SEC v. Timothy Page; Trevor Page; Ticino Capital Limited; Wellesley Holdings Limited; Porrima Limited; Emergent Investment Company, et al., No. 1:21-cv-05292, Southern District of New York (Jan. 1, 2021) — Complaint

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW  YORK

SECURITIES AND EXCHANGE
COMMISSION,
   Plaintiff,
 v.

TIMOTHY PAGE, TREVOR PAGE,
TICINO CAPITAL LIMITED,
WELLESLEY  HOLDINGS LIMITED,
PORRIMA LIMITED, EMERGENT
INVESTMENT COMPANY, and FJ
INVESTMENTS INTERNATIONAL
INC.,

   De fe ndants .

JANAN PAGE,

                           Relief Defendant.

        Civil Action No. 21-CV-______

JURY TRIAL DEMANDED

COMPLAINT
 P la intif f,   Securities  and  Exchange  Commission   (the  “Commission”),  alleges  the
following   against  defendants  Timothy  P age, Trevor  P age, Tic ino  C a pita l  Limite d   ( “Tic ino” ) ,
Wellesley  Holdings  Limited  (“Wellesley”),  Porrima  Limited  (“Porrima”),  Emergent  Investment
Company  (“Emergent”);  and  FJ Investments International  Inc. (“FJ  Investments”)  (and
collectively,  the “Defendants”) and relief  defendant  Janan Page:
SUMMARY
1. This   is   a   s e c ur itie s   fraud enforcement action.   Starting  no later than 2016 and
continuing through at least J uly  2019, the Defendants schemed fraudulently to  s e ll the stock of
various publicly  traded companies,  including the stock of Link  Reservations,  Inc.  (“Link”),

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EnviroTechnologies  International,   Inc. (“EnviroTechnologies”), Cyberfort Software Inc.
(“Cyberfort”),  and  BioHemp  International,   Inc.  (“BioHemp”),  to investors  in the public  United
States securities markets.  Timothy   and  Trevor P age used nominees—including   defendants
Ticino,  Wellesley,  P orrima,  Emergent,  and FJ Investments—to  disguise  their  holdings   of
substantial  inte r e s ts   in  publicly   traded   companies.   Timothy P age and Trevor  P age also engaged
boiler   rooms  (i.e., call center operations  designed  to lure investors  to purchase stock,  often  using
high-pressure  sales tactics) to  generate arti ficial  demand for their  stock  by  making  false  and
misleading  statements to investors.
2. Further,  when market demand  for their uns old  shares dried  up towards the end of
the various  boiler   room  promotional   campaigns  that they funded,  Timothy  and Trevor P age
agreed to pay kickbacks  to an individual  who they believed  was a corrupt  broker.  The Pages
believed  the broker would buy  the  P ages’  worthless  shares  in  unsuspecting   brokerage  customers’
accounts (hereinafter  referred to  as “cross trades”).  Unbeknownst  to the P ages, they coordinated
these cross trades with an individua l who was cooperating  with  a Federal Bureau of Investigation
(“FBI”) inve s tiga tio n ,  and the P ages paid these cross trade kickbacks  to an entity  controlled  by
the FBI.
VIOLATIONS
3. As a result of the conduct  alleged   herein,  Timothy  P age, Trevor P age, Wellesley,
Emergent, and P orrima  violated,   and  unless  restrained  and  enjoined   will   continue  to  violate,
Sections  5(a), 5(c), 17(a)(1),  and 17(a)(3) of the Secur itie s   A c t of  1933  (“Securities   Act”), and
Section  10(b) of the Securities  Exchange Act of  1934  (“Exchange  Act”) and Rules  10b-5(a)  and
(c) thereunder;  Ticino  and FJ Investments violated  Sections  17(a)(1) and (3) of the Securities  Act
and Section  10(b) of the Exchange  Act  and  Rules  10b-5(a)  and (c) thereunder; Timothy  P age and

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Trevor  Page  violated   Section  9(a)(2)  of  the  Exchange  Act; and  Timothy  P age, Trevor P age and
FJ Investments also violated  Section  13(d) of the Exchange Act and Rule 13d-1  thereunder.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
4. The Commission seeks a permanent  injunction   against  the Defendants,  enjoining
them  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  under Section  21(d)(7)  of the Exchange Act [15
U.S.C. §78u(d)(7)],  c ivil  pe na ltie s   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)];  an order  barring
Trevor  P age  from participating   in  any  offering  of  a  penny  stock,  pursuant  to  Section  20(g)  of  the
Securities  Act [15  U.S.C. §77t(g)]  and/or  Section  21(d)  of the Exchange Act [15 U.S.C.
§78u(d)];  orders  enjoining   Timothy   P age  and  Trevor  P age  from  directly   or  indirectly,   including,
but  not  limited  to, through   an  entity  owned  or  controlled   by  Timothy   P age  or  Trevor  P age,
participating  in the issuance, purchase, offer or sale of any security,  provided,  however, that such
injunction  shall  not prevent Timothy  P age or Trevor P age from purchasing  or selling  securities
listed  on  a  national  securities  exchange  for  their  own  personal  accounts;  and such other relief  as
the Court may deem appropriate.
JURISDICTION AND VENUE
5. This  Court  has  jurisdiction   over  this  action  pursuant  to  Section  22(a)  of  the
Securities  Act [15  U.S.C. §77v(a)]  and  Sections  21(d),  21(e),  and  27  of the Exchange Act [15
U.S.C. §§78u(d),  78u(e),  and  78aa].
6. V e nue   lie s   in   this   D is tr ic t  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,

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practices,  transactions  and  courses  of  business  alleged  in  this  Complaint   occurred  within   the
Eastern District of New York, and were effected, directly  or indirectly,  by making  use of means
or instrumentalit ies  of transportation   or  communication   in  interstate  commerce,  or  the  mails.    For
example, during  the period described  in this  Complaint,  individua ls  who r e s ide  in     the Eastern
District  of New York  purchased the stock of EnviroTechnologies  and  Cyberfort.
DEFENDANTS
7. Timothy (“Tim”)  P age, 71,  is a citizen  of the United Kingdom  (“U.K.”) and,  at
various  times,  resided  in the   U . K . ,  Sw itze r la nd   a nd  Fiji.      Tim  P a ge was charged by  the
Commission  in two actions  filed  in 2007  and 2009  for violating  Sections  5(a) and 5(c) of the
Securities  Act  in  connection  with  several  stock  offerings,  as  well  as  a  violation   of  Section
15(a)(1) of the Exchange Act in the 2009  matter.  SEC v. Phillip W. Offill, Jr., et al. (Case No.
07-cv-01643  (N.D. Tex.)); SEC v. Connectajet.com, Inc., et al. (Case No. 09-cv-01742  (N.D.
Tex.)).

8. Trevor  Page, 35,  is a U.K. resident and is Tim  P age’s son.

9. Tic ino  C a pita l  Limite d is  a  Maltese  corporation   formed  in  June  2014,   owned  on
paper  by  a  Swiss  attorney.    Tim  and  Trevor  P age  used  brokerage  accounts  held  in  Ticino
Capital’s  name illegally  to sell  shares of stock and used bank  accounts  held  in  Ticino   Capital’s
name to compensate boiler  room operators to promote  stocks they were selling  and for other
purposes.

10.
We lle s le y  H oldings   Limite d  is  a  Hungarian  corporation   formed  in  May  2018,
owned  on  paper  by  a  Swiss  citizen.     Tim  and  Trevor  P age  used  a  brokerage  account  in  the  name
of Wellesley  illegally  to sell  shares of at least one company (BioHemp  International,   Inc.
(“BioHemp”)) and used a  bank  account  in  the  name  of  Wellesley  secretly  to  provide   financing   to

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B ioH e mp’s  operations.
11.
P or r ima   Limite d is  a Hungarian  corporation  formed in  February  2018,  owned  on
paper by a Hungarian  lawyer based in Budapest.  Tim  and Trevor P age used a brokerage account
in the name of Porrima Limited  illegally  to sell shares of at least BioHemp.

12.
Emergent  Investment  Company is a Hungarian  corporation  formed  in  February
2018,  owned on paper by a citizen  of the P hilippines ,  where Tim P age owns  property.  Tim  and
Trevor P age used a brokerage account in  the name of Emergent illegally  to sell shares of
BioHemp,  and Tim  P age was an authorized  signer  on  Emergent’s  Hungarian  bank  account.

13.
FJ Investments International  Inc. is  a Utah corporation  formed  in  early 2018  and
controlled  by  a Utah resident.   The Utah resident  incorporated  FJ  Investments  to  acquire  and
hold  the controlling  block  of shares of BioHemp  as a nominee  for Tim  P age.

RELIEF DEFENDANT
14. Janan P age, 63,  is   a resident of the U.K., Switzerland  and Fiji.   She is the wife of
Tim  Page.  Illicit  proceeds of Tim  and Trevor P age’s fraud  were  directed  to  bank  and  brokerage
accounts held  in Janan P age’s name.  Brokerage accounts held  in Janan Page’s name were a ls o
used to conduct manipulative  trades in securities that Tim and Trevor Page were selling.
RELATED PARTIES
15. EnviroTechnologies  represents in public  filings  that it  is  an  organic  products
company.  EnviroTechnologies  (Ticker:  ETII) trades on the OTC Markets (defined  in  P aragraph
25,  below).   EnviroTechnologies  was incorporated  in  Delaware in  1996  under  the name HIS of
V ir ginia ,  I nc .,  and  is  currently  headquartered  in  P leasant  Grove,  Utah.

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16. Cyberfort  is  a  Nevada  corporation,   currently  headquartered  in  San  Francisco,
C a lif or nia.     Cyberfort  represents  in  public   filings   that  it  is  focused on  providing   software  security
technology.   Cyberfort’s common  stock (Ticker:  CYBF) is  quoted  on  the  OTC  Markets.
17. BioHemp  is a Nevada corporation  that purportedly  has a principal  place of
business  in  New York,  New York.  BioHemp  was  originally   incorporated  in  Nevada  in  August
2012 as  Book  It  Local  Inc.,  and  in  August  2013,   Book  It  Local  filed  a  Form  8-A12G  to register a
class of its securities under the Exchange Act.  Since  that  time,  the  company  has  had  a  reporting
obligation   under  Section  15(d)  of  the  Exchange  Act.   During  the time  period  at  issue  in  this
Complaint,  BioHemp  stock (Ticker:  BKIT) was quoted  on the OTC Markets.  The Commission
suspended  trading  in  BioHemp  stock  (Ticker:  BKIT) for 10 days effective July 26,  2019 and in
May 2021,  commenced a proceeding  to determine  whether the registration  of its shares should  be
revoked.
18. Link  is a Nevada corporation  headquartered in  Herefordshire,  U.K.  Link was
originally  incorporated  in December 2006  as Wishart  Enterprises,  Ltd.  In June 2010,  Wishart
changed its name to Vendum  Batteries,  Inc.   In May 2015,  Vendum Batteries changed its name
to Link.  Link’s  common  stock  is  quoted  on  OTC  Markets under the symbol  LRSV.
BACKGROUND

19. P ersons who control  companies  which  have stock that is sold  to the public
(“control  persons”) are subject to a variety  of legal  and regulatory  requirements. Such
registration  requirements,  sale  restrictions,  and  disclosure  obligations  are  safeguards  designed  to
inform  investors about  the nature of the stock they are holding  or considering  buying,  and from
whom  they  would  be  buying   that  stock.

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20. Before selling  stock, control  persons are required  to:  (a) register the stock sales
with the Commission  pursuant  to Section  5 of the Securities  Act [15 U.S.C. § 77e]; (b) sell the
stock pursuant  to an applicable  exemption  from registration;  or (c) sell  the stock pursuant  to
conditions  set forth in SEC Rule 144  [17 C.F.R. § 240.144],  including  limitations  on the amount
of stock a control  person can legally  sell.   Also,  investors  in  certain  public  companies  are
required  publicly   to  disclose  any  ownership  interest in excess of 5% of the company’s  publicly
traded stock.
21.  “Restricted stock” includes  stock of a company whose shares are traded publicly
(also known as an “issuer”) that has been acquired  from  an  issuer,  or an a f f ilia te   of   an issuer,  in     a
private transaction  that  is  not  registered  with  the  Commission.     In  addition,   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
securities 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  operations,  risk factors, and management.   It also
includes  disclosure  of any person or group  who is the beneficial  owner of more than 5% of the
company’s  securities.
22. 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  in question.   Af f ilia te s   inc lude   of f ic e r s ,  directors  and  controlling   shareholders,  as
well  as  any  person  who  is  under  “common   control”  with  or  has  common   control  of  an  issuer.    As

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used herein,  the term “control  group”  means a group  that collectively  is an “affiliate”  of an
issuer.
23. “Unrestricted stock” is  stock that ma y  le ga lly  be offered and s old  in  the  public
securities marketplace by a non-a f f ilia te ,  or dina r ily  after having   previously   been  subject  to  a
registration  statement.  Registration  statements are transaction  specific,  however, 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.  Thus,
when a control  person buys publicly-traded   or  otherwise  unrestricted  shares  in  a  company  s/he
controls,  those shares automatically  become subject to the legal  restrictions  on sales by an
a f f ilia te ,  w hic h  s tr ic tly  limit  the quantity  of shares that may be sold  in the public  markets absent
registration.    Without  registration,  affiliates  are  prohibited  from  selling  large  quantities  of  an
issuer’s shares, regardless of how the affiliates  obtained  those shares.
24. A “transfer agent” is a company  that,  among  other  things,   issues  and  cancels
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 individua ls  and entities  that own
their stock.  Transfer agents routinely  keep track of whether shares are restricted from resale.
25. Over-the-Counter (“OTC”) Markets,  Inc. is a stock quotation  service that
facilitates  public   trading   of  shares  in  public   companies  that  are  not  otherwise  listed  on  national
securities  exchanges  (like  NASDAQ  or  the  New  York  Stock  Exchange).    P ublic  companies  that
do  not  have  an  obligation   to  file  reports  with  the  Commission   may choose to file  public  reports
(such as quarterly  and annual  statements) on the OTC Markets website for investors  to review
and consider  when making  investment  decisions.

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26. “P enny  Stock,”  as used  herein,  generally refers to  a  security  issued  by  a  very
small  company  that trades at less than $5 per share.
27.  “Pump-and-dump”  schemes  typically  involve  company  shareholders  touting,  or
“pumping,”  (or paying  others to tout or “pump”)  a company’s stock through  false and misleading
statements or through  manipulative  trading, for  the  purpose  of  creating  market  demand  into
which  those  same  shareholders  sell,  or  “dump,”   their  shares.
FACTUAL ALLEGATIONS
ENVIROTECHNOLOGIES SCHEME TO DEFRAUD
28. From  2016  through  2018,  Tim  and  Trevor  Page coordinated  with  at least two
other  individuals   to engineer  a pump-and-dump scheme by  concealing  their  control  over
EnviroTechnologies.   By hiding  their control,  Tim  and Trevor Page sold the ir
EnviroTechnologies’  stock without  registering  the sales or complying  with legally  mandated sale
limita tions,   while  concealing  from  prospective  purchasers that EnviroTechnologies’  stock was
being  sold,  in bulk,  by the people  who controlled  the company.
29. In furtherance of their scheme fraudulently to  sell  EnviroTechnologies’   stock,
Tim  and Trevor P age, dir e c tly  or indir e c tly,  secretly  controlled   EnviroTechnologies  by:  (a)
providing  significant  funding  to the company;  (b) engaging an officer  of EnviroTechnologies’
board to be their  company  insider;  and (c) controlling  a significant  percentage of the company’s
stock.
Funding  and  B oard  Control
30. Starting  no  later  than  July  2016,  Tim  and  Trevor  Page began working  closely  with
an individua l (identified   herein  as P erson A)  to ensure that EnviroTechnologies  stock could  be
quoted  for trading  on OTC Markets.  During  a conversation  surreptitiously   recorded between a

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witness who was cooperating  with  an FB I   inve s tiga tio n  and Tim  P age on or  about February  13,
2018,  Tim  Page referred to  Person A as his  “partner” on  the  EnviroTechnologies   deal.
31. Person A was an EnviroTechnologies  paid consultant.   P erson A prepared and
filed  EnviroTechnologies’  financial  statements.  P erson A a ls o  arranged  for  payment  of
EnviroTechnologies’  semi-annual   fees  to  OTC  Markets  by  using  a  credit  card  that  had  been
issued  to  Janan  P age.    These  filings  enabled  EnviroTechnologies  to  be listed  for trading  by OTC
Markets,  which  subsequently   enabled  Tim  and  Trevor  P age  to  sell  their  shares  to  other  investors.
32. Tim  P age was a significant  source of funding  for EnviroTechnologies  between
March 2017  and May 2019.   Tim  P age, however, arranged to obfuscate the fact that he was the
source of that funding  to avoid  the appearance that he directly  or indirectly controlled
EnviroTechnologies.    For example,  Tim  P age arranged to fund EnviroTechnologies’   operations
by  transferring  funds  from several  accounts he controlled,  including  accounts held in  the name of
Ticino  and Emergent,  to  accounts controlled  by an officer of EnviroTechnologies  ( ide ntif ie d
herein  as P erson C), who in  turn transferred the funds to EnviroTechnologies.   Examples  of
transfers f ollow :
i. On  or  about  March  7,  2017,   Tim  P age  paid  $16,961.65   from  his  personal  bank
account to a company  controlled  by P erson C (“P erson C’s Company”).  On
March 8, 2017,  P erson C’s Company  wired $15,000  to
EnviroTechnologies.   Follow in g   this    w ir e   tr a ns f e r , the  remaining   balance  in
P erson C’s Company’s  account was less than $3,600.
ii. On or about March 21,  2017,  Ticino  paid  $49,980  to P erson C’s Company.   On
the same day, P erson C’s Company  wired $49,950  to

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EnviroTechnologies.  Following  this  wire transfer, the  remaining   balance  in
P erson C’s Company’s  account was less than $900.
iii. On or about October 16,  2018,  Emergent  paid $14,966  to P erson C’s
Company.   On October 17, 2018,  P erson C’s Company  wired $14,960  to
EnviroTechnologies.  Follow in g   this    w ir e   tr a ns f e r ,  the  remaining   balance  in
P erson C’s Company’s  account was less than $400.
33. Tim  P age  knew,  or  was  reckless  in  not  knowing,   that  P erson  C’s Company was a
dormant  LLC that P erson C used to funnel  money  to EnviroTechnologies.   P erson C   and  Tim
Page executed promissory  notes  between P erson C’s Company  and  Tim  P age  (or  Tim  P age’s
companies) to make it seem as if the transfers resulted  from  a loan  arrangement  when,  in
actuality,   they  did  not.
Stock Control
34. Tim  and Trevor  P age, working  with  P erson A, directly  or indirectly  controlled
almost  all  of  EnviroTechnologies’   purportedly unrestricted  stock.    For  example,  in  September
2016,   three  foreign  entities  controlled   by  Tim  and  Trevor  P age, including  defendant  Tic ino,
acquired  a class of stock that could  be converted into  commonly  traded stock (i.e., a type of stock
that can typically  be traded in  the public  securities markets if it  is unrestricted).   These three
entities  all  exercised  their  conversion  rights  in  October  2016,  making  them the owners of a total
of 30,000,000  common  shares of EnviroTechnologies.
35. Shortly  thereafter, P erson A facilitated  the assignment  of a convertible  promissory
note to two other foreign  entities  controlled  by Tim  and Trevor P age, which Tim  and Trevor
P age arranged to  have converted into a  total  of  20,000,000   additional  common shares of
EnviroTechnologies   in  2017.

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36. Having  consolidated  control  of  50,000,000  common shares of
EnviroTechnologies  stock,  Tim  and  Trevor  P age arranged to have the stock certificates issued
without   restrictive  legends  on  the  basis  of  false  and  misleading   opinion   letters  authored  by
EnviroTechnologies’   securities  counsel  (hereinafter  referred to  as “Person B”).
37. Trevor  P age  coordinated w ith  P e r son B to author the false and misleading  opinion
letters.  For example, on  or  about  October  3,  2016,  Trevor  P age  emailed  P erson B and  requested
opinion  letters for three offshore nominees  that were holding  his (and Tim  P age’s) stock.
O pinion  le tte r s  a r e  intended  to be provided  to transfer agents to authorize  the transfer agents to
issue  stock  without   a  restricted  legend  (which  would  prevent  the  shares  from  being  deposited
with a broker dealer and sold  to  investors  in  the  public   market).
38. On or about October 3, 2016, Trevor  P age used his  credit  card  to  pay  $900 to
P erson B for  the  three opinion   letters.
39. The opinion  letters were false and misleading  because, among  other things,
P erson B represented to the company’s transfer agent that the P ages’ entities  were not  affiliates
of EnviroTechnologies.   In actuality, the entities  were nominees that were used to conceal  the
P ages’  identities,   and  Tim  and  Trevor  P age were  affiliates  of  EnviroTechnologies   by  virtue  of
their  control  over  the  company’s  operations  and its stock.
40. The   ta ble   be low   illustrates  the stock transfers to the Pages’ entities,  as described
in  P aragraphs  34  through  36,  above.    As  shown  in  this  chart,  Red Crane Ltd., Car Rus
Consulting,   Norfolk   Heights  Ltd.,  and  Company   A  were controlled  by,  or  he ld  stock  on  behalf  of

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and at the direction  of,  Tim  and Trevor P age.

Ille gal Sales  of EnviroTechnologies Stock
41. Red Crane Ltd. then transferred its  shares to a foreign  entity  that purported  to be
an asset manager, but really just served as part of a trading  platform   to  dump  penny  stocks  for
various  control  groups.    Norfolk  Heights  Ltd. was another  nominee  that  was also part of the same
trading  platform.
1
    Between approximately  February  2017  and May  2018,  Tim  and Trevor P age
and  others  with  whom  they were coordinating arranged for the foreign asset manager/trading
platform  to  dump  their   EnviroTechnologies   stock.    The sales occurred in  two waves: February
through  June  2017,  and  February  through  May  2018.

1
 The Commission charged, an d o btained ju d gmen ts ag ainst, Norfolk Heights Ltd. and  Fountain Drive Ltd. (see
paragraph 50 herein) in  a  separate case for their role as part of an illicit  trading platform.  See SEC  v. Bajic, et al.,
No . 20-cv  -0007 (S.D.N.Y.,  filed   Jan . 2,  2020).

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42. During  the  time  period  February  through  June  2017, Tim  and Trevor P age s old,
directly  or indirectly,  approximately  3.9  million  shares of EnviroTechnologies  stock for proceeds
of approximately  $3.7 millio n.
43. On 46 of the 101 available  trading  days between February 7, 2017  and June 16,
2017, Tim  and  Trevor  Page’s stock sales accounted for more than 50% of the total market
volume  for EnviroTechnologies.   As the chart below reflects, between February and June 2017,
this  trading   on  behalf  of  Tim  and  Trevor  P age  effectively  increased  the  price  of  the stock from
$0.60  per share to a high  of $1.93  per share on April  7, 2017,  at which  point  the notional  market
capitalization  of EnviroTechnologies  was at least $390  million.

44. By  February  2018,   the  volume  of  trading  in  EnviroTechnologies   stock  had
decreased, which negatively  affected Tim  and Trevor P ages’ ability  to sell  their remaining
EnviroTechnologies’  shares profitably.   To address this  issue, Tim  and Trevor P age manipulated
the market for EnviroTechnologies’  stock by creating the false appearance of active trading  in
EnviroTechnologies’  shares.

15

45. In particular,  during  a conversation surreptitiously   recorded  between  a witness
who  was  cooperating  with  an FBI investigation and Tim  P age on  or about February  13,  2018,
Tim  P age complained  that  he was not able to sell as much stock as he wanted to because of the
low  volume.   Tim  P age further  explained:  “we are maintaining  the price,  and it’s costing  us
money,  and  it’s  very  frustrating  because I can’t capture . . . so  it’s  costing  me  money  just  trying
to maintain  that so I’m getting  very frustrated.”  Tim  Page was describing  his efforts to maintain
an artificially  high  stock price by entering  small  and manipulative  buy orders—which had  the
effect of creating  an artificial  appearance of market demand— aimed at enabling Tim  P a ge and
Trevor  P age  to  s e ll  the ir  remaining  EnviroTechnologies   shares at an  a r tif ic ia lly  high  price.
46. As  Tim  P age  described  during   the  February  13,  2018  recorded  conversation,  Tim
P age had arranged for brokerage accounts held in  Janan P age’s name to place many small  buy
orders of EnviroTechnologies  stock to maintain its   price.  Tim  P age arranged the buy orders for
the  purpose  of  artificially   increasing  the  price  per  share  of  EnviroTechnologies’  stock and for the
purpose of inducing  others to invest.
47.  The chart below illustrates  Tim  Page’s manipulative  efforts to  buy
EnviroTechnologies   stock  to  prevent  the  stock  price  from  declining   further  than  it  already  had  on
a  given  day  or  to  stabilize  the stock price at a daily  high:

16

48. Within  a few months,  Tim  P age took  additional   steps to  generate demand  for  his
and Trevor P age’s EnviroTechnologies’  shares that they ha d  ye t  to  s e ll.     Spe c if ic a lly ,   in  or about
April  and  May  2018,   Tim  P age  hired  a  boiler   room  to  generate  more  demand  for
EnviroTechnologies  stock held,  directly  or indirectly,  by him  and Trevor P age.
49. Tim  P a ge and Trevor P age knew, or were reckless in not knowing,  that the boiler
room operator  (hereinafter referred to as the “Boiler  Room Operator”) would  tout
EnviroTechnologies’  shares as a good  investment  opportunity  without  disclosing   that Tim  Page
had hired  the boiler  room,  and without  disclosing  that the persons who controlled  the company
inte nded  to  sell  the ir  shares to the unsuspecting  investors  solicited  by the boiler  room.
50. As the table  below reflects,  the  profits  from  Tim  P age  and  Trevor  P age’s  sales of
EnviroTechnologies  shares were distributed  to Ticino  and at least one other entity  controlled  by

17

Tim  and Trevor P age.  P erson A and  the  Boiler  Room  Operator also  received  some  of  those
proceeds.

51. Tim  and Trevor P age knew, or were reckless in not knowing,  that their  shares
were legally  required  to  be registered and,  therefore, were restricted from resale.  Tim  and Trevor
P age schemed to defraud the company’s  transfer agent and the market by concealing the ir
control  over  EnviroTechnologies  by  evading  their  disclosure   obligations  as affiliates  of the
company.
52. Tim  and Trevor P age’s  sale of their EnviroTechnologies’  stock between February
2017  and May 2018  yielded  combined  profits  of more than $4.5 million.
DEFENDANTS’ ENVIROTECHNOLOGIES REGISTRATION VIOLATIONS
53. Tim  Page and Trevor  P age’s EnviroTechnologies  stock sales involved  an
underwriter.  For example,  the Pages were underwriters because they were affiliates  who

18

acquired EnviroTechnologies  stock with  the intent  to distribute  it.  Further,  the foreign  brokers
and foreign  account operators who sold  stock on the Pages’ behalf also acted as underwriters
because  the  foreign  brokers  and  foreign  account  operators  were  selling   shares  for  affiliates  in
connection  with the distribution  of the securities  to the public.  Accordingly, the sales were
required  to be registered  or  otherwise  comply  with the conditions   set  forth  in  SEC  Rule  144
because Tim  and Trevor  Page were affiliates  of EnviroTechnologies.   Tim  and Trevor P age did
not sell EnviroTechnologies’  stock pursuant  to an effective registration   statement  and  no  valid
exemption   from  registration   existed.    Further,  Tim  and Trevor P age did  not  meet or comply  with
the safe harbor conditions  set forth in  SEC Rule 144,  which,  among  other  things,   provide  a
limitation  for the amount  of shares an affiliate  can legally  sell  in order to qualify  for the safe
harbor,  and therefore were  not  entitled  to  its  protections.
BIOHEMP SCHEME TO DEFRAUD
Company  Control
54. In early  2018,  Tim  and  Trevor  P age  took  control,  directly  or indirectly,  of
B ioHemp.   For example, Trevor  Page called P erson C    and asked him  to incorporate  a company
to hold  BioHemp’s  stock.  P erson C agreed and incorporated  FJ Investments.   FJ Investments
then purchased 18,000,000 restricted  shares of BioHemp  stock—the majority  of the company’s
outstanding  shares.  FJ Investments  received the shares without  FJ Investments or anyone else
providing  consideration  for those shares, and FJ Investments was holding the shares on  Tim
Page’s and Trevor P age’s behalf.
55. Shortly  thereafter, Tim  and Trevor  P age arranged via  defendant  FJ  Investments  to
ins ta ll   a   ne w   B ioHemp Chief Executive Officer (“P erson  D”).  P erson D was an associate of Tim

19

and Trevor  P age and,  like  P erson  C,   took  direction (through  BioHemp’s  largest  shareholder,  FJ
Investments),  from  Tim  and Trevor P age.  For example:
i. On  various  dates  in  2017  through  2020,   Tim  and  Trevor P age arranged to pay
P erson D, with  whom  the P ages were coordinating, more than $100,000.    (As
described  in  P aragraph  81,  below, P erson D a ls o  served as the chief executive
officer of Cyberfort.)
ii. In or about  June 2018, P erson D paid  a  vendor  for  BioHemp  with  a  credit  card
issued  in  Janan P age’s name.
iii. In or about  October 2018, P erson C and  P erson  D caused BioHemp  to execute a
1-for-1,000  reverse split  of its stock (1 share is exchanged for every 1,000  shares
outstanding),  which  had the effect of (a) dramatically  reducing  the company’s
existing  shareholders  (because  any  shareholder  holding   less  than  1,000  shares
would  receive a payout instead  of holding  a fraction of a share); and (b) reducing
the “f loa t”  (the company’s purportedly unrestricted  stock that was available  for
trading)  to  approximately   11,000   shares.  This was a first step toward enabling
Tim  and Trevor P age to control vir tua lly  the e ntir ety  of  the f loa t.
iv. In or about  March 2019, P erson D caused BioHemp  to issue 25,000,000
restricted shares to FJ Investments,  which  was a front  or “nominee”  company
controlled  by  Tim  and Trevor P age.  BioHemp  announced that the issuance was
“in  preparation  of a pending  acquisition  and investment  agreement.”  In
a c tua lity,  Tim  and Trevor P age arranged for BioHemp  to issue FJ Investments
25,000,000  shares to increase their  control  over  the  company.    Indeed,  as  of
March 2019  and as a result of BioHemp’s corporate actions,  Tim  and Trevor

20

P age  controlled   99.99%  of  BioHemp’s  outstanding  stock  through  FJ
Investments.
56. Between May and July  2019,  Tim  and Trevor P age, through defendants
Wellesley,  P orrima,  and  Emergent,  obtained  3,818,813   shares  of purportedly  unrestricted
B ioHemp  shares, which represented 99.7% of the float (in  light  of the prior  1-for-1,000  reverse
stock split).
57. Tim  and Trevor P age acquired  these 3,818,813  purportedly  unrestricted  shares via
their  nominees—Wellesley,  Porrima and Emergent—from  a single   payment  made  in  2016.
Specifically,  in  or about September 2016,  an entity  wired $42,000  to the trust account for the law
firm  representing  BioHemp.    In  exchange  for  this  payment,  BioHemp   issued  a  promissory   note
dated  September  19,  2016  to  the entity  (the promissory  note is referred to herein as the
“B ioHemp  P romissory  Note”).  Between March and July  2019,  in  separate transactions,
Wellesley,  Porrima  and Emergent, purportedly  each acquired their BioHemp  shares following
nearly identical  steps:
i. Fir st,  each of the  three defendants  purportedly purchased an interest in  the
B ioHemp  P romissory  Note.  The combined  interests totaled the full  face value of
the note.
ii. Second,  each of the three defendants  presented BioHemp  with a letter demanding
payment  on  their  acquired  interest  in  the  BioHemp  P romissory  Note.
iii. Thir d,  P erson D (or, in one instance, his successor chief executive officer) signed
a  board  resolution   settling   the  debt  by  authorizing   the  issuance of shares in lieu
of payment.

21

iv. Fourth,  in  each instance,  Trevor Page arranged for  P erson B to write opinion
letters attesting  that the transfer agent could issue share certificates without
restrictive  legends  for  the BioHemp  shares acquired  by  Wellesley,  Porrima and
Emergent.     Spe c if ic a lly,  Person B’s letters attested that these entities were not
a f f ilia te s  of BioHemp.   The opinion  letters were false and misleading in  that
We lle s le y,  P or r ima  and  Emergent  were  nominee  entities  for  Tim  and  Trevor
Page, who were affiliates  of BioHemp  by virtue  of (a) their control  over the
company’s  operations;  or  (b)  their  control  over  the  company’s  shares.
Ille gal Sale  of B ioHe mp Stock
58. After obtaining   the purportedly   unrestricted  shares in  the names of We lle s le y,
P orrima and Emergent,  Tim  and Trevor P age arranged to deposit  the stock with  offshore
brokerage  firms  and  directly  or  indirectly   sold  over  3  million   shares  of  BioHemp  stock  to  retail
investors.
59. To generate interest in their  shares, Tim  P age hired  the Boiler  Room  Operator  to
tout B ioH e mp  through  his  boiler  room.    For  example,  in  or  about  June  2019,   Tim  P age  caused
Emergent to pay the Boiler  Room  Operator approximately  $122,644  and, at or about the same
time, Tim Page caused Emergent to buy a watch costing approximately   $262,000   for the   B oile r
Room  Operator.
60. Tim  and Trevor P age knew,  or  were reckless in not knowing,  that the Boiler
Room Operator would   tout  BioHemp’s  shares as a good  investment  opportunity   without
disclosing   that   Tim  P age had hired  the B oile r   Room Operator, and without  disclosing  that the
control  persons of BioHemp intended  to sell  their  shares to the  unsuspecting   investors  solicited
by the Boiler  Room  Operator  and  his  team.

22

61. Tim  Page, Trevor Page, Wellesley,  Emergent,  and Porrima knew,  or  were reckless
in  not  knowing,   that  their  shares  were  legally   restricted  from  resale.    Tim  Page, Trevor Page,
Wellesley,  Emergent, and Porrima schemed to defraud the company’s  transfer agent and the
market by concealing   their  control  over  BioHe mp,  inc luding   by  operating  secretly  through  FJ
Investments,  in  order  to  conceal their status as affiliates  of  the  company.
62. Tim  P age and Trevor  P age received,  directly  or  indirectly,  approximately  $3.6
million   in  illegal  proceeds as a result  of fraudulently  se lling  B ioHemp  stock.
DEFENDANTS’ BIOHEMP REGISTRATION VIOLATIONS
63. Tim  Page, Trevor Page, Wellesley,  Emergent,  and Porrima’s BioHemp  stock sales
involved  an underwriter.    For  example,  the  Pages,  Emergent,  Wellesley  and  Porrima  were
underwriters  because they were affiliates who acquired BioHemp  stock with the intent  to
distribute   it.    Further,  the  foreign  brokers  and  foreign  account  operators  who  sold  stock  on  these
defendants’  behalf  also  acted  as  underwriters  because  the  foreign  brokers  and  foreign  account
operators  were  selling   shares  for  affiliates  in  connection   with  the  distribut ion   of  the  securities  to
the public.  Accordingly,  the sales were required  to be registered or otherwise compliant   with  the
conditions set  forth  in  SEC  Rule  144,  because  Tim  and  Trevor Page were affiliates  of  BioHemp.
Tim  Page, Trevor  Page, Wellesley,  Emergent,  and P orrima  did  not  sell  BioHemp’s  stock
pursuant  to  an  effective  registration   statement  and  no  valid   exemption   from  registration   existed.
Further, Tim Page, Trevor Page, Wellesley,  Emergent,  and Porrima did  not  comply   with  the  safe
harbor conditions  set forth in  SEC Rule 144.
DEFENDANTS’ BIOHEMP DISCLOSURE VIOLATIONS
64. B ioHemp  had a voting  class of equity  securities  registered under Section 12 of the
Exchange  Act.  In March 2019,  BioHemp   issued  25,000,000   shares  to  FJ  Investments,  which

23

held  those shares for Tim  and Trevor P age.  At that  point,   Tim  and  Trevor  P age  controlle d
approximately  99.9% of BioHemp’s  outstanding  stock through  FJ Investments.
65. Because of the P ages’ exclusive  control  over the shares acquired  by FJ
Investments,  the P ages had investment  power within  the meaning of Rule 13d-3(a)  over  these
B ioHemp  shares  and,  therefore,  had  “acquired”  beneficial   ownership  of  those  shares  within   the
meaning  of  Rule  13d-5(a).  Accordingly,  the Pages were required  to file  a statement of beneficial
ownership  within  ten days of acquiring  that beneficial  ownership.   The P ages, however, failed  to
file  any such statement.
66. Similarly,  FJ Investments  was required to file its own statement of beneficial
ownership  within  ten days of acquiring  that beneficial  ownership  because it was the beneficia l
owner  of  more  than  5%  of  BioHemp’s  stock.    FJ  Investments,  however,  failed  to  file  a  statement
of beneficial  ownership.
LINK SCHEME TO DEFRAUD
Control over Link
67. From  at  least  February  2016  through  February  2018,  Tim  and  Trevor  P age
controlled  Link  in a similar  way to EnviroTechnologies.   For example,  P erson A served as a
consultant of Link  as he did  for EnviroTechnologies  (arranging   for,  among  other  things,   the
is s ue r   to  f ile  paperwork with OTC Markets on Tim  P age and  Trevor  P age’s  behalf).
68.   Tim  and  Trevor P age also  controlled  Link’s  stock.  During  a conversation
surreptitiously   recorded  by  a witness who was cooperating w ith  an FB I   inve s tiga tio n  on or about
February  13,  2018,   Tim  P age  explained that:  (a) Link  had 285  million   outstanding  shares of
which  175  million   were restricted (meaning  there were approximately   110  million   shares that
were purportedly   unrestricted),  and (b)  only  “about  1.8  million   is  away  from  us,”  (meaning that

24

Tim  and Trevor P age controlled  approximately  108 million  of the approximately 110  million
purportedly unrestricted shares).
69. Tim  and Trevor P age knew, or were reckless in not knowing,  that they were
affiliates of Link  and that their stock was legally  restricted from resale.
Ille gal Sale  of Link Stock: 2016 and 2017
70. In or about  February 2016,  Tim  and Trevor P age arranged for the deposit  of
15,000,000   Link  shares  into  a  foreign  account  in the name of Norfolk   Heights  Ltd.  Tim  and
Trevor  P age  also  hired  the  Boiler  Room  Operator  to  promote  Link  shares  to  generate  demand
among  investors.  From  approximately   October  2016  through   April  2017,  through  Norfolk
Heights  Ltd.,  Tim  and Trevor P age sold  2.3 million  shares of Link,  generating  proceeds of at
le a s t  $1. 9  millio n.
71.   Of  the  $1.9  million   in  Link  proceeds,  Tim  and  Trevor  P age  caused  foreign
trading  accounts to transfer at least $762,500 to  personal  bank  accounts  held  in  the  name  of  Tim
P age and/or Janan P age, and $30,000   to  Ticino.
72. Tim  and Trevor P age also arranged for additional funds to be paid  to the   B oile r
Room  Operator from the Link  proceeds  generated  through  Norfolk  Heights  Ltd.’s accounts.
Spe c if ic a lly,  Norfolk  Heights  Ltd. wired  12  payments  to  bank  accounts  controlled   by  the  Boiler
Room Operator totaling  over $772,000  between October 2016  and February 2018.   Tim  P a ge and
Trevor  P age knew, or were reckless in not knowing,  that the Boiler  Room Operator and his  team
would  tout  Link’s  shares  as  a  good  investment  opportunity  without  disclosing  the fact that Tim
P age had hired  the Boiler  Room  Operator and that the control  persons of Link intended  to sell
the ir  shares to  unsuspecting  investors  solicited  by  the  Boiler  Room  Operator and his  team.

25

73. Tim  P age and Trevor  P age knew, or were reckless in not knowing,  that their
shares were legally  restricted from  resale.  Tim  P age and Trevor  P age schemed to defraud the
company’s  transfer agent and the market by concealing  their control  over  Link  in  order  to  avoid
detection as affiliates of the company.
Ille gal Sale  of Link Stock: 2018
74. Despite  selling  millions  of  Link  shares  in  2016  and  2017,  Tim  Page and Trevor
P age held additional  Link  shares that they sought  to sell in  2018.  During  a conversation
surreptitiously   recorded  by  a witness who was cooperating  with  an FB I   inve s tiga tio n  on or about
February  13,  2018,   Tim  P age  acknowledged  that  he  had  used  a  boiler   room  to  promote  Link   in
the past, but that the effect of the boiler  room was waning.   During  that same recorded
conversation,  Tim  P age and the witness  discussed  that  they  could  arrange for the witness to use a
network  of  brokers  to  buy  Link  stock  on  behalf  of  unsuspecting   brokerage  customers  in
exchange for a 20 to 25% kickback.
75. On or about February 15,  2018,  during  a surreptitiously  recorded call  between a
witness who was cooperating   with  an FB I   inve s tiga tio n  and Tim  Page and Trevor  P age, Tim
P age  explained  that  Trevor  P age  would  coordinate  their  trading  with  a  Swiss-based  broker.
76. On  or  about  February  15  and  February  16,  2018,  Tim  P age and Trevor P age
coordinated  cross trades w ith  a witness who  was  cooperating  with  an FBI investigation.
77. On or about February 23,  2018, during a surreptitiously  recorded call  by a witness
who  was  cooperating  with  an FBI investigation and Tim  Page, Tim  Page reminisced  about
having  engaged in  the coordinated  cross trades on February 15 and 16,  2018  and explained  that
he intended  to pay the kickback  from  his  personal  account.

26

78. On or about February 27,  2018  and  March  1,  2018,  Tim  and  Trevor  Page
coordinated  additional  cross trades with a witness who  was  cooperating  with  an FBI
investigation.
79. During  the same February 23, 2018  recorded conversation,  Tim  P age explained
that he and Trevor P age had been placing  trades to support  the price of Link at $.11 per share
until  the witness could  arrange more purchases.  Tim Page and Trevor Page placed these trades
to  a r tif ic ia lly  raise the price per share of Link’s  stock for the purpose of inducing  the purchase or
sale of Link  stock by others.   Spe c if ic a lly ,   Tim Page and Trevor P age manipulated  the price per
share  of  Link  to  defraud  market  participants   into  believing   that  the  value  of  Link  stock  was  $.11
per share.
CYBERFORT SCHEME TO DEFRAUD
80. As  they  had  done  when  selling   shares  of  EnviroTechnologies,   BioHemp,  and
Link,  Tim  and Trevor  P age fraudulently  sold shares of Cyberfort.  Tim  and Trevor P age: (a) had
the power to control  Cyberfort;  (b)  hired  the  Boiler  Room  Operator to  tout  Cyberfort’s  stock;  and
(c ) sold  more than a million  of  shares  of  Cyberfort  stock  through  foreign  accounts  in  order  to
conceal  their  control.
81. Tim  Page and  Trevor  P age  controlled   Cyberfort  through  P erson D.  On various
dates  in  2017  through  2020,   Tim  and  Trevor P age arranged to pay P erson D, with  whom the
P ages were coordinating  in  both  Cyberfort  and B ioHemp,  more than $100,000.
82. Starting  in  early  2018,  Tim  Page and Trevor P age retained the  Boiler  Room
Operator,  whom  they  had engaged to  push the stock of EnviroTe c hnolo g ie s ,   B ioHemp,  and Link.
Tim  P age and Trevor  P age knew,  or were reckless  in  not  knowing,   that  the Boiler  Room
Operator and his  team would  tout  Cyberfort’s  shares  as  a  good  investment   opportunity   without

27

disclosing  that Tim P age had hired  the B oile r   Room  Operator and that the persons  in  control  of
Cyberfort  intended  to  sell  the ir  shares to the unsuspecting  investors solic ite d   by  the   B oile r    Room
Operator.
83. In or about  June 2018,  Tim and Trevor  P age  used  their  nominee,   Ticino,   to
deposit  1,250,000 shares of Cyberfort into  a foreign  brokerage account.
84. Between approximately  June 19, 2018  and  September  10,  2018,  Tim  Page and
Trevor  P age,  though  Ticino,  sold  their   1,250,000   shares  while  the  boiler  room  they  had  hired
aggressively  touted the company’s stock to retail  investors,  including  elderly  investors.
Similarly,  in  October 2018,  the P ages deposited  into  a foreign  brokerage account the additional
1,250,000  shares of Cyberfort they had obtained  through  Emergent in  September 2018.   They
then  directed  the sale of about 20,000  of these shares into  the United  States securities  markets in
November and December 2018.  In total,  the P ages sold at least 1.27 million  shares of Cyberfort
for  illegal   proceeds  of  at  least  $1.9  million.
85. Tim  P age and Trevor  P age knew,  or were reckless in not knowing,  that the Boiler
Room Operator would  tout Cyberfort  shares  as  a  good  investment  opportunity   without  disclosing
that Tim  P age had hired  the boiler  room,  and without  disclosing  that the persons who controlled
the company intended  to sell their shares to the unsuspecting  investors  solicited  by the boiler
room.
86. Tim  P age, Trevor P age, and Ticino knew, or were reckless in  not knowing,  that
their  shares were legally  restricted from  resale.  Tim  P age,  Trevor  P age,  and  Ticino  schemed to
defraud the company’s transfer agent and the market by concealing  their  control  over Cyberfort
in  order  to  conceal their status as affiliates  of  the company.

28

MONETARY TRANSFERS TO JANAN PAGE
87. Janan Page received  investor  funds  derived  from  the  unlawful  acts, practices and
scheme of Tim  P age and Trevor  P age, as described  in  this  Complaint.  For  example,  during
October and November  2016,  Tim  P age caused a foreign  account to transfer approximately
$410,000  to a bank account at least partially  controlled  by Janan P age (this  $410,000  was part of
the approximately  $762,000  that Tim P age arranged to be transferred from foreign  brokerage
accounts to accounts held in  his name and/or Janan P age’s name).  Janan P age did  not provide
consideration  for these proceeds.

FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations  of Se ctions  17(a)(1) and (3) of the  Se curitie s  Act)
(All De fe ndants)

88. P aragraphs 1  through 87 above are re-alleged  and  incorporated  by  reference a s  if
fully  set forth  herein.
89. By reason of the conduct  described  above,  the Defendants, in  the offer or sale of
securities,  by the use of the means or instrumentalities  of interstate commerce or of the mails,
directly  or indirectly,  acting with  the requisite  degree of knowledge  or state of mind  (i)  employed
devices, schemes, or artifices to defraud; and (ii)  engaged in transactions,  practices, or courses of
business  which  operated  or  would  operate  as  a  fraud  or  deceit  upon  any  persons,  including
purchasers or sellers of the securities.
90. By reason of the conduct  described above, the Defendants violated  Securities  Act
Sections  17(a)(1) and (3) [15  U.S.C. §77q(a)(1) and (3)].
SECOND CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations  of Se ction 10(b) of the  Exchange  Act and Rules  10b-5 (a) and (c) the re unde r)
(All De fe ndants)

29

91. P aragraphs 1  through 87 above are re-alleged  and  incorporated  by  reference a s  if
fully  set forth  herein.
92. By reason of the conduct  described  above,  the Defendants, directly  or indirectly,
in connection  with the purchase or sale of securities,  by the use of the means or instrumentalit ie s
of interstate commerce or of the mails,  or of any facility  of any national  securities exchange,
intentionally, knowingly   or  recklessly,   (i)  employed   devices,  schemes, or artifices to defraud;
and (ii)  engaged in  acts, practices, or courses of business  which operated or would  operate as a
fraud or deceit upon  any persons,  including  purchasers or sellers of the securities.
93. By reason of the conduct  described above, the Defendants violated  Exchange  Act
Section  10(b)  [15  U.S.C.  §78j(b)]  and Rules  10b-5 (a)  and (c) [17  C.F.R. §240.10b-5(a)  and (c)]
thereunder.
THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations  of Se ctions  5(a) and 5(c) of the  Se curitie s  Act)
(Timothy  Page , Tre vor Page , We lle sley, Porrima, and  Eme rge nt)

94. P aragraphs 1  through 87 above are re-alleged  and  incorporated  by  reference as if
fully  set forth  herein.
95. By reason of the conduct  described above, Timothy  P age, Trevor  P age,
Wellesley,  Porrima, and Emergent,  dir e c tly  or   indir e c tly :     ( a ) made use of the means or
instruments  of transportation  or communication  in  interstate commerce or of the mails  to sell,
through  the use or medium  of a prospectus or otherwise,  securities as to which no r e gis tr a tion
statement has been in effect and for which no exemption  from registration  has been available;
and/or (b) made use of the means or instruments  of transportation  or communication  in  interstate
commerce  or  of  the  mails  to  offer  to  sell,  through  the  use  or  medium  of  a  prospectus  or
otherwise,  securities,  including,  but  not  limite d  to, the securities  of EnviroTechnologies  and

30

B ioHemp,  as to which  no registration  statement has been filed  and for which no exemption  from
registration  has been available.
96. As a result,  Timothy  P age, Trevor P age, Wellesley,  P orrima,  and Emergent
violated Securities  Act  Sections  5(a) and (c) [15 U.S.C. §§77e(a) and (c)].
FOURTH CLAIM FOR RELIEF
MARKET MANIPULATION
 (Violations  of Se ction 9(a)(2) of the  Exchange  Act)
(Timothy  Page  and Tre vor Page )

97. P aragraphs 1  through 87 above are re-alleged  and  incorporated  by  reference as if
fully  set forth  herein.
98. Section  9(a)(2) of the Exchange Act [15 U.S.C. §78i(a)(1)-(2)]  makes it  unla w f ul
for any person, directly  or indirectly,  by the use of the mails  or any means or instrumentalit y  of
interstate commerce, or of any facility  of any national  securities exchange, to effect a series of
transactions in a security creating actual or apparent active trading  in  such security,  or raising  or
depressing  the price of such security,  for the purpose  of inducing  the purchase or sale of such
security  by  others.
99. By  engaging   in  the  conduct  described  above,  Timothy   P age  and  Trevor  P age
violated  Section  9(a)(2) of the Exchange Act [15 U.S.C. §78i(a)(2)].
FIFTH CLAIM FOR RELIEF
FAILURE TO REPORT OVER 5% BENEFICIAL OWNERSHIP
(Violation  of Se ction 13(d)(1) and Rule  13d-1)
(Timothy  Page, Trevor Page, and FJ Investments)

100. P aragraphs 1  through 87 above are re-alleged  and  incorporated  by  reference as if
fully  set forth  herein.
101. During  the period  subject  to this Complaint ,  the stock of B ioHemp  was a security
under Section  3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].

31

102. During  the  period  described  in  this  Complaint,  B ioHemp  had  equity  securities  that
were  registered  pursuant  to  Section  12  of  the  Exchange  Act  [15  U.S.C.  §78l].
103. By reason of the conduct  described in this  Complaint, defendants Timothy  P age,
Trevor  P age,  and  FJ  Investments,  after acquiring  directly  or  indirectly  beneficial  ownership  of
more than 5 percent of a class of BioHemp  equity securities,  failed to file statements with the
Commission  containing  the information  required  by Schedule  13D [17 C.F.R. §240.13d-101]
within  ten days after they acquired  such shares.
104. As a result, Timothy  P age, Trevor P age, and FJ Investments  violated   and,  unless
enjoined,  will  continue  to violate  Section 13(d)(1)  of the Exchange Act [15 U.S.C. §78m(d)(1)]
and Rule 13d-1  thereunder  [17  C.F.R. §240.13d-1].
SIXTH  CLAIM FOR RELIEF
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND
CONSTRUCTIVE TRUST
(Janan  Page )

105. P aragraphs 1 through 87 above are re-alleged  and  incorporated  by  reference as if
fully  set forth  herein.
106. Section  21(d)(5)  of  the  Exchange  Act  [15  U.S.C. §78u(d)(5)]  states “[i]n  any
action  or  proceeding  brought  or  instituted   by  the  Commission   under  any  provision   of  the
securities laws, the Commission  may seek, and any Federal court may grant,  any equitable  relief
that may be appropriate  or necessary for the benefit  of investors.”
107. The  Relief  Defendant  has  received  investor  funds  derived  from  the  unlawful   acts,
practices and scheme of the Defendants under circumstances dictating  that, in  equity  and good
conscience, she should  not be allowed  to retain such funds.
108. As a result,  the Relief Defendant is liable  for unjust  enrichment  and should  be
required  to return her ill-gotten  gains,  in an amount  to be determined  by the Court.  The Court

32

should   also  impose  a  constructive  trust  on  property  in  the  possession  of the Relief Defendant that
is traceable to the Defendants’ wrongful  acts.
PRAYER FOR RELIEF
WHEREFORE,  the  Commission   respectfully  requests  that  this  Court:
A. Permanently  restrain defendants  Timothy   and  Trevor  P age, the ir  agents,  servants,
employees  and attorneys,  and those persons in  active concert or participation  with them  who
receive  actual  notice  of  the  injunction   by  personal  service  or  otherwise,  and  each  of  them,  from
violating   Sections  5(a), 5(c), 17(a)(1),  and 17(a)(3)  of the Securities  Act [15 U.S.C. §§77e(a),
(c); 77q(1)  and  (3)],   and Sections  9(a)(2),  10(b)  and 13(d)  of the Exchange Act [15 U.S.C.
§§78j(b),  78i(a),  78m(d)(1)],  and Rules  10b-5(a)  and  (c) and  13d-1  thereunder  [17  C.F.R.
§240.10b-5;  §240.13d-1].
B.    Permanently  restrain defendants Wellesley,  P orrima  and Emergent,  the ir  officers,
agents,  servants,  employees  and  attorneys,  and  those  persons  in  active  concert  or  participation
w ith  them  who receive actual notice  of the injunction  by personal  service or otherwise,  and each
of them,  from violating Sections  5(a),  5(c),  17(a)(1),  and  17(a)(3)  of the Securities  Act
[15 U.S.C. §§77e(a), (c); 77q(1)  and (3)],  and  Section  10(b)  of the Exchange Act [15 U.S.C.
§§78j(b)],  and  Rules 10b-5(a)  and (c) thereunder [17 C.F.R. §240.10b-5].
C. P ermanently  restrain defendant Ticino,  its  officers, agents,  servants,  employees
and attorneys,  and those persons in  active concert or participation  with it    who receive actual
notice of the injunction  by personal  service or otherwise,  and each of them, from violating
Sections 17(a)(1),  and  17(a)(3)  of the Securities  Act [15 U.S.C.  §77q(1)  and  (3)], and Section
10(b)  of the Exchange Act [15 U.S.C. §78j(b)],  and Rules  10b-5(a)  and  (c)  thereunder  [17  C.F.R.
§240.10b-5].

33

D. Permanently  restrain defendant FJ Investments,  its    officers, agents,  servants,
employees  and attorneys,  and those persons in  active concert or participation  with it  who receive
actual  notice  of  the  injunction   by  personal  service  or  otherwise,  and  each  of  them,  from  violating
Sections 17(a)(1),  and  17(a)(3)  of the Securities  Act [15 U.S.C.  §77q(1)  and  (3)], and Sections
10(b)  and  13(d)  of the Exchange Act [15 U.S.C. §§78j(b),  78m(d)(1)],  and Rules  10b-5(a)  and
(c) and  13d-1  thereunder [17 C.F.R. §240.10b-5;  §240.13d-1].
E. Order the Defendants and Relief  Defendant to disgorge,  with  prejudgment
inte r e s t,  a ll  ill-gotten  gains  obtained  by reason of the unlawful  conduct alleged  in  this  Complaint,
pursuant  to  Section  21(d)(7)  of  the  Exchange  Act  [15  U.S.C. §78u(d)(7)].
F. Order the Defendants to  pay  civil   monetary  penalties   pursuant  to  Section  20(d)  of
the  Securities  Act  [15  U.S.C.  §77t(d)]  and  Section  21(d)(3)  of the Exchange Act [15 U.S.C.
§78u(d)(3)];
G. Enter an order barring Trevor P age from  participating   in  any  offering  of  a  penny
stock, pursuant  to Section  20(g) of the Securities  Act [15 U.S.C. §77t(g)] and/or Section 21(d)  of
the Exchange  Act [15  U.S.C. §78u(d)];
H. Enter an order enjoining  Timothy  P age and Trevor P age from directly  or
indirectly,   including,   but  not  limited  to, through  an  entity  owned  or  controlled  by  Timothy  P age
or Trevor P age, participating  in the issuance, purchase, offer or sale of any security;  provided,
however,  that  such  injunction   shall  not  prevent  Timothy   P age  or  Trevor  P age  from  purchasing  or
selling   securities  listed  on  a  national   securities  exchange  for  their  own  personal  accounts.
I.  Retain  jurisdiction   over  this  action  to  implement   and  carry  out  the  terms  of  all
orders and decrees that may be entered; and
J. Gra nt  such other and further relief as this  Court may deem just  and proper.

34

JURY DEMAND
The  Commission   demands  a  jury  in  this  matter for all  claims  so triable.

DATED:    September 23, 2021

      Respectfully  submitted,
                                           /s /  Alic ia   Reed  _____________________
      Alicia  Reed
Amy  Gwiazda*
Eric  Forni*
Kathleen  Shields*

Attorneys  for  the   P la intif f
SECURITIES AND EXCHANGE COMMISSION
Boston  Regional   Office
33  Arch  St.,  24
th
  Floor
Boston,  MA 02110

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

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
   Plaintiff, 
 v. 
 
TIMOTHY PAGE, TREVOR PAGE, 
TICINO CAPITAL LIMITED, 
WELLESLEY HOLDINGS LIMITED, 
PORRIMA LIMITED, EMERGENT 
INVESTMENT COMPANY, and FJ 
INVESTMENTS INTERNATIONAL 
INC., 
 
   Defendants. 
 
JANAN PAGE, 
 
                           Relief Defendant. 
 

 
 
        Civil Action No. 21-CV-______ 
 

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

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

following against defendants Timothy Page, Trevor Page, Ticino Capital Limited (“Ticino”), 

Wellesley Holdings Limited (“Wellesley”), Porrima Limited (“Porrima”), Emergent Investment 

Company (“Emergent”); and FJ Investments International Inc. (“FJ Investments”) (and 

collectively, the “Defendants”) and relief defendant Janan Page:  

SUMMARY  

1. This is a securities fraud enforcement action.  Starting no later than 2016 and 

continuing through at least July 2019, the Defendants schemed fraudulently to sell the stock of 

various publicly traded companies, including the stock of Link Reservations, Inc. (“Link”), 

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EnviroTechnologies International, Inc. (“EnviroTechnologies”), Cyberfort Software Inc. 

(“Cyberfort”), and BioHemp International, Inc. (“BioHemp”), to investors in the public United 

States securities markets.  Timothy and Trevor Page used nominees—including defendants 

Ticino, Wellesley, Porrima, Emergent, and FJ Investments—to disguise their holdings of 

substantial interests in publicly traded companies.  Timothy Page and Trevor Page also engaged 

boiler rooms (i.e., call center operations designed to lure investors to purchase stock, often using 

high-pressure sales tactics) to generate artificial demand for their stock by making false and 

misleading statements to investors. 

2. Further, when market demand for their unsold shares dried up towards the end of 

the various boiler room promotional campaigns that they funded, Timothy and Trevor Page 

agreed to pay kickbacks to an individual who they believed was a corrupt broker.  The Pages 

believed the broker would buy the Pages’ worthless shares in unsuspecting brokerage customers’ 

accounts (hereinafter referred to as “cross trades”).  Unbeknownst to the Pages, they coordinated 

these cross trades with an individual who was cooperating with a Federal Bureau of Investigation 

(“FBI”) investigation, and the Pages paid these cross trade kickbacks to an entity controlled by 

the FBI.       

VIOLATIONS 

3. As a result of the conduct alleged herein, Timothy Page, Trevor Page, Wellesley, 

Emergent, and Porrima violated, and unless restrained and enjoined will continue to violate, 

Sections 5(a), 5(c), 17(a)(1), and 17(a)(3) of the Securities Act of 1933 (“Securities Act”), and 

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

(c) thereunder; Ticino and FJ Investments violated Sections 17(a)(1) and (3) of the Securities Act 

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

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Trevor Page violated Section 9(a)(2) of the Exchange Act; and Timothy Page, Trevor Page and 

FJ Investments also violated Section 13(d) of the Exchange Act and Rule 13d-1 thereunder.  

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

them 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 under Section 21(d)(7) of the Exchange Act [15 

U.S.C. §78u(d)(7)], civil 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)]; an order barring 

Trevor Page from participating in any offering of a penny stock, pursuant to Section 20(g) of the 

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

§78u(d)]; orders enjoining Timothy Page and Trevor Page from directly or indirectly, including, 

but not limited to, through an entity owned or controlled by Timothy Page or Trevor Page, 

participating in the issuance, purchase, offer or sale of any security, provided, however, that such 

injunction shall not prevent Timothy Page or Trevor Page from purchasing or selling securities 

listed on a national securities exchange for their own personal accounts; and such other relief as 

the Court may deem appropriate. 

JURISDICTION AND VENUE 

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

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

U.S.C. §§78u(d), 78u(e), and 78aa]. 

6. Venue lies in this District 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, 

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4 
 

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

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

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

example, during the period described in this Complaint, individuals who reside in the Eastern 

District of New York purchased the stock of EnviroTechnologies and Cyberfort.  

DEFENDANTS 

7. Timothy (“Tim”) Page, 71, is a citizen of the United Kingdom (“U.K.”) and, at 

various times, resided in the U.K., Switzerland and Fiji.  Tim Page was charged by the 

Commission in two actions filed in 2007 and 2009 for violating Sections 5(a) and 5(c) of the 

Securities Act in connection with several stock offerings, as well as a violation of Section 

15(a)(1) of the Exchange Act in the 2009 matter.  SEC v. Phillip W. Offill, Jr., et al. (Case No. 

07-cv-01643 (N.D. Tex.)); SEC v. Connectajet.com, Inc., et al. (Case No. 09-cv-01742 (N.D. 

Tex.)). 

8. Trevor Page, 35, is a U.K. resident and is Tim Page’s son.  

9. Ticino Capital Limited is a Maltese corporation formed in June 2014, owned on 

paper by a Swiss attorney.  Tim and Trevor Page used brokerage accounts held in Ticino 

Capital’s name illegally to sell shares of stock and used bank accounts held in Ticino Capital’s 

name to compensate boiler room operators to promote stocks they were selling and for other 

purposes.   

10. Wellesley Holdings Limited is a Hungarian corporation formed in May 2018, 

owned on paper by a Swiss citizen.  Tim and Trevor Page used a brokerage account in the name 

of Wellesley illegally to sell shares of at least one company (BioHemp International, Inc. 

(“BioHemp”)) and used a bank account in the name of Wellesley secretly to provide financing to 

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BioHemp’s operations. 

11. Porrima Limited is a Hungarian corporation formed in February 2018, owned on 

paper by a Hungarian lawyer based in Budapest.  Tim and Trevor Page used a brokerage account 

in the name of Porrima Limited illegally to sell shares of at least BioHemp. 

12. Emergent Investment Company is a Hungarian corporation formed in February 

2018, owned on paper by a citizen of the Philippines, where Tim Page owns property.  Tim and 

Trevor Page used a brokerage account in the name of Emergent illegally to sell shares of 

BioHemp, and Tim Page was an authorized signer on Emergent’s Hungarian bank account.  

13. FJ Investments International Inc. is a Utah corporation formed in early 2018 and 

controlled by a Utah resident.  The Utah resident incorporated FJ Investments to acquire and 

hold the controlling block of shares of BioHemp as a nominee for Tim Page. 

RELIEF DEFENDANT 

14. Janan Page, 63, is a resident of the U.K., Switzerland and Fiji.  She is the wife of 

Tim Page.  Illicit proceeds of Tim and Trevor Page’s fraud were directed to bank and brokerage 

accounts held in Janan Page’s name.  Brokerage accounts held in Janan Page’s name were also 

used to conduct manipulative trades in securities that Tim and Trevor Page were selling. 

RELATED PARTIES 

15. EnviroTechnologies represents in public filings that it is an organic products 

company.  EnviroTechnologies (Ticker: ETII) trades on the OTC Markets (defined in Paragraph 

25, below).  EnviroTechnologies was incorporated in Delaware in 1996 under the name HIS of 

Virginia, Inc., and is currently headquartered in Pleasant Grove, Utah. 

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16. Cyberfort is a Nevada corporation, currently headquartered in San Francisco, 

California.  Cyberfort represents in public filings that it is focused on providing software security 

technology.  Cyberfort’s common stock (Ticker: CYBF) is quoted on the OTC Markets.   

17. BioHemp is a Nevada corporation that purportedly has a principal place of 

business in New York, New York.  BioHemp was originally incorporated in Nevada in August 

2012 as Book It Local Inc., and in August 2013, Book It Local filed a Form 8-A12G to register a 

class of its securities under the Exchange Act.  Since that time, the company has had a reporting 

obligation under Section 15(d) of the Exchange Act.  During the time period at issue in this 

Complaint, BioHemp stock (Ticker: BKIT) was quoted on the OTC Markets.  The Commission 

suspended trading in BioHemp stock (Ticker: BKIT) for 10 days effective July 26, 2019 and in 

May 2021, commenced a proceeding to determine whether the registration of its shares should be 

revoked.  

18. Link is a Nevada corporation headquartered in Herefordshire, U.K.  Link was 

originally incorporated in December 2006 as Wishart Enterprises, Ltd.  In June 2010, Wishart 

changed its name to Vendum Batteries, Inc.  In May 2015, Vendum Batteries changed its name 

to Link.  Link’s common stock is quoted on OTC Markets under the symbol LRSV.   

BACKGROUND 

19. Persons who control companies which have stock that is sold to the public 

(“control persons”) are subject to a variety of legal and regulatory requirements. Such 

registration requirements, sale restrictions, and disclosure obligations are safeguards designed to 

inform investors about the nature of the stock they are holding or considering buying, and from 

whom they would be buying that stock.   

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20. Before selling stock, control persons are required to: (a) register the stock sales 

with the Commission pursuant to Section 5 of the Securities Act [15 U.S.C. § 77e]; (b) sell the 

stock pursuant to an applicable exemption from registration; or (c) sell the stock pursuant to 

conditions set forth in SEC Rule 144 [17 C.F.R. § 240.144], including limitations on the amount 

of stock a control person can legally sell.  Also, investors in certain public companies are 

required publicly to disclose any ownership interest in excess of 5% of the company’s publicly 

traded stock.   

21.  “Restricted stock” includes stock of a company whose shares are traded publicly 

(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.  In addition, 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 

securities 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 operations, risk factors, and management.  It also 

includes disclosure of any person or group who is the beneficial owner of more than 5% of the 

company’s securities.   

22. 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 in question.  Affiliates include officers, directors and controlling shareholders, as 

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

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

issuer.   

23. “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, however, 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.  Thus, 

when a control person buys publicly-traded or otherwise unrestricted shares in a company s/he 

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

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

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

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

24. A “transfer agent” is a company that, among other things, issues and cancels 

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 shares are restricted from resale. 

25. Over-the-Counter (“OTC”) Markets, Inc. is a stock quotation service that 

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

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

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

(such as quarterly and annual statements) on the OTC Markets website for investors to review 

and consider when making investment decisions.   

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

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

27.  “Pump-and-dump” schemes typically involve company shareholders touting, or 

“pumping,” (or paying others to tout or “pump”) a company’s stock through false and misleading 

statements or through manipulative trading, for the purpose of creating market demand into 

which those same shareholders sell, or “dump,” their shares. 

FACTUAL ALLEGATIONS 

ENVIROTECHNOLOGIES SCHEME TO DEFRAUD 

28. From 2016 through 2018, Tim and Trevor Page coordinated with at least two 

other individuals to engineer a pump-and-dump scheme by concealing their control over 

EnviroTechnologies.  By hiding their control, Tim and Trevor Page sold their 

EnviroTechnologies’ stock without registering the sales or complying with legally mandated sale 

limitations, while concealing from prospective purchasers that EnviroTechnologies’ stock was 

being sold, in bulk, by the people who controlled the company.   

29. In furtherance of their scheme fraudulently to sell EnviroTechnologies’ stock, 

Tim and Trevor Page, directly or indirectly, secretly controlled EnviroTechnologies by: (a) 

providing significant funding to the company; (b) engaging an officer of EnviroTechnologies’ 

board to be their company insider; and (c) controlling a significant percentage of the company’s 

stock.   

Funding and Board Control 

30. Starting no later than July 2016, Tim and Trevor Page began working closely with 

an individual (identified herein as Person A) to ensure that EnviroTechnologies stock could be 

quoted for trading on OTC Markets.  During a conversation surreptitiously recorded between a 

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witness who was cooperating with an FBI investigation and Tim Page on or about February 13, 

2018, Tim Page referred to Person A as his “partner” on the EnviroTechnologies deal.   

31. Person A was an EnviroTechnologies paid consultant.  Person A prepared and 

filed EnviroTechnologies’ financial statements.  Person A also arranged for payment of 

EnviroTechnologies’ semi-annual fees to OTC Markets by using a credit card that had been 

issued to Janan Page.  These filings enabled EnviroTechnologies to be listed for trading by OTC 

Markets, which subsequently enabled Tim and Trevor Page to sell their shares to other investors. 

32. Tim Page was a significant source of funding for EnviroTechnologies between 

March 2017 and May 2019.  Tim Page, however, arranged to obfuscate the fact that he was the 

source of that funding to avoid the appearance that he directly or indirectly controlled 

EnviroTechnologies.  For example, Tim Page arranged to fund EnviroTechnologies’ operations 

by transferring funds from several accounts he controlled, including accounts held in the name of 

Ticino and Emergent, to accounts controlled by an officer of EnviroTechnologies (identified 

herein as Person C), who in turn transferred the funds to EnviroTechnologies.  Examples of 

transfers follow: 

i. On or about March 7, 2017, Tim Page paid $16,961.65 from his personal bank 

account to a company controlled by Person C (“Person C’s Company”).  On 

March 8, 2017, Person C’s Company wired $15,000 to 

EnviroTechnologies.  Following this wire transfer, the remaining balance in 

Person C’s Company’s account was less than $3,600. 

ii. On or about March 21, 2017, Ticino paid $49,980 to Person C’s Company.  On 

the same day, Person C’s Company wired $49,950 to 

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EnviroTechnologies.  Following this wire transfer, the remaining balance in 

Person C’s Company’s account was less than $900. 

iii. On or about October 16, 2018, Emergent paid $14,966 to Person C’s 

Company.  On October 17, 2018, Person C’s Company wired $14,960 to 

EnviroTechnologies.  Following this wire transfer, the remaining balance in 

Person C’s Company’s account was less than $400. 

33. Tim Page knew, or was reckless in not knowing, that Person C’s Company was a 

dormant LLC that Person C used to funnel money to EnviroTechnologies.  Person C and Tim 

Page executed promissory notes between Person C’s Company and Tim Page (or Tim Page’s 

companies) to make it seem as if the transfers resulted from a loan arrangement when, in 

actuality, they did not. 

Stock Control 

34. Tim and Trevor Page, working with Person A, directly or indirectly controlled 

almost all of EnviroTechnologies’ purportedly unrestricted stock.  For example, in September 

2016, three foreign entities controlled by Tim and Trevor Page, including defendant Ticino, 

acquired a class of stock that could be converted into commonly traded stock (i.e., a type of stock 

that can typically be traded in the public securities markets if it is unrestricted).  These three 

entities all exercised their conversion rights in October 2016, making them the owners of a total 

of 30,000,000 common shares of EnviroTechnologies.   

35. Shortly thereafter, Person A facilitated the assignment of a convertible promissory 

note to two other foreign entities controlled by Tim and Trevor Page, which Tim and Trevor 

Page arranged to have converted into a total of 20,000,000 additional common shares of 

EnviroTechnologies in 2017.   

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36. Having consolidated control of 50,000,000 common shares of 

EnviroTechnologies stock, Tim and Trevor Page arranged to have the stock certificates issued 

without restrictive legends on the basis of false and misleading opinion letters authored by 

EnviroTechnologies’ securities counsel (hereinafter referred to as “Person B”).   

37. Trevor Page coordinated with Person B to author the false and misleading opinion 

letters.  For example, on or about October 3, 2016, Trevor Page emailed Person B and requested 

opinion letters for three offshore nominees that were holding his (and Tim Page’s) stock.  

Opinion letters are intended to be provided to transfer agents to authorize the transfer agents to 

issue stock without a restricted legend (which would prevent the shares from being deposited 

with a broker dealer and sold to investors in the public market). 

38. On or about October 3, 2016, Trevor Page used his credit card to pay $900 to 

Person B for the three opinion letters. 

39. The opinion letters were false and misleading because, among other things, 

Person B represented to the company’s transfer agent that the Pages’ entities were not affiliates 

of EnviroTechnologies.  In actuality, the entities were nominees that were used to conceal the 

Pages’ identities, and Tim and Trevor Page were affiliates of EnviroTechnologies by virtue of 

their control over the company’s operations and its stock.   

40. The table below illustrates the stock transfers to the Pages’ entities, as described 

in Paragraphs 34 through 36, above.  As shown in this chart, Red Crane Ltd., Car Rus 

Consulting, Norfolk Heights Ltd., and Company A were controlled by, or held stock on behalf of 

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and at the direction of, Tim and Trevor Page. 

 

Illegal Sales of EnviroTechnologies Stock  

41. Red Crane Ltd. then transferred its shares to a foreign entity that purported to be 

an asset manager, but really just served as part of a trading platform to dump penny stocks for 

various control groups.  Norfolk Heights Ltd. was another nominee that was also part of the same 

trading platform.1  Between approximately February 2017 and May 2018, Tim and Trevor Page 

and others with whom they were coordinating arranged for the foreign asset manager/trading 

platform to dump their EnviroTechnologies stock.  The sales occurred in two waves: February 

through June 2017, and February through May 2018.   

                                                             
1 The Commission charged, and obtained judgments against, Norfolk Heights Ltd. and Fountain Drive Ltd. (see 
paragraph 50 herein) in a separate case for their role as part of an illicit trading platform.  See SEC v. Bajic, et al., 
No. 20-cv-0007 (S.D.N.Y., filed Jan. 2, 2020). 

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42. During the time period February through June 2017, Tim and Trevor Page sold, 

directly or indirectly, approximately 3.9 million shares of EnviroTechnologies stock for proceeds 

of approximately $3.7 million.   

43. On 46 of the 101 available trading days between February 7, 2017 and June 16, 

2017, Tim and Trevor Page’s stock sales accounted for more than 50% of the total market 

volume for EnviroTechnologies.  As the chart below reflects, between February and June 2017, 

this trading on behalf of Tim and Trevor Page effectively increased the price of the stock from 

$0.60 per share to a high of $1.93 per share on April 7, 2017, at which point the notional market 

capitalization of EnviroTechnologies was at least $390 million. 

  

44. By February 2018, the volume of trading in EnviroTechnologies stock had 

decreased, which negatively affected Tim and Trevor Pages’ ability to sell their remaining 

EnviroTechnologies’ shares profitably.  To address this issue, Tim and Trevor Page manipulated 

the market for EnviroTechnologies’ stock by creating the false appearance of active trading in 

EnviroTechnologies’ shares. 

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45. In particular, during a conversation surreptitiously recorded between a witness 

who was cooperating with an FBI investigation and Tim Page on or about February 13, 2018, 

Tim Page complained that he was not able to sell as much stock as he wanted to because of the 

low volume.  Tim Page further explained: “we are maintaining the price, and it’s costing us 

money, and it’s very frustrating because I can’t capture . . . so it’s costing me money just trying 

to maintain that so I’m getting very frustrated.”  Tim Page was describing his efforts to maintain 

an artificially high stock price by entering small and manipulative buy orders—which had the 

effect of creating an artificial appearance of market demand— aimed at enabling Tim Page and 

Trevor Page to sell their remaining EnviroTechnologies shares at an artificially high price.   

46. As Tim Page described during the February 13, 2018 recorded conversation, Tim 

Page had arranged for brokerage accounts held in Janan Page’s name to place many small buy 

orders of EnviroTechnologies stock to maintain its price.  Tim Page arranged the buy orders for 

the purpose of artificially increasing the price per share of EnviroTechnologies’ stock and for the 

purpose of inducing others to invest.  

47.  The chart below illustrates Tim Page’s manipulative efforts to buy 

EnviroTechnologies stock to prevent the stock price from declining further than it already had on 

a given day or to stabilize the stock price at a daily high:  

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48. Within a few months, Tim Page took additional steps to generate demand for his 

and Trevor Page’s EnviroTechnologies’ shares that they had yet to sell.  Specifically, in or about 

April and May 2018, Tim Page hired a boiler room to generate more demand for 

EnviroTechnologies stock held, directly or indirectly, by him and Trevor Page.   

49. Tim Page and Trevor Page knew, or were reckless in not knowing, that the boiler 

room operator (hereinafter referred to as the “Boiler Room Operator”) would tout 

EnviroTechnologies’ shares as a good investment opportunity without disclosing that Tim Page 

had hired the boiler room, and without disclosing that the persons who controlled the company 

intended to sell their shares to the unsuspecting investors solicited by the boiler room.   

50. As the table below reflects, the profits from Tim Page and Trevor Page’s sales of 

EnviroTechnologies shares were distributed to Ticino and at least one other entity controlled by 

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Tim and Trevor Page.  Person A and the Boiler Room Operator also received some of those 

proceeds.   

 

51. Tim and Trevor Page knew, or were reckless in not knowing, that their shares 

were legally required to be registered and, therefore, were restricted from resale.  Tim and Trevor 

Page schemed to defraud the company’s transfer agent and the market by concealing their 

control over EnviroTechnologies by evading their disclosure obligations as affiliates of the 

company.   

52. Tim and Trevor Page’s sale of their EnviroTechnologies’ stock between February 

2017 and May 2018 yielded combined profits of more than $4.5 million.   

DEFENDANTS’ ENVIROTECHNOLOGIES REGISTRATION VIOLATIONS 

53. Tim Page and Trevor Page’s EnviroTechnologies stock sales involved an 

underwriter.  For example, the Pages were underwriters because they were affiliates who 

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acquired EnviroTechnologies stock with the intent to distribute it.  Further, the foreign brokers 

and foreign account operators who sold stock on the Pages’ behalf also acted as underwriters 

because the foreign brokers and foreign account operators were selling shares for affiliates in 

connection with the distribution of the securities to the public.  Accordingly, the sales were 

required to be registered or otherwise comply with the conditions set forth in SEC Rule 144 

because Tim and Trevor Page were affiliates of EnviroTechnologies.  Tim and Trevor Page did 

not sell EnviroTechnologies’ stock pursuant to an effective registration statement and no valid 

exemption from registration existed.  Further, Tim and Trevor Page did not meet or comply with 

the safe harbor conditions set forth in SEC Rule 144, which, among other things, provide a 

limitation for the amount of shares an affiliate can legally sell in order to qualify for the safe 

harbor, and therefore were not entitled to its protections.   

BIOHEMP SCHEME TO DEFRAUD 

Company Control 

54. In early 2018, Tim and Trevor Page took control, directly or indirectly, of 

BioHemp.  For example, Trevor Page called Person C and asked him to incorporate a company 

to hold BioHemp’s stock.  Person C agreed and incorporated FJ Investments.  FJ Investments 

then purchased 18,000,000 restricted shares of BioHemp stock—the majority of the company’s 

outstanding shares.  FJ Investments received the shares without FJ Investments or anyone else 

providing consideration for those shares, and FJ Investments was holding the shares on Tim 

Page’s and Trevor Page’s behalf.    

55. Shortly thereafter, Tim and Trevor Page arranged via defendant FJ Investments to 

install a new BioHemp Chief Executive Officer (“Person D”).  Person D was an associate of Tim 

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and Trevor Page and, like Person C, took direction (through BioHemp’s largest shareholder, FJ 

Investments), from Tim and Trevor Page.  For example:  

i. On various dates in 2017 through 2020, Tim and Trevor Page arranged to pay 

Person D, with whom the Pages were coordinating, more than $100,000.  (As 

described in Paragraph 81, below, Person D also served as the chief executive 

officer of Cyberfort.)   

ii. In or about June 2018, Person D paid a vendor for BioHemp with a credit card 

issued in Janan Page’s name.   

iii. In or about October 2018, Person C and Person D caused BioHemp to execute a 

1-for-1,000 reverse split of its stock (1 share is exchanged for every 1,000 shares 

outstanding), which had the effect of (a) dramatically reducing the company’s 

existing shareholders (because any shareholder holding less than 1,000 shares 

would receive a payout instead of holding a fraction of a share); and (b) reducing 

the “float” (the company’s purportedly unrestricted stock that was available for 

trading) to approximately 11,000 shares.  This was a first step toward enabling 

Tim and Trevor Page to control virtually the entirety of the float.  

iv. In or about March 2019, Person D caused BioHemp to issue 25,000,000 

restricted shares to FJ Investments, which was a front or “nominee” company 

controlled by Tim and Trevor Page.  BioHemp announced that the issuance was 

“in preparation of a pending acquisition and investment agreement.”  In 

actuality, Tim and Trevor Page arranged for BioHemp to issue FJ Investments 

25,000,000 shares to increase their control over the company.  Indeed, as of 

March 2019 and as a result of BioHemp’s corporate actions, Tim and Trevor 

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Page controlled 99.99% of BioHemp’s outstanding stock through FJ 

Investments. 

56. Between May and July 2019, Tim and Trevor Page, through defendants 

Wellesley, Porrima, and Emergent, obtained 3,818,813 shares of purportedly unrestricted 

BioHemp shares, which represented 99.7% of the float (in light of the prior 1-for-1,000 reverse 

stock split).  

57. Tim and Trevor Page acquired these 3,818,813 purportedly unrestricted shares via 

their nominees—Wellesley, Porrima and Emergent—from a single payment made in 2016.  

Specifically, in or about September 2016, an entity wired $42,000 to the trust account for the law 

firm representing BioHemp.  In exchange for this payment, BioHemp issued a promissory note 

dated September 19, 2016 to the entity (the promissory note is referred to herein as the 

“BioHemp Promissory Note”).  Between March and July 2019, in separate transactions, 

Wellesley, Porrima and Emergent, purportedly each acquired their BioHemp shares following 

nearly identical steps: 

i. First, each of the three defendants purportedly purchased an interest in the 

BioHemp Promissory Note.  The combined interests totaled the full face value of 

the note.   

ii. Second, each of the three defendants presented BioHemp with a letter demanding 

payment on their acquired interest in the BioHemp Promissory Note.   

iii. Third, Person D (or, in one instance, his successor chief executive officer) signed 

a board resolution settling the debt by authorizing the issuance of shares in lieu 

of payment. 

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iv. Fourth, in each instance, Trevor Page arranged for Person B to write opinion 

letters attesting that the transfer agent could issue share certificates without 

restrictive legends for the BioHemp shares acquired by Wellesley, Porrima and 

Emergent.  Specifically, Person B’s letters attested that these entities were not 

affiliates of BioHemp.  The opinion letters were false and misleading in that 

Wellesley, Porrima and Emergent were nominee entities for Tim and Trevor 

Page, who were affiliates of BioHemp by virtue of (a) their control over the 

company’s operations; or (b) their control over the company’s shares.   

Illegal Sale of BioHemp Stock 

58. After obtaining the purportedly unrestricted shares in the names of Wellesley, 

Porrima and Emergent, Tim and Trevor Page arranged to deposit the stock with offshore 

brokerage firms and directly or indirectly sold over 3 million shares of BioHemp stock to retail 

investors.   

59. To generate interest in their shares, Tim Page hired the Boiler Room Operator to 

tout BioHemp through his boiler room.  For example, in or about June 2019, Tim Page caused 

Emergent to pay the Boiler Room Operator approximately $122,644 and, at or about the same 

time, Tim Page caused Emergent to buy a watch costing approximately $262,000 for the Boiler 

Room Operator.   

60. Tim and Trevor Page knew, or were reckless in not knowing, that the Boiler 

Room Operator would tout BioHemp’s shares as a good investment opportunity without 

disclosing that Tim Page had hired the Boiler Room Operator, and without disclosing that the 

control persons of BioHemp intended to sell their shares to the unsuspecting investors solicited 

by the Boiler Room Operator and his team.   

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61. Tim Page, Trevor Page, Wellesley, Emergent, and Porrima knew, or were reckless 

in not knowing, that their shares were legally restricted from resale.  Tim Page, Trevor Page, 

Wellesley, Emergent, and Porrima schemed to defraud the company’s transfer agent and the 

market by concealing their control over BioHemp, including by operating secretly through FJ 

Investments, in order to conceal their status as affiliates of the company.   

62. Tim Page and Trevor Page received, directly or indirectly, approximately $3.6 

million in illegal proceeds as a result of fraudulently selling BioHemp stock.  

DEFENDANTS’ BIOHEMP REGISTRATION VIOLATIONS 

63. Tim Page, Trevor Page, Wellesley, Emergent, and Porrima’s BioHemp stock sales 

involved an underwriter.  For example, the Pages, Emergent, Wellesley and Porrima were 

underwriters because they were affiliates who acquired BioHemp stock with the intent to 

distribute it.  Further, the foreign brokers and foreign account operators who sold stock on these 

defendants’ behalf also acted as underwriters because the foreign brokers and foreign account 

operators were selling shares for affiliates in connection with the distribution of the securities to 

the public.  Accordingly, the sales were required to be registered or otherwise compliant with the 

conditions set forth in SEC Rule 144, because Tim and Trevor Page were affiliates of BioHemp.  

Tim Page, Trevor Page, Wellesley, Emergent, and Porrima did not sell BioHemp’s stock 

pursuant to an effective registration statement and no valid exemption from registration existed.  

Further, Tim Page, Trevor Page, Wellesley, Emergent, and Porrima did not comply with the safe 

harbor conditions set forth in SEC Rule 144.   

DEFENDANTS’ BIOHEMP DISCLOSURE VIOLATIONS 

64. BioHemp had a voting class of equity securities registered under Section 12 of the 

Exchange Act.  In March 2019, BioHemp issued 25,000,000 shares to FJ Investments, which 

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held those shares for Tim and Trevor Page.  At that point, Tim and Trevor Page controlled 

approximately 99.9% of BioHemp’s outstanding stock through FJ Investments.   

65. Because of the Pages’ exclusive control over the shares acquired by FJ 

Investments, the Pages had investment power within the meaning of Rule 13d-3(a) over these 

BioHemp shares and, therefore, had “acquired” beneficial ownership of those shares within the 

meaning of Rule 13d-5(a).  Accordingly, the Pages were required to file a statement of beneficial 

ownership within ten days of acquiring that beneficial ownership.  The Pages, however, failed to 

file any such statement.   

66. Similarly, FJ Investments was required to file its own statement of beneficial 

ownership within ten days of acquiring that beneficial ownership because it was the beneficial 

owner of more than 5% of BioHemp’s stock.  FJ Investments, however, failed to file a statement 

of beneficial ownership. 

LINK SCHEME TO DEFRAUD 

Control over Link 

67. From at least February 2016 through February 2018, Tim and Trevor Page 

controlled Link in a similar way to EnviroTechnologies.  For example, Person A served as a 

consultant of Link as he did for EnviroTechnologies (arranging for, among other things, the 

issuer to file paperwork with OTC Markets on Tim Page and Trevor Page’s behalf). 

68.   Tim and Trevor Page also controlled Link’s stock.  During a conversation 

surreptitiously recorded by a witness who was cooperating with an FBI investigation on or about 

February 13, 2018, Tim Page explained that: (a) Link had 285 million outstanding shares of 

which 175 million were restricted (meaning there were approximately 110 million shares that 

were purportedly unrestricted), and (b) only “about 1.8 million is away from us,” (meaning that 

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Tim and Trevor Page controlled approximately 108 million of the approximately 110 million 

purportedly unrestricted shares).   

69. Tim and Trevor Page knew, or were reckless in not knowing, that they were 

affiliates of Link and that their stock was legally restricted from resale.   

Illegal Sale of Link Stock: 2016 and 2017 

70. In or about February 2016, Tim and Trevor Page arranged for the deposit of 

15,000,000 Link shares into a foreign account in the name of Norfolk Heights Ltd.  Tim and 

Trevor Page also hired the Boiler Room Operator to promote Link shares to generate demand 

among investors.  From approximately October 2016 through April 2017, through Norfolk 

Heights Ltd., Tim and Trevor Page sold 2.3 million shares of Link, generating proceeds of at 

least $1.9 million. 

71.   Of the $1.9 million in Link proceeds, Tim and Trevor Page caused foreign 

trading accounts to transfer at least $762,500 to personal bank accounts held in the name of Tim 

Page and/or Janan Page, and $30,000 to Ticino.    

72. Tim and Trevor Page also arranged for additional funds to be paid to the Boiler 

Room Operator from the Link proceeds generated through Norfolk Heights Ltd.’s accounts.  

Specifically, Norfolk Heights Ltd. wired 12 payments to bank accounts controlled by the Boiler 

Room Operator totaling over $772,000 between October 2016 and February 2018.  Tim Page and 

Trevor Page knew, or were reckless in not knowing, that the Boiler Room Operator and his team 

would tout Link’s shares as a good investment opportunity without disclosing the fact that Tim 

Page had hired the Boiler Room Operator and that the control persons of Link intended to sell 

their shares to unsuspecting investors solicited by the Boiler Room Operator and his team.   

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73. Tim Page and Trevor Page knew, or were reckless in not knowing, that their 

shares were legally restricted from resale.  Tim Page and Trevor Page schemed to defraud the 

company’s transfer agent and the market by concealing their control over Link in order to avoid 

detection as affiliates of the company.   

Illegal Sale of Link Stock: 2018 

74. Despite selling millions of Link shares in 2016 and 2017, Tim Page and Trevor 

Page held additional Link shares that they sought to sell in 2018.  During a conversation 

surreptitiously recorded by a witness who was cooperating with an FBI investigation on or about 

February 13, 2018, Tim Page acknowledged that he had used a boiler room to promote Link in 

the past, but that the effect of the boiler room was waning.  During that same recorded 

conversation, Tim Page and the witness discussed that they could arrange for the witness to use a 

network of brokers to buy Link stock on behalf of unsuspecting brokerage customers in 

exchange for a 20 to 25% kickback.   

75. On or about February 15, 2018, during a surreptitiously recorded call between a 

witness who was cooperating with an FBI investigation and Tim Page and Trevor Page, Tim 

Page explained that Trevor Page would coordinate their trading with a Swiss-based broker.   

76. On or about February 15 and February 16, 2018, Tim Page and Trevor Page 

coordinated cross trades with a witness who was cooperating with an FBI investigation.   

77. On or about February 23, 2018, during a surreptitiously recorded call by a witness 

who was cooperating with an FBI investigation and Tim Page, Tim Page reminisced about 

having engaged in the coordinated cross trades on February 15 and 16, 2018 and explained that 

he intended to pay the kickback from his personal account.  

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78. On or about February 27, 2018 and March 1, 2018, Tim and Trevor Page 

coordinated additional cross trades with a witness who was cooperating with an FBI 

investigation.   

79. During the same February 23, 2018 recorded conversation, Tim Page explained 

that he and Trevor Page had been placing trades to support the price of Link at $.11 per share 

until the witness could arrange more purchases.  Tim Page and Trevor Page placed these trades 

to artificially raise the price per share of Link’s stock for the purpose of inducing the purchase or 

sale of Link stock by others.  Specifically, Tim Page and Trevor Page manipulated the price per 

share of Link to defraud market participants into believing that the value of Link stock was $.11 

per share. 

CYBERFORT SCHEME TO DEFRAUD 

80. As they had done when selling shares of EnviroTechnologies, BioHemp, and 

Link, Tim and Trevor Page fraudulently sold shares of Cyberfort.  Tim and Trevor Page: (a) had 

the power to control Cyberfort; (b) hired the Boiler Room Operator to tout Cyberfort’s stock; and 

(c) sold more than a million of shares of Cyberfort stock through foreign accounts in order to 

conceal their control.     

81. Tim Page and Trevor Page controlled Cyberfort through Person D.  On various 

dates in 2017 through 2020, Tim and Trevor Page arranged to pay Person D, with whom the 

Pages were coordinating in both Cyberfort and BioHemp, more than $100,000. 

82. Starting in early 2018, Tim Page and Trevor Page retained the Boiler Room 

Operator, whom they had engaged to push the stock of EnviroTechnologies, BioHemp, and Link.  

Tim Page and Trevor Page knew, or were reckless in not knowing, that the Boiler Room 

Operator and his team would tout Cyberfort’s shares as a good investment opportunity without 

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disclosing that Tim Page had hired the Boiler Room Operator and that the persons in control of 

Cyberfort intended to sell their shares to the unsuspecting investors solicited by the Boiler Room 

Operator. 

83. In or about June 2018, Tim and Trevor Page used their nominee, Ticino, to 

deposit 1,250,000 shares of Cyberfort into a foreign brokerage account.  

84. Between approximately June 19, 2018 and September 10, 2018, Tim Page and 

Trevor Page, though Ticino, sold their 1,250,000 shares while the boiler room they had hired 

aggressively touted the company’s stock to retail investors, including elderly investors.  

Similarly, in October 2018, the Pages deposited into a foreign brokerage account the additional 

1,250,000 shares of Cyberfort they had obtained through Emergent in September 2018.  They 

then directed the sale of about 20,000 of these shares into the United States securities markets in 

November and December 2018.  In total, the Pages sold at least 1.27 million shares of Cyberfort 

for illegal proceeds of at least $1.9 million. 

85. Tim Page and Trevor Page knew, or were reckless in not knowing, that the Boiler 

Room Operator would tout Cyberfort shares as a good investment opportunity without disclosing 

that Tim Page had hired the boiler room, and without disclosing that the persons who controlled 

the company intended to sell their shares to the unsuspecting investors solicited by the boiler 

room.   

86. Tim Page, Trevor Page, and Ticino knew, or were reckless in not knowing, that 

their shares were legally restricted from resale.  Tim Page, Trevor Page, and Ticino schemed to 

defraud the company’s transfer agent and the market by concealing their control over Cyberfort 

in order to conceal their status as affiliates of the company.  

  

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MONETARY TRANSFERS TO JANAN PAGE 

87. Janan Page received investor funds derived from the unlawful acts, practices and 

scheme of Tim Page and Trevor Page, as described in this Complaint.  For example, during 

October and November 2016, Tim Page caused a foreign account to transfer approximately 

$410,000 to a bank account at least partially controlled by Janan Page (this $410,000 was part of 

the approximately $762,000 that Tim Page arranged to be transferred from foreign brokerage 

accounts to accounts held in his name and/or Janan Page’s name).  Janan Page did not provide 

consideration for these proceeds.     

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

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

 
88. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

89. By reason of the conduct described above, the Defendants, in the offer or sale of 

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

directly or indirectly, acting with the requisite degree of knowledge or state of mind (i) employed 

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

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

purchasers or sellers of the securities.   

90. By reason of the conduct described above, the Defendants violated Securities Act 

Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1) and (3)]. 

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

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

 

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91. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

92. By reason of the conduct described above, the Defendants, directly or indirectly, 

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

of interstate commerce or of the mails, or of any facility of any national securities exchange, 

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

and (ii) engaged in acts, practices, or courses of business which operated or would operate as a 

fraud or deceit upon any persons, including purchasers or sellers of the securities. 

93. By reason of the conduct described above, the Defendants violated Exchange Act 

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

thereunder. 

THIRD CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

(Violations of Sections 5(a) and 5(c) of the Securities Act) 
(Timothy Page, Trevor Page, Wellesley, Porrima, and Emergent) 

 
94. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

95. By reason of the conduct described above, Timothy Page, Trevor Page, 

Wellesley, Porrima, and Emergent, directly or indirectly:  (a) made use of the means or 

instruments of transportation or communication in interstate commerce or of the mails to sell, 

through the use or medium of a prospectus or otherwise, securities as to which no registration 

statement has been in effect and for which no exemption from registration has been available; 

and/or (b) made use of the means or instruments of transportation or communication in interstate 

commerce or of the mails to offer to sell, through the use or medium of a prospectus or 

otherwise, securities, including, but not limited to, the securities of EnviroTechnologies and 

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BioHemp, as to which no registration statement has been filed and for which no exemption from 

registration has been available. 

96. As a result, Timothy Page, Trevor Page, Wellesley, Porrima, and Emergent 

violated Securities Act Sections 5(a) and (c) [15 U.S.C. §§77e(a) and (c)].  

FOURTH CLAIM FOR RELIEF 
MARKET MANIPULATION 

 (Violations of Section 9(a)(2) of the Exchange Act) 
(Timothy Page and Trevor Page) 

 
97. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

98. Section 9(a)(2) of the Exchange Act [15 U.S.C. §78i(a)(1)-(2)] makes it unlawful 

for any person, directly or indirectly, by the use of the mails or any means or instrumentality of 

interstate commerce, or of any facility of any national securities exchange, to effect a series of 

transactions in a security creating actual or apparent active trading in such security, or raising or 

depressing the price of such security, for the purpose of inducing the purchase or sale of such 

security by others. 

99. By engaging in the conduct described above, Timothy Page and Trevor Page 

violated Section 9(a)(2) of the Exchange Act [15 U.S.C. §78i(a)(2)]. 

FIFTH CLAIM FOR RELIEF 
FAILURE TO REPORT OVER 5% BENEFICIAL OWNERSHIP  

(Violation of Section 13(d)(1) and Rule 13d-1) 
(Timothy Page, Trevor Page, and FJ Investments) 

 
100. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

101. During the period subject to this Complaint, the stock of BioHemp was a security 

under Section 3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)]. 

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102. During the period described in this Complaint, BioHemp had equity securities that 

were registered pursuant to Section 12 of the Exchange Act [15 U.S.C. §78l]. 

103. By reason of the conduct described in this Complaint, defendants Timothy Page, 

Trevor Page, and FJ Investments, after acquiring directly or indirectly beneficial ownership of 

more than 5 percent of a class of BioHemp equity securities, failed to file statements with the 

Commission containing the information required by Schedule 13D [17 C.F.R. §240.13d-101] 

within ten days after they acquired such shares. 

104. As a result, Timothy Page, Trevor Page, and FJ Investments violated and, unless 

enjoined, will continue to violate Section 13(d)(1) of the Exchange Act [15 U.S.C. §78m(d)(1)] 

and Rule 13d-1 thereunder [17 C.F.R. §240.13d-1]. 

SIXTH CLAIM FOR RELIEF 
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND 

CONSTRUCTIVE TRUST 
(Janan Page) 

 
105. Paragraphs 1 through 87 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

106. Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)] states “[i]n any 

action or proceeding brought or instituted by the Commission under any provision of the 

securities laws, the Commission may seek, and any Federal court may grant, any equitable relief 

that may be appropriate or necessary for the benefit of investors.” 

107. The Relief Defendant has received investor funds derived from the unlawful acts, 

practices and scheme of the Defendants under circumstances dictating that, in equity and good 

conscience, she should not be allowed to retain such funds. 

108. As a result, the Relief Defendant is liable for unjust enrichment and should be 

required to return her ill-gotten gains, in an amount to be determined by the Court.  The Court 

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should also impose a constructive trust on property in the possession of the Relief Defendant that 

is traceable to the Defendants’ wrongful acts. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Permanently restrain defendants Timothy and Trevor Page, their agents, servants, 

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

receive actual notice of the injunction by personal service or otherwise, and each of them, from 

violating Sections 5(a), 5(c), 17(a)(1), and 17(a)(3) of the Securities Act [15 U.S.C. §§77e(a), 

(c); 77q(1) and (3)], and Sections 9(a)(2), 10(b) and 13(d) of the Exchange Act [15 U.S.C. 

§§78j(b), 78i(a), 78m(d)(1)], and Rules 10b-5(a) and (c) and 13d-1 thereunder [17 C.F.R. 

§240.10b-5; §240.13d-1].    

B. Permanently restrain defendants Wellesley, Porrima and Emergent, their officers, 

agents, servants, employees and attorneys, and those persons in active concert or participation 

with them who receive actual notice of the injunction by personal service or otherwise, and each 

of them, from violating Sections 5(a), 5(c), 17(a)(1), and 17(a)(3) of the Securities Act 

[15 U.S.C. §§77e(a), (c); 77q(1) and (3)], and Section 10(b) of the Exchange Act [15 U.S.C. 

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

C. Permanently restrain defendant Ticino, its officers, agents, servants, employees 

and attorneys, and those persons in active concert or participation with it who receive actual 

notice of the injunction by personal service or otherwise, and each of them, from violating 

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

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

§240.10b-5].  

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D. Permanently restrain defendant FJ Investments, its officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with it who receive 

actual notice of the injunction by personal service or otherwise, and each of them, from violating 

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

10(b) and 13(d) of the Exchange Act [15 U.S.C. §§78j(b), 78m(d)(1)], and Rules 10b-5(a) and 

(c) and 13d-1 thereunder [17 C.F.R. §240.10b-5; §240.13d-1]. 

E. Order the Defendants and Relief Defendant to disgorge, with prejudgment 

interest, all ill-gotten gains obtained by reason of the unlawful conduct alleged in this Complaint, 

pursuant to Section 21(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7)]. 

F. Order the Defendants to pay civil monetary penalties pursuant to Section 20(d) of 

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

§78u(d)(3)];  

G. Enter an order barring Trevor Page from participating in any offering of a penny 

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

the Exchange Act [15 U.S.C. §78u(d)]; 

H. Enter an order enjoining Timothy Page and Trevor Page from directly or 

indirectly, including, but not limited to, through an entity owned or controlled by Timothy Page 

or Trevor Page, participating in the issuance, purchase, offer or sale of any security; provided, 

however, that such injunction shall not prevent Timothy Page or Trevor Page from purchasing or 

selling securities listed on a national securities exchange for their own personal accounts.   

I. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

J. Grant such other and further relief as this Court may deem just and proper. 

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JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

 

DATED:  September 23, 2021 

 

      Respectfully submitted, 

                                           /s/ Alicia Reed _____________________  
      Alicia Reed  

Amy Gwiazda*  
Eric Forni*  
Kathleen Shields*  
 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office 
33 Arch St., 24th Floor 
Boston, MA 02110  
 
 

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

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