SEC v. Profile Solutions, Inc.; Dan Oran; and Leonard M. Tucker, No. LR-25500, Southern District of Florida (Sept. 9, 2022) — Press Release

SEC Charges Florida Company and Its Officers with Fraud Litigation Release No. 25500 / September 9, 2022 Securities and Exchange Commission v. Profile Solutions, Inc. et. al., 1:22-cv-22881 (S.D. Fla filed September 9, 2022) The Securities and Exchange Commission today charged Profile Solutions, Inc., a purported cannabinoid and hemp manufacturing company, its CEO Dan Oran, and alleged undisclosed executive officer Leonard M. Tucker with fraud for making alleged material misrepresentations and omissions to the investing public. According to the SEC's complaint, filed in federal district court in the Southern District of Florida, between October 2018 and March 2019, Profile Solutions, through Oran and Tucker, made material misrepresentations and omissions to investors in a series of press releases, postings on Twitter, and Form S-1 registration statements filed with the Commission, which had not been declared effective. As alleged, the press releases falsely claimed that Profile Solutions had obtained "preliminary approval" to grow and process medical cannabis and hemp in The Kingdom of Eswatini, omitted to disclose that growing cannabis in that country was illegal, and made material misstatements regarding distribution rights granted to a third party company to sell Profile Solution's products. In addition, the complaint alleges Profile Solution's amended registration statement included the same misstatements regarding the purported Eswatini deal. The complaint further alleges that Profile Solution's registration statement and amended registration statement failed to disclose Tucker's role as a de facto executive officer of the company when in truth, Tucker, a convicted felon, was acting as an officer. The SEC's complaint charges Profile Solutions and Oran with violating the antifraud provisions of the federal securities laws. Specifically, the complaint alleges that Profile Solutions and Oran violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and that Tucker violated Sections 17(a)(1) and 17(a)(3), and violated or aided and abetted violations of Section 10(b) and Rule 10b-5. The complaint seeks permanent injunctive relief against each defendant, and civil penalties, and officer-and-director and penny stock bars against Oran and Tucker. Profile Solutions and Oran consented to a settlement under which they will be enjoined from violating the charged provisions of the federal securities laws. Oran also consented to a five year officer-and-director and penny stock bars, and has agreed to pay a civil penalty of $150,000. The settlements are subject to court approval. The SEC's investigation was conducted by Raynette R. Nicoleau and Trisha Sindler Fuchs in the Miami Regional Office, and supervised by Chedly C. Dumornay and Glenn S. Gordon. The SEC's litigation is being led by Amie R. Berlin under supervision of Teresa Verges. SEC Complaint

SEC Charges Florida Company and Its Officers with Fraud Litigation Release No. 25500 / September 9, 2022 Securities and Exchange Commission v. Profile Solutions, Inc. et. al., 1:22-cv-22881 (S.D. Fla filed September 9, 2022) The Securities and Exchange Commission today charged Profile Solutions, Inc., a purported cannabinoid and hemp manufacturing company, its CEO Dan Oran, and alleged undisclosed executive officer Leonard M. Tucker with fraud for making alleged material misrepresentations and omissions to the investing public. According to the SEC's complaint, filed in federal district court in the Southern District of Florida, between October 2018 and March 2019, Profile Solutions, through Oran and Tucker, made material misrepresentations and omissions to investors in a series of press releases, postings on Twitter, and Form S-1 registration statements filed with the Commission, which had not been declared effective. As alleged, the press releases falsely claimed that Profile Solutions had obtained "preliminary approval" to grow and process medical cannabis and hemp in The Kingdom of Eswatini, omitted to disclose that growing cannabis in that country was illegal, and made material misstatements regarding distribution rights granted to a third party company to sell Profile Solution's products. In addition, the complaint alleges Profile Solution's amended registration statement included the same misstatements regarding the purported Eswatini deal. The complaint further alleges that Profile Solution's registration statement and amended registration statement failed to disclose Tucker's role as a de facto executive officer of the company when in truth, Tucker, a convicted felon, was acting as an officer. The SEC's complaint charges Profile Solutions and Oran with violating the antifraud provisions of the federal securities laws. Specifically, the complaint alleges that Profile Solutions and Oran violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and that Tucker violated Sections 17(a)(1) and 17(a)(3), and violated or aided and abetted violations of Section 10(b) and Rule 10b-5. The complaint seeks permanent injunctive relief against each defendant, and civil penalties, and officer-and-director and penny stock bars against Oran and Tucker. Profile Solutions and Oran consented to a settlement under which they will be enjoined from violating the charged provisions of the federal securities laws. Oran also consented to a five year officer-and-director and penny stock bars, and has agreed to pay a civil penalty of $150,000. The settlements are subject to court approval. The SEC's investigation was conducted by Raynette R. Nicoleau and Trisha Sindler Fuchs in the Miami Regional Office, and supervised by Chedly C. Dumornay and Glenn S. Gordon. The SEC's litigation is being led by Amie R. Berlin under supervision of Teresa Verges. SEC Complaint