SEC v. Premier Links, Inc.; Dwayne Malloy; Chris Damon; and Theirry Ruffin a/k/a Theirry Regan, Eastern District of New York (Jan. 1, 2014) — Complaint

Andrew M. Calamari 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place, 200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0080 (Brody) 
UNITED STATES DISTRICT COURT 
EASTERN 
DISTRICT OF 
NEW YORK 
SECURITIES AND EXCHANGE COMMISSION, 
Plaintiff, 
v. 
PREMIER LINKS, INC., DWAYNE MALLOY, 
CHRIS DAMON, THEIRRY RUFFIN a/k/a 
THEIRRY REGAN, 
Defendants, 
AND ­
JOHN DESANTIS, ROBERT BLOOME, 
JOSEPH 
J. BYRNE, NICHOLAS SPINELLI, 
MARGARET RA VA a/k/a MARGARET 
AMA TULLI, DARNEL JACKSON, FREDDIE 
ANDERSON, QUATRO HOLDINGS, INC., and 
NYC CLAIMS, INC., 
ReliefDefendants. 
ECF CASE 
COMPLAINT 
JURY TRIAL DEMANDED 
Plaintiff Securities and Exchange Commission (the "Commission") for its complaint 
against Defendants Premier Links, Inc. ("Premier Links"), Dwayne Malloy ("Malloy"), Chris 
Damon ("Damon"), and Theirry Ruffin a/k/a Theirry Regan ("Ruffin") (collectively 
"Defendants") and Relief Defendants John DeSantis ("DeSantis"), Robert Bloome ("Bloome"), 
Joseph 
J. Byrne ("Byrne"), Nicholas Spinelli ("Spinelli"), Margaret Rava, a!k/a Margaret 

Amatulli ("Amatulli"), Darnel Jackson ("Jackson"), Freddie Anderson ("Anderson"), Quatro 
Holdings, Inc., ("Quatro Holdings") and NYC Claims, Inc. ("NYC Claims") (collectively, the 
"Relief Defendants"), alleges as follows: 
SUMMARY OF ALLEGATIONS 
1. Premier Links operated an unregistered broker-dealer in Staten Island, New York 
that functioned as a boiler room targeting elderly investors across the United States from at least 
December 2005 to approximately August 2012 (the "Relevant Period"). 
2. During the Relevant Period, sales representatives paid by Premier Links cold-
called prospective investors and pressured them to invest in the unregistered securities 
of 
speculative start-up companies, often stating that the companies would soon conduct initial 
public offerings ("IPOs"). These sales representatives, including Malloy, Damon, and Ruffin 
(the "Individual Defendants"), used high-pressure sales tactics to induce investors to purchase 
stock in these start-up companies. 
3. Defendants never disclosed that only a small fraction 
of the funds received from 
investors would be transmitted to the promoted companies. Instead ofusing the money as 
represented, Defendants misappropriated over 90% of the investors' money. Most of the money 
received from investors was siphoned 
to entities controlled by the Individual Defendants and 
Relief Defendants or simply withdrawn as cash. In simple terms, Defendants treated dozens 
of 
elderly investors as their personal ATM machines. 
4. The Defendants fraudulently obtained at least $9 million from over 300 investors 
during the Relevant Period. In one particularly egregious case, Damon and Malloy spent months 
earning the trust 
of an elderly veteran in order to defraud him of$300,000. 
2 

5. In many cases, the Individual Defendants provided investors with misleading 
account statements showing that the shares the investors purchased were being held for 
safekeeping in their Premier Links accounts awaiting the promised IPOs. 
In tact, many of the 
investors' purported purchases 
of shares are not reflected in the transfer agent records for the 
relevant companies, indicating that shares were never purchased for these investors and that the 
Individual Defendants simply stole the investors' money. 
6. As a result ofthis conduct, Defendants violated the anti-fraud provisions of the 
Securities Act 
of 1933 ("Securities Act") and the Securities Exchange Act of 1934 ("Exchange 
Act"). 
By acting as a broker-dealer without being registered as, or associated with, a registered 
broker-dealer, Defendants also violated the broker-dealer registration provisions 
of the Exchange 
Act. 
By offering and selling securities for which no registration statement was in effect, and for 
which no exemption from registration was available, Defendants also violated Section 5 
ofthe 
Securities Act. 
7. The Commission seeks permanent injunctions against the Defendants, 
disgorgement 
of ill-gotten gains and prejudgment interest thereon from the Defendants and 
Relief Defendants, and civil monetary penalties from the Defendants. 
VIOLATIONS 
8. By virtue of the conduct alleged herein, the Defendants have violated Sections 
5(a), 5(c), and 17(a) 
ofthe Securities Act, 15 U.S.C. §§ 77e(a) and (c), and §77q(a). Defendants 
also violated Sections 10(b) and 15(a) 
ofthe Exchange Act, 15 U.S.C. § 78j(b) and§ 78o(a), and 
Rule 1 
Ob-5 thereunder, 17 C.F.R. § 240.1 Ob-5. 
9. Unless the Defendants are permanently restrained and enjoined, they each will 
again engage in the acts, practices, and courses 
of conduct set forth in this Complaint, or in acts 
and transactions 
of similar type and object. 
3 

JURISDICTION AND VENUE 
10. 
The Commission brings this action pursuant to the authority conferred by Section 
20(b) 
ofthe Securities Act, 15 U.S.C. § 77t(b), and Section 21 (d) ofthe Exchange Act, 15 U.S.C. 
§ 78u(d). 
11. This Court has jurisdiction over this action pursuant to Section 22(a) 
ofthe 
Securities Act, 
15 U.S.C. § 77v(a), and Sections 21(e) and 27 ofthe Exchange Act, 15 U.S.C. § 
78u( e) and 78aa. Defendants, directly 
or indirectly, singly or in concert, have made use ofthe 
means 
or instrumentalities of transportation or communication in, or the instrumentalities of, 
interstate commerce, 
or ofthe mails, in connection with the transactions, acts, practices, and 
courses 
ofbusiness alleged herein. 
12. Venue lies in this district pursuant to Section 22( a) 
ofthe Securities Act, 15 
U.S.C. § 77v(a), and Section 27 ofthe Exchange Act, 15 U.S.C. § 78aa, in that certain of the 
transactions, acts, practices and courses 
of business constituting the violations alleged herein 
occurred within the Eastern District 
of New York. Among other things, Defendants solicited 
investments in securities from Premier Links' location 
in this District. 
FACTS 
Defendants 
13. Premier Links is a New York corporation that during the Relevant Period 
maintained a place 
ofbusiness in Staten Island, New York, and held itself out as a broker-dealer, 
although it  has never been registered with the Commission as a broker-dealer 
or in any other 
capacity. 
14. Malloy was 
the President ofPremier Links from at least August 2007 to the end 
ofthe Relevant Period. He was also a sales representative and solicited investments in 
unregistered securities 
on behalf ofPremier Links throughout the Relevant Period. Malloy 
4 

resides in Staten Island, New York. He has never been registered with the Commission in any 
capacity. 
15. Damon was a sales representative and solicited investments in unregistered 
securities on behalf 
of Premier Links during the Relevant Period. He is  believed to reside in 
Queens, New York. Damon has never been registered with the Commission in any capacity. 
16. Ruffin was a sales representative and solicited investments in unregistered 
securities on behalf of Premier Links during the Relevant Period. He is  believed to reside in 
Queens, New York. Ruffin has never been registered with the Commission in any capacity. 
Relief Defendants 
17. DeSantis was affiliated with Premier links during the Relevant Period. He 
received at least $893,290 in misappropriated investor funds from Premier Links that were 
diverted 
to NYC Claims, a New York corporation which he and Bloome controlled. DeSantis 
resides in Staten Island, New York. 
18. Bloome was affiliated with Premier Links throughout the Relevant Period. He 
received at least $500,000 in misappropriated investor funds through checks made payable to 
cash and cash withdrawals from Premier Links, and at least $893,290 in misappropriated 
investor funds diverted to NYC Claims, which he and DeSantis controlled. Bloome resides in 
Staten Island, New York. 
19. Byrne received at least $57,025 in misappropriated investor funds through 
payments from Premier Links. In addition, Byrne received approximately $497,850 in 
misappropriated investor funds from Premier Links through cashiers' checks made out to Quatro 
Holdings, a New York corporation he controlled, and $418,200 through checks and cashiers' 
5 

checks made out to "Jo May Linens;' but which were endorsed by Byme. He resides in Staten 
Island, New York. 
20. 
Spinelli was the President of Premier Links from at least December 2005 through 
September 2007. He received at least $458,560 in misappropriated investor funds through 
checks from the primary Premier Links account and signed for over $250,000 in cash 
withdrawals and checks made payable 
to cash from that account. Throughout the Relevant 
Period, 
he was also the sole authorized signer on the secondary Premier Links bank account, 
which received over $500,000 in investor funds, although he and Amatulli shared actual control 
over that account. Spinelli is  believed to reside in Staten Island, New York. 
21. 
Amatulli was affiliated with Premier Links during the Relevant Period. Among 
other things, she acted as Premier Links' receptionist. Amatulli received at least $25,000 in 
misappropriated investor funds through checks from the primary Premier Links account. In 
addition, it appears she exercised control over the secondary Premier Links bank account that 
received over $500,000 in investor funds, much 
of which was withdrawn in cash or spent for her 
benefit. Amatulli resides in Brooklyn, New York. 
22. 
Jackson was affiliated with Premier Links during the Relevant Period. He 
received at least $197,500 in misappropriated investor funds through checks from Premier Links. 
Jackson is believed to reside in Hudson, New York. 
23. 
Anderson was affiliated with Premier Links during the Relevant Period. He 
received at least $74,000 in misappropriated investor funds through checks from Premier Links. 
Anderson is believed to reside in Queens, New York. 
6 

24. NYC Claims is  a New York corporation controlled by DeSantis and Bloome with 
no known substantive business operations. At least $893,290 of investor funds was diverted 
from Premier Links 
to NYC Claims. 
25. Quatro Holdings 
is an active New York corporation controlled by Byrne with no 
known substantive business operations. At least $497,850 
of investor funds was diverted from 
Premier Links to Quatro Holdings. 
Background 
26. Premier Links operated an unregistered broker-dealer from leased space in an 
industrial office park located at 
16 Shenandoah A venue, Staten Island. The Individual 
Defendants, who all worked at Premier Links, directed their sales efforts at vulnerable elderly 
investors 
by selecting their names trom a list they maintained and cold-calling them. When they 
established telephone contact with a prospective investor, the Individual Defendants aggressively 
pitched the proposed investments in speculative microcap and other companies and sought to 
build a relationship of trust and confidence with the prospective investor. After the investors 
agreed to invest, the Individual Defendants then repeatedly called them 
to pitch new investments. 
Defendants used these high-pressure sales tactics to sell the unregistered securities 
of at least 
four companies, two 
of which were never publicly traded: Axiologix Education Corporation 
("Axiologix"), Edumedia Software Solutions Corp. ("Edumedia"), Axiologix Holdings, Inc. 
("Axiologix Holdings"), and Digital Processing Solutions ("Digital") (collectively the "Issuers"). 
Defendants misappropriated over 90% 
of the proceeds fi·om the sale of the unregistered stock of 
the Issuers. 
7 

Axiologix 
27. Axiologix is  a Nevada corporation cunently headquartered 
in Atlanta, Georgia. 
During the Relevant Period, Axiologix was a self-described development stage company 
headquartered in Bedminster, New Jersey that purported to be in the educational software and 
services business. 
28. During the Relevant Period, the company's shares were 
at times quoted on the 
OTC-Pink marketplace 
ofthe OTC Markets Group, LLC or its predecessor, Pink Sheets LLC, 
under the symbol "AXLX." 
29. Axiologix filed an 
S-1 registration statement in connection with a public offering 
of certain shares of common stock that went effective on March 15,2010. In October 2011, 
Axiologix filed a Notice 
ofTennination of Registration under Section 12(g) of the Exchange Act 
and has not filed repmis with the Commission since that date. 
30. Each 
of the Individual Defendants pitched investments in Axiologix by telling 
prospective investors, among other things, that Premier Links was selling pre-IPO shares. The 
Individual Defendants assured prospective investors that by buying shares at low prices, they 
would profit when the share price soared after the soon-to-be conducted IPO. 
Axiologix Holdings 
31. Axiologix Holdings, Inc. ("Axiologix Holdings") was a private Nevada company 
based in Egg Harbor Township, New Jersey and controlled during the Relevant Period by the 
same individual who served as CEO and President 
of Axiologix. The Nevada Secretary of State 
revoked the company's charter in 2009. Since at least 2010, it purported to be Axiologix' s 
subsidiary, but it  had 
no substantive operations and simply maintained bank accounts and issued 
Axiologix share certificates. 
8 

32. Premier Links sales representatives pitched unregistered stock of Axiologix 
Holdings from at least 2009 through 2010. The sales representatives, who used the names 
Axiologix Holdings and Axiologix interchangeably when pitching the shares 
to investors, falsely 
told investors that Axiologix Holdings would imminently engage in an IPO. 
Edumedia 
33. Edumedia is  a self-described computer hardware and software technology 
supplier based in Mam1ora, New Jersey. During the Relevant Period, it  was controlled by the 
same individual who served as CEO and President 
of Axiologix. 
34. In January 2001, Edumedia filed an Amended 
Fonn 10SB12G to register some of 
its securities with the Commission pursuant to Section 12(g) ofthe Exchange Act, but then failed 
to file its required annual and quarterly reports during the Relevant Period. Edumedia tetminated 
its registration in March 2008. Edumedia described itself 
as a computer hardware and software 
supplier in the business 
ofproviding technology solutions to kindergarten through 12th grade 
educational institutions, real estate and law finns, and other business clients. 
35. Prior 
to 2012, each of the Individual Defendants induced investors to purchase 
shares 
of Edumedia by characterizing it as a promising educational software company that was 
on the brink 
of an IPO. Beginning in at least May 2012, each ofthe Individual Defendants 
pitched investors 
to purchase unregistered shares ofEdumedia by telling them that the company 
was going 
to go public within six months. 
Digital 
36. Digital was a privately held Texas corporation based in Melville, New York that 
was known as Merchant Media Solutions, Inc. ("Merchant Media") until it  changed its name 
to 
9 

Digital Processing Solutions in March 2008. Digital purportedly provided digital payment 
. .
processmg services. 
3
7. Premier Links purchased large blocks of unregistered Merchant Media and Digital 
shares directly from the company and then from at least 2009 through 
2011 purported to sell 
portions of those shares to investors. To induce investors to purchase the shares, sales 
representatives 
ofPremier Links, including each of the Individual Defendants, falsely told 
investors that the company's stock had previously publicly traded under the ticker symbol 
MHSU and would soon begin trading under the ticker symbol DPSO. 
Defendants' Misappropriation Scheme 
38. Since December 2005, Defendants induced investors to entrust Premier Links 
with at least $9.3 million to purchase unregistered stock in the Issuers, including at least $4 
million received since January 2010. Investors sent funds  via wire transfer or personal check to 
two accounts maintained by Premier Links 
to invest in the Issuers pitched by Premier Links sales 
representatives, including the Individual Defendants. Almost immediately thereafter, most 
of the 
funds were diverted to entities or persons connected to the Defendants and the Relief 
Defendants. In order to conceal and mask their misappropriation, the Defendants converted a 
significant portion 
of the funds into cash or transferred funds by check into entities that were 
controlled by the Defendants and Relief Defendants but had 
no substantive operations. Only 
$614,070 ofthe $9.3 million raised from the sale of stock in the Issuers, or less than 10 percent, 
was ultimately provided to the Issuers. 
39. The primary Premier Links account received approximately $8.8 million in 
investor funds since December 2005, including at least 
$3.6 million received since January 
10 

2010. Spinelli (starting in December 2005), Malloy (starting in August 2007), and Bloome 
(starting in May 
201 0) all had signature authority over this account through at least May 2012. 
40. 
As investor funds were received in the Premier Links account, the majority of 
the funds were transferred as follows: 
a) $1,411,087 to cash, including: 
1. $904,177 in checks written to cash, (at least $56,700 endorsed by 
Spinelli, $338,450 endorsed by Bloome and $383,200 endorsed by 
Malloy); 
2. $503,344 in teller cash withdrawals (at least $127,112 by Malloy, 
$176,256 by Bloome and $199,975 by Spinelli), and 
3. $3,566 in ATM withdrawals; 
b) $1,413,175 in checks 
or bank transfers to Malloy (including $475,425 to 
Malloy individually and $937,750 to D Biggest Corp., an account controlled 
by Malloy); 
c) $1,600,000 (approximately) spent by Premier Links on goods and services, 
including Premier Links' apparent overhead expenses and hundreds 
of 
thousands of dollars on apparent personal goods and services, such as airline 
tickets, hotel rooms, credit card payments, Walt Disney World reservations 
and tickets, car payments, gas stations, retail shopping (Bloomingdales, 
Gucci, Coach, Nordstrom), phone and cable bills, parking fines, rent and 
other items; 
d) $893,290 in checks 
or bank  transfers to NYC Claims; 
e) $400,000 (approximately) returned to investors; 
11 

f) $614,070 to the companies whose stock was sold by Premier Links 
(including 
$246,170 to Axiologix, $244,600 to Axiologix Holdings, and 
$48,300 to Digital); 
g) 
$497,850 to Quatro Holdings, primarily in the form of cashiers' checks, 
many 
of which were ordered by Bloome (which were then endorsed by 
Byrne); 
h) 
$418,200 in the form of checks or cashiers' checks to "Jo May Linens" 
(most 
of which were then endorsed by Byrne); 
i) $458,562 in checks to Spinelli; 
j) $57,025 in checks to Byrne; 
k) $29,150 in checks to Jackson; 
I) $25,1 I 6 in checks to Amatulli; 
m) $18,150 in checks to Damon; 
n) $17,065 in checks to Ruffin; 
o) 
$1,050 in checks to Anderson; 
p) $600,000 (approximately) to other individuals with apparent ties to Premier 
Links. 
41. A second Premier Links account received an additional $518,186 in investor 
funds from 
May 2007 (when the account was opened) through March 2012, including at least 
$316,000 received since January 2010. Spinelli had sole signing authority over this account 
from 
May 2007 to the present, but Amatulli also exercised control over the account. The 
statements for this secondary bank account were sent to Amatulli's home address, and Amatulli 
deposited investor funds in the account and withdrew investor funds in $700 increments via 
A
TM withdrawals on multiple occasions in 2012. 
12 

42. As investor funds were received in the second Premier Links account, the 
majority 
ofthe funds were distributed as follows: 
a) $334,018 was converted to cash (primarily through over 900 separate ATM 
withdrawals, many 
of which were in $700  increments, including the ATM 
withdrawals from this account made by Amatulli in 2012); 
b) $144,578 for purchases 
of apparent personal goods and services, primarily 
by debit card or online bill payment, including retail shopping 
(Bloomingdales, the Gap, Macy's, Kohls, 
Old Navy, Century 21, Pathmark, 
Rite Aid, Party City, Target, Home Depot, Toys R Us, Gamestop), 
restaurants, gas stations, credit card payments, residential rent payments, 
car payments, cable and phone bills (at least $20,953 
of these were online bill 
payments that specifically referenced Amatulli, including car payments 
to 
Ford Credit, Verizon, and Public Storage); 
c) $8,200 by check to Anderson; 
d) $7,430 by check to Spinelli. 
43. The $937,750 
of investor funds funneled to Malloy, in the name ofhis alter ego 
company, 
"D Biggest Corp." from the primary Premier Links account were further distributed by 
Malloy for his own uses or to other Defendants and Relief Defendants. The investor funds sent 
to Malloy's D Biggest Corp account were primarily distributed as follows: 
a) $266,167 converted to cash (including $191,997 in ATM withdrawals, 
$14,370 in checks paid to cash, and $59,800 in other cash withdrawals); 
b) $253,761 in various purchases, mostly apparent personal expenses 
of 
Malloy, including his condominium, utility and loan payments, Ford 
automobile payments, and a  variety 
of debit card purchases; 
c) $168,350 in checks to Jackson; 
13 

d) $87,753 in checks to Damon; 
e) $66,498 in checks to Anderson; 
f) $33,870 in checks to Ruffin; 
g) $5,955 in checks to Bloome; 
h) $940 in checks to Amatulli; and 
i) $46,753 in checks to other individuals with apparent ties to Premier Links. 
Defendants' Misrepresentations and Omissions 
44. From at least December 2005 through August 2012, Premier Links' sales 
representatives, including each 
of the Individual Defendants, used the same formula to induce 
investors to purchase stock in the Issuers. The sales representatives, including each 
of the 
Individual Defendants, stated that each company would soon conduct an IPO and that 
by buying 
shares at low pre-IPO prices, investors would profit when the share price soared after the IPO. 
45. The Defendants never disclosed to the investors that the vast majority 
of the funds 
they transmitted to Premier Links to purchase stock in the Issuers would never be sent to those 
companies, but would instead be spent 
by Premier Links for its own purposes or otherwise used 
by the Individual Defendants, the Relief Defendants and other affiliated individuals and entities. 
Each solicitation 
of funds by the Defendants was rendered misleading because ofthis material 
omission regarding the use 
of funds. 
46. In 
many cases, prospective investors were provided with and signed an 
Agreement to Purchase ("Stock Purchase Agreement") which stated, among other things: 
"I 
understand that Premier Links, Inc. will arrange to have the company transfer agent effect the 
issuance 
ofthe sharesfrom Premier Links, Inc. and the shares certificate representing this 
purchase will be sent to me at the address belmv." The Stock Purchase Agreements were 
typically accompanied by a cover letter signed 
by Malloy in his capacity as President ofPremier 
14 

Links. Contrary to the representations made in the Stock Purchase Agreement, Premier Links 
often did not arrange to have the transfer agent effect the issuance 
of the shares and many 
investors never received share certificates. 
47. At least 300 investors 
t!·om over 40 states sent funds to Premier Links to purchase 
unregistered shares 
of the Issuers. The following five investors are representative examples of 
victims of the Defendants' scheme. In each instance, the Defendants' solicitations were 
materially misleading because the Defendants failed 
to disclose that most of the funds sent to 
purchase stock in the Issuers would not be used for that purpose and would simply be 
misappropriated. 
Investor A -A 76-year-old retiree 
48. In May 2011, Malloy and Damon began pitching investments over the telephone 
to a 76-year-old Minnesota retiree ("Investor A"). Damon first contacted Investor A by cold-
calling him. After Investor A sent a $2,000 check 
to purchase shares of Axiologix, Damon 
subsequently pitched an investment in Edumedia stock and introduced Investor A 
to Malloy over 
the phone 
to reinforce Damon's sales points. 
49. Damon and Malloy told Investor A that Edumedia would soon conduct an IPO 
and that when the IPO occurred, the share price would increase. Neither Damon nor Malloy told 
Investor A that they had 
no reasonable basis for these representations and that the Defendants 
would simply misappropriate most, if not all, of the money he sent to purchase Edumedia shares. 
50. Investor A was solicited by Damon and Malloy shortly before Premier Links 
received funds from Investor A to purchase stock in Axiologix and Edumedia on the following 
dates: 
• 5/27/11 - $2,000 check 
• 9/8/11 - $3,000 check 
15 

• 11/23/11 - $2,866.70 check 
• 1 /2 7/12 - $2,400 check 
51. Investor A has never realized the promised 
return-and in fact has received no 
return-on his investments with Premier Links and lost all ofthe over $10,000 he invested with 
Premier Links. 
Investor 
B-An 88-year-old retired farmer 
52. Beginning in 2007 through May 2012, Ruffin repeatedly solicited investments 
from an 88-year-old retired Maryland farmer ("Investor B"). As a result 
ofRuffin's repeated 
telephone solicitations, Investor B sent checks to purchase shares in several speculative 
companies, including Axiologix and Edumedia. 
53. For each sale, Ruffl.n told Investor B that the companies were poised 
to conduct 
IPOs and that if Investor B immediately bought shares at a low plice, he would lock in profl.ts 
after the shares increased in value following the IPO. Ruffin never disclosed to Investor B that 
he had no reasonable basis for these representations and that Ruffl.n and other Defendants would 
simply misappropliate most, 
if not all, ofthe funds sent by Investor B to purchase stocks. 
54. For example, beginning in 2009 or 2010, Ruffin solicited investments by 
investors in Axiologix based on representations that it was going to conduct an IPO and the price 
would thereafter lise. Based on Ruffin's representations, throughout 2010 Investor B wired 
Premier Links thousands 
ofdollars to purchase what he understood to be over 100,000 shares of 
Axiologix stock. However, according to the financial statement Investor B later received from 
Premier Links, 
he was instead sold shares of Axiologix Holdings. Axiologix has no record that 
Investor B was ever a shareholder 
of Axiologix. 
55. 
In late 2011, Ruffin induced Investor B to purchase shares ofEdumedia at $0.10 
per share by telling Investor B that the company would soon be conducting an IPO. Ruffin never 
16 

disclosed to Investor B that he had no basis for this representation and that Ruffin and other 
Defendants would simply misappropriate most, 
if not all, of the funds sent by Investor B to 
purchase Edumedia stock. 
56. Investor B was solicited 
by one or more ofthe Individual Defendants to purchase 
stock in Axiologix and Edumedia shortly before the dates on which Premier Links received 
funds from Investor B: 
• 
10/29/07-$1,500 check 
• 
2/19/08 - $6,250 check 
• 
3/4/08 - $5,625 check 
• 
4/9/08 - $3,000 check 
• 
4/23/08-$7,200 check 
• 
2/11/09 - $5,400 check 
• 
5/27110 - $26,400 wire transfer 
• 
6/14/10-$9,000 wire transfer 
• 
917110-$6,000 wire transfer 
• 
9/23/10 - $3,822.40 wire transfer 
• 
10/22/10 - $15,000 check 
• 
12/20/11 - $3,043.30 check 
57. Investor B has never realized the promised retum-and in fact has received no 
retum-on his investments with Premier Links and lost all of the over $90,000 he invested with 
Premier Links. 
Investor C-A 76-year-old Air Force veteran 
58. In 2008 Damon cold-called a 76-year-old Air Force veteran in Tennessee 
("Investor C"). After Investor 
C's initial investment in March 2009, Damon and Ruffin 
contacted the investor on a regular basis to purchase shares 
ofAxiologix, Axiologix Holdings, 
and Digital. Beginning in about 2011, Ruffin replaced Damon as the principal contact for 
Investor 
C. Neither Damon nor Ruffin told Investor C that the Defendants would simply 
misappropriate most, 
if not all, ofthe money he sent to purchase shares. 
17 

59. Investor C was solicited to purchase stock by one or more of the Individual 
Defendants shortly before dates on which Premier Links received funds from Investor 
C: 
• 
3/3/09-$1,200 check 
• 
3110/09 - $5,000 check 
• 
3/20/09-$14,400 check 
• 
3/27/09 - $5,000 check 
• 
5/1/09 - $8,100 wire transfer 
• 
6/2/09 - $4,500 wire transfer 
• 
6/29/09-$10,000 wire transfer 
• 
7/17/09-$9,500 wire transfer 
• 
7/28/09 - $10,800 wire transfer 
• 
8114/09-$10,000 wire transfer 
• 
8/28/09 - $12,690 wire transfer 
• 
10113/09-$9,000 check 
• 
11/16/09 - $13,500 check 
• 
12111/09-$9,000 wire transfer 
• 
1/19110-$13,500 check 
• 
2112110-$10,000 wire transfer 
• 
3/8110 - $9,000 wire transfer 
• 
4/23110-$15,000 wire transfer 
• 
511711 0 -$24,7 50 wire transfer 
• 
7/9/10-$9,000 wire transfer 
• 
8/20110-$5,000 wire transfer 
• 
8/31/11 - $3,000 check 
• 
10/21111 - $10,000 wire transfer 
• 
10/27111-$10,000 wire transfer 
• 
11/1111 - $7,000 wire transfer 
• 
11/10111 -$7,860 wire transfer 
• 
11/28111 - $6,280 wire transfer 
• 
12/2/11 - $10,000 wire transfer 
• 
12/9111 - $6,000 wire transfer 
• 
12/13111 -$4,000 wire transfer 
• 
1119112-$10,000 wire transfer 
• 
2/2112 - $2,500 wire transfer 
• 
2117/12 - $5,000 wire transfer 
• 
3/2112 - $10,000 wire transfer 
60. Although Premier Links sent Investor C  account statements purportedly listing his 
holdings, Investor C has never received share certificates reflecting his investments despite 
receiving written documents from 
Premier Links -  signed 
by Malloy-indicating that he would 
18 

receive the shares. According to Axiologix and Digital records, Investor C was never issued 
shares 
ofthose companies; instead Defendants simply misappropriated the money he sent to 
Premier Links. 
61. Investor C has received no return on his investments with Premier Links and lost 
all 
ofthe approximately $300,000 he invested with Premier Links. 
Investor 
D-A 68-year-old Texas Retiree 
62. In or about July 20 l 0, Damon contacted a 68-year-old retiree living in Texas 
("Investor D"). Damon solicited Investor D to purchase the purported pre-IPO shares 
of 
Axiologix, telling Investor D that Axiologix would soon go public and predicting that the shares 
would be worth considerably more after the IPO. In July 2010, Investor D purchased 5,000 
shares 
of Axiologix at $.45 per share, for a total of$2,250. Damon never disclosed to Investor D 
that 
he had no reasonable basis for these representations and that Damon and the other 
Defendants would simply misappropriate most, 
if not all, of the money he sent to purchase 
Axiologix shares. 
63. In November 2010, Damon solicited Investor D 
to purchase shares ofDigital at 
$.60 per share, and Investor D purchased 5,000 shares 
ofDigital for $3,000. Damon never told 
Investor D that the Defendants would simply misappropriate most, 
if not all, ofthe money he 
sent to purchase shares. 
64. Investor D has received no return on his investments with Premier Links and lost 
all 
ofthe $5,250 he invested with Premier Links. 
Investor 
E-A 75-year-old Pennsylvania Retiree 
65. In January 2007, Premier Links sales representatives cold-called a 75-year-old 
retiree in Pennsylvania ("Investor E"). Malloy and Ruffin were Investor 
E's contacts at Premier 
Links. 
19 

66. From January 2007 through at least March 2012, Malloy and Ruffin solicited 
multiple investments in Axiologix Holdings and Edumedia from Investor 
E. To induce Investor 
E to make these investments, Malloy and Ruffin told Investor E that these companies would each 
be conducting an IPO in the near future and that after the IPOs occurred, Investor E would make 
a significant profit. Malloy and Ruffin never told Investor E that they had no reasonable basis 
for these representations and that the Defendants would misappropriate most, 
if not all, of the 
money he sent 
to Premier Links to purchase the secmities. 
67. As a result 
of these solicitations, from December 2009 through April 2010, 
Investor E sent over $30,000 to Premier Links to purchase shares of Axiologix Holdings. From 
August 
2011 through 2012, Premier Links' representatives solicited investments in Edumedia 
stock from Investor 
E. In early 2012, Ruffin induced Investor E to purchase shares of Edumedia 
but failed to tell him that the Defendants would misappropriate most, 
if not all, of the money he 
sent to purchase the securities. 
68. Investor E was solicited by one or more 
of the Individual Defendants to purchase 
stock in one or more 
of the Issuers shortly before the dates on which Premier Links received 
funds from Investor E: 
• 
6/22/07-$2,750 check 
• 
I0/18/07-$6,000 check 
• 
1114/08-$5,000 check 
• 
3/12/08 - $10,125 check 
• 
7/7/08-$7,200 check 
• 
8/26/08 - $4,000 check 
• 
10/23/08 - $3,000 check 
• 
12/12/08-$3,000 check 
• 
12/3/09 - $13,500 wire transfer 
• 
12/22/09-$9,000 check 
• 
219110 -$2,645 wire transfer 
• 
3/10110-$5,000 wire transfer 
• 
4/23/10-$3,000 wire transfer 
• 
6110/10-$9,611.55 wire transfer 
20 

• 12/20/10 - $5,514.30 wire transfer 
• 
3/21/11-$7,131.65wiretransfer 
• 8/26/11 - $6,245 wire transfer 
• 12/2/11 - $2,649.60 wire transfer 
• 1/20112-$10,000 wire transfer 
69. Investor E has received no return on his investments with Premier Links and lost 
all 
of the over $100,000 he invested with Premier Links. 
Defendants Provided Misleading Account Statements and 
Failed to Deliver Promised Share Certificates 
70. Premier Links sent Investors B, D, and E  crude account statements purportedly 
listing those investors' holdings. In some instances, these account statements contained false 
information about the investors' holdings, listing securities that were never purchased at values 
that bore no relation to actual market prices. For example, the account statements provided to 
Investors 
B (in April 2012) and E (in February 2012) listed holdings ofAxiologix Holdings and 
Edumedia as "positions" in their accounts, when in reality Premier Links had not arranged for 
the investor to actually purchase any shares 
ofthose companies. 
71. Some investors never received any share certificates 
or other documentation of 
their investments whatsoever. For example, Investor C never received share certificates 
reflecting his purpmied investments in Axiologix. When some investors contacted the 
companies' transfer agents about their share certificates, they were told that there was no record 
ofany shares in the investor's name. For example, Investor D wired $2,250 to Premier Links in 
July 2010 
to purchase Axiologix shares, but did not receive a share certificate for many months 
despite his repeated requests. Only after 
he called to complain to Axiologix's management and 
transfer agent, did Investor 
D learn that Premier Links had never arranged, as it had represented 
to him, to have the Axiologix shares issued to him. After his complaints, Investor 
D received the 
Axiologix share certificates in March 2011. 
21 

Defendants Failed to Register as Brokers or Dealers 
72. During the Relevant Period, Premier Links and Malloy, Damon and Ruffin, on 
behalf 
of Premier Links, sold securities while acting as unregistered brokers. Among other 
things, Premier Links representatives, including Malloy, Damon and Ruffin, used the telephone 
and the mails to effect purchases and sales of securities for the account of others, as described 
above. 
73. During the Relevant Period, Premier Links was never registered with the 
Commission as a broker-dealer, and Malloy, Damon and Ruffin were never associated with a 
broker-dealer registered with the Commission. 
74. Premier Links and Malloy, Damon and Ruffin, on behalf 
of Premier Links, 
actively solicited investors 
to purchase securities, provided advice to potential investors, made 
representations as 
to the merits of investing in the securities, and received compensation for 
selling securities in the fonn 
of a portion of funds received from investors. 
75. All 
of the money the Defendants received from investors resulted from operating 
an unregistered broker-dealer, which was Premier Links' sole business and only source 
of 
revenue. 
Defendants Illegally Offered and Sold Unregistered Shares 
76. During the Relevant Period, as described above, Premier Links and the Individual 
Defendants illegally sold and offered to sell shares 
of the Issuers for which no registration 
statement was in effect. 
77. No registration statement was effective dming the Relevant Period with respect 
to 
Defendants' sales of Edumedia, Axiologix Holdings and Digital stock, and the sales failed to 
qualify for an exemption from registration. 
22 

78. Although Axiologix registered an offering of its common stock in March 2010, 
this registration does not apply to Defendants' sales 
of Axiologix stock. By engaging in a 
general solicitation and distribution to the public, 
by purporting to offer and sell pre-IPO shares, 
and by selling shares in violation 
of and outside ofthe times permitted in the registered offering, 
Defendants did not comply with the tenns 
of the registration statement. 
79. No exemption applies to Defendants' sales 
of unregistered stock because the 
offers and sales were conducted 
by means of a general solicitation to numerous unaccredited and 
unsophisticated investors. 
80. Defendants used interstate means in connection with their offers and sales, 
specifically, they cold-called and solicited investments over the telephone and sent stock 
subscription agreements, share certificates and account statements via mail and express delivery 
services. 
FIRST CLAIM FOR RELIEF 
Violations of Section S(a) and (c) of the Securities Act 
(Sale 
of unregistered securities against all Defendants) 
81. Paragraphs 1 through 80 are re-alleged and reincorporated 
by reference as iffully 
set forth herein. 
82. The Defendants, directly or indirectly, singly and/or in concert with others, made 
use 
ofthe means or instruments oftransportation or communication in interstate commerce, or of 
the mails, to offer and sell securities through the use or medium of a prospectus or otherwise, or 
carried or caused to be caiTied through the mails or in interstate commerce, by means or 
instruments oftransportation, securities for the purpose of sale or for delivery after sale, when no 
registration statement had been filed 
or was in effect as to such securities, and when no 
exemption from registration was applicable. 
23 

83. By reason of the foregoing, the Defendants have violated and unless restrained 
and enjoined will continue to violate Sections 5(a) and 5(c) 
ofthe Securities Act, 15 U.S.C. §§ 
77e(a) & (c). 
SECOND CLAIM FOR RELIEF 
Violations 
of Section 17(a) of the Securities Act 
(Material misrepresentations and/or omissions against all Defendants) 
84. Paragraphs 1 through 
83 are re-alleged and reincorporated by reference as if fully 
set forth herein. 
85. Defendants' representations and omissions conceming the use 
of investor funds 
were material. 
86. Throughout the Relevant Period, including from at least January 2010 through the 
present, the Defendants, directly and indirectly, singly and/or in concert, knowingly or 
recklessly, 
by the use ofthe means and instruments of transportation or communication in 
interstate commerce or 
by the use of the mails, and in connection with the offer or sale of 
securities, have: (a) employed devices, schemes or artifices to defraud; (b) obtained money or 
property by means ofone or more untrue statements ofmaterial fact or one or more omissions of 
material fact necessary to make the statements, in light of the circumstances under which they 
were made, not misleading; or (c) engaged in one or more transactions, acts, practices 
or courses 
ofbusiness which operated or would operate as a fraud or deceit upon purchasers. 
87. 
By reason ofthe transactions, acts, omissions, practices, and courses ofbusiness 
set forth in this Complaint, the Defendants have violated, are violating, and unless restrained and 
enjoined, will continue to violate Section 17(a) 
of the Securities Act, 15 U.S.C. § 77q(a). 
24 

THIRD CLAIM FOR RELIEF 
Violations 
of Section lO(b) of the Exchange Act and Rule 10b-5(a) and (c) 
(Scheme to defraud against all Defendants) 
88. Paragraphs 1 through 87 are re-alleged and reincorporated 
by reference as if fully 
set forth herein. 
89. Throughout the Relevant 
Period, including from at least January 2010 through the 
present, the Defendants, directly and indirectly, singly and/or in concert, knowingly 
or 
recklessly, by the use of any means or instrumentality of interstate commerce or of the mails, and 
in connection with the purchase 
or sale of securities, have employed devices, schemes or artifices 
to defraud and/or engaged in one or more acts, practices or courses 
ofbusiness which operated or 
would operate as a fraud or deceit upon any person. 
90. By reason 
ofthe acts, omissions, practices, and courses ofbusiness set fOiih in 
this Complaint, the Defendants have violated, are violating, and unless restrained and enjoined, 
will continue to violate Section 1 
O(b) of the Exchange Act, 15 U.S.C. § 78j(b ), and Rule 1 Ob­
5(a) and (c) thereunder, 17 C.F.R. § 240.10b-5(a) and (c). 
FOURTH CLAIM FOR RELIEF 
Violations 
of Section 1O(b) of the Exchange Act and Rule 1 Ob-S(b) 
(Material misrepresentations and/or omissions against all Defendants) 
91. Paragraphs 1 through 90 are re-alleged and reincorporated 
by reference as iffully 
set forth herein. 
92. Defendants' representations and omissions concerning the use 
of investor funds 
were material. 
93. Throughout the Relevant Period, including from at least January 2010 through the 
present, the Defendants, directly and indirectly, singly and/or in concert, knowingly 
or 
25 

recklessly, by the use ofany means or instrumentality of interstate commerce or ofthe mails, and 
in connection with the purchase 
or sale ofsecurities, have made one or more untrue statements of 
material fact or one or more omissions ofmaterial fact necessary to make the statements made, 
in light of the circumstances under which they were made, not misleading. 
94. 
By reason of the acts, omissions, practices, and courses ofbusiness set forth in 
this Complaint, the Defendants have violated, are violating, and unless restrained and enjoined, 
will continue to violate Section IO(b) 
ofthe Exchange Act, 15 U.S.C. § 78j(b), and Rule lOb­
5(b) thereunder, 17 C.F.R. § 240.10b-5(b). 
FIFTH CLAIM FOR RELIEF 
Acting as an Unregistered Broker-Dealer 
in Violation of Section lS(a) of the Exchange Act 
(Against all Defendants) 
95. Paragraphs 1 through 94 are re-alleged and reincorporated by reference as if fully 
set forth herein. 
96. 
The Defendants have solicited purchases of and effected transactions in securities 
and 
have received compensation based on those transactions. The Defendants were not 
registered with the Commission as a broker or dealer, and the Defendants were not associated 
persons 
of a registered broker or dealer with respect to the conduct alleged in this Complaint. 
97. 
By engaging in the conduct described above, the Defendants made use ofthe 
mails 
or means or instrumentalities ofinterstate commerce to effect transactions in or to induce 
or attempt to induce the purchase or sale ofsecurities (other than an exempted security or 
commercial paper, bankers' acceptances, or commercial bills) without registering as a broker or 
dealer or as associated persons ofa registered broker dealer in accordance with Section 15 ofthe 
Exchange Act, 
15 U.S.C. § 78o(a). 
26 

98. By reason of the foregoing, the Defendants have violated and unless restrained 
and enjoined will continue to violate Section 15(a) of the Exchange Act, 15 U.S.C. § 78o(a). 
SIXTH CLAIM FOR RELIEF 
(Unjust Enrichment Against Relief Defendants) 
99. Paragraphs 1 through 
98 are re-alleged and reincorporated by reference as if fully 
set forth herein. 
100. ReliefDefendants DeSantis, Bloome, Byrne, Spinelli, Amatulli, Jackson, 
Anderson, Quatro Holdings, and NYC Claims have each, directly or indirectly, obtained investor 
funds from the fraudulent and illegal sales 
of securities alleged above under circumstances in 
which it is not just, equitable, or conscionable for the Relief Defendants to retain these ill-gotten 
gains. The Relief Defendants gave 
no legitimate consideration for their receipt ofthese ill-gotten 
gains and have no legitimate claim 
to these funds. The Relief Defendants have therefore each 
been unjustly enriched. 
101. The Commission is  entitled 
to an order, pursuant to common law equitable 
principles and pursuant to Section 21(d)(5) ofthe Exchange Act [15 U.S.C. §78u(d)(5)], 
requiting the Relief Defendants, and each of them, to disgorge all of the proceeds of the illegal 
activities described herein that each has received or from which each has benefitted, either 
directly or indirectly. 
PRAYER FOR RELIEF 
WHEREFORE, 
the Commission respectfully requests that the Court enter a judgment: 
I. 
Finding that Defendants each violated the securities laws and rules promulgated 
thereunder as alleged against them herein; 
27 

II. 
Pennanently enjoining and restraining Defendants and their agents, servants, employees 
and attorneys and all persons in active concert 
or participation with them who receive actual 
notice 
ofthe injunction by personal service or otherwise, and each ofthem, from committing 
future violations 
of Sections 5(a), 5(c) and 17(a) ofthe Securities Act [15 U.S.C. §§ 77e(a), (c) 
and 77q(a)], Sections 1 
O(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)] and 
Rule 
1Ob-5 promulgated thereunder [ 17 C.F.R. § 240.1 Ob-5], or alternatively, from aiding and 
abetting such future violations, as respectively alleged against them herein. 
III. 
Ordering Defendants, and each of them, to disgorge all ill-gotten gains obtained through 
the unlawful conduct describe above, plus prejudgment interest. 
IV. 
Ordering the Relief Defendants and each of them, to disgorge all funds each received, 
directly 
or indirectly, from the Defendants' unlawful conduct, together with prejudgment interest 
thereon. 
28 

v. 
Ordering the Defendants, and each of them, to pay an appropriate civil money penalty 
pursuant to Section 20(d) 
ofthe Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 
Exchange Act [15 U.S.C. 
§ 78u(d)(3)]. 
VI. 
Granting such other and further relief as this Court deems just and proper. 
Dated: December 18, 2014 
New York, New York 
OfCounsel: 
Amelia A. Cottrell 
Thomas 
P. Smith, Jr. 
Todd 
D. Brody 
Joshua Newville 
Peter A. Pizzani, Jr. 
Andrew 
M. Calamari 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Plaza, 200 Vesey Street 
New York, New York 10281-1022 
Telephone: (212) 336-0080 (Brody) 
Fax: (212) 336-1324 
brodyt(a),sec. gov 
29 

Andrew M. Calamari 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place, 200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0080 (Brody) 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

PREMIER LINKS, INC., DWAYNE MALLOY, 
CHRIS DAMON, THEIRRY RUFFIN a/k/a 
THEIRRY REGAN, 

Defendants, 

AND ­

JOHN DESANTIS, ROBERT BLOOME, 
JOSEPH J. BYRNE, NICHOLAS SPINELLI, 
MARGARET RA VA a/k/a MARGARET 
AMA TULLI, DARNEL JACKSON, FREDDIE 
ANDERSON, QUATRO HOLDINGS, INC., and 
NYC CLAIMS, INC., 

ReliefDefendants. 

ECF CASE 

COMPLAINT 

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (the "Commission") for its complaint 

against Defendants Premier Links, Inc. ("Premier Links"), Dwayne Malloy ("Malloy"), Chris 

Damon ("Damon"), and Theirry Ruffin a/k/a Theirry Regan ("Ruffin") (collectively 

"Defendants") and Relief Defendants John DeSantis ("DeSantis"), Robert Bloome ("Bloome"), 

Joseph J. Byrne ("Byrne"), Nicholas Spinelli ("Spinelli"), Margaret Rava, a!k/a Margaret 



Amatulli ("Amatulli"), Darnel Jackson ("Jackson"), Freddie Anderson ("Anderson"), Quatro 

Holdings, Inc., ("Quatro Holdings") and NYC Claims, Inc. ("NYC Claims") (collectively, the 

"Relief Defendants"), alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. Premier Links operated an unregistered broker-dealer in Staten Island, New York 

that functioned as a boiler room targeting elderly investors across the United States from at least 

December 2005 to approximately August 2012 (the "Relevant Period"). 

2. During the Relevant Period, sales representatives paid by Premier Links cold-

called prospective investors and pressured them to invest in the unregistered securities of 

speculative start-up companies, often stating that the companies would soon conduct initial 

public offerings ("IPOs"). These sales representatives, including Malloy, Damon, and Ruffin 

(the "Individual Defendants"), used high-pressure sales tactics to induce investors to purchase 

stock in these start-up companies. 

3. Defendants never disclosed that only a small fraction of the funds received from 

investors would be transmitted to the promoted companies. Instead of using the money as 

represented, Defendants misappropriated over 90% of the investors' money. Most of the money 

received from investors was siphoned to entities controlled by the Individual Defendants and 

Relief Defendants or simply withdrawn as cash. In simple terms, Defendants treated dozens of 

elderly investors as their personal ATM machines. 

4. The Defendants fraudulently obtained at least $9 million from over 300 investors 

during the Relevant Period. In one particularly egregious case, Damon and Malloy spent months 

earning the trust of an elderly veteran in order to defraud him of $300,000. 

2 



5. In many cases, the Individual Defendants provided investors with misleading 

account statements showing that the shares the investors purchased were being held for 

safekeeping in their Premier Links accounts awaiting the promised IPOs. In tact, many of the 

investors' purported purchases of shares are not reflected in the transfer agent records for the 

relevant companies, indicating that shares were never purchased for these investors and that the 

Individual Defendants simply stole the investors' money. 

6. As a result of this conduct, Defendants violated the anti-fraud provisions of the 

Securities Act of 1933 ("Securities Act") and the Securities Exchange Act of 1934 ("Exchange 

Act"). By acting as a broker-dealer without being registered as, or associated with, a registered 

broker-dealer, Defendants also violated the broker-dealer registration provisions of the Exchange 

Act. By offering and selling securities for which no registration statement was in effect, and for 

which no exemption from registration was available, Defendants also violated Section 5 of the 

Securities Act. 

7. The Commission seeks permanent injunctions against the Defendants, 

disgorgement of ill-gotten gains and prejudgment interest thereon from the Defendants and 

Relief Defendants, and civil monetary penalties from the Defendants. 

VIOLATIONS 

8. By virtue of the conduct alleged herein, the Defendants have violated Sections 

5(a), 5(c), and 17(a) ofthe Securities Act, 15 U.S.C. §§ 77e(a) and (c), and §77q(a). Defendants 

also violated Sections 10(b) and 15(a) ofthe Exchange Act, 15 U.S.C. § 78j(b) and§ 78o(a), and 

Rule 1 Ob-5 thereunder, 17 C.F.R. § 240.1 Ob-5. 

9. Unless the Defendants are permanently restrained and enjoined, they each will 

again engage in the acts, practices, and courses of conduct set forth in this Complaint, or in acts 

and transactions of similar type and object. 

3 



JURISDICTION AND VENUE 

10. The Commission brings this action pursuant to the authority conferred by Section 

20(b) of the Securities Act, 15 U.S.C. § 77t(b), and Section 21 (d) of the Exchange Act, 15 U.S.C. 

§ 78u(d). 

11. 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(e) and 27 ofthe Exchange Act, 15 U.S.C. § 

78u( e) and 78aa. Defendants, directly or indirectly, singly or in concert, have made use of the 

means or instrumentalities of transportation or communication in, or the instrumentalities of, 

interstate commerce, or of the mails, in connection with the transactions, acts, practices, and 

courses ofbusiness alleged herein. 

12. 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, in that certain of the 

transactions, acts, practices and courses of business constituting the violations alleged herein 

occurred within the Eastern District of New York. Among other things, Defendants solicited 

investments in securities from Premier Links' location in this District. 

FACTS 

Defendants 

13. Premier Links is a New York corporation that during the Relevant Period 

maintained a place of business in Staten Island, New York, and held itself out as a broker-dealer, 

although it has never been registered with the Commission as a broker-dealer or in any other 

capacity. 

14. Malloy was the President of Premier Links from at least August 2007 to the end 

of the Relevant Period. He was also a sales representative and solicited investments in 

unregistered securities on behalf of Premier Links throughout the Relevant Period. Malloy 

4 



resides in Staten Island, New York. He has never been registered with the Commission in any 

capacity. 

15. Damon was a sales representative and solicited investments in unregistered 

securities on behalf of Premier Links during the Relevant Period. He is believed to reside in 

Queens, New York. Damon has never been registered with the Commission in any capacity. 

16. Ruffin was a sales representative and solicited investments in unregistered 

securities on behalf of Premier Links during the Relevant Period. He is believed to reside in 

Queens, New York. Ruffin has never been registered with the Commission in any capacity. 

Relief Defendants 

17. DeSantis was affiliated with Premier links during the Relevant Period. He 

received at least $893,290 in misappropriated investor funds from Premier Links that were 

diverted to NYC Claims, a New York corporation which he and Bloome controlled. DeSantis 

resides in Staten Island, New York. 

18. Bloome was affiliated with Premier Links throughout the Relevant Period. He 

received at least $500,000 in misappropriated investor funds through checks made payable to 

cash and cash withdrawals from Premier Links, and at least $893,290 in misappropriated 

investor funds diverted to NYC Claims, which he and DeSantis controlled. Bloome resides in 

Staten Island, New York. 

19. Byrne received at least $57,025 in misappropriated investor funds through 

payments from Premier Links. In addition, Byrne received approximately $497,850 in 

misappropriated investor funds from Premier Links through cashiers' checks made out to Quatro 

Holdings, a New York corporation he controlled, and $418,200 through checks and cashiers' 

5 



checks made out to "Jo May Linens;' but which were endorsed by Byme. He resides in Staten 

Island, New York. 

20. Spinelli was the President of Premier Links from at least December 2005 through 

September 2007. He received at least $458,560 in misappropriated investor funds through 

checks from the primary Premier Links account and signed for over $250,000 in cash 

withdrawals and checks made payable to cash from that account. Throughout the Relevant 

Period, he was also the sole authorized signer on the secondary Premier Links bank account, 

which received over $500,000 in investor funds, although he and Amatulli shared actual control 

over that account. Spinelli is believed to reside in Staten Island, New York. 

21. Amatulli was affiliated with Premier Links during the Relevant Period. Among 

other things, she acted as Premier Links' receptionist. Amatulli received at least $25,000 in 

misappropriated investor funds through checks from the primary Premier Links account. In 

addition, it appears she exercised control over the secondary Premier Links bank account that 

received over $500,000 in investor funds, much of which was withdrawn in cash or spent for her 

benefit. Amatulli resides in Brooklyn, New York. 

22. Jackson was affiliated with Premier Links during the Relevant Period. He 

received at least $197,500 in misappropriated investor funds through checks from Premier Links. 

Jackson is believed to reside in Hudson, New York. 

23. Anderson was affiliated with Premier Links during the Relevant Period. He 

received at least $74,000 in misappropriated investor funds through checks from Premier Links. 

Anderson is believed to reside in Queens, New York. 

6 



24. NYC Claims is a New York corporation controlled by DeSantis and Bloome with 

no known substantive business operations. At least $893,290 of investor funds was diverted 

from Premier Links to NYC Claims. 

25. Quatro Holdings is an active New York corporation controlled by Byrne with no 

known substantive business operations. At least $497,850 of investor funds was diverted from 

Premier Links to Quatro Holdings. 

Background 

26. Premier Links operated an unregistered broker-dealer from leased space in an 

industrial office park located at 16 Shenandoah A venue, Staten Island. The Individual 

Defendants, who all worked at Premier Links, directed their sales efforts at vulnerable elderly 

investors by selecting their names trom a list they maintained and cold-calling them. When they 

established telephone contact with a prospective investor, the Individual Defendants aggressively 

pitched the proposed investments in speculative microcap and other companies and sought to 

build a relationship of trust and confidence with the prospective investor. After the investors 

agreed to invest, the Individual Defendants then repeatedly called them to pitch new investments. 

Defendants used these high-pressure sales tactics to sell the unregistered securities of at least 

four companies, two of which were never publicly traded: Axiologix Education Corporation 

("Axiologix"), Edumedia Software Solutions Corp. ("Edumedia"), Axiologix Holdings, Inc. 

("Axiologix Holdings"), and Digital Processing Solutions ("Digital") (collectively the "Issuers"). 

Defendants misappropriated over 90% of the proceeds fi·om the sale of the unregistered stock of 

the Issuers. 

7 



Axiologix 

27. Axiologix is a Nevada corporation cunently headquartered in Atlanta, Georgia. 

During the Relevant Period, Axiologix was a self-described development stage company 

headquartered in Bedminster, New Jersey that purported to be in the educational software and 

services business. 

28. During the Relevant Period, the company's shares were at times quoted on the 

OTC-Pink marketplace of the OTC Markets Group, LLC or its predecessor, Pink Sheets LLC, 

under the symbol "AXLX." 

29. Axiologix filed an S-1 registration statement in connection with a public offering 

of certain shares of common stock that went effective on March 15,2010. In October 2011, 

Axiologix filed a Notice ofTennination of Registration under Section 12(g) of the Exchange Act 

and has not filed repmis with the Commission since that date. 

30. Each of the Individual Defendants pitched investments in Axiologix by telling 

prospective investors, among other things, that Premier Links was selling pre-IPO shares. The 

Individual Defendants assured prospective investors that by buying shares at low prices, they 

would profit when the share price soared after the soon-to-be conducted IPO. 

Axiologix Holdings 

31. Axiologix Holdings, Inc. ("Axiologix Holdings") was a private Nevada company 

based in Egg Harbor Township, New Jersey and controlled during the Relevant Period by the 

same individual who served as CEO and President of Axiologix. The Nevada Secretary of State 

revoked the company's charter in 2009. Since at least 2010, it purported to be Axiologix' s 

subsidiary, but it had no substantive operations and simply maintained bank accounts and issued 

Axiologix share certificates. 

8 



32. Premier Links sales representatives pitched unregistered stock of Axiologix 

Holdings from at least 2009 through 2010. The sales representatives, who used the names 

Axiologix Holdings and Axiologix interchangeably when pitching the shares to investors, falsely 

told investors that Axiologix Holdings would imminently engage in an IPO. 

Edumedia 

33. Edumedia is a self-described computer hardware and software technology 

supplier based in Mam1ora, New Jersey. During the Relevant Period, it was controlled by the 

same individual who served as CEO and President of Axiologix. 

34. In January 2001, Edumedia filed an Amended Fonn 10SB12G to register some of 

its securities with the Commission pursuant to Section 12(g) of the Exchange Act, but then failed 

to file its required annual and quarterly reports during the Relevant Period. Edumedia tetminated 

its registration in March 2008. Edumedia described itself as a computer hardware and software 

supplier in the business of providing technology solutions to kindergarten through 12th grade 

educational institutions, real estate and law finns, and other business clients. 

35. Prior to 2012, each of the Individual Defendants induced investors to purchase 

shares of Edumedia by characterizing it as a promising educational software company that was 

on the brink of an IPO. Beginning in at least May 2012, each of the Individual Defendants 

pitched investors to purchase unregistered shares ofEdumedia by telling them that the company 

was going to go public within six months. 

Digital 

36. Digital was a privately held Texas corporation based in Melville, New York that 

was known as Merchant Media Solutions, Inc. ("Merchant Media") until it changed its name to 

9 



Digital Processing Solutions in March 2008. Digital purportedly provided digital payment 

. .
processmg services. 

37. Premier Links purchased large blocks of unregistered Merchant Media and Digital 

shares directly from the company and then from at least 2009 through 2011 purported to sell 

portions of those shares to investors. To induce investors to purchase the shares, sales 

representatives ofPremier Links, including each of the Individual Defendants, falsely told 

investors that the company's stock had previously publicly traded under the ticker symbol 

MHSU and would soon begin trading under the ticker symbol DPSO. 

Defendants' Misappropriation Scheme 

38. Since December 2005, Defendants induced investors to entrust Premier Links 

with at least $9.3 million to purchase unregistered stock in the Issuers, including at least $4 

million received since January 2010. Investors sent funds via wire transfer or personal check to 

two accounts maintained by Premier Links to invest in the Issuers pitched by Premier Links sales 

representatives, including the Individual Defendants. Almost immediately thereafter, most of the 

funds were diverted to entities or persons connected to the Defendants and the Relief 

Defendants. In order to conceal and mask their misappropriation, the Defendants converted a 

significant portion of the funds into cash or transferred funds by check into entities that were 

controlled by the Defendants and Relief Defendants but had no substantive operations. Only 

$614,070 ofthe $9.3 million raised from the sale of stock in the Issuers, or less than 10 percent, 

was ultimately provided to the Issuers. 

39. The primary Premier Links account received approximately $8.8 million in 

investor funds since December 2005, including at least $3.6 million received since January 

10 



2010. Spinelli (starting in December 2005), Malloy (starting in August 2007), and Bloome 

(starting in May 201 0) all had signature authority over this account through at least May 2012. 

40. As investor funds were received in the Premier Links account, the majority of 

the funds were transferred as follows: 

a) $1,411,087 to cash, including: 

1. $904,177 in checks written to cash, (at least $56,700 endorsed by 

Spinelli, $338,450 endorsed by Bloome and $383,200 endorsed by 

Malloy); 

2. $503,344 in teller cash withdrawals (at least $127,112 by Malloy, 

$176,256 by Bloome and $199,975 by Spinelli), and 

3. $3,566 in ATM withdrawals; 

b) $1,413,175 in checks or bank transfers to Malloy (including $475,425 to 

Malloy individually and $937,750 to D Biggest Corp., an account controlled 

by Malloy); 

c) $1,600,000 (approximately) spent by Premier Links on goods and services, 

including Premier Links' apparent overhead expenses and hundreds of 

thousands of dollars on apparent personal goods and services, such as airline 

tickets, hotel rooms, credit card payments, Walt Disney World reservations 

and tickets, car payments, gas stations, retail shopping (Bloomingdales, 

Gucci, Coach, Nordstrom), phone and cable bills, parking fines, rent and 

other items; 

d) $893,290 in checks or bank transfers to NYC Claims; 

e) $400,000 (approximately) returned to investors; 

11 



f) $614,070 to the companies whose stock was sold by Premier Links 

(including $246,170 to Axiologix, $244,600 to Axiologix Holdings, and 

$48,300 to Digital); 

g) $497,850 to Quatro Holdings, primarily in the form of cashiers' checks, 

many of which were ordered by Bloome (which were then endorsed by 

Byrne); 

h) $418,200 in the form of checks or cashiers' checks to "Jo May Linens" 

(most of which were then endorsed by Byrne); 

i) $458,562 in checks to Spinelli; 

j) $57,025 in checks to Byrne; 

k) $29,150 in checks to Jackson; 

I) $25,1 I 6 in checks to Amatulli; 

m) $18,150 in checks to Damon; 

n) $17,065 in checks to Ruffin; 

o) $1,050 in checks to Anderson; 

p) $600,000 (approximately) to other individuals with apparent ties to Premier 

Links. 

41. A second Premier Links account received an additional $518,186 in investor 

funds from May 2007 (when the account was opened) through March 2012, including at least 

$316,000 received since January 2010. Spinelli had sole signing authority over this account 

from May 2007 to the present, but Amatulli also exercised control over the account. The 

statements for this secondary bank account were sent to Amatulli's home address, and Amatulli 

deposited investor funds in the account and withdrew investor funds in $700 increments via 

ATM withdrawals on multiple occasions in 2012. 

12 



42. As investor funds were received in the second Premier Links account, the 

majority of the funds were distributed as follows: 

a) $334,018 was converted to cash (primarily through over 900 separate ATM 

withdrawals, many of which were in $700 increments, including the ATM 

withdrawals from this account made by Amatulli in 2012); 

b) $144,578 for purchases of apparent personal goods and services, primarily 

by debit card or online bill payment, including retail shopping 

(Bloomingdales, the Gap, Macy's, Kohls, Old Navy, Century 21, Pathmark, 

Rite Aid, Party City, Target, Home Depot, Toys R Us, Gamestop), 

restaurants, gas stations, credit card payments, residential rent payments, 

car payments, cable and phone bills (at least $20,953 of these were online bill 

payments that specifically referenced Amatulli, including car payments to 

Ford Credit, Verizon, and Public Storage); 

c) $8,200 by check to Anderson; 

d) $7,430 by check to Spinelli. 

43. The $937,750 of investor funds funneled to Malloy, in the name ofhis alter ego 

company, "D Biggest Corp." from the primary Premier Links account were further distributed by 

Malloy for his own uses or to other Defendants and Relief Defendants. The investor funds sent 

to Malloy's D Biggest Corp account were primarily distributed as follows: 

a) $266,167 converted to cash (including $191,997 in ATM withdrawals, 

$14,370 in checks paid to cash, and $59,800 in other cash withdrawals); 

b) $253,761 in various purchases, mostly apparent personal expenses of 

Malloy, including his condominium, utility and loan payments, Ford 

automobile payments, and a variety of debit card purchases; 

c) $168,350 in checks to Jackson; 

13 



d) $87,753 in checks to Damon; 

e) $66,498 in checks to Anderson; 

f) $33,870 in checks to Ruffin; 

g) $5,955 in checks to Bloome; 

h) $940 in checks to Amatulli; and 

i) $46,753 in checks to other individuals with apparent ties to Premier Links. 

Defendants' Misrepresentations and Omissions 

44. From at least December 2005 through August 2012, Premier Links' sales 

representatives, including each of the Individual Defendants, used the same formula to induce 

investors to purchase stock in the Issuers. The sales representatives, including each of the 

Individual Defendants, stated that each company would soon conduct an IPO and that by buying 

shares at low pre-IPO prices, investors would profit when the share price soared after the IPO. 

45. The Defendants never disclosed to the investors that the vast majority of the funds 

they transmitted to Premier Links to purchase stock in the Issuers would never be sent to those 

companies, but would instead be spent by Premier Links for its own purposes or otherwise used 

by the Individual Defendants, the Relief Defendants and other affiliated individuals and entities. 

Each solicitation of funds by the Defendants was rendered misleading because of this material 

omission regarding the use of funds. 

46. In many cases, prospective investors were provided with and signed an 

Agreement to Purchase ("Stock Purchase Agreement") which stated, among other things: "I 

understand that Premier Links, Inc. will arrange to have the company transfer agent effect the 

issuance ofthe sharesfrom Premier Links, Inc. and the shares certificate representing this 

purchase will be sent to me at the address belmv." The Stock Purchase Agreements were 

typically accompanied by a cover letter signed by Malloy in his capacity as President of Premier 

14 



Links. Contrary to the representations made in the Stock Purchase Agreement, Premier Links 

often did not arrange to have the transfer agent effect the issuance of the shares and many 

investors never received share certificates. 

47. At least 300 investors t!·om over 40 states sent funds to Premier Links to purchase 

unregistered shares of the Issuers. The following five investors are representative examples of 

victims of the Defendants' scheme. In each instance, the Defendants' solicitations were 

materially misleading because the Defendants failed to disclose that most of the funds sent to 

purchase stock in the Issuers would not be used for that purpose and would simply be 

misappropriated. 

Investor A -A 76-year-old retiree 

48. In May 2011, Malloy and Damon began pitching investments over the telephone 

to a 76-year-old Minnesota retiree ("Investor A"). Damon first contacted Investor A by cold-

calling him. After Investor A sent a $2,000 check to purchase shares of Axiologix, Damon 

subsequently pitched an investment in Edumedia stock and introduced Investor A to Malloy over 

the phone to reinforce Damon's sales points. 

49. Damon and Malloy told Investor A that Edumedia would soon conduct an IPO 

and that when the IPO occurred, the share price would increase. Neither Damon nor Malloy told 

Investor A that they had no reasonable basis for these representations and that the Defendants 

would simply misappropriate most, if not all, of the money he sent to purchase Edumedia shares. 

50. Investor A was solicited by Damon and Malloy shortly before Premier Links 

received funds from Investor A to purchase stock in Axiologix and Edumedia on the following 

dates: 

• 5/27/11 - $2,000 check 
• 9/8/11 - $3,000 check 

15 



• 11/23/11 - $2,866.70 check 
• 1 /2 7/12 - $2,400 check 

51. Investor A has never realized the promised return- and in fact has received no 

return- on his investments with Premier Links and lost all of the over $10,000 he invested with 

Premier Links. 

Investor B-An 88-year-old retired farmer 

52. Beginning in 2007 through May 2012, Ruffin repeatedly solicited investments 

from an 88-year-old retired Maryland farmer ("Investor B"). As a result of Ruffin's repeated 

telephone solicitations, Investor B sent checks to purchase shares in several speculative 

companies, including Axiologix and Edumedia. 

53. For each sale, Ruffl.n told Investor B that the companies were poised to conduct 

IPOs and that if Investor B immediately bought shares at a low plice, he would lock in profl.ts 

after the shares increased in value following the IPO. Ruffin never disclosed to Investor B that 

he had no reasonable basis for these representations and that Ruffl.n and other Defendants would 

simply misappropliate most, if not all, of the funds sent by Investor B to purchase stocks. 

54. For example, beginning in 2009 or 2010, Ruffin solicited investments by 

investors in Axiologix based on representations that it was going to conduct an IPO and the price 

would thereafter lise. Based on Ruffin's representations, throughout 2010 Investor B wired 

Premier Links thousands of dollars to purchase what he understood to be over 100,000 shares of 

Axiologix stock. However, according to the financial statement Investor B later received from 

Premier Links, he was instead sold shares of Axiologix Holdings. Axiologix has no record that 

Investor B was ever a shareholder of Axiologix. 

55. In late 2011, Ruffin induced Investor B to purchase shares ofEdumedia at $0.10 

per share by telling Investor B that the company would soon be conducting an IPO. Ruffin never 

16 

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http:2,866.70


disclosed to Investor B that he had no basis for this representation and that Ruffin and other 

Defendants would simply misappropriate most, if not all, of the funds sent by Investor B to 

purchase Edumedia stock. 

56. Investor B was solicited by one or more of the Individual Defendants to purchase 

stock in Axiologix and Edumedia shortly before the dates on which Premier Links received 

funds from Investor B: 

• 10/29/07- $1,500 check 
• 2/19/08 - $6,250 check 

• 3/4/08 - $5,625 check 

• 4/9/08 - $3,000 check 
• 4/23/08- $7,200 check 

• 2/11/09 - $5,400 check 

• 5/27110 - $26,400 wire transfer 
• 6/14/10- $9,000 wire transfer 
• 917110- $6,000 wire transfer 
• 9/23/10 - $3,822.40 wire transfer 
• 10/22/10 - $15,000 check 

• 12/20/11 - $3,043.30 check 

57. Investor B has never realized the promised retum- and in fact has received no 

retum- on his investments with Premier Links and lost all of the over $90,000 he invested with 

Premier Links. 

Investor C- A 76- year-old Air Force veteran 

58. In 2008 Damon cold-called a 76-year-old Air Force veteran in Tennessee 

("Investor C"). After Investor C's initial investment in March 2009, Damon and Ruffin 

contacted the investor on a regular basis to purchase shares of Axiologix, Axiologix Holdings, 

and Digital. Beginning in about 2011, Ruffin replaced Damon as the principal contact for 

Investor C. Neither Damon nor Ruffin told Investor C that the Defendants would simply 

misappropriate most, if not all, of the money he sent to purchase shares. 

17 

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http:3,822.40


59. Investor C was solicited to purchase stock by one or more of the Individual 

Defendants shortly before dates on which Premier Links received funds from Investor C: 

• 3/3/09- $1,200 check 

• 3110/09 - $5,000 check 

• 3/20/09- $14,400 check 

• 3/27/09 - $5,000 check 

• 5/1/09 - $8,100 wire transfer 

• 6/2/09 - $4,500 wire transfer 

• 6/29/09- $10,000 wire transfer 

• 7/17/09- $9,500 wire transfer 

• 7/28/09 - $10,800 wire transfer 

• 8114/09- $10,000 wire transfer 

• 8/28/09 - $12,690 wire transfer 

• 10113/09-$9,000 check 

• 11/16/09 - $13,500 check 

• 12111/09-$9,000 wire transfer 

• 1/19110-$13,500 check 

• 2112110-$10,000 wire transfer 

• 3/8110 - $9,000 wire transfer 

• 4/23110- $15,000 wire transfer 

• 511711 0 - $24,7 50 wire transfer 

• 7/9/10-$9,000 wire transfer 

• 8/20110- $5,000 wire transfer 

• 8/31/11 - $3,000 check 

• 10/21111 - $10,000 wire transfer 

• 10/27111-$10,000 wire transfer 

• 11/1111 - $7,000 wire transfer 

• 11/10111 -$7,860 wire transfer 

• 11/28111 - $6,280 wire transfer 

• 12/2/11 - $10,000 wire transfer 

• 12/9111 - $6,000 wire transfer 

• 12/13111 -$4,000 wire transfer 

• 1119112-$10,000 wire transfer 

• 2/2112 - $2,500 wire transfer 

• 2117/12 - $5,000 wire transfer 

• 3/2112 - $10,000 wire transfer 

60. Although Premier Links sent Investor C account statements purportedly listing his 

holdings, Investor C has never received share certificates reflecting his investments despite 

receiving written documents from Premier Links - signed by Malloy- indicating that he would 

18 



receive the shares. According to Axiologix and Digital records, Investor C was never issued 

shares of those companies; instead Defendants simply misappropriated the money he sent to 

Premier Links. 

61. Investor C has received no return on his investments with Premier Links and lost 

all of the approximately $300,000 he invested with Premier Links. 

Investor D- A 68-year-old Texas Retiree 

62. In or about July 20 l 0, Damon contacted a 68-year-old retiree living in Texas 

("Investor D"). Damon solicited Investor D to purchase the purported pre-IPO shares of 

Axiologix, telling Investor D that Axiologix would soon go public and predicting that the shares 

would be worth considerably more after the IPO. In July 2010, Investor D purchased 5,000 

shares of Axiologix at $.45 per share, for a total of $2,250. Damon never disclosed to Investor D 

that he had no reasonable basis for these representations and that Damon and the other 

Defendants would simply misappropriate most, if not all, of the money he sent to purchase 

Axiologix shares. 

63. In November 2010, Damon solicited Investor D to purchase shares ofDigital at 

$.60 per share, and Investor D purchased 5,000 shares of Digital for $3,000. Damon never told 

Investor D that the Defendants would simply misappropriate most, if not all, of the money he 

sent to purchase shares. 

64. Investor D has received no return on his investments with Premier Links and lost 

all ofthe $5,250 he invested with Premier Links. 

Investor E- A 75-year-old Pennsylvania Retiree 

65. In January 2007, Premier Links sales representatives cold-called a 75-year-old 

retiree in Pennsylvania ("Investor E"). Malloy and Ruffin were Investor E's contacts at Premier 

Links. 

19 



66. From January 2007 through at least March 2012, Malloy and Ruffin solicited 

multiple investments in Axiologix Holdings and Edumedia from Investor E. To induce Investor 

E to make these investments, Malloy and Ruffin told Investor E that these companies would each 

be conducting an IPO in the near future and that after the IPOs occurred, Investor E would make 

a significant profit. Malloy and Ruffin never told Investor E that they had no reasonable basis 

for these representations and that the Defendants would misappropriate most, if not all, of the 

money he sent to Premier Links to purchase the secmities. 

67. As a result of these solicitations, from December 2009 through April 2010, 

Investor E sent over $30,000 to Premier Links to purchase shares of Axiologix Holdings. From 

August 2011 through 2012, Premier Links' representatives solicited investments in Edumedia 

stock from Investor E. In early 2012, Ruffin induced Investor E to purchase shares of Edumedia 

but failed to tell him that the Defendants would misappropriate most, if not all, of the money he 

sent to purchase the securities. 

68. Investor E was solicited by one or more of the Individual Defendants to purchase 

stock in one or more of the Issuers shortly before the dates on which Premier Links received 

funds from Investor E: 

• 6/22/07- $2,750 check 

• I0/18/07- $6,000 check 
• 1114/08- $5,000 check 
• 3/12/08 - $10,125 check 
• 7/7/08- $7,200 check 

• 8/26/08 - $4,000 check 
• 10/23/08 - $3,000 check 
• 12/12/08- $3,000 check 
• 12/3/09 - $13,500 wire transfer 
• 12/22/09-$9,000 check 

• 219110 - $2,645 wire transfer 

• 3/10110- $5,000 wire transfer 
• 4/23/10- $3,000 wire transfer 
• 6110/10-$9,611.55 wire transfer 

20 

http:6110/10-$9,611.55• 12/20/10 - $5,514.30 wire transfer 
• 3/21/11-$7,131.65wiretransfer 
• 8/26/11 - $6,245 wire transfer 
• 12/2/11 - $2,649.60 wire transfer 
• 1/20112- $10,000 wire transfer 

69. Investor E has received no return on his investments with Premier Links and lost 

all of the over $100,000 he invested with Premier Links. 

Defendants Provided Misleading Account Statements and 
Failed to Deliver Promised Share Certificates 

70. Premier Links sent Investors B, D, and E crude account statements purportedly 

listing those investors' holdings. In some instances, these account statements contained false 

information about the investors' holdings, listing securities that were never purchased at values 

that bore no relation to actual market prices. For example, the account statements provided to 

Investors B (in April 2012) and E (in February 2012) listed holdings of Axiologix Holdings and 

Edumedia as "positions" in their accounts, when in reality Premier Links had not arranged for 

the investor to actually purchase any shares of those companies. 

71. Some investors never received any share certificates or other documentation of 

their investments whatsoever. For example, Investor C never received share certificates 

reflecting his purpmied investments in Axiologix. When some investors contacted the 

companies' transfer agents about their share certificates, they were told that there was no record 

of any shares in the investor's name. For example, Investor D wired $2,250 to Premier Links in 

July 2010 to purchase Axiologix shares, but did not receive a share certificate for many months 

despite his repeated requests. Only after he called to complain to Axiologix's management and 

transfer agent, did Investor D learn that Premier Links had never arranged, as it had represented 

to him, to have the Axiologix shares issued to him. After his complaints, Investor D received the 

Axiologix share certificates in March 2011. 

21 

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http:5,514.30


Defendants Failed to Register as Brokers or Dealers 

72. During the Relevant Period, Premier Links and Malloy, Damon and Ruffin, on 

behalf of Premier Links, sold securities while acting as unregistered brokers. Among other 

things, Premier Links representatives, including Malloy, Damon and Ruffin, used the telephone 

and the mails to effect purchases and sales of securities for the account of others, as described 

above. 

73. During the Relevant Period, Premier Links was never registered with the 

Commission as a broker-dealer, and Malloy, Damon and Ruffin were never associated with a 

broker-dealer registered with the Commission. 

74. Premier Links and Malloy, Damon and Ruffin, on behalf of Premier Links, 

actively solicited investors to purchase securities, provided advice to potential investors, made 

representations as to the merits of investing in the securities, and received compensation for 

selling securities in the fonn of a portion of funds received from investors. 

75. All of the money the Defendants received from investors resulted from operating 

an unregistered broker-dealer, which was Premier Links' sole business and only source of 

revenue. 

Defendants Illegally Offered and Sold Unregistered Shares 

76. During the Relevant Period, as described above, Premier Links and the Individual 

Defendants illegally sold and offered to sell shares of the Issuers for which no registration 

statement was in effect. 

77. No registration statement was effective dming the Relevant Period with respect to 

Defendants' sales of Edumedia, Axiologix Holdings and Digital stock, and the sales failed to 

qualify for an exemption from registration. 

22 



78. Although Axiologix registered an offering of its common stock in March 2010, 

this registration does not apply to Defendants' sales of Axiologix stock. By engaging in a 

general solicitation and distribution to the public, by purporting to offer and sell pre-IPO shares, 

and by selling shares in violation of and outside of the times permitted in the registered offering, 

Defendants did not comply with the tenns of the registration statement. 

79. No exemption applies to Defendants' sales of unregistered stock because the 

offers and sales were conducted by means of a general solicitation to numerous unaccredited and 

unsophisticated investors. 

80. Defendants used interstate means in connection with their offers and sales, 

specifically, they cold-called and solicited investments over the telephone and sent stock 

subscription agreements, share certificates and account statements via mail and express delivery 

services. 

FIRST CLAIM FOR RELIEF 

Violations of Section S(a) and (c) of the Securities Act 
(Sale of unregistered securities against all Defendants) 

81. Paragraphs 1 through 80 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

82. The Defendants, directly or indirectly, singly and/or in concert with others, made 

use ofthe means or instruments of transportation or communication in interstate commerce, or of 

the mails, to offer and sell securities through the use or medium of a prospectus or otherwise, or 

carried or caused to be caiTied through the mails or in interstate commerce, by means or 

instruments of transportation, securities for the purpose of sale or for delivery after sale, when no 

registration statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

23 



83. By reason of the foregoing, the Defendants have violated and unless restrained 

and enjoined will continue to violate Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 

77e(a) & (c). 

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act 
(Material misrepresentations and/or omissions against all Defendants) 

84. Paragraphs 1 through 83 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

85. Defendants' representations and omissions conceming the use of investor funds 

were material. 

86. Throughout the Relevant Period, including from at least January 2010 through the 

present, the Defendants, directly and indirectly, singly and/or in concert, knowingly or 

recklessly, by the use of the means and instruments of transportation or communication in 

interstate commerce or by the use of the mails, and in connection with the offer or sale of 

securities, have: (a) employed devices, schemes or artifices to defraud; (b) obtained money or 

property by means of one or more untrue statements of material fact or one or more omissions of 

material fact necessary to make the statements, in light of the circumstances under which they 

were made, not misleading; or (c) engaged in one or more transactions, acts, practices or courses 

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

87. By reason of the transactions, acts, omissions, practices, and courses ofbusiness 

set forth in this Complaint, the Defendants have violated, are violating, and unless restrained and 

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

24 



THIRD CLAIM FOR RELIEF 

Violations of Section lO(b) of the Exchange Act and Rule 10b-5(a) and (c) 

(Scheme to defraud against all Defendants) 

88. Paragraphs 1 through 87 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

89. Throughout the Relevant Period, including from at least January 2010 through the 

present, the Defendants, directly and indirectly, singly and/or in concert, knowingly or 

recklessly, by the use of any means or instrumentality of interstate commerce or of the mails, and 

in connection with the purchase or sale of securities, have employed devices, schemes or artifices 

to defraud and/or engaged in one or more acts, practices or courses of business which operated or 

would operate as a fraud or deceit upon any person. 

90. By reason of the acts, omissions, practices, and courses of business set fOiih in 

this Complaint, the Defendants have violated, are violating, and unless restrained and enjoined, 

will continue to violate Section 1 O(b) of the Exchange Act, 15 U .S.C. § 78j(b ), and Rule 1 Ob­

5(a) and (c) thereunder, 17 C.F.R. § 240.10b-5(a) and (c). 

FOURTH CLAIM FOR RELIEF 

Violations of Section 1O(b) of the Exchange Act and Rule 1 Ob-S(b) 
(Material misrepresentations and/or omissions against all Defendants) 

91. Paragraphs 1 through 90 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

92. Defendants' representations and omissions concerning the use of investor funds 

were material. 

93. Throughout the Relevant Period, including from at least January 2010 through the 

present, the Defendants, directly and indirectly, singly and/or in concert, knowingly or 

25 



recklessly, by the use of any means or instrumentality of interstate commerce or of the mails, and 

in connection with the purchase or sale of securities, have made one or more untrue statements of 

material fact or one or more omissions of material fact necessary to make the statements made, 

in light of the circumstances under which they were made, not misleading. 

94. By reason of the acts, omissions, practices, and courses of business set forth in 

this Complaint, the Defendants have violated, are violating, and unless restrained and enjoined, 

will continue to violate Section IO(b) ofthe Exchange Act, 15 U.S.C. § 78j(b), and Rule lOb­

5(b) thereunder, 17 C.F.R. § 240.10b-5(b). 

FIFTH CLAIM FOR RELIEF 

Acting as an Unregistered Broker-Dealer in Violation of Section lS(a) of the Exchange Act 
(Against all Defendants) 

95. Paragraphs 1 through 94 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

96. The Defendants have solicited purchases of and effected transactions in securities 

and have received compensation based on those transactions. The Defendants were not 

registered with the Commission as a broker or dealer, and the Defendants were not associated 

persons of a registered broker or dealer with respect to the conduct alleged in this Complaint. 

97. By engaging in the conduct described above, the Defendants made use of the 

mails or means or instrumentalities of interstate commerce to effect transactions in or to induce 

or attempt to induce the purchase or sale of securities (other than an exempted security or 

commercial paper, bankers' acceptances, or commercial bills) without registering as a broker or 

dealer or as associated persons of a registered broker dealer in accordance with Section 15 of the 

Exchange Act, 15 U.S.C. § 78o(a). 

26 



98. By reason of the foregoing, the Defendants have violated and unless restrained 

and enjoined will continue to violate Section 15(a) of the Exchange Act, 15 U.S.C. § 78o(a). 

SIXTH CLAIM FOR RELIEF 
(Unjust Enrichment Against Relief Defendants) 

99. Paragraphs 1 through 98 are re-alleged and reincorporated by reference as if fully 

set forth herein. 

100. ReliefDefendants DeSantis, Bloome, Byrne, Spinelli, Amatulli, Jackson, 

Anderson, Quatro Holdings, and NYC Claims have each, directly or indirectly, obtained investor 

funds from the fraudulent and illegal sales of securities alleged above under circumstances in 

which it is not just, equitable, or conscionable for the Relief Defendants to retain these ill-gotten 

gains. The Relief Defendants gave no legitimate consideration for their receipt of these ill-gotten 

gains and have no legitimate claim to these funds. The Relief Defendants have therefore each 

been unjustly enriched. 

101. The Commission is entitled to an order, pursuant to common law equitable 

principles and pursuant to Section 21(d)(5) ofthe Exchange Act [15 U.S.C. §78u(d)(5)], 

requiting the Relief Defendants, and each of them, to disgorge all of the proceeds of the illegal 

activities described herein that each has received or from which each has benefitted, either 

directly or indirectly. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a judgment: 

I. 

Finding that Defendants each violated the securities laws and rules promulgated 

thereunder as alleged against them herein; 

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II. 

Pennanently enjoining and restraining Defendants and their agents, servants, employees 

and attorneys and all 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 committing 

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

and 77q(a)], Sections 1 O(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)] and 

Rule 1Ob-5 promulgated thereunder [ 17 C.F.R. § 240.1 Ob-5], or alternatively, from aiding and 

abetting such future violations, as respectively alleged against them herein. 

III. 

Ordering Defendants, and each of them, to disgorge all ill-gotten gains obtained through 

the unlawful conduct describe above, plus prejudgment interest. 

IV. 

Ordering the Relief Defendants and each of them, to disgorge all funds each received, 

directly or indirectly, from the Defendants' unlawful conduct, together with prejudgment interest 

thereon. 

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v. 

Ordering the Defendants, and each of them, to pay an appropriate civil money penalty 

pursuant to Section 20(d) ofthe Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)]. 

VI. 

Granting such other and further relief as this Court deems just and proper. 

Dated: December 18, 2014 
New York, New York 

OfCounsel: 
Amelia A. Cottrell 
Thomas P. Smith, Jr. 
Todd D. Brody 
Joshua Newville 
Peter A. Pizzani, Jr. 

Andrew M. Calamari 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Plaza, 200 Vesey Street 
New York, New York 10281-1022 
Telephone: (212) 336-0080 (Brody) 
Fax: (212) 336-1324 
brodyt(a),sec. gov 

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