As alleged in
¶ 28 above, Vantage/Alabron was the omnibus trading vehicle of Swiss Platform #1 and also
served as one of at least three Swiss Platform #1 omnibus vehicles for money movements.
 9
  The
Bauer Ring used Vantage/Alabron in every one of its pump-and-dump schemes detailed herein.
61. Beginning in February 2014, Kambeitz began using Yxime to fund the launch of
the Virtus promotional campaign by wiring money to U.S.-based media companies.  Over the
next ten months, as this promotional campaign continued, Kambeitz caused Yxime to wire a total
of over $6.4 million to various U.S.-based media companies that provided mass-dissemination
and other services in connection with that campaign.  These wires – like virtually all other wires
referenced in this Complaint – passed through banking facilities located in this District.
62. Yxime was not the true paying party for the Virtus promotional campaign,
however.  Instead, as detailed below, Yxime was merely a pass-through vehicle for funding
supplied by a combination of (i) the $140,000 in proceeds from a prior Bauer Ring pump-and-
dump (that of Bison Petroleum), as noted in ¶ 61 and n.8 above, (ii) $1.45 million contributed by
other Bauer Ring Members (specifically Bauer, Auringer, Friedlander and Pozzoni), and (iii)

9
 Between November 30, 2013 and January 29, 2014, Vantage/Alabron had sold at least 324,500 shares of Bison
Petroleum, for proceeds totaling approximately $239,000.

23

over $5 million in proceeds from the Bauer Ring’s sales, through Swiss Platform #1, of the very
stock being promoted, Virtus Oil & Gas.
63. Nor was Yxime the only pass-through vehicle used in funding the Virtus
promotional campaign.  To obscure the campaign’s funding sources even more, Kambeitz, acting
for the Bauer Ring, established a second pass-through vehicle, through which nearly all the
campaign’s funding first passed before being forwarded to Yxime, and by it to U.S.-based media
companies.  This vehicle, which Kambeitz also owned, was a Swiss corporation called Adairius
SA (“Adairius”), for which Kambeitz caused to be established a Blacklight-administered bank
account at a Liechtenstein bank (“Liechtenstein Bank A”).
64. Adairius received all $1.45 million of the Virtus promotional funds contributed by
Bauer, Auringer, Freidlander and Pozzoni (referenced in ¶ 62 above) before forwarding them to
Yxime.  For their part, Bauer, Auringer, and Friedlander each made their Virtus promotional
contributions directly to Adairius from one of their own respective front companies, while
Pozzoni first routed his front company’s contribution through Swiss Platform #1.  The chart
below summarizes these Virtus promotional payments by Bauer Ring Members:
Date
Amount Sent
to Adairius
Originating Party (Front Company)
17 June 2014 $261,000 Aquila Assets Inc. (Auringer)
18 June 2014 $130,500 Malive A SA (“Malive”) (Friedlander)
30 June 2014 $59,000 Marina Capital Inc.(Pozzoni) via Blue Leaf Capital*
1 July 2014 $300,000 Malive (Friedlander)
18 July 2014 $350,000 World Time (Bauer)
31 July 2014 $100,000 World Time (Bauer)
8 August 2014 $250,000 World Time (Bauer)
Total $1,450,500

*As noted in ¶ 28 above, Blue Leaf Capital was a money-movement omnibus vehicle of Swiss
Platform #1.

65. As the promotional campaign ran, the Bauer Ring sold its Virtus stock into the
demand rise created by the campaign and applied over $5 million of the proceeds toward funding

24

the ongoing campaign.  The proceeds so applied came from the Bauer Ring’s Virtus stock sales
through Swiss Platform #1, with $4.3 million being paid from Vantage/Alabron to Adairius
(which, in turn, paid them over to Yxime), and $1.25 million more being paid from
Vantage/Alabron and Provido to Yxime directly.  Yxime, in turn, wired over $6.4 million to the
multiple U.S. media companies handling the Virtus promotional campaign.
66. The following graphic illustrates the funding of the Virtus promotion, as
described in ¶¶ 61-66 above:

v. Kambeitz Makes False and Misleading Statements Regarding the Funding
of the Virtus Promotional Campaign

67. As the transactions to fund the Virtus promotional campaign were underway, anti-
money laundering compliance officials, both at Cyprus Bank A (which held Yxime’s account)
and at Liechtenstein Bank A (which held Adairius’ account), began to ask questions about the
nature of these transactions.  As the beneficial owner of both accounts, Kambeitz responded to

25

these queries, doing so directly, in the case of Cyprus Bank A, and by supplying the “answers” to
Blacklight, in the case of Liechtenstein Bank A.  These answers in both cases were materially
false and misleading, as well as inconsistent with each other.
68. For example, in response to Cyprus Bank A’s inquiries, Kambeitz identified
Yxime’s client for the Virtus project as Adairius.  But to Liechtenstein Bank A (which knew that
Kambeitz owned Adairius), Kambeitz, through Blacklight, identified Yxime’s client for the
Virtus project as Vantage/Alabron.  Both answers were materially false and misleading because,
as Kambeitz well knew, the Bauer Ring was the true party behind the Virtus campaign.
69. In response to Liechtenstein Bank A’s request for a “detailed description why
Adairius transfers funds to Yxime, though both companies have the same BO [beneficial owner,]
and why [Vantage/]Alabron [the purported client] doesn’t send the funds directly to Yxime,”
Kambeitz, through Blacklight, gave the materially false and misleading explanation that this was
necessary in order to protect Kambeitz’s media contacts from becoming known to
Vantage/Alabron, which “could compromise [Kambeitz’s] ability to generate long-term
business.”  But, as Kambeitz knew, Vantage/Alabron did wire funds directly to Yxime, including
at least $550,000 to Yxime’s account at Cyprus Bank A, and $200,000 to Yxime’s account at a
second Cyprus Bank (Cyprus Bank B) after its account at Cyprus Bank A was closed.
vi. The Virtus Promotional Materials Were False and Misleading

70. The Virtus promotional materials that Kambeitz arranged urged readers to buy the
stock and do so quickly, to capitalize on supposedly realistic prospects of near-term, dramatic
gains.  A 21-page promo disseminated in July 2014, for example, urged investors to “BUY VOIL
NOW!” claiming that “VOIL has quietly secured the sweet spot within [Utah’s Central
Overthrust Belt] formation and is closing in on the next major U.S. petroleum discovery,”  and

26

adding, “RIGHT NOW ... is that crucial moment in your lifetime where you step up to the plate
and secure an early position in VOIL before the pending payoff!”  (Emphasis in original).  These
statements were materially misleading for, among other reasons, they omitted to disclose
material facts, including that the parties behind the statements – the Bauer Ring members – did
not believe the statements, as evidenced by their simultaneous, and massive, trading in the
opposite direction as they collectively sold their stock during the campaign.
71. Per Kambeitz’s instructions to media companies, the Virtus promotional materials
consistently identified Yxime as the promotions’ purported paying party.    This representation
was false and materially misleading too, as in fact, Yxime was merely a pass-through entity for
funding that was provided by the Bauer Ring, who controlled literally all of the company’s free-
trading shares and were therefore affiliates of the Issuer.
vii. The Bauer Ring Massively Dumps Its Virtus Stock

72. The Bauer Ring’s Virtus promotional campaign was attended by dramatic rises in
demand for Virtus stock, as well as its share price.  The Bauer Ring took full advantage of these
price and demand increases.  Between February 28, 2014 and January 29, 2015, through three of
the Offshore Platforms (Swiss Platform #1, Swiss Platform #2 and Blacklight), the Bauer Ring
sold at least 15.925 million shares, for illicit proceeds of approximately $23.1 million.
73. The Bauer Ring then collected their Virtus proceeds via furtive means.  As to the
proceeds it realized through the Blacklight platform (which netted approximately $4.71 million
after expenses), the Ring split them four ways, with Bauer, Auringer and Friedlander each
receiving a 29% distribution, and the remaining 13% going to Pozzoni.  These distributions were
sent primarily from Bauer’s straw-owned World Time account, often directly to one of the

27

respective Ring member’s offshore fronts, and under cover of bogus documentation.  The table
below provides a non-exhaustive illustration of these distributions:
Date Amount
Front Company
Recipient
Beneficial
Owner
Bogus Explanation
30 Sep 2014 $130,000 Eternity Resources SA Pozzoni Consulting fees
6 Oct 2014 €407,000
($518,000)
Rosefairy Finance Ltd Auringer Consulting re real estate
projs in Asia + S. Amer.
14 Oct 2014 $290,000 Malive A, SA Friedlander Consulting re real estate
investment in Macau
22 Oct 2014 $580,000 Malive A, S.A. Friedlander Services re projects in
Macau
4 Nov 2014 $260,000 Eternity Resources SA Pozzoni Cash call re Alberta,
Canada oil well

While the invoices and accompanying documentation referenced in the above table stated these
payments were for consulting services relating to particular real estate projects (in the case of
Auringer and Friedlander), and for consulting fees and a cash call relating to a particular Alberta,
Canada oil well (in the case of Pozzoni), each of these explanations was entirely untrue.  In fact,
each payment in the table was a distribution of illicit VOIL stock-sale proceeds; and VOIL had
nothing whatever to do with any Asian or South American real estate or any Alberta oil wells.
74.  Bauer reaped his share of the Virtus proceeds the Ring had generated through
Blacklight-administered accounts primarily via purported “loans” from World Time to himself
(“loans” that, as a rule, were never repaid), as well as World Time payments to various service
providers to Bauer.  This  table provides a non-exhaustive illustration of such distributions:
Date Amount Originator Recipient Description or Purpose
3 Oct 2014 $100,000 World Time Ltd Bauer “loan”
10 Oct 2014 $103,000 World Time Ltd Caribbean Resort A Bauer Holiday & Travel
28 Oct 2014 $50,000 World Time Ltd Bauer “Part of loan agreement”
31 Oct 2014 $50,000 World Time Ltd Bauer “Part of loan document”
7 Nov 2014 $40,000 World Time Ltd Bauer “Part of loan document”
26 Feb 2015 $32,700 World Time Ltd Travel Agency A Bauer Holiday & Travel

28

75. Ferris likewise shared in the Bauer Ring’s Virtus stock sale proceeds, including
by receiving such proceeds from Swiss Platform #1 omnibus vehicles.  These distributions
included the following wires to Ferris’s personal bank accounts in Monaco:
Date Amount Sender
13 Nov 2014 $40,000 Vantage/Alabron
19 Nov 2014 $30,000 Provido
2 Dec 2014 $30,000 Provido
12 Jan 2015 $100,000 Vantage/Alabron
21 Jan 2015 $14,000 Provido

76. Other Bauer Ring Members likewise received Virtus sale proceeds from Swiss
Platform #1 omnibus vehicles.  These distributions included:
Date Amount
Swiss Platform #1
Sender
Front Company/
Other Recipient
Beneficial Owner
/ Explanation
31 July 2014 $600,000 Vantage/Alabron Shine Invest Ltd Auringer
1 Aug 2014 $200,000 Vantage/Alabron Rosefairy Finance Auringer
3 Oct 2014 $400,000 Vantage/Alabron Malive  Friedlander
23 Oct 2014 $72,500 Vantage/Alabron Banford Trading Bauer
27 Oct 2014 $280,000 Vantage/Alabron Malive  Freidlander
3 Nov 2014 $40,000 Provido Bauer Bauer / none
13 Nov 2014 $40,000 Vantage/Alabron Bauer Bauer / “loan”
24 Nov 2014 $40,000 Vantage/Alabron Swiss Realty Co A NA / ref “Bauer”
24 Nov 2014 $100,000 Vantage/Alabron Bauer Bauer / none
2 Dec 2014 $87,187 Provido  Bauer Bauer / “loan”

77. Pozzoni and Auringer also received Virtus stock sale proceeds from Swiss
Platform #2 (as did other Bauer Ring members).   These included the following:
Date Amount Swiss Platform #2 Sender
Front
Company
Recipient
Beneficial Owner
11 Aug 2014 $65,000 Waterfall Group Investments Marina Capital Pozzoni
14 Aug 2014 $500,000 Epsom Investment Services Shine Invest Auringer
6 Jan 2015 $50,000 Waterfall Group Investments Marina Capital Pozzoni

78. Finally, for his part, Kambeitz received hundreds of thousands of dollars in Virtus
stock-sale proceeds, over and above the cost of the Virtus promotions he arranged.  The

29

following table provides a non-exhaustive illustration of these receipts, all of which were funded,
directly or indirectly, by sales of Virtus stock to unsuspecting retail investors:
Date  Amount Sender
Front Company
Recipient
Beneficial
Owner
31 July 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz
5 Aug 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz
13 Aug 2014 $50,000 Yxime Braiden Holdings Ltd Kambeitz
20 Aug 2014 $25,000 Provido Braiden Holdings Ltd Kambeitz
28 Aug 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz
5 Sep 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz
16 Sep 2014 $50,000 Vantage/Alabron Gumball Business Corp Kambeitz
22 Sep 2014 $50,000 Vantage/Alabron Gumball Business Corp Kambeitz
22 Sep 2014 $25,000 Vantage/Alabron Braiden Holdings Ltd Kambeitz
2 Oct 2014 $25,000 Blue Leaf Capital Braiden Holdings Ltd Kambeitz
3 Oct 2014 $75,000 Adairius Braiden Holdings Ltd Kambeitz
22 Oct 2014 $25,000 Adairius Braiden Holdings Ltd Kambeitz
23 Oct 2014 $50,000 Yxime Braiden Holdings Ltd Kambeitz
9 Dec 2014 $50,000 Adairius Braiden Holdings Ltd Kambeitz
18 Dec 2014 $50,000 Adairius Braiden Holdings Ltd Kambeitz
15 May 2015 $50,000 Adairius Zombas Media Ltd Kambeitz
TOTAL $625,000

79. During the Bauer Ring’s Virtus stock dump, at least 128 investors residing within
the Southern District of New York purchased a total of at least 258,493 shares of Virtus, and
sustained combined losses totaling at least $219,503.
C. Example Two: The Sidoo & Bauer Ring Coalition’s North American Oil
(NAMG) Fraud

80. Before the Virtus stock dump, but using a methodology similar to that used with
Virtus, Defendant Sidoo joined forces with at least three members of the Bauer Ring – Bauer,
Auringer and Kambeitz – in perpetrating a fraudulent penny stock dump involving North
American Oil.
i. Acquiring the Issuer and All Its Purportedly Free-Trading Shares

81. In the case of North American Oil, it was Sidoo who first acquired the public shell
named Calendar Dragon Inc. (“Calendar Dragon”) that would later become North American Oil.

30

Sidoo did so through an April 3, 2012, $350,000 wire from his Swiss-banking, Swiss Platform
#2-administered front company, Oel und Erdgazforschung AG (“Oel & Erdgaz”), to a California
law firm’s trust account.  As Swiss Platform #2 contemporaneously noted, this wire was “for a
private purchase of Calendar Dragon Inc shares.”
82. Calendar Dragon had been incorporated in Nevada in 2010, had 3.795 million
shares outstanding, and had (in June 2011) been cleared by FINRA to be quoted on OTC
Markets and was DTC eligible (defined at ¶ 40 above), and whose unlegended shares, thereby,
could be passed off as unrestricted.  Of Calendar Dragon’s 3.795 million outstanding shares, 2.22
million were restricted; and the remaining 1.575 million had been issued without restricted
legends pursuant to an S-1 registration statement which the issuer had filed with the Commission
on March 17, 2011, and that the Commission had declared effective on May 11, 2011.
83. On paper, the 1.575 million unrestricted Calendar Dragon shares covered by the
S-1 were issued to more than 25 individuals residing in the Canadian province of Alberta.  With
his front company’s $350,000 wire, however, Sidoo not only acquired every unrestricted share
but also all of Calendar Dragon’s restricted shares.  Thus, by the end of April 2012, Sidoo owned
100% of the outstanding shares of the Calendar Dragon.
ii. Changing Name, Ticker, Business Plan and Number of Shares

84. To enhance profits, Sidoo arranged for Calendar Dragon to merge with a private
company that had a business plan which would be appealing to penny stock investors.  To that
end, Calendar Dragon:  (i) changed its name on October 11, 2012 to “North American Oil & Gas
Corp.” and later its ticker symbol from CLDD to NAMG; (ii) effected a 19:1 forward stock split
meaning each Calendar Dragon share would become 19 shares of the new company; and (iii)
shifted its purported business focus from creation of a new calendaring tool to the exploration of

31

oil and gas opportunities.  As a result of the stock split and the merger (the latter of which had
the effect of slightly reducing the number of outstanding shares), North American Oil had 60.125
million shares outstanding, 29.925 million of which being purportedly unrestricted and covered
by the registration statement referenced in ¶ 82 above.
iii. Positioning the Stock for Unloading; Joining With the Bauer Ring

85. On or about May 29, 2012, when North American Oil was still known as
Calendar Dragon, and shortly after acquiring all its purportedly unrestricted shares, Sidoo began
positioning those shares, in less-than-5% tranches, to be sold from Swiss Platform #2.   By mid-
January 2013, four such tranches, each comprising 2.85 million (or 4.74%) of North American
Oil’s outstanding shares, had been so positioned on Swiss Platform #2.
86. By July 2013, Sidoo and at least three members of the Bauer Ring (Bauer,
Auringer and Kambeitz) had agreed to work together in perpetrating the North American Oil
pump-and-dump, thus forming (or re-convening) the Sidoo & Bauer Ring Coalition.  To that
end, the Bauer Ring began positioning millions more of North American Oil’s purportedly
unrestricted shares to be sold across various Offshore Platforms.  These shares included three of
the original Alberta investors’ share certificates, comprising (post-split) 2.85 million North
American Oil shares, that Bauer (after receiving those certificates from Sidoo) delivered to
Blacklight, and that Blacklight, in turn, positioned to be sold through Asia Finance Corporation
(“AFC”), a New Zealand brokerage house.
87. By late September 2013, virtually all of North American Oil’s purportedly
unrestricted stock had been repositioned by the Sidoo & Bauer Ring Coalition as follows:
Front Company /
Omnibus Vehicle
# of Shares
% of all
Shares
Offshore
Platform
Date
Positioned
Paramount Trading Co 2.85 million 4.74% Swiss Pl. #2 29 May 2012
Koryak Investments Ltd 2.85 million 4.74% Swiss Pl. #2 21 Sep 2012

32

Front Company /
Omnibus Vehicle
# of Shares
% of all
Shares
Offshore
Platform
Date
Positioned
Daoli Associates SA 2.85 million 4.74% Swiss Pl. #2 26 Sep 2012
Checkmate Ventures Inc 2.85 million 4.74% Swiss Pl. #2 9 Jan 2013
Intercontinental Ventures* 2.85 million 4.74% Swiss Pl. #2 12 July 2013
Swiss Bank A  2.85 million 4.74% Swiss Pl. #3 25 July 2013
Brickets Capital Ltd 2.375 million 3.95% Swiss Pl. #1 14 Aug 2013
Rosefairy Finance Ltdǂ 1.425 million 2.37% Swiss Pl. #1 14 Aug 2013
Shine Invest Ltdǂ 0.95 million 1.58% Swiss Pl. #1 14 Aug 2013
Iconic Investment Co 2.375 million 3.95% Swiss Pl. #2 19 Aug 2013
Ardmore Investments Inc** 1.9 million 3.16% Swiss Pl. #2 5 Sep 2013
AFC (foreign brokerage) 2.85 million 4.74% Blacklight 20 Sep 2013
TOTAL 27.55 million
48.28%
*Swiss banking front company linked to Bauer
ǂ Swiss-banking front companies linked to Auringer, as noted above
**Swiss-banking front company linked to Bauer

88. The North American Oil shares detailed in the above table represented over 48%
of the company’s outstanding stock, and fully 92% of its purportedly unrestricted stock.  All of
these shares had been issued without restrictive legend.  (Shares issued without restrictive legend
are commonly treated by securities brokers and transfer agents as immediately and freely
tradeable.)  Yet, every one of these “unrestricted” shares were controlled by Sidoo, Bauer and
Auringer, who, because of their control of all North American Oil’s shares, were, individually
and collectively, affiliates of the Issuer.
89. Because these shares were controlled by Sidoo, Bauer and Auringer, who together
and separately were affiliates of North American Oil, as a matter of law, the shares were
restricted, and thus were subject to the federal securities laws’ limitations and restrictions on
unregistered sales of such shares.
90. By having their North American Oil shares allocated in multiple different
tranches, each of which fell below 5% of the company’s total outstanding shares, to various
nominee shareholders and omnibus vehicles administered by various Offshore Platforms,
Defendants Sidoo, Bauer and Auringer created the false appearance – deceiving North American

33

Oil’s transfer agent, the nominee entities’ brokerage firms,  investors, and other market
participants – that multiple different, unrelated offshore corporate entities each held less than 5%
of North American Oil’s stock.  In reality, North American Oil shares nominally lodged with
those offshore corporate entities were all under common control by Sidoo, Bauer and Auringer.
91. Because North American Oil’s securities had, since 2012, been registered under
Section 12 of the Exchange Act, the beneficial-ownership and insider-transactions-reporting
provisions of the federal securities laws applied to holders of its securities.
92. Despite being beneficial owners of well over 10% – indeed 100% – of North
American Oil’s securities, Defendants Sidoo, Bauer and Auringer never made any 13D or Form
4 filing with the Commission.  These Defendants’ failure to disclose accurate – indeed, any –
information about their beneficial ownership of, trading in, or agreements concerning, North
American Oil’s securities, in the face of duties to do so, defrauded investors by depriving them
of this highly material information to which they were, by law, entitled.
iv. Promoting the Purchase of North American Oil Stock

93. With North American Oil’s shares under its control and being positioned to be
sold on investors, t  he Sidoo & Bauer Ring Coalition designed, funded, and launched a campaign
to urge investors to buy their stock, and enlisted Kambeitz to carry it out.
94.   Kambeitz coordinated the development and dissemination of the North
American Oil promotional campaign, which ran from at least July 2013 to January 2014.
95. The purported paying party for the North American Oil promotional campaign
was Genius Marketing Ltd., a Swiss-banking front company Kambeitz owned.
96. Although Genius Marketing did wire funds totaling over $2.8 million to the
various U.S.-based media companies that disseminated the promotional campaign, Genius

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Marketing, in fact, as Kambeitz knew, served as a mere pass-through vehicle for these funds.
For example, (i) at least $1.27 million of these funds were supplied to Genius Marketing by
Sidoo & Bauer Ring Coalition front company (and North American Oil shareholder) Iconic
Investments; (ii) at least $100,000 more was supplied to Genius Marketing by one of Auringer’s
front companies, Shine Invest (which was likewise a North American Oil shareholder); and (iii)
at least $800,000 was supplied to Genius Marketing by Vantage/Alabron – with Vantage/
Alabron’s wires coinciding with, and funded by, the Sidoo & Bauer Ring Coalition’s unloading
of North American Oil stock through Vantage/Alabron.  In this way, the Coalition funded the
North American Oil promotional campaign, as illustrated by the following graphic:

97. The promotional materials that Kambeitz arranged urged readers to buy North
American Oil stock and do so quickly, to capitalize on supposedly realistic prospects of near-
term, dramatic gains.  A promotion disseminated in July 2013, for example, urged, “NAMG is
an immediate BUY!” (emphasis in original), and claimed that “the situation in Southern

35

California’s San Joaquin Basin, where North American Oil held leases] is heating up so fast that
an inrush of investors could quickly send NAMG soaring as high as $5 a share this year,” adding
“There’s a ton of money to be made by getting into NAMG right now!”  (Emphasis in original).
These statements were materially misleading for, among other reasons, they omitted to disclose
material facts, including that the parties behind them – the members of the Sidoo & Bauer Ring
Coalition – did not believe the statements, as evidenced by their simultaneous, and massive,
trading in the opposite direction as they collectively sold their stock during the campaign.
98. Per Kambeitz’s instructions to media companies, the North American Oil
promotional materials identified Genius Marketing as the promotions’ purported paying party.
This representation was false and materially misleading too as, in fact, Genius Marketing was
merely a pass-through entity for funding provided by Sidoo, Bauer and Auringer, who controlled
literally all of the company’s free-trading shares and were therefore affiliates of the Issuer.
v. Sidoo, Bauer and Auringer Dump Their North American Oil Stock

99. The Sidoo & Bauer Ring Coalition’s promotional campaign caused dramatic rises
in demand for North American Oil stock, as well as its share price.  Taking full advantage of this
effect, between July 15, 2013 and August 22, 2014, through three of the Offshore Platforms
(Swiss Platform #1, Swiss Platform #2 and Blacklight), Sidoo, Bauer and Auringer sold at least
18.8 million North American Oil shares, for proceeds of at least $15.23 million.
100. Sidoo, Bauer and Auringer reaped their illicit North American Oil proceeds via
furtive means.  For example, at least $5.48 million in proceeds were realized through three Bauer
nominee accounts at AFC:  the Blacklight-administered Nerva Associates SA (which was de
facto owned by Bauer but straw-owned by Bauer Relative A), and the Swiss Platform #2-
administered Waterfall Group Investments Ltd and Ardmore Investments Inc accounts ( each of

36

which was de facto owned by Bauer but straw-owned by a different Russian National).  These
proceeds were distributed, as the stock was being sold, from an AFC omnibus account known as
London Capital NZ to various front companies controlled by the scheme’s participants.  The
following table illustrates these distributions:
Date Amount
Front Company
Recipient
Beneficial
Owner
Reference
18 Oct 2013 $249,123 Rosefairy Finance Ltd Auringer Nerva SA [for] Rosefairy
21 Oct 2013 $174,385 Rosefairy Finance Ltd Auringer Nerva AS [sic]
22 Oct 2013 $249,123 Rosefairy Finance Ltd Auringer Nerva AS [sic]
1 Nov 2013 $400,000 Rosefairy Finance Ltd Auringer Nerva share sales
5 Nov 2013 $1,019,000 Oel und Erdgazforschung AG Sidoo NAMG shs LC Waterfall
7 Nov 2013 $617,896 Oel und Erdgazforschung AG Sidoo NAMG Waterfall...
shares
7 Nov 2013 $260,482 Ardmore Investments Inc Bauer NAMG Waterfall...
shares
21 Nov 2013 $29,974 World Time Ltd Bauer Nerva Assoc share sales
29 Nov 2013 $299,970 Aquila Assets Inc Auringer Nerva
12 Dec 2013 $146,446 Ardmore Investments Inc Bauer NAMG sales...Waterfall
17 Dec 2013 $235,070 Ardmore Investments Inc Bauer NAMG

101.  Bauer also reaped additional North American Oil stock sale proceeds through
wires from Swiss Platform #1’s omnibus vehicle, Vantage/Alabron, to certain of his front
companies, as this table reflects:
Date Amount Bauer Front Company Recipient Offshore Platform
10 Dec 2013 $50,000 Intercontinental Ventures Group Ltd Swiss Platform #2
16 Dec 2013 $50,000 Intercontinental Ventures Group Ltd Swiss Platform #2
31 Dec 2013 $30,000 Intercontinental Ventures Group Ltd Swiss Platform #2
18 Feb 2014 $150,000 Banford Trading Corp Swiss Platform #3

102. Sidoo & Bauer Ring Coalition Members continued to receive distributions of their
North American Oil stock sales until as late as Summer 2014, including two distributions from
Paramount Trading Company (“Paramount”), an omnibus vehicle of Swiss Platform #2, which
were funded by Paramount’s sales of North American Oil through a brokerage house in the UK:

37

Date Amount Front Company Recipient
11 July 2014 $165,000 Intercontinental Ventures Group Ltd (Bauer)
7 Aug 2014 $50,700 Oel und Erdgazforschung AG (Sidoo)

103. During the Sidoo & Bauer Ring Coalition’s North American Oil stock dump, at
least 77 investors residing within the Southern District of New York purchased a total of at least
834,462 shares of North American Oil, and sustained combined losses totaling at least $274,684.
D. Example Three: The Mihaylov & Bauer Ring Coalition’s Steampunk
(SPWZ) Fraud

104. Using a methodology similar to that used with Virtus and North American Oil, a
slightly different combination of Defendants – the full Bauer Ring plus Mihaylov (the “Mihaylov
& Bauer Ring Coalition”) – perpetrated a fraudulent stock dump of Steampunk Wizards.  This
group of Defendants arranged for millions of the Issuer’s shares to be reissued in the names of
offshore front companies, in tranches of less than 5% of its outstanding stock, and to be
deposited with various Offshore Platforms.
i. Positioning Steampunk’s Stock for Unloading
105. By April 27, 2015, the Mihaylov & Bauer Ring Coalition had positioned, at
Offshore Platforms, over 93% of the Steampunk shares then available for trading, as follows:
Front Company /
Omnibus Vehicle
# of Sharesǂ
% of all
Shares
Offshore
Platform
Date
Positioned
Equitable Investments Inc 720,000 3.22% Swiss Pl. #1 2 May 2014
Nessa Ventures Ltd  900,000 4.03% Swiss Pl. #1 2 May 2014
Ormer Ventures Corp 900,000 4.03% Swiss Pl. #1 2 May 2014
Alveston Partners Incǂǂ 720,000 3.22% Blacklight 4 June 2014
World Time Ltdǂǂ 720,000 3.22% Blacklight 4 June 2014
Jeron Capital Inc* 720,000 3.22% Blacklight 17 June 2014
Calista Worldwide Inc 720,000 3.22% Swiss Pl. #1 27 Apr 2015
TOTAL 5.4 million
24.16%
ǂ post 7/2/2015 reverse split.
*Ferris front company
ǂǂ Straw-owned Bauer front companies

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106. The shares detailed in the above table represented over 24% of Steampunk’s
outstanding stock, and fully 93% of its shares then available for trading.  All of these shares had
been issued without restrictive legend.   Yet, in reality, every one of these “unrestricted” shares
were controlled by Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni, who, because of
their control of all Steampunk shares, were, individually and collectively, affiliates of the Issuer.
107. Because these shares were controlled by Mihaylov, Bauer, Auringer, Ferris,
Friedlander and Pozzoni, who together and separately were affiliates of Steampunk, as a matter
of law, the shares were restricted, and thus were subject to the federal securities laws’ limitations
and restrictions on unregistered sales of such shares.
108. By having their Steampunk shares allocated in multiple different tranches, each of
which fell below 5% of the company’s total outstanding shares, to various nominee shareholders
and omnibus vehicles administered by various Offshore Platforms, Defendants Mihaylov, Bauer,
Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni created the false appearance –
deceiving Steampunk’s transfer agent, the nominee entities’ brokerage firms, investors, and other
market participants – that multiple different, unrelated offshore corporate entities each held less
than 5% of Steampunk’s stock.  In truth, those offshore corporate entities were all under
common control by Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni.
ii. Promoting the Purchase of Steampunk Stock
109. With control of virtually all of Steampunk’s tradeable shares, and as those shares
were being positioned to be sold, the Mihaylov & Bauer Ring Coalition designed, funded, and
launched a campaign urging investors to buy the stock, and enlisted Kambeitz to carry it out.
110.   Kambeitz coordinated the development and dissemination of the Steampunk
promotional campaign, which ran from at least August 2015 to October 2015.

39

111. The purported paying party for the promotional campaign was Ikon Media; the
purported publisher was Herwick Ltd, a Hong Kong-banking company owned by Kambeitz.
112. The Steampunk promotional materials urged readers to buy the stock and do so
quickly, to capitalize on supposedly realistic prospects of near-term, dramatic gains.  A
promotion disseminated in November 2015, for example, urged:  “Investors Who Act Fast Could
Walk Away with QUICK 2,043% Gains! ... URGENT:  BUY SPWZ [Steampunk] UP TO $1.50
PER SHARE ... NOW!”  (Emphasis in original).   These statements were materially misleading
for, among other reasons, they omitted to disclose material facts, including that the parties
behind the statements – the Mihaylov & Bauer Ring Coalition – did not believe the statements,
as evidenced by their simultaneous, and massive, trading in the opposite direction, as they
collectively sold their stock during the campaign.
113. The Steampunk promotional materials consistently identified Ikon Media as the
promotions’ purported paying party, and Herwick Limited as the promotions’ publisher, and
included this statement:  “The publisher [Herwick] has not undertaken to determine if Ikon
Media is, or intends to be in the future, directly or indirectly, a [Steampunk] shareholder as it has
no meaningful way to verify such facts.”   This representation was false and materially
misleading too because, among other things, (i) the real paying party behind the promotions was
not Ikon Media but instead the Mihaylov & Bauer Ring Coalition; (ii) Herwick was Kambeitz,
who, as a Bauer Ring member in constant communication with Bauer and Auringer, did have a
“meaningful way” to verify the shareholder status of the promotion’s paying party; and (iii) it
falsely implied some distance between the paying party and the publisher when, in fact, they
were all members of the same ring acting in concert.

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iii. Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni Dump
Steampunk Stock

114. The Mihaylov & Bauer Ring Coalition’s Steampunk campaign was attended by
dramatic rises in demand for Steampunk stock, as well as its share price.  Mihaylov, Bauer,
Auringer, Ferris, Friedlander and Pozzoni took full advantage of these price and demand
increases.  Between August 3, 2015 and November 17, 2016, through three of the Offshore
Platforms (Swiss Platform #2, Blacklight and the Asia Platform), the Mihaylov & Bauer Ring
Coalition sold at least 4.05 million Steampunk shares, for proceeds of at least $3.29 million.
115. As the shares were being sold to unsuspecting retail investors, Bauer used cellular
phone SMS messages to a Blacklight principal to direct sales, as well as to receive real-time
confirmations of their execution.  These SMS messages included the following:
Date Sender Recipient Message
18 Dec 2015 Bauer Blacklight Exec #1
“Hey – what did you sell yest[erday] of
spwz? Any today?”
18 Dec 2015 Blacklight Exec #1 Bauer
“TOTAL SPWZ SOLD 14,500 @
0.661234 [today]”
“SPWZ SOLD 47,[email protected] [yesterday]”
5 Jan 2016 Bauer Blacklight Exec #1
“Also 9700 bid on SPWZ at 40c sell that
too then offer 10k at 43 and 44 for 20k
extra”
5 Jan 2016 Blacklight Exec #1 Bauer
“21,000 SPWZ SOLD @0.405458”
7 Jan 2016 Bauer Blacklight Exec #1
“Hey! Please offer 50k spwz at 48c”
116. Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni used various
Offshore Platforms to unload their Steampunk stock, including the following:
Date Range
Shares
Sold
Proceeds Selling Vehicle Platform
11/9/15 - 5/18/16 808,000 $252,000 Romax Investment Services Ltd
(“Romax”)
Swiss
Platform #2
8/3/15 – 10/5/15 720,000 $1,195,000 World Time Ltdǂ Blacklight
9/2/15 – 12/17/15 720,000 $1,353,000 Pointfort Incǂ Blacklight
ǂStraw-owned Bauer front companies.

41

117. As their Steampunk stock sale proceeds were coming in, Mihaylov, Bauer,
Auringer, Ferris, Friedlander and Pozzoni took distributions of them via furtive means.  These
furtive means included (i) using their offshore front companies to receive distributions, (ii)
falsely characterizing distributions (as “loans,” “fees” or otherwise), (iii) using distributions to
pay third-party service providers they owed, and (iv) using distributions to reload, or “top up,”
their Swiss bank-issued VISA debit cards.  These furtive distributions included the following
illustrative examples:
Date Amount Sender Recipient Beneficiary (description)
14 Aug 2015 $100,000 World Time Aquila Assets Auringer (front company)
20 Aug 2015 $75,000 World Time Aquila Assets Auringer (front company)
28 Aug 2015 $100,000 World Time Bauer Bauer (purported “loan”)
3 Sept 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company)
17 Sep 2015 $131,942 Pointfort Travel Agency A  Bauer (family holiday/travel)
24 Sep 2015 $100,000 Pointfort Bauer Bauer (purported “loan”)
30 Sep 2015 $100,000 Pointfort Bauer Bauer (purported “loan”)
30 Sep 2015 $139,000 Pointfort Solution Innovator Ltd Mihaylov (front company)
8 Oct 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company)
19 Oct 2015 $100,000 World Time Bauer Bauer (purported “loan”)
21 Oct 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company)
22 Oct 2015 $20,200 World Time Travel Agency B Bauer (family holiday/travel)
29 Oct 2015 $50,000 Pointfort Bauer Bauer (purported “loan”)
9 Nov 2015 $7,500 Romax Friedlander Friedlander (“service fees”)
4 Dec 2015 $50,000 Romax Excalibur Venture Cap. Friedlander (his company)
21 Mar 2016 $20,000 Pointfort Ferris Ferris (consultancy fees)
1 Apr 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)
17 May 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)
9 June 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)
23 June 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)
3 Feb 2017 $15,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)
4 Apr 2017 $15,000 Romax Prepaid Debitcard x4640 Pozzoni (card user)

118. During the Mihaylov & Bauer Ring Coalition’s Steampunk stock dump, at least
25 investors residing within the Southern District of New York purchased a total of at least
48,076 shares of Steampunk, and sustained combined losses totaling at least $57,999.

42

E. Example Four: The Bauer-Ferris Duo’s Polar Petroleum (POLR) Fraud

119. Using a methodology similar to that used with Virtus, North American Oil, and
Steampunk Wizards, Defendants Bauer and Ferris perpetrated a fraudulent pump-and-dump of
Polar Petroleum.  This pair of Defendants again (i) arranged for millions of shares of the Issuer
to be reissued in the names of offshore front companies, in tranches of less than 5% of the
Issuer’s outstanding stock, and to be deposited with various Offshore Platforms, (ii) orchestrated
and funded a materially misleading promotional campaign touting the stock, (iii) exploited the
share price and demand rises triggered by that campaign to unload their stock, and (iv) reaped
their illicit proceeds by furtive means.
i. Positioning Polar Petroleum Stock for Unloading

120. In the case of Polar Petroleum, the offshore vehicles into which Bauer and Ferris
caused millions of shares to be positioned for unloading on unsuspecting investors included
Swiss Platform #2-administered omnibus vehicle Koryak and front company account Zallas
Trading Corporation, and Swiss-Platform #3-administered account JTE Finanz in Trust, whose
beneficial owner was Bauer.
121. Because all, or virtually all, of Polar Petroleum’s purportedly unrestricted shares
were controlled by Bauer and Ferris, they, both together and separately, were affiliates of Polar
Petroleum and therefore, as a matter of law, the shares were restricted, and thus were subject to
the federal securities laws’ limitations and restrictions on unregistered sales of such shares.
122. By having their Polar Petroleum shares allocated in multiple different tranches,
each of which fell below 5% of the company’s total outstanding shares, to various nominee
shareholders and omnibus vehicles administered by various Offshore Platforms, Defendants
Bauer and Ferris created the false appearance – deceiving Polar Petroleum’s transfer agent, the

43

nominee entities’ brokerage firms, investors, and other market participants – that multiple
different, unrelated offshore entities each held less than 5% of Polar Petroleum’s stock.  In
reality, the shares nominally lodged with these entities were controlled by the Bauer-Ferris Duo.
ii. Promoting the Purchase of Polar Petroleum Stock

123. With virtually all of Polar Petroleum’s tradeable shares under its control, and as
those shares were being positioned to be sold on unsuspecting investors, the Bauer-Ferris Duo
designed, funded, and launched a  campaign urging investors to buy Polar Petroleum stock.
124.   Ferris coordinated the development and dissemination of the Polar Petroleum
promotional campaign, which ran from at least April to June 2013 (at which point the
Commission issued an Order suspending trading in Polar Petroleum).
125. The purported paying parties for this campaign were Atlanticos Media Servicos
Limitada (“Atlanticos”) and Commodity United Ltd; the purported publisher was Pond Research
LLC.  But in fact it was Bauer and Ferris who funded the Polar Petroleum campaign, using their
Swiss-banking, Swiss Platform #2-administered front companies.  For example, on April 8,
2013, within the same Swiss bank, Bauer’s Intercontinental Ventures Group Ltd front company
transferred $100,000 to Ferris’s Speedbird Corp front company, which, in turn, promptly wired
that same $100,000 to Atlanticos.  And between April 22 and May 6, 2013, Ferris’s Speedbird
front company sent three wires to Pond Research LLC totaling approximately $500,000.
126. The Polar Petroleum promotional materials urged readers to buy the stock and do
so quickly, to capitalize on supposedly realistic prospects of near-term, dramatic gains.  An
email-blasted Polar promotion disseminated in April 2013, for example, urged:  “Buy Polar
Petroleum (POLR) now before a stampede of investors begins rushing into a rising market for
this stock” (emphasis in original), adding, “[t] he fact is, you need to buy shares .... This will

44

likely be your last chance to buy Polar Petroleum at its current low levels before it soars much,
much higher.”  (Emphasis in original).  These statements were materially misleading for, among
other reasons, they omitted to disclose material facts, including that the Bauer-Ferris Duo behind
them did not believe the statements, as evidenced by the Duo’s simultaneous, and massive,
trading in the opposite direction as they collectively sold their stock during the campaign.
iii. The Bauer-Ferris Duo Dumps Its Polar Petroleum Stock

127. The Bauer-Ferris Duo’s    Polar Petroleum promotional campaign caused dramatic
rises in demand for the stock, as well as its share price.  The Bauer-Ferris Duo took full
advantage of this effect.  Between April 2 and June 10, 2013, through three offshore vehicles
(two administered by Swiss Platform #2 and the other by Swiss Platform #3), the Bauer-Ferris
Duo sold at least 2.74 million Polar Petroleum shares, for proceeds of at least $12.4 million.
128. The Bauer-Ferris Duo then reaped its illicit Polar Petroleum stock sale proceeds
via furtive means.   For example, as the Swiss Platform #2-administered Zallas and Koryak
accounts were receiving proceeds from unloading Polar Petroleum stock, both made
disbursements, funded by those proceeds, to Bauer’s and Ferris’s Swiss-banking front
companies.  These included (i) transfers from Koryak and from Zallas to Ferris’s Speedbird front
company, totaling $250,000 and $150,000, respectively and (ii) transfers from Koryak and from
Zallas to Bauer’s Intercontinental Ventures Group front company, totaling $1.516 million and
$521,312, respectively.  Bauer’s Intercontinental Ventures Group front company, in turn, wired
at least $600,000 to Ferris’s personal bank accounts, as illustrated in this table:

45

Date Amount Sender Recipient
29 May 2013 $100,000 Intercontinental Ventures Group Ltd (Bauer) Ferris
31 May 2013 $350,000 Intercontinental Ventures Group Ltd (Bauer) Ferris
11 June 2013 $50,000 Intercontinental Ventures Group Ltd (Bauer) Ferris
14 June 2013 $100,000 Intercontinental Ventures Group Ltd (Bauer) Ferris
TOTAL $600,000

129. During the Bauer-Ferris Duo’s Polar Petroleum stock dump, at least 40 investors
residing within the Southern District of New York purchased a total of at least 41,391 shares of
Polar Petroleum, and sustained combined losses totaling at least $135,742.
F. Example Five: The Sidoo & Bauer Ring Coalition’s American Helium
(AHELF) Fraud

130. In addition to the North American Oil fraud, Sidoo partnered with the Bauer Ring
in perpetrating at least another fraud, involving the stock of American Helium Corp.  Although
American Helium’s local market, at all relevant times, has been the TSX Venture exchange in
Vancouver, British Columbia, Canada, the company has since January 2018 had “F” shares
quoted on the Southern District of New York-headquartered OTC Markets: first (beginning in
January 2018) under the ticker symbol UUCRF, and then (since May 18, 2018) as AHELF.
131. F shares quoted on OTC Markets are continuously priced in accordance with local
market share price movements and available liquidity.
132. At all times, American Helium’s F shares have had five market makers, each
headquartered in the Southern District of New York.
i. Bauer, Auringer and Friedlander Provide Incubation-Stage Funding

133. By early 2015, Defendants Bauer, Auringer and Friedlander began funding a
private, development-stage company that they would later exploit for another pump-and-dump.
That company was then called Black Panther Petroleum Corp.

46

134. Initially, Bauer, Auringer and Friedlander funded Black Panther Petroleum’s
operations by drawing upon illicit proceeds of their prior pump-and-dumps.  These early
fundings included the following wires from Swiss Platform #1 omnibus vehicles:
Date Amount Sender
14 January 2015 $135,000 Vantage/Alabron
28 May 2015 $95,000 Vantage/Alabron
30 October 2015 $120,000 Provido

135. On or about October 1, 2015, Black Panther Petroleum changed its name (but
without changing the name on its bank account) to Bruin Point Energy Corp. (hereinafter “Black
Panther/Bruin Point”).
136. Over time, Bauer and Auringer began meeting Black Panther/Bruin Point “cash
calls” by wiring funds from their personal accounts, while Friedlander continued to do so using
funds on Swiss Platform #1, including the following transfers:
Date Amount Sender
24 January 2017 $10,000 Provido
17 March 2017 $12,000 Provido
ii. The Bauer Ring Joins With Sidoo

137. Meanwhile, by April 2017, the Bauer Ring had joined with Sidoo and decided to
collaborate on bringing forward a new, publicly traded entity, of which Black Panther/Bruin
Point would form a part, and from which they all could potentially profit through stock sales.
138. In furtherance of their collaboration, Sidoo insisted, and the Bauer Ring members
agreed, that all would establish brokerage accounts with the same broker, who was a Vancouver-
based stockbroker selected by Sidoo (hereinafter “Sidoo’s Broker”).  By or about May 2017,
Bauer, Auringer and Friedlander (among others) had all begun opening accounts with Sidoo’s
Broker; and by October 2017, Pozzoni and Kambeitz had done so as well.

47

139. On July 22, 2017, Bauer emailed this update to Friedlander and other Bauer Ring
members:  “The deal is on guys ......  We get 23M shares – the shell has no debts and 1.5M
shares – so we are 94% of the pub co[.]  We get 60% of the 23M and need to raise 40% of the
money[.]  Let’s talk on Monday and plan forward[.]  Deal is moving fast now – Sidoo has 60%
of the money already raised and good to go.”
140. In September 2017, Sidoo, Bauer, Friedlander and Auringer discussed among
themselves, including by email, whom they would select as CEO for their planned public
company.  Ultimately, they selected a longtime subordinate employee of Bauer.
141. In October 2017, Sidoo, Bauer, Friedlander and Auringer discussed among
themselves, including by email, who would be included on subscriber lists for the new
company’s shares.  On October 30, 2017, a Sidoo associate emailed Auringer and others stating
in part:  “Note that David [Sidoo] is managing the process and he is carefully monitoring the
[subscriber] list and who else needs to be added.”  Subscribers ultimately included various Sidoo
entities and associates as well as Auringer, Friedlander, Pozzoni, and newly opened
Liechtenstein-domiciled vehicles of Bauer and his wife:  Grauspitz Capital Anstalt and
Flascherberg Capital Anstalt.
142. On November 20, 2017, as the first trading day of the new public company
approached, Sidoo emailed Bauer, Auringer and Friedlander asking, “do you guys want to do a
small cross [trade] out [of] the gate on Bruin at .40c?  I think we might want to do [so] as b[a]it.
David,” to which Auringer replied, “I would be ok with it.”

48

iii. The New Publicly Traded Company Emerges

143. Meanwhile, on September 12, 2017, three British Columbia companies – Karoo
Exploration Corp, Bruin Point Energy Ltd (which had become the parent company of Bruin
Point/Black Panther), and 1131663 BC Ltd. – entered into an “Amalgamation Agreement.”
144. On December 4, 2017, Karoo Exploration changed its name to Bruin Point
Helium Corp and completed a reverse takeover of Bruin Point Energy and 1131663 BC Ltd.
Karoo acquired all outstanding shares of Bruin Point Energy and issued 36,990,000 post-
Consolidation shares to Bruin Point shareholders.
145. On December 11, 2017, shares of Bruin Point Helium began trading on the TSX
Venture exchange under the ticker BPX.
146. On January 11, 2018, Bruin Point filed a certification with OTCQB and thereafter
was quoted on OTC under the ticker UUCRF.
147. On May 10, 2018, Bruin Point Helium changed its name to American Helium Inc.
148. On May 18, 2018, American Helium changed its ticker on OTC Markets from
UUCRF to AHELF.
iv. Promoting the Purchase of American Helium Stock

149. With all or virtually all of American Helium’s shares under its concerted control
and positioned to be sold on unsuspecting investors, the Sidoo & Bauer Ring Coalition designed,
funded, and launched a campaign urging investors to buy American Helium stock.
150. Sidoo coordinated the development and dissemination of the American Helium
promotional campaign, which ran from at least March 2018 to July 2018.
151. Sidoo was involved in engaging almost all of the firms used for the American
Helium promotional campaign.  Sidoo signed a service agreement with one of those firms –

49

NYC Media Company A – which has at all relevant times been headquartered in New York City.
Invoices from that company were directed to Sidoo, who approved their payment.  Sidoo also
had, and exercised, authority over the American Helium promotional and creative content. And
Sidoo also contemporaneously reviewed reports from NYC Media Company A reflecting the
impact of American Helium promotional activity on its share price and trading volume.
152. The American Helium promotional materials that Sidoo arranged referenced both
American Helium’s TSX Venture and its OTC Markets ticker symbols, and were disseminated
throughout the United States.
153. The materials urged readers to buy the stock and do so quickly, to capitalize on
supposedly realistic prospects of near-term, dramatic gains.  One such promo, disseminated in
June 2018 by NYC Media Company A, prominently displayed this quote from Sidoo himself:
“There is a massive rush underway to secure high quality helium assets in the United States and
[American Helium] sits at the forefront of this cycle.” (Emphasis in original).  This and similar
such statements in the promotional materials were materially misleading for, among other
reasons, omitting to disclose material facts, including that the parties behind the statements – the
members of the Sidoo & Bauer Ring Coalition – did not believe the statements, as evidenced by
their simultaneous, and massive, trading in the opposite direction as they collectively sold their
stock during the campaign.
v. The Sidoo & Bauer Ring Coalition Dumps Its American Helium Stock

154. The Sidoo & Bauer Ring Coalition’s American Helium promotional campaign
caused dramatic rises in demand for American Helium stock, as well as its share price.  The
Sidoo and Bauer Ring Coalition took full advantage of this effect.  Between March 2018 and

50

February 2020, accounts associated with the Sidoo & Bauer Ring Coalition sold at least 7.64
million American Helium shares, for proceeds of at least $1.45 million.
155. By design and agreement, the Sidoo and Bauer Ring Coalition coordinated their
selling of American Helium stock, primarily through Sidoo’s Broker, as this May 18, 2018 email
from Sidoo’s Broker to Friedlander illustrates:  “Also as discussed and agreed, we may/will
bundle your sales with other clients who wish to filter sell like you and with the same parameters
considerations (volume/don’t hurt market, blended pricing throughout the day).”
156. During the Sidoo & Bauer Ring Coalition’s American Helium stock dump, at
least two investors residing within the Southern District of New York purchased a total of at least
6,000 shares of American Helium, and sustained combined losses totaling at least $2,385.
G. THE SEPARATE FRAUDS BY MIHAYLOV AND FERRIS
(TWO MORE EXAMPLES)

157. In addition to the fraudulent stock dumps each perpetrated in league with the
Bauer Ring, Defendants Mihaylov and Ferris each perpetrated at least one additional fraud.  Each
employed similar methodology, and used one or more of the same offshore front companies,
Offshore Platforms, or both, as each used in their frauds perpetrated with the Bauer Ring.
i. Mihaylov’s Lifelogger Fraud

158. Mihaylov used Blacklight-administered vehicles to position his Lifelogger stock
offshore, in less-than-5% tranches,  and later sell it to unsuspecting investors – just as he did with
Steampunk, described above.  The Blacklight administered vehicles Mihaylov used for this
purpose included his Fibex Holdings Limited and Paradigm Ventures Inc. front companies, each
of which had a straw owner.  These allocations and unloadings were fraudulent for the same
reasons as were similar allocations and unloadings in the Steampunk fraud, described above.

51

159. During Mihaylov’s Lifelogger stock dump (when he sold at least 24.93 million
shares for proceeds totaling at least $12.15 million), at least 127 investors residing within the
Southern District of New York purchased a total of at least 221,955 shares of Lifelogger, and
sustained combined losses totaling at least $42,481.
ii. Ferris’s Blue Eagle Lithium Fraud

160. Ferris utilized Blacklight-administered vehicles to position his Blue Eagle
Lithium stock offshore, in less-than-5% tranches, and later unload it on unsuspecting investors –
just as he did with the Virtus and Steampunk frauds, described above, which he had perpetrated
with the Bauer Ring.  The Blacklight administered vehicle Ferris used for this purpose was
Apollo Ventures Inc. (a front company de facto owned by another member of the penny stock
fraud community, but made available to Ferris for purposes of his Blue Eagle fraud). These
allocations and unloadings were fraudulent for the same reasons as were similar allocations and
unloadings in the Virtus and Steampunk frauds, described above.
161. During Ferris’ Blue Eagle stock dump (when he, along with others not named
here, sold at least 4.98 million Blue Eagle shares for illicit proceeds totaling at least $5.95
million), at least 50 investors residing within the Southern District of New York purchased a
total of at least 143,701 shares, and sustained combined losses totaling at least $99,962.
H. DEFENDANTS’ PUMP-AND-DUMPS OF OTHER PENNY STOCKS

162. In addition to the pump-and-dumps described above, various combinations of the
Defendants effected similar fraudulent pump-and-dumps during the course of their fraud scheme,
of numerous other penny stocks, including, but not limited to, the following issuers’ stocks:
Cyberfort Software Inc. (CYBF); Cantabio Pharmaceuticals Inc. (CTBO);   Black Stallion Oil and
Gas Inc. (BLKG) (currently known as Arize Therapeutics Inc.); PetroTerra Corp. (PTRA)

52

(currently known as Transportation & Logistics Systems Inc.); Black River Petroleum Corp.
(BRPC); Gray Fox Petroleum Corp. (GFOX); Patriot Berry Farms Inc. (PBFI); Bison Petroleum
Corp. (BISN) (currently known as Yinhang Internet Technologies Inc.); Lone Star Gold Inc.
(LSTG) (currently known as Good Hemp Inc.); and True North Energy Corp. (TNEN).
163. Defendants conducted the pump-and-dumps of these additional stocks similarly to
those described above.  In these additional frauds, the relevant combination of Defendants: (1)
exploited materially misleading promotional campaigns to boost demand for the stock; (2) used
an array of Offshore Platform-supplied vehicles to fraudulently spread out and conceal their
ownership and control of each Issuer’s purportedly unrestricted shares in order to (3) those
shares to unsuspecting retail investors in the midst of promotional campaigns that they arranged,
and (4) reap distributions of the resulting proceeds furtively, typically (5) while also flouting
their affirmative reporting obligations under the federal securities laws – as controlling
shareholders of each  Issuer – to report their holdings and trading.  The following table provides
a non-exhaustive overview of the additional stocks comprising Defendants’ scheme:
Issuer (Ticker, CIK)
Date Range of
Stock Sales
Estimated Illicit
Proceeds
Complicit
Defendants
CYBF (0001522787) 11/2016 – 12/2018 $1.37 million Bauer & Ferris
CTBO (0001557565) 11/2015 – 10/2018 $2.56 million Bauer Ring
BLKG (0001542335) 10/2014 – 11/2016 $3.5 million Bauer Ring
PTRA (0001463208) 5/2014 – 9/2016 $3.96 million Bauer Ring
BRPC (0001479000) 4/2014 – 5/2014 $417,000 Bauer & Ferris
GFOX (0001546589) 11/2013 – 8/2014 $11.8 million Bauer Ring
PBFI (0001522787) 8/2013 – 2/2016 $425,000 Bauer & Ferris
BISN (0001494722) 2/2013 – 9/2015 $2.36 million Bauer Ring
LSTG (0001464865) 8/2011 – 1/2013 $4.9 million Bauer Ring
TNEN (0001292521) 4/2006 – 5/2007 $40.23 million Bauer Ring

TOTAL $71.52 million

164. During the True North Energy (TNEN) stock dump (the last pump-and-dump
listed in the above table) at least 153 investors residing within the Southern District of New York

53

purchased a total of at least 193,628 shares of T rue North Energy, and sustained combined losses
totaling at least $416,556.  Similarly, during the dumping phase of each of other the penny stock
pump-and-dumps listed in the above table, purchasers of each of the stocks listed therein, on
information and belief, likewise included investors residing within the Southern District of New
York, who sustained substantial losses.
III. DEFENDANTS HAVE SPENT LITTLE TIME IN THE UNITED STATES
165. Facts relevant to the timeliness of certain of the relief sought by the Commission
include whether, how recently, and for how much time in total, the Defendants have been present
in the United States since violating the federal securities laws.
166. A Defendant who did not once enter the United States in the five years following
a violation of the federal securities laws cannot avail him- or herself of the five-year statute of
limitations for civil money penalties set forth in 28 U.S.C. § 2462 for that violation.
167. Defendant Mihaylov, for example, has not once entered the United States since
2004, on information and belief.   He therefore has no statute of limitations defense to the
remedy of civil monetary penalties for any of his securities law violations alleged in this case.
168. Additionally, the current, five-year and ten-year statutes of limitations for
disgorgement and injunctive relief contain a tolling provision under which the time period for
such remedies runs only when the Defendant is  within the United States.
10
  On information and
belief, each of the other Defendants’ individual, cumulative time spent in the United States is far
less than five years – with the longest total of any Defendant being about three years, at most.
As a result, the disgorgement and injunctive relief remedies sought in this case against each of
the Defendants all remain timely, across the entire time period of the violations alleged herein.

10
 See 15 U.S.C. § 78u(d)(8)(C).

54

FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a)(1) and (3) of the Securities Act by Bauer, Auringer,
Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz)

169. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if
fully set forth herein.
170.
By reason of the conduct described above, defendants Bauer, Auringer,
Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, in the offer or sale of securities of
one or more of Virtus, North American Oil, Steampunk, Polar Petroleum, American Helium,
Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion, PetroTerra, Black River Petroleum,
Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum, Lone Star Gold and True North
Energy Corp., 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/or (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.

171. By reason of the conduct described above, defendants Bauer, Auringer,
Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz 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
restrained and 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) by
 Bauer,
Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz)

172. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if
fully set forth herein.

55

173. By reason of the conduct described above, defendants Bauer, Auringer,
Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, acting knowingly or recklessly,
directly or indirectly, in connection with the purchase or sale of securities of one or more of
Virtus, North American Oil, Steampunk, Polar Petroleum, American Helium, Lifelogger, Blue
Eagle, Cyberfort, Cantabio, Black Stallion, PetroTerra, Black River Petroleum, Gray Fox
Petroleum, Patriot Berry Farms, Bison Petroleum, Lone Star Gold and True North Energy Corp,
by the use of the means or instrumentalities of interstate commerce or of the mails, or of any
facility of any national securities exchange: (i) employed devices, schemes, or artifices to
defraud; and/or (ii) engaged in acts, practices, or courses of business which operated or would
have operated as a fraud or deceit upon any person.
174. By engaging in the foregoing conduct, Defendants Bauer, Auringer, Friedlander,
Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz violated, and unless restrained and enjoined will
continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES

(Violations of Sections 5(a) and 5(c) of the Securities Act by
 Bauer, Auringer, Friedlander,
Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz)

175. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if
fully set forth herein.
176. At all relevant times, the securities of one or more of Virtus, North American Oil,
Steampunk, Polar Petroleum, Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion,
PetroTerra, Black River Petroleum, Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum,
Lone Star Gold and True North Energy Corp., referenced above as having been sold by some or

56

all of Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz
were not registered in accordance with the provisions of the Securities Act and no exemption
from registration was available.
177. Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and
Kambeitz’s offers and sales of the securities of one or more of Virtus, North American Oil,
Steampunk, Polar Petroleum, Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion,
PetroTerra, Black River Petroleum, Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum,
Lone Star Gold and True North Energy Corp., were made in the United States in that (a) sales
were executed by broker-dealer firms in the United States; (b) irrevocable liability with respect
to sales was incurred in the United States; and (c) title with respect to the sales passed in the
United States.

178. By reason of the foregoing, defendants Bauer, Auringer, Friedlander, Pozzoni,
Ferris, Mihaylov, Sidoo and Kambeitz, directly or indirectly, made use of the means and
instruments of transportation or communication in interstate commerce, or of the mails, to offer
and sell securities when no registration statement had been filed or was in effect as to such
securities, and when no exemption from registration was available.
179. By reason of the foregoing, defendants Bauer, Auringer, Friedlander, Pozzoni,
Ferris, Mihaylov, Sidoo and Kambeitz violated and, unless restrained and enjoined will continue
to violate, Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§77e(a), (c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests the Court to enter a Judgment that:
A. Permanently retrains and enjoins the defendants Bauer, Auringer, Friedlander,
Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, and their agents, servants, employees and

57

attorneys, and those persons in active concert or participation with them who receive actual
notice of the injunction by personal service or otherwise, from:
1. violating Section 17(a) of the Securities Act [15 U.S.C. §§77q(a)];
2. violating Section 10(b) of the Exchange Act [15 U.S.C. §§78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. §240.10b-5];
3. violating Section 5 of the Securities Act [15 U.S.C. § 77e); and
4. directly or indirectly, including but not limited to, through any entity each
owns or controls, participating in the issuance, purchase, offer, or sale of any security;
provided, however, that such injunction shall not prevent defendants from purchasing or
selling securities listed on a national securities exchange for their own personal account;
B. Permanently bars Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris,
Mihaylov, Sidoo and Kambeitz from:
1. participating in an offering of 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)]; and
2. serving as an officer or director of any public company pursuant to Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];
C. Orders Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov,
Sidoo and Kambeitz 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)];
D. Orders Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov,
Sidoo and Kambeitz to disgorge, with prejudgment interest, any and all ill-gotten gains each
received, or may be liable for jointly and severally, as a result of the conduct described herein;

58

E. Retains jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
F. Grants such other and further relief as this Court may deem just and proper.
DATED this 14th day of April, 2022.
      Respectfully submitted,
/s/    Benjamin D. Brutlag                         .
Benjamin D. Brutlag (BB1196)
Kenneth W. Donnelly (pro hac vice motion pending)
(Co-Lead Trial Attorney)
      David A. Nasse (pro hac vice motion pending)
                 (Co-  Lead Trial Attorney)
J. Lee Buck II

      SECURITIES AND EXCHANGE COMMISSION
100 F Street N.E.
Washington, DC  20549
Phone: (202) 551-4946 (Donnelly direct)
Fax: (202) 708-6087 (fax)
[email protected] (Donnelly email)

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
    Plaintiff, 
 v. 
 
RONALD BAUER A/K/A RONALD J. 
BAUER and RONALD JACOB BAUER, 
CRAIG JAMES AURINGER, ALON 
FRIEDLANDER, MASSIMILIANO 
(“MAX”) POZZONI, DANIEL MARK 
FERRIS, PETAR DMITROV 
MIHAYLOV, DAVID SIDOO and ADAM 
CHRISTOPHER KAMBEITZ, 
 
    Defendants. 
 

 
 

 
 
 
 
Case No. 1:22-cv-3089 

 
 
 

 
COMPLAINT 

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

following against defendants Ronald Bauer a/k/a Ronald J. Bauer and Ronald Jacob Bauer 

(“Bauer”), Craig James Auringer (“Auringer”), Alon Friedlander, Massimilano (“Max”) Pozzoni 

(“Pozzoni”), Daniel Mark Ferris (“Ferris”), Petar Dmitrov Mihaylov (“Mihaylov”), David Sidoo 

(“Sidoo”), and Adam Christopher Kambeitz (“Kambeitz”) (collectively, the “Defendants”).   

1. This case concerns a fraudulent scheme comprising a series of highly profitable 

“pump-and-dumps” of the stock of at least seventeen publicly-traded companies (“Issuers”) 

quoted on U.S. markets. 

2. From at least 2006 and continuing until at least 2020 (the “Relevant Period”), the 

Defendants formed and acted in various combinations (or “Rings”), on a serial basis, to 

(a) amass a controlling interest in an Issuer; (b) conceal their collective control of the stock of the 

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2 
 

Issuer; (c) fund misleading promotional campaigns to increase investor interest in purchasing the 

Issuer’s stock; and (d) then exploit the buy-side demand they had created by collectively 

unloading their shares of the stock on unsuspecting retail investors, thereby reaping millions in 

illicit gains.  Following each such fraud, Defendants divided most of their profits while 

reinvesting a portion thereof into their next pump-and-dump scheme.  Over the Relevant Period 

the Defendants garnered more than $145 million in illicit proceeds.    

3. For all but two of these pump-and-dumps, the primary strategist was Defendant 

Bauer, a London-based recidivist.  Bauer oversaw nearly every aspect of the scheme and most 

frequently called upon the other Defendants to, among other things, acquire control of the Issuer, 

arrange for the issuance of shares, and conduct promotional activity.  As referred to herein, the 

“Bauer Ring” was the most prolific of the Rings and included Defendants Bauer, Auringer, 

Friedlander, Pozzoni and, beginning around 2010, Defendants Kambeitz and Ferris.1  Over the 

Relevant Period, the Bauer Ring perpetrated the scheme with respect to at least seven Issuers.   

4. A second Ring, comprising the Bauer Ring members plus Defendant Sidoo (the 

“Sidoo & Bauer Ring Coalition”), perpetrated pump-and-dumps with respect to at least two other 

Issuers.  A third Ring, comprising the Bauer Ring members plus Defendant Mihaylov (the 

“Mihaylov & Bauer Ring Coalition”), executed two more pump-and-dumps.  And a fourth Ring, 

involving Bauer and Ferris (the “Bauer-Ferris Duo”), perpetrated four more pump-and-dumps.  

Apart from Bauer, Mihaylov and Ferris each also engaged in his own pump-and-dump fraud 

(sometimes with the assistance of others). 

5. The following table provides an overview of the serial schemes alleged in this 

Complaint, including each respective pump-and-dump’s participants:   

                                                           
1 Ferris left the Bauer Ring in or about 2018.  Kambeitz remains active in the Bauer Ring. 

Case 1:22-cv-03089   Document 1   Filed 04/14/22   Page 2 of 58



3 
 

Issuer 

Minimum 
Date Range 

of Illicit 
Share Sales 

Approximate 
Minimum 

Illicit 
Proceeds 

B
au

er
 

A
ur

in
ge

r 

Fr
ie

dl
an

de
r 

Po
zo

zo
ni

 

K
am

be
itz

 

Fe
rr

is
 

M
ih

ay
lo

v 

Si
do

o 

Defendant(s) Involved in the Fraud 
Bauer Ring Frauds 

Black Stallion Oil and 
Gas Inc. 

Oct. 2014 – 
Nov. 2016 $3.5 million X X X X X X   

PetroTerra Corp. May 2014 – 
Sept. 2016 $3.96 million X X X X X X   

Virtus Oil & Gas Corp. Feb. 2014 – 
Jan. 2015 $23.1 million X X X X X X   

Gray Fox Petroleum 
Corp. 

Nov. 2013 –   
Aug. 2014 $11.8 million X X X X X X   

Bison Petroleum Corp. Feb. 2013 – 
Sept. 2015 $2.36 million X X X X X X   

Lone Star Gold Inc. Aug. 2011 –   
Jan. 2013 $4.9 million X X X  X X   

True North Energy Corp. April 2006 –  
May 2007 $40.23 million X X X X     

Sidoo & Bauer Ring Coalition Frauds 
North American Oil & 
Gas Corp. 

July 2013 –  
Aug. 2014 $15.23 million X X   X   X 

American Helium Inc. Mar. 2018 – 
Feb. 2020 $1.45 million X X X X X   X 

Mihaylov & Bauer Ring Coalition Frauds 
Cantabio 
Pharmaceuticals Inc. 

Nov. 2015 – 
Oct. 2018 $2.56 million X X X  X X X  

Steampunk Wizards Inc. Aug. 2015 – 
Nov. 2016 $3.29 million X X X X X  X  

Bauer-Ferris Duo Frauds 

Polar Petroleum Corp. Apr. 2013 –  
June 2013 $12.4 million X     X   

Patriot Berry Farms Inc. Aug. 2013 – 
Feb. 2016 $425 thousand X     X   

Black River Petroleum 
Corp. 

Apr. 2014 –  
May 2014 $417 thousand X     X   

Cyberfort Software Inc. Nov. 2016 – 
Dec. 2018 $1.37 million X     X   

Mihaylov Fraud 
Lifelogger Technologies 
Corp. 

Mar. 2014 – 
May 2016 $12.15 million       X  

Ferris Fraud 

Blue Eagle Lithium Inc. Aug. 2018 – 
Aug. 2019 $5.95 million      X   

 
 

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4 
 

6. Defendants, in the execution of these schemes, often relied on the services of 

offshore financial firms, typically Swiss-based (hereinafter “Offshore Platforms”), to conceal 

their control of shares and their collective activities with respect to each Issuer.  They also used 

front companies and omnibus vehicles2 administered by the Offshore Platforms to help them 

commit their fraud.  Through such means, Defendants hid their coordinated efforts from 

gatekeepers (transfer agents and brokers) who otherwise would have treated their shares as 

restricted stock, which could not have been freely purchased, sold or transferred in the retail 

market.  Defendants also flouted their affirmative obligations under the federal securities laws, as 

controlling shareholders, to report their holdings, trading, and agreements as to the same, and, by 

so doing, hid their coordinated efforts from investors. 

7. As a result of the conduct alleged in this Complaint, each of the Defendants 

violated Sections 17(a)(1) and (3) of the Securities Act of 1933 (“Securities Act”), Section 10(b) 

of the Securities Exchange Act of 1934 (“Exchange Act”), and Rules 10b-5(a) and (c) 

thereunder.  Each of the Defendants also violated Sections 5(a) and 5(c) of the Securities Act. 

8. The Commission seeks permanent injunctions against the Defendants, enjoining 

each from engaging in the transactions, acts, practices, and courses of business alleged in this 

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

Complaint, together with prejudgment interest pursuant to Section 21(d) of the Exchange Act; 

civil penalties pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the 

Exchange Act; an order barring each Defendant from participating in any offering of a penny 

stock, pursuant to Section 20(g) of the Securities Act and/or Section 21(d) of the Exchange Act; 

officer/director bars pursuant to Section 21(d)(2) of the Exchange Act; conduct-based injunctions 

                                                           
2 An “omnibus vehicle” is one that effects securities trades and money movements on behalf of multiple different 
clients, typically using accounts at multiple banks and brokerage houses. 

Case 1:22-cv-03089   Document 1   Filed 04/14/22   Page 4 of 58



5 
 

enjoining each Defendant from directly or indirectly participating in the issuance, purchase, 

offer, or sale of any security; and such other relief as the Court may deem appropriate.   

JURISDICTION AND VENUE 

9. This Court has subject matter 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), 78aa]. 

10. 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 Southern 

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

instrumentalities in interstate commerce, or the mails.  For example, retail investors residing 

within this District purchased stock in each of the Issuers, which are discussed below; shares in 

virtually all of the Issuers discussed below were, in furtherance of the scheme, delivered to 

custodial firms headquartered within this District; and virtually all wire transfers in furtherance 

of the scheme passed through banks headquartered in this District.   

DEFENDANTS 

11. Ronald Bauer a/k/a Ronald J. Bauer and Ronald Jacob Bauer (“Bauer”), age 

47, is a citizen of Canada and the United Kingdom, and is believed to be residing in the United 

Kingdom.  As detailed below, Bauer oversaw and coordinated virtually every aspect of every 

penny stock fraud perpetrated by the various groups he led.  Bauer undertook the acts alleged 

herein after the February 2006 entry of a final judgment against him, by consent, in the 

settlement of an SEC enforcement action involving a similar penny stock fraud scheme.  See 

SEC v. Bauer, No. 05-cv-0426 (N.D. Tex., filed March 2, 2005). 

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12. Craig James Auringer (“Auringer”), age 51, is a Canadian citizen believed to 

be residing in the United Kingdom.  As detailed below, Auringer’s primary role was arranging 

promotional campaigns touting various stocks, including, since around 2010, overseeing such 

promotional activity through Kambeitz.  Auringer also used offshore omnibus vehicles and front 

companies to conceal the fact that he was the beneficiary of illegal stock sales, and failed both to 

disclose his beneficial ownership and trading and to register his stock sales as legally required. 

13. Alon Friedlander (“Friedlander”), age 49, is a German citizen believed to be 

residing in the United Kingdom.  As detailed below, his roles included identifying purported 

petroleum, mineral and other interests to ultimately exploit through Bauer Ring pump-and-

dumps, as well as to advance funds to cover expenses and to direct the corporate actions of 

various Issuers during such frauds.  Friedlander also used offshore omnibus vehicles and front 

companies to conceal the fact that he was the beneficiary of stock sales, and failed both to 

disclose his beneficial ownership and trading and to register his stock sales as legally required. 

14. Massimiliano “Max” Pozzoni Lundie (“Pozzoni”), age 46, is a dual citizen of 

Italy and Chile believed to be residing alternately between the United Kingdom and Spain.  

Initially, Pozzoni served as a complicit figurehead officer/director of various Issuers whose stock 

was the subject of fraudulent Bauer Ring pump-and-dumps, including at least one – True North 

Energy Corp. – from which he secretly received at least $2 million in stock sale proceeds in a 

Swiss bank account he controlled.  Pozzoni also used offshore omnibus vehicles and front 

companies to conceal the fact that he was the beneficiary of stock sales, and failed both to 

disclose his beneficial ownership and trading and to register his stock sales as legally required. 

15. Daniel Mark Ferris (“Ferris”), age 40, is a citizen of the United Kingdom 

believed to be residing in Monaco.  Like Pozzoni, Ferris initially served as a complicit 

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figurehead officer/director of various issuers (including Lone Star Gold and Virtus Oil & Gas) 

whose stocks were the subject of Bauer Ring pump-and-dumps.  In 2019, Ferris perpetrated his 

own penny stock pump-and-dump (Blue Eagle Lithium) that was halted by a Commission 

trading suspension.  Ferris committed virtually all of his acts encompassed by this Complaint 

after the Commission, in 2013, suspended trading in one of the stocks (Polar Petroleum) that was 

the subject of a fraud perpetrated with Bauer.  Like others, Ferris used offshore omnibus vehicles 

and front companies to conceal that he was the beneficiary of stock sales, and failed both to 

disclose his beneficial ownership and trading and to register his stock sales as legally required. 

16. Petar Dmitrov Mihaylov (“Mihaylov”), age 42, is a Bulgarian citizen believed 

to be residing in Bulgaria.  As detailed below, he partnered with the Bauer Ring on at least two 

fraudulent pump-and-dumps – Steampunk Wizards Inc. and Cantabio Pharmaceuticals Inc. – and 

perpetrated at least one pump-and-dump (Lifelogger Technologies Corp.) apart from Bauer.  

Mihaylov engaged in the conduct described herein after the September 2012 entry of a final 

judgment against him, by consent, in the settlement of an SEC enforcement action involving a 

similar penny stock fraud.  See SEC v. Homeland Safety International Inc. et al., No. 08-cv-1187 

(N.D. Tex., filed July 15, 2008).  Like others, Mihaylov used offshore omnibus vehicles and 

front companies to conceal that he was the beneficiary of stock sales, and failed both to disclose 

his beneficial ownership and trading and to register his stock sales as legally required. 

17. David Sidoo (“Sidoo”), age 62, is a Canadian citizen believed to be residing in 

Canada.  For at least eight years during the 1990s, Sidoo worked as a stockbroker in Vancouver, 

British Columbia, Canada.  As detailed below, he joined in perpetrating at least two Sidoo & 

Bauer Ring Coalition frauds (North American Oil & Gas Corp. and American Helium Inc.).  

Like others, Sidoo used offshore omnibus vehicles and front companies to conceal the fact that 

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he was the beneficiary of stock sales, and failed both to disclose his beneficial ownership and 

trading and to register his stock sales as legally required. 

18. Adam Christopher Kambeitz (“Kambeitz”), age 47, is a Canadian citizen 

believed to be residing in the Cayman Islands.  A subordinate member of the Bauer Ring, 

Kambeitz’s role, since 2010, was to arrange materially misleading promotional campaigns for 

various issuers that were the subject of Bauer Ring and Sidoo & Bauer Ring Coalition pump-

and-dumps.  To that end, Kambeitz routinely established and retired various different offshore 

front companies that each served as the purported paying party for promotional campaigns.  

Kambeitz also engaged in inherently deceptive conduct in furtherance of the scheme that 

included (a) routing payments to media companies through two different offshore accounts he 

controlled and (b) making material misrepresentations to foreign banks.   

RELATED PARTIES 

I. ISSUERS USED AS INSTRUMENTS FOR THE FRAUDS DESCRIBED HEREIN 

19. Virtus Oil & Gas Corp. (CIK 0001478725), known as Curry Gold Corp until 

August 2013 (“Virtus Oil & Gas” or “Virtus”), was at all relevant times a Nevada corporation 

headquartered in Los Angeles, California purportedly in the business of acquisition and 

exploration of oil and gas properties in Utah and other western states.  The company filed a Form 

8-A12G on October 17, 2011 to register its common stock under Exchange Act Section 12(g).  

On April 26, 2019, the Commission issued an order revoking that registration.  Virtus’s 

securities were quoted on OTC Link3 under the symbol “VOIL,” and it filed periodic reports 

with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).   

                                                           
3 OTC Link is an interdealer quotation, messaging, and trading system for broker-dealers provided by OTC Link 
LLC, a wholly-owned subsidiary of OTC Markets Group. 

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20. North American Oil & Gas Corp. (CIK 0001515635), known as Calendar 

Dragon Inc. until November 2012 (“North American Oil”), was at all relevant times a Nevada 

Corporation headquartered in Ventura, California, purportedly in the business of acquisition and 

exploration of oil and gas properties in California.  The company filed a Form 8-A12G on 

December 6, 2012 to register its common stock under Exchange Act Section 12(g).  On October 

4, 2017, the Commission issued an order revoking that registration.  North American Oil’s 

securities were quoted on OTC Link under the symbol “NAMG,” and it filed periodic reports 

with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).  

21. American Helium Inc. (“American Helium”) was at all relevant times a 

Canadian corporation headquartered in Vancouver, British Columbia, Canada, purportedly in the 

business of exploring for and developing helium assets in Utah.  The company’s common stock 

has been quoted on the OTC Link under the symbol “AHELF,” and it has had five market 

makers, all headquartered in New York City.   

22. Steampunk Wizards Inc. (CIK 0001557798), known as Freedom Petroleum Inc. 

until July 2015, and known as Tianci International Inc. since November 3, 2016 (“Steampunk”), 

is a Nevada corporation headquartered in Los Angeles, California that, at all relevant times, was 

purportedly in the business of developing games and gaming technology.  Steampunk’s 

securities were quoted on OTC Link under the symbol “SPWZ,” and it filed periodic reports with 

the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a). 

23. Polar Petroleum Corp. (CIK 0001520320), known as Post Data Inc. until 

October 2012 (“Polar”), was at all relevant times a Nevada corporation headquartered in 

Anchorage, Alaska, purportedly in the business of oil and gas exploration, development and 

production in the state of Alaska.  Polar’s securities were quoted on OTC Link under the symbol 

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“POLR,” and it filed periodic reports with the Commission, including Forms 10-K and 10-Q, 

pursuant to Exchange Act Section 13(a).  On June 10, 2013 – while Bauer’s and Ferris’s Polar 

fraud was ongoing – the Commission issued an order suspending trading in Polar’s stock.  

24. Lifelogger Technologies Corp. (CIK 0001567771), known as Snap Online 

Marketing Inc, until December 2013 (“Lifelogger”), was at all relevant times a Nevada 

Corporation headquartered in Palm Beach Gardens, Florida, purportedly in the business of 

providing an “enhanced media experience for consumers by augmenting videos, livestreams and 

photos with additional context information and providing a platform that makes it easy to find 

and use that data when viewing or sharing media.”  The company filed a Form 8-A12G on 

September 4, 2015 to register its common stock under Exchange Act Section 12(g).  Lifelogger’s 

securities were quoted on OTC Link under the symbol “LOGG,” and it filed periodic reports 

with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).  

25. Blue Eagle Lithium Inc. (CIK 0001557668), known as Wishbone Pet Products 

Inc. until May 2018 (“Blue Eagle”), was at all relevant times a Nevada Corporation 

headquartered in Henderson, Nevada, purportedly in the business of acquisition and development 

of early-stage lithium exploration opportunities in Nevada.  The company filed a Form 8-A12G 

on February 23, 2016 to register its common stock under Exchange Act Section 12(g).  Its 

securities were quoted on OTC Link under the symbol “BEAG,” and it filed periodic reports 

with the Commission, including Forms 10-K and 10-Q, pursuant to Exchange Act Section 13(a).  

On July 1, 2019, the Commission issued an order suspending trading in Blue Eagle’s stock. 

II. OFFSHORE PLATFORMS 

26. Blacklight S.A.  (“Blacklight”) was, from 2010 through 2019, a financial 

services firm headquartered in Geneva, Switzerland that actively specialized in depositing and 

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liquidating stock through various foreign brokerage firms.  Apart from Sidoo, each of the 

Defendants was a Blacklight client, who used Blacklight-administered vehicles for securities 

trading, money movements, or both, relating to most of the frauds described herein.     

27. As used herein, the “Asia Platform” refers to a collection of nine omnibus 

vehicles that had banking and trading accounts in Hong Kong, China and/or Singapore, all 

administered by Canadians Steve Mako Bajic and Rajesh Taneja, and that specialized in 

depositing and liquidating stock.4  By 2015, Blacklight ran portions of its clients’ (including the 

Bauer Ring’s) penny stock frauds through the Asia Platform, with the two platforms sharing in 

the resulting commissions. 

28. As used herein, “Swiss Platform No. 1” refers to two affiliated financial services 

firms headquartered in Zurich, Switzerland and St. Ouen, Isle of Jersey, which specialized in 

depositing and liquidating stock and operated from at least 2011 until at least late 2017 (when 

one of its principals was enjoined in a Commission enforcement action).5  All members of the 

Bauer Ring were Swiss Platform No. 1 clients, who used vehicles administered by Swiss 

Platform No. 1 for securities trading, money movements, or both, in connection with the pump-

and-dumps alleged herein.  Although Swiss Platform No. 1 generated dozens of front company 

names that its clients (including the Bauer Ring) used as nominal holders of stock certificates, all 

                                                           
4 On January 2, 2020, the SEC filed suit against (among other defendants) Bajic, Taneja, and eight of the companies 
comprising the Asia Platform.  SEC v. Bajic et al., Lit. Rel. No. 24712/Jan. 10, 2020.  Final judgments have since 
been entered against Taneja and each of the Asia Platform entity defendants. 
 
5 The respective principals of the two firms comprising Swiss Platform No. 1, Daniel Lacher and Wayne Weaver, 
were named in Commission enforcement actions for securities fraud and other violations.  Weaver was sued on 
November 17, 2015 (SEC v. Jammin Java Corp et al, Civil Action No. 2:15-cv-08921 (C.D. Cal. Filed Nov 17, 
2015)); Lacher was sued on November 17, 2018 (SEC v. Morrie Tobin et al, Civil Action No. 1:18-cv-12451 
(D.Mass. filed Nov 27, 2018)).  A final judgment imposing permanent injunctions and a penny stock bar against 
Weaver, and ordering him to pay monetary remedies totaling $57 million, was entered on October 2, 2017 and, on 
May 8, 2019, affirmed on appeal.  See SEC v. Wayne S.P. Weaver et al. No. 17-56423 (9th Cir. May 8, 2019).  The 
Commission’s case against Lacher remains pending.  

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such stock was ultimately deposited and sold through a Swiss Platform No. 1-administered 

omnibus vehicle named Alabron Capital Corp (which was called Vantage Securities Inc. until 

June 18, 2014) (hereinafter “Vantage/Alabron”).  For money movements, Swiss Platform No. 1 

used at least three omnibus vehicles:  Vantage/Alabron, Provido Ventures Inc. (“Provido”), 

and Blue Leaf Capital Ltd (“Blue Leaf Capital”).  

29. As used herein, “Swiss Platform No. 2” refers to a financial services firm 

headquartered in Geneva, Switzerland that specialized in depositing and liquidating stock and 

operated from at least 1998 until at least August 2016.  At least five members of the Bauer Ring 

(Bauer, Auringer, Friedlander, Pozzoni and Ferris), plus Sidoo, were clients of Swiss Platform 

No. 2, from as early as 2004 onward, and each used vehicles administered by it for securities 

trading, money movements, or both, in connection with the pump-and-dumps detailed herein.   

30. As used in this Complaint, “Swiss Platform No. 3” refers to a financial services 

firm headquartered in Zurich, Switzerland that specialized in depositing and liquidating stock 

and operated from at least 1998 until January 2017.  At least four members of the Bauer Ring 

(Bauer, Auringer, Friedlander and Pozzoni) were clients of Swiss Platform No. 3 from as early as 

2006 onward, and each used vehicles administered by it for securities trading, money 

movements, or both, in connection with many of the pump-and-dumps detailed herein.  

FACTS 

I. BACKGROUND 

A. Statutory Framework Concerning the Sale of Securities: Control Persons, 
Restrictions on Sales, and Issuer Disclosure Requirements 
 

31. Stock of a public company, held by control persons of that company, cannot 

generally be offered or sold to the public without being first registered with the Commission or 

without complying with various public disclosure requirements and limits on the amount of stock 

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that can be sold.  These legal requirements create market transparency by giving investors access 

to material information, including information identifying: from whom the investors would be 

buying stock, the control persons of the company, and what those control persons are doing with 

their own stock. 

32. For example, before such stock can be publicly sold, the person issuing or selling 

the stock must either (a) register such sales with the Commission pursuant to Section 5 of the 

Securities Act [15 U.S.C. §77e]; (b) rely on an exemption from registration; or (c) comply with 

the sale conditions outlined in Commission Rule 144, which provides a safe harbor for selling 

unregistered stock.  See 15 U.S.C. §§77d, 77e; 17 C.F.R. §230.144., including limitations on the 

amount of stock a control person can legally sell.   

33. In addition, for companies whose securities are registered under Section 12 of the 

Exchange Act, investors owning 5% or more of the company’s publicly traded stock are required 

to publicly  disclose their ownership interest, while investors owning 10% or more are required 

to publicly  disclose all of their trading in that stock, regardless of quantity.  Such registration 

requirements, sale restrictions, and disclosure obligations are safeguards designed to protect the 

market for purchases and sales of stock, to inform investors about the nature of the stock they are 

holding or considering buying, and to alert investors when control groups, affiliates, or major 

shareholders sell their shares.   

34. An “affiliate” of 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.  Affiliates include officers, directors and controlling shareholders, as well as any 

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person who is under “common control” with or has common control of an issuer.  As used 

herein, the term “control group” means a group that collectively is an “affiliate” of an issuer.   

35.  “Restricted stock” includes stock of a publicly traded company (also known as an 

issuer) that has been acquired from an issuer, or an affiliate of an issuer, in a private transaction 

that is not registered with the Commission.  All stock held by an issuer or affiliate of an issuer is 

restricted stock.  Absent an exemption under the federal securities laws and rules, restricted stock 

cannot legally be offered or sold to the public unless a registration statement has been filed with 

the Commission (for an offer) or is in effect (for a sale).  A registration statement contains 

important information about an issuer’s business operations, financial condition, results of 

operation, risk factors, and management.  It also includes identification of any person or group 

who is the beneficial owner of more than 5% of the company’s securities.   

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

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

registration statement.  Registration statements are transaction specific, and apply to each 

separate offer and sale as detailed in the registration statement.  Registration, therefore, 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.  When a control person 

buys publicly-traded or otherwise unrestricted shares in a company that s/he controls, those 

shares automatically become subject to the legal restrictions on sales by an affiliate.  Such legal 

restrictions include strict limits on 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.   

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37. A “transfer agent” is a business that facilitates certain types of securities 

transactions.  Among other things, transfer agents issue and cancel certificates of a company’s 

stock to reflect changes in ownership.  Many companies that have publicly traded securities use 

transfer agents to keep track of the individuals and entities that own their stock.  Transfer agents 

routinely keep track of whether particular shares are restricted from resale. 

38.  “Penny Stock,” as used herein, generally refers to a security issued by a very 

small company that trades at less than $5 per share.   

39. “S-1 Registration Statement(s)” refer(s) to SEC Form S-1, a registration statement 

filed publicly by an issuer in connection with the sale of stock to shareholders.  “S-1 

Shareholders” means shareholders who acquired stock pursuant to an S-1 Registration Statement. 

40. A “DTC eligible” security is one that is freely tradeable, fungible, and qualified to 

be held at the Depository Trust Company (DTC) and traded and serviced through DTC’s 

electronic book-entry system, thereby rendering it rapidly tradeable. 

B. At All Times Defendants Knew of the Relevant Prohibitions Against 
Securities Fraud and Unregistered Securities Offerings 

 
41. The Defendants engaged in the multi-year pump and dump penny stock fraud 

scheme described herein despite their awareness of the applicable federal securities laws it 

violated and despite, along the way, repeatedly being confronted with “red flag” reminders of its 

illegality.  For example, even before committing the respective frauds detailed herein, Bauer and 

Mihaylov had each been named in similar Commission penny stock fraud enforcement actions, 

and each had been permanently enjoined, by consent, against like misconduct in the future.  

Those injunctions specifically proscribed future violations of the antifraud and securities 

registration provisions of the federal securities laws and, for Bauer, also proscribed future 

violations of the beneficial ownership and insider transactions reporting provisions.  For his part, 

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Sidoo had worked for eight years as a stockbroker (and, as such, had significant exposure to, and 

therefore awareness of, the federal securities laws’ antifraud, registration, beneficial ownership 

reporting and insider transaction reporting provisions), while Ferris and Pozzoni had served as 

public company officers/directors and filed beneficial ownership and insider transaction reports, 

as had Bauer.   

42. Also, during the course of the scheme, at least one Bauer Ring fraud (Sovereign 

Lithium in November 2013, in which the full Ring, including Kambeitz, participated), and one 

Bauer-Ferris fraud (Polar Petroleum in June 2013) were halted by Commission-imposed trading 

suspensions.  In addition, several of the Offshore Platforms and foreign brokerage houses 

through which the Defendants perpetrated their frauds were, at various points in time during the 

scheme, shut down or severely restricted by a variety of criminal or civil authorities. 

II. THE DEFENDANTS’ PUMP AND DUMP SCHEME 

A. Overview of the Scheme 

43. Since at least 2006, various combinations of the Defendants have engaged in 

illegal pump-and-dumps of at least seventeen different U.S. quoted penny stock companies.  

While the names, locations, and details of the individuals and entities involved changed over 

time, the essential nature of each of the pump-and-dumps followed a similar pattern in which 

Defendants, through an array of foreign alter ego front companies and omnibus vehicles,  

effected some or all of the following: (i) funded each issuer; (ii) controlled virtually all free-

trading shares of each issuer; (iii) arranged and funded misleading promotional campaigns 

touting each stock; (iv) sold massive quantities of each stock into the price and demand rises 

triggered by those campaigns; and (v) reaped illicit gains through, among other devices, 

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circuitous transfers of money covered by bogus documentation.  Five representative examples, of 

the at least seventeen illegal pump-and-dumps alleged by this Complaint, now follow. 

B. Example One: The Bauer Ring’s Virtus Oil & Gas (VOIL) Fraud 

44. Virtus Oil & Gas (“VOIL”) provides one illustrative example of the pattern of 

illegal conduct followed in all the various penny stock pump and dump schemes executed by the 

Bauer Ring.  The Ring’s first step in the scheme was to identify a shell company issuer and gain 

control both of its management and of its purportedly free trading stock.  Then comprised of 

Bauer, Auringer, Friedlander, Pozzoni and Ferris, with Kambeitz in a subordinate role, the Bauer 

Ring worked in concert to execute the first and all subsequent steps in this pump-and-dump.  

i. Acquiring the Issuer and Gaining Control of Its Management and Stock 
 

45. On or about July 5, 2012, the Bauer Ring, acting through Ferris, purchased two 

million shares of a company named Curry Gold Corp. (“Curry Gold”),6 representing 

approximately 60% of the outstanding shares of the company, from the company’s then 

President and sole director, for 2½ cents per share, for a total cost of $50,000.  The Bauer Ring 

thereby gained operational control of the Curry Gold (and at or about the same time acquired the 

remainder of the company’s outstanding shares).  The next day, July 6, Ferris became Curry 

Gold’s President, Secretary and Treasurer, and on July 17, 2012, became its sole director.  

46. Curry Gold had been incorporated in Nevada in 2009, had 3.35 million shares 

outstanding, and had (in December 2010) been cleared by FINRA to be quoted on OTC Markets 

and was DTC eligible (defined at ¶ 40 above), and its unlegended shares, thereby, could be 

passed off as unrestricted.  Of Curry Gold’s 3.35 million outstanding shares, 2.05 million were 

                                                           
6 Curry Gold described itself as a “development stage company… capitaliz[ing] on the growing trend of food to go 
(convenience food) with its Currywurst product, a product native to Germany” consisting of “hot pork sausage… cut 
into slices and seasoned with curry sauce.” 

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restricted; and the remaining 1.3 million shares had been issued without restricted legends7 

pursuant to a registration statement which the issuer had filed with the Commission on January 6, 

2010, and that the Commission had declared effective on July 19, 2010. 

ii. Changing Name, Ticker, Business Plan and Number of Shares 
 

47. The Bauer Ring then arranged for Curry Gold to merge with a private company 

that had a business plan that would be appealing to penny stock investors.  The vehicle it chose 

was Virtus Oil & Gas.  In August 2013, Ferris, acting for the Ring, effected a corporate 

transformation in which Curry Gold:  (i) changed its name on August 30, 2013 to “Virtus Oil & 

Gas Corp.” and later its ticker symbol to VOIL; (ii) effected a 14:1 forward stock split meaning 

that every share of Curry Gold became 14 shares of VOIL; and (iii) shifted its purported business 

focus from a food product to oil and gas exploration.  As a result of the stock split, Curry Gold’s 

3.35 million shares became 46.9 million shares of Virtus Oil & Gas, with 18.2 million of those 

shares being unrestricted. 

48. Ferris continued to serve in all key management roles for Virtus  (specifically as 

its President, CEO and sole Director) until about May 13, 2014, when he was succeeded by an 

associate (“Figurehead A”) whom he had recruited, and whose corporate actions he (and through 

him, the Bauer Ring) continued to direct.8  

iii. Positioning Virtus Oil & Gas’s Shares for Unloading in the Market 
 

49. On paper, the post-split 18.2 million unrestricted Virtus shares covered by the S-1 

were issued to twenty-two individual Swiss residents.  Since at least July 2012, however (as 

                                                           
7 Restrictive legends are notations on a certificate representing securities (the stock certificate or note) that describe 
prohibitions, restrictions, or conditions on the transfer of the securities. Securities intermediaries such as transfer 
agents will not transfer a security in violation of its restrictive legend. Shares issued without restrictive legends are 
commonly treated by securities brokers and transfer agents as immediately and freely tradeable.    
  
8 Figurehead A would later serve as purported CEO of another Issuer, Blue Eagle Lithium, Inc., which was the 
subject of a pump-and-dump described below that Ferris conducted after departing the Bauer Ring. 

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noted in ¶ 45 above), all 18.2 million of those shares – as well as the company’s restricted shares 

– were, in reality, controlled by the Bauer Ring.   

50. Between September 9, 2013 and July 8, 2014, the Bauer Ring positioned all 18.2 

million of Virtus ’s purportedly free trading shares, in tranches of less than 5%, to be sold to 

unsuspecting investors through multiple Offshore Platforms.  To accomplish this, Virtus’s CEO 

(first Ferris and later Figurehead A at Ferris’s direction), acting on behalf of the Bauer Ring 

signed, directives to the Virtus’s transfer agent to cancel various less-than-5% groupings of the 

individual share certificates covered by the S-1, reissue them in the names of various front 

companies, and send the shares to various custodial firms, most of which were located in this 

District.  For example, one such front company receiving Virtus shares at Ferris’ direction was a 

Cyprus-domiciled company, Woolwich Holdings, Ltd., which received 2.1 million (or 4.28% of 

the company’s outstanding) shares; Woolwich was straw-owned, for Bauer’s benefit, by a Bauer 

relative (“Bauer Relative A”).  Ferris, and later Figurehead A, also signed – again as the 

company’s CEO – transfer agent indemnifications concerning each of these issuances.  A 

transfer agent indemnification provides that the issuer irrevocably agrees to make the transfer 

agent whole for any loss, liability or expense in carrying out the requested issuance.   

51. By early July 2014, all 18.2 million of Virtuss purportedly unrestricted shares had 

been allocated among various Offshore Platform-administered front companies and omnibus 

vehicles and positioned for unloading into the market, as follows: 

Front Company / Omnibus 
Vehicle # of Shares % of all 

Shares 
Offshore 
Platform 

Date 
Positioned 

Brokerage Firm A 1.4 million 2.85% Swiss Pl. #2 9 Sep 2013 
Woolwich Holdings Ltdǂ 2.1 million 4.28% Swiss Pl. #2 4 Dec 2013 
Rhodeswell Investments Ltd 2.1 million 4.28% Swiss Pl. #2 4 Dec 2013 
Fiesta Investments Ltd 0.7 million 1.42% Swiss Pl. #1 30 Jan 2014 
Fiesta Investments Ltd 0.7 million 1.42% Swiss Pl. #1 7 Feb 2014 
Rosefairy Finance Ltd* 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014 

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Front Company / Omnibus 
Vehicle # of Shares % of all 

Shares 
Offshore 
Platform 

Date 
Positioned 

Brickets Capital Ltd 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014 
Nessa Ventures Ltd 1.4 million 2.85% Swiss Pl. #1 7 Feb 2014 
Swiss Bank A 2.1 million 4.28% Swiss Pl. #3 26 Feb 2014 
Waterfall Group Investmentsǂ 2.1 million 4.28% Swiss Pl. #2 3 July 2014 
World Time Ltdǂ 1.4 million 2.85% Blacklight 8 July 2014 
Alveston Partners Incǂ 1.4 million 2.85% Blacklight 8 July 2014 
TOTAL 18.2 million 37.1%   
* Rosefairy Finance Ltd was a Swiss-banking, Swiss Platform #1-administered front 
company linked to Auringer. 
ǂWoolwich, Waterfall, World Time and Alveston, each of which had a straw owner, were 
all de facto controlled by Bauer. 

 
52. The Virtus shares detailed in the above table represented over 37% of the 

company’s outstanding stock, and fully 100% of its purportedly unrestricted stock.  All of these 

shares had been issued without restrictive legend.   Yet, in reality, every one of these shares were 

controlled by the Bauer Ring, all members of which, because of their concerted control of the 

shares, were affiliates of the Issuer.   

53. Because these shares were controlled by Bauer, Auringer, Friedlander, Ferris and 

Pozzoni, who together and separately were affiliates of Virtus, as a matter of law, the purportedly 

“unrestricted” shares were in fact restricted, and thus were subject to the federal securities laws’ 

limitations and restrictions on unregistered sales of such shares.   

54. By having their Virtus shares allocated in multiple different tranches, each of 

which fell below 5% of the company’s total outstanding shares, to various nominee shareholders 

and omnibus vehicles administered by various Offshore Platforms, Defendants Bauer, Auringer, 

Friedlander, Ferris and Pozzoni created the false appearance – deceiving Virtus’s transfer agent, 

the nominee entities’ brokerage firms, investors, and other market participants – that multiple 

different, unrelated offshore corporate entities each held less than 5% of Virtus’s stock.  In 

reality, those offshore entities’ Virtus shares were all under common control by the Bauer Ring.   

Case 1:22-cv-03089   Document 1   Filed 04/14/22   Page 20 of 5821 
 

55. Because Virtus’s securities had, since 2011, been registered under Section 12 of 

the Exchange Act, the beneficial-ownership and insider-transactions-reporting provisions of the 

federal securities laws applied to holders of its securities.  These provisions required beneficial 

owners of greater than 5% of Virtus’s common stock to disclose, via a Schedule 13D filing with 

the Commission, their ownership, as well as any agreements they had entered into concerning the 

disposition of Virtus’s securities and, further, to promptly file a 13D amendment whenever their 

ownership percentage materially changed.  These provisions also required greater than 10% 

beneficial owners of a stock to file with the Commission a Form 4 promptly reporting any 

change in ownership, regardless of amount.   

56. Despite being beneficial owners of well over 10% – indeed, fully 100% – of 

Virtus’s securities, Defendants Bauer, Auringer, Friedlander and Pozzoni never made a single 

13D or Form 4 filing with the Commission.   

57. For his part, Ferris, although he did make a few 13D and Form 4 filings regarding 

Virtus, those filings were materially false and misleading.  Ferris never disclosed in any 13D 

filing, for example, that he was beneficial owner of the massive number of shares he held and 

traded in concert with the Bauer Ring; and he never filed any Form 4 reflecting sales of Virtus 

stock that had been sold on his behalf, directly or indirectly, by the Bauer Ring.   

iv. Orchestrating the Promotion of Virtus Oil & Gas Stock 
 

58. Meanwhile, as Virtuss purportedly free-trading stock was being positioned to be 

sold, the Bauer Ring designed and funded a promotional campaign urging investors to buy Virtus 

stock.  To execute this campaign, the Bauer Ring enlisted Kambeitz, who served as the point of 

contact with media firms through which promotions were disseminated. 

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59. As an initial step in that effort, in October 2013, Kambeitz established a new 

offshore front company, Yxime Partners Ltd (“Yxime”), which he caused to be incorporated in 

Belize, and which was to be misleadingly identified in the promotional materials as the purported 

paying party for those promotions.  By January 2014, Kambeitz opened an account for Yxime at 

a Cyprus Bank (“Cyprus Bank A”), identifying himself as the account’s owner.   

60. On January 30, 2014, Yxime’s account received its first deposit:  a $140,000 wire 

from Vantage/Alabron.  This wire was funded by proceeds from the Bauer Ring’s then-ongoing 

pump-and-dump of another penny stock, Bison Petroleum Corp (ticker BISN).  As alleged in 

¶ 28 above, Vantage/Alabron was the omnibus trading vehicle of Swiss Platform #1 and also 

served as one of at least three Swiss Platform #1 omnibus vehicles for money movements. 9  The 

Bauer Ring used Vantage/Alabron in every one of its pump-and-dump schemes detailed herein.   

61. Beginning in February 2014, Kambeitz began using Yxime to fund the launch of 

the Virtus promotional campaign by wiring money to U.S.-based media companies.  Over the 

next ten months, as this promotional campaign continued, Kambeitz caused Yxime to wire a total 

of over $6.4 million to various U.S.-based media companies that provided mass-dissemination 

and other services in connection with that campaign.  These wires – like virtually all other wires 

referenced in this Complaint – passed through banking facilities located in this District. 

62. Yxime was not the true paying party for the Virtus promotional campaign, 

however.  Instead, as detailed below, Yxime was merely a pass-through vehicle for funding 

supplied by a combination of (i) the $140,000 in proceeds from a prior Bauer Ring pump-and-

dump (that of Bison Petroleum), as noted in ¶ 61 and n.8 above, (ii) $1.45 million contributed by 

other Bauer Ring Members (specifically Bauer, Auringer, Friedlander and Pozzoni), and (iii) 

                                                           
9 Between November 30, 2013 and January 29, 2014, Vantage/Alabron had sold at least 324,500 shares of Bison 
Petroleum, for proceeds totaling approximately $239,000. 

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over $5 million in proceeds from the Bauer Ring’s sales, through Swiss Platform #1, of the very 

stock being promoted, Virtus Oil & Gas.   

63. Nor was Yxime the only pass-through vehicle used in funding the Virtus 

promotional campaign.  To obscure the campaign’s funding sources even more, Kambeitz, acting 

for the Bauer Ring, established a second pass-through vehicle, through which nearly all the 

campaign’s funding first passed before being forwarded to Yxime, and by it to U.S.-based media 

companies.  This vehicle, which Kambeitz also owned, was a Swiss corporation called Adairius 

SA (“Adairius”), for which Kambeitz caused to be established a Blacklight-administered bank 

account at a Liechtenstein bank (“Liechtenstein Bank A”).   

64. Adairius received all $1.45 million of the Virtus promotional funds contributed by 

Bauer, Auringer, Freidlander and Pozzoni (referenced in ¶ 62 above) before forwarding them to 

Yxime.  For their part, Bauer, Auringer, and Friedlander each made their Virtus promotional 

contributions directly to Adairius from one of their own respective front companies, while 

Pozzoni first routed his front company’s contribution through Swiss Platform #1.  The chart 

below summarizes these Virtus promotional payments by Bauer Ring Members: 

Date Amount Sent 
to Adairius Originating Party (Front Company) 

17 June 2014 $261,000 Aquila Assets Inc. (Auringer) 
18 June 2014 $130,500 Malive A SA (“Malive”) (Friedlander) 
30 June 2014 $59,000 Marina Capital Inc.(Pozzoni) via Blue Leaf Capital* 
1 July 2014 $300,000 Malive (Friedlander) 
18 July 2014 $350,000 World Time (Bauer) 
31 July 2014 $100,000 World Time (Bauer) 
8 August 2014 $250,000 World Time (Bauer) 
Total $1,450,500  

*As noted in ¶ 28 above, Blue Leaf Capital was a money-movement omnibus vehicle of Swiss 
Platform #1. 
 

65. As the promotional campaign ran, the Bauer Ring sold its Virtus stock into the 

demand rise created by the campaign and applied over $5 million of the proceeds toward funding 

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the ongoing campaign.  The proceeds so applied came from the Bauer Ring’s Virtus stock sales 

through Swiss Platform #1, with $4.3 million being paid from Vantage/Alabron to Adairius 

(which, in turn, paid them over to Yxime), and $1.25 million more being paid from 

Vantage/Alabron and Provido to Yxime directly.  Yxime, in turn, wired over $6.4 million to the 

multiple U.S. media companies handling the Virtus promotional campaign. 

66. The following graphic illustrates the funding of the Virtus promotion, as 

described in ¶¶ 61-66 above: 

 

v. Kambeitz Makes False and Misleading Statements Regarding the Funding 
of the Virtus Promotional Campaign 
  

67. As the transactions to fund the Virtus promotional campaign were underway, anti-

money laundering compliance officials, both at Cyprus Bank A (which held Yxime’s account) 

and at Liechtenstein Bank A (which held Adairius’ account), began to ask questions about the 

nature of these transactions.  As the beneficial owner of both accounts, Kambeitz responded to 

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these queries, doing so directly, in the case of Cyprus Bank A, and by supplying the “answers” to 

Blacklight, in the case of Liechtenstein Bank A.  These answers in both cases were materially 

false and misleading, as well as inconsistent with each other. 

68. For example, in response to Cyprus Bank A’s inquiries, Kambeitz identified 

Yxime’s client for the Virtus project as Adairius.  But to Liechtenstein Bank A (which knew that 

Kambeitz owned Adairius), Kambeitz, through Blacklight, identified Yxime’s client for the 

Virtus project as Vantage/Alabron.  Both answers were materially false and misleading because, 

as Kambeitz well knew, the Bauer Ring was the true party behind the Virtus campaign. 

69. In response to Liechtenstein Bank A’s request for a “detailed description why 

Adairius transfers funds to Yxime, though both companies have the same BO [beneficial owner,] 

and why [Vantage/]Alabron [the purported client] doesn’t send the funds directly to Yxime,” 

Kambeitz, through Blacklight, gave the materially false and misleading explanation that this was 

necessary in order to protect Kambeitz’s media contacts from becoming known to 

Vantage/Alabron, which “could compromise [Kambeitz’s] ability to generate long-term 

business.”  But, as Kambeitz knew, Vantage/Alabron did wire funds directly to Yxime, including 

at least $550,000 to Yxime’s account at Cyprus Bank A, and $200,000 to Yxime’s account at a 

second Cyprus Bank (Cyprus Bank B) after its account at Cyprus Bank A was closed. 

vi. The Virtus Promotional Materials Were False and Misleading 
 

70. The Virtus promotional materials that Kambeitz arranged urged readers to buy the 

stock and do so quickly, to capitalize on supposedly realistic prospects of near-term, dramatic 

gains.  A 21-page promo disseminated in July 2014, for example, urged investors to “BUY VOIL 

NOW!” claiming that “VOIL has quietly secured the sweet spot within [Utah’s Central 

Overthrust Belt] formation and is closing in on the next major U.S. petroleum discovery,” and 

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adding, “RIGHT NOW … is that crucial moment in your lifetime where you step up to the plate 

and secure an early position in VOIL before the pending payoff!”  (Emphasis in original).  These 

statements were materially misleading for, among other reasons, they omitted to disclose 

material facts, including that the parties behind the statements – the Bauer Ring members – did 

not believe the statements, as evidenced by their simultaneous, and massive, trading in the 

opposite direction as they collectively sold their stock during the campaign. 

71. Per Kambeitz’s instructions to media companies, the Virtus promotional materials 

consistently identified Yxime as the promotions’ purported paying party.  This representation 

was false and materially misleading too, as in fact, Yxime was merely a pass-through entity for 

funding that was provided by the Bauer Ring, who controlled literally all of the company’s free-

trading shares and were therefore affiliates of the Issuer.   

vii. The Bauer Ring Massively Dumps Its Virtus Stock 
 

72. The Bauer Ring’s Virtus promotional campaign was attended by dramatic rises in 

demand for Virtus stock, as well as its share price.  The Bauer Ring took full advantage of these 

price and demand increases.  Between February 28, 2014 and January 29, 2015, through three of 

the Offshore Platforms (Swiss Platform #1, Swiss Platform #2 and Blacklight), the Bauer Ring 

sold at least 15.925 million shares, for illicit proceeds of approximately $23.1 million.  

73. The Bauer Ring then collected their Virtus proceeds via furtive means.  As to the 

proceeds it realized through the Blacklight platform (which netted approximately $4.71 million 

after expenses), the Ring split them four ways, with Bauer, Auringer and Friedlander each 

receiving a 29% distribution, and the remaining 13% going to Pozzoni.  These distributions were 

sent primarily from Bauer’s straw-owned World Time account, often directly to one of the 

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respective Ring member’s offshore fronts, and under cover of bogus documentation.  The table 

below provides a non-exhaustive illustration of these distributions: 

Date Amount Front Company 
Recipient 

Beneficial 
Owner Bogus Explanation 

30 Sep 2014 $130,000 Eternity Resources SA Pozzoni Consulting fees 
6 Oct 2014 €407,000 

($518,000) 
Rosefairy Finance Ltd Auringer Consulting re real estate 

projs in Asia + S. Amer. 
14 Oct 2014 $290,000 Malive A, SA Friedlander Consulting re real estate 

investment in Macau 
22 Oct 2014 $580,000 Malive A, S.A. Friedlander Services re projects in 

Macau  
4 Nov 2014 $260,000 Eternity Resources SA Pozzoni Cash call re Alberta, 

Canada oil well 
 
While the invoices and accompanying documentation referenced in the above table stated these 

payments were for consulting services relating to particular real estate projects (in the case of 

Auringer and Friedlander), and for consulting fees and a cash call relating to a particular Alberta, 

Canada oil well (in the case of Pozzoni), each of these explanations was entirely untrue.  In fact, 

each payment in the table was a distribution of illicit VOIL stock-sale proceeds; and VOIL had 

nothing whatever to do with any Asian or South American real estate or any Alberta oil wells. 

74.  Bauer reaped his share of the Virtus proceeds the Ring had generated through 

Blacklight-administered accounts primarily via purported “loans” from World Time to himself 

(“loans” that, as a rule, were never repaid), as well as World Time payments to various service 

providers to Bauer.  This table provides a non-exhaustive illustration of such distributions: 

Date Amount Originator Recipient Description or Purpose 
3 Oct 2014 $100,000 World Time Ltd Bauer “loan” 
10 Oct 2014 $103,000 World Time Ltd Caribbean Resort A Bauer Holiday & Travel 
28 Oct 2014 $50,000 World Time Ltd Bauer “Part of loan agreement” 
31 Oct 2014 $50,000 World Time Ltd Bauer “Part of loan document” 
7 Nov 2014 $40,000 World Time Ltd Bauer “Part of loan document” 
26 Feb 2015 $32,700 World Time Ltd Travel Agency A Bauer Holiday & Travel 

 

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75. Ferris likewise shared in the Bauer Ring’s Virtus stock sale proceeds, including 

by receiving such proceeds from Swiss Platform #1 omnibus vehicles.  These distributions 

included the following wires to Ferris’s personal bank accounts in Monaco: 

Date Amount Sender 
13 Nov 2014 $40,000 Vantage/Alabron 
19 Nov 2014 $30,000 Provido  
2 Dec 2014 $30,000 Provido  
12 Jan 2015 $100,000 Vantage/Alabron 
21 Jan 2015 $14,000 Provido 

 
76. Other Bauer Ring Members likewise received Virtus sale proceeds from Swiss 

Platform #1 omnibus vehicles.  These distributions included: 

Date Amount Swiss Platform #1 
Sender 

Front Company/ 
Other Recipient 

Beneficial Owner 
/ Explanation 

31 July 2014 $600,000 Vantage/Alabron Shine Invest Ltd Auringer 
1 Aug 2014 $200,000 Vantage/Alabron Rosefairy Finance Auringer 
3 Oct 2014 $400,000 Vantage/Alabron Malive  Friedlander 
23 Oct 2014 $72,500 Vantage/Alabron Banford Trading Bauer 
27 Oct 2014 $280,000 Vantage/Alabron Malive  Freidlander 
3 Nov 2014 $40,000 Provido Bauer Bauer / none 
13 Nov 2014 $40,000 Vantage/Alabron Bauer Bauer / “loan” 
24 Nov 2014 $40,000 Vantage/Alabron Swiss Realty Co A NA / ref “Bauer” 
24 Nov 2014 $100,000 Vantage/Alabron Bauer Bauer / none 
2 Dec 2014 $87,187 Provido  Bauer Bauer / “loan” 

 
77. Pozzoni and Auringer also received Virtus stock sale proceeds from Swiss 

Platform #2 (as did other Bauer Ring members).   These included the following: 

Date Amount Swiss Platform #2 Sender 
Front 

Company 
Recipient 

Beneficial Owner  

11 Aug 2014 $65,000 Waterfall Group Investments Marina Capital Pozzoni 
14 Aug 2014 $500,000 Epsom Investment Services Shine Invest Auringer 
6 Jan 2015 $50,000 Waterfall Group Investments Marina Capital Pozzoni 

 
78. Finally, for his part, Kambeitz received hundreds of thousands of dollars in Virtus 

stock-sale proceeds, over and above the cost of the Virtus promotions he arranged.  The 

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following table provides a non-exhaustive illustration of these receipts, all of which were funded, 

directly or indirectly, by sales of Virtus stock to unsuspecting retail investors: 

Date  Amount Sender Front Company 
Recipient 

Beneficial 
Owner  

31 July 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz 
5 Aug 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz 
13 Aug 2014 $50,000 Yxime Braiden Holdings Ltd Kambeitz 
20 Aug 2014 $25,000 Provido Braiden Holdings Ltd Kambeitz 
28 Aug 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz 
5 Sep 2014 $25,000 Provido  Braiden Holdings Ltd Kambeitz 
16 Sep 2014 $50,000 Vantage/Alabron Gumball Business Corp Kambeitz 
22 Sep 2014 $50,000 Vantage/Alabron Gumball Business Corp Kambeitz 
22 Sep 2014 $25,000 Vantage/Alabron Braiden Holdings Ltd Kambeitz 
2 Oct 2014 $25,000 Blue Leaf Capital Braiden Holdings Ltd Kambeitz 
3 Oct 2014 $75,000 Adairius Braiden Holdings Ltd Kambeitz 
22 Oct 2014 $25,000 Adairius Braiden Holdings Ltd Kambeitz 
23 Oct 2014 $50,000 Yxime Braiden Holdings Ltd Kambeitz 
9 Dec 2014 $50,000 Adairius Braiden Holdings Ltd Kambeitz 
18 Dec 2014 $50,000 Adairius Braiden Holdings Ltd Kambeitz 
15 May 2015 $50,000 Adairius Zombas Media Ltd Kambeitz 

TOTAL $625,000    
 

79. During the Bauer Ring’s Virtus stock dump, at least 128 investors residing within 

the Southern District of New York purchased a total of at least 258,493 shares of Virtus, and 

sustained combined losses totaling at least $219,503.  

C. Example Two: The Sidoo & Bauer Ring Coalition’s North American Oil 
(NAMG) Fraud 

 
80. Before the Virtus stock dump, but using a methodology similar to that used with 

Virtus, Defendant Sidoo joined forces with at least three members of the Bauer Ring – Bauer, 

Auringer and Kambeitz – in perpetrating a fraudulent penny stock dump involving North 

American Oil. 

i. Acquiring the Issuer and All Its Purportedly Free-Trading Shares 
 

81. In the case of North American Oil, it was Sidoo who first acquired the public shell 

named Calendar Dragon Inc. (“Calendar Dragon”) that would later become North American Oil.  

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Sidoo did so through an April 3, 2012, $350,000 wire from his Swiss-banking, Swiss Platform 

#2-administered front company, Oel und Erdgazforschung AG (“Oel & Erdgaz”), to a California 

law firm’s trust account.  As Swiss Platform #2 contemporaneously noted, this wire was “for a 

private purchase of Calendar Dragon Inc shares.”   

82. Calendar Dragon had been incorporated in Nevada in 2010, had 3.795 million 

shares outstanding, and had (in June 2011) been cleared by FINRA to be quoted on OTC 

Markets and was DTC eligible (defined at ¶ 40 above), and whose unlegended shares, thereby, 

could be passed off as unrestricted.  Of Calendar Dragon’s 3.795 million outstanding shares, 2.22 

million were restricted; and the remaining 1.575 million had been issued without restricted 

legends pursuant to an S-1 registration statement which the issuer had filed with the Commission 

on March 17, 2011, and that the Commission had declared effective on May 11, 2011. 

83. On paper, the 1.575 million unrestricted Calendar Dragon shares covered by the 

S-1 were issued to more than 25 individuals residing in the Canadian province of Alberta.  With 

his front company’s $350,000 wire, however, Sidoo not only acquired every unrestricted share 

but also all of Calendar Dragon’s restricted shares.  Thus, by the end of April 2012, Sidoo owned 

100% of the outstanding shares of the Calendar Dragon.    

ii. Changing Name, Ticker, Business Plan and Number of Shares 
 

84. To enhance profits, Sidoo arranged for Calendar Dragon to merge with a private 

company that had a business plan which would be appealing to penny stock investors.  To that 

end, Calendar Dragon:  (i) changed its name on October 11, 2012 to “North American Oil & Gas 

Corp.” and later its ticker symbol from CLDD to NAMG; (ii) effected a 19:1 forward stock split 

meaning each Calendar Dragon share would become 19 shares of the new company; and (iii) 

shifted its purported business focus from creation of a new calendaring tool to the exploration of 

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oil and gas opportunities.  As a result of the stock split and the merger (the latter of which had 

the effect of slightly reducing the number of outstanding shares), North American Oil had 60.125 

million shares outstanding, 29.925 million of which being purportedly unrestricted and covered 

by the registration statement referenced in ¶ 82 above. 

iii. Positioning the Stock for Unloading; Joining With the Bauer Ring 
 

85. On or about May 29, 2012, when North American Oil was still known as 

Calendar Dragon, and shortly after acquiring all its purportedly unrestricted shares, Sidoo began 

positioning those shares, in less-than-5% tranches, to be sold from Swiss Platform #2.   By mid-

January 2013, four such tranches, each comprising 2.85 million (or 4.74%) of North American 

Oil’s outstanding shares, had been so positioned on Swiss Platform #2. 

86. By July 2013, Sidoo and at least three members of the Bauer Ring (Bauer, 

Auringer and Kambeitz) had agreed to work together in perpetrating the North American Oil 

pump-and-dump, thus forming (or re-convening) the Sidoo & Bauer Ring Coalition.  To that 

end, the Bauer Ring began positioning millions more of North American Oil’s purportedly 

unrestricted shares to be sold across various Offshore Platforms.  These shares included three of 

the original Alberta investors’ share certificates, comprising (post-split) 2.85 million North 

American Oil shares, that Bauer (after receiving those certificates from Sidoo) delivered to 

Blacklight, and that Blacklight, in turn, positioned to be sold through Asia Finance Corporation 

(“AFC”), a New Zealand brokerage house. 

87. By late September 2013, virtually all of North American Oil’s purportedly 

unrestricted stock had been repositioned by the Sidoo & Bauer Ring Coalition as follows: 

Front Company /  
Omnibus Vehicle # of Shares % of all 

Shares 
Offshore 
Platform 

Date 
Positioned 

Paramount Trading Co 2.85 million 4.74% Swiss Pl. #2 29 May 2012 
Koryak Investments Ltd 2.85 million 4.74% Swiss Pl. #2 21 Sep 2012 

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Front Company /  
Omnibus Vehicle # of Shares % of all 

Shares 
Offshore 
Platform 

Date 
Positioned 

Daoli Associates SA 2.85 million 4.74% Swiss Pl. #2 26 Sep 2012 
Checkmate Ventures Inc 2.85 million 4.74% Swiss Pl. #2 9 Jan 2013 
Intercontinental Ventures* 2.85 million 4.74% Swiss Pl. #2 12 July 2013 
Swiss Bank A  2.85 million 4.74% Swiss Pl. #3 25 July 2013 
Brickets Capital Ltd 2.375 million 3.95% Swiss Pl. #1 14 Aug 2013 
Rosefairy Finance Ltdǂ 1.425 million 2.37% Swiss Pl. #1 14 Aug 2013 
Shine Invest Ltdǂ 0.95 million 1.58% Swiss Pl. #1 14 Aug 2013 
Iconic Investment Co 2.375 million 3.95% Swiss Pl. #2 19 Aug 2013 
Ardmore Investments Inc** 1.9 million 3.16% Swiss Pl. #2 5 Sep 2013 
AFC (foreign brokerage) 2.85 million 4.74% Blacklight 20 Sep 2013 
TOTAL 27.55 million 48.28%   

*Swiss banking front company linked to Bauer 
ǂ Swiss-banking front companies linked to Auringer, as noted above 
**Swiss-banking front company linked to Bauer  
 

88. The North American Oil shares detailed in the above table represented over 48% 

of the company’s outstanding stock, and fully 92% of its purportedly unrestricted stock.  All of 

these shares had been issued without restrictive legend.  (Shares issued without restrictive legend 

are commonly treated by securities brokers and transfer agents as immediately and freely 

tradeable.)  Yet, every one of these “unrestricted” shares were controlled by Sidoo, Bauer and 

Auringer, who, because of their control of all North American Oil’s shares, were, individually 

and collectively, affiliates of the Issuer.   

89. Because these shares were controlled by Sidoo, Bauer and Auringer, who together 

and separately were affiliates of North American Oil, as a matter of law, the shares were 

restricted, and thus were subject to the federal securities laws’ limitations and restrictions on 

unregistered sales of such shares.   

90. By having their North American Oil shares allocated in multiple different 

tranches, each of which fell below 5% of the company’s total outstanding shares, to various 

nominee shareholders and omnibus vehicles administered by various Offshore Platforms,  

Defendants Sidoo, Bauer and Auringer created the false appearance – deceiving North American 

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Oil’s transfer agent, the nominee entities’ brokerage firms,  investors, and other market 

participants – that multiple different, unrelated offshore corporate entities each held less than 5% 

of North American Oil’s stock.  In reality, North American Oil shares nominally lodged with 

those offshore corporate entities were all under common control by Sidoo, Bauer and Auringer.   

91. Because North American Oil’s securities had, since 2012, been registered under 

Section 12 of the Exchange Act, the beneficial-ownership and insider-transactions-reporting 

provisions of the federal securities laws applied to holders of its securities.   

92. Despite being beneficial owners of well over 10% – indeed 100% – of North 

American Oil’s securities, Defendants Sidoo, Bauer and Auringer never made any 13D or Form 

4 filing with the Commission.  These Defendants’ failure to disclose accurate – indeed, any – 

information about their beneficial ownership of, trading in, or agreements concerning, North 

American Oil’s securities, in the face of duties to do so, defrauded investors by depriving them 

of this highly material information to which they were, by law, entitled. 

iv. Promoting the Purchase of North American Oil Stock 
 

93. With North American Oil’s shares under its control and being positioned to be 

sold on investors, the Sidoo & Bauer Ring Coalition designed, funded, and launched a campaign 

to urge investors to buy their stock, and enlisted Kambeitz to carry it out.  

94.   Kambeitz coordinated the development and dissemination of the North 

American Oil promotional campaign, which ran from at least July 2013 to January 2014. 

95. The purported paying party for the North American Oil promotional campaign 

was Genius Marketing Ltd., a Swiss-banking front company Kambeitz owned. 

96. Although Genius Marketing did wire funds totaling over $2.8 million to the 

various U.S.-based media companies that disseminated the promotional campaign, Genius 

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Marketing, in fact, as Kambeitz knew, served as a mere pass-through vehicle for these funds.  

For example, (i) at least $1.27 million of these funds were supplied to Genius Marketing by 

Sidoo & Bauer Ring Coalition front company (and North American Oil shareholder) Iconic 

Investments; (ii) at least $100,000 more was supplied to Genius Marketing by one of Auringer’s 

front companies, Shine Invest (which was likewise a North American Oil shareholder); and (iii) 

at least $800,000 was supplied to Genius Marketing by Vantage/Alabron – with Vantage/ 

Alabron’s wires coinciding with, and funded by, the Sidoo & Bauer Ring Coalition’s unloading 

of North American Oil stock through Vantage/Alabron.  In this way, the Coalition funded the 

North American Oil promotional campaign, as illustrated by the following graphic:  

 

97. The promotional materials that Kambeitz arranged urged readers to buy North 

American Oil stock and do so quickly, to capitalize on supposedly realistic prospects of near-

term, dramatic gains.  A promotion disseminated in July 2013, for example, urged, “NAMG is 

an immediate BUY!” (emphasis in original), and claimed that “the situation in Southern 

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California’s San Joaquin Basin, where North American Oil held leases] is heating up so fast that 

an inrush of investors could quickly send NAMG soaring as high as $5 a share this year,” adding 

“There’s a ton of money to be made by getting into NAMG right now!”  (Emphasis in original).  

These statements were materially misleading for, among other reasons, they omitted to disclose 

material facts, including that the parties behind them – the members of the Sidoo & Bauer Ring 

Coalition – did not believe the statements, as evidenced by their simultaneous, and massive, 

trading in the opposite direction as they collectively sold their stock during the campaign.  

98. Per Kambeitz’s instructions to media companies, the North American Oil 

promotional materials identified Genius Marketing as the promotions’ purported paying party.  

This representation was false and materially misleading too as, in fact, Genius Marketing was 

merely a pass-through entity for funding provided by Sidoo, Bauer and Auringer, who controlled 

literally all of the company’s free-trading shares and were therefore affiliates of the Issuer.   

v. Sidoo, Bauer and Auringer Dump Their North American Oil Stock 
 

99. The Sidoo & Bauer Ring Coalition’s promotional campaign caused dramatic rises 

in demand for North American Oil stock, as well as its share price.  Taking full advantage of this 

effect, between July 15, 2013 and August 22, 2014, through three of the Offshore Platforms 

(Swiss Platform #1, Swiss Platform #2 and Blacklight), Sidoo, Bauer and Auringer sold at least 

18.8 million North American Oil shares, for proceeds of at least $15.23 million.  

100. Sidoo, Bauer and Auringer reaped their illicit North American Oil proceeds via 

furtive means.  For example, at least $5.48 million in proceeds were realized through three Bauer 

nominee accounts at AFC:  the Blacklight-administered Nerva Associates SA (which was de 

facto owned by Bauer but straw-owned by Bauer Relative A), and the Swiss Platform #2-

administered Waterfall Group Investments Ltd and Ardmore Investments Inc accounts (each of 

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which was de facto owned by Bauer but straw-owned by a different Russian National).  These 

proceeds were distributed, as the stock was being sold, from an AFC omnibus account known as 

London Capital NZ to various front companies controlled by the scheme’s participants.  The 

following table illustrates these distributions:     

Date Amount Front Company 
Recipient 

Beneficial 
Owner Reference 

18 Oct 2013 $249,123 Rosefairy Finance Ltd Auringer Nerva SA [for] Rosefairy 
21 Oct 2013 $174,385 Rosefairy Finance Ltd Auringer Nerva AS [sic] 
22 Oct 2013 $249,123 Rosefairy Finance Ltd Auringer Nerva AS [sic] 
1 Nov 2013 $400,000 Rosefairy Finance Ltd Auringer Nerva share sales 
5 Nov 2013 $1,019,000 Oel und Erdgazforschung AG Sidoo NAMG shs LC Waterfall 
7 Nov 2013 $617,896 Oel und Erdgazforschung AG Sidoo NAMG Waterfall… 

shares 
7 Nov 2013 $260,482 Ardmore Investments Inc Bauer NAMG Waterfall… 

shares 
21 Nov 2013 $29,974 World Time Ltd Bauer Nerva Assoc share sales 
29 Nov 2013 $299,970 Aquila Assets Inc Auringer Nerva 
12 Dec 2013 $146,446 Ardmore Investments Inc Bauer NAMG sales…Waterfall 
17 Dec 2013 $235,070 Ardmore Investments Inc Bauer NAMG 

 
101.  Bauer also reaped additional North American Oil stock sale proceeds through 

wires from Swiss Platform #1’s omnibus vehicle, Vantage/Alabron, to certain of his front 

companies, as this table reflects:   

Date Amount Bauer Front Company Recipient Offshore Platform 
10 Dec 2013 $50,000 Intercontinental Ventures Group Ltd Swiss Platform #2 
16 Dec 2013 $50,000 Intercontinental Ventures Group Ltd Swiss Platform #2 
31 Dec 2013 $30,000 Intercontinental Ventures Group Ltd Swiss Platform #2 
18 Feb 2014 $150,000 Banford Trading Corp Swiss Platform #3 

 
102. Sidoo & Bauer Ring Coalition Members continued to receive distributions of their 

North American Oil stock sales until as late as Summer 2014, including two distributions from 

Paramount Trading Company (“Paramount”), an omnibus vehicle of Swiss Platform #2, which 

were funded by Paramount’s sales of North American Oil through a brokerage house in the UK:  

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Date Amount Front Company Recipient 
11 July 2014 $165,000 Intercontinental Ventures Group Ltd (Bauer) 
7 Aug 2014 $50,700 Oel und Erdgazforschung AG (Sidoo) 

 
103. During the Sidoo & Bauer Ring Coalition’s North American Oil stock dump, at 

least 77 investors residing within the Southern District of New York purchased a total of at least 

834,462 shares of North American Oil, and sustained combined losses totaling at least $274,684. 

D. Example Three: The Mihaylov & Bauer Ring Coalition’s Steampunk 
(SPWZ) Fraud 

 
104. Using a methodology similar to that used with Virtus and North American Oil, a 

slightly different combination of Defendants – the full Bauer Ring plus Mihaylov (the “Mihaylov 

& Bauer Ring Coalition”) – perpetrated a fraudulent stock dump of Steampunk Wizards.  This 

group of Defendants arranged for millions of the Issuer’s shares to be reissued in the names of 

offshore front companies, in tranches of less than 5% of its outstanding stock, and to be 

deposited with various Offshore Platforms.  

i. Positioning Steampunk’s Stock for Unloading 

105. By April 27, 2015, the Mihaylov & Bauer Ring Coalition had positioned, at 

Offshore Platforms, over 93% of the Steampunk shares then available for trading, as follows:  

Front Company /  
Omnibus Vehicle # of Sharesǂ % of all 

Shares 
Offshore 
Platform 

Date 
Positioned 

Equitable Investments Inc 720,000 3.22% Swiss Pl. #1 2 May 2014 
Nessa Ventures Ltd  900,000 4.03% Swiss Pl. #1 2 May 2014 
Ormer Ventures Corp 900,000 4.03% Swiss Pl. #1 2 May 2014 
Alveston Partners Incǂǂ 720,000 3.22% Blacklight 4 June 2014 
World Time Ltdǂǂ 720,000 3.22% Blacklight 4 June 2014 
Jeron Capital Inc* 720,000 3.22% Blacklight 17 June 2014 
Calista Worldwide Inc 720,000 3.22% Swiss Pl. #1 27 Apr 2015 
TOTAL 5.4 million 24.16%   
ǂ post 7/2/2015 reverse split. 
*Ferris front company 
ǂǂ Straw-owned Bauer front companies 
 

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106. The shares detailed in the above table represented over 24% of Steampunk’s 

outstanding stock, and fully 93% of its shares then available for trading.  All of these shares had 

been issued without restrictive legend.   Yet, in reality, every one of these “unrestricted” shares 

were controlled by Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni, who, because of 

their control of all Steampunk shares, were, individually and collectively, affiliates of the Issuer.   

107. Because these shares were controlled by Mihaylov, Bauer, Auringer, Ferris, 

Friedlander and Pozzoni, who together and separately were affiliates of Steampunk, as a matter 

of law, the shares were restricted, and thus were subject to the federal securities laws’ limitations 

and restrictions on unregistered sales of such shares.   

108. By having their Steampunk shares allocated in multiple different tranches, each of 

which fell below 5% of the company’s total outstanding shares, to various nominee shareholders 

and omnibus vehicles administered by various Offshore Platforms, Defendants Mihaylov, Bauer, 

Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni created the false appearance – 

deceiving Steampunk’s transfer agent, the nominee entities’ brokerage firms, investors, and other 

market participants – that multiple different, unrelated offshore corporate entities each held less 

than 5% of Steampunk’s stock.  In truth, those offshore corporate entities were all under 

common control by Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni. 

ii. Promoting the Purchase of Steampunk Stock 

109. With control of virtually all of Steampunk’s tradeable shares, and as those shares 

were being positioned to be sold, the Mihaylov & Bauer Ring Coalition designed, funded, and 

launched a campaign urging investors to buy the stock, and enlisted Kambeitz to carry it out.  

110.   Kambeitz coordinated the development and dissemination of the Steampunk 

promotional campaign, which ran from at least August 2015 to October 2015. 

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111. The purported paying party for the promotional campaign was Ikon Media; the 

purported publisher was Herwick Ltd, a Hong Kong-banking company owned by Kambeitz.   

112. The Steampunk promotional materials urged readers to buy the stock and do so 

quickly, to capitalize on supposedly realistic prospects of near-term, dramatic gains.  A 

promotion disseminated in November 2015, for example, urged:  “Investors Who Act Fast Could 

Walk Away with QUICK 2,043% Gains! … URGENT:  BUY SPWZ [Steampunk] UP TO $1.50 

PER SHARE … NOW!”  (Emphasis in original).  These statements were materially misleading 

for, among other reasons, they omitted to disclose material facts, including that the parties 

behind the statements – the Mihaylov & Bauer Ring Coalition – did not believe the statements, 

as evidenced by their simultaneous, and massive, trading in the opposite direction, as they 

collectively sold their stock during the campaign. 

113. The Steampunk promotional materials consistently identified Ikon Media as the 

promotions’ purported paying party, and Herwick Limited as the promotions’ publisher, and 

included this statement:  “The publisher [Herwick] has not undertaken to determine if Ikon 

Media is, or intends to be in the future, directly or indirectly, a [Steampunk] shareholder as it has 

no meaningful way to verify such facts.”   This representation was false and materially 

misleading too because, among other things, (i) the real paying party behind the promotions was 

not Ikon Media but instead the Mihaylov & Bauer Ring Coalition; (ii) Herwick was Kambeitz, 

who, as a Bauer Ring member in constant communication with Bauer and Auringer, did have a 

“meaningful way” to verify the shareholder status of the promotion’s paying party; and (iii) it 

falsely implied some distance between the paying party and the publisher when, in fact, they 

were all members of the same ring acting in concert.  

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iii. Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni Dump 
Steampunk Stock 
 

114. The Mihaylov & Bauer Ring Coalition’s Steampunk campaign was attended by 

dramatic rises in demand for Steampunk stock, as well as its share price.  Mihaylov, Bauer, 

Auringer, Ferris, Friedlander and Pozzoni took full advantage of these price and demand 

increases.  Between August 3, 2015 and November 17, 2016, through three of the Offshore 

Platforms (Swiss Platform #2, Blacklight and the Asia Platform), the Mihaylov & Bauer Ring 

Coalition sold at least 4.05 million Steampunk shares, for proceeds of at least $3.29 million.   

115. As the shares were being sold to unsuspecting retail investors, Bauer used cellular 

phone SMS messages to a Blacklight principal to direct sales, as well as to receive real-time 

confirmations of their execution.  These SMS messages included the following:  

Date Sender Recipient Message 

18 Dec 2015 Bauer Blacklight Exec #1 “Hey – what did you sell yest[erday] of 
spwz? Any today?” 

18 Dec 2015 Blacklight Exec #1 Bauer 
“TOTAL SPWZ SOLD 14,500 @ 

0.661234 [today]” 
“SPWZ SOLD 47,[email protected] [yesterday]” 

5 Jan 2016 Bauer Blacklight Exec #1 
“Also 9700 bid on SPWZ at 40c sell that 
too then offer 10k at 43 and 44 for 20k 

extra” 
5 Jan 2016 Blacklight Exec #1 Bauer “21,000 SPWZ SOLD @0.405458” 
7 Jan 2016 Bauer Blacklight Exec #1 “Hey! Please offer 50k spwz at 48c” 

116. Mihaylov, Bauer, Auringer, Ferris, Friedlander and Pozzoni used various 

Offshore Platforms to unload their Steampunk stock, including the following:  

Date Range Shares 
Sold Proceeds Selling Vehicle Platform 

11/9/15 - 5/18/16 808,000 $252,000 Romax Investment Services Ltd 
(“Romax”) 

Swiss 
Platform #2 

8/3/15 – 10/5/15 720,000 $1,195,000 World Time Ltdǂ Blacklight 
9/2/15 – 12/17/15 720,000 $1,353,000 Pointfort Incǂ Blacklight 
ǂStraw-owned Bauer front companies. 
 

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117. As their Steampunk stock sale proceeds were coming in, Mihaylov, Bauer, 

Auringer, Ferris, Friedlander and Pozzoni took distributions of them via furtive means.  These 

furtive means included (i) using their offshore front companies to receive distributions, (ii) 

falsely characterizing distributions (as “loans,” “fees” or otherwise), (iii) using distributions to 

pay third-party service providers they owed, and (iv) using distributions to reload, or “top up,” 

their Swiss bank-issued VISA debit cards.  These furtive distributions included the following 

illustrative examples:  

Date Amount Sender Recipient Beneficiary (description) 
14 Aug 2015 $100,000 World Time Aquila Assets Auringer (front company) 
20 Aug 2015 $75,000 World Time Aquila Assets Auringer (front company) 
28 Aug 2015 $100,000 World Time Bauer Bauer (purported “loan”) 
3 Sept 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company) 
17 Sep 2015 $131,942 Pointfort Travel Agency A  Bauer (family holiday/travel) 
24 Sep 2015 $100,000 Pointfort Bauer Bauer (purported “loan”) 
30 Sep 2015 $100,000 Pointfort Bauer Bauer (purported “loan”) 
30 Sep 2015 $139,000 Pointfort Solution Innovator Ltd Mihaylov (front company) 
8 Oct 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company) 
19 Oct 2015 $100,000 World Time Bauer Bauer (purported “loan”) 
21 Oct 2015 $200,000 World Time Trident Corporation FZE Mihaylov (front company) 
22 Oct 2015 $20,200 World Time Travel Agency B Bauer (family holiday/travel) 
29 Oct 2015 $50,000 Pointfort Bauer Bauer (purported “loan”) 
9 Nov 2015 $7,500 Romax Friedlander Friedlander (“service fees”) 
4 Dec 2015 $50,000 Romax Excalibur Venture Cap. Friedlander (his company) 
21 Mar 2016 $20,000 Pointfort Ferris Ferris (consultancy fees) 
1 Apr 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 
17 May 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 
9 June 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 
23 June 2016 $10,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 
3 Feb 2017 $15,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 
4 Apr 2017 $15,000 Romax Prepaid Debitcard x4640 Pozzoni (card user) 

 
118. During the Mihaylov & Bauer Ring Coalition’s Steampunk stock dump, at least 

25 investors residing within the Southern District of New York purchased a total of at least 

48,076 shares of Steampunk, and sustained combined losses totaling at least $57,999. 

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E. Example Four: The Bauer-Ferris Duo’s Polar Petroleum (POLR) Fraud 
 

119. Using a methodology similar to that used with Virtus, North American Oil, and 

Steampunk Wizards, Defendants Bauer and Ferris perpetrated a fraudulent pump-and-dump of 

Polar Petroleum.  This pair of Defendants again (i) arranged for millions of shares of the Issuer 

to be reissued in the names of offshore front companies, in tranches of less than 5% of the 

Issuer’s outstanding stock, and to be deposited with various Offshore Platforms, (ii) orchestrated 

and funded a materially misleading promotional campaign touting the stock, (iii) exploited the 

share price and demand rises triggered by that campaign to unload their stock, and (iv) reaped 

their illicit proceeds by furtive means. 

i. Positioning Polar Petroleum Stock for Unloading 
 

120. In the case of Polar Petroleum, the offshore vehicles into which Bauer and Ferris 

caused millions of shares to be positioned for unloading on unsuspecting investors included 

Swiss Platform #2-administered omnibus vehicle Koryak and front company account Zallas 

Trading Corporation, and Swiss-Platform #3-administered account JTE Finanz in Trust, whose 

beneficial owner was Bauer. 

121. Because all, or virtually all, of Polar Petroleum’s purportedly unrestricted shares 

were controlled by Bauer and Ferris, they, both together and separately, were affiliates of Polar 

Petroleum and therefore, as a matter of law, the shares were restricted, and thus were subject to 

the federal securities laws’ limitations and restrictions on unregistered sales of such shares.   

122. By having their Polar Petroleum shares allocated in multiple different tranches, 

each of which fell below 5% of the company’s total outstanding shares, to various nominee 

shareholders and omnibus vehicles administered by various Offshore Platforms, Defendants 

Bauer and Ferris created the false appearance – deceiving Polar Petroleum’s transfer agent, the 

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nominee entities’ brokerage firms, investors, and other market participants – that multiple 

different, unrelated offshore entities each held less than 5% of Polar Petroleum’s stock.  In 

reality, the shares nominally lodged with these entities were controlled by the Bauer-Ferris Duo. 

ii. Promoting the Purchase of Polar Petroleum Stock 
 

123. With virtually all of Polar Petroleum’s tradeable shares under its control, and as 

those shares were being positioned to be sold on unsuspecting investors, the Bauer-Ferris Duo 

designed, funded, and launched a campaign urging investors to buy Polar Petroleum stock.  

124.   Ferris coordinated the development and dissemination of the Polar Petroleum 

promotional campaign, which ran from at least April to June 2013 (at which point the 

Commission issued an Order suspending trading in Polar Petroleum).   

125. The purported paying parties for this campaign were Atlanticos Media Servicos 

Limitada (“Atlanticos”) and Commodity United Ltd; the purported publisher was Pond Research 

LLC.  But in fact it was Bauer and Ferris who funded the Polar Petroleum campaign, using their 

Swiss-banking, Swiss Platform #2-administered front companies.  For example, on April 8, 

2013, within the same Swiss bank, Bauer’s Intercontinental Ventures Group Ltd front company 

transferred $100,000 to Ferris’s Speedbird Corp front company, which, in turn, promptly wired 

that same $100,000 to Atlanticos.  And between April 22 and May 6, 2013, Ferris’s Speedbird 

front company sent three wires to Pond Research LLC totaling approximately $500,000. 

126. The Polar Petroleum promotional materials urged readers to buy the stock and do 

so quickly, to capitalize on supposedly realistic prospects of near-term, dramatic gains.  An 

email-blasted Polar promotion disseminated in April 2013, for example, urged:  “Buy Polar 

Petroleum (POLR) now before a stampede of investors begins rushing into a rising market for 

this stock” (emphasis in original), adding, “[t]he fact is, you need to buy shares …. This will 

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likely be your last chance to buy Polar Petroleum at its current low levels before it soars much, 

much higher.”  (Emphasis in original).  These statements were materially misleading for, among 

other reasons, they omitted to disclose material facts, including that the Bauer-Ferris Duo behind 

them did not believe the statements, as evidenced by the Duo’s simultaneous, and massive, 

trading in the opposite direction as they collectively sold their stock during the campaign. 

iii. The Bauer-Ferris Duo Dumps Its Polar Petroleum Stock 
 

127. The Bauer-Ferris Duo’s Polar Petroleum promotional campaign caused dramatic 

rises in demand for the stock, as well as its share price.  The Bauer-Ferris Duo took full 

advantage of this effect.  Between April 2 and June 10, 2013, through three offshore vehicles 

(two administered by Swiss Platform #2 and the other by Swiss Platform #3), the Bauer-Ferris 

Duo sold at least 2.74 million Polar Petroleum shares, for proceeds of at least $12.4 million.  

128. The Bauer-Ferris Duo then reaped its illicit Polar Petroleum stock sale proceeds 

via furtive means.   For example, as the Swiss Platform #2-administered Zallas and Koryak 

accounts were receiving proceeds from unloading Polar Petroleum stock, both made 

disbursements, funded by those proceeds, to Bauer’s and Ferris’s Swiss-banking front 

companies.  These included (i) transfers from Koryak and from Zallas to Ferris’s Speedbird front 

company, totaling $250,000 and $150,000, respectively and (ii) transfers from Koryak and from 

Zallas to Bauer’s Intercontinental Ventures Group front company, totaling $1.516 million and 

$521,312, respectively.  Bauer’s Intercontinental Ventures Group front company, in turn, wired 

at least $600,000 to Ferris’s personal bank accounts, as illustrated in this table:  

  

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Date Amount Sender Recipient 
29 May 2013 $100,000 Intercontinental Ventures Group Ltd (Bauer) Ferris 
31 May 2013 $350,000 Intercontinental Ventures Group Ltd (Bauer) Ferris 
11 June 2013 $50,000 Intercontinental Ventures Group Ltd (Bauer) Ferris 
14 June 2013 $100,000 Intercontinental Ventures Group Ltd (Bauer) Ferris 
TOTAL $600,000   

 
129. During the Bauer-Ferris Duo’s Polar Petroleum stock dump, at least 40 investors 

residing within the Southern District of New York purchased a total of at least 41,391 shares of 

Polar Petroleum, and sustained combined losses totaling at least $135,742. 

F. Example Five: The Sidoo & Bauer Ring Coalition’s American Helium 
(AHELF) Fraud 
 

130. In addition to the North American Oil fraud, Sidoo partnered with the Bauer Ring 

in perpetrating at least another fraud, involving the stock of American Helium Corp.  Although 

American Helium’s local market, at all relevant times, has been the TSX Venture exchange in 

Vancouver, British Columbia, Canada, the company has since January 2018 had “F” shares 

quoted on the Southern District of New York-headquartered OTC Markets: first (beginning in 

January 2018) under the ticker symbol UUCRF, and then (since May 18, 2018) as AHELF. 

131. F shares quoted on OTC Markets are continuously priced in accordance with local 

market share price movements and available liquidity. 

132. At all times, American Helium’s F shares have had five market makers, each 

headquartered in the Southern District of New York. 

i. Bauer, Auringer and Friedlander Provide Incubation-Stage Funding 
 

133. By early 2015, Defendants Bauer, Auringer and Friedlander began funding a 

private, development-stage company that they would later exploit for another pump-and-dump.  

That company was then called Black Panther Petroleum Corp. 

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134. Initially, Bauer, Auringer and Friedlander funded Black Panther Petroleum’s 

operations by drawing upon illicit proceeds of their prior pump-and-dumps.  These early 

fundings included the following wires from Swiss Platform #1 omnibus vehicles: 

Date Amount Sender 
14 January 2015 $135,000 Vantage/Alabron 

28 May 2015 $95,000 Vantage/Alabron 
30 October 2015 $120,000 Provido 

 
135. On or about October 1, 2015, Black Panther Petroleum changed its name (but 

without changing the name on its bank account) to Bruin Point Energy Corp. (hereinafter “Black 

Panther/Bruin Point”). 

136. Over time, Bauer and Auringer began meeting Black Panther/Bruin Point “cash 

calls” by wiring funds from their personal accounts, while Friedlander continued to do so using 

funds on Swiss Platform #1, including the following transfers: 

Date Amount Sender 
24 January 2017 $10,000 Provido  
17 March 2017 $12,000 Provido  

ii. The Bauer Ring Joins With Sidoo 
 

137. Meanwhile, by April 2017, the Bauer Ring had joined with Sidoo and decided to 

collaborate on bringing forward a new, publicly traded entity, of which Black Panther/Bruin 

Point would form a part, and from which they all could potentially profit through stock sales. 

138. In furtherance of their collaboration, Sidoo insisted, and the Bauer Ring members 

agreed, that all would establish brokerage accounts with the same broker, who was a Vancouver-

based stockbroker selected by Sidoo (hereinafter “Sidoo’s Broker”).  By or about May 2017, 

Bauer, Auringer and Friedlander (among others) had all begun opening accounts with Sidoo’s 

Broker; and by October 2017, Pozzoni and Kambeitz had done so as well. 

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139. On July 22, 2017, Bauer emailed this update to Friedlander and other Bauer Ring 

members:  “The deal is on guys ……  We get 23M shares – the shell has no debts and 1.5M 

shares – so we are 94% of the pub co[.]  We get 60% of the 23M and need to raise 40% of the 

money[.]  Let’s talk on Monday and plan forward[.]  Deal is moving fast now – Sidoo has 60% 

of the money already raised and good to go.” 

140. In September 2017, Sidoo, Bauer, Friedlander and Auringer discussed among 

themselves, including by email, whom they would select as CEO for their planned public 

company.  Ultimately, they selected a longtime subordinate employee of Bauer. 

141. In October 2017, Sidoo, Bauer, Friedlander and Auringer discussed among 

themselves, including by email, who would be included on subscriber lists for the new 

company’s shares.  On October 30, 2017, a Sidoo associate emailed Auringer and others stating 

in part:  “Note that David [Sidoo] is managing the process and he is carefully monitoring the 

[subscriber] list and who else needs to be added.”  Subscribers ultimately included various Sidoo 

entities and associates as well as Auringer, Friedlander, Pozzoni, and newly opened 

Liechtenstein-domiciled vehicles of Bauer and his wife:  Grauspitz Capital Anstalt and 

Flascherberg Capital Anstalt. 

142. On November 20, 2017, as the first trading day of the new public company 

approached, Sidoo emailed Bauer, Auringer and Friedlander asking, “do you guys want to do a 

small cross [trade] out [of] the gate on Bruin at .40c?  I think we might want to do [so] as b[a]it.  

David,” to which Auringer replied, “I would be ok with it.” 

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iii. The New Publicly Traded Company Emerges 
 

143. Meanwhile, on September 12, 2017, three British Columbia companies – Karoo 

Exploration Corp, Bruin Point Energy Ltd (which had become the parent company of Bruin 

Point/Black Panther), and 1131663 BC Ltd. – entered into an “Amalgamation Agreement.” 

144. On December 4, 2017, Karoo Exploration changed its name to Bruin Point 

Helium Corp and completed a reverse takeover of Bruin Point Energy and 1131663 BC Ltd.  

Karoo acquired all outstanding shares of Bruin Point Energy and issued 36,990,000 post-

Consolidation shares to Bruin Point shareholders. 

145. On December 11, 2017, shares of Bruin Point Helium began trading on the TSX 

Venture exchange under the ticker BPX. 

146. On January 11, 2018, Bruin Point filed a certification with OTCQB and thereafter 

was quoted on OTC under the ticker UUCRF. 

147. On May 10, 2018, Bruin Point Helium changed its name to American Helium Inc. 

148. On May 18, 2018, American Helium changed its ticker on OTC Markets from 

UUCRF to AHELF. 

iv. Promoting the Purchase of American Helium Stock 
 

149. With all or virtually all of American Helium’s shares under its concerted control 

and positioned to be sold on unsuspecting investors, the Sidoo & Bauer Ring Coalition designed, 

funded, and launched a campaign urging investors to buy American Helium stock.    

150. Sidoo coordinated the development and dissemination of the American Helium 

promotional campaign, which ran from at least March 2018 to July 2018. 

151. Sidoo was involved in engaging almost all of the firms used for the American 

Helium promotional campaign.  Sidoo signed a service agreement with one of those firms – 

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NYC Media Company A – which has at all relevant times been headquartered in New York City.  

Invoices from that company were directed to Sidoo, who approved their payment.  Sidoo also 

had, and exercised, authority over the American Helium promotional and creative content. And 

Sidoo also contemporaneously reviewed reports from NYC Media Company A reflecting the 

impact of American Helium promotional activity on its share price and trading volume. 

152. The American Helium promotional materials that Sidoo arranged referenced both 

American Helium’s TSX Venture and its OTC Markets ticker symbols, and were disseminated 

throughout the United States.     

153. The materials urged readers to buy the stock and do so quickly, to capitalize on 

supposedly realistic prospects of near-term, dramatic gains.  One such promo, disseminated in 

June 2018 by NYC Media Company A, prominently displayed this quote from Sidoo himself:  

“There is a massive rush underway to secure high quality helium assets in the United States and 

[American Helium] sits at the forefront of this cycle.” (Emphasis in original).  This and similar 

such statements in the promotional materials were materially misleading for, among other 

reasons, omitting to disclose material facts, including that the parties behind the statements – the 

members of the Sidoo & Bauer Ring Coalition – did not believe the statements, as evidenced by 

their simultaneous, and massive, trading in the opposite direction as they collectively sold their 

stock during the campaign. 

v. The Sidoo & Bauer Ring Coalition Dumps Its American Helium Stock 
 

154. The Sidoo & Bauer Ring Coalition’s American Helium promotional campaign 

caused dramatic rises in demand for American Helium stock, as well as its share price.  The 

Sidoo and Bauer Ring Coalition took full advantage of this effect.  Between March 2018 and 

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February 2020, accounts associated with the Sidoo & Bauer Ring Coalition sold at least 7.64 

million American Helium shares, for proceeds of at least $1.45 million.  

155. By design and agreement, the Sidoo and Bauer Ring Coalition coordinated their 

selling of American Helium stock, primarily through Sidoo’s Broker, as this May 18, 2018 email 

from Sidoo’s Broker to Friedlander illustrates:  “Also as discussed and agreed, we may/will 

bundle your sales with other clients who wish to filter sell like you and with the same parameters 

considerations (volume/don’t hurt market, blended pricing throughout the day).” 

156. During the Sidoo & Bauer Ring Coalition’s American Helium stock dump, at 

least two investors residing within the Southern District of New York purchased a total of at least 

6,000 shares of American Helium, and sustained combined losses totaling at least $2,385. 

G. THE SEPARATE FRAUDS BY MIHAYLOV AND FERRIS 
(TWO MORE EXAMPLES) 
  

157. In addition to the fraudulent stock dumps each perpetrated in league with the 

Bauer Ring, Defendants Mihaylov and Ferris each perpetrated at least one additional fraud.  Each 

employed similar methodology, and used one or more of the same offshore front companies, 

Offshore Platforms, or both, as each used in their frauds perpetrated with the Bauer Ring. 

i. Mihaylov’s Lifelogger Fraud 
 

158. Mihaylov used Blacklight-administered vehicles to position his Lifelogger stock 

offshore, in less-than-5% tranches, and later sell it to unsuspecting investors – just as he did with 

Steampunk, described above.  The Blacklight administered vehicles Mihaylov used for this 

purpose included his Fibex Holdings Limited and Paradigm Ventures Inc. front companies, each 

of which had a straw owner.  These allocations and unloadings were fraudulent for the same 

reasons as were similar allocations and unloadings in the Steampunk fraud, described above. 

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159. During Mihaylov’s Lifelogger stock dump (when he sold at least 24.93 million 

shares for proceeds totaling at least $12.15 million), at least 127 investors residing within the 

Southern District of New York purchased a total of at least 221,955 shares of Lifelogger, and 

sustained combined losses totaling at least $42,481. 

ii. Ferris’s Blue Eagle Lithium Fraud 
 

160. Ferris utilized Blacklight-administered vehicles to position his Blue Eagle 

Lithium stock offshore, in less-than-5% tranches, and later unload it on unsuspecting investors – 

just as he did with the Virtus and Steampunk frauds, described above, which he had perpetrated 

with the Bauer Ring.  The Blacklight administered vehicle Ferris used for this purpose was 

Apollo Ventures Inc. (a front company de facto owned by another member of the penny stock 

fraud community, but made available to Ferris for purposes of his Blue Eagle fraud). These 

allocations and unloadings were fraudulent for the same reasons as were similar allocations and 

unloadings in the Virtus and Steampunk frauds, described above. 

161. During Ferris’ Blue Eagle stock dump (when he, along with others not named 

here, sold at least 4.98 million Blue Eagle shares for illicit proceeds totaling at least $5.95 

million), at least 50 investors residing within the Southern District of New York purchased a 

total of at least 143,701 shares, and sustained combined losses totaling at least $99,962. 

H. DEFENDANTS’ PUMP-AND-DUMPS OF OTHER PENNY STOCKS 
 

162. In addition to the pump-and-dumps described above, various combinations of the 

Defendants effected similar fraudulent pump-and-dumps during the course of their fraud scheme, 

of numerous other penny stocks, including, but not limited to, the following issuers’ stocks:    

Cyberfort Software Inc. (CYBF); Cantabio Pharmaceuticals Inc. (CTBO); Black Stallion Oil and 

Gas Inc. (BLKG) (currently known as Arize Therapeutics Inc.); PetroTerra Corp. (PTRA) 

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(currently known as Transportation & Logistics Systems Inc.); Black River Petroleum Corp. 

(BRPC); Gray Fox Petroleum Corp. (GFOX); Patriot Berry Farms Inc. (PBFI); Bison Petroleum 

Corp. (BISN) (currently known as Yinhang Internet Technologies Inc.); Lone Star Gold Inc. 

(LSTG) (currently known as Good Hemp Inc.); and True North Energy Corp. (TNEN).  

163. Defendants conducted the pump-and-dumps of these additional stocks similarly to 

those described above.  In these additional frauds, the relevant combination of Defendants: (1) 

exploited materially misleading promotional campaigns to boost demand for the stock; (2) used 

an array of Offshore Platform-supplied vehicles to fraudulently spread out and conceal their 

ownership and control of each Issuer’s purportedly unrestricted shares in order to (3) those 

shares to unsuspecting retail investors in the midst of promotional campaigns that they arranged, 

and (4) reap distributions of the resulting proceeds furtively, typically (5) while also flouting 

their affirmative reporting obligations under the federal securities laws – as controlling 

shareholders of each  Issuer – to report their holdings and trading.  The following table provides 

a non-exhaustive overview of the additional stocks comprising Defendants’ scheme: 

Issuer (Ticker, CIK) Date Range of 
Stock Sales 

Estimated Illicit 
Proceeds 

Complicit 
Defendants 

CYBF (0001522787) 11/2016 – 12/2018 $1.37 million Bauer & Ferris 
CTBO (0001557565) 11/2015 – 10/2018 $2.56 million Bauer Ring  
BLKG (0001542335) 10/2014 – 11/2016 $3.5 million Bauer Ring 
PTRA (0001463208) 5/2014 – 9/2016 $3.96 million Bauer Ring 
BRPC (0001479000) 4/2014 – 5/2014 $417,000 Bauer & Ferris 
GFOX (0001546589) 11/2013 – 8/2014 $11.8 million Bauer Ring 
PBFI (0001522787) 8/2013 – 2/2016 $425,000 Bauer & Ferris 
BISN (0001494722) 2/2013 – 9/2015 $2.36 million Bauer Ring 
LSTG (0001464865) 8/2011 – 1/2013 $4.9 million Bauer Ring 
TNEN (0001292521) 4/2006 – 5/2007 $40.23 million Bauer Ring  

TOTAL $71.52 million  
 

164. During the True North Energy (TNEN) stock dump (the last pump-and-dump 

listed in the above table) at least 153 investors residing within the Southern District of New York 

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purchased a total of at least 193,628 shares of True North Energy, and sustained combined losses 

totaling at least $416,556.  Similarly, during the dumping phase of each of other the penny stock 

pump-and-dumps listed in the above table, purchasers of each of the stocks listed therein, on 

information and belief, likewise included investors residing within the Southern District of New 

York, who sustained substantial losses.  

III. DEFENDANTS HAVE SPENT LITTLE TIME IN THE UNITED STATES 

165. Facts relevant to the timeliness of certain of the relief sought by the Commission 

include whether, how recently, and for how much time in total, the Defendants have been present 

in the United States since violating the federal securities laws. 

166. A Defendant who did not once enter the United States in the five years following 

a violation of the federal securities laws cannot avail him- or herself of the five-year statute of 

limitations for civil money penalties set forth in 28 U.S.C. § 2462 for that violation. 

167. Defendant Mihaylov, for example, has not once entered the United States since 

2004, on information and belief.   He therefore has no statute of limitations defense to the 

remedy of civil monetary penalties for any of his securities law violations alleged in this case. 

168. Additionally, the current, five-year and ten-year statutes of limitations for 

disgorgement and injunctive relief contain a tolling provision under which the time period for 

such remedies runs only when the Defendant is within the United States.10  On information and 

belief, each of the other Defendants’ individual, cumulative time spent in the United States is far 

less than five years – with the longest total of any Defendant being about three years, at most.  

As a result, the disgorgement and injunctive relief remedies sought in this case against each of 

the Defendants all remain timely, across the entire time period of the violations alleged herein. 

                                                           
10 See 15 U.S.C. § 78u(d)(8)(C). 

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

(Violations of Sections 17(a)(1) and (3) of the Securities Act by Bauer, Auringer,  
Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz) 

 
169. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

170. By reason of the conduct described above, defendants Bauer, Auringer, 

Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, in the offer or sale of securities of 

one or more of Virtus, North American Oil, Steampunk, Polar Petroleum, American Helium, 

Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion, PetroTerra, Black River Petroleum, 

Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum, Lone Star Gold and True North 

Energy Corp., 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/or (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.   

171. By reason of the conduct described above, defendants Bauer, Auringer, 

Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz 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 

restrained and 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) by Bauer, 

Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz) 
 

172. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

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173. By reason of the conduct described above, defendants Bauer, Auringer, 

Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, acting knowingly or recklessly, 

directly or indirectly, in connection with the purchase or sale of securities of one or more of 

Virtus, North American Oil, Steampunk, Polar Petroleum, American Helium, Lifelogger, Blue 

Eagle, Cyberfort, Cantabio, Black Stallion, PetroTerra, Black River Petroleum, Gray Fox 

Petroleum, Patriot Berry Farms, Bison Petroleum, Lone Star Gold and True North Energy Corp, 

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

facility of any national securities exchange: (i) employed devices, schemes, or artifices to 

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

have operated as a fraud or deceit upon any person. 

174. By engaging in the foregoing conduct, Defendants Bauer, Auringer, Friedlander, 

Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz violated, and unless restrained and enjoined will 

continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

THIRD CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

 
(Violations of Sections 5(a) and 5(c) of the Securities Act by Bauer, Auringer, Friedlander, 

Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz) 
 

175. Paragraphs 1 through 168 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

176. At all relevant times, the securities of one or more of Virtus, North American Oil, 

Steampunk, Polar Petroleum, Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion, 

PetroTerra, Black River Petroleum, Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum, 

Lone Star Gold and True North Energy Corp., referenced above as having been sold by some or 

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all of Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz 

were not registered in accordance with the provisions of the Securities Act and no exemption 

from registration was available. 

177. Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, Sidoo and 

Kambeitz’s offers and sales of the securities of one or more of Virtus, North American Oil, 

Steampunk, Polar Petroleum, Lifelogger, Blue Eagle, Cyberfort, Cantabio, Black Stallion, 

PetroTerra, Black River Petroleum, Gray Fox Petroleum, Patriot Berry Farms, Bison Petroleum, 

Lone Star Gold and True North Energy Corp., were made in the United States in that (a) sales 

were executed by broker-dealer firms in the United States; (b) irrevocable liability with respect 

to sales was incurred in the United States; and (c) title with respect to the sales passed in the 

United States. 

178. By reason of the foregoing, defendants Bauer, Auringer, Friedlander, Pozzoni, 

Ferris, Mihaylov, Sidoo and Kambeitz, directly or indirectly, made use of the means and 

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

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

securities, and when no exemption from registration was available. 

179. By reason of the foregoing, defendants Bauer, Auringer, Friedlander, Pozzoni, 

Ferris, Mihaylov, Sidoo and Kambeitz violated and, unless restrained and enjoined will continue 

to violate, Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§77e(a), (c)].  

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests the Court to enter a Judgment that: 

A. Permanently retrains and enjoins the defendants Bauer, Auringer, Friedlander, 

Pozzoni, Ferris, Mihaylov, Sidoo and Kambeitz, and their agents, servants, employees and 

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attorneys, and those persons in active concert or participation with them who receive actual 

notice of the injunction by personal service or otherwise, from: 

1. violating Section 17(a) of the Securities Act [15 U.S.C. §§77q(a)]; 

2. violating Section 10(b) of the Exchange Act [15 U.S.C. §§78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. §240.10b-5];  

3. violating Section 5 of the Securities Act [15 U.S.C. § 77e); and 

4. directly or indirectly, including but not limited to, through any entity each 

owns or controls, participating in the issuance, purchase, offer, or sale of any security; 

provided, however, that such injunction shall not prevent defendants from purchasing or 

selling securities listed on a national securities exchange for their own personal account; 

B. Permanently bars Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, 

Mihaylov, Sidoo and Kambeitz from: 

1. participating in an offering of 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)]; and 

2. serving as an officer or director of any public company pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]; 

C. Orders Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, 

Sidoo and Kambeitz 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)];  

D. Orders Defendants Bauer, Auringer, Friedlander, Pozzoni, Ferris, Mihaylov, 

Sidoo and Kambeitz to disgorge, with prejudgment interest, any and all ill-gotten gains each 

received, or may be liable for jointly and severally, as a result of the conduct described herein;  

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E. Retains jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

F. Grants such other and further relief as this Court may deem just and proper. 

DATED this 14th day of April, 2022. 

      Respectfully submitted, 

/s/   Benjamin D. Brutlag                         .              
Benjamin D. Brutlag (BB1196) 
Kenneth W. Donnelly (pro hac vice motion pending) 
(Co-Lead Trial Attorney) 

      David A. Nasse (pro hac vice motion pending) 
                 (Co- Lead Trial Attorney) 

J. Lee Buck II 
 
      SECURITIES AND EXCHANGE COMMISSION 

100 F Street N.E. 
Washington, DC  20549 
Phone: (202) 551-4946 (Donnelly direct) 
Fax: (202) 708-6087 (fax) 
[email protected] (Donnelly email) 

  

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