SEC v. Justin R. Kimbrough; Terry Nikopoulos; TKJ Investments Corp.; TKJ Holdings Corp.; Preeminent Trade Group Inc.; The Elyte Group Corp., et al., No. 4:22-cv-00558, Eastern District of Texas (July 1, 2022) — Complaint

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF TEXAS
SHERMAN DIVISION

_________________________________________________
        §
SECURITIES AND EXCHANGE COMMISSION, §
        §
                                             Plaintiff,   §
        §
                        v.      §
        §
JUSTIN R. KIMBROUGH,     §
TERRY NIKOPOULOS,         §
TKJ INVESTMENTS CORP.,    § Case No.:
TKJ HOLDINGS CORP.,       §
PREEMINENT TRADE GROUP INC.,      §
THE ELYTE GROUP CORP., and   §
PROSPERITY CONSULTANTS, LLC,      §
        §
                                             Defendants.   §
________________________________________________§

COMPLAINT
Plaintiff Securities and Exchange Commission (“Commission”) for its Complaint against
Justin R. Kimbrough (“Kimbrough”), Terry Nikopoulos (“Nikopoulos”), TKJ Investments Corp.
(“TKJ Investments”), TKJ Holdings Corp. (“TKJ Holdings”), Preeminent Trade Group Inc.
(“Preeminent”), The Elyte Group Corp. (“Elyte Group”), and Prosperity Consultants, LLC
(“Prosperity”) (collectively, the “Defendants”) alleges as follows:
SUMMARY
1. This case involves Defendants’ illicit acts in originating and operating a two-part
Ponzi scheme and defrauding investors of millions of dollars.  From June 2020 through at least
April 2021 (the “Relevant Period”), Nikopoulos and Kimbrough’s Ponzi scheme raised at least
$3 million from at least 31 investors through a series of fraudulent, unregistered securities
offerings in two of Nikopoulos’ entities – TKJ Investments and Preeminent.  Nikopoulos and

Kimbrough told potential investors that TKJ Investments was a real estate wholesaler that bought
and sold purchase options on residential properties.  This was a lie designed to lure investors into
their scheme.
2. In particular, Nikopoulos and Kimbrough materially misrepresented to potential
investors that the Defendants would use their investments to scale the business and hire
employees.  The  y also issued monthly updates to existing investors falsely identifying the
properties for which purchase options had purportedly been flipped.  In addition, Nikopoulos and
Kimbrough materially misrepresented to potential Preeminent investors that 100% of investor
funds would be used to purchase Ayurvedic medical products for resale by an entity in which
Preeminent had a purported ownership interest.
3. Instead of using investor monies in furtherance of the businesses, however,
Nikopoulos and Kimbrough retained approximately $1.75 million for themselves and paid
approximately $1.05 million in Ponzi payments to TKJ Investments and Preeminent investors as
purported returns on their investments.  The payments from and to investors were facilitated by
two additional entities controlled by Nikopoulos –  TKJ Holdings and Elyte Group – as well as
one of Kimbrough’s entities – Prosperity.
4. By April 2021, once the Defendants were no longer able to secure further
investors, the scheme suffered the common end to all Ponzi schemes.  With no new investors, all
payments to investors stopped.
5. By engaging in the conduct alleged in this Complaint, Defendants violated and,
unless restrained and enjoined, will violate again, Sections 17(a)(1) and (3) of the Securities Act
of 1933 (“Securities Act”) [15 U.S.C. § 77q(1) and (3)] and Section 10(b) of the Securities
Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c)

thereunder [17 C.F.R. § 240.10b-5(a) and (c)]; Nikopoulos, Kimbrough, TKJ Investments,
Preeminent, and Elyte Group violated Section 10(b) of the Exchange Act and Rule 10b-5(b)
thereunder [17 C.F.R. § 240.10b-5(b)]; Nikopoulos and Kimbrough violated Sections 5(a), 5(c),
and 17(a)(2) of the Securities Act [15 U.S.C. §§77e(a), 77e(c), and 77q(2)], and Kimbrough
violated Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)] by acting as an
unregistered broker.
6. The Commission seeks entry of a final judgment:  (a) enjoining Defendants from
future violations of these same provisions; (b) ordering Nikopoulos and Kimbrough to each pay
civil monetary penalties; (c) permanently enjoining Nikopoulos and Kimbrough from directly or
indirectly including, but not limited to, through any entity owned or controlled by each,
participating in the issuance, purchase, offer, or sale of any security; provided, however, that
such injunction shall not prevent each from purchasing or selling securities listed on a national
securities exchange for his own personal account; (d) ordering certain Defendants to pay
disgorgement and prejudgment interest; and (e) prohibiting Nikopoulos and Kimbrough from
serving as an officer or a director of a public company.
JURISDICTION AND VENUE
7. This Court has jurisdiction over this action under Sections 20(b), 20(d) and 22(a)
of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 21(d), 21(e), and 27
of the Exchange Act [15 U.S.C. §§ 78u(d)(1), 78u(e), and 78aa].  In connection with the conduct
described herein, Defendants directly or indirectly made use of the means or instrumentalities of
interstate commerce, or of the mails, or of a facility of a national securities exchange.  In
particular, the Defendants solicited and contacted investors via telephone, email, text, and
Facebook advertisements throughout the United States.

8. Venue in the Eastern District of Texas is proper pursuant to Section 22(a) of the
Securities Act [15 U.S.C. §§ 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. §
78aa)a)] and 28 U.S.C. § 1391(b)(2).  Certain of the acts, practices, and courses of business
constituting the violations of law alleged in this Complaint occurred within this District.
Specifically, Kimbrough lives in this district, Prosperity’s headquarters is in this district, and
certain offers and sales of securities forming the basis of this Complaint occurred in this District.
DEFENDANTS
9. Justin R. Kimbrough, age 25, is a resident of Plano, Texas.  He founded
Prosperity and serves as its sole member.  During the Relevant Period, he was not registered with
the Commission in any capacity.
10. Terry Nikopoulos, age 36, is a Canadian citizen and resident of Aurora, Ontario
and a former member of the Royal Canadian Mounted Police.  He is the founder and/or sole
officer and/or director of TKJ Investments, TKJ Holdings, Preeminent, and Elyte Group.
11. TKJ Investments Corp. has been held out by Nikopoulos as a corporation of
which he is the Chief Executive Officer.  During the relevant time-period, Nikopoulos claimed to
investors that it is headquartered in Ontario, Canada.
12. TKJ Holdings Corp. is a private company incorporated in Ontario, Canada in
July 2018 by Nikopoulos.  Its principal place of business is Richmond Hill, Ontario.
13. Preeminent Trade Group Inc. is a private company Nikopoulos incorporated in
Ontario on December 17, 2019.  Nikopoulos is its sole officer and director and its president,
treasurer, and secretary.  Its principal place of business is Aurora, Ontario.
14. The Elyte Group Corp. is a private company incorporated in Ontario in July
2018.  Terry Nikopoulos is its only director.  Its principal place of business is London, Ontario.

15. Prosperity Consultants, LLC is a limited liability company with its principal
place of business in Plano, Texas.  It has been registered with Texas since June 2020 and
purports to offer social media, branding, and marketing advice to businesses.  Kimbrough is its
founder and sole member.
RELATED ENTITY

16. Kayasetu Ayurveda Private Ltd. (“Kayasetu”) is a private company
incorporated in Chandigarh, India in August 2020.  Its principal place of business is Ludhiana,
Punjab, India.  Kayasetu purports to be a reseller of Ayurvedic medical products.
FACTUAL ALLEGATIONS
17. From June 2020 through at least April 2021, Nikopoulos and Kimbrough ran a
Ponzi scheme that brought in at least $3 million from at least 31 investors through a series of
fraudulent, unregistered securities offerings as described below.  They ultimately kept at least
$1.75 million for themselves instead of using the monies to fund Nikopoulos’ businesses as they
had represented to investors.
A. Fraudulent Offers and Sales of TKJ Investments Securities –
The First Phase of the Ponzi Scheme

18. By at least June 2020, Nikopoulos began soliciting investors for TKJ Investments.
He circulated a “business presentation” (the “Presentation”) to potential investors that stated that
TKJ Investments purportedly employed cold-callers to locate property owners in the U.S. and
Canada, who were willing to sell a purchase option on their properties.  Further, the Presentation
claimed that TKJ Investments would find interested buyers in those properties and sell the
purchase options to them, thereby receiving the equivalent of a finder’s fee.  The Presentation
claimed the finder’s fee was a minimum of $5,000 for every property sold.

19. The Presentation said that TKJ Investments needed funds immediately to hire
more cold-callers and send out mailers to property owners, and offered investors a “money back
guarantee.”
20. At the same time, Nikopoulos recruited Kimbrough to solicit investors in TKJ
Investments in exchange for 50% commissions on each new investor brought in.  Kimbrough
provided the Presentation to at least one potential investor and texted another investor that TKJ
Investments would use investor monies to “scale the business.”  Kimbrough did not disclose his
receipt of commissions to any investor.
21. At least 22 investors invested in TKJ Investments.  Many of these entered into
share purchase agreements with Nikopoulos pursuant to which Nikopoulos purported to sell
shares of TKJ Investments, which he represented he held personally.  Each share purchase
agreement stated that “dividends” would be paid out to the purchaser on the 15
th
 of every month,
and that the investor could sell the shares back to Nikopoulos at any time.
22. At least three investors sent a total of at least $39,999 to a Royal Bank of Canada
account in the name of TKJ Holdings (the “TKJ Holdings Account”).
23. At least two investors sent a total of at least $16,727.20 to a Wells Fargo account
in the name of Prosperity over which Kimbrough had sole authority (the “Prosperity Account”).
24. Between June and November 2020, the TKJ Holdings Account wired $776,000 to
the Prosperity Account, from which Kimbrough disbursed “dividends” totaling at least $241,000
to at least 20 of the investors.  Nikopoulos independently wired “dividends” totaling
approximately $13,000 to at least three investors from the TKJ Holdings Account and a PayPal
account in the name of Elyte Group (the “Elyte Group”).

25. Part of the scheme was to provide “investment updates” to investors to give the
appearance of an actual investment in real estate.  From July 2020 through January 2021, a
purported personal assistant to Nikopoulos sent a monthly update to TKJ Investments investors
using an email address from the domain name TheElyteGroup.com.  The updates, styled as
coming from Nikopoulos, listed properties for which TKJ Investments had purportedly flipped
purchase options.  These updates were false.
26. In many instances, the property sale date listed in the emails was up to ten months
after the property’s deed transfer had already been recorded.  At least two buyers involved in
listed property sales had never heard of Nikopoulos or TKJ Investments and had not worked with
a real estate wholesaler at all; one had simply seen a “For sale” sign next to a vacant lot and
called the owner to work out a deal.
27. In another instance, a “sale” purportedly brokered by Nikopoulos was actually a
house owner adding his wife’s name to the deed.
28. Most, if not all, of investor monies never reached TKJ Investments and were
never used to grow the business.
29. Nikopoulos’ and Kimbrough’s misstatements to TKJ Investments investors about
the use of investor monies, and Kimbrough’s omissions regarding his commissions, were
material because they misstated the core purpose of the funds and concealed the sizeable
commissions Kimbrough earned for securing new investments.
30. In addition, Nikopoulos’ misrepresentations regarding the purported success of
the real estate business were material because they created the false impression that TKJ
Investments was thriving, which influenced some TKJ Investors to roll their investment into
Preeminent, as described below.

31. Nikopoulos and Kimbrough knew, or were reckless in not knowing, that their
statements to investors were misleading.
32. Additionally, Kimbrough knew, or was reckless in not knowing, that he was
engaged in fraud from June through at least August 2020 based on his receipt of 50%
commissions.
33. No registration statement was filed with the Commission as to the offer or sale of
the TKJ Investments shares, and neither Nikopoulos nor Kimbrough made any effort to
determine whether any investor was an “accredited investor” as that term is defined in Rule 501
of Regulation D [17 C.F.R. §230.501].
B. Fraudulent Offers and Sales of Preeminent Securities –
  The Second Phase of the Fraud

34. In August 2020, Nikopoulos began soliciting investors in Preeminent for the
purported purpose of financing Kayasetu’s purchase of Ayurvedic products for resale.  He once
again enlisted Kimbrough to solicit investors in exchange for 50% commissions.
35. Their solicitations began with existing TKJ Investments investors and personal
contacts, but branched out to include investors with which they had no preexisting relationship.
Nikopoulos and Kimbrough contacted investors in multiple states via telephone, text message,
and email, and Nikopoulos advertised the investment opportunity on Facebook.
36. For purposes of their soliciting investors, Nikopoulos generated an “India
Investment Opportunity Sheet” (the “Sheet”), which briefly outlined two different investment
options.  Investors could either purchase equity in the venture, which would generate monthly
dividend payments of 5%, or make a loan which would be paid back in nine equal monthly
installments, with interest of 200% payable in the last month.

37. The Sheet stated “100% of funds raised will be used and go toward physical
inventory.”  No reference was made to the payment of a commission to anyone who brought in
investors.  The Sheet cited maximum fundraising goals of $2.5 million in equity sales and $10
million in loans.
38. Nikopoulos gave the Sheet to Kimbrough in order to solicit investors.
39. Nikopoulos and Kimbrough raised at least $2.9 million from at least 26
Preeminent investors, which the investors wired to the TKJ Holdings Account and/or the
Prosperity Account.
40. The equity investors entered into share purchase agreements with Nikopoulos
whereby Nikopoulos purported to sell shares of Preeminent, which he represented he held
personally.  The agreements promised monthly dividend payouts of 5% and, as with TKJ
Investments, the investors could sell the shares back to Nikopoulos at any time.
41. The loan agreements were styled as personal loans to Nikopoulos.  The
agreements claimed they would pay investors’ principal back in nine equal monthly installments
and pay 200% interest in the ninth month.
42. At least one investor reached an oral agreement with Nikopoulos with similar
terms as the written agreements but did not execute a written contract.
43. Of the 26 Preeminent investors, Nikopoulos directly solicited at least three and
Kimbrough directly solicited at least nine.  With respect to these investors, Nikopoulos and/or
Kimbrough conveyed orally, in whole or in part, the substance of the Sheet relating to the
investment options, returns, and use of the monies to purchase Ayurvedic products for resale by
Kayasetu.  Kimbrough also provided a copy of the Sheet to at least three investors.

44. Kimbrough never disclosed his receipt of commissions to any investor.
45. In fact, the 26 Preeminent investors include TKJ Investments investors whom
Nikopoulos and Kimbrough approached in late 2020 to say that Nikopoulos had decided to wind
down TKJ Investments’ business due to a downturn in the real estate market.
46. Nikopoulos and Kimbrough used their previous Ponzi scheme involving TKJ
Investments as a way to get additional Preeminent investors.  Nikopoulos and Kimbrough gave
TKJ Investments investors the option of receiving back their principal or rolling their investment
over into Preeminent.  Three TKJ Investments investors rolled their investments into Preeminent.
47. No registration statement was filed with the Commission as to the offer or sale of
the Preeminent shares or loans, and neither Nikopoulos nor Kimbrough made any effort to
determine whether any investor was an accredited investor as that term is defined in Rule 501 of
Regulation D [17 C.F.R. §230.501].
C. The Ponzi Payments
48. Claiming to have encountered difficulties wiring funds from his Canadian bank
account, Nikopoulos recruited Kimbrough to act as paymaster, for purposes of both receiving
payments from investors and distributing purported dividends on shares in TKJ Investments and
Preeminent and on monthly loan repayments.
49. Between August 2020 and April 2021, 18 Preeminent investors wired
approximately $2.46 million to the Prosperity Account.
50. Of this amount, Kimbrough:
• Wired $100,000 in principal refunds to four TKJ Investments investors, who did not
wish to roll their investment into Preeminent;
• Distributed $742,000 to at least 31 Preeminent investors in purported loan repayment

installments and dividend payments;
• Sent a total of $207,500 to a Royal Bank of Canada account in the name of
Preeminent i n January and February 2021 in two transfers with carried the notations
“profit sharing” and “split”;
• Wired a $150,000 commission payment to a Nikopoulos associate for successfully
soliciting two investors, who paid $1 million collectively to purchase Preeminent
shares; and
• Retained approximately $1.36 million of Preeminent investor monies, which he used
for making personal purchases.
51. Most, if not all, monies from Preeminent investors never reached Kayasetu or
were never used to purchase Ayurvedic products for resale by Kayasetu.
52. Kimbrough’s payments to investors were Ponzi payments because Kimbrough, at
Nikopoulos’ direction, used incoming funds – raised for the ostensible purpose of financing
Kayasetu – to make payments to preexisting investors, including TKJ Investments investors.
53. Specifically, Nikopoulos provided monthly spreadsheets to Kimbrough
identifying the investors to whom Kimbrough was to make payments and the amount of each
payment.
54. In March 2021, Nikopoulos confirmed that he intended to pay Preeminent
investors from fresh infusions of capital from new investors and not from the putative profits of
the business itself in a text message to Kimbrough: “Not withdrawing a dime out of India for 6
months – lead gen should be able to pay out everyone’s monthly too.”

D. The Ponzi Scheme Collapses
55. By March 2021, investor recruitment in the scheme slowed.  The next month,
April 2021, Nikopoulos and Kimbrough stopped making payments to investors.
56. From March through at least June 2021, Nikopoulos sent emails and text
messages to investors giving ultimately false reasons for why the payments stopped.
57. In some instances, Kimbrough would text Nikopoulos what to say to angry
investors who were demanding their money, and Nikopoulos would copy the text verbatim and
then send it to investors himself.  At one point, Nikopoulos texted Kimbrough, “I’m just a dumb
cop so I need your expertise in writing these lol.”
58. Most investors were never made whole, receiving only a fraction of their
investment back.  Indeed, many Preeminent investors would not have invested if they had known
that half of their investment would go to Kimbrough in the form of a commission or that their
monies would not be used to purchase products for Kayasetu.
59. Nikopoulos’ and Kimbrough’s misstatements to Preeminent investors about the
use of investor monies, and Kimbrough’s omissions regarding his commissions, were material
because they misstated the core purpose of the funds and concealed the sizeable commissions
Kimbrough earned for securing new investments.  Investors relied on these materially false
statements as part of their investment decisions.
60. Nikopoulos and Kimbrough knew, or were reckless in not knowing, that their
statements to investors were misleading.
61. Nikopoulos, as principal architect of the Ponzi scheme, knew, or was reckless in
not knowing, that he was engaged in fraud throughout the relevant period.
62. Kimbrough knew, or was reckless in not knowing, he was engaged in fraud

because of his false claims about the use of investor monies and his eventual awareness of the
Ponzi payments.
63. Nikopoulos’ and Kimbrough’s scienter is imputable to the entity or entities each
controlled.
E. Nikopoulos and Kimbrough Effected
Unregistered Offers and Sales of Securities

64. The TKJ Investments and Preeminent shares, a  s well as the “loans” to Nikopoulos
described above are securities.
65. There was no registration statement in effect for these securities.
66. Nikopoulos and Kimbrough, directly or indirectly, made unregistered offers and
sales of these securities to the public.  They solicited investors in multiple states via telephone,
email, text message, and Facebook.
CLAIMS FOR RELIEF
COUNT I
Nikopoulos, Kimbrough, TKJ Investments, TKJ Holdings, Preeminent, Elyte Group, and
Prosperity Violated Section 10(b) of the Exchange Act
and Rules 10b-5(a) and (c) thereunder

The Commission realleges and incorporates by reference each and every allegation in
paragraphs 1 through 63 above, as if fully set forth herein.
67. By engaging in the conduct described above, the Defendants knowingly or
recklessly, in connection with the purchase or sale of securities, directly or indirectly, by use the
means or instrumentalities of interstate commerce, or the mails, or the facilities of a national
securities exchange:
(a)   employed devices, schemes or artifices to defraud; and
(b)   engaged in acts, practices or courses of business which operated or would have

operated as a fraud or deceit upon persons.
68. By reason of the foregoing, Defendants violated Section 10(b) of the Exchange
Act [15 U.S.C. § 78j(b)] and Exchange Act Rules 10b-5(a) and (c) thereunder [17 C.F.R. §
240.10b-5(a) and (c)].
COUNT II

Nikopoulos, Kimbrough, TKJ Investments, TKJ Holdings, Preeminent, Elyte Group, and
Prosperity Violated Sections 17(a)(1) and (3) of the Securities Act

69. The SEC realleges and incorporates by reference each allegation in paragraphs 1
through 63, inclusive, as if they were fully set forth herein.
70. By engaging in the conduct that is described above, the Defendants knowingly,
recklessly, or negligently in connection with the offer or sale of securities, by the use of the
means or instruments of transportation, or communication in interstate commerce or by use of
the mails, directly or indirectly:
a. employed devices, schemes, or artifices to defraud; and
b. engaged in transactions, practices, or courses of business which operated
or would operate as a fraud or deceit upon the purchaser.
71. By engaging in the foregoing conduct, the Defendants violated, and unless
enjoined will continue to violate, Securities Act Sections 17(a)(1) and (3) [15 U.S.C. § 77q(a)
and (c)].
COUNT III
Nikopoulos, Kimbrough, TKJ Investments, Preeminent, and Elyte Group Violated Section
10(b) of the Exchange Act and Rule 10b-5(b) thereunder

The Commission realleges and incorporates by reference each and every allegation in
paragraphs 1 through 63 above, as if fully set forth herein.

72. By engaging in the conduct described above, Nikopoulos, Kimbrough, TKJ
Investments, Preeminent, and Elyte Group knowingly or recklessly, in connection with the
purchase or sale of securities, directly or indirectly, by use the means or instrumentalities of
interstate commerce, or the mails, or the facilities of a national securities exchange, made untrue
statements of material fact or omitted to state material facts necessary in order to make the
statements made, in the light of the circumstances under which they were made, not misleading.
73. By reason of the foregoing, Nikopoulos, Kimbrough, TKJ Investments,
Preeminent, and Elyte Group violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Exchange Act Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].
COUNT IV
Nikopoulos and Kimbrough Violated Section 17(a)(2) of the Securities Act

74. The SEC realleges and incorporates by reference each allegation in paragraphs 1
through 63, inclusive, as if they were fully set forth herein.
75. By engaging in the conduct that is described above, the Defendants knowingly,
recklessly, or negligently in connection with the offer or sale of securities, by the use of the
means or instruments of transportation, or communication in interstate commerce or by use of
the mails, directly or indirectly, obtained money or property by means of untrue statements of
material facts, or omissions to state material facts necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.
76. By engaging in the foregoing conduct, Nikopoulos and Kimbrough violated, and
unless enjoined will continue to violate, Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)].

COUNT V

Nikopoulos and Kimbrough Violated Sections 5(a) and (c) of the Securities Act

77. The SEC realleges and incorporates by reference each allegation in paragraphs 1
through 47, 64-66, inclusive, as if they were fully set forth herein.
78. Nikopoulos and Kimbrough, by engaging in the conduct described above, directly
or indirectly, made use of the means or instruments of transportation or communication in
interstate commerce or of the mails, to offer to sell or to sell securities, or to carry or cause such
securities to be carried through the mails or in interstate commerce for the purpose of sale or
delivery after sale without a valid registration statement or a valid exemption.
79. By reason of the foregoing, Nikopoulos and Kimbrough violated Sections 5(a)
and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].
COUNT VI

Kimbrough Violated Section 15(a)(1) of the Exchange Act

80. The SEC realleges and incorporates by reference each allegation in paragraphs 1
through 47, 64-66, inclusive, as if they were fully set forth herein.
81. Kimbrough, directly or indirectly, by the use of the mails or any means or
instrumentality of interstate commerce effected transactions in, or induced or attempted to induce
the purchase or sale of securities, while he was not registered with the Commission as a broker or
dealer or when he was not associated with an entity registered with the Commission as a broker-
dealer.
82. By reason of the foregoing, Kimbrough violated and, unless enjoined, will
continue to violate Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)].

PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendants from directly or indirectly violating:
(1) Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rules 10b-5(a)
and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)]; and (2) Sections 17(a)(1) and (3) of the
Securities Act [15 U.S.C. § 77q(a)(1) and (3)];
II.
Permanently restraining and enjoining Nikopoulos, Kimbrough, TKJ Investments,
Preeminent, and Elyte Group from directly or indirectly violating Section 10(b) of the Exchange
Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-
5(b)];
III.
Permanently restraining Nikopoulos and Kimbrough from directly or indirectly violating
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)];
IV.
Permanently restraining and enjoining Nikopoulos and Kimbrough from directly or
indirectly violating Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)];
V.
 Permanently restraining and enjoining Kimbrough from directly or indirectly violating
Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)];

VI.
Ordering:  (a) Nikopoulos, TKJ Holdings, and Elyte Group to disgorge all ill-gotten
gains, with prejudgment interest, on a joint and several basis; and (b) Kimbrough and Prosperity
to disgorge all ill-gotten gains, with prejudgment interest, on a joint and several basis as
appropriate;
VII.
Imposing civil monetary penalties on Nikopoulos and Kimbrough pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)];
VIII.
Permanently restraining and enjoining Nikopoulos and Kimbrough each from directly or
indirectly, including, but not limited to, through any entity owned or controlled by each,
participating in the issuance, purchase, offer, or sale of any security; provided however, that such
injunction shall not prevent each from purchasing or selling securities listed on a national
securities exchange for his own personal account;
IX.
 Permanently barring Nikopoulos and Kimbrough from acting as an officer or director of
any issuer that has a class of securities registered pursuant to
Section 12 of the Exchange Act [15
U.S.C. § 78l] and that is required to file reports under Section 15(d) of the Exchange Act [15 U.S.C.
§ 78o(d)] pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 78t(e)] and Section 21(d)(2) of
the Exchange Act [15 U.S.C. § 78u(d)(2)]; and

X.
Granting such other and further relief as this Court may deem just and appropriate for the
protection of investors pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)].

JURY TRIAL DEMANDED
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby
demands trial by jury.

Dated:  July 1, 2022        Respectfully submitted,

       /s Melissa Armstrong
       Melissa Armstrong (Texas Bar # 24050234)
   (202) 551-4724 / [email protected]
James Carlson (Pro Hac Motion to be filed)
   (202) 551-3711 / [email protected]
       John Timmer (Pro Hac Motion to be filed)
   (202) 551-7687 / [email protected]
Securities and Exchange Commission
       100 F Street, NE
Washington, DC 20549

Of counsel:
John J. Dempsey
Ryan Farney
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-5020

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF TEXAS 

SHERMAN DIVISION 
 
_________________________________________________ 
        § 
SECURITIES AND EXCHANGE COMMISSION, § 
        § 
                                             Plaintiff,   § 
        § 
                        v.      § 
        § 
JUSTIN R. KIMBROUGH,     § 
TERRY NIKOPOULOS,     §    
TKJ INVESTMENTS CORP.,    § Case No.: 
TKJ HOLDINGS CORP.,     § 
PREEMINENT TRADE GROUP INC.,   § 
THE ELYTE GROUP CORP., and   §   
PROSPERITY CONSULTANTS, LLC,      § 
        § 
                                             Defendants.   § 
________________________________________________§ 

 
COMPLAINT 

Plaintiff Securities and Exchange Commission (“Commission”) for its Complaint against 

Justin R. Kimbrough (“Kimbrough”), Terry Nikopoulos (“Nikopoulos”), TKJ Investments Corp. 

(“TKJ Investments”), TKJ Holdings Corp. (“TKJ Holdings”), Preeminent Trade Group Inc. 

(“Preeminent”), The Elyte Group Corp. (“Elyte Group”), and Prosperity Consultants, LLC 

(“Prosperity”) (collectively, the “Defendants”) alleges as follows:  

SUMMARY  

1. This case involves Defendants’ illicit acts in originating and operating a two-part 

Ponzi scheme and defrauding investors of millions of dollars.  From June 2020 through at least 

April 2021 (the “Relevant Period”), Nikopoulos and Kimbrough’s Ponzi scheme raised at least 

$3 million from at least 31 investors through a series of fraudulent, unregistered securities 

offerings in two of Nikopoulos’ entities – TKJ Investments and Preeminent.  Nikopoulos and 

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Kimbrough told potential investors that TKJ Investments was a real estate wholesaler that bought 

and sold purchase options on residential properties.  This was a lie designed to lure investors into 

their scheme. 

2. In particular, Nikopoulos and Kimbrough materially misrepresented to potential 

investors that the Defendants would use their investments to scale the business and hire 

employees.  They also issued monthly updates to existing investors falsely identifying the 

properties for which purchase options had purportedly been flipped.  In addition, Nikopoulos and 

Kimbrough materially misrepresented to potential Preeminent investors that 100% of investor 

funds would be used to purchase Ayurvedic medical products for resale by an entity in which 

Preeminent had a purported ownership interest.   

3. Instead of using investor monies in furtherance of the businesses, however, 

Nikopoulos and Kimbrough retained approximately $1.75 million for themselves and paid 

approximately $1.05 million in Ponzi payments to TKJ Investments and Preeminent investors as 

purported returns on their investments.  The payments from and to investors were facilitated by 

two additional entities controlled by Nikopoulos – TKJ Holdings and Elyte Group – as well as 

one of Kimbrough’s entities – Prosperity. 

4. By April 2021, once the Defendants were no longer able to secure further 

investors, the scheme suffered the common end to all Ponzi schemes.  With no new investors, all 

payments to investors stopped. 

5. By engaging in the conduct alleged in this Complaint, Defendants violated and, 

unless restrained and enjoined, will violate again, Sections 17(a)(1) and (3) of the Securities Act 

of 1933 (“Securities Act”) [15 U.S.C. § 77q(1) and (3)] and Section 10(b) of the Securities 

Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) 

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thereunder [17 C.F.R. § 240.10b-5(a) and (c)]; Nikopoulos, Kimbrough, TKJ Investments, 

Preeminent, and Elyte Group violated Section 10(b) of the Exchange Act and Rule 10b-5(b) 

thereunder [17 C.F.R. § 240.10b-5(b)]; Nikopoulos and Kimbrough violated Sections 5(a), 5(c), 

and 17(a)(2) of the Securities Act [15 U.S.C. §§77e(a), 77e(c), and 77q(2)], and Kimbrough 

violated Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)] by acting as an 

unregistered broker. 

6. The Commission seeks entry of a final judgment:  (a) enjoining Defendants from 

future violations of these same provisions; (b) ordering Nikopoulos and Kimbrough to each pay 

civil monetary penalties; (c) permanently enjoining Nikopoulos and Kimbrough from directly or 

indirectly including, but not limited to, through any entity owned or controlled by each, 

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

such injunction shall not prevent each from purchasing or selling securities listed on a national 

securities exchange for his own personal account; (d) ordering certain Defendants to pay 

disgorgement and prejudgment interest; and (e) prohibiting Nikopoulos and Kimbrough from 

serving as an officer or a director of a public company. 

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action under Sections 20(b), 20(d) and 22(a) 

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

of the Exchange Act [15 U.S.C. §§ 78u(d)(1), 78u(e), and 78aa].  In connection with the conduct 

described herein, Defendants directly or indirectly made use of the means or instrumentalities of 

interstate commerce, or of the mails, or of a facility of a national securities exchange.  In 

particular, the Defendants solicited and contacted investors via telephone, email, text, and 

Facebook advertisements throughout the United States. 

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8. Venue in the Eastern District of Texas is proper pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. §§ 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 

78aa)a)] and 28 U.S.C. § 1391(b)(2).  Certain of the acts, practices, and courses of business 

constituting the violations of law alleged in this Complaint occurred within this District.  

Specifically, Kimbrough lives in this district, Prosperity’s headquarters is in this district, and 

certain offers and sales of securities forming the basis of this Complaint occurred in this District. 

DEFENDANTS 

9. Justin R. Kimbrough, age 25, is a resident of Plano, Texas.  He founded 

Prosperity and serves as its sole member.  During the Relevant Period, he was not registered with 

the Commission in any capacity. 

10. Terry Nikopoulos, age 36, is a Canadian citizen and resident of Aurora, Ontario 

and a former member of the Royal Canadian Mounted Police.  He is the founder and/or sole 

officer and/or director of TKJ Investments, TKJ Holdings, Preeminent, and Elyte Group.  

11. TKJ Investments Corp. has been held out by Nikopoulos as a corporation of 

which he is the Chief Executive Officer.  During the relevant time-period, Nikopoulos claimed to 

investors that it is headquartered in Ontario, Canada. 

12. TKJ Holdings Corp. is a private company incorporated in Ontario, Canada in 

July 2018 by Nikopoulos.  Its principal place of business is Richmond Hill, Ontario. 

13. Preeminent Trade Group Inc. is a private company Nikopoulos incorporated in 

Ontario on December 17, 2019.  Nikopoulos is its sole officer and director and its president, 

treasurer, and secretary.  Its principal place of business is Aurora, Ontario. 

14. The Elyte Group Corp. is a private company incorporated in Ontario in July 

2018.  Terry Nikopoulos is its only director.  Its principal place of business is London, Ontario.   

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15. Prosperity Consultants, LLC is a limited liability company with its principal 

place of business in Plano, Texas.  It has been registered with Texas since June 2020 and 

purports to offer social media, branding, and marketing advice to businesses.  Kimbrough is its 

founder and sole member. 

RELATED ENTITY 
 

16. Kayasetu Ayurveda Private Ltd. (“Kayasetu”) is a private company 

incorporated in Chandigarh, India in August 2020.  Its principal place of business is Ludhiana, 

Punjab, India.  Kayasetu purports to be a reseller of Ayurvedic medical products. 

FACTUAL ALLEGATIONS 

17. From June 2020 through at least April 2021, Nikopoulos and Kimbrough ran a 

Ponzi scheme that brought in at least $3 million from at least 31 investors through a series of 

fraudulent, unregistered securities offerings as described below.  They ultimately kept at least 

$1.75 million for themselves instead of using the monies to fund Nikopoulos’ businesses as they 

had represented to investors. 

A. Fraudulent Offers and Sales of TKJ Investments Securities –  
The First Phase of the Ponzi Scheme 

 
18. By at least June 2020, Nikopoulos began soliciting investors for TKJ Investments.  

He circulated a “business presentation” (the “Presentation”) to potential investors that stated that 

TKJ Investments purportedly employed cold-callers to locate property owners in the U.S. and 

Canada, who were willing to sell a purchase option on their properties.  Further, the Presentation 

claimed that TKJ Investments would find interested buyers in those properties and sell the 

purchase options to them, thereby receiving the equivalent of a finder’s fee.  The Presentation 

claimed the finder’s fee was a minimum of $5,000 for every property sold. 

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19. The Presentation said that TKJ Investments needed funds immediately to hire 

more cold-callers and send out mailers to property owners, and offered investors a “money back 

guarantee.” 

20. At the same time, Nikopoulos recruited Kimbrough to solicit investors in TKJ 

Investments in exchange for 50% commissions on each new investor brought in.  Kimbrough 

provided the Presentation to at least one potential investor and texted another investor that TKJ 

Investments would use investor monies to “scale the business.”  Kimbrough did not disclose his 

receipt of commissions to any investor. 

21. At least 22 investors invested in TKJ Investments.  Many of these entered into 

share purchase agreements with Nikopoulos pursuant to which Nikopoulos purported to sell 

shares of TKJ Investments, which he represented he held personally.  Each share purchase 

agreement stated that “dividends” would be paid out to the purchaser on the 15th of every month, 

and that the investor could sell the shares back to Nikopoulos at any time. 

22. At least three investors sent a total of at least $39,999 to a Royal Bank of Canada 

account in the name of TKJ Holdings (the “TKJ Holdings Account”). 

23. At least two investors sent a total of at least $16,727.20 to a Wells Fargo account 

in the name of Prosperity over which Kimbrough had sole authority (the “Prosperity Account”). 

24. Between June and November 2020, the TKJ Holdings Account wired $776,000 to 

the Prosperity Account, from which Kimbrough disbursed “dividends” totaling at least $241,000 

to at least 20 of the investors.  Nikopoulos independently wired “dividends” totaling 

approximately $13,000 to at least three investors from the TKJ Holdings Account and a PayPal 

account in the name of Elyte Group (the “Elyte Group”). 

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25. Part of the scheme was to provide “investment updates” to investors to give the 

appearance of an actual investment in real estate.  From July 2020 through January 2021, a 

purported personal assistant to Nikopoulos sent a monthly update to TKJ Investments investors 

using an email address from the domain name TheElyteGroup.com.  The updates, styled as 

coming from Nikopoulos, listed properties for which TKJ Investments had purportedly flipped 

purchase options.  These updates were false.   

26. In many instances, the property sale date listed in the emails was up to ten months 

after the property’s deed transfer had already been recorded.  At least two buyers involved in 

listed property sales had never heard of Nikopoulos or TKJ Investments and had not worked with 

a real estate wholesaler at all; one had simply seen a “For sale” sign next to a vacant lot and 

called the owner to work out a deal. 

27. In another instance, a “sale” purportedly brokered by Nikopoulos was actually a 

house owner adding his wife’s name to the deed. 

28. Most, if not all, of investor monies never reached TKJ Investments and were 

never used to grow the business. 

29. Nikopoulos’ and Kimbrough’s misstatements to TKJ Investments investors about 

the use of investor monies, and Kimbrough’s omissions regarding his commissions, were 

material because they misstated the core purpose of the funds and concealed the sizeable 

commissions Kimbrough earned for securing new investments. 

30. In addition, Nikopoulos’ misrepresentations regarding the purported success of 

the real estate business were material because they created the false impression that TKJ 

Investments was thriving, which influenced some TKJ Investors to roll their investment into 

Preeminent, as described below. 

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31. Nikopoulos and Kimbrough knew, or were reckless in not knowing, that their 

statements to investors were misleading. 

32. Additionally, Kimbrough knew, or was reckless in not knowing, that he was 

engaged in fraud from June through at least August 2020 based on his receipt of 50% 

commissions. 

33. No registration statement was filed with the Commission as to the offer or sale of 

the TKJ Investments shares, and neither Nikopoulos nor Kimbrough made any effort to 

determine whether any investor was an “accredited investor” as that term is defined in Rule 501 

of Regulation D [17 C.F.R. §230.501]. 

B. Fraudulent Offers and Sales of Preeminent Securities –  
  The Second Phase of the Fraud 

 
34. In August 2020, Nikopoulos began soliciting investors in Preeminent for the 

purported purpose of financing Kayasetu’s purchase of Ayurvedic products for resale.  He once 

again enlisted Kimbrough to solicit investors in exchange for 50% commissions. 

35. Their solicitations began with existing TKJ Investments investors and personal 

contacts, but branched out to include investors with which they had no preexisting relationship.  

Nikopoulos and Kimbrough contacted investors in multiple states via telephone, text message, 

and email, and Nikopoulos advertised the investment opportunity on Facebook. 

36. For purposes of their soliciting investors, Nikopoulos generated an “India 

Investment Opportunity Sheet” (the “Sheet”), which briefly outlined two different investment 

options.  Investors could either purchase equity in the venture, which would generate monthly 

dividend payments of 5%, or make a loan which would be paid back in nine equal monthly 

installments, with interest of 200% payable in the last month. 

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37. The Sheet stated “100% of funds raised will be used and go toward physical 

inventory.”  No reference was made to the payment of a commission to anyone who brought in 

investors.  The Sheet cited maximum fundraising goals of $2.5 million in equity sales and $10 

million in loans. 

38. Nikopoulos gave the Sheet to Kimbrough in order to solicit investors. 

39. Nikopoulos and Kimbrough raised at least $2.9 million from at least 26 

Preeminent investors, which the investors wired to the TKJ Holdings Account and/or the 

Prosperity Account. 

40. The equity investors entered into share purchase agreements with Nikopoulos 

whereby Nikopoulos purported to sell shares of Preeminent, which he represented he held 

personally.  The agreements promised monthly dividend payouts of 5% and, as with TKJ 

Investments, the investors could sell the shares back to Nikopoulos at any time. 

41. The loan agreements were styled as personal loans to Nikopoulos.  The 

agreements claimed they would pay investors’ principal back in nine equal monthly installments 

and pay 200% interest in the ninth month. 

42. At least one investor reached an oral agreement with Nikopoulos with similar 

terms as the written agreements but did not execute a written contract. 

43. Of the 26 Preeminent investors, Nikopoulos directly solicited at least three and 

Kimbrough directly solicited at least nine.  With respect to these investors, Nikopoulos and/or 

Kimbrough conveyed orally, in whole or in part, the substance of the Sheet relating to the 

investment options, returns, and use of the monies to purchase Ayurvedic products for resale by 

Kayasetu.  Kimbrough also provided a copy of the Sheet to at least three investors. 

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44. Kimbrough never disclosed his receipt of commissions to any investor. 

45. In fact, the 26 Preeminent investors include TKJ Investments investors whom 

Nikopoulos and Kimbrough approached in late 2020 to say that Nikopoulos had decided to wind 

down TKJ Investments’ business due to a downturn in the real estate market.   

46. Nikopoulos and Kimbrough used their previous Ponzi scheme involving TKJ 

Investments as a way to get additional Preeminent investors.  Nikopoulos and Kimbrough gave 

TKJ Investments investors the option of receiving back their principal or rolling their investment 

over into Preeminent.  Three TKJ Investments investors rolled their investments into Preeminent. 

47. No registration statement was filed with the Commission as to the offer or sale of 

the Preeminent shares or loans, and neither Nikopoulos nor Kimbrough made any effort to 

determine whether any investor was an accredited investor as that term is defined in Rule 501 of 

Regulation D [17 C.F.R. §230.501]. 

C. The Ponzi Payments 

48. Claiming to have encountered difficulties wiring funds from his Canadian bank 

account, Nikopoulos recruited Kimbrough to act as paymaster, for purposes of both receiving 

payments from investors and distributing purported dividends on shares in TKJ Investments and 

Preeminent and on monthly loan repayments. 

49. Between August 2020 and April 2021, 18 Preeminent investors wired 

approximately $2.46 million to the Prosperity Account.   

50. Of this amount, Kimbrough: 

• Wired $100,000 in principal refunds to four TKJ Investments investors, who did not 

wish to roll their investment into Preeminent; 

• Distributed $742,000 to at least 31 Preeminent investors in purported loan repayment 

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installments and dividend payments; 

• Sent a total of $207,500 to a Royal Bank of Canada account in the name of 

Preeminent in January and February 2021 in two transfers with carried the notations 

“profit sharing” and “split”; 

• Wired a $150,000 commission payment to a Nikopoulos associate for successfully 

soliciting two investors, who paid $1 million collectively to purchase Preeminent 

shares; and  

• Retained approximately $1.36 million of Preeminent investor monies, which he used 

for making personal purchases. 

51. Most, if not all, monies from Preeminent investors never reached Kayasetu or 

were never used to purchase Ayurvedic products for resale by Kayasetu. 

52. Kimbrough’s payments to investors were Ponzi payments because Kimbrough, at 

Nikopoulos’ direction, used incoming funds – raised for the ostensible purpose of financing 

Kayasetu – to make payments to preexisting investors, including TKJ Investments investors. 

53. Specifically, Nikopoulos provided monthly spreadsheets to Kimbrough 

identifying the investors to whom Kimbrough was to make payments and the amount of each 

payment. 

54. In March 2021, Nikopoulos confirmed that he intended to pay Preeminent 

investors from fresh infusions of capital from new investors and not from the putative profits of 

the business itself in a text message to Kimbrough: “Not withdrawing a dime out of India for 6 

months – lead gen should be able to pay out everyone’s monthly too.” 

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D. The Ponzi Scheme Collapses 

55. By March 2021, investor recruitment in the scheme slowed.  The next month, 

April 2021, Nikopoulos and Kimbrough stopped making payments to investors. 

56. From March through at least June 2021, Nikopoulos sent emails and text 

messages to investors giving ultimately false reasons for why the payments stopped.   

57. In some instances, Kimbrough would text Nikopoulos what to say to angry 

investors who were demanding their money, and Nikopoulos would copy the text verbatim and 

then send it to investors himself.  At one point, Nikopoulos texted Kimbrough, “I’m just a dumb 

cop so I need your expertise in writing these lol.” 

58. Most investors were never made whole, receiving only a fraction of their 

investment back.  Indeed, many Preeminent investors would not have invested if they had known 

that half of their investment would go to Kimbrough in the form of a commission or that their 

monies would not be used to purchase products for Kayasetu. 

59. Nikopoulos’ and Kimbrough’s misstatements to Preeminent investors about the 

use of investor monies, and Kimbrough’s omissions regarding his commissions, were material 

because they misstated the core purpose of the funds and concealed the sizeable commissions 

Kimbrough earned for securing new investments.  Investors relied on these materially false 

statements as part of their investment decisions. 

60. Nikopoulos and Kimbrough knew, or were reckless in not knowing, that their 

statements to investors were misleading. 

61. Nikopoulos, as principal architect of the Ponzi scheme, knew, or was reckless in 

not knowing, that he was engaged in fraud throughout the relevant period. 

62. Kimbrough knew, or was reckless in not knowing, he was engaged in fraud 

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because of his false claims about the use of investor monies and his eventual awareness of the 

Ponzi payments. 

63. Nikopoulos’ and Kimbrough’s scienter is imputable to the entity or entities each 

controlled. 

E. Nikopoulos and Kimbrough Effected 
Unregistered Offers and Sales of Securities 

 
64. The TKJ Investments and Preeminent shares, as well as the “loans” to Nikopoulos 

described above are securities. 

65. There was no registration statement in effect for these securities. 

66. Nikopoulos and Kimbrough, directly or indirectly, made unregistered offers and 

sales of these securities to the public.  They solicited investors in multiple states via telephone, 

email, text message, and Facebook. 

CLAIMS FOR RELIEF 

COUNT I 

Nikopoulos, Kimbrough, TKJ Investments, TKJ Holdings, Preeminent, Elyte Group, and 
Prosperity Violated Section 10(b) of the Exchange Act  

and Rules 10b-5(a) and (c) thereunder  
 

The Commission realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 63 above, as if fully set forth herein. 

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

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

means or instrumentalities of interstate commerce, or the mails, or the facilities of a national 

securities exchange: 

(a)  employed devices, schemes or artifices to defraud; and   

(b)  engaged in acts, practices or courses of business which operated or would have 

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operated as a fraud or deceit upon persons. 

68. By reason of the foregoing, Defendants violated Section 10(b) of the Exchange 

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

240.10b-5(a) and (c)]. 

COUNT II 
 

Nikopoulos, Kimbrough, TKJ Investments, TKJ Holdings, Preeminent, Elyte Group, and 
Prosperity Violated Sections 17(a)(1) and (3) of the Securities Act 

 
69. The SEC realleges and incorporates by reference each allegation in paragraphs 1 

through 63, inclusive, as if they were fully set forth herein. 

70. By engaging in the conduct that is described above, the Defendants knowingly, 

recklessly, or negligently in connection with the offer or sale of securities, by the use of the 

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

the mails, directly or indirectly: 

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

b. engaged in transactions, practices, or courses of business which operated 

or would operate as a fraud or deceit upon the purchaser. 

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

enjoined will continue to violate, Securities Act Sections 17(a)(1) and (3) [15 U.S.C. § 77q(a) 

and (c)]. 

COUNT III 

Nikopoulos, Kimbrough, TKJ Investments, Preeminent, and Elyte Group Violated Section 
10(b) of the Exchange Act and Rule 10b-5(b) thereunder  

 
The Commission realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 63 above, as if fully set forth herein. 

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72. By engaging in the conduct described above, Nikopoulos, Kimbrough, TKJ 

Investments, Preeminent, and Elyte Group knowingly or recklessly, in connection with the 

purchase or sale of securities, directly or indirectly, by use the means or instrumentalities of 

interstate commerce, or the mails, or the facilities of a national securities exchange, made untrue 

statements of material fact or omitted to state material facts necessary in order to make the 

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

73. By reason of the foregoing, Nikopoulos, Kimbrough, TKJ Investments, 

Preeminent, and Elyte Group violated Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Exchange Act Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. 

COUNT IV 

Nikopoulos and Kimbrough Violated Section 17(a)(2) of the Securities Act 
 

74. The SEC realleges and incorporates by reference each allegation in paragraphs 1 

through 63, inclusive, as if they were fully set forth herein. 

75. By engaging in the conduct that is described above, the Defendants knowingly, 

recklessly, or negligently in connection with the offer or sale of securities, by the use of the 

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

the mails, directly or indirectly, obtained money or property by means of untrue statements of 

material facts, or omissions to state material facts necessary in order to make the statements 

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

76. By engaging in the foregoing conduct, Nikopoulos and Kimbrough violated, and 

unless enjoined will continue to violate, Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)]. 

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COUNT V 
 

Nikopoulos and Kimbrough Violated Sections 5(a) and (c) of the Securities Act 
 

77. The SEC realleges and incorporates by reference each allegation in paragraphs 1 

through 47, 64-66, inclusive, as if they were fully set forth herein. 

78. Nikopoulos and Kimbrough, by engaging in the conduct described above, directly 

or indirectly, made use of the means or instruments of transportation or communication in 

interstate commerce or of the mails, to offer to sell or to sell securities, or to carry or cause such 

securities to be carried through the mails or in interstate commerce for the purpose of sale or 

delivery after sale without a valid registration statement or a valid exemption. 

79. By reason of the foregoing, Nikopoulos and Kimbrough violated Sections 5(a) 

and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]. 

COUNT VI 
 

Kimbrough Violated Section 15(a)(1) of the Exchange Act 
 

80. The SEC realleges and incorporates by reference each allegation in paragraphs 1 

through 47, 64-66, inclusive, as if they were fully set forth herein. 

81. Kimbrough, directly or indirectly, by the use of the mails or any means or 

instrumentality of interstate commerce effected transactions in, or induced or attempted to induce 

the purchase or sale of securities, while he was not registered with the Commission as a broker or 

dealer or when he was not associated with an entity registered with the Commission as a broker-

dealer. 

82. By reason of the foregoing, Kimbrough violated and, unless enjoined, will 

continue to violate Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]. 

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PRAYER FOR RELIEF 

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

judgment: 

I. 

Permanently restraining and enjoining Defendants from directly or indirectly violating:  

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

and (c) thereunder [17 C.F.R. § 240.10b-5(a) and (c)]; and (2) Sections 17(a)(1) and (3) of the 

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

II. 

Permanently restraining and enjoining Nikopoulos, Kimbrough, TKJ Investments, 

Preeminent, and Elyte Group from directly or indirectly violating Section 10(b) of the Exchange 

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

5(b)]; 

III. 

Permanently restraining Nikopoulos and Kimbrough from directly or indirectly violating 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]; 

IV. 

Permanently restraining and enjoining Nikopoulos and Kimbrough from directly or 

indirectly violating Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]; 

V. 

 Permanently restraining and enjoining Kimbrough from directly or indirectly violating 

Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]; 

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VI. 

Ordering:  (a) Nikopoulos, TKJ Holdings, and Elyte Group to disgorge all ill-gotten 

gains, with prejudgment interest, on a joint and several basis; and (b) Kimbrough and Prosperity 

to disgorge all ill-gotten gains, with prejudgment interest, on a joint and several basis as 

appropriate; 

VII. 

Imposing civil monetary penalties on Nikopoulos and Kimbrough pursuant to Section 

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

U.S.C. § 78u(d)(3)];  

VIII. 

Permanently restraining and enjoining Nikopoulos and Kimbrough each from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by each, 

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

injunction shall not prevent each from purchasing or selling securities listed on a national 

securities exchange for his own personal account;  

IX. 

 Permanently barring Nikopoulos and Kimbrough from acting as an officer or director of 

any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l] and that is required to file reports under Section 15(d) of the Exchange Act [15 U.S.C. 

§ 78o(d)] pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 78t(e)] and Section 21(d)(2) of 

the Exchange Act [15 U.S.C. § 78u(d)(2)]; and 

X. 

Granting such other and further relief as this Court may deem just and appropriate for the 

protection of investors pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)]. 

Case 4:22-cv-00558   Document 1   Filed 07/01/22   Page 18 of 19 PageID #:  18



 -19- 

JURY TRIAL DEMANDED 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby 

demands trial by jury. 

 

Dated:  July 1, 2022     Respectfully submitted, 

 
       /s Melissa Armstrong   
       Melissa Armstrong (Texas Bar # 24050234) 

   (202) 551-4724 / [email protected] 
James Carlson (Pro Hac Motion to be filed) 
   (202) 551-3711 / [email protected] 

       John Timmer (Pro Hac Motion to be filed) 
   (202) 551-7687 / [email protected] 
Securities and Exchange Commission 

       100 F Street, NE 
Washington, DC 20549 

 
Of counsel: 
John J. Dempsey  
Ryan Farney 
Securities and Exchange Commission 
100 F Street, N.E. 
Washington, DC 20549-5020 

 

Case 4:22-cv-00558   Document 1   Filed 07/01/22   Page 19 of 19 PageID #:  19