SEC v. Morocoin Tech Corp.; Berge Blockchain Technology Co., Ltd.; Cirkor Inc.; AI Wealth Inc.; Lane Wealth Inc.; AI Investment Education Foundation Ltd., et al. (Dec. 22, 2025) — Complaint

[OCR_UNRECOVERABLE method=recover reason=missing_pdf ts=2026-08-11T14:53:34.292Z]                                                           

UNITED STATES DISTRICT COURT 
DISTRICT OF COLORADO 

 
Case No. 25-cv-04102 
 
SECURITIES AND EXCHANGE COMMISSION, 
 
 Plaintiff,  
 
 
v. 
 
MOROCOIN TECH CORP.,  
BERGE BLOCKCHAIN TECHNOLOGY CO., LTD., 
CIRKOR INC., 
AI WEALTH INC., 
LANE WEALTH INC., 
AI INVESTMENT EDUCATION FOUNDATION LTD., and 
ZENITH ASSET TECH FOUNDATION, 
 
 Defendants. 
 
 

COMPLAINT AND JURY TRIAL DEMAND 
 

 
 

Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint 

against defendants Morocoin Tech Corp. (“Morocoin”), Berge Blockchain Technology Co., Ltd. 

(“Berge”), Cirkor Inc. (“Cirkor”), AI Wealth Inc. (“AI Wealth”), Lane Wealth Inc. (“Lane 

Wealth”), AI Investment Education Foundation Ltd. (“AIIEF”), and Zenith Asset Tech 

Foundation (“Zenith” and, collectively, “Defendants”) and alleges as follows: 

SUMMARY 
 
1. This case involves an investment confidence scam in which Defendants lured 

retail investors to purported crypto asset trading platforms claiming to hold regulatory licenses, 

including from the Commission; gained investors’ confidence with purportedly AI-generated 

investment “signals,” or tips; manipulated investors into investing in fictitious “Security Token 

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Offerings” (“STOs”); and caused investors to pay fraudulent withdrawal fees by telling them 

their accounts would be frozen.  

2. AI Wealth, Lane Wealth, AIIEF, and Zenith (collectively, the “Club Defendants”) 

operated so-called investment clubs that were WhatsApp chats purportedly run by experienced 

financial professionals who gave purported investment recommendations to investors.  Agents 

acting on behalf of the Club Defendants solicited U.S.-based investors for the investment clubs 

through social media ads.  

3. After establishing trust with their victims, the Club Defendants recommended that 

the victims trade crypto assets and directed them to open accounts on the purported crypto asset 

trading platforms operated by Morocoin, Berge, and Cirkor (collectively, the “Platform 

Defendants”).  The Club Defendants and Platform Defendants then offered “Security Token 

Offerings” or “STOs” purportedly issued by legitimate businesses and expressly equated the 

STOs to initial public offerings of stock. 

4. Investors could log into their accounts on the platforms and those accounts 

reflected purported trading profits and losses.  But Morocoin, Berge, and Cirkor were not 

genuine trading platforms, and no trading took place on those platforms.  Indeed, both the STOs 

and their purported issuing companies were fictitious.  

5. This was an elaborate confidence scam through which investors’ assets were 

never invested as Defendants represented they would be but instead were misappropriated from 

the start.  Defendants further defrauded victims who attempted to withdraw money by 

demanding that they pay advance fees in order to gain access to any purported funds in their 

accounts. 

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6. All told, from at least January 2024 to January 2025, Defendants acted in concert 

to misappropriate at least $14 million from U.S.-based retail investors, which was then funneled 

overseas through a web of bank accounts and crypto asset wallets.  

7. By engaging in the conduct described in this Complaint, the Platform Defendants 

violated, and unless enjoined will continue to violate, Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and 

the Club Defendants violated, and unless enjoined will continue to violate, Sections 17(a)(1) and 

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

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

NATURE OF PROCEEDING AND RELIEF SOUGHT 

8. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the 

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

Act [15 U.S.C. §§ 78u(d) and 78u(e)] to enjoin such acts, transactions, practices, and courses of 

business and to obtain disgorgement and prejudgment interest against the Platform Defendants, 

civil money penalties, and such other and further relief as the Court may deem just and 

appropriate.   

JURISDICTION AND VENUE 

9. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

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

and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].   

10. Venue in this district is proper 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].  Morocoin, Berge, 

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AIIEF, and Zenith all reside in the District of Colorado, and certain of the acts, practices, and 

courses of business constituting the violations of the federal securities laws alleged herein 

occurred within this district.  

DEFENDANTS 

11. Morocoin Tech Corp., established in or about December 2023, is a Colorado 

corporation in “Delinquent” status purportedly headquartered in Denver, Colorado.  Morocoin 

has never been registered with the Commission and never had a class of securities registered 

with the Commission.  Morocoin operated a purported crypto asset trading platform using the 

website h5.morocoin.top.  

12. Berge Blockchain Technology Co., Ltd., established in or about June 2022, is a 

Colorado corporation in “Delinquent” status purportedly headquartered in Colorado Springs, 

Colorado.  Berge has never been registered with the Commission and never had a class of 

securities registered with the Commission.  Berge operated a purported crypto asset trading 

platform using the website www.bergev.org. 

13. Cirkor Inc., established in or about May 2024, is a Washington corporation 

purportedly headquartered in Spokane, Washington.  Cirkor was administratively dissolved in 

October 2025.  Cirkor has never been registered with the Commission and never had a class of 

securities registered with the Commission.  Cirkor operated a purported crypto asset trading 

platform using the website www.cirkortrading.com. 

14. AI Wealth Inc., established in or about December 2023, is a Washington 

corporation purportedly headquartered in Seattle, Washington.  AI Wealth was administratively 

dissolved in May 2025.  AI Wealth has never been registered with the Commission and never 

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had a class of securities registered with the Commission.  AI Wealth operated a purported 

investment club that communicated with investors using WhatsApp. 

15. Lane Wealth Inc., established in or about December 2023, is a Washington 

corporation purportedly headquartered in Seattle, Washington.  Lane Wealth was 

administratively dissolved in May 2025.  Lane Wealth has never been registered with the 

Commission and never had a class of securities registered with the Commission.  Lane Wealth 

operated a purported investment club that communicated with investors using WhatsApp. 

16. AI Investment Education Foundation Ltd., established in or about June 2024, 

is a Colorado corporation in “Delinquent” status purportedly headquartered in Denver, Colorado.  

AIIEF operated a purported investment club that communicated with investors using WhatsApp.  

On June 27, 2024, AIIEF filed a Form ADV with the Commission as an Exempt Reporting 

Adviser.  In November 2025, the Commission filed a complaint against AIIEF alleging that 

AIIEF made material misrepresentations and statements that could not be substantiated in its 

June 27, 2024 Form ADV in violation of Sections 204(a) and 207 of the Investment Advisers 

Act of 1940 [15 U.S.C. §§ 80b-4(a), 80b-7].  See SEC v. AI Investment Education Foundation 

Ltd., No. 1:25-cv-03650-SKC (D. Colo. filed Nov. 13, 2025). 

17. Zenith Asset Tech Foundation, established in or about May 2024, is a Colorado 

corporation in “Delinquent” status purportedly headquartered in Lakewood, Colorado.  Zenith 

has never been registered with the Commission and never had a class of securities registered 

with the Commission.  Zenith operated a purported investment club that communicated with 

investors using WhatsApp. 

 

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FACTS 
 

The Club Defendants Solicited Investors to Join Clubs 
Promising Trading Profits from AI-Generated “Signals” 

 
18. Beginning in or around January 2024, agents acting on behalf of the Club 

Defendants solicited U.S.-based investors through social media ads to join each respective 

investment club—which were essentially no more than WhatsApp groups that provided 

purported investment recommendations from purportedly experienced financial professionals.  

Some of the social media ads featured deepfake videos of prominent financial professionals.  

19. AI Wealth and Lane Wealth operated their clubs through their respective 

WhatsApp groups from at least January 2024 to June 2024. 

20. AIIEF and Zenith operated their clubs through their respective WhatsApp groups 

from at least July 2024 to January 2025.  

21. According to corporate registration records, the same individual located in 

Beijing, China, paid for the registrations of AI Wealth, Lane Wealth, and Zenith. 

22. The Club Defendants had similar operations.  

23. At all times, each of the Club Defendants acted by and through its agents. 

24. This included, for each club, a purported “professor” who sent updates to 

investors via WhatsApp on macroeconomic conditions or commentary on stocks and an 

“assistant” who handled day-to-day interactions with participants.  

25. The professors and assistants who led the clubs also sent via WhatsApp trade 

recommendations that they falsely claimed were based on AI-generated “signals.”  

26. Some participants in the investment clubs posted screenshots of purportedly 

successful trades, praising the accuracy of the trading signals.  At least some of the screenshots 

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of these purportedly successful trades appear to have been posted by scheme participants as a 

part of the scheme. 

The Club Defendants Directed Investors to 
Trade Crypto Assets on the Platform Defendants 

 
27. As the next step in the scheme, Club Defendants promoted crypto asset trading 

and directed the victims to open accounts on the crypto asset trading platforms of Morocoin, 

Berge, and Cirkor.  The accountholders of internet services used by these platforms were located 

in China and Malaysia.  

28. Professors and assistants in the AI Wealth and Lane Wealth clubs directed 

investors to the Morocoin platform. 

29. The professor and assistant in the AIIEF club directed investors to the Berge 

platform. 

30. The professor and assistant in the Zenith club directed investors to the Cirkor 

platform.  

31. At all times, each of the Platform Defendants acted by and through its agents. 

32. The websites of the purported trading platforms shared common attributes.  For 

example, both Morocoin and Cirkor billed themselves as the “World’s First Stablecoin Trading 

Center” offering “Impeccable Security” and “24/7 Multilingual Customer Service,” and provided 

the same informational articles about crypto assets.  

33. Each platform also provided investors with an interface that mimicked the 

features and functionality of a legitimate crypto asset trading platform, including displaying real-

time price information for various crypto assets, facilitating purported transactions, and posting 

investor account balances. 

 

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Defendants Made False Claims About the 
Platforms’ Regulatory Registrations and Security Features 

 
34. Defendants advertised the Platform Defendants’ corporate and regulatory 

registrations and supposed security features.  

35. In particular, Defendants made claims about the platforms’ Financial Crimes 

Enforcement Network (“FinCEN”) Money Services Business (“MSB”) registrations, and 

regulatory licenses obtained from the Commission and the National Futures Association 

(“NFA”). 

36. For example, the AI Wealth professor represented that he trusted Morocoin 

because it held “both MSB/NFA licenses” which were “the most compliant and currently the 

most effective assurance in the U.S. regulation of the crypto field.”  

37. Cirkor’s website stated that it “obtained dual MSB licenses from the United States 

and Canada” and claimed that it had “regulatory licenses from the U.S. NFA and SEC.”  

38. A Berge agent purporting to work in the company’s customer service department 

sent some investors Berge’s MSB registration and Colorado corporate registration. 

39. In reality, the Platform Defendants did not hold Commission or NFA licenses, and 

their MSB and corporate registrations did not mean that they were compliant or legitimate.   

40. The Platform Defendants’ statements regarding their regulatory licenses were 

important to the victims of this fraud because they seemed to provide legitimacy and credibility 

to the platforms.  

41. As to security measures, Morocoin’s and Cirkor’s websites used nearly identical 

language representing they had “Impeccable Security” using “cutting-edge” or “advanced Ledger 

Vault technology” while claiming to have “$150 million in insurance against third-party theft, 

insider collusion, and master seed theft.”  

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42. Berge’s website represented that it had “state-of-the-art security measures” and 

“[s]trictly follow[s] industry rules.”  

43. These statements about the platforms’ security features were untrue because they 

did not exist and gave investors the false impression that any funds they deposited into the 

platforms would be safe. 

Morocoin, Berge, and Cirkor Were Not Genuine Trading 
Platforms, and Trading Never Actually Took Place on Them 

 
44. Once investors opened purported trading accounts on each platform, they were 

directed by representatives of the platforms to fund their accounts with either fiat currency or 

crypto assets.  

45. The Platform Defendants directed investors who used fiat currency to fund their 

purported accounts by wiring the money to designated bank accounts or arranged a courier to 

pick up the money in person.  

46. The Platform Defendants told investors that the recipient bank account holders 

were “merchants” or “dealers” affiliated with the Platform Defendants that would convert the 

wired fiat currency into crypto assets to be credited to an investor’s individual platform account. 

47. For investors who wanted to use crypto assets to fund their purported accounts, 

the Platform Defendants directed investors to transfer those assets to unhosted deposit wallets 

generated by each platform.  

48. Unhosted wallets are crypto asset wallets that are not managed or held on a third-

party platform or exchange.  Fraudsters may use unhosted wallets to operate investment 

confidence schemes like this one because, among other reasons, they do not require attribution or 

know-your-customer verification by a platform or exchange.  

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49. After investors sent their funds as directed by the Platform Defendants, an 

equivalent amount appeared in each investor’s purported trading account on the platform.  

50. Investors could then purportedly trade crypto assets as directed by the Club 

Defendants’ professors and assistants.  

51. The Platform Defendants posted purported trading profits and losses in the 

investors’ accounts, as if the platforms were, in fact, genuine trading platforms.  They were not.  

Trading never actually took place on the platforms.  

52. The purported crypto assets investors supposedly were trading did not exist 

outside of their use in this scheme.  

53. Defendants knew or were reckless in not knowing that the trading on the 

platforms was fake. 

Defendants Promoted and Offered Fake STOs 

54. Whether investors made or lost money in the purported trading, the professors and 

assistants acting on behalf of the Club Defendants and agents of the Platform Defendants 

promoted fake “Security Token Offerings” or “STOs” of new crypto assets available on the 

platforms.   

55. Defendants knew or were reckless in not knowing that the STOs were fake. 

56. The Club Defendants and Platform Defendants promoted STOs purportedly 

issued by legitimate businesses and equated them to initial public offerings of stock.  

57. Defendants represented that the STOs were the best way investors could either 

earn greater profits or make back losses. 

58. For example, the AI Wealth professor told investors in connection with one of the 

STOs that they were “akin to IPOs in the stock primary market. The only difference is that one 

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involves the initial public offering of new stocks, while the other involves the initial offering of 

new coins!”  

59. In some cases, based on the direction of the Club Defendants, investors used the 

balance of their trading accounts to participate in the purported STO.  Many investors deposited 

additional funds and/or took out purported loans to increase their STO investments. 

60. Investors’ funding their accounts to participate in the STOs and their payment of 

advance fees led to the majority of the losses in this scheme. 

NNET 

61. Beginning in May 2024, professors and assistants in the AI Wealth and Lane 

Wealth WhatsApp groups, and scheme participants acting as agents on behalf of Morocoin, 

promoted an STO of a crypto asset called NNET purportedly issued by a company called 

NeuralNet.  

62. They directed investors to a now-defunct website that represented that NeuralNet 

was developing a “brain-computer interface and humanoid robot technology” and would 

“combine[] advanced neuroscience, artificial intelligence and robotics” to “create an efficient 

and intelligent way of human-computer interaction to improve people’s quality of life and 

promote scientific and technological progress.”  

63. This information was fake.  NeuralNet never existed as a real company. 

64. Notwithstanding this, the website represented that 55% of all minted NNET 

tokens would be held to support the company’s liquidity, treasury, marketing, and operations 

functions, and touted the project’s “strong team of experts” in “artificial intelligence, machine 

learning, brain-computer interface, robotics and other fields.”   

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65. The website represented that the remainder of NNET tokens would be sold in the 

STO.  

66. The NNET tokens were offered and sold subject to an investment contract. 

67. Purchasing NNET tokens involved the investment of money in the form of fiat 

currency or crypto assets. 

68. By investing in NNET tokens, victims of the fraud were investing in a common 

enterprise.   

69. AI Wealth and Lane Wealth promoted NNET’s profit potential to their investment 

club participants.  

70. The AI Wealth professor stated that NNET would attract “global investors” and 

linked that attention to the company’s business potential: “Why is [NNET] so hot? Because of 

market demand, the brain-computer interface has been officially able to unrestrictedly help 

humans successfully recover from complex diseases.  Coupled with advancements in technology 

and the deepening integration of AI technology, these applications are not only limited to the 

medical field but also extend to education, the transmission of human civilization, and even the 

potential to transcend humanity into space.”  

71. The AI Wealth professor further represented that NeuralNet’s management had a 

“willingness to share profits,” which “demonstrate[ed] that the team is mission-driven, viewing 

brain-machine interface technology research as a responsibility.”  

72. According to the AI Wealth professor, NNET had “a 0 risk advantage and 100% 

explosive profits!,” so investors should “go ALL IN on the subscription.”  

73. Similarly, the Lane Wealth assistant represented that “[i]t only takes one week to 

increase your funds by at least 500%” by investing in NNET.   

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74. The victims accordingly invested based on the expectation of profits produced by 

the efforts of others.  

75. One Morocoin investor reported purchasing NNET tokens at $2 per token and 

saw the price purportedly increase to over $16 per token in his Morocoin account.  After the STO 

purportedly occurred, the investor believed that he had made approximately $133,300. 

76. Another Morocoin investor reported depositing $50,000 into his Morocoin 

account via cash picked up by an unknown courier affiliated with Morocoin, which he used to 

invest in the NNET STO.  After the STO purportedly occurred, the investor believed that he had 

made approximately $300,000.  

77. NeuralNet and NNET were both fictitious, and the profits that victims thought 

they had obtained from NNET’s STO were not real. 

78. Defendants knew or were reckless in not knowing that NeuralNet and NNET were 

both fictitious. 

SCT 

79. In late May and June 2024, professors and assistants in the AI Wealth and Lane 

Wealth WhatsApp groups, and scheme participants acting as agents on behalf of Morocoin, 

promoted an STO of a crypto asset called SCT purportedly issued by the company 

SatCommTech.  

80. Defendants directed investors to a now-defunct website that represented that 

SatCommTech’s “core goal” was “to build a secure, reliable and efficient decentralized 

communication network” using “blockchain technology and low-orbit satellites” to “significantly 

improve[] the security, stability and efficiency of communication.”  

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81. The website listed the benefits of SatCommTech’s “innovative solution,” 

including improved data storage and energy optimization, and boasted that SatCommTech would 

“usher in a new era of communication.”  

82. The website further represented that SatCommTech’s management team 

“consist[ed] of a group of people with rich experience and expertise in the field of 

communication technology” who were “committed to promoting the innovation and 

development of SatCommTech, providing investors with efficient and reliable communication 

services.”  

83. This information was fake.  SatCommTech never existed as a real company. 

84. Notwithstanding this, the website and the AI Wealth professor represented that 

SatCommTech would retain 85% of minted SCT tokens for “Liquidity,” “Marketing fee,” 

“Mining incentive,” and “Operations team.”  The other 15% would be sold in the STO.  

85. The SCT tokens were offered and sold subject to an investment contract. 

86. Purchasing SCT tokens involved the investment of money in the form of fiat 

currency or crypto assets. 

87. By investing in SCT tokens, victims of the fraud were investing in a common 

enterprise.  

88. The AI Wealth professor represented that the SCT offering “was the closest 

issuance method to a stock IPO,” that his purported artificial intelligence program valued 

SatCommTech at $20 billion, which would give investors at least 20x returns from this “0 risk 

project,” and that it was “a high-quality project gaining the attention of global crypto players 

[that] will drive the project to achieve higher valuations.”  

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89. The Lane Wealth assistant similarly told investors to expect “at least [a] 20 times” 

return on their SCT investment.  

90. The victims accordingly invested based on the expectation of profits produced by 

the efforts of others.  

91. Some investors took out purported loans through Morocoin, with the respective 

clubs acting as purported guarantors on the loans.  

92. These loans, however, were not real in the sense that money was not actually 

loaned to investors.  Rather, they were a means to defraud investors at a later date by requiring 

investors to repay the purportedly borrowed money to withdraw funds from their platform 

accounts. 

93. For example, the AI Wealth assistant told one investor he should invest at least $1 

million in the SCT STO.  

94. The investor believed he had borrowed 214,619 USDT (Tether) through 

Morocoin in order to make a sizable investment in the SCT STO, although that loan was not real. 

95. That investor understood that his $1 million investment grew to approximately 

$28 million.  

96. Similarly, another investor believed he borrowed 50,000 USDT through a fake 

loan through Morocoin, and supposedly made approximately $874,000.  

97. SatCommTech and SCT were both fictitious, and the profits that victims thought 

they had obtained from SCT’s purported STO were not real. 

98. Defendants knew or were reckless in not knowing that SatCommTech and SCT 

were both fictitious. 

 

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HMB 

99. In December 2024, the professors and assistants in the AIIEF and Zenith 

WhatsApp groups, and scheme participants acting as agents on behalf of Berge and Cirkor, 

promoted an STO of a crypto asset called HMB purportedly issued by another fictitious 

company, HumanBlock.  

100. They directed investors to a now-defunct website that represented that 

HumanBlock was “develop[ing] a sophisticated humanoid robot platform that leverages the 

decentralized, secure, and transparent nature of blockchain technology.”  

101. The website represented that HumanBlock’s management team had “years of 

experience in the robotics and automatic industry” and “a proven track record of building 

scalable and secure distributed systems.”  

102. An HMB whitepaper made available to investors by Cirkor, Berge, and Zenith 

(through the club assistant) laid out the supposed “Roadmap” for the “successful implementation 

of the HumanBlock Project.”  The “Roadmap” included the “development and deployment of the 

robust blockchain architecture that will power the humanoid robots,” “design and prototyping of 

the humanoid robot hardware,” “deployment of the blockchain-powered humanoid robots in 

selected real-world settings,” and finally, “scalable commercialization and expansion.”  

103. This information was fake.  HumanBlock never existed as a real company. 

104. Notwithstanding this, the whitepaper further represented that 30% of the minted 

HMB tokens would be sold in the STO, 15% would be retained by the company, and 40% 

allocated to “whale institution locked-in.” 

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105. While the HMB whitepaper indicated that the HMB tokens could eventually be 

used, among other things, to purchase robots and pay for their maintenance, the professors and 

assistants encouraged the investments because of the profit potential from business growth.  

106. The HMB tokens were offered and sold subject to an investment contract. 

107. Purchasing HMB tokens involved the investment of money in the form of fiat 

currency or crypto assets. 

108. By investing in HMB tokens, victims of the fraud were investing in a common 

enterprise.  

109. The Zenith professor compared the offering to an IPO: “A new token offering is 

quite similar to a new stock issuance—STOs for tokens and IPOs for stocks.”  

110. The Zenith professor represented that “based on the current market valuation and 

projected profit potential, we’re looking at over 2,000% growth potential,” and that “[i]t could 

very well define the most glorious moment of your financial life.” 

111. The Zenith assistant represented that “[t]his new token has tremendous innovation 

and value-creation potential, serving as both a tool for asset growth and a strategic opportunity in 

an important future market.”  

112. The AIIEF professor told investors the value of the HMB token “could yield at 

least dozens of times in returns.”  

113. The victims accordingly invested based on the expectation of profits produced by 

the efforts of others.  

114. Investors also borrowed heavily to participate in the HMB STO. 

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115. For example, one investor reported that she paid $18,900 in cash (picked up in 

person by an unknown courier), wired $97,000 to a separate entity, and purportedly took a 

$800,000 loan through Cirkor, with AIIEF acting as purported guarantor on the loan.  

116. This investor thought she had made more than $25 million from her investment. 

117. HumanBlock and HMB were both fictitious, and the profits that victims thought 

they had obtained from HMB’s STO were not real. 

118. Defendants knew or were reckless in not knowing that HumanBlock and HMB 

were both fictitious. 

Defendants Increased Investor Losses by Charging 
Fees for Withdrawals They Never Granted 

119. Following the purported success of their STO investments, Defendants charged 

investors who attempted to withdraw their trading profits advance fees that caused the investors 

further losses.  

120. Advance fees are a type of fraud where the fraudster asks investors to pay a fee up 

front—in advance of receiving any proceeds or money—in order for the deal (in this case, the 

account withdrawal) to go through. 

121. The advance fees Defendants charged investors took different forms.  

122. The Platform Defendants told investors who had taken out purported loans to fund 

their investments that the investors had to repay the loans with money from outside their trading 

accounts before being able to make a withdrawal from their trading accounts.  

123. Club Defendants added to the pressure on investors to repay the purported loans 

in order to make a withdrawal from their trading accounts.  

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124. For example, the AI Wealth professor told investors that repaying their loans was 

a “credit protection battle for yourself” and “a battle to protect the reputation and value of the 

Wealth Club itself!”  

125. The Zenith professor told investors that “it’s crucial for you to repay your loans” 

because not doing so could “potentially trigger a significant drop in token prices.”  

126. The Lane Wealth assistant told investors that because Lane Wealth was the 

guarantor on the purported loans, “[i]f everyone doesn’t repay the loans, the LANE club will 

face a broken capital chain and go bankrupt.”  

127. In an attempt to make a withdrawal from their trading accounts, certain investors 

repaid their purported loans, including by transferring money directly to overseas accounts or by 

arranging a courier to pick up cash.  

128. Investors who repaid these purported loans still were not permitted by Defendants 

to withdraw any funds.  

129. Defendants also solicited fraudulent advance fees based on claims of fictitious 

government investigations.  

130. For example, in June 2024, Morocoin represented to investors that it was under 

investigation by the “MSB regulatory authority” and the Commission, which would “result in the 

freezing of all user account funds, with an estimated review period of three years.”  

131. In order to avoid investors’ funds being frozen, the announcement urged investors 

to “withdraw all assets” within ten days.  

132. AI Wealth, Lane Wealth, and Morocoin represented that withdrawal requests 

could be expedited by paying additional fees using money from outside investors’ trading 

accounts. 

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133. Likewise, in January 2025, both Berge and Cirkor posted similar notices that the 

“SEC has initiated a formal investigation,” which “will freeze all user account funds during the 

review process, which is expected to last approximately three years.”  

134. Berge and Cirkor also offered a ten-day window for investors to withdraw their 

funds. 

135. AIIEF, Zenith, Berge, and Cirkor told investors that they could expedite their 

withdrawals by paying fees using money from outside their trading accounts.  

136. As with the loans, certain investors paid the fees, but none was able to withdraw 

their money.  

137. Eventually, the Platform Defendants cut off investors from the platforms.   

138. Defendants used the purported loan repayments and false reports of government 

investigations as a continuation of their fraudulent scheme to obtain additional ill-gotten gains 

from their victims. 

Defendants Misappropriated Investor Funds 

139. This was an elaborate confidence scam to misappropriate as much in crypto assets 

and fiat currency as Defendants could from their victims.  

140. No trading occurred on the Morocoin, Berge, or Cirkor platforms, and the STOs 

and their issuing companies never existed.  

141. The trading profits investors thought they earned were fictitious, and their original 

investment amounts were long since transferred overseas. 

Misappropriation of Crypto Assets 

142. After investors transferred their crypto assets to the unhosted wallet addresses 

provided by the agents of the Platform Defendants, scheme participants transferred these assets 

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across blockchains and through intermediaries, in some instances transiting to or through 

common wallet addresses.  

143. Certain funds transited through accounts held by Chinese or Burmese individuals 

located in southeast Asia.  

144. Crypto asset wallet addresses that directly or indirectly received ill-gotten gains as 

part of this fraudulent scheme include: 

a. 0x250ceeb180bda7ba4103932b9d6b5bec7dbc3bc5; 

b. 0x27dff9fb7b488a7640b2f22cd0d2d07df8ae3580; 

c. 0x2748c2351ce1c9e05b33e51aa2a6a96aa14da13d; 

d. 0x4c581bb153ee80357d6855604313710f427e2b5d; 

e. 0x58601b1867d8c1bb4dfc1cf496e75fd2372f3ea3; 

f. 0xeba1802e75728523f4e7b9dc043f17aa66fd272e; 

g. 3G7vKuyFtB7FaAsRgQ3Rx75WUTNfKof3Tm; 

h. 14kddwrnCdaz4tSxCkn1XtXG3ST4MvczC5; 

i. 3EReBVf3QjsHF62VjBT5zW98dZFdtxUVuS; 

j. 1CgCmRRt45pLbiG83VR18geAd9S1QkdQoe; 

k. TWzhiLLQ5FEkMoxrfoVGJsEje8eFpDZYhE; 

l. TGvTXEvK79FSc8TiB3kQjGhK6yx7t8PAUG; 

m. TG4aYwQSqyRbYjhZ3Swdyo593zK2JvdWjC;  

n. TE66rxV58jix5a6PamjPYjs9L4R71fEkvi; and 

o. TKSpYzakT5PYCUbzFCYEU1gCZzSbS92wU4. 

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145. The following chart summarizes the losses of U.S.-based investors identified to 

date in crypto assets used to fund their purported trading accounts and pay associated advance 

fees: 

Defendant Pairings Investors Traced Crypto Asset 
Losses  

Morocoin 27 $5,520,032 
AI Wealth Subtotal 14 $2,990,414 
Lane Wealth Subtotal 13 $2,529,618 

Berge and AIIEF 9 $254,729 
Cirkor and Zenith 21 $1,632,376 
Total 57 $7,407,137 

 

Misappropriation of Fiat Currency 

146. Investors who used fiat currency to fund their purported accounts wired the 

money to bank accounts specified by Platform Defendants’ representatives or had a courier pick 

up the money in person.  

147. The Platform Defendants, or those acting in concert with them, used at least 27 

domestic bank accounts to receive, consolidate, and move money from Morocoin, Berge, and 

Cirkor investors.  

148. As with the crypto asset wallets, investor money was transferred through 

overlapping accounts.  

149. Investor money associated with Morocoin, Berge, and Cirkor, for instance, flowed 

through the same bank account.  

150. Certain investors wired money directly overseas.  

151. For example, one Morocoin investor made seven separate wires totaling more 

than $1 million to accounts in China and Hong Kong. 

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152. In another example, a Cirkor investor wired over $1.4 million to a bank in 

Indonesia.  

153. The following chart summarizes the losses of U.S.-based investors identified to 

date in fiat currency used to fund their purported trading accounts and pay associated advance 

fees: 

Defendant Pairings Investors Traced Fiat Losses  
Morocoin 12 $4,120,319 

AI Wealth Subtotal 10 $3,593,919 
Lane Wealth Subtotal 2 $526,400 

Berge and AIIEF 4 $426,000 
Cirkor and Zenith 10 $2,087,256 
Total 26 $6,633,575 

 

Defendants Violated the Federal Securities Laws 

154. Investors provided the Platform Defendants with money—from at least January 

2024 to January 2025, the Platform Defendants received at least $14 million from U.S.-based 

retail investors, all of which the Platform Defendants then misappropriated. 

155. The investments in NNET, SCT, and HMB were offered and sold subject to 

investment contracts and therefore are securities within the meaning of the Securities Act and 

Exchange Act. 

156. The investments were each offered and sold by Defendants as a common 

enterprise with the expectation of profits to be derived from the efforts of others.   

157. Investors played no role in the management or operations of the businesses of 

NeuralNet, SatCommTech, and HumanBlock.   

158. Investors made their investments in the NNET STO with a reasonable expectation 

of profits to be derived from the efforts of others.  

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159. Investors made their investments in the SCT STO with a reasonable expectation 

of profits to be derived from the efforts of others.  

160. Investors made their investments in the HMB STO with a reasonable expectation 

of profits to be derived from the efforts of others.  

161. Defendants engaged in the offer and sale of the securities by use of the means or 

instruments of transportation or communication in interstate commerce, the instrumentalities of 

interstate commerce, and/or by use of the mails.  

162. Defendants, directly or indirectly, made materially false and misleading 

statements and omissions and engaged in deceptive conduct concerning, among other things: (1) 

the regulatory registrations and security features of the platforms, (2) the respective businesses of 

NeuralNet, SatCommTech, and HumanBlock; (3) the STOs of the NNET, SCT, and HMB 

tokens; (4) the purported loans extended by the Platform Defendants to investors; and (5) the 

advance fees charged for investors to obtain access to their purported investment gains from the 

STOs.   

163. The Club Defendants, directly or indirectly, also made materially false and 

misleading statements and omissions and engaged in deceptive conduct concerning, among other 

things: (1) their provision of investment advice by financial professionals; (2) the legitimacy of 

the platforms; and (3) the existence of artificial intelligence software that would provide 

purported trading “signals.” 

164. The Platform Defendants, directly or indirectly, also made materially false and 

misleading statements and omissions and engaged in deceptive conduct concerning, among other 

things, the purported: (1) trading on their platforms; and (2) profits generated by investors. 

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165. A reasonable investor would consider the misrepresented statements and false 

information described herein important in deciding whether or not to purchase the securities. 

166. The untrue statements of material fact and misleading statements described herein 

were made in the offer or sale of securities. 

167. The untrue statements of material fact and misleading statements described herein 

were made in connection with the purchase or sale of securities. 

168. The Platform Defendants obtained money or property by means of the untrue 

statements of material fact and misleading statements described herein. 

169. In connection with the conduct described herein, Defendants acted knowingly or 

recklessly.   

170. Defendants knew or were reckless in not knowing that they were making material 

misrepresentations and otherwise engaging in deceptive conduct. 

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

 
171. The Commission realleges and incorporates by reference each and every 

allegation in paragraphs 1 through 170, inclusive, as if they were fully set forth herein.  

172. By engaging in the conduct described above, the Platform Defendants, directly or 

indirectly, in the offer or sale of securities and by the use of means or instruments of 

transportation or communication in interstate commerce or by use of the mails:   

a. knowingly or recklessly employed devices, schemes, or artifices to defraud; 

b. knowingly, recklessly, or negligently obtained money or property by means 

of untrue statements of material fact or omissions to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

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c. knowingly, recklessly, or negligently engaged in transactions, practices, or 

courses of business which operated or would operate as a fraud or deceit 

upon purchasers of securities.  

173. By engaging in the conduct described above, the Club Defendants, directly or 

indirectly, in the offer or sale of securities and by the use of means or instruments of 

transportation or communication in interstate commerce or by use of the mails:   

a. knowingly or recklessly employed devices, schemes, or artifices to defraud; 

and/or 

b. knowingly, recklessly, or negligently engaged in transactions, practices, or 

courses of business which operated or would operate as a fraud or deceit upon 

purchasers of securities.  

174. By engaging in the foregoing conduct, the Platform Defendants violated and, 

unless enjoined, will continue to violate Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], 

and the Club Defendants violated and, unless enjoined, will continue to violate Sections 17(a)(1) 

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

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

 
175. The Commission realleges and incorporates by reference each and every 

allegation in paragraphs 1 through 170, inclusive, as if they were fully set forth herein. 

176. By engaging in the conduct described above, Defendants knowingly or recklessly, 

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

instrumentalities of interstate commerce or of the mails or of any facility of a national securities 

exchange: 

a. employed devices, schemes, or artifices to defraud;  

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b. made untrue statements of material fact, or omitted to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and 

c. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the 

purchase or sale of any security. 

177. By engaging in the foregoing conduct, Defendants violated and, unless enjoined, 

will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5].   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a final 

judgment: 

I. 

Permanently restraining and enjoining the Platform Defendants from, directly or 

indirectly, violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and the 

Club Defendants from, directly or indirectly, violating Section 17(a)(1) and (3) of the Securities 

Act [15 U.S.C. § 77q(a)(1) and (3)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], by committing or engaging in specified actions 

or activities relevant to such violations; 

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II. 

Ordering the Platform Defendants to disgorge all ill-gotten gains derived from the 

activities set forth in this Complaint, together with prejudgment interest thereon, pursuant to 

Section 21(d)(3), (5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5) and (7)]; 

III. 

 Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)] and/or Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78(u)(d)(3)]; and 

IV. 

 Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws and for the protection of 

investors. 

JURY DEMAND  

 Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, the Commission requests 

that this case be tried to a jury. 

Respectfully submitted, 

SECURITIES AND EXCHANGE COMMISSION 

Date:   December 22, 2025                      By: __________________________ 
Christopher R. Kelly 
Gregory R. Bockin* 
Norman P. Ostrove* 
U.S. SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA  19103 
(215) 597-3741 (Kelly) 
[email protected] 
 
Devlin N. Su* 
U.S. SECURITIES AND EXCHANGE COMMISSION 
Chicago Regional Office 

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175 W. Jackson Blvd, Suite 1450 
Chicago, IL 60604 

 
Attorneys for Plaintiff 
 
*Not admitted in the District of Colorado 

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