SEC v. Dean Shah; Henry Clarke; Julius Csurgo; and Antevorta Capital Partners, Ltd., Southern District of New York (Apr. 15, 2022) — Complaint

JUDGE LIMAN
220V3012
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES ANDEXCHANGE
COMMISSION,
Plaintiff,
v.
DEAN SHAH, HENRY CLARKE,
JULIUS CSURGO, AND ANTEVORTA
CAPITAL PARTNERS, LTD.,
Defendants.
22-cv-)
FILED UNDER SEAL
JURY TRIAL DEMANDED
COMPLAINT
Plaintiff, Securities and Exchange Commission (the "Commission"), alleges the
following against defendants Dean Shah ("Shah"), Henry Clarke ("Clarke"), Julius Csurgo
z7
("Csurgo"), and Antevorta Capital Partners, Ltd. ("Antevorta") (collectively, "Defendants"):   •
SUMMARY
1.This is a securities fraud enforcement action. Defendants intended to, and did,
defraud investors by secretly dumping onto the market large quantities of stock. Defendants did
so while concealing that they held large, controlling positions in that stock. The stock, referred
to as "penny stocks," was issued by smaller, or "microcap," companies. In furtherance of their
scheme, Defendants intentionally circumvented the registration and disclosure requirements at
the core of the federal securities laws. Defendants also engaged in trading activity intended to
manipulate stock prices, and secretly funded promotional campaigns to stir up investor interest in
the stocks of companies that Defendants secretly controlled.
L
r-

2.From 2013 through at least 2018 (the "Relevant Period"), Defendants' goal was to
secretly gain control of thinly-traded microcap companies, hire stock promoters to generate
demand for their shares, and then profit by selling those shares illegally to unsuspecting
investors.
3.Defendants knew of, and purposely flouted, the registration and disclosure
requirements of federal securities law. Before selling stock, control persons are required to:
(a) register the stock sales with the Commission pursuant to Section 5 of the Securities Act of
1933 ("Securities Act") [15 U.S.C. §77e]; (b) sell the stock pursuant to an applicable exemption
from registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [ 17
C.F.R. §240.144], including limitations on the amount of stock a control person can legally
sell. Also, investors in certain public companies are required publicly to disclose any ownership
interest in excess of 5% of the company's publicly traded stock. Ownership of more than five
percent of a security registered pursuant to Section l 2(g) of the Securities Exchange Act of 1934
("Exchange Act") is a threshold for reporting beneficial ownership under Section 13(d) of the
Exchange Act, and is often a threshold used by broker-dealers when evaluating deposits of stock
into brokerage accounts.
4.These registration requirements, sale restrictions, and disclosure obligations are
safeguards designed to inform investors about the nature of the stock they are holding or
considering buying, and from whom they would be buying that stock. Defendants sought to
evade the registration and disclosure rules by concealing their identities -- typically by holding
the stock in corporate accounts that served as nominee stock holders -- from the public, brokers,
and regulators. Concealing their identity was key to Defendants' scheme to perpetrate their
fraud on investors by secretly dumping their stock into the securities markets. In effect, their
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stock sales appeared as ordinary sales by ordinary investors, when the reality was that these were
sales by control persons who were dumping their holdings into the market.
5.Defendants concealed their control of the securities of Zenosense, Inc.
("Zenosense"). Beginning in 2013, Shah and Clarke controlled Zenosense, both in their control
of its outstanding stock and their actual control over its affairs. Shah and Clarke took steps to
conceal their majority ownership and actual control, including by dispersing their shares into
accounts of various fictional nominee accountholders. They used their control over the company
to reduce its number of shares outstanding, thus increasing their controlling interest. Then, in
2016, Shah and Clarke used their secret control over Zenosense to issue new freely tradeable
stock to themselves to bolster their domination of Zenosense (and at the same time diluting the
value of shares belonging to investors who had previously purchased Zenosense shares).
6.Also in 2016, Shah and Clarke formed a partnership with Csurgo and his
company Antevorta to form a control group that amassed, and concealed control over, 90 percent
of Zenosense's total outstanding stock. ln carrying out his role in the scheme, Csurgo signed a
stock purchase agreement which falsely represented that Antevorta had purchased Zenosense
shares, when in fact Antevorta paid nothing for the shares that it received. The reason for
Csurgo to sign the stock purchase agreement was to create the appearance of a legitimate
acquisition of shares when depositing them at a broker-dealer.
7.Later, beginning in 2017 when their partnership with Csurgo and Antevorta had
ended, Shah and Clarke continued their scheme by forming yet another fictional nominee entity
to hold Zenosense shares and disguise their controlling interest.
8.While they held undisclosed and hidden controlling interests in Zenosense,
Defendants engaged in manipulative trading and orchestrated paid promotional campaigns to
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build investor interest in Zenosense. Defendants then sold their shares to unsuspecting investors
as Defendants' efforts led to increasing share prices.
9.Using similar methods to the Zenosense fraud, Csurgo and Antevorta amassed
secret control of Envoy Group Corp. ("Envoy Group"). Csurgo avoided disclosure of his and
Antevorta's controlling interest by coordinating with others to disperse Antevorta's shares into
multiple accounts that he controlled but that were not all in his or Antevorta's name. Csurgo also
orchestrated promotional activity regarding Envoy Group, and engaged in manipulative trading
to condition the market ahead of his secret promotions and sales.
10.Csurgo's fraud extended to his involvement in a group with control over two
additional companies. Csurgo in 2017 signed a document purporting to show that Antevorta
purchased debt that was convertible to shares of another microcap company called
EnviroTechnologies International, Inc. ("EnviroTechnologies"). Antevorta in fact paid nothing
for its shares. He also signed a non-affiliation representation letter falsely stating that he was not
an affiliate of the issuer. Csurgo signed these documents for the purpose of fraudulently
inducing the transfer agent for EnviroTechnologies stock to remove restricted legends from the
share certificates. These documents were in fact provided to EnviroTechnologies' transfer agent
and the restrictive legends were removed. Removal of the restrictive legends enabled Csurgo
and Antevorta to sell their shares into the public market, even though Csurgo's and Antevorta's
sales violated the applicable laws regulating sales of shares owned or controlled by control
groups. Csurgo also paid for promotion of EnviroTechnologies stock and sold approximately 2.4
million shares from Antevorta's account during that promotional activity.
11.Csurgo similarly signed two stock purchase agreements related to a fourth
microcap company, Drone Guarder, Inc. ("Drone Guarder"), also to create the false appearance
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of a legitimate transaction that had not occurred. He also paid for a promotional campaign while
selling Drone Guarder shares from Antevorta's account.
VIOLATIONS
12.By virtue of the conduct alleged herein, Shah, Clarke, Csurgo, and Antevorta
violated Sections 5(a), 5(c), l 7(a)(l) and 17(a)(3) of the Securities Act [15 U.S.C. §§77e(a),
77e(c) and 77q(a)(l) and (3)], and Section l0(b) of the Exchange Act [15 U.S.C. §78j(b)] and
Rules 10b-5(a) and (c) [17 C.F.R. $$240.10b-5(a) and (c)] thereunder, and Csurgo and Antevorta
also violated Section l0(b) of the Exchange Act and Rule 10b-5(b) [17 C.F.R. $240.10b-5(b)]
thereunder, and Section l 7(a)(2) of the Securities Act [15 U.S.C. §77q(a)(2)].
NATUREOF THE PROCEEDING AND RELIEF SOUGHT
13.The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. §77t(b)] and Section 21(d)(l) of the Exchange Act
[15 U.S.C. §78u(d)(l)].
14.The Commission seeks a final judgment: (a) permanently enjoining Defendants
from engaging in transactions, acts, practices, and courses of business of the type alleged in this
Complaint; (b) ordering Defendants to disgorge any ill-gotten gains with prejudgment interest
thereon, pursuant to Section 2l(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7)]; (c) ordering
Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15
U.S.C. §77t(d)] and Section 2l(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; (d)
prohibiting Shah, Clarke, and Csurgo from participating in any offering of a penny stock,
pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21 (d)(6) of the
Exchange Act [15 U.S.C. §78u(d)(6)]; (e) barring Shah, Clarke, and Csurgo from directly or
indirectly, including, but not limited to, through an entity owned or controlled by any of them,
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participating in the issuance, purchase, offer, or sale of any security; provided, however, that
such injunction shall not prevent Shah, Clarke, and Csurgo from purchasing or selling securities
listed on a national securities exchange for their own personal accounts; and (f) ordering such
other and further relief the Court may deem just and proper.
15.The Commission seeks emergency preliminary relief against Csurgo and
Antevorta, including a temporary restraining order against further violations of the federal
securities laws by Csurgo and Antevorta and an emergency asset freeze to preserve the assets
necessary to satisfy an eventual judgment against Csurgo and Antevorta. The Commission also
requests a repatriation order to facilitate the return of Csurgo and Antevorta's assets to the
United States for eventual distribution to harmed investors.
JURISDICTION ANDVENUE
16.This Court has jurisdiction over this action pursuant to Sections 20(d)( l) and
22(a) of the Securities Act [15 U.S.C. §§77t(d)(l) and 77v(a)] and Sections 2l(d), 21(e), and 27
of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), 78aa]. 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]. A substantial portion of the acts, practices, transactions and courses of business
alleged in this Complaint occurred within the Southern District of New York. Certain
individuals who resided in this district purchased shares of the stock at issue during the
Defendants' fraudulent schemes.
17.In connection with the transactions, acts, practices, and courses of business
alleged in this Complaint, Defendants, directly or indirectly, singly or in concert, made use of the
means or instrumentalities of transportation or communication in interstate commerce, or the
mails.
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DEFENDANTS
18.Dean Shah, age 53, is a Canadian and U.K. citizen and, on information and
belief, resides in Spain.
19.Henry Clarke, age 51, is a U.K. citizen and, on information and belief, resides in
Spain.
20.Julius Csurgo, age 66, also known as Gyula Karoly Csurgo, is a Canadian and
Hungarian citizen and, on information and belief, resides in Ontario, Canada. He is the director
and beneficial owner of defendant Antevorta.
21.Antevorta Capital Partners, Ltd. is a company that Csurgo incorporated in both
Canada and the British Virgin Islands. Antevorta claims to be a corporate finance and business
consulting firm, specializing in helping companies raise capital through debt and equity and
assisting companies in reverse mergers and direct listings on U.S. and Canadian markets.
Antevorta is owned and controlled by Csurgo.
RELEVANT ENTITIES
22.Envoy Group Corp. is an inactive Florida corporation last headquartered in
Chicago, Illinois. It was originally incorporated in 2013. It was quoted and traded on OTC Link
operated by OTC Markets Group Inc. ("OTC Link"). At all relevant times, it traded under the
ticker symbol "ENVY." The company changed its name to Black Cactus Global, lnc. on
December 4, 2017, and to BLGI, Inc. on October 20, 2020.
23.Zenosense, Inc. was a Nevada corporation headquartered in Valencia, Spain, and
is now headquartered in New York, NY. Zenosense's stock was quoted and traded on OTC Link
with the ticker symbol "ZENO." Zenosense was originally incorporated in Nevada in 2013 as
Braeden Valley Mines, Inc. On November 22, 2013, the company changed its name to
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Zenosense. After a period in which Zenosense was defunct, a Nevada state court on December
8, 2021 granted a petitioner's request for an order appointing the petitioner custodian of
Zenosense with authority to revive and reinstate Zenosense as a corporation in Nevada.
24.EnviroTechnologies International, Inc. represents in public filings that it is an
organic product company. EnviroTechnologies (Ticker: ETII) trades on OTC Link. It was
incorporated in Delaware in 1996, and was most recently headquartered in Pleasant Grove, Utah.
25.Drone Guarder, Inc. represents in public filings that it is a security and
surveillance company focusing on drone-enhanced security. Drone Guarder (Ticker: DRNG)
trades on OTC Link. It was incorporated in Nevada in 2012, and was most recently
headquartered in Torrance, California.
BACKGROUND
26."Restricted stock" includes stock of a publicly traded company (also known as an
"issuer") that has been acquired from an issuer, or an affiliate of an issuer, in a private
transaction that is not registered with the Commission. In addition, stock held by an issuer or
affiliate of an issuer is restricted stock. Absent an exemption under the federal securities laws
and rules, restricted stock cannot legally be offered or sold to the public unless a securities
registration statement has been filed with the Commission (for an offer) or is in effect (for a
sale). Such registration statements are filed with the Commission on Form S-1 and are often
referred to as "S-1 registration statements." The S-1 registration statement contains important
information about an issuer's business operations, financial condition, results of operation, risk
factors, and management. It also includes disclosure of any person or group who is the
beneficial owner of more than 5% of the company's securities.
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27.An "affiliate" ofan issuer is a person or entity that, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common control with, such
issuer (i.e., a control person). "Control" means the power to direct management and policies of
the company in question. Affiliates include officers, directors and controlling shareholders, as
well as any person who is under "common control" with or has common control ofan issuer. As
used herein, the term "control group" means a group that collectively is an "affiliate" ofan
issuer.
28."Unrestricted stock" is stock that may legally be offered and sold in the public
securities marketplace by a non-affiliate, ordinarily having previously been subject to a
registration statement. Registration statements are transaction specific, however, and apply to
each separate offer and sale as detailed in the registration statement. Registration, therefore,
does not attach to the security itself, and registration at one stage for one party does not
necessarily suffice to register subsequent offers and sales by the same or different parties. Thus,
when a control person buys publicly-traded or otherwise unrestricted shares in a company s/he
controls, those shares automatically become subject to the legal restrictions on sales by an
affiliate, which strictly limit the quantity ofshares that may be sold in the public markets absent
registration. Without registration, affiliates are prohibited from selling large quantities ofan
issuer's shares, regardless ofhow the affiliates obtained those shares.
29.A "transfer agent" is a company which, among other things, issues and cancels
certificates ofa company's stock to reflect changes in ownership. Many companies that have
publicly traded securities use transfer agents to keep track ofthe individuals and entities that own
their stock. Transfer agents routinely keep track ofwhether shares are restricted from resale.
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30.The Over-the-Counter ("OTC") Markets is a stock quotation service that
facilitates public trading of shares in public companies that are not otherwise listed on national
securities exchanges (like NASDAQ or the New York Stock Exchange). Public companies that
do not have an obligation to file reports with the Commission may, nonetheless, choose to file
public reports (such as quarterly and annual statements) on the OTC Markets website for
investors to review and consider when making investment decisions.
31."Penny Stock," as used herein, generally refers to a security issued by a very
small company that trades at less than $5 per share.
FACTS
A.The Defendants' Use of Corrupt Intermediaries
32.Defendants' fraudulent schemes required the services of corrupt intermediaries to
facilitate and disguise Defendants' transactions. Defendants worked with several illegitimate
organizations, each of which the Commission has now sued for fraud, to secretly deposit, hold,
transfer, and sell the stocks that Defendants secretly controlled.
33.Shah and Clarke were clients of the Sharp Group, a Vancouver-based
organization run by an individual named Frederick Sharp that was in the business offacilitating
illegal stock sales in the public securities markets. The Sharp Group concealed the identities of
its clients like Shah and Clarke by offering an array of services, including forming and providing
offshore nominee companies that could hold shares for undisclosed control persons; and
providing and administering an encrypted communication network.
1
•
1
The Commission charged the Sharp Group and several other individuals on August 5, 2021, with violating
antifraud provisions of the Securities Act and the Exchange Act as a result of engaging in a multiyear scheme
involving the illegal sale of stock of hundreds of publicly traded companies. See SEC v. Sharp, et al., No 21-cv-
11276 (D. Mass. filed August 5, 2021).
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34.The Sharp Group also arranged for clients to deposit stock in offshore trading
platforms, including one based in Switzerland called Wintercap SA (formerly known as
Silverton SA, but referred to herein as "Wintercap), to obfuscate the control persons'
association with their public company stock.
2
Shah and Clarke had Wintercap accounts through
the Sharp Group, and later engaged directly with Wintercap.
35.The Sharp Group configured and provided to its clients devices that the Sharp
Group referred to as "xPhones," which were designed to be used only for communications on the
Sharp Group's encrypted communications network. The Sharp Group issued xPhones to Shah
and Clarke, and Shah and Clarke used those devices, with codenames, to communicate with each
other, and with Sharp and others who also used xPhones and codenames. Shah and Clarke used
xPhones and codenames because they were engaged in fraudulent conduct and took steps to
conceal that conduct.
36.Csurgo deposited stock into accounts that he had set up in Antevorta's name at
Wintercap. He also deposited stock into Antevorta accounts at Blacklight SA, which was
another overseas entity that was in the business of helping users conceal their ownership of
securities before dumping them.
3
Csurgo also, in January 2017, coordinated to fabricate a stock
purchase agreement for a purported stock acquisition from a Sharp Group nominee entity.
2
The Commission charged Wintercap SA and its principal, Roger Knox, on October 2, 2018, with violating the
anti fraud provisions of the Securities Act and the Exchange Act as a result of engaging in a multiyear scheme
involving the illegal sale of stock of at least 50 publicly traded companies. See SEC v. Knox, et al., No. 18-cv-12058
(D. Mass. filed October 2, 2018).
3
The Commission charged Blacklight in January 2020. See SEC v. Bajic, et al., No. 20-cv-00007 (S.D.N.Y., filed
Jan. 2, 2020) and SEC v. Ciapa/a, et al., No. 20-cv-00008 (S.D.N.Y., filed Jan 2, 2020).
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B.The First Part of the ZENO Scheme: Shah and Clarke Gain Control,
Consolidate Shares, Promote, and Trade
Shah and Clarke Take Control of ZENO
37.In August 2012, Zenosense's predecessor, Braeden Valley Mines, Inc., registered
for public sale 15 million shares of its common stock on Form S-1. The 15 million registered
shares were previously owned by two Panamanian directors of the corporation who retained an
additional 15 million restricted shares. The 15 million shares issued pursuant to the registration
statement were held in the names of individual Panamanian investors. On April 15, 2013, the
company filed its annual report on Form 10-K with the Commission, confirming that there were
30 million shares outstanding.
38.Accounting records of the Sharp Group reflect that by April 2013, Shah and
Clarke in fact controlled all 30 million Braeden Valley Mines shares.
39.In late 2013, Shah and Clarke exercised their control over Braeden Valley Mines
to enter into a licensing agreement, carry out a stock split, and change its name to Zenosense.
Shah and Clarke engaged a lawyer for the company in connection with the transaction, and they
took steps to acquire signatures from purported Braeden Valley Mines directors to approve the
corporate actions and to obtain sufficient proxy votes from purported shareholders to approve the
name change to Zenosense and other corporate actions. Braeden Valley Mines announced its
name change to Zenosense effective as of November 22, 2013, and authorized a 2-for-l stock
dividend.
40.Shah and Clarke were affiliates of Zenosense by virtue of their control over the
vast majority of Zenosense shares and their direct control over Zenosense's affairs.
41.In connection with the November 2013 corporate actions, Clarke wrote to Sharp
on October 22, 2013 to ask if the new share certificates resulting from the share dividend should
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be mailed directly to the nominal shareholders. Sharp responded "Nooo. Never." Sharp
instructed that instead the share certificates should be sent to a lawyer who would forward them
to the Sharp Group. Clarke responded that he had been working on the transaction with a lawyer
who was "quite straight which is the concern and I don't want to request something that could
cause problems." Sharp responded that Clarke should find a lawyer who would accept delivery
of the share certificates from the transfer agent, and then send them on to the Sharp Group.
Sharp explicitly told Clarke that the reason for this layering was to insulate the Sharp Group "if
the sec investigates this company" because the "sec will not bother the lawyer."
42.Braeden Valley Mines' Panamanian directors resigned in connection with the
November 2013 transaction and surrendered their previously issued shares. The cancellation
reduced the number of shares outstanding, and made more valuable the shares that Shah and
Clarke now controlled. Clarke worked with the Sharp Group to process the cancellation of the
Panamanian directors' shares. On December 4, 2013, Clarke wrote to the Sharp Group about the
pending "stock retirement for the 2 directors of Braeden" and asked "how quick this can be done
as there is an 8k going out tomorrow and it would be good to include it if it goes ahead." The
Sharp Group asked Clarke for "instruction on how many shares u want to cancel." Clarke wrote
that the directors should each "retire down 21750000 each" (a total of 43,500,000 shares). On
December 6, 2013, Zenosense filed a Current Report on SEC Form 8-K announcing the
departure of two prior directors of Braeden Valley Mines and stating that they "agreed to
surrender as a contribution to the capital of the Company an aggregate of 43,500,000 shares of
common stock."
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43.After the cancelation of the prior directors' shares and the stock dividend,
Zenosense had just over 48 million total shares outstanding, and Shah and Clarke, through the
Sharp Group, controlled 45 million of those purportedly free-trading shares.
44.The cancelation of the Panamanian directors' shares left the nominee entities
through which Shah and Clarke held their shares holding higher proportions of the remaining
outstanding shares. On December 6, 2013, the Sharp Group contacted Shah and Clarke with a
concern that each nominee account was going to be in excess of the five percent threshold and
"[w]e have no room to move the stock as every account had it." Ownership of more than five
percent of a security, like Zenosense, registered pursuant to Section l2(g) of the Exchange Act is
a threshold for reporting beneficial ownership under Section l3(d) of the Exchange Act. That
five percent threshold is used by broker-dealers when evaluating deposits of stock into brokerage
accounts. On December 8, 2013, Clarke wrote to Shah about the timing of the "cancellation of
the director shares" and "running the risk" of carrying positions in excess of five percent.
45.Shah and Clarke expressed concern about accounts holding greater than five
percent of Zenosense's shares when they were about to start a promotional campaign to secretly
pump up Zenosense's share price. Shah wrote to the Sharp Group on December 6, 2013, "[w]e
were just about to start promoting on Monday bought and paid for, how long will this take to sort
out?" Another example occurred on December 9, 2013, this time with Clarke writing to the
Sharp Group to confirm that a nominee entity would be under the five percent threshold, asking
"what do u think the timeframe is as the promo needs to be rescheduled to start as soon as the
cancellation is done?"
46.Shah then delayed the planned promotion of Zenosense until 2014. In March
2014, he reached out to the Sharp Group to ensure that the stock placement issues were resolved
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because "I am trying to coordinate promo and everything needs to be in place prior to kicking
off." Shah then instructed the traders who worked for Sharp to begin trading activity in
Zenosense in April 2014, selling during the promotion the shares that he and Clarke had
amassed.
47.After Braeden Valley Mines changed its name to Zenosense in late 2013,
Zenosense purportedly appointed a new CEO, but it was in actuality Shah and Clarke who
continued to control the company.  In August 2014, a market regulator, the Financial Industry
Regulatory Authority ("FINRA"), asked to speak with Zenosense management regarding
promotional activity (directed by Shah and Clarke) related to its common stock. Faced with
regulatory interest that could unravel their scheme, Shah orchestrated an arrangement to prepare
written responses to FINRAafter consulting with Sharp. On August 9, 2014, he wrote to Sharp,
"[r]equest came in from finra wanting to speak to management- it is voluntary however
obviously not going to ignore it. Last thing we need is the ceo speaking to them and counsel has
advised writing back and asking them to submit questions in writing as a verbal interview will be
difficult due to language barriers. Not sure ifyou have heard about these requests on other deals
but ifyou have any feedback on what they are really after and the best way to handle it would be
much appreciated." An August 11, 2014 email to FINRA, purportedly from Zenosense's
nominal CEO, claimed that English was not his first language and that he would respond to
written questions. On August 12, 2014, Shah wrote to Sharp, "Finra have come back with a dirty
laundry list of 25 questions long," including questions about the history ofthe Braeden Valley
shell company. Only Sharp could answer FINRA's questions because Sharp previously
controlled the Braeden Valley shell company.
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48.Clarke's direct control over Zenosense included his taking steps to arrange for a
new auditor for Zenosense. He wrote to Sharp on January 8, 2014, "[g]oing to change auditor on
zeno- will require prior auditors to reissue their reports and provide reps letters. New auditor has
offered very good price to reaudit 2012 balance sheet and inception to date income statement
which avoids this and is the preferred option- can you see any issues with this and who has done
the bookkeeping to date as I will need to contact them." Also, in September and October 2014,
Clarke took steps to change Zenosense's transfer agent, writing to the Sharp Group "looking to
change TA" as Zenosense's existing transfer agent "cannot do dwac." OWAC is a reference to
transferring stock via the electronic "Deposit & Withdrawal at Custodian" method. Clarke wrote
to Sharp on October 21, 2014, "Zeno is in process of changing TA."
Shah and Clarke Promote ZENO While Concealing Their Ownership
49.To create the false appearance that Zenosense's shares were beneficially owned
by independent shareholders, rather than consolidated with Shah and Clarke, Shah and Clarke
took steps to hold the stock in the names of several offshore nominee entities. Beginning in
September 2013, the Sharp Group deposited the shares accumulated by Shah and Clarke into
various offshore brokerage accounts in the names of nominee entities.
50.Zenosense shares were registered with the Commission under Section 12(g) of the
Exchange Act as of April 23, 2013. By holding the stock in blocks ofless than five percent, in
the names of nominee entities administered by Sharp, Shah and Clarke avoided (i) affirmative
obligations to file with the SEC required reports of beneficial ownership and (ii) screening by
transfer agents, broker-dealers, and other market participants who exercised special scrutiny over
sellers holding five percent or more of a company's stock.
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51.In 2013, while actively concealing their control over Zenosense, Shah and Clarke
began to orchestrate a promotional campaign to pump Zenosense's stock price. Shah and Clarke
used the Sharp Group to incorporate a Belize entity, called Rolling Media Solutions, Inc.
("Rolling Media"), to act as an intermediary to pay for promotions of Zenosense without
revealing that Shah and Clarke were behind the promotions. This part of the scheme meant that
Rolling Media was listed as the paying party in disclaimer language on written promotions,
concealing that undisclosed controlling shareholders, Shah and Clarke, were actually behind the
promotional material.
52.Shah and Clarke discussed steps to conceal their involvement with promotional
websites regarding Zenosense. For instance, on April 16, 2014, Clarke wrote to Shah about
taking steps to mask ownership of promotional websites: "someone has to set up a google
account- I am not going to do it from my home ip- if you have an internet shop anywhere near
you that would be the best bet and do it using [the name and address of Rolling Media's
purported beneficial owner] if it will allow you without a phone number- I can do it from a shop
tomorrow at some point although mexico would be better. ... If they want a phone number just
google a flower shop in belize [where Rolling Media was incorporated] and use that."
53.On January 25, 2014, Shah wrote to Clarke regarding Zenosense proposing a
boiler room to "start flogging this stuff." A boiler room refers to an arrangement for the use of
high-pressure sales tactics in cold calls to potential investors.
54.On April 1, 2014, Shah wrote to one of the Sharp Group in-house traders
regarding Zenosense that he was "[l]ooking to kick some promo off soon also get some news
out."
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55.In early April 2014, Shah engaged in cross-trading Zenosense shares, a fraudulent
market manipulation practice commonly used to give a false appearance of active trading in a
stock. Shah wrote to a trader on April 4, 2014, "[!Jet's cross 5k shares@ .75." On Monday,
April 7, 2014, reported trading in Zenosense shares was over 10 times the volume from the prior
Friday. Shah and Clarke sold a total of 70,500 shares for proceeds of approximately $49,000 on
April 7, 2014.
56.Shah directly oversaw the trading in Zenosense shares during 2014 and 2015,
providing detailed trading instructions to the Sharp Group traders on a daily basis. For example,
on November 7, 2014, the Sharp Group trader reported to Shah regarding Zenosense: "[s]old
684,000 so far (Exactly 50% of volume)." Shah responded "Great work."
57.Shah and Clarke actively engaged with promoters, including by reviewing and
editing the content of promotional materials. For example, on April 21, 2014, Clarke wrote
about the content of a promotion and noted that he would "do a cut and paste and make those
changes." On May 12, 2014, Clarke wrote to Shah that he should access a Rolling Media email
account and review draft promotional material that Clarke had saved there.
58.On August 7, 2014, Shah wrote to Clarke regarding a promotion:
Not sure if we need to edit the disclaimer? Also we need to change
the "initial profit target;$8.00" It would be consistent to the
landing page it was $5.00, And instead of profit target Should read
long term or mid term, something like that Also in that box the
symbol should read ZENO:OTCQB And I don't like the logo up in
the image at the top of page, he should move it down to that box
where he has all the buy recommendations in, ie: Immediate buy in
red Company logo below Symbol: ZENO:OTCQB
Recommendation strong buy below: $1 Longer term target $5.00
59.On October 3, 2014, Shah sent from his email account to a promoter a "final
creative" for mailing. Attached was an investor newsletter that claimed Zenosense was a "rare
18

ground-floor opportunity in breakthrough medical technology." It urged potential investors that
"Now is the Time to Act!" and "ZENO could rocket above $5.00 this year ...and if you act
quickly, you may be able to get in today for under $1.00!"
60.Shah and Clarke directed Wintercap (then known as Silverton), which controlled
several of the Sharp Group-administered brokerage accounts, to sell shares during the
promotions that they orchestrated. For example, on June 25, 2015, Clarke wrote to Wintercap
asking it to offer to sell Zenosense shares at $0.95 and to sell 20,000 shares "at that level for
starters."
61.In 2014 and 2015, Shah and Clarke, through nominee entity accounts
administered by the Sharp Group, sold approximately 6.6 million shares of Zenosense during a
promotional campaign for total proceeds of approximately $2.3 million.
62.Shah and Clarke were affiliates of Zenosense. Their stock sales were thus subject
to registration pursuant to Section 5 of the Securities Act, but Shah and Clarke did not register
their sales. By fraudulently concealing their control and ownership of the shares, and by
fraudulently arranging to have restricted legends removed from their shares, Shah and Clarke
were able to sell their stock directly into the market, in violation of the Securities Act.
C.The Second Part of the ZENO Scheme: Shah and Clarke Partner With
Csurgo and Antevorta to Amass More ZENO Shares and Conceal Their
Ownership
63.Shah and Clarke stopped selling Zenosense through the Sharp Group in July 2015
and established a direct relationship with Wintercap and its principal, Roger Knox. In August
2015, Knox incorporated an entity called Agron Capital SA ("Agron") in the Marshall Islands
and listed Shah as the beneficial owner. Agron's account at Wintercap received over 2 million
shares of Zenosense from Sharp Group-administered accounts in October 2015. On October 9,
2015, Sharp wrote to Wintercap (then known as Silverton), copying Clarke, "[w]e have
19

transferred usd53,618 to silv for agron, and have booked out 3 zeno positions in Q ... Pis
transfer these positions to agron's account at the brokers." Q was a reference to the Sharp
Group's internal accounting system.
64.Beginning in May 2016, Shah circuitously moved money to a nominee entity that
Shah and Clarke controlled for that entity to purchase additional Zenosense shares. Shah
instructed Wintercap to transfer approximately $155,000 from his Agron account to another
Wintercap client, Richmont Capital AG, on May 27, 2016. Once the money was in the
Richmont Capital account, two wires totaling $152,000 were sent to a Canadian lawyer. This
transfer was documented in a loan agreement between Richmont Capital as lender and a
Panamanian entity, Valley Heights, Inc. as borrower. The funds wired to the Canadian lawyer
were immediately sent to a New York law firm acting as counsel for Zenosense for Valley
Heights' purchase of 61,126,578 restricted shares ofZenosense issued on June 8, 2016. This
purchase, funded circuitously by Shah through multiple nominee entities and law firm trust
accounts, represented the majority (57.5%) of Zenosense's outstanding shares according to a
Schedule 130 filed on behalf of Valley Heights on June 16, 2016.
65.Shah and Clarke controlled the Valley Heights shares, and therefore, controlled
Zenosense. Wintercap held the Valley Heights' share certificate in its safe in Switzerland on
behalf of Shah and Clarke and took direction from Shah and Clarke regarding the shares. After
securing the restricted control block, Shah and Clarke, through their nominee, Valley Heights,
used their majority position to vote for a 1-for-7 reverse split of Zenosense's common stock
which was effective as of August 4, 2016. This allowed Shah and Clarke to reduce the number
of shares held by existing investors and to concentrate their control over Zenosense by reducing
the number of shares outstanding in the market.
20

66.Shah and Clarke then partnered with Csurgo and Antevorta and others to create a
control group to pump and dump Zenosense shares. As of December 31, 2016, just before the
start of a promotional campaign that Csurgo sponsored, Shah, Clarke, Csurgo, and others in the
control group with whom they coordinated, in the aggregate controlled over 90 percent of
Zenosense's total outstanding stock.
67.Like Shah and Clarke, Csurgo and Antevorta were affiliates of Zenosense by
virtue of their participation in the Zenosense control group.
68.Beginning in January 2017, Shah, Clarke, Csurgo, Antevorta and others in the
control group with whom they coordinated, worked together to deposit purportedly unrestricted
Zenosense stock with Wintercap and Blacklight. They then acquired additional Zenosense stock
by converting previously issued Zenosense debt, held by Shah and Clarke, into stock. This step
in their scheme provided the defendants with additional shares to sell into a Zenosense market
that they now controlled.
69.On January 31, 2017, Shah transferred the 809,685 shares of Zenosense he held
through Agron at Wintercap to Antevorta's Wintercap account. Csurgo signed and sent a share
purchase agreement to Wintercap to support the purchase, listing consideration paid of $12,700.
There is no record of any such payment in Antevorta's bank records, or in Wintercap's records
for its Agron and Antevorta accounts.
70.   Blacklight maintained a copy of a written "Agreement" memorializing the terms
among Shah and Clarke and those working in concert with them to pump and dump Zenosense
shares. The Agreement referenced Agron's (Shah's) 809,635 Zenosense shares "on deposit at
[Wintercap]." The Agreement provided that Agron (Shah) and others in the group had agreed to
combine their efforts through a "best efforts marketing campaign to generate enough sales to
21

complete the campaign within 6 months or less." It further provided that promotional materials
would be sent to Agron (Shah) "for review before being displayed online." According to the
Agreement, Agron (Shah) was informed that the campaign would "commence with phone
marketing" and have a starting "price point" of"$0.80 to $1.20."
71.On January 19, 2017, Shah and Knox were parties to an encrypted chat discussing
plans to condition the market, through manipulative trading, for a Zenosense promotional
campaign that would include a boiler room. ln the chat, another member of the Zenosense
control group wrote that he would start to "frame the market and prepare for kick offon [the]
program" and that he was waiting for instructions from the "room manager," a reference to a
boiler room operator. Knox responded, "too much info" and added a wink emoji, ";)."
72.In February 2017, Csurgo deposited 525,003 shares of Zenosense into Antevorta's
account at Blacklight. Transfer agent records and stock purchase agreements show the shares
were purportedly acquired from two of the original Panamanian S-1 holders and one of the Sharp
Group-administered nominee entities for $0.10 per share. Csurgo signed stock purchase
agreements in support of the deposit. ln reality, Csurgo and Antevorta had acquired all of their
shares from Shah and Clarke.
73.On February 17, 2017, Csurgo received an email from a trader ("Individual A")
who executed trades in Antevorta's accounts for Csurgo, that detailed the terms of Zenosense
sales between Antevorta and an account controlled by Shah at Wintercap, noting that the
Zenosense shares would be sold from the Shah-controlled account and proceeds would be split
50-50 with Antevorta unless Csurgo and Shah agreed otherwise. On March 20, 2017, Wintercap
sent Csurgo an email that attached a report of Antevorta's sales of Zenosense, and Wintercap
also included Shah (via Agron) as a recipient of the email.
22

74.To facilitate his acquisition of Zenosense stock, Csurgo signed a series of
fabricated stock purchase agreements purporting to show that Antevorta had obtained its shares
in bona fide, arms-length transactions. In reality, he had obtained them from other members of
the group, including Shah and Clarke, as part of their fraudulent scheme to defraud investors by
promoting and then selling Zenosense stock. As Csurgo knew, recklessly disregarded, or should
have known, depositing broker-dealers often require documentation of how a depositing
shareholder acquired shares, as part of the broker-dealers' compliance procedures to determine
that the transaction is not part of an unlawful distribution.
75.On February 24, 2017, Csurgo acquired 289,229 shares of Zenosense from a
Sharp Group nominee entity and deposited the shares in an Antevorta account at Wintercap. He
signed a stock purchase agreement dated February 22, 2017 to acquire the shares, but the
purchase price reflected a substantial premium over the market price with no apparent economic
rationale. There is no record of any such payment in Antevorta's bank records or accounting
records for the seller, which was a Sharp Group-administered nominee entity. Csurgo signed the
stock purchase agreement because Wintercap required formal documentation of the acquisition
of shares. Wintercap ultimately sent this fake stock purchase agreement to the depositing
broker-dealer because the depositing broker-dealer required documentation of how the shares
were acquired, in keeping with its obligation to make an inquiry to determine that it was not part
of an unlawful distribution.
76.Csurgo used the Antevorta bank account he controlled to fund a $311,000
campaign to promote Zenosense between February 10, 2017 and May 31, 2017. After virtually
no trading since August 2016, Zenosense's share price and trading volume increased
23

substantially during the promotion, peaking at $3.50 per share on over 6 million shares traded on
April 10,2017:
Zenosense, Inc. (ZENO)- Price and Volume Chart
77.Between February 13, 2017 and April 10, 2017, Shah, Clarke, Csurgo, and others
with whom they coordinated, sold over 6.3 million Zenosense shares, generating proceeds of
approximately $7.9 million.
78.Shah, Clarke, Csurgo, and Antevorta failed to register their stock sales pursuant to
Section 5 of the Securities Act. Therefore, their Zenosense stock should have been restricted
from resale, because Shah, Clarke, Csurgo, and Antevorta were Zenosense affiliates.
D.The Third Part of the ZENO Scheme: Shah and Clarke Create Their Own
Nominee Entity and Continue the Scheme
79.Between June 2017 and September 2018, Shah and Clarke continued to deposit
shares of Zenosense into nominee accounts held at Wintercap, with each account holding less
than five percent, and they sold almost 9 million shares for proceeds of $3.2 million during this
time period.
24

80.By June 2017, Shah and Clarke were no longer partnering with Csurgo and
Antevorta to pump and dump Zenosense shares. Shah and Clarke continued their Zenosense
fraud, but now needed a new entity to hold positions below five percent and conceal their
ongoing control.
81.On July 10, 2017, Wintercap incorporated a new entity, Nerima Capital SA
("Nerima") in the Marshall Islands on behalf of Shah and Clarke. The purpose of this new entity
was to hold Zenosense shares belonging to Shah and Clarke, while remaining below the five
percent threshold. Shah and Clarke provided Wintercap with the name and passport of a person
who was identified as the beneficial owner of Nerima. In reality, Shah and Clarke maintained
trading authority over the Nerima account.
82.On July 14, 2017, Shah wrote to Wintercap regarding Nerima and asked who
would be the new company's directors. Wintercap responded, "[s]ame as agron." Shah then
wrote, "that is a problem as the directors will then have control of over 5 percent and it breaks
the terms of the Agron debt conversation agreements."
83.Wintercap, acting at the direction of Shah and Clarke, arranged the paperwork to
transfer Zenosense shares from existing purported shareholders into Nerima's name. On July 14,
2017, Wintercap wrote to Shah to ask how Nerima would acquire its shares of Zenosense. Shah
responded that Wintercap already possessed the share certificates. Wintercap responded that it
held eight share certificates in its safe for Zenosense, including the Valley Heights restricted
shares, and asked "which cert do you want to have Nerima acquire?" Shah responded, "[u]se the
ones that are free trading, there are some that are restricted, that amount should be under 5%"
and further explained, "[y]ou should have 4 free trading certs and back up docs" totaling 907,146
shares. Shah then provided the names of the shareholders including one Sharp Group-
25

administered company and three of the original Panamanian S-I shareholders. On July 25, 2017,
Nerima's account received the first deposit of 907, 146 shares as Shah instructed.
84.Shah continued to direct promotional activities regarding Zenosense. On July 20,
2017, Shah wrote to Wintercap that he was "trying to schedule media for next week" and asked
when he would be able to start trading. In an October 17, 2017 encrypted chat, Shah wrote to
Wintercap that the Zenosense promotional campaign was a "long term program and promo can
be stopped slowed down or speeded up at any time." As before, Shah and Clarke continued to
control Zenosense's operations, as well as controlling its stock. Indeed, Shah took steps to make
sure that Zenosense's purported management was excluded from key developments in the
promotion of the company's stock. On November 7, 2017, Shah received an email from a
promoter asking if the promoter should run an article by Zenosense management to make sure it
was correct. Shah responded "[n]o please don't send anything to the company. I will review it
shortly and approve."
85.Shah and Clarke directed Wintercap to sell shares held by the Agron and Nerima
accounts during the promotions that they orchestrated. For example:
a.  In November 2017, Shah complained to Wintercap that its traders had not
unloaded shares when they were trading at a price that Shah desired.
Wintercap wrote to Shah on November 6, 2017, "[w]e have already exceeded
20% of daily market volume. We sold 20k early. Then our offer was
suppressing the market all afternoon." Wintercap also warned Shah, "[t]his
deal has already been flagged, meaning we lost our best route to market."
b.  On December 13, 2017, Clarke wrote to Wintercap, "[c]an you send through
stock balances for [the Agron and Nerima] accounts." Once he received them,
he requested that Wintercap "offer 10k at 0.27 zeno" from the Agron account.
Once Wintercap completed that trade, Clarke wrote "hang back for time
being." He later directed Wintercap to sell at .265 and to "[k]eep going until
advised."
c.  On December 15, 2017, Clarke instructed Wintercap regarding the price at
which to offer Zenosense shares, and then to "[t]ap the bid [price] for 200k
26

[shares]" when it reached $0.25 per share. Wintercap asked "[o]n a daily
volume of 300k?" and Clarke replied "Y."
d.  On January 8, 2018, Shah wrote to Wintercap asking if Agron's account could
start trading, because the Nerima account "must be close to being flat[.]"
86.Shah and Clarke deposited a total of 9, l 04,716 Zenosense shares with Wintercap
from July 2017 through June 2018. They deposited 2,831,002 shares into the Nerima account
and the balance, 6,237,714, into Shah's Agron account. Between June 2017 and September
20 l 8, Shah and Clarke sold 8,962,059 shares of Zenosense, generating another $3.2 million in
trading proceeds.
87.Shah and Clarke failed to register these stock sales pursuant to Section 5 of the
Securities Act. Therefore, their Zenosense stock should have been restricted from resale because
Shah and Clarke were affiliates of Zenosense.
E.The Envoy Group Scheme: Csurgo and Antevorta
88.Between late 2016 and mid-2017, Csurgo engaged in a scheme to defraud
investors and securities intermediaries, by concealing his ownership of stock in another microcap
company, Envoy Group. He arranged to hold Envoy Group stock in multiple accounts at
Wintercap, including an account in Antevorta's name. He sold Envoy Group stock from
Antevorta's account, and reloaded the Antevorta account from other accounts where the stock
was "parked," thereby ensuring Antevorta's account on its own never exceeded the five percent
threshold used by broker-dealers when evaluating deposits of stock into brokerage accounts.
While using multiple accounts to conceal the amount of Envoy Group stock that he owned,
Csurgo funded a promotional campaign to tout Envoy Group's stock and increase the proceeds
from his illegal sales.
89.In September 2013, Envoy Group had registered on Form S-1 the public sale of
3,000,000 shares of common stock. Envoy Group issued the 3,000,000 shares to 22 individual
27

investors in October 2013. Effective October 22, 2014, Envoy Group executed a IO-for-I
forward split of its common stock, increasing to 30,000,000 the number of purportedly
unrestricted shares.
90.In December 2016, Individual A began to arrange the transfer of7,000,000 Envoy
Group shares to Antevorta's account at Wintercap. Wintercap responded that it could not accept
the shares into Antevorta's account because it would "create a situation whereby the client is
holding in excess of 5% of outstanding shares." To avoid Antevorta's account holding over five
percent of Envoy Group's outstanding shares, Individual A agreed to hold for Antevorta half of
the shares (3.5 million) in his own account at Wintercap.
91.ln January 2017, Csurgo and Individual A coordinated to finalize a fabricated
stock purchase agreement purporting to document Individual A's purchase of Envoy Group
shares from a Sharp Group nominee entity. The stock purchase agreement was a sham, because
Individual A never paid or intended to pay for the Envoy Shares that were transferred to his
account. Instead, Individual A accepted the shares in his account in order to park them for
Csurgo.
92. As of mid-January 2017, a close associate of Csurgo ("Individual B") had acquired
approximately 2.2 million shares of Envoy stock in the account of an entity that the associate
controlled.  lndividual A had trading authority over his own, Antevorta's, and Individual B's
accounts and all Envoy shares in all three accounts were held for Antevorta's benefit. These 2.2
million shares, combined with the 7 million shares held in the accounts of Antevorta and
Individual A, represented approximately 11 percent of the total Envoy Group stock outstanding
at the time and approximately 40 percent of the float (the amount of purportedly unrestricted
shares on deposit with broker-dealers). Individual A retained trading authority over all three
28

accounts. Collectively, Csurgo, Antevorta, Individual A, and Individual B constituted a control
group in Envoy Group.
93.Csurgo orchestrated a promotional campaign to create market demand for Envoy
Group stock before he began selling shares. Csurgo, from Antevorta's bank account, funded a
$523,000 promotional campaign for Envoy starting on July 5, 2017. Csurgo's payments were to
a stock promoter with which Csurgo, on behalf of Antevorta, had executed an "exclusive
marketing contract."
94.Csurgo engaged in or directed manipulative trading to support the price of Envoy
Group stock during the promotional campaign. He used an Antevorta account at Blacklight to
buy stock while at the same time selling stock from an Antevorta account at Wintercap, as
summarized in the table below:
Antevorta Account (ti), Wintercao
Antevorta Account @ Blacklight
Date
Quantity Sold
Average Price
Quantity
Average Price
Per Share
Purchased
Per Share
7/13/2017
123,237
$0.46
15,000
$0.47
7/17/2017
305,000
$0.53
20,000
$0.54
7/18/2017
470,724
$0.57
10,000
$0.56
7/20/2017
890,000
$0.71
11,400
$0.70
95.Csurgo's promotional and trading efforts were successful. Envoy's stock price
climbed from around $0.30 per share in early July 2017 to a peak of over $0.80 per share by July
21, 2017. Trading volume exceeded a million shares over 30 times as illustrated by the chart
below.
29

Envoy Group Corp - Price and Volume (July- Sept 2017)
.hill
llilt..lil
lu
96.By July 20, 2017, Csurgo sold nearly all ofthe 3,500,000 shares in Antevorta's
account, generating proceeds ofapproximately $2 million. On July 21, 2017, Individual A
transferred 3,500,000 shares ofEnvoy stock that were parked in his account to the Antevorta
account. To support the transfer, Csurgo and individual A signed a stock purchase agreement
purporting to show that Antevorta paid $5,000 as consideration for the shares. Csurgo did pay
$5,000 to Individual A, but it was merely compensation for holding the shares in his account as
opposed to arms-length consideration for the purchase ofthe shares. The $5,000 price in the
stock purchase agreement represented a 99.8% discount from the closing price ofEnvoy stock on
the day ofthe transfer. If Individual A had actually controlled the shares, he could have sold
them in the market, which was highly liquid due to the ongoing promotional campaign, for a
much higher profit.
97.Once the Antevorta account was reloaded with Individual A's shares, Csurgo
immediately began dumping more Envoy shares, generating another $1.2 million in proceeds
between July 21 and July 31, 2017. Reloading again when Antevorta's account was nearly out
30

of Envoy stock, on August 1, 2017, Csurgo had 2, 196,089 shares of Envoy transferred to
Antevorta's account from the account of Individual B. The stock purchase agreement
documenting this transfer also included consideration of $5,000, again reflecting a nonsensical
discount from market price.
98.In total, between June 23, 2017 and September 11, 2017, Csurgo, through
Antevorta's accounts at Wintercap and Blacklight, sold 9,196,089 shares of Envoy Group stock
for proceeds of approximately $3.8 million.
99.Csurgo, and Antevorta failed to register their stock sales pursuant to Section 5 of
the Securities Act. Therefore, their Envoy Group stock should have been restricted from resale,
because Csurgo and Antevorta were Envoy Group affiliates as a result of their connection to the
control group.
31

F.Additional Fraudulent Conduct, 2017-2018: Csurgo and Antevorta
EnviroTechnologies International, Inc.
100.   Csurgo signed a document dated April 24, 2017 on behalf of Antevorta purporting
to show that Antevorta purchased debt convertible to shares of EnviroTechnologies for $1,000.
In reality, Antevorta did not pay anything to purchase the debt. Instead, Antevorta received the
debt instrument for free, in exchange for funding promotions of EnviroTechnologies for an
undisclosed control group that was secretly dumping its shares into the market. Again, Csurgo
signed the purported acquisition agreement to make it look as though Antevorta's acquisition of
the debt took place via a bona fide transaction, even though it had not.
101.A significant percentage ofEnviroTechnologies' stock was controlled by Timothy
Page" and other members of his undisclosed control group. As part of Page's scheme, Csurgo
used Antevorta's bank account to fund a $223,000 promotional campaign for
EnviroTechnologies stock, which ran from April through October 2017. Later, in October and
November 2017, Csurgo, through Antevorta's bank account, paid over $517,000 to a boiler room
operator that was working with Page to liquidate EnviroTechnologies' stock.
l 02.   In May 2017, in connection with his role in promotional activities, Csurgo
converted the purportedly acquired debt into ten million shares of EnviroTechnologies' stock,
which he deposited into Antevorta's brokerage account. No payment for the purported debt
acquisition is reflected in Antevorta's bank records or the records of the purported seller. As
Csurgo knew, recklessly disregarded, or should have known, Page's associate provided the
4
The Commission charged Page, his son, Trevor Page and an officer and director of EnviroTechnologies, William
Shupe, on September 23, 2021 in connection with this scheme. See SEC v. Page, et al., No. 1 :2 l-cv-05292
(E.D.N.Y., filed Sept. 23, 2021) and SEC v. Catt/in, et al., No. 1 :2 l-cv-05294 (E.D.N.Y. filed Sept. 23, 2021). The
Commission also charged the scheme's boiler room operator on July 17, 2019. See SEC v. O'Rourke, et al., No. 19-
cv-4137 (E.D.N.Y. filed July 17, 2019).
32

fabricated assignment agreement to EnviroTechnologies' transfer agent to facilitate the transfer
and sale of the stock. The fabricated agreement was also provided to an attorney and
Antevorta's broker-dealer. Csurgo's sale of EnviroTechnologies shares from Antevorta's
account between May 2017 and February 2018, generated proceeds of $422,367, while the
control group with Page reaped combined profits of more than $4.6 million overall.
Drone Guarder, Inc.
103.   In August and September 2017, Antevorta purportedly acquired two positions of
Drone Guarder from another Blacklight accountholder, totaling 6.2 million shares. Csurgo
signed two stock purchase agreements on behalf of Antevorta purporting to show Antevorta's
payment of $20,000 for each block of shares. No payment for the shares is reflected in
Antevorta's bank or brokerage records or records of the purported seller.
104.   Csurgo, through Antevorta's bank account, paid over $450,000 for a campaign
promoting Drone Guarder that ran from September 5, 2017 through March 9, 2018. Csurgo,
through Antevorta's brokerage account, sold all 6.2 million shares of Drone Guarder between
September 28, 2017 and April 3, 2018, generating proceeds of $848,514.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
Violations of Sections 17(a)(l) and (3) of the Securities Act
(All Defendants)
105.   Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if
fully set forth herein.
106.   During the Relevant Period, the stock of Zenosense, Envoy Group,
EnviroTechnologies, and Drone Guarder was each a security under Section 2(a)(l) of the
Securities Act [15 U.S.C. § 77b(a)(l)].
33

107.   By reason of the conduct described above, Shah and Clarke, directly or indirectly,
in connection with the offer or sale of Zenosense securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, directly or indirectly, acting
intentionally, knowingly, recklessly, or negligently (i) employed devices, schemes, or artifices to
defraud; and (ii) engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon any persons, including purchasers or sellers of the
securities.
108.   By reason of the conduct described above, Csurgo and Antevorta, directly or
indirectly, in connection with the offer or sale of Zenosense, Envoy Group, EnviroTechnologies,
and Drone Guarder securities, by the use of the means or instrumentalities of interstate
commerce or of the mails, directly or indirectly, acting intentionally, knowingly, recklessly, or
negligently (i) employed devices, schemes, or artifices to defraud; and (ii) engaged in
transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon any persons, including purchasers or sellers of the securities.
109.   By reason of the conduct described above, Shah, Clarke, Csurgo, and Antevorta
violated Securities Act Sections 17(a)(l) and (3) (15 U.S.C. §77q(a)(l) and (3)] and will
continue to violate those sections unless enjoined.
SECOND CLAIMFOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
Violations of Section lO(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder
(All Defendants)
110.   Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if
fully set forth herein.
34

111.   During the Relevant Period, the stock of Zenosense, Envoy Group,
EnviroTechnologies, and Drone Guarder was each a security under Section 3(a)(l) of the
Exchange Act [15 U.S.C. § 78c(a)(10)].
112.   By reason of the conduct described above, Shah and Clarke, directly or indirectly,
in connection with the purchase or sale of Zenosense securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, or of any facility of any national
securities exchange, intentionally, knowingly or recklessly, (i) employed devices, schemes, or
artifices to defraud; and (ii) engaged in acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon any persons, including purchasers or sellers of the
securities.
113.   By reason of the conduct described above, Csurgo and Antevorta, directly or
indirectly, in connection with the purchase or sale of Zenosense, Envoy Group,
EnviroTechnologies, and Drone Guarder securities, by the use of the means or instrumentalities
of interstate commerce or of the mails, or of any facility of any national securities exchange,
intentionally, knowingly or recklessly, (i) employed devices, schemes, or artifices to defraud;
and (ii) engaged in acts, practices, or courses of business which operated or would operate as a
fraud or deceit upon any persons, including purchasers or sellers of the securities.
114.   By reason of the conduct described above, Shah, Clarke, Csurgo, and Antevorta
violated Exchange Act Section l0(b) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c) [17 C.F.R.
$240.10b-5(a), (c)] thereunder and will continue to violate those sections unless enjoined.
35

THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
Violations of Sections 5(a) and 5(c) of the Securities Act
(All Defendants)
115.   Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if
fully set forth herein.
116.   During the Relevant Period, the stock of Zenosense and Envoy Group was each a
security under Section 2(a)(l) of the Securities Act [15 U.S.C. § 77b(a)(l)].
117.   By reason of the conduct described above involving Zenosense securities, Shah
and Clarke, directly or indirectly: (a) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement has been in effect and
for which no exemption from registration has been available; and/or (b) made use of the means
or instruments of transportation or communication in interstate commerce or of the mails to offer
to sell, through the use or medium of a prospectus or otherwise, securities, including, but not
limited to, one or more of the securities identified in Paragraph 23, as to which no registration
statement has been filed.
118.   By reason of the conduct described above involving Zenosense and Envoy Group
securities, Csurgo and Antevorta, directly or indirectly: (a) made use of the means or
instruments of transportation or communication in interstate commerce or of the mails to sell,
through the use or medium of a prospectus or otherwise, securities as to which no registration
statement has been in effect and for which no exemption from registration has been available;
and/or (b) made use of the means or instruments of transportation or communication in interstate
commerce or of the mails to offer to sell, through the use or medium of a prospectus or
36

otherwise, securities, including, but not limited to, one or more of the securities identified in
Paragraphs 22-23, as to which no registration statement has been filed.
119.   As a result, Shah, Clarke, Csurgo, and Antevorta violated Sections 5(a) and (c) of
the Securities Act [15 U.S.C. §§77e(a), (c)] and will continue to violate those sections unless
enjoined.
FOURTH CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
Violations of Section lO(b) of the Exchange Act and Rule 10b-5(b)
(Csurgo and Antevorta)
120.   Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if
fully set forth herein.
121.During the Relevant Period, the stock of Zenosense and EnviroTechnologies was
each a security under Section 3(a)(l) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
122.   By reason of the conduct described above, Csurgo and Antevorta, directly or
indirectly, in connection with the purchase or sale of securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, or of any facility of any national
securities exchange, intentionally, knowingly or recklessly, made untrue statements of material
facts 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.
123.   By reason of the conduct described above, Csurgo and Antevorta violated
Exchange Act Section l0(b) [15 U.S.C. §78j(b)] and Rule 10b-5(b) [17 C.F.R. $240.10b-5(b)]
thereunder and will continue to violate those sections unless enjoined.
37

FIFTH CLAIMFOR RELIEF
OBTAINING MONEY OR PROPERTY BY MISREPRESENTATIONS IN
CONNECTION WITH THE OFFER OR SALE OF SECURITIES
Violations of Section 17(a)(2) of the Securities Act
(Csurgo and Antevorta)
126.   Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if
fully set forth herein.
127.   During the Relevant Period, the stock of Zenosense and EnviroTechnologies was
each a security under Section 2(a)1) of the Securities Act [15 U.S.C. § 77b(a)(l)].
128.   By reason of the conduct described above, Csurgo and Antevorta, in connection
with the offer or sale of securities, by the use of the means or instrumentalities of interstate
commerce or of the mails, directly or indirectly, acting knowingly, recklessly, or negligently,
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.
129.   By reason of the conduct described above, Csurgo and Antevorta violated
Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and will continue to violate that section
unless enjoined.
38

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court grant the following
relief:
I.
Enter a Final Judgment permanently enjoining Shah, Clarke, Csurgo, Antevorta, and their
officers, agents, servants, employees and attorneys, and those persons in active concert or
participation with them who receive actual notice of the injunction by personal service or
otherwise, and each of them, from violating Sections 5(a), 5(c), and 17(a)(l) and (3) ofthe
Securities Act [15 U.S.C. $77e(a), (c) and §77q(a)(l) and (3)] and Section l0(b) of the
Exchange Act [15 U.S.C. §78j(b)], and Rules I0b-5(a) and (c) thereunder [17 C.F.R. $240.10b-
5(a) and (c)];
II.
Enter a Final Judgment permanently enjoining Csurgo and Antevorta, and their officers,
agents, servants, employees and attorneys, and those persons in active concert or participation
with them who receive actual notice of the injunction by personal service or otherwise, and each
of them, from violating Section 17(a)(2) of the Securities Act [15 U.S.C. §77q(a)(2)] and Section
l0(b) ofthe Exchange Act [15 U.S.C. §78j(b)], and Rule 10b-5(b) thereunder [17 C.F.R.
$240.10b-5(b)]:
III.
Enter a Final Judgment ordering Defendants to disgorge their ill-gotten gains and pay
prejudgment interest thereon;
IV.
Enter a Final Judgment imposing civil money penalties upon Defendants pursuant to
39

Section 20(d) of the Securities Act [15 U.S.C. §77t(d)] and Section 2l(d)(3) of the Exchange Act
[15 U.S.C. §78u(d)(3)];
V.
Enter a Final Judgment prohibiting Shah, Clarke, and Csurgo from participating in any
offering of a penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)]
and/or Section 2 l(d) of the Exchange Act [15 U.S.C. §78u(d)]; and
VI.
Enter a Final Judgment barring Shah, Clarke, and Csurgo from directly or indirectly,
including, but not limited to, through an entity owned or controlled by any of them, participating
in the issuance, purchase, offer, or sale of any security; provided, however, that such injunction
shall not prevent Shah, Clarke, and Csurgo from purchasing or selling securities listed on a
national securities exchange for their own personal accounts
VII.
Granting such other and further relief as this Court deems just and proper.
JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiffdemands that this
case be tried to a jury.
DATED: April l2022.
Alicia Reed (NYBar No. 4913596)
*Martin F. Healey (Mass Bar No. 227550)
David H. London (Mass Bar No. 638289)
Michael Moran (Mass Bar No. 666885)
40

*Amy Gwiazda (Mass Bar No. 663494)
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch St., 24th Floor
Boston, MA 02110
Phone: (Reed) 617-573-8931
(617) 573-8952 (Healey)
617-573-8997 (London)
617-573-8997 (Moran)
Fax: 617-573-4590
[email protected]; [email protected];
[email protected]; [email protected]
*Not admitted in the S.D.N.Y.
41

JUDGE LIMAN 220V3012
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,
v.

DEAN SHAH, HENRY CLARKE,
JULIUS CSURGO, AND ANTEVORTA
CAPITAL PARTNERS, LTD.,

Defendants.

22-cv-)

FILED UNDER SEAL

JURY TRIAL DEMANDED

COMPLAINT

Plaintiff, Securities and Exchange Commission (the "Commission"), alleges the

following against defendants Dean Shah ("Shah"), Henry Clarke ("Clarke"), Julius Csurgo
z7

("Csurgo"), and Antevorta Capital Partners, Ltd. ("Antevorta") (collectively, "Defendants"): •

SUMMARY

1. This is a securities fraud enforcement action. Defendants intended to, and did,

defraud investors by secretly dumping onto the market large quantities of stock. Defendants did

so while concealing that they held large, controlling positions in that stock. The stock, referred

to as "penny stocks," was issued by smaller, or "microcap," companies. In furtherance of their

scheme, Defendants intentionally circumvented the registration and disclosure requirements at

the core of the federal securities laws. Defendants also engaged in trading activity intended to

manipulate stock prices, and secretly funded promotional campaigns to stir up investor interest in

the stocks of companies that Defendants secretly controlled.

L
r­



2. From 2013 through at least 2018 (the "Relevant Period"), Defendants' goal was to

secretly gain control of thinly-traded microcap companies, hire stock promoters to generate

demand for their shares, and then profit by selling those shares illegally to unsuspecting

investors.

3. Defendants knew of, and purposely flouted, the registration and disclosure

requirements of federal securities law. Before selling stock, control persons are required to:

(a) register the stock sales with the Commission pursuant to Section 5 of the Securities Act of

1933 ("Securities Act") [15 U.S.C. §77e]; (b) sell the stock pursuant to an applicable exemption

from registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [ 17

C.F.R. §240.144], including limitations on the amount of stock a control person can legally

sell. Also, investors in certain public companies are required publicly to disclose any ownership

interest in excess of 5% of the company's publicly traded stock. Ownership of more than five

percent of a security registered pursuant to Section l 2(g) of the Securities Exchange Act of 1934

("Exchange Act") is a threshold for reporting beneficial ownership under Section 13(d) of the

Exchange Act, and is often a threshold used by broker-dealers when evaluating deposits of stock

into brokerage accounts.

4. These registration requirements, sale restrictions, and disclosure obligations are

safeguards designed to inform investors about the nature of the stock they are holding or

considering buying, and from whom they would be buying that stock. Defendants sought to

evade the registration and disclosure rules by concealing their identities -- typically by holding

the stock in corporate accounts that served as nominee stock holders -- from the public, brokers,

and regulators. Concealing their identity was key to Defendants' scheme to perpetrate their

fraud on investors by secretly dumping their stock into the securities markets. In effect, their

2



stock sales appeared as ordinary sales by ordinary investors, when the reality was that these were

sales by control persons who were dumping their holdings into the market.

5. Defendants concealed their control of the securities of Zenosense, Inc.

("Zenosense"). Beginning in 2013, Shah and Clarke controlled Zenosense, both in their control

of its outstanding stock and their actual control over its affairs. Shah and Clarke took steps to

conceal their majority ownership and actual control, including by dispersing their shares into

accounts of various fictional nominee accountholders. They used their control over the company

to reduce its number of shares outstanding, thus increasing their controlling interest. Then, in

2016, Shah and Clarke used their secret control over Zenosense to issue new freely tradeable

stock to themselves to bolster their domination of Zenosense (and at the same time diluting the

value of shares belonging to investors who had previously purchased Zenosense shares).

6. Also in 2016, Shah and Clarke formed a partnership with Csurgo and his

company Antevorta to form a control group that amassed, and concealed control over, 90 percent

of Zenosense's total outstanding stock. ln carrying out his role in the scheme, Csurgo signed a

stock purchase agreement which falsely represented that Antevorta had purchased Zenosense

shares, when in fact Antevorta paid nothing for the shares that it received. The reason for

Csurgo to sign the stock purchase agreement was to create the appearance of a legitimate

acquisition of shares when depositing them at a broker-dealer.

7. Later, beginning in 2017 when their partnership with Csurgo and Antevorta had

ended, Shah and Clarke continued their scheme by forming yet another fictional nominee entity

to hold Zenosense shares and disguise their controlling interest.

8. While they held undisclosed and hidden controlling interests in Zenosense,

Defendants engaged in manipulative trading and orchestrated paid promotional campaigns to

3



build investor interest in Zenosense. Defendants then sold their shares to unsuspecting investors

as Defendants' efforts led to increasing share prices.

9. Using similar methods to the Zenosense fraud, Csurgo and Antevorta amassed

secret control of Envoy Group Corp. ("Envoy Group"). Csurgo avoided disclosure of his and

Antevorta's controlling interest by coordinating with others to disperse Antevorta's shares into

multiple accounts that he controlled but that were not all in his or Antevorta's name. Csurgo also

orchestrated promotional activity regarding Envoy Group, and engaged in manipulative trading

to condition the market ahead of his secret promotions and sales.

10. Csurgo's fraud extended to his involvement in a group with control over two

additional companies. Csurgo in 2017 signed a document purporting to show that Antevorta

purchased debt that was convertible to shares of another microcap company called

EnviroTechnologies International, Inc. ("EnviroTechnologies"). Antevorta in fact paid nothing

for its shares. He also signed a non-affiliation representation letter falsely stating that he was not

an affiliate of the issuer. Csurgo signed these documents for the purpose of fraudulently

inducing the transfer agent for EnviroTechnologies stock to remove restricted legends from the

share certificates. These documents were in fact provided to EnviroTechnologies' transfer agent

and the restrictive legends were removed. Removal of the restrictive legends enabled Csurgo

and Antevorta to sell their shares into the public market, even though Csurgo's and Antevorta's

sales violated the applicable laws regulating sales of shares owned or controlled by control

groups. Csurgo also paid for promotion of EnviroTechnologies stock and sold approximately 2.4

million shares from Antevorta's account during that promotional activity.

11. Csurgo similarly signed two stock purchase agreements related to a fourth

microcap company, Drone Guarder, Inc. ("Drone Guarder"), also to create the false appearance

4



of a legitimate transaction that had not occurred. He also paid for a promotional campaign while

selling Drone Guarder shares from Antevorta's account.

VIOLATIONS

12. By virtue of the conduct alleged herein, Shah, Clarke, Csurgo, and Antevorta

violated Sections 5(a), 5(c), l 7(a)(l) and 17(a)(3) of the Securities Act [15 U.S.C. §§77e(a),

77e(c) and 77q(a)(l) and (3)], and Section l0(b) of the Exchange Act [15 U.S.C. §78j(b)] and

Rules 10b-5(a) and (c) [17 C.F.R. $$240.10b-5(a) and (c)] thereunder, and Csurgo and Antevorta

also violated Section l0(b) of the Exchange Act and Rule 10b-5(b) [17 C.F.R. $240.10b-5(b)]

thereunder, and Section l 7(a)(2) of the Securities Act [15 U.S.C. §77q(a)(2)].

NATURE OF THE PROCEEDING AND RELIEF SOUGHT

13. The Commission brings this action pursuant to the authority conferred upon it by

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

[15 U.S.C. §78u(d)(l)].

14. The Commission seeks a final judgment: (a) permanently enjoining Defendants

from engaging in transactions, acts, practices, and courses of business of the type alleged in this

Complaint; (b) ordering Defendants to disgorge any ill-gotten gains with prejudgment interest

thereon, pursuant to Section 2l(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7)]; (c) ordering

Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15

U.S.C. §77t(d)] and Section 2l(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; (d)

prohibiting Shah, Clarke, and Csurgo from participating in any offering of a penny stock,

pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or Section 21 (d)(6) of the

Exchange Act [15 U.S.C. §78u(d)(6)]; (e) barring Shah, Clarke, and Csurgo from directly or

indirectly, including, but not limited to, through an entity owned or controlled by any of them,

5



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

such injunction shall not prevent Shah, Clarke, and Csurgo from purchasing or selling securities

listed on a national securities exchange for their own personal accounts; and (f) ordering such

other and further relief the Court may deem just and proper.

15. The Commission seeks emergency preliminary relief against Csurgo and

Antevorta, including a temporary restraining order against further violations of the federal

securities laws by Csurgo and Antevorta and an emergency asset freeze to preserve the assets

necessary to satisfy an eventual judgment against Csurgo and Antevorta. The Commission also

requests a repatriation order to facilitate the return of Csurgo and Antevorta's assets to the

United States for eventual distribution to harmed investors.

JURISDICTION AND VENUE

16. This Court has jurisdiction over this action pursuant to Sections 20(d)( l) and

22(a) of the Securities Act [15 U.S.C. §§77t(d)(l) and 77v(a)] and Sections 2l(d), 21(e), and 27

of the Exchange Act [15 U.S.C. §§78u(d), 78u(e), 78aa]. 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]. A substantial portion of the acts, practices, transactions and courses of business

alleged in this Complaint occurred within the Southern District of New York. Certain

individuals who resided in this district purchased shares of the stock at issue during the

Defendants' fraudulent schemes.

17. In connection with the transactions, acts, practices, and courses of business

alleged in this Complaint, Defendants, directly or indirectly, singly or in concert, made use of the

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

mails.

6



DEFENDANTS

18. Dean Shah, age 53, is a Canadian and U.K. citizen and, on information and

belief, resides in Spain.

19. Henry Clarke, age 51, is a U.K. citizen and, on information and belief, resides in

Spain.

20. Julius Csurgo, age 66, also known as Gyula Karoly Csurgo, is a Canadian and

Hungarian citizen and, on information and belief, resides in Ontario, Canada. He is the director

and beneficial owner of defendant Antevorta.

21. Antevorta Capital Partners, Ltd. is a company that Csurgo incorporated in both

Canada and the British Virgin Islands. Antevorta claims to be a corporate finance and business

consulting firm, specializing in helping companies raise capital through debt and equity and

assisting companies in reverse mergers and direct listings on U.S. and Canadian markets.

Antevorta is owned and controlled by Csurgo.

RELEVANT ENTITIES

22. Envoy Group Corp. is an inactive Florida corporation last headquartered in

Chicago, Illinois. It was originally incorporated in 2013. It was quoted and traded on OTC Link

operated by OTC Markets Group Inc. ("OTC Link"). At all relevant times, it traded under the

ticker symbol "ENVY." The company changed its name to Black Cactus Global, lnc. on

December 4, 2017, and to BLGI, Inc. on October 20, 2020.

23. Zenosense, Inc. was a Nevada corporation headquartered in Valencia, Spain, and

is now headquartered in New York, NY. Zenosense's stock was quoted and traded on OTC Link

with the ticker symbol "ZENO." Zenosense was originally incorporated in Nevada in 2013 as

Braeden Valley Mines, Inc. On November 22, 2013, the company changed its name to

7



Zenosense. After a period in which Zenosense was defunct, a Nevada state court on December

8, 2021 granted a petitioner's request for an order appointing the petitioner custodian of

Zenosense with authority to revive and reinstate Zenosense as a corporation in Nevada.

24. EnviroTechnologies International, Inc. represents in public filings that it is an

organic product company. EnviroTechnologies (Ticker: ETII) trades on OTC Link. It was

incorporated in Delaware in 1996, and was most recently headquartered in Pleasant Grove, Utah.

25. Drone Guarder, Inc. represents in public filings that it is a security and

surveillance company focusing on drone-enhanced security. Drone Guarder (Ticker: DRNG)

trades on OTC Link. It was incorporated in Nevada in 2012, and was most recently

headquartered in Torrance, California.

BACKGROUND

26. "Restricted stock" includes stock of a publicly traded company (also known as an

"issuer") that has been acquired from an issuer, or an affiliate of an issuer, in a private

transaction that is not registered with the Commission. In addition, stock held by an issuer or

affiliate of an issuer is restricted stock. Absent an exemption under the federal securities laws

and rules, restricted stock cannot legally be offered or sold to the public unless a securities

registration statement has been filed with the Commission (for an offer) or is in effect (for a

sale). Such registration statements are filed with the Commission on Form S-1 and are often

referred to as "S-1 registration statements." The S-1 registration statement contains important

information about an issuer's business operations, financial condition, results of operation, risk

factors, and management. It also includes disclosure of any person or group who is the

beneficial owner of more than 5% of the company's securities.

8



27. An "affiliate" ofan issuer is a person or entity that, directly or indirectly through

one or more intermediaries, controls, is controlled by, or is under common control with, such

issuer (i.e., a control person). "Control" means the power to direct management and policies of

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

well as any person who is under "common control" with or has common control ofan issuer. As

used herein, the term "control group" means a group that collectively is an "affiliate" ofan

issuer.

28. "Unrestricted stock" is stock that may legally be offered and sold in the public

securities marketplace by a non-affiliate, ordinarily having previously been subject to a

registration statement. Registration statements are transaction specific, however, and apply to

each separate offer and sale as detailed in the registration statement. Registration, therefore,

does not attach to the security itself, and registration at one stage for one party does not

necessarily suffice to register subsequent offers and sales by the same or different parties. Thus,

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

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

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

registration. Without registration, affiliates are prohibited from selling large quantities ofan

issuer's shares, regardless ofhow the affiliates obtained those shares.

29. A "transfer agent" is a company which, among other things, issues and cancels

certificates ofa company's stock to reflect changes in ownership. Many companies that have

publicly traded securities use transfer agents to keep track ofthe individuals and entities that own

their stock. Transfer agents routinely keep track ofwhether shares are restricted from resale.

9



30. The Over-the-Counter ("OTC") Markets is a stock quotation service that

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

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

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

public reports (such as quarterly and annual statements) on the OTC Markets website for

investors to review and consider when making investment decisions.

31. "Penny Stock," as used herein, generally refers to a security issued by a very

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

FACTS

A. The Defendants' Use of Corrupt Intermediaries

32. Defendants' fraudulent schemes required the services of corrupt intermediaries to

facilitate and disguise Defendants' transactions. Defendants worked with several illegitimate

organizations, each of which the Commission has now sued for fraud, to secretly deposit, hold,

transfer, and sell the stocks that Defendants secretly controlled.

33. Shah and Clarke were clients of the Sharp Group, a Vancouver-based

organization run by an individual named Frederick Sharp that was in the business of facilitating

illegal stock sales in the public securities markets. The Sharp Group concealed the identities of

its clients like Shah and Clarke by offering an array of services, including forming and providing

offshore nominee companies that could hold shares for undisclosed control persons; and

providing and administering an encrypted communication network. 1
•

1 The Commission charged the Sharp Group and several other individuals on August 5, 2021, with violating
anti fraud provisions of the Securities Act and the Exchange Act as a result of engaging in a multiyear scheme
involving the illegal sale of stock of hundreds of publicly traded companies. See SEC v. Sharp, et al., No 21-cv-
11276 (D. Mass. filed August 5, 2021).

10



34. The Sharp Group also arranged for clients to deposit stock in offshore trading

platforms, including one based in Switzerland called Wintercap SA (formerly known as

Silverton SA, but referred to herein as "Wintercap), to obfuscate the control persons'

association with their public company stock. 2 Shah and Clarke had Wintercap accounts through

the Sharp Group, and later engaged directly with Wintercap.

35. The Sharp Group configured and provided to its clients devices that the Sharp

Group referred to as "xPhones," which were designed to be used only for communications on the

Sharp Group's encrypted communications network. The Sharp Group issued xPhones to Shah

and Clarke, and Shah and Clarke used those devices, with codenames, to communicate with each

other, and with Sharp and others who also used xPhones and codenames. Shah and Clarke used

xPhones and codenames because they were engaged in fraudulent conduct and took steps to

conceal that conduct.

36. Csurgo deposited stock into accounts that he had set up in Antevorta's name at

Wintercap. He also deposited stock into Antevorta accounts at Blacklight SA, which was

another overseas entity that was in the business of helping users conceal their ownership of

securities before dumping them. 3 Csurgo also, in January 2017, coordinated to fabricate a stock

purchase agreement for a purported stock acquisition from a Sharp Group nominee entity.

2 The Commission charged Wintercap SA and its principal, Roger Knox, on October 2, 2018, with violating the
anti fraud provisions of the Securities Act and the Exchange Act as a result of engaging in a multi year scheme
involving the illegal sale of stock of at least 50 publicly traded companies. See SEC v. Knox, et al., No. 18-cv-12058
(D. Mass. filed October 2, 2018).

3 The Commission charged Blacklight in January 2020. See SEC v. Bajic, et al., No. 20-cv-00007 (S.D.N.Y., filed
Jan. 2, 2020) and SEC v. Ciapa/a, et al., No. 20-cv-00008 (S.D.N.Y., filed Jan 2, 2020).

11



B. The First Part of the ZENO Scheme: Shah and Clarke Gain Control,
Consolidate Shares, Promote, and Trade

Shah and Clarke Take Control of ZENO

37. In August 2012, Zenosense's predecessor, Braeden Valley Mines, Inc., registered

for public sale 15 million shares of its common stock on Form S-1. The 15 million registered

shares were previously owned by two Panamanian directors of the corporation who retained an

additional 15 million restricted shares. The 15 million shares issued pursuant to the registration

statement were held in the names of individual Panamanian investors. On April 15, 2013, the

company filed its annual report on Form 10-K with the Commission, confirming that there were

30 million shares outstanding.

38. Accounting records of the Sharp Group reflect that by April 2013, Shah and

Clarke in fact controlled all 30 million Braeden Valley Mines shares.

39. In late 2013, Shah and Clarke exercised their control over Braeden Valley Mines

to enter into a licensing agreement, carry out a stock split, and change its name to Zenosense.

Shah and Clarke engaged a lawyer for the company in connection with the transaction, and they

took steps to acquire signatures from purported Braeden Valley Mines directors to approve the

corporate actions and to obtain sufficient proxy votes from purported shareholders to approve the

name change to Zenosense and other corporate actions. Braeden Valley Mines announced its

name change to Zenosense effective as of November 22, 2013, and authorized a 2-for-l stock

dividend.

40. Shah and Clarke were affiliates of Zenosense by virtue of their control over the

vast majority of Zenosense shares and their direct control over Zenosense's affairs.

41. In connection with the November 2013 corporate actions, Clarke wrote to Sharp

on October 22, 2013 to ask if the new share certificates resulting from the share dividend should

12



be mailed directly to the nominal shareholders. Sharp responded "Nooo. Never." Sharp

instructed that instead the share certificates should be sent to a lawyer who would forward them

to the Sharp Group. Clarke responded that he had been working on the transaction with a lawyer

who was "quite straight which is the concern and I don't want to request something that could

cause problems." Sharp responded that Clarke should find a lawyer who would accept delivery

of the share certificates from the transfer agent, and then send them on to the Sharp Group.

Sharp explicitly told Clarke that the reason for this layering was to insulate the Sharp Group "if

the sec investigates this company" because the "sec will not bother the lawyer."

42. Braeden Valley Mines' Panamanian directors resigned in connection with the

November 2013 transaction and surrendered their previously issued shares. The cancellation

reduced the number of shares outstanding, and made more valuable the shares that Shah and

Clarke now controlled. Clarke worked with the Sharp Group to process the cancellation of the

Panamanian directors' shares. On December 4, 2013, Clarke wrote to the Sharp Group about the

pending "stock retirement for the 2 directors of Braeden" and asked "how quick this can be done

as there is an 8k going out tomorrow and it would be good to include it if it goes ahead." The

Sharp Group asked Clarke for "instruction on how many shares u want to cancel." Clarke wrote

that the directors should each "retire down 21750000 each" (a total of 43,500,000 shares). On

December 6, 2013, Zenosense filed a Current Report on SEC Form 8-K announcing the

departure of two prior directors of Braeden Valley Mines and stating that they "agreed to

surrender as a contribution to the capital of the Company an aggregate of 43,500,000 shares of

common stock."

13



43. After the cancelation of the prior directors' shares and the stock dividend,

Zenosense had just over 48 million total shares outstanding, and Shah and Clarke, through the

Sharp Group, controlled 45 million of those purportedly free-trading shares.

44. The cancelation of the Panamanian directors' shares left the nominee entities

through which Shah and Clarke held their shares holding higher proportions of the remaining

outstanding shares. On December 6, 2013, the Sharp Group contacted Shah and Clarke with a

concern that each nominee account was going to be in excess of the five percent threshold and

"[w]e have no room to move the stock as every account had it." Ownership of more than five

percent of a security, like Zenosense, registered pursuant to Section l2(g) of the Exchange Act is

a threshold for reporting beneficial ownership under Section l3(d) of the Exchange Act. That

five percent threshold is used by broker-dealers when evaluating deposits of stock into brokerage

accounts. On December 8, 2013, Clarke wrote to Shah about the timing of the "cancellation of

the director shares" and "running the risk" of carrying positions in excess of five percent.

45. Shah and Clarke expressed concern about accounts holding greater than five

percent of Zenosense's shares when they were about to start a promotional campaign to secretly

pump up Zenosense's share price. Shah wrote to the Sharp Group on December 6, 2013, "[w]e

were just about to start promoting on Monday bought and paid for, how long will this take to sort

out?" Another example occurred on December 9, 2013, this time with Clarke writing to the

Sharp Group to confirm that a nominee entity would be under the five percent threshold, asking

"what do u think the timeframe is as the promo needs to be rescheduled to start as soon as the

cancellation is done?"

46. Shah then delayed the planned promotion of Zenosense until 2014. In March

2014, he reached out to the Sharp Group to ensure that the stock placement issues were resolved

14



because "I am trying to coordinate promo and everything needs to be in place prior to kicking

off." Shah then instructed the traders who worked for Sharp to begin trading activity in

Zenosense in April 2014, selling during the promotion the shares that he and Clarke had

amassed.

47. After Braeden Valley Mines changed its name to Zenosense in late 2013,

Zenosense purportedly appointed a new CEO, but it was in actuality Shah and Clarke who

continued to control the company. In August 2014, a market regulator, the Financial Industry

Regulatory Authority ("FINRA"), asked to speak with Zenosense management regarding

promotional activity (directed by Shah and Clarke) related to its common stock. Faced with

regulatory interest that could unravel their scheme, Shah orchestrated an arrangement to prepare

written responses to FINRA after consulting with Sharp. On August 9, 2014, he wrote to Sharp,

"[r]equest came in from finra wanting to speak to management- it is voluntary however

obviously not going to ignore it. Last thing we need is the ceo speaking to them and counsel has

advised writing back and asking them to submit questions in writing as a verbal interview will be

difficult due to language barriers. Not sure ifyou have heard about these requests on other deals

but ifyou have any feedback on what they are really after and the best way to handle it would be

much appreciated." An August 11, 2014 email to FINRA, purportedly from Zenosense's

nominal CEO, claimed that English was not his first language and that he would respond to

written questions. On August 12, 2014, Shah wrote to Sharp, "Finra have come back with a dirty

laundry list of 25 questions long," including questions about the history of the Braeden Valley

shell company. Only Sharp could answer FINRA's questions because Sharp previously

controlled the Braeden Valley shell company.

15



48. Clarke's direct control over Zenosense included his taking steps to arrange for a

new auditor for Zenosense. He wrote to Sharp on January 8, 2014, "[g]oing to change auditor on

zeno- will require prior auditors to reissue their reports and provide reps letters. New auditor has

offered very good price to reaudit 2012 balance sheet and inception to date income statement

which avoids this and is the preferred option- can you see any issues with this and who has done

the bookkeeping to date as I will need to contact them." Also, in September and October 2014,

Clarke took steps to change Zenosense's transfer agent, writing to the Sharp Group "looking to

change TA" as Zenosense's existing transfer agent "cannot do dwac." OWAC is a reference to

transferring stock via the electronic "Deposit & Withdrawal at Custodian" method. Clarke wrote

to Sharp on October 21, 2014, "Zeno is in process of changing TA."

Shah and Clarke Promote ZENO While Concealing Their Ownership

49. To create the false appearance that Zenosense's shares were beneficially owned

by independent shareholders, rather than consolidated with Shah and Clarke, Shah and Clarke

took steps to hold the stock in the names of several offshore nominee entities. Beginning in

September 2013, the Sharp Group deposited the shares accumulated by Shah and Clarke into

various offshore brokerage accounts in the names of nominee entities.

50. Zenosense shares were registered with the Commission under Section 12(g) of the

Exchange Act as of April 23, 2013. By holding the stock in blocks ofless than five percent, in

the names of nominee entities administered by Sharp, Shah and Clarke avoided (i) affirmative

obligations to file with the SEC required reports of beneficial ownership and (ii) screening by

transfer agents, broker-dealers, and other market participants who exercised special scrutiny over

sellers holding five percent or more of a company's stock.

16



51. In 2013, while actively concealing their control over Zenosense, Shah and Clarke

began to orchestrate a promotional campaign to pump Zenosense's stock price. Shah and Clarke

used the Sharp Group to incorporate a Belize entity, called Rolling Media Solutions, Inc.

("Rolling Media"), to act as an intermediary to pay for promotions of Zenosense without

revealing that Shah and Clarke were behind the promotions. This part of the scheme meant that

Rolling Media was listed as the paying party in disclaimer language on written promotions,

concealing that undisclosed controlling shareholders, Shah and Clarke, were actually behind the

promotional material.

52. Shah and Clarke discussed steps to conceal their involvement with promotional

websites regarding Zenosense. For instance, on April 16, 2014, Clarke wrote to Shah about

taking steps to mask ownership of promotional websites: "someone has to set up a google

account- I am not going to do it from my home ip- if you have an internet shop anywhere near

you that would be the best bet and do it using [the name and address of Rolling Media's

purported beneficial owner] if it will allow you without a phone number- I can do it from a shop

tomorrow at some point although mexico would be better. ... If they want a phone number just

google a flower shop in belize [where Rolling Media was incorporated] and use that."

53. On January 25, 2014, Shah wrote to Clarke regarding Zenosense proposing a

boiler room to "start flogging this stuff." A boiler room refers to an arrangement for the use of

high-pressure sales tactics in cold calls to potential investors.

54. On April 1, 2014, Shah wrote to one of the Sharp Group in-house traders

regarding Zenosense that he was "[l]ooking to kick some promo off soon also get some news

out."

17



55. In early April 2014, Shah engaged in cross-trading Zenosense shares, a fraudulent

market manipulation practice commonly used to give a false appearance of active trading in a

stock. Shah wrote to a trader on April 4, 2014, "[!Jet's cross 5k shares@ .75." On Monday,

April 7, 2014, reported trading in Zenosense shares was over 10 times the volume from the prior

Friday. Shah and Clarke sold a total of 70,500 shares for proceeds of approximately $49,000 on

April 7, 2014.

56. Shah directly oversaw the trading in Zenosense shares during 2014 and 2015,

providing detailed trading instructions to the Sharp Group traders on a daily basis. For example,

on November 7, 2014, the Sharp Group trader reported to Shah regarding Zenosense: "[s]old

684,000 so far (Exactly 50% of volume)." Shah responded "Great work."

57. Shah and Clarke actively engaged with promoters, including by reviewing and

editing the content of promotional materials. For example, on April 21, 2014, Clarke wrote

about the content of a promotion and noted that he would "do a cut and paste and make those

changes." On May 12, 2014, Clarke wrote to Shah that he should access a Rolling Media email

account and review draft promotional material that Clarke had saved there.

58. On August 7, 2014, Shah wrote to Clarke regarding a promotion:

Not sure if we need to edit the disclaimer? Also we need to change
the "initial profit target;$8.00" It would be consistent to the
landing page it was $5.00, And instead of profit target Should read
long term or mid term, something like that Also in that box the
symbol should read ZENO:OTCQB And I don't like the logo up in
the image at the top of page, he should move it down to that box
where he has all the buy recommendations in, ie: Immediate buy in
red Company logo below Symbol: ZENO:OTCQB
Recommendation strong buy below: $1 Longer term target $5 .00

59. On October 3, 2014, Shah sent from his email account to a promoter a "final

creative" for mailing. Attached was an investor newsletter that claimed Zenosense was a "rare

18



ground-floor opportunity in breakthrough medical technology." It urged potential investors that

"Now is the Time to Act!" and "ZENO could rocket above $5.00 this year ... and if you act

quickly, you may be able to get in today for under $1.00!"

60. Shah and Clarke directed Wintercap (then known as Silverton), which controlled

several of the Sharp Group-administered brokerage accounts, to sell shares during the

promotions that they orchestrated. For example, on June 25, 2015, Clarke wrote to Wintercap

asking it to offer to sell Zenosense shares at $0.95 and to sell 20,000 shares "at that level for

starters."

61. In 2014 and 2015, Shah and Clarke, through nominee entity accounts

administered by the Sharp Group, sold approximately 6.6 million shares of Zenosense during a

promotional campaign for total proceeds of approximately $2.3 million.

62. Shah and Clarke were affiliates of Zenosense. Their stock sales were thus subject

to registration pursuant to Section 5 of the Securities Act, but Shah and Clarke did not register

their sales. By fraudulently concealing their control and ownership of the shares, and by

fraudulently arranging to have restricted legends removed from their shares, Shah and Clarke

were able to sell their stock directly into the market, in violation of the Securities Act.

C. The Second Part of the ZENO Scheme: Shah and Clarke Partner With
Csurgo and Antevorta to Amass More ZENO Shares and Conceal Their
Ownership

63. Shah and Clarke stopped selling Zenosense through the Sharp Group in July 2015

and established a direct relationship with Wintercap and its principal, Roger Knox. In August

2015, Knox incorporated an entity called Agron Capital SA ("Agron") in the Marshall Islands

and listed Shah as the beneficial owner. Agron's account at Wintercap received over 2 million

shares of Zenosense from Sharp Group-administered accounts in October 2015. On October 9,

2015, Sharp wrote to Wintercap (then known as Silverton), copying Clarke, "[w]e have

19



transferred usd53,618 to silv for agron, and have booked out 3 zeno positions in Q ... Pis

transfer these positions to agron's account at the brokers." Q was a reference to the Sharp

Group's internal accounting system.

64. Beginning in May 2016, Shah circuitously moved money to a nominee entity that

Shah and Clarke controlled for that entity to purchase additional Zenosense shares. Shah

instructed Wintercap to transfer approximately $155,000 from his Agron account to another

Wintercap client, Richmont Capital AG, on May 27, 2016. Once the money was in the

Richmont Capital account, two wires totaling $152,000 were sent to a Canadian lawyer. This

transfer was documented in a loan agreement between Richmont Capital as lender and a

Panamanian entity, Valley Heights, Inc. as borrower. The funds wired to the Canadian lawyer

were immediately sent to a New York law firm acting as counsel for Zenosense for Valley

Heights' purchase of 61,126,578 restricted shares ofZenosense issued on June 8, 2016. This

purchase, funded circuitously by Shah through multiple nominee entities and law firm trust

accounts, represented the majority (57.5%) of Zenosense's outstanding shares according to a

Schedule 130 filed on behalf of Valley Heights on June 16, 2016.

65. Shah and Clarke controlled the Valley Heights shares, and therefore, controlled

Zenosense. Wintercap held the Valley Heights' share certificate in its safe in Switzerland on

behalf of Shah and Clarke and took direction from Shah and Clarke regarding the shares. After

securing the restricted control block, Shah and Clarke, through their nominee, Valley Heights,

used their majority position to vote for a 1-for-7 reverse split of Zenosense's common stock

which was effective as of August 4, 2016. This allowed Shah and Clarke to reduce the number

of shares held by existing investors and to concentrate their control over Zenosense by reducing

the number of shares outstanding in the market.

20



66. Shah and Clarke then partnered with Csurgo and Antevorta and others to create a

control group to pump and dump Zenosense shares. As of December 31, 2016, just before the

start of a promotional campaign that Csurgo sponsored, Shah, Clarke, Csurgo, and others in the

control group with whom they coordinated, in the aggregate controlled over 90 percent of

Zenosense's total outstanding stock.

67. Like Shah and Clarke, Csurgo and Antevorta were affiliates of Zenosense by

virtue of their participation in the Zenosense control group.

68. Beginning in January 2017, Shah, Clarke, Csurgo, Antevorta and others in the

control group with whom they coordinated, worked together to deposit purportedly unrestricted

Zenosense stock with Wintercap and Blacklight. They then acquired additional Zenosense stock

by converting previously issued Zenosense debt, held by Shah and Clarke, into stock. This step

in their scheme provided the defendants with additional shares to sell into a Zenosense market

that they now controlled.

69. On January 31, 2017, Shah transferred the 809,685 shares of Zenosense he held

through Agron at Wintercap to Antevorta's Wintercap account. Csurgo signed and sent a share

purchase agreement to Wintercap to support the purchase, listing consideration paid of $12,700.

There is no record of any such payment in Antevorta's bank records, or in Wintercap's records

for its Agron and Antevorta accounts.

70. Blacklight maintained a copy of a written "Agreement" memorializing the terms

among Shah and Clarke and those working in concert with them to pump and dump Zenosense

shares. The Agreement referenced Agron's (Shah's) 809,635 Zenosense shares "on deposit at

[Wintercap]." The Agreement provided that Agron (Shah) and others in the group had agreed to

combine their efforts through a "best efforts marketing campaign to generate enough sales to

21



complete the campaign within 6 months or less." It further provided that promotional materials

would be sent to Agron (Shah) "for review before being displayed online." According to the

Agreement, Agron (Shah) was informed that the campaign would "commence with phone

marketing" and have a starting "price point" of"$0.80 to $1.20."

71. On January 19, 2017, Shah and Knox were parties to an encrypted chat discussing

plans to condition the market, through manipulative trading, for a Zenosense promotional

campaign that would include a boiler room. ln the chat, another member of the Zenosense

control group wrote that he would start to "frame the market and prepare for kick offon [the]

program" and that he was waiting for instructions from the "room manager," a reference to a

boiler room operator. Knox responded, "too much info" and added a wink emoji, ";)."

72. In February 2017, Csurgo deposited 525,003 shares of Zenosense into Antevorta's

account at Blacklight. Transfer agent records and stock purchase agreements show the shares

were purportedly acquired from two of the original Panamanian S-1 holders and one of the Sharp

Group-administered nominee entities for $0.10 per share. Csurgo signed stock purchase

agreements in support of the deposit. ln reality, Csurgo and Antevorta had acquired all of their

shares from Shah and Clarke.

73. On February 17, 2017, Csurgo received an email from a trader ("Individual A")

who executed trades in Antevorta's accounts for Csurgo, that detailed the terms of Zenosense

sales between Antevorta and an account controlled by Shah at Wintercap, noting that the

Zenosense shares would be sold from the Shah-controlled account and proceeds would be split

50-50 with Antevorta unless Csurgo and Shah agreed otherwise. On March 20, 2017, Wintercap

sent Csurgo an email that attached a report of Antevorta's sales of Zenosense, and Wintercap

also included Shah (via Agron) as a recipient of the email.

22



74. To facilitate his acquisition of Zenosense stock, Csurgo signed a series of

fabricated stock purchase agreements purporting to show that Antevorta had obtained its shares

in bona fide, arms-length transactions. In reality, he had obtained them from other members of

the group, including Shah and Clarke, as part of their fraudulent scheme to defraud investors by

promoting and then selling Zenosense stock. As Csurgo knew, recklessly disregarded, or should

have known, depositing broker-dealers often require documentation of how a depositing

shareholder acquired shares, as part of the broker-dealers' compliance procedures to determine

that the transaction is not part of an unlawful distribution.

75. On February 24, 2017, Csurgo acquired 289,229 shares of Zenosense from a

Sharp Group nominee entity and deposited the shares in an Antevorta account at Wintercap. He

signed a stock purchase agreement dated February 22, 2017 to acquire the shares, but the

purchase price reflected a substantial premium over the market price with no apparent economic

rationale. There is no record of any such payment in Antevorta's bank records or accounting

records for the seller, which was a Sharp Group-administered nominee entity. Csurgo signed the

stock purchase agreement because Wintercap required formal documentation of the acquisition

of shares. Wintercap ultimately sent this fake stock purchase agreement to the depositing

broker-dealer because the depositing broker-dealer required documentation of how the shares

were acquired, in keeping with its obligation to make an inquiry to determine that it was not part

of an unlawful distribution.

76. Csurgo used the Antevorta bank account he controlled to fund a $311,000

campaign to promote Zenosense between February 10, 2017 and May 31, 2017. After virtually

no trading since August 2016, Zenosense's share price and trading volume increased

23



substantially during the promotion, peaking at $3.50 per share on over 6 million shares traded on

April 10,2017:

Zenosense, Inc. (ZENO)- Price and Volume Chart

77. Between February 13, 2017 and April 10, 2017, Shah, Clarke, Csurgo, and others

with whom they coordinated, sold over 6.3 million Zenosense shares, generating proceeds of

approximately $7.9 million.

78. Shah, Clarke, Csurgo, and Antevorta failed to register their stock sales pursuant to

Section 5 of the Securities Act. Therefore, their Zenosense stock should have been restricted

from resale, because Shah, Clarke, Csurgo, and Antevorta were Zenosense affiliates.

D. The Third Part of the ZENO Scheme: Shah and Clarke Create Their Own
Nominee Entity and Continue the Scheme

79. Between June 2017 and September 2018, Shah and Clarke continued to deposit

shares of Zenosense into nominee accounts held at Wintercap, with each account holding less

than five percent, and they sold almost 9 million shares for proceeds of $3.2 million during this

time period.

24



80. By June 2017, Shah and Clarke were no longer partnering with Csurgo and

Antevorta to pump and dump Zenosense shares. Shah and Clarke continued their Zenosense

fraud, but now needed a new entity to hold positions below five percent and conceal their

ongoing control.

81. On July 10, 2017, Wintercap incorporated a new entity, Nerima Capital SA

("Nerima") in the Marshall Islands on behalf of Shah and Clarke. The purpose of this new entity

was to hold Zenosense shares belonging to Shah and Clarke, while remaining below the five

percent threshold. Shah and Clarke provided Wintercap with the name and passport of a person

who was identified as the beneficial owner of Nerima. In reality, Shah and Clarke maintained

trading authority over the Nerima account.

82. On July 14, 2017, Shah wrote to Wintercap regarding Nerima and asked who

would be the new company's directors. Wintercap responded, "[s]ame as agron." Shah then

wrote, "that is a problem as the directors will then have control of over 5 percent and it breaks

the terms of the Agron debt conversation agreements."

83. Wintercap, acting at the direction of Shah and Clarke, arranged the paperwork to

transfer Zenosense shares from existing purported shareholders into Nerima's name. On July 14,

2017, Wintercap wrote to Shah to ask how Nerima would acquire its shares of Zenosense. Shah

responded that Wintercap already possessed the share certificates. Wintercap responded that it

held eight share certificates in its safe for Zenosense, including the Valley Heights restricted

shares, and asked "which cert do you want to have Nerima acquire?" Shah responded, "[u]se the

ones that are free trading, there are some that are restricted, that amount should be under 5%"

and further explained, "[y]ou should have 4 free trading certs and back up docs" totaling 907,146

shares. Shah then provided the names of the shareholders including one Sharp Group-

25



administered company and three of the original Panamanian S-I shareholders. On July 25, 2017,

Nerima's account received the first deposit of 907, 146 shares as Shah instructed.

84. Shah continued to direct promotional activities regarding Zenosense. On July 20,

2017, Shah wrote to Wintercap that he was "trying to schedule media for next week" and asked

when he would be able to start trading. In an October 17, 2017 encrypted chat, Shah wrote to

Wintercap that the Zenosense promotional campaign was a "long term program and promo can

be stopped slowed down or speeded up at any time." As before, Shah and Clarke continued to

control Zenosense's operations, as well as controlling its stock. Indeed, Shah took steps to make

sure that Zenosense's purported management was excluded from key developments in the

promotion of the company's stock. On November 7, 2017, Shah received an email from a

promoter asking if the promoter should run an article by Zenosense management to make sure it

was correct. Shah responded "[n]o please don't send anything to the company. I will review it

shortly and approve."

85. Shah and Clarke directed Wintercap to sell shares held by the Agron and Nerima

accounts during the promotions that they orchestrated. For example:

a. In November 2017, Shah complained to Wintercap that its traders had not
unloaded shares when they were trading at a price that Shah desired.
Wintercap wrote to Shah on November 6, 2017, "[w]e have already exceeded
20% of daily market volume. We sold 20k early. Then our offer was
suppressing the market all afternoon." Wintercap also warned Shah, "[t]his
deal has already been flagged, meaning we lost our best route to market."

b. On December 13, 2017, Clarke wrote to Wintercap, "[c]an you send through
stock balances for [the Agron and Nerima] accounts." Once he received them,
he requested that Wintercap "offer 10k at 0.27 zeno" from the Agron account.
Once Wintercap completed that trade, Clarke wrote "hang back for time
being." He later directed Wintercap to sell at .265 and to "[k]eep going until
advised."

c. On December 15, 2017, Clarke instructed Wintercap regarding the price at
which to offer Zenosense shares, and then to "[t]ap the bid [price] for 200k

26



[shares]" when it reached $0.25 per share. Wintercap asked "[o]n a daily
volume of 300k?" and Clarke replied "Y."

d. On January 8, 2018, Shah wrote to Wintercap asking if Agron's account could
start trading, because the Nerima account "must be close to being flat[.]"

86. Shah and Clarke deposited a total of 9, l 04,716 Zenosense shares with Wintercap

from July 2017 through June 2018. They deposited 2,831,002 shares into the Nerima account

and the balance, 6,237,714, into Shah's Agron account. Between June 2017 and September

20 l 8, Shah and Clarke sold 8,962,059 shares of Zenosense, generating another $3.2 million in

trading proceeds.

87. Shah and Clarke failed to register these stock sales pursuant to Section 5 of the

Securities Act. Therefore, their Zenosense stock should have been restricted from resale because

Shah and Clarke were affiliates of Zenosense.

E. The Envoy Group Scheme: Csurgo and Antevorta

88. Between late 2016 and mid-2017, Csurgo engaged in a scheme to defraud

investors and securities intermediaries, by concealing his ownership of stock in another microcap

company, Envoy Group. He arranged to hold Envoy Group stock in multiple accounts at

Wintercap, including an account in Antevorta's name. He sold Envoy Group stock from

Antevorta's account, and reloaded the Antevorta account from other accounts where the stock

was "parked," thereby ensuring Antevorta's account on its own never exceeded the five percent

threshold used by broker-dealers when evaluating deposits of stock into brokerage accounts.

While using multiple accounts to conceal the amount of Envoy Group stock that he owned,

Csurgo funded a promotional campaign to tout Envoy Group's stock and increase the proceeds

from his illegal sales.

89. In September 2013, Envoy Group had registered on Form S-1 the public sale of

3,000,000 shares of common stock. Envoy Group issued the 3,000,000 shares to 22 individual

27



investors in October 2013. Effective October 22, 2014, Envoy Group executed a IO-for-I

forward split of its common stock, increasing to 30,000,000 the number of purportedly

unrestricted shares.

90. In December 2016, Individual A began to arrange the transfer of7,000,000 Envoy

Group shares to Antevorta's account at Wintercap. Wintercap responded that it could not accept

the shares into Antevorta's account because it would "create a situation whereby the client is

holding in excess of 5% of outstanding shares." To avoid Antevorta's account holding over five

percent of Envoy Group's outstanding shares, Individual A agreed to hold for Antevorta half of

the shares (3.5 million) in his own account at Wintercap.

91. ln January 2017, Csurgo and Individual A coordinated to finalize a fabricated

stock purchase agreement purporting to document Individual A's purchase of Envoy Group

shares from a Sharp Group nominee entity. The stock purchase agreement was a sham, because

Individual A never paid or intended to pay for the Envoy Shares that were transferred to his

account. Instead, Individual A accepted the shares in his account in order to park them for

Csurgo.

92. As of mid-January 2017, a close associate of Csurgo ("Individual B") had acquired

approximately 2.2 million shares of Envoy stock in the account of an entity that the associate

controlled. lndividual A had trading authority over his own, Antevorta's, and Individual B's

accounts and all Envoy shares in all three accounts were held for Antevorta's benefit. These 2.2

million shares, combined with the 7 million shares held in the accounts of Antevorta and

Individual A, represented approximately 11 percent of the total Envoy Group stock outstanding

at the time and approximately 40 percent of the float (the amount of purportedly unrestricted

shares on deposit with broker-dealers). Individual A retained trading authority over all three

28



accounts. Collectively, Csurgo, Antevorta, Individual A, and Individual B constituted a control

group in Envoy Group.

93. Csurgo orchestrated a promotional campaign to create market demand for Envoy

Group stock before he began selling shares. Csurgo, from Antevorta's bank account, funded a

$523,000 promotional campaign for Envoy starting on July 5, 2017. Csurgo's payments were to

a stock promoter with which Csurgo, on behalf of Antevorta, had executed an "exclusive

marketing contract."

94. Csurgo engaged in or directed manipulative trading to support the price of Envoy

Group stock during the promotional campaign. He used an Antevorta account at Blacklight to

buy stock while at the same time selling stock from an Antevorta account at Wintercap, as

summarized in the table below:

Antevorta Account (ti), Wintercao Antevorta Account @ Blacklight
Date Quantity Sold Average Price Quantity Average Price

Per Share Purchased Per Share
7/13/2017 123,237 $0.46 15,000 $0.47
7/17/2017 305,000 $0.53 20,000 $0.54
7/18/2017 470,724 $0.57 10,000 $0.56
7/20/2017 890,000 $0.71 11,400 $0.70

95. Csurgo's promotional and trading efforts were successful. Envoy's stock price

climbed from around $0.30 per share in early July 2017 to a peak of over $0.80 per share by July

21, 2017. Trading volume exceeded a million shares over 30 times as illustrated by the chart

below.

29



Envoy Group Corp - Price and Volume (July- Sept 2017)

.hill llilt..lil lu

96. By July 20, 2017, Csurgo sold nearly all ofthe 3,500,000 shares in Antevorta's

account, generating proceeds ofapproximately $2 million. On July 21, 2017, Individual A

transferred 3,500,000 shares ofEnvoy stock that were parked in his account to the Antevorta

account. To support the transfer, Csurgo and individual A signed a stock purchase agreement

purporting to show that Antevorta paid $5,000 as consideration for the shares. Csurgo did pay

$5,000 to Individual A, but it was merely compensation for holding the shares in his account as

opposed to arms-length consideration for the purchase ofthe shares. The $5,000 price in the

stock purchase agreement represented a 99.8% discount from the closing price ofEnvoy stock on

the day ofthe transfer. If Individual A had actually controlled the shares, he could have sold

them in the market, which was highly liquid due to the ongoing promotional campaign, for a

much higher profit.

97. Once the Antevorta account was reloaded with Individual A's shares, Csurgo

immediately began dumping more Envoy shares, generating another $1.2 million in proceeds

between July 21 and July 31, 2017. Reloading again when Antevorta's account was nearly out

30



of Envoy stock, on August 1, 2017, Csurgo had 2, 196,089 shares of Envoy transferred to

Antevorta's account from the account of Individual B. The stock purchase agreement

documenting this transfer also included consideration of $5,000, again reflecting a nonsensical

discount from market price.

98. In total, between June 23, 2017 and September 11, 2017, Csurgo, through

Antevorta's accounts at Wintercap and Blacklight, sold 9,196,089 shares of Envoy Group stock

for proceeds of approximately $3.8 million.

99. Csurgo, and Antevorta failed to register their stock sales pursuant to Section 5 of

the Securities Act. Therefore, their Envoy Group stock should have been restricted from resale,

because Csurgo and Antevorta were Envoy Group affiliates as a result of their connection to the

control group.

31



F. Additional Fraudulent Conduct, 2017-2018: Csurgo and Antevorta

EnviroTechnologies International, Inc.

100. Csurgo signed a document dated April 24, 2017 on behalf of Antevorta purporting

to show that Antevorta purchased debt convertible to shares of EnviroTechnologies for $1,000.

In reality, Antevorta did not pay anything to purchase the debt. Instead, Antevorta received the

debt instrument for free, in exchange for funding promotions of EnviroTechnologies for an

undisclosed control group that was secretly dumping its shares into the market. Again, Csurgo

signed the purported acquisition agreement to make it look as though Antevorta's acquisition of

the debt took place via a bona fide transaction, even though it had not.

101. A significant percentage ofEnviroTechnologies' stock was controlled by Timothy

Page" and other members of his undisclosed control group. As part of Page's scheme, Csurgo

used Antevorta's bank account to fund a $223,000 promotional campaign for

EnviroTechnologies stock, which ran from April through October 2017. Later, in October and

November 2017, Csurgo, through Antevorta's bank account, paid over $517,000 to a boiler room

operator that was working with Page to liquidate EnviroTechnologies' stock.

l 02. In May 2017, in connection with his role in promotional activities, Csurgo

converted the purportedly acquired debt into ten million shares of EnviroTechnologies' stock,

which he deposited into Antevorta's brokerage account. No payment for the purported debt

acquisition is reflected in Antevorta's bank records or the records of the purported seller. As

Csurgo knew, recklessly disregarded, or should have known, Page's associate provided the

4 The Commission charged Page, his son, Trevor Page and an officer and director of EnviroTechnologies, William
Shupe, on September 23, 2021 in connection with this scheme. See SEC v. Page, et al., No. 1 :2 l-cv-05292
(E.D.N.Y., filed Sept. 23, 2021) and SEC v. Catt/in, et al., No. 1 :2 l-cv-05294 (E.D.N.Y. filed Sept. 23, 2021). The
Commission also charged the scheme's boiler room operator on July 17, 2019. See SEC v. O'Rourke, et al., No. 19­
cv-4137 (E.D.N.Y. filed July 17, 2019).

32



fabricated assignment agreement to EnviroTechnologies' transfer agent to facilitate the transfer

and sale of the stock. The fabricated agreement was also provided to an attorney and

Antevorta's broker-dealer. Csurgo's sale of EnviroTechnologies shares from Antevorta's

account between May 2017 and February 2018, generated proceeds of $422,367, while the

control group with Page reaped combined profits of more than $4.6 million overall.

Drone Guarder, Inc.

103. In August and September 2017, Antevorta purportedly acquired two positions of

Drone Guarder from another Blacklight accountholder, totaling 6.2 million shares. Csurgo

signed two stock purchase agreements on behalf of Antevorta purporting to show Antevorta's

payment of $20,000 for each block of shares. No payment for the shares is reflected in

Antevorta's bank or brokerage records or records of the purported seller.

104. Csurgo, through Antevorta's bank account, paid over $450,000 for a campaign

promoting Drone Guarder that ran from September 5, 2017 through March 9, 2018. Csurgo,

through Antevorta's brokerage account, sold all 6.2 million shares of Drone Guarder between

September 28, 2017 and April 3, 2018, generating proceeds of $848,514.

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

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

105. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth herein.

106. During the Relevant Period, the stock of Zenosense, Envoy Group,

EnviroTechnologies, and Drone Guarder was each a security under Section 2(a)(l) of the

Securities Act [15 U.S.C. § 77b(a)(l)].

33



107. By reason of the conduct described above, Shah and Clarke, directly or indirectly,

in connection with the offer or sale of Zenosense securities, by the use of the means or

instrumentalities of interstate commerce or of the mails, directly or indirectly, acting

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

defraud; and (ii) engaged in transactions, practices, or courses of business which operated or

would operate as a fraud or deceit upon any persons, including purchasers or sellers of the

securities.

108. By reason of the conduct described above, Csurgo and Antevorta, directly or

indirectly, in connection with the offer or sale of Zenosense, Envoy Group, EnviroTechnologies,

and Drone Guarder securities, by the use of the means or instrumentalities of interstate

commerce or of the mails, directly or indirectly, acting intentionally, knowingly, recklessly, or

negligently (i) employed devices, schemes, or artifices to defraud; and (ii) engaged in

transactions, practices, or courses of business which operated or would operate as a fraud or

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

109. By reason of the conduct described above, Shah, Clarke, Csurgo, and Antevorta

violated Securities Act Sections 17(a)(l) and (3) (15 U.S.C. §77q(a)(l) and (3)] and will

continue to violate those sections unless enjoined.

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

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

110. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth herein.

34



111. During the Relevant Period, the stock of Zenosense, Envoy Group,

EnviroTechnologies, and Drone Guarder was each a security under Section 3(a)(l) of the

Exchange Act [15 U.S.C. § 78c(a)(10)].

112. By reason of the conduct described above, Shah and Clarke, directly or indirectly,

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

instrumentalities of interstate commerce or of the mails, or of any facility of any national

securities exchange, intentionally, knowingly or recklessly, (i) employed devices, schemes, or

artifices to defraud; and (ii) engaged in acts, practices, or courses of business which operated or

would operate as a fraud or deceit upon any persons, including purchasers or sellers of the

securities.

113. By reason of the conduct described above, Csurgo and Antevorta, directly or

indirectly, in connection with the purchase or sale of Zenosense, Envoy Group,

EnviroTechnologies, and Drone Guarder securities, by the use of the means or instrumentalities

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

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

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

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

114. By reason of the conduct described above, Shah, Clarke, Csurgo, and Antevorta

violated Exchange Act Section l0(b) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c) [17 C.F.R.

$240.10b-5(a), (c)] thereunder and will continue to violate those sections unless enjoined.

35



THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES

Violations of Sections 5(a) and 5(c) of the Securities Act
(All Defendants)

115. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth herein.

116. During the Relevant Period, the stock of Zenosense and Envoy Group was each a

security under Section 2(a)(l) of the Securities Act [15 U.S.C. § 77b(a)(l)].

117. By reason of the conduct described above involving Zenosense securities, Shah

and Clarke, directly or indirectly: (a) made use of the means or instruments of transportation or

communication in interstate commerce or of the mails to sell, through the use or medium of a

prospectus or otherwise, securities as to which no registration statement has been in effect and

for which no exemption from registration has been available; and/or (b) made use of the means

or instruments of transportation or communication in interstate commerce or of the mails to offer

to sell, through the use or medium of a prospectus or otherwise, securities, including, but not

limited to, one or more of the securities identified in Paragraph 23, as to which no registration

statement has been filed.

118. By reason of the conduct described above involving Zenosense and Envoy Group

securities, Csurgo and Antevorta, directly or indirectly: (a) made use of the means or

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

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

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

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

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

36



otherwise, securities, including, but not limited to, one or more of the securities identified in

Paragraphs 22-23, as to which no registration statement has been filed.

119. As a result, Shah, Clarke, Csurgo, and Antevorta violated Sections 5(a) and (c) of

the Securities Act [15 U.S.C. §§77e(a), (c)] and will continue to violate those sections unless

enjoined.

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

Violations of Section lO(b) of the Exchange Act and Rule 10b-5(b)
(Csurgo and Antevorta)

120. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth herein.

121. During the Relevant Period, the stock of Zenosense and EnviroTechnologies was

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

122. By reason of the conduct described above, Csurgo and Antevorta, directly or

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

instrumentalities of interstate commerce or of the mails, or of any facility of any national

securities exchange, intentionally, knowingly or recklessly, made untrue statements of material

facts 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.

123. By reason of the conduct described above, Csurgo and Antevorta violated

Exchange Act Section l0(b) [15 U.S.C. §78j(b)] and Rule 10b-5(b) [17 C.F.R. $240.10b-5(b)]

thereunder and will continue to violate those sections unless enjoined.

37



FIFTH CLAIM FOR RELIEF
OBTAINING MONEY OR PROPERTY BY MISREPRESENTATIONS IN

CONNECTION WITH THE OFFER OR SALE OF SECURITIES

Violations of Section 17(a)(2) of the Securities Act
(Csurgo and Antevorta)

126. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth herein.

127. During the Relevant Period, the stock of Zenosense and EnviroTechnologies was

each a security under Section 2(a)1) of the Securities Act [15 U.S.C. § 77b(a)(l)].

128. By reason of the conduct described above, Csurgo and Antevorta, in connection

with the offer or sale of securities, by the use of the means or instrumentalities of interstate

commerce or of the mails, directly or indirectly, acting knowingly, recklessly, or negligently,

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.

129. By reason of the conduct described above, Csurgo and Antevorta violated

Securities Act Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and will continue to violate that section

unless enjoined.

38



PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court grant the following

relief:

I.

Enter a Final Judgment permanently enjoining Shah, Clarke, Csurgo, Antevorta, and their

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

participation with them who receive actual notice of the injunction by personal service or

otherwise, and each of them, from violating Sections 5(a), 5(c), and 17(a)(l) and (3) ofthe

Securities Act [15 U.S.C. $77e(a), (c) and §77q(a)(l) and (3)] and Section l0(b) of the

Exchange Act [15 U.S.C. §78j(b)], and Rules I0b-5(a) and (c) thereunder [17 C.F.R. $240.10b­

5(a) and (c)];

II.

Enter a Final Judgment permanently enjoining Csurgo and Antevorta, and their officers,

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

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

of them, from violating Section 17(a)(2) of the Securities Act [15 U.S.C. §77q(a)(2)] and Section

l0(b) ofthe Exchange Act [15 U.S.C. §78j(b)], and Rule 10b-5(b) thereunder [17 C.F.R.

$240.10b-5(b)]:

III.

Enter a Final Judgment ordering Defendants to disgorge their ill-gotten gains and pay

prejudgment interest thereon;

IV.

Enter a Final Judgment imposing civil money penalties upon Defendants pursuant to

39



Section 20(d) of the Securities Act [15 U.S.C. §77t(d)] and Section 2l(d)(3) of the Exchange Act

[15 U.S.C. §78u(d)(3)];

V.

Enter a Final Judgment prohibiting Shah, Clarke, and Csurgo from participating in any

offering of a penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)]

and/or Section 2 l(d) of the Exchange Act [15 U.S.C. §78u(d)]; and

VI.

Enter a Final Judgment barring Shah, Clarke, and Csurgo from directly or indirectly,

including, but not limited to, through an entity owned or controlled by any of them, participating

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

shall not prevent Shah, Clarke, and Csurgo from purchasing or selling securities listed on a

national securities exchange for their own personal accounts

VII.

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

JURY DEMAND

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiffdemands that this

case be tried to a jury.

DATED: April l2022.

Alicia Reed (NY Bar No. 4913596)
*Martin F. Healey (Mass Bar No. 227550)
David H. London (Mass Bar No. 638289)
Michael Moran (Mass Bar No. 666885)

40



*Amy Gwiazda (Mass Bar No. 663494)
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch St., 24th Floor
Boston, MA 02110
Phone: (Reed) 617-573-8931
(617) 573-8952 (Healey)
617-573-8997 (London)
617-573-8997 (Moran)
Fax: 617-573-4590
[email protected]; [email protected];
[email protected]; [email protected]

*Not admitted in the S.D.N.Y.

41