SEC v. VINCENZO CARNOVALE; and AMAR BAHADOORSINGH, No. 1:21-cv-11938, Southern District of New York (Dec. 2, 2021)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

SECURITIES AND EXCHANGE
COMMISSION,
    Plaintiff,
            v.

VINCENZO CARNOVALE and
AMAR BAHADOORSINGH,

                                                Defendants.

Civil Action No. 21-CV-____ (___)

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against the defendants:
SUMMARY
1. This is a securities fraud enforcement action.  Defendants Vincenzo Carnovale
(“Carnovale”) and Amar Bahadoorsingh (“Bahadoorsingh”) (collectively, the “Defendants”)
engaged in fraudulent schemes to sell and cause to be sold publicly-traded stock to investors.
From 2016 through at least October 2020 (the “Relevant Period”), their 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.
2. They succeeded, generating substantial illicit profits while defrauding investors in
several related ways.  First, Carnovale and Bahadoorsingh concealed the fact that they controlled
the securities of publicly traded companies, including the securities of Momentous Holdings
Corp. (“Momentous”) and Uneeqo, Inc. (“Uneeqo”).  Second, Defendants misled investors,
brokers, and transfer agents about the provenance of these securities and Defendants’ beneficial

2
 
ownership of them, in order to convince these parties that the shares were eligible for trading in
public markets.  Bahadoorsingh went so far as to fabricate documents that he provided, directly
and indirectly, to brokers and transfer agents to evade due diligence procedures they employed to
comply with securities laws.  Third, they deceived investors by causing the companies to make
materially false and misleading statements in their publicly filed financial statements and reports.
Finally, they hired stock promoters to generate demand for their shares, and sold those shares to
unwitting retail investors during the promotions that they orchestrated.
3. During the Relevant Period, Carnovale and Bahadoorsingh controlled a
significant portion of the total outstanding shares of Momentous and Uneeqo, and an even larger
portion of the shares available to trade in public markets.  They hid their ownership of these
shares by making it appear that the shares were instead owned by multiple unaffiliated entities.
In reality, those entities were holding the stock as nominees for Carnovale and Bahadoorsingh.
4. Defendants’ specific roles in the fraudulent schemes varied depending on the
timeframe and the specific security at issue.  Throughout the Relevant Period, however, their
secret control of large quantities of Momentous and Uneeqo stock, along with their power to
direct the management and policies of the companies at various times during the Relevant
Period, were the linchpin of the fraudulent schemes.
5. With respect to Momentous, Defendants’ control of the company enabled them
secretly to sell nearly a million shares:  (a) without registering the offers or sales of stock with
the Commission; (b) without disclosing accurate information to investors, brokerage firms, or
transfer agents about their control over the company; and (c) without complying with limitations
on the sale of stock by company “affiliates” (defined below) like themselves.  Similarly, with
respect to Uneeqo, Carnovale initially hid his control of millions of shares in nominee entities,

3
 
concealed his ownership position from investors, and profited handsomely as he sold
approximately 1.7 million shares during a promotional campaign he secretly funded.  Later, he
and Bahadoorsingh directly and indirectly provided false and misleading information to brokers
and transfer agents via fabricated documents about shares that were ultimately sold to the public.
They also provided false and misleading information to investors in publicly filed financial
statements and disclosures.  Carnovale and Bahadoorsingh then prepared to consolidate the
outstanding shares of Uneeqo through a reverse split, enabling them to engage in further fraud on
the market (supported by another promotional campaign).  Before they could accomplish this
phase of the fraud scheme, the Commission suspended trading in Uneeqo stock.  Carnovale and
Bahadoorsingh nonetheless had previously earned hundreds of thousands of dollars in illegal
Uneeqo stock sales.
6. As a result of the conduct alleged herein, Carnovale and Bahadoorsingh violated,
and unless restrained and enjoined will continue to violate, Sections 5(a), 5(c), 17(a)(1), and
17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§77e(a), (c) and 77q(a)(1),
(3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§78j(b)], and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a), (c)].
7. As a result of his conduct alleged herein, Bahadoorsingh further violated, and
unless restrained and enjoined will continue to violate, Section 17(a)(2) of the Securities Act,
Section 10(b) of the Exchange Act, and Rule 10b-5(b) thereunder [17 C.F.R. §240.10b-5(b)].
8. The Commission seeks a permanent injunction against the Defendants, enjoining
them from engaging in transactions, acts, practices, and courses of business of the type alleged in
this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest pursuant to Section 21(d) of the Exchange Act [15

4
 
U.S.C. §§77u(d)]; civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C.
§77t(d)] and/or Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)]; an order barring
defendants Carnovale and Bahadoorsingh 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 21(d) of the Exchange
Act [15 U.S.C. §78u(d)]; an order barring Defendants 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 Defendants from purchasing or selling securities listed on a national securities
exchange for their own personal accounts; and such other relief as the Court may deem
appropriate.
JURISDICTION AND VENUE
9. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. §77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§78u(d), 78u(e), and 78aa].
10. Venue lies in this Court 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].  Certain of the acts, practices,
transactions and courses of business alleged in this Complaint occurred within the District of
Massachusetts, and were effected, directly or indirectly, by making use of means or
instrumentalities of transportation or communication in interstate commerce, or the mails.  For
example, certain individuals who reside in Massachusetts purchased Momentous stock during a
promotional campaign funded by Carnovale.  Other individuals who reside in Massachusetts
purchased Uneeqo stock during the time period when Defendants knowingly caused false and
misleading financial information to be published to the investing public.

5
 
DEFENDANTS
11. Vincenzo Carnovale, age 44, is a resident of British Columbia, Canada, and a dual
citizen of Italy and Canada.
12. Amar Bahadoorsingh, age 51, is a resident of British Columbia, Canada, and a
dual citizen of the United Kingdom and Canada.
RELATED INDIVIDUALS AND ENTITIES
13. Person 1, age 72, is a resident of Florida and a United States citizen.
14. Momentous Holdings Corp. currently operates as an alcoholic beverage producer.
Momentous (Ticker:  MMNT) trades on OTC Link (previously, the “Pink Sheets”), operated by
OTC Markets Group, Inc.  Momentous was incorporated in Nevada in 2015, and its principal
place of business is London.
15. Uneeqo Inc. is a Nevada corporation with principal executive offices in Las
Vegas, Nevada.  The company has described itself at various times as a “metal mining”
company, a software services provider, and most recently, a “disinfecting service and solutions”
company.  Uneeqo’s common stock was registered with the Commission pursuant to Section
12(g) of the Exchange Act from June 2013 until December 2017.  During the Relevant Period,
Uneeqo (Ticker:  UNEQ) traded on OTC Link.  Pursuant to Section 12(k)(1) of the Exchange
Act, the Commission suspended trading in Uneeqo’s common stock for ten business days, from
October 22, 2020, to November 4, 2020.  After the Commission suspended trading, OTC
Markets Group, Inc. discontinued the display of quotations for Uneeqo.
BACKGROUND
16. Before selling stock, persons who control the stock of public companies (“control
persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5

6
 
of the 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 (including Uneeqo for a portion of the Relevant
Period) are required to disclose publicly any ownership interest in excess of 5% of the
company’s stock.  Such 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.
17. An “affiliate” of a publicly traded company (also known as an “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 or cause the direction of the 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 of, an issuer.  Absent
registration of the stock, affiliates are only permitted to sell a small percentage of their stock
according to SEC Rule 144 [17 C.F.R. §230.144].  A group of individuals and/or entities acting
in concert may collectively be an “affiliate” of an issuer.
18. “Restricted stock” is stock of an issuer that is acquired from an issuer, or an
affiliate of the issuer, in a private transaction that is not registered with the Commission.  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

7
 
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.
19. “Unrestricted stock” is stock that may legally be offered and sold in the public
marketplace by a non-affiliate, ordinarily having previously been subject to a registration
statement filed with the Commission.  Registration statements are transaction specific, however,
and apply to each separate offer and sale as detailed in the registration statement.  Registration
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 the company that
person controls, those shares automatically become subject to the legal restrictions on sales by an
affiliate, strictly limiting the quantity of shares that may be sold in the public markets absent
registration.  Without registration, affiliates are prohibited from selling large quantities of an
issuer’s shares, regardless of how the affiliates obtained those shares.
20. A “transfer agent” is a company that, among other things, issues and cancels
certificates of a company’s stock to reflect changes in ownership.  Many companies that have
publicly traded securities use transfer agents to keep track of the individuals and entities that own
their stocks.  Transfer agents routinely keep track of whether shares are restricted from resale.
21. 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

8
 
public reports (such as quarterly and annual statements and other periodic disclosures) on the
OTC Markets website for investors to review and consider when making investment decisions.
22. A “beneficial owner” of a security is any person who, directly or indirectly,
through any contract arrangement, understanding, relationship, or otherwise, has or shares
investment power, which includes the power to dispose, or to direct the disposition of, such
security.
23. “Penny stock,” as used herein, generally refers to a security issued by a very small
company that trades at less than $5 per share.
24. A “convertible note,” as used herein, is a promissory note issued by a company
that entitles the lender to convert the company’s debt into equity in the company.
25. A company is considered “public” when its securities trade on established
markets and the company discloses certain business and financial information regularly to the
investing public.
THE FRAUDULENT SCHEMES TO CONCEAL STOCK OWNERSHIP AND TO
MISREPRESENT SHARES AS UNRESTRICTED

Example 1:  Momentous
26. Momentous was incorporated in Nevada in May 2015 and operated as a publicly
traded company during the Relevant Period.
27. On or about December 31, 2015, Momentous’ S-1 registration statement became
effective, registering the offering of up to 5,000,000 shares of common stock at an offering price
of $0.04 per share.
28. On or about April 12, 2016, 30 U.K. nationals purported to purchase 1,285,000
shares of Momentous for a total of $51,400 (the “Momentous S-1 Shareholders”).  These were
the only shares Momentous issued without restrictive legends.  The absence of restrictive legends

9
 
on the stock certificates indicates that the shares are immediately and freely tradeable.  As noted,
however, whether subsequent sales require registration with the Commission is determined on a
transaction-by-transaction basis, regardless of whether shares were at some previous time
deemed “unrestricted.”
29. On September 26, 2018, Momentous approved a stock dividend that operated as a
7-for-1 forward split of its common stock, which increased from 1,285,000 to 8,995,000 the total
number of shares derived from those issued to the Momentous S-1 Shareholders.
1

Acquisition of Momentous Shares
30. At some point before August 2016, Carnovale amassed control over all of the
shares issued to the Momentous S-1 Shareholders, which amounted to approximately 34% of the
total Momentous shares outstanding and 100% of the Momentous shares issued without a
restrictive legend.
31. Beginning in or about August 2016, Carnovale directed that the physical stock
certificates issued to the Momentous S-1 Shareholders be held with:  (1) a Vancouver-based
organization run by an individual named Fred Sharp (the “Sharp Group”), and (2) a Switzerland-
based entity (Wintercap SA) that held itself out as an asset manager.  The Sharp Group and
Wintercap SA were actually in the business of helping their clients disguise control and
ownership of penny stocks, and have been separately charged by the Commission.
2
  Specifically,
                                                            
1
 For clarity, all subsequent references to Momentous shares reflect post-split totals.
2
 The Commission charged Wintercap SA and its principal, Roger Knox, on October 2, 2018, with violating the
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 at least 50 publicly traded companies.  See SEC v. Knox et al., No. 18-cv-12058
(D. Mass. filed October 2, 2018).
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

10
 
the Sharp Group concealed the identities of its clients like Carnovale by offering an array of
services, including forming and providing offshore nominee companies that could hold shares
for undisclosed control persons; providing and administering an encrypted communication
network; and arranging for clients to deposit stock in offshore trading platforms, including
Wintercap SA, to obfuscate the control persons’ association with their public company stock.
32. Over time, beginning in early 2017, Carnovale and Bahadoorsingh caused large
tranches of the Momentous shares to be transferred to nominee entities that they controlled,
including Travel Data Solutions LLC (“Travel Data Solutions”), a Wyoming company, and
Success Zone Technology Limited (“Success Zone”), a Hong Kong company.
Fraudulent Representations to Brokers
33. To effectuate some of these transfers, Bahadoorsingh directed Person 1 to assist
him in fabricating documents to falsely claim that Bahadoorsingh’s and Carnovale’s nominees
had paid the Momentous S-1 Shareholders to acquire their shares.  The purpose of these
fabricated documents was to deceive brokerage firms into concluding that the Momentous shares
should be made immediately available for trading and not otherwise subject to registration,
holding, and disclosure requirements, or limitations on affiliate sales.
a. For example, in January 2019, Bahadoorsingh and Person 1 arranged for the
deposit of 726,250 purportedly free-trading Momentous shares into a
brokerage account held by Defendants’ nominee Success Zone.  In connection
with the deposit, Bahadoorsingh and Person 1 provided Success Zone’s
brokerage firm (“Broker A”) with documents that purported to be Success
                                                            
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).

11
 
Zone’s bank records showing wire-transfer payments in 2016 from Success
Zone to Momentous S-1 Shareholders in exchange for their shares.  Each of
these wire-transfer records was fabricated; the wire transfers reflected in them
never occurred.  Indeed, Bahadoorsingh and Person 1 fabricated several of
these documents in late 2018.
b. Similarly, in March 2019, Bahadoorsingh and Person 1 again provided
Broker A with fabricated documents that purported to be proof of payments in
2016 and 2017 for 748,500 Momentous shares purportedly obtained from four
Momentous S-1 Shareholders.
3
  Once again, each of these wire-transfer
records was fabricated; the wire transfers reflected in these fabricated
documents never occurred. Bahadoorsingh and Person 1 fabricated some of
these documents in late 2018 and early 2019 and provided all of the fabricated
documents to Broker A in connection with the deposit and eventual sale of a
portion of these Momentous shares.
34. The false and misleading statements in these fabricated documents obscured the
provenance of these shares as well as Carnovale’s and Bahadoorsingh’s control over them.  The
fabricated documents were intended to cause Broker A to conclude that Success Zone had
purchased the shares years before from individuals who themselves had obtained the shares
through a registered sale, and that the shares were therefore unrestricted and available for
                                                            
3
 In several instances, Bahadoorsingh and Carnovale retained 10% of the shares of the Momentous S-1 Shareholders
in those shareholders’ names.  The stock certificates were sent to a California attorney whom the Commission
charged in 2018 with violating Sections 5(a) and 5(c) of the Securities Act.  See SEC v. Owen H. Naccarato, 17-cv-
24682-JLK (S.D. Fla.).  This attorney’s law office shares the same address with Defendants’ nominee, Travel Data
Solutions.

12
 
Success Zone to sell to the investing public.  Success Zone, however, never paid any Momentous
S-1 Shareholder for the shares.
35. Around the time of these transfers, Carnovale and Bahadoorsingh were the
beneficial owners of at least 34% of the total outstanding shares of Momentous; at least 94% of
the Momentous shares issued without restrictive legends; and at least 82% of the Momentous
shares deposited with brokers and available for trading (the “float”).
36. Bahadoorsingh and Person 1 (acting at Bahadoorsingh’s direction) later made
additional false and misleading statements to Broker A in order to collect and distribute proceeds
from Defendants’ sale of Momentous shares held by Success Zone.  Bahadoorsingh and Person 1
had learned that:  (1) Broker A would transfer funds only to a bank account in the same name as
the customer’s brokerage account; and (2) Broker A conducted heightened anti-money
laundering (“AML”) diligence for any wire transfers to foreign bank accounts.  Success Zone
was a Hong Kong entity with no operations in the U.S. and no U.S. bank account.  Therefore,
any wire transfers from Broker A to Success Zone’s foreign bank account would have triggered
heightened AML diligence by Broker A.
37. In order to circumvent Broker A’s wire-transfer restrictions and AML diligence,
Bahadoorsingh (and Person 1 acting at his direction) instructed Broker A to send future wire
transfers not to Success Zone’s foreign bank account, but instead to a U.S. Bank account for a
separate but similarly named Wyoming company.  Specifically, Bahadoorsingh and Person 1
controlled a Wyoming company called “Success Zone Technology Limited, LLC.” (emphasis
added).  Person 1, at Bahadoorsingh’s direction, had previously opened a U.S. bank account in
the name of that Wyoming company.  In March 2019, Bahadoorsingh and Person 1 submitted
standing wire transfer instructions to Broker A listing the following information:

13
 
Customer Account Name Success Zone Technology
Customer Bank Account Name    Success Zone Technology

This information was false and misleading.  The true customer account name was “Success Zone
Technology Limited,” and the bank account name was “Success Zone Technology Limited,
LLC.”  By truncating the different names on these accounts, Bahadoorsingh and Person 1
intended to mislead Broker A to conclude the accounts were in the same name and held by the
same entity.
38. Broker A accepted the standing wire instruction and would later process several
wire transfers for Bahadoorsingh and Person 1 to the U.S. bank account held in the name of the
unrelated U.S. entity that they used to further the fraud scheme.  As a result of this deception,
Bahadoorsingh was able to collect and distribute approximately $500,000 in proceeds from the
sale of Momentous shares through Success Zone.
 Fraudulent Representations to Firm that Obtained and Sold Momentous Shares
39. Bahadoorsingh and Person 1 also provided false and misleading information
(sometimes in the form of fabricated documents) to an entity that held itself out as a venture
capital and private equity firm (“Firm A”).  Bahadoorsingh and Person 1 sold approximately 1.5
million shares of Momentous stock to Firm A.  Bahadoorsingh and Person 1 knew, or were
reckless in not knowing, that Firm A, would, in turn, provide this false and misleading
information to its broker (“Broker B”) in order to deposit and eventually sell Momentous shares
to the investing public.
40. In or about late 2019 and into early 2020, Bahadoorsingh helped to orchestrate a
set of transactions involving Momentous, Firm A, and one of Defendants’ nominees, Travel Data
Solutions.  Firm A agreed to provide financing to Momentous in the form of a $250,000

14
 
convertible promissory note.  Securing this financing was important to Momentous; it was the
company’s principal source of cash for fiscal year 2020.  Firm A only agreed to provide this
financing to Momentous, however, because Bahadoorsingh simultaneously agreed to sell to Firm
A approximately 1.5 million purportedly unrestricted shares of Momentous stock at a discount of
more than 90% from the then-current market price for Momentous shares.  The shares were to be
sold by Defendants’ nominee, Travel Data Solutions.
4

41. In or about January 2020, Bahadoorsingh (or Person 1 acting at Bahadoorsingh’s
direction) provided Firm A with a letter Bahadoorsingh had previously written to an attorney
acting on behalf of Travel Data Solutions, in which he attested that Travel Data Solutions had
purchased its shares directly from several Momentous S-1 shareholders in 2017 and 2018.  These
representations were false and misleading.  Travel Data Solutions had actually obtained the
shares from Carnovale—not from the Momentous S-1 Shareholders.  Moreover, Bahadoorsingh
caused Firm A to be provided with fabricated documents purporting to show payments from the
Travel Data Solutions bank account to several Momentous S-1 shareholders.  The true bank
records for Travel Data Solutions show no payments to any Momentous S-1 Shareholders for
their shares.
42. Firm A then sought to deposit some of its Momentous shares in its account with
Broker B.  In conducting diligence on Firm A’s deposit request, Broker B sought additional
documentation regarding the Momentous S-1 Shareholders—specifically identification and
proof-of-address documents for these individuals.  Firm A, in turn, asked Bahadoorsingh for
                                                            
4
  The convertible note allowed for the holder (Firm A) to convert the debt into Momentous common stock at a fixed
price of $.25 per share—a price that was substantially higher that what Firm A paid for the $1.5 million Momentous
shares it purchased from Defendants through Travel Data Solutions.  Firm A never converted the debt into
additional shares of Momentous.

15
 
such documents.  Bahadoorsingh did not have any such proof-of-address documents, so he
fabricated them.
43. Using the messaging application WhatsApp, Bahadoorsingh discussed his
fabrication of these proof-of-address documents with Person 1 in a series of encrypted text
messages.  On January 21, 2020, Bahadoorsingh wrote to Person 1 that Broker B would “need[]
IDs and proof of address for each of the prior [share]holders.”  Bahadoorsingh specifically
named five of the Momentous S-1 shareholders and one other nominee entity.  He added that he
“need[ed] actual utility bills etc.”  Person 1 responded:  “I have all packages – no ids and no
utility bills.”  Person 1 also noted:  “[Broker A] never asked.”  Bahadoorsingh replied with a
string of expletives and stated, “I need to do utility bills[.]  [W]ill take me 2 hours.”  He later
asked Person 1 to review the documents and noted that he “found a mistake” in the documents he
had fabricated relating to one of the Momentous S-1 Shareholders.  Bahadoorsingh then caused
these fabricated documents to be sent to Firm A.  Firm A, in turn, submitted these fabricated
documents to Broker B, and on or about January 22, 2020 Broker B then accepted the 1.5 million
Momentous shares for deposit, making them immediately available for sale to the investing
public.  Firm A ultimately sold at least 300,000 of these shares into the market to investors.
Defendants’ Campaign to Promote Momentous Stock
44. In the spring of 2020, Bahadoorsingh and Carnovale directly or indirectly hired
stock promoters to tout Momentous stock to the public.  Bahadoorsingh and Person 1 discussed
payments for the promotional campaign over WhatsApp.  For example, on March 17, 2020,
Bahadoorsingh directed Person 1 to transfer funds from Success Zone to Bahadoorsingh’s
personal bank account so he could purchase bitcoin for Carnovale and transfer the
cryptocurrency to the stock promoters.  Bahadoorsingh told Person 1 the next day:  “bro i have to

16
 
get the BTC [i.e., bitcoin] done and V [i.e., Carnovale] needs to use that to support market.”  A
few hours later, Bahadoorsingh reiterated to Person 1 that Carnovale “needs that to move the
market up tomorrow.”  Over the next two days, Person 1 transferred $14,000 from the bank
account for Success Zone Technology Limited, LLC (i.e., the Wyoming company) to
Bahadoorsingh’s personal bank account.  Bahadoorsingh used at least $11,750 of this cash to
purchase bitcoin over the next five days.
45. The stock promotion included calls and emails to investors from an entity that
identified itself as “Sachs Trading.”  The messages touted Momentous to potential investors,
including senior citizens.  For example, a potential investor received an email from “Sachs
Trading” on April 8, 2020, claiming that Momentous was “Analyst’s Choice Recommendation
of 2020.”  The email stated, “our Analysts believe that with some of the news coming down the
pipeline in 2020 for [Momentous], it could result in 500-1000 percent returns.”  The promotion
further noted that “If [Momentous] get[s] the product to market later this year we anticipate the
stock will more than quadruple in value.”  The recipient of that email ultimately purchased
Momentous shares.  The email failed to disclose that Bahadoorsingh and Carnovale paid for the
stock promotion and that they were the beneficial owners of significant quantities of Momentous
stock.
46. Carnovale and Bahadoorsingh’s efforts to promote Momentous stock led to a
significant increase in the stock’s price and trading volume in April 2020, as illustrated below:

17
 

47. During March and April 2020, Bahadoorsingh and Carnovale, through nominee
Success Zone, sold approximately 476,601 shares of Momentous, netting approximately
$279,000.  Bahadoorsingh deposited approximately $142,000 of the proceeds into his personal
bank account, and transferred approximately $50,000 of those proceeds to Carnovale, via two of
Carnovale’s nominee companies.  Additional proceeds were distributed to Person 1 and the stock
promoters.
48. In April 2020, Bahadoorsingh, Carnovale, and Person 1 used the encrypted
messaging app Signal to communicate about:  the potential deposit of additional Momentous
shares in nominee entities; Person 1’s efforts to enter bids for Momentous stock to support the
price in late April (Bahadoorsingh described Person 1 to Carnovale as a “team player” for his
0
50,000
100,000
150,000
200,000
250,000
300,000
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
1/2/20202/2/20203/2/20204/2/20205/2/20206/2/2020
Market
 
Volume
Closing
 
Price
Momentous Holdings Corp (MMNT) ‐Price and Volume (Jan ‐June 2020)  
Market VolumeClosing Price

18
 
Momentous bids); and additional payments to the stock promoters (Bahadoorsingh told
Carnovale and Person 1:  “ill [sic] get the wire up to the PR asap.”).
49. Around the start of the promotion, Carnovale and Bahadoorsingh were the
beneficial owners of approximately 23% of the total outstanding shares of Momentous;
approximately 77% of the Momentous shares issued without restrictive legends; and
approximately 52% of the float.  As noted, the stock promoters did not disclose the ownership
position of Carnovale or Bahadoorsingh, or the fact that major shareholders had paid for the
promotion.  Moreover, Momentous’ annual report (Form 10-K) for fiscal year 2019 did not
disclose the fact that Carnovale and Bahadoorsingh beneficially owned more than 5% of
Momentous’ common stock, as Defendants had hidden their ownership interests through the use
of asset managers such as Wintercap and nominee entities such as Travel Data Solutions and
Success Zone.  Momentous filed this annual report with the Commission on or about December
18, 2019.
5
  Investors were therefore unaware that the majority of shares available for trading
belonged to Defendants, who were working together to generate demand for the stock and
increase the stock price.
50. Because Bahadoorsingh and Carnovale controlled a significant percentage of
Momentous’ outstanding shares, its unrestricted shares, and its float; had the power to affect the
price of Momentous shares as described above; and helped secure financing for the company,
they had the power to control and influence, directly or indirectly, the management and policies
                                                            
5
 Momentous publicly filed its Form 10-K for the fiscal year ending May 31, 2019, with the Commission on or
about December 18, 2019.  The company publicly filed its Form 10-K for the fiscal year ending May 31, 2020, with
the Commission on or about February 26, 2021.  This later report also failed to disclose Defendants’ beneficial
ownership stake in Momentous.

19
 
of Momentous.  Defendants were therefore affiliates of Momentous at the time they directly or
indirectly sold Momentous stock.
51. At the time that Bahadoorsingh and Carnovale directly or indirectly sold
Momentous stock, there was not a registration statement for those sales on file with the
Commission or in effect as to those transactions, as required by Section 5 of the Securities Act.
52. Bahadoorsingh and Carnovale knew, or were reckless in not knowing, that they
were required to register their sales of Momentous stock with the Commission.  Their state of
mind is demonstrated by, among other things, the actions they took to conceal their ownership of
the Momentous shares they controlled, their pattern of behavior on similar stock deals, and their
direction of the Momentous trades.
53. The conduct of Bahadoorsingh and Carnovale set forth in Paragraphs 26 through
52 (including fabricating documents, making material misrepresentations to brokers, hiding their
beneficial ownership of large tranches Momentous shares, and simultaneously touting the
company while dumping those shares into the market) constituted a scheme to defraud, and/or
acts, practices, and courses of business that operated or would operate as a fraud or deceit upon
other persons. Defendants engaged in this conduct and employed this fraud scheme in connection
with the offer and sale of Momentous shares.
Example 2:  Uneeqo
54. Uneeqo was incorporated in Nevada in January 2012 and operated as a publicly
traded company during the Relevant Period.
6

                                                            
6
 The company was originally incorporated under the name Kore Resources, Inc.  On May 27, 2016, the company
changed its name to Uneeqo, Inc. and its ticker symbol to “UNEQ.”

20
 
55. In 2012, approximately 35 South Korean residents purportedly purchased a total
of 5,000,000 shares of Uneeqo in a private placement for a total of $50,000.  Uneeqo filed a
Form S-1 registration statement with the Commission that became effective (as amended) on or
about June 19, 2013.  The stated purpose of the Form S-1 was to register the sale of these
5,000,000 shares by the 35 South Korean residents (the “Uneeqo S-1 Shareholders”) to the
public at $.02 per share.  The total number of these purportedly free-trading shares grew to 50
million after the company effected a 10-for-1 share split in December 2013.
Carnovale’s Acquisition of Uneeqo Shares
56. Beginning in 2014 and continuing through 2016, Carnovale acquired at least 23
million of the Uneeqo S-1 Shareholders’ 50 million shares.  All of the shares Carnovale acquired
had been issued without restrictive legends.
57. Carnovale split his 23 million shares among several nominee entities (the
“Uneeqo Nominees”), in amounts at or below 5% of the total number of outstanding Uneeqo
common shares.  He once again used the Sharp Group and Wintercap, described above, along
with another purported asset manager based in Switzerland, Blacklight SA, to provide the
nominee entities, disguise his connection to the nominee entities, and disguise the nominee
entities’ connections to each other.
7

58. Shareholders seeking to disguise their ownership interests often seek to hold less
than 5% of an issuer’s outstanding stock in any single nominee entity.  This is because brokers
                                                            
7
 The Commission charged Blacklight and its principals, Anthony Killarney and Kenneth Ciapala, on January 2,
2020, with violating the 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 at least 45 publicly traded companies.  See SEC v. Bajic et al.,
No. 20-cv-00007 (S.D.N.Y. filed January 2, 2020).  See also SEC v. Ciapala et al., No 20-cv-00008 (S.D.N.Y filed
January 2, 2020).

21
 
conducting due diligence pursuant to Securities Act Section 4(a)(4) and Rule 144 thereunder
typically inquire whether a would-be seller owns more than 5% of an issuer’s stock.
59. Further, for companies like Uneeqo that trade on the “Pink Open Market,” OTC
Markets Group distinguishes between issuers based on the quality of their financial disclosures.
Specifically, OTC Markets Group designates the companies’ financial reporting as “current” (the
highest quality designation), “limited,” or “no information.”  In order to be designated “current,”
companies must disclose their shareholders who beneficially own more than 5% of the company
stock.  Because of the manner in which Carnovale hid his ownership stake, Uneeqo did not
disclose Carnovale as owning more than 5% of Uneeqo’s stock, but Uneeqo was still listed as
“current” on the OTC Markets Group website from at least May 2016 through October 2016.
This designation provided an indication of the quality and quantity of information disclosed to
potential investors at precisely the time when Carnovale was paying stock promoters to generate
demand for Uneeqo stock and was profiting from the sale of his undisclosed shares, as described
below.
60. Maintaining the appearance that each of his nominee entities held no more than
5% of a company’s stock was intentional and was the same technique Carnovale used to disguise
his ownership interest in other penny stocks he sold to the investing public during the Relevant
Period.  For example, in encrypted messages from 2013 with a member of the Sharp Group
concerning a different penny stock, Carnovale confirmed that he wanted his ownership stake
broken up into various nominees with each holding less than 5% of the company’s shares.  In
encrypted messages from 2015 concerning yet another penny stock, Carnovale asked personnel
at Wintercap (at the time, known as Silverton SA):  “How many under 5% blocks can you take?”

22
 
Carnovale’s Campaign to Promote Uneeqo stock
61. In the summer of 2016, Carnovale hired a stock promoter to tout Uneeqo stock to
the public and thereby facilitate the dumping of his own Uneeqo shares.  In August 2016,
Carnovale bragged in an encrypted message with an individual at Wintercap that the Uneeqo
promotion “is mine.”  Carnovale paid the stock promoter approximately $175,000 for his
services, funded directly by proceeds of his Uneeqo stock sales.  He made the payments through
nominee entities to companies affiliated with the stock promoter.  The approximate dates and
amounts of those payments are summarized in the chart below.

62. Carnovale’s efforts to promote Uneeqo’s stock led to a significant increase in the
price and trading volume of Uneeqo’s stock from late June through the end of September 2016,
as shown in the chart below.
DATEAMOUNT
6/21/2016$16,500
7/5/2016$5,000
7/27/2016$16,500
8/15/2016$14,625
8/23/2016$32,500
8/31/2016$55,000
9/22/2016$35,000
TOTAL$175,125

23
 

63. Between June 24, 2016, and September 30, 2016, during the promotional
campaign that Carnovale funded, Carnovale sold approximately 1.7 million shares (net) of
Uneeqo stock, netting approximately $509,000 in proceeds.  Carnovale sold these shares through
several of the Uneeqo Nominees, disguising the fact that at or around the start of the promotional
campaign, he beneficially owned at least 21% of Uneeqo’s outstanding shares, and at least 40%
of all the Uneeqo shares deposited with brokers and available for trading (the “float”).
Carnovale knew, or was reckless in not knowing, that the promoters he hired to tout Uneeqo
would not disclose that he paid for the promotion, that he controlled a significant portion of the
company’s stock and its float, or that he intended to sell his shares to investors whom the
promoters persuaded to buy Uneeqo.
64. Using the encrypted Threema messaging application, Carnovale communicated
with personnel at Wintercap SA about his Uneeqo shares between at least August 3 and August

24
 
16, 2016.  On August 12, 2016, Carnovale asked Wintercap personnel for “[a]ny recaps” of stock
sales on Carnovale’s behalf.  Wintercap personnel asked him which stocks he was referring to,
and Carnovale responded:  “BPSR, UNEQ and ARSN my deals :).”  Wintercap personnel
informed him:  “You SOLD 115k UNEQ @ 0.2754.”  Carnovale responded:  “Have a bottle of
wine on me tonight.”  He later added, “When I make my way back to Europe in couple months
we have a dinner on me no limit.”  Carnovale continued to communicate via Threema about the
status of his Uneeqo shares.
65. Section 13(d) of the Exchange Act and the Commission’s rules promulgated
thereunder require individuals acting alone or in a group to file reports with the Commission,
which are available to investors, when those shareholders acquire more than 5% of the
outstanding stock of a company registered under Section 12.  Uneeqo was a company registered
under Section 12 of the Exchange Act from June 2013 through December 2017.
66. Carnovale, acting in concert with others in the Sharp Group and at Wintercap SA
and Blacklight SA, controlled the Uneeqo Nominees.  As a result, through the Uneeqo
Nominees, Carnovale was the beneficial owner, alone or in a group with others, of more than 5%
of Uneeqo’s publicly traded stock, and he was required to disclose that interest under Section
13(d) of the Exchange Act.  Carnovale intentionally or recklessly failed to do so.
67. Specifically, Carnovale was required to file a public disclosure report—a
“Schedule 13D”—with the Commission pursuant to Section 13(d) of the Exchange Act and
Rules 13d-1 and 13d-2 thereunder because he was the beneficial owner of greater than 5% of
Uneeqo’s common stock.  Carnovale was further required to file a Schedule 13D Amendment
whenever his ownership position (or the ownership position of any group of which he was a
member) in Uneeqo materially changed.  Carnovale never filed a Schedule 13D, or a Schedule

25
 
13D Amendment disclosing his beneficial ownership of more than 5% of Uneeqo’s stock or any
material change in his beneficial ownership of the stock.
68. At all times relevant to this Complaint, Carnovale knew about and understood, or
recklessly disregarded, Section 13(d) of the Exchange Act, and his obligations under that statute
and the rules promulgated thereunder to disclose his direct or indirect ownership of more than
5% of Uneeqo’s outstanding shares, and to amend his disclosure based on any material change in
his beneficial ownership of the stock.
69. When Carnovale disguised his beneficial ownership of significant quantities of
Uneeqo stock, facilitating his sale of that stock as described herein, Carnovale knowingly or
recklessly engaged in a scheme to defraud Uneeqo investors.
Fraudulent Representations Regarding Uneeqo Convertible Debt
70. By late 2018, Bahadoorsingh became more actively involved in Carnovale’s fraud
scheme.  On February 15, 2019, Bahadoorsingh sold to Firm A a $65,000 convertible note that
Uneeqo had purportedly issued to his nominee company, Travel Data Solutions.  Bahadoorsingh,
or Person 1 acting at his direction, provided Firm A with fabricated documentation purporting to
show that, on September 8, 2016, Travel Data Solutions had wired Uneeqo $65,000 from Travel
Data’s Bank of America account.  No such payment was ever made.  The document, which
purported to come from Bank of America, was fabricated.  Between February 2019 and June
2020, Firm A converted portions of the $65,000 note more than a dozen times, ultimately
causing Uneeqo to issue more than 490 million shares to Firm A without restrictive legends.
71. Every time that Firm A converted a portion of the $65,000 note, Firm A provided
to Uneeqo’s transfer agent a package of supporting documents required by the transfer agent,
including the note itself and the fabricated wire remittance record.

26
 
72. On February 22, 2019, Uneeqo issued another convertible note, this time directly
to Firm A, in the amount of $60,000.  Uneeqo received no money from Firm A as a result of this
transaction.  Instead, on March 1, 2019, Firm A wired $60,000 to the personal bank account of
an associate of Bahadoorsingh.  IP address logs indicate that Bahadoorsingh then accessed his
associate’s personal bank account and transferred substantially all the money to himself and
other associates.
Bahadoorsingh’s Involvement in the Management of Uneeqo
73. Throughout 2019 and 2020, Bahadoorsingh exercised control over various aspects
of the management of Uneeqo.  In December 2019, Person 1, acting at Bahadoorsingh’s
direction, created an email account for the company that was listed publicly on the company’s
profile page on the OTC Markets Group website.  Bahadoorsingh repeatedly accessed that
company email account, as evidenced by IP address access logs showing that the same IP
addresses were used to access the Uneeqo email account along with Bahadoorsingh’s personal
email accounts and Bahadoorsingh’s personal bank account.  Bahadoorsingh (and Person 1
acting at Bahadoorsingh’s direction) used the Uneeqo email account to conduct company
business, including sending and receiving communications with a transfer agent regarding
Uneeqo shares.  Bahadoorsingh signed some of these emails with the name of Uneeqo’s CEO.
IP address data also indicates that Bahadoorsingh accessed Uneeqo’s OTC Market Group’s
Disclosure and News Service, OTCIQ.  Companies use this service to distribute information to
investors, brokers, and other market participants, as well as news media.
74. Moreover, from at least January 2020 through July 2020, Bahadoorsingh and
Person 1 discussed their involvement in the management of Uneeqo, including, among other
things, control of the corporate email account, updating the Uneeqo website, preparing corporate

27
 
documents, and submitting financial statements and accompanying reports to the OTC Market
Group’s website.
False and Misleading Statements in Public Reports
75. Uneeqo’s financial statements and reports for the fiscal year ending June 30, 2019
(uploaded to OTC Markets by Person 1 at Bahadoorsingh’s direction in January 2020) stated that
in September 2016, Uneeqo “entered into a promissory note with Travel Data Solutions in the
amount of $65,000,” and that the note “is currently in default.”  The financial statements and
reports further described this note as having “Conversion Terms (e.g. pricing mechanism for
determining conversion of instrument to shares)” of “8%.”  The conversion terms purported to
describe to investors the potential effect of the convertible debt on the number of outstanding
shares.
76. These statements were false and/or materially misleading.  Among other
deficiencies, they omitted to disclose that in February 2019, Travel Data Solutions (i.e.,
Bahadoorsingh) had sold this note to Firm A, as described above, and that Firm A had
renegotiated the terms of the note for a much lower conversion rate—a fixed price of $.0001 per
share, entitling Firm A to 776,794,500 shares based on the face value of the note with accrued
interest.  This omission deprived investors of material information regarding the risk of
significant dilution of their Uneeqo shares.
77. Indeed, in March 2020, Bahadoorsingh and Person 1 discussed over WhatsApp
their own inability to earn money from sales of their Uneeqo shares precisely because Firm A
had diluted their position and depressed share prices by converting the note Firm A had
purchased from Travel Data Solutions into millions of immediately tradable Uneeqo shares.
Bahadoorsingh and Person 1 discussed inducing Uneeqo to effectuate a large reverse split to

28
 
reduce the number of shares outstanding.  Person 1 speculated, however, that such a reverse split
would simply cause Firm A to “issue a boat load” of shares again and negate the effect of any
reverse split.  Bahadoorsingh assured Person 1, however that Bahadoorsingh, Carnovale, and the
president of Firm A “agreed that after the split[,] the stock [w]as ours.”  About two weeks later,
Bahadoorsingh assured Person 1 that Carnovale had communicated with Firm A and that “they
will play ball after teh [sic] split.”
78. Carnovale continued to communicate with Bahadoorsingh and Person 1 about
Uneeqo, as well as Momentous, through at least April 2020.  For example, on April 24, 2020,
Carnovale participated in a group chat with Bahadoorsingh and Person 1 on the encrypted
messaging app Signal.  Carnovale asked about the progress of share deposits for Uneeqo (which
Carnovale, Bahadoorsingh, and Person 1 referred to as “UN”), Momentous (which they referred
to as “MM”), and another security.  After Bahadoorsingh provided an update on the conversion
and issuance of Uneeqo shares, Carnovale asked, “What about website, OTCmarkets [sic] update
for UN?  Can you email me a current [shareholder] list pls”?  Bahadoorsingh reported back the
website would be “live Monday,” and that he would provide a shareholder list “when I issue the
20mm [share] control block.”
79. On October 22, 2020, the Commission suspended trading in Uneeqo stock for a
period of ten business days due to concerns about:  “(1) the accuracy of disclosures regarding
certain promissory notes; (2) the accuracy of the Company’s annual financials for the year ended
June 30, 2020 and made public on October 14, 2020, including the number of shares available to
trade; and (3) unusual trading activity in or around October 2020 affecting the market for
Uneeqo’s securities.”  Shortly after the Commission suspended trading, OTC Markets Group
discontinued the display of quotations for Uneeqo.

29
 
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a)(1) and (3) of the Securities Act by
Carnovale and Bahadoorsingh)

80. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if
fully set forth herein.
81. During the Relevant Period, the stock of Momentous and Uneeqo was each a
security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
82. By reason of the conduct described above, defendants Carnovale and
Bahadoorsingh, 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
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.
83. By reason of the conduct described above, defendants Carnovale and
Bahadoorsingh violated Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1) 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 10(b) of the Exchange Act and Rules 10b-5(a) and (c)
thereunder by Carnovale and Bahadoorsingh)

84. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if
fully set forth herein.
85. During the Relevant Period, the stock of Momentous and Uneeqo was each a
security under Section 3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].

30
 
86. By reason of the conduct described above, defendants Carnovale and
Bahadoorsingh, 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, (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.
87. By reason of the conduct described above, defendants Carnovale and
Bahadoorsingh violated Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and
(c) [17 C.F.R. §240.10b-5(a) and (c)] thereunder.

THIRD CLAIM FOR RELIEF
OBTAINING MONEY OR PROPERTY BY MISREPRESENTATIONS IN
CONNECTION WITH THE OFFER OR SALE OF SECURITIES
(Violation of Section 17(a)(2) of the Securities Act by Bahadoorsingh)

88. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if
fully set forth herein.
89. During the Relevant Period, the stock of Uneeqo was a security under Section
3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].
90. By reason of the conduct described above, defendant Bahadoorsingh, in
connection with the offer or sale of securities of Uneeqo, by the use of the means or
instrumentalities of interstate commerce or of the mails, directly or indirectly, acting with the
requisite degree of knowledge, state of mind or negligence, obtained money or property by
means of untrue statements of  material facts or omissions to state material facts necessary in

31
 
order to make the statements made, in light of the circumstances under which they were made,
not misleading.
91. By reason of the conduct described above, the defendant violated Securities Act
Section 17(a)(2) [15 U.S.C. § 77q(a)(2)] and will continue to violate that section unless enjoined.
FOURTH CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and
Rule 10b-5(b) thereunder by Bahadoorsingh)

92. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if
fully set forth herein.
93. During the Relevant Period, the stock of Uneeqo was a security under Section
3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].
94. By reason of the conduct described above, defendant Bahadoorsingh, 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 light of
the circumstances under which they were made not misleading.
95. By reason of the conduct described above, Bahadoorsingh violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
FIFTH CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act by Carnovale and Bahadoorsingh)

96. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if
fully set forth herein.

32
 
97. During the Relevant Period, the stock of Momentous was a security under Section
2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
98. By reason of the conduct described above, defendants Carnovale and
Bahadoorsingh, 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 as to which no
registration statement has been filed and for which no exemption from registration has been
available.
99. As a result, defendants Carnovale and Bahadoorsingh violated Sections 5(a) and
(c) of the Securities Act [15 U.S.C. §§77e(a), (c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Enter a permanent injunction restraining defendants Carnovale and
Bahadoorsingh, their 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, from violating Sections 5(a) and (c), and 17(a)(1) and (3) of the Securities Act [15
U.S.C. §§77e(a), (c); 77q(a)(1) and (3)], and Section 10(b) of the Exchange Act [15 U.S.C.
§§78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a) and (c)].
B. Enter a permanent injunction restraining defendant Bahadoorsingh, his agents,
servants, employees and attorneys, and those persons in active concert or participation with him

33
 
who receive actual notice of the injunction by personal service or otherwise, from violating
Section 17(a)(2) of the Securities Act [15 U.S.C. §§77e(a), (c); 77q(a)(1) and (3)], and Section
10(b) of the Exchange Act [15 U.S.C. §§78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R.
§240.10b-5(b)].
C. Order Defendants to disgorge, with prejudgment interest, all ill-gotten gains
obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Section
21(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7)];
D. Order Defendants to pay civil monetary penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)];
E. Enter an order barring Defendants Carnovale and Bahadoorsingh 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 21(d) of the Exchange Act [15 U.S.C. § 78u(d)];
F. Enter an order barring Defendants 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
Defendants from purchasing or selling securities listed on a national securities exchange for their
own personal accounts;
G. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
H. Grant such other and further relief as this Court may deem just and proper.

34
 
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.

DATED this 2nd day of December, 2021.

                                                                        Respectfully            submitted,
/s/ David J. D’Addio
David J. D’Addio (Mass. Bar No. 665790)
Eric A. Forni (Mass Bar No. 669685)
Amy Gwiazda (Mass Bar No. 663494)
                                                                        Dahlia            Rin            (Mass.            Bar            No.            674137)

      SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch St., 24
th
 Floor
Boston, MA 02110
Phone: (617) 573-4526 (D’Addio direct)
(617) 573-8827 (Forni direct)
Fax: (617) 573-4590 (fax)
[email protected] (D’Addio email)
[email protected] (Forni email)

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
    Plaintiff, 
 v. 
 
 
VINCENZO CARNOVALE and  
AMAR BAHADOORSINGH, 
 
    Defendants. 
 

 
 

Civil Action No. 21-CV-____ (___) 
 

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the 

following against the defendants: 

SUMMARY  

1. This is a securities fraud enforcement action.  Defendants Vincenzo Carnovale 

(“Carnovale”) and Amar Bahadoorsingh (“Bahadoorsingh”) (collectively, the “Defendants”) 

engaged in fraudulent schemes to sell and cause to be sold publicly-traded stock to investors.  

From 2016 through at least October 2020 (the “Relevant Period”), their 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.   

2. They succeeded, generating substantial illicit profits while defrauding investors in 

several related ways.  First, Carnovale and Bahadoorsingh concealed the fact that they controlled 

the securities of publicly traded companies, including the securities of Momentous Holdings 

Corp. (“Momentous”) and Uneeqo, Inc. (“Uneeqo”).  Second, Defendants misled investors, 

brokers, and transfer agents about the provenance of these securities and Defendants’ beneficial 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 1 of 34



2 
 

ownership of them, in order to convince these parties that the shares were eligible for trading in 

public markets.  Bahadoorsingh went so far as to fabricate documents that he provided, directly 

and indirectly, to brokers and transfer agents to evade due diligence procedures they employed to 

comply with securities laws.  Third, they deceived investors by causing the companies to make 

materially false and misleading statements in their publicly filed financial statements and reports.  

Finally, they hired stock promoters to generate demand for their shares, and sold those shares to 

unwitting retail investors during the promotions that they orchestrated.   

3. During the Relevant Period, Carnovale and Bahadoorsingh controlled a 

significant portion of the total outstanding shares of Momentous and Uneeqo, and an even larger 

portion of the shares available to trade in public markets.  They hid their ownership of these 

shares by making it appear that the shares were instead owned by multiple unaffiliated entities.  

In reality, those entities were holding the stock as nominees for Carnovale and Bahadoorsingh.   

4. Defendants’ specific roles in the fraudulent schemes varied depending on the 

timeframe and the specific security at issue.  Throughout the Relevant Period, however, their 

secret control of large quantities of Momentous and Uneeqo stock, along with their power to 

direct the management and policies of the companies at various times during the Relevant 

Period, were the linchpin of the fraudulent schemes.   

5. With respect to Momentous, Defendants’ control of the company enabled them 

secretly to sell nearly a million shares:  (a) without registering the offers or sales of stock with 

the Commission; (b) without disclosing accurate information to investors, brokerage firms, or 

transfer agents about their control over the company; and (c) without complying with limitations 

on the sale of stock by company “affiliates” (defined below) like themselves.  Similarly, with 

respect to Uneeqo, Carnovale initially hid his control of millions of shares in nominee entities, 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 2 of 34



3 
 

concealed his ownership position from investors, and profited handsomely as he sold 

approximately 1.7 million shares during a promotional campaign he secretly funded.  Later, he 

and Bahadoorsingh directly and indirectly provided false and misleading information to brokers 

and transfer agents via fabricated documents about shares that were ultimately sold to the public.  

They also provided false and misleading information to investors in publicly filed financial 

statements and disclosures.  Carnovale and Bahadoorsingh then prepared to consolidate the 

outstanding shares of Uneeqo through a reverse split, enabling them to engage in further fraud on 

the market (supported by another promotional campaign).  Before they could accomplish this 

phase of the fraud scheme, the Commission suspended trading in Uneeqo stock.  Carnovale and 

Bahadoorsingh nonetheless had previously earned hundreds of thousands of dollars in illegal 

Uneeqo stock sales.   

6. As a result of the conduct alleged herein, Carnovale and Bahadoorsingh violated, 

and unless restrained and enjoined will continue to violate, Sections 5(a), 5(c), 17(a)(1), and 

17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§77e(a), (c) and 77q(a)(1), 

(3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§78j(b)], and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a), (c)].   

7. As a result of his conduct alleged herein, Bahadoorsingh further violated, and 

unless restrained and enjoined will continue to violate, Section 17(a)(2) of the Securities Act, 

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

8. The Commission seeks a permanent injunction against the Defendants, enjoining 

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

this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest pursuant to Section 21(d) of the Exchange Act [15 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 3 of 34



4 
 

U.S.C. §§77u(d)]; civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. 

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

defendants Carnovale and Bahadoorsingh 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 21(d) of the Exchange 

Act [15 U.S.C. §78u(d)]; an order barring Defendants 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 Defendants from purchasing or selling securities listed on a national securities 

exchange for their own personal accounts; and such other relief as the Court may deem 

appropriate. 

JURISDICTION AND VENUE 

9. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

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

U.S.C. §§78u(d), 78u(e), and 78aa]. 

10. Venue lies in this Court 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].  Certain of the acts, practices, 

transactions and courses of business alleged in this Complaint occurred within the District of 

Massachusetts, and were effected, directly or indirectly, by making use of means or 

instrumentalities of transportation or communication in interstate commerce, or the mails.  For 

example, certain individuals who reside in Massachusetts purchased Momentous stock during a 

promotional campaign funded by Carnovale.  Other individuals who reside in Massachusetts 

purchased Uneeqo stock during the time period when Defendants knowingly caused false and 

misleading financial information to be published to the investing public.   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 4 of 34



5 
 

DEFENDANTS 

11. Vincenzo Carnovale, age 44, is a resident of British Columbia, Canada, and a dual 

citizen of Italy and Canada.   

12. Amar Bahadoorsingh, age 51, is a resident of British Columbia, Canada, and a 

dual citizen of the United Kingdom and Canada. 

RELATED INDIVIDUALS AND ENTITIES 

13. Person 1, age 72, is a resident of Florida and a United States citizen.   

14. Momentous Holdings Corp. currently operates as an alcoholic beverage producer.  

Momentous (Ticker:  MMNT) trades on OTC Link (previously, the “Pink Sheets”), operated by 

OTC Markets Group, Inc.  Momentous was incorporated in Nevada in 2015, and its principal 

place of business is London.   

15. Uneeqo Inc. is a Nevada corporation with principal executive offices in Las 

Vegas, Nevada.  The company has described itself at various times as a “metal mining” 

company, a software services provider, and most recently, a “disinfecting service and solutions” 

company.  Uneeqo’s common stock was registered with the Commission pursuant to Section 

12(g) of the Exchange Act from June 2013 until December 2017.  During the Relevant Period, 

Uneeqo (Ticker:  UNEQ) traded on OTC Link.  Pursuant to Section 12(k)(1) of the Exchange 

Act, the Commission suspended trading in Uneeqo’s common stock for ten business days, from 

October 22, 2020, to November 4, 2020.  After the Commission suspended trading, OTC 

Markets Group, Inc. discontinued the display of quotations for Uneeqo. 

BACKGROUND 

16. Before selling stock, persons who control the stock of public companies (“control 

persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 5 of 34



6 
 

of the 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 (including Uneeqo for a portion of the Relevant 

Period) are required to disclose publicly any ownership interest in excess of 5% of the 

company’s stock.  Such 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.   

17. An “affiliate” of a publicly traded company (also known as an “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 or cause the direction of the 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 of, an issuer.  Absent 

registration of the stock, affiliates are only permitted to sell a small percentage of their stock 

according to SEC Rule 144 [17 C.F.R. §230.144].  A group of individuals and/or entities acting 

in concert may collectively be an “affiliate” of an issuer.  

18. “Restricted stock” is stock of an issuer that is acquired from an issuer, or an 

affiliate of the issuer, in a private transaction that is not registered with the Commission.  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 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 6 of 34



7 
 

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.   

19. “Unrestricted stock” is stock that may legally be offered and sold in the public 

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

statement filed with the Commission.  Registration statements are transaction specific, however, 

and apply to each separate offer and sale as detailed in the registration statement.  Registration 

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 the company that 

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

affiliate, strictly limiting the quantity of shares that may be sold in the public markets absent 

registration.  Without registration, affiliates are prohibited from selling large quantities of an 

issuer’s shares, regardless of how the affiliates obtained those shares. 

20. A “transfer agent” is a company that, among other things, issues and cancels 

certificates of a company’s stock to reflect changes in ownership.  Many companies that have 

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

their stocks.  Transfer agents routinely keep track of whether shares are restricted from resale. 

21. 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 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 7 of 34



8 
 

public reports (such as quarterly and annual statements and other periodic disclosures) on the 

OTC Markets website for investors to review and consider when making investment decisions.   

22. A “beneficial owner” of a security is any person who, directly or indirectly, 

through any contract arrangement, understanding, relationship, or otherwise, has or shares 

investment power, which includes the power to dispose, or to direct the disposition of, such 

security.   

23. “Penny stock,” as used herein, generally refers to a security issued by a very small 

company that trades at less than $5 per share.   

24. A “convertible note,” as used herein, is a promissory note issued by a company 

that entitles the lender to convert the company’s debt into equity in the company.   

25. A company is considered “public” when its securities trade on established 

markets and the company discloses certain business and financial information regularly to the 

investing public.   

THE FRAUDULENT SCHEMES TO CONCEAL STOCK OWNERSHIP AND TO 
MISREPRESENT SHARES AS UNRESTRICTED 

 
Example 1:  Momentous 

26. Momentous was incorporated in Nevada in May 2015 and operated as a publicly 

traded company during the Relevant Period. 

27. On or about December 31, 2015, Momentous’ S-1 registration statement became 

effective, registering the offering of up to 5,000,000 shares of common stock at an offering price 

of $0.04 per share.   

28. On or about April 12, 2016, 30 U.K. nationals purported to purchase 1,285,000 

shares of Momentous for a total of $51,400 (the “Momentous S-1 Shareholders”).  These were 

the only shares Momentous issued without restrictive legends.  The absence of restrictive legends 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 8 of 34



9 
 

on the stock certificates indicates that the shares are immediately and freely tradeable.  As noted, 

however, whether subsequent sales require registration with the Commission is determined on a 

transaction-by-transaction basis, regardless of whether shares were at some previous time 

deemed “unrestricted.”  

29. On September 26, 2018, Momentous approved a stock dividend that operated as a 

7-for-1 forward split of its common stock, which increased from 1,285,000 to 8,995,000 the total 

number of shares derived from those issued to the Momentous S-1 Shareholders.1   

Acquisition of Momentous Shares 

30. At some point before August 2016, Carnovale amassed control over all of the 

shares issued to the Momentous S-1 Shareholders, which amounted to approximately 34% of the 

total Momentous shares outstanding and 100% of the Momentous shares issued without a 

restrictive legend.   

31. Beginning in or about August 2016, Carnovale directed that the physical stock 

certificates issued to the Momentous S-1 Shareholders be held with:  (1) a Vancouver-based 

organization run by an individual named Fred Sharp (the “Sharp Group”), and (2) a Switzerland-

based entity (Wintercap SA) that held itself out as an asset manager.  The Sharp Group and 

Wintercap SA were actually in the business of helping their clients disguise control and 

ownership of penny stocks, and have been separately charged by the Commission.2  Specifically, 

                                                            
1 For clarity, all subsequent references to Momentous shares reflect post-split totals.  

2 The Commission charged Wintercap SA and its principal, Roger Knox, on October 2, 2018, with violating the 
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 at least 50 publicly traded companies.  See SEC v. Knox et al., No. 18-cv-12058 
(D. Mass. filed October 2, 2018).  

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 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 9 of 34



10 
 

the Sharp Group concealed the identities of its clients like Carnovale by offering an array of 

services, including forming and providing offshore nominee companies that could hold shares 

for undisclosed control persons; providing and administering an encrypted communication 

network; and arranging for clients to deposit stock in offshore trading platforms, including 

Wintercap SA, to obfuscate the control persons’ association with their public company stock. 

32. Over time, beginning in early 2017, Carnovale and Bahadoorsingh caused large 

tranches of the Momentous shares to be transferred to nominee entities that they controlled, 

including Travel Data Solutions LLC (“Travel Data Solutions”), a Wyoming company, and 

Success Zone Technology Limited (“Success Zone”), a Hong Kong company. 

Fraudulent Representations to Brokers 

33. To effectuate some of these transfers, Bahadoorsingh directed Person 1 to assist 

him in fabricating documents to falsely claim that Bahadoorsingh’s and Carnovale’s nominees 

had paid the Momentous S-1 Shareholders to acquire their shares.  The purpose of these 

fabricated documents was to deceive brokerage firms into concluding that the Momentous shares 

should be made immediately available for trading and not otherwise subject to registration, 

holding, and disclosure requirements, or limitations on affiliate sales.     

a. For example, in January 2019, Bahadoorsingh and Person 1 arranged for the 

deposit of 726,250 purportedly free-trading Momentous shares into a 

brokerage account held by Defendants’ nominee Success Zone.  In connection 

with the deposit, Bahadoorsingh and Person 1 provided Success Zone’s 

brokerage firm (“Broker A”) with documents that purported to be Success 

                                                            
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).   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 10 of 34



11 
 

Zone’s bank records showing wire-transfer payments in 2016 from Success 

Zone to Momentous S-1 Shareholders in exchange for their shares.  Each of 

these wire-transfer records was fabricated; the wire transfers reflected in them 

never occurred.  Indeed, Bahadoorsingh and Person 1 fabricated several of 

these documents in late 2018. 

b. Similarly, in March 2019, Bahadoorsingh and Person 1 again provided 

Broker A with fabricated documents that purported to be proof of payments in 

2016 and 2017 for 748,500 Momentous shares purportedly obtained from four 

Momentous S-1 Shareholders.3  Once again, each of these wire-transfer 

records was fabricated; the wire transfers reflected in these fabricated 

documents never occurred. Bahadoorsingh and Person 1 fabricated some of 

these documents in late 2018 and early 2019 and provided all of the fabricated 

documents to Broker A in connection with the deposit and eventual sale of a 

portion of these Momentous shares.   

34. The false and misleading statements in these fabricated documents obscured the 

provenance of these shares as well as Carnovale’s and Bahadoorsingh’s control over them.  The 

fabricated documents were intended to cause Broker A to conclude that Success Zone had 

purchased the shares years before from individuals who themselves had obtained the shares 

through a registered sale, and that the shares were therefore unrestricted and available for 

                                                            
3 In several instances, Bahadoorsingh and Carnovale retained 10% of the shares of the Momentous S-1 Shareholders 
in those shareholders’ names.  The stock certificates were sent to a California attorney whom the Commission 
charged in 2018 with violating Sections 5(a) and 5(c) of the Securities Act.  See SEC v. Owen H. Naccarato, 17-cv-
24682-JLK (S.D. Fla.).  This attorney’s law office shares the same address with Defendants’ nominee, Travel Data 
Solutions.   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 11 of 34



12 
 

Success Zone to sell to the investing public.  Success Zone, however, never paid any Momentous 

S-1 Shareholder for the shares.   

35. Around the time of these transfers, Carnovale and Bahadoorsingh were the 

beneficial owners of at least 34% of the total outstanding shares of Momentous; at least 94% of 

the Momentous shares issued without restrictive legends; and at least 82% of the Momentous 

shares deposited with brokers and available for trading (the “float”).   

36. Bahadoorsingh and Person 1 (acting at Bahadoorsingh’s direction) later made 

additional false and misleading statements to Broker A in order to collect and distribute proceeds 

from Defendants’ sale of Momentous shares held by Success Zone.  Bahadoorsingh and Person 1 

had learned that:  (1) Broker A would transfer funds only to a bank account in the same name as 

the customer’s brokerage account; and (2) Broker A conducted heightened anti-money 

laundering (“AML”) diligence for any wire transfers to foreign bank accounts.  Success Zone 

was a Hong Kong entity with no operations in the U.S. and no U.S. bank account.  Therefore, 

any wire transfers from Broker A to Success Zone’s foreign bank account would have triggered 

heightened AML diligence by Broker A.   

37. In order to circumvent Broker A’s wire-transfer restrictions and AML diligence, 

Bahadoorsingh (and Person 1 acting at his direction) instructed Broker A to send future wire 

transfers not to Success Zone’s foreign bank account, but instead to a U.S. Bank account for a 

separate but similarly named Wyoming company.  Specifically, Bahadoorsingh and Person 1 

controlled a Wyoming company called “Success Zone Technology Limited, LLC.” (emphasis 

added).  Person 1, at Bahadoorsingh’s direction, had previously opened a U.S. bank account in 

the name of that Wyoming company.  In March 2019, Bahadoorsingh and Person 1 submitted 

standing wire transfer instructions to Broker A listing the following information: 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 12 of 34



13 
 

Customer Account Name Success Zone Technology 

Customer Bank Account Name Success Zone Technology 

 
This information was false and misleading.  The true customer account name was “Success Zone 

Technology Limited,” and the bank account name was “Success Zone Technology Limited, 

LLC.”  By truncating the different names on these accounts, Bahadoorsingh and Person 1 

intended to mislead Broker A to conclude the accounts were in the same name and held by the 

same entity. 

38. Broker A accepted the standing wire instruction and would later process several 

wire transfers for Bahadoorsingh and Person 1 to the U.S. bank account held in the name of the 

unrelated U.S. entity that they used to further the fraud scheme.  As a result of this deception, 

Bahadoorsingh was able to collect and distribute approximately $500,000 in proceeds from the 

sale of Momentous shares through Success Zone. 

 Fraudulent Representations to Firm that Obtained and Sold Momentous Shares 

39. Bahadoorsingh and Person 1 also provided false and misleading information 

(sometimes in the form of fabricated documents) to an entity that held itself out as a venture 

capital and private equity firm (“Firm A”).  Bahadoorsingh and Person 1 sold approximately 1.5 

million shares of Momentous stock to Firm A.  Bahadoorsingh and Person 1 knew, or were 

reckless in not knowing, that Firm A, would, in turn, provide this false and misleading 

information to its broker (“Broker B”) in order to deposit and eventually sell Momentous shares 

to the investing public.   

40. In or about late 2019 and into early 2020, Bahadoorsingh helped to orchestrate a 

set of transactions involving Momentous, Firm A, and one of Defendants’ nominees, Travel Data 

Solutions.  Firm A agreed to provide financing to Momentous in the form of a $250,000 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 13 of 34



14 
 

convertible promissory note.  Securing this financing was important to Momentous; it was the 

company’s principal source of cash for fiscal year 2020.  Firm A only agreed to provide this 

financing to Momentous, however, because Bahadoorsingh simultaneously agreed to sell to Firm 

A approximately 1.5 million purportedly unrestricted shares of Momentous stock at a discount of 

more than 90% from the then-current market price for Momentous shares.  The shares were to be 

sold by Defendants’ nominee, Travel Data Solutions.4     

41. In or about January 2020, Bahadoorsingh (or Person 1 acting at Bahadoorsingh’s 

direction) provided Firm A with a letter Bahadoorsingh had previously written to an attorney 

acting on behalf of Travel Data Solutions, in which he attested that Travel Data Solutions had 

purchased its shares directly from several Momentous S-1 shareholders in 2017 and 2018.  These 

representations were false and misleading.  Travel Data Solutions had actually obtained the 

shares from Carnovale—not from the Momentous S-1 Shareholders.  Moreover, Bahadoorsingh 

caused Firm A to be provided with fabricated documents purporting to show payments from the 

Travel Data Solutions bank account to several Momentous S-1 shareholders.  The true bank 

records for Travel Data Solutions show no payments to any Momentous S-1 Shareholders for 

their shares.   

42. Firm A then sought to deposit some of its Momentous shares in its account with 

Broker B.  In conducting diligence on Firm A’s deposit request, Broker B sought additional 

documentation regarding the Momentous S-1 Shareholders—specifically identification and 

proof-of-address documents for these individuals.  Firm A, in turn, asked Bahadoorsingh for 

                                                            
4  The convertible note allowed for the holder (Firm A) to convert the debt into Momentous common stock at a fixed 
price of $.25 per share—a price that was substantially higher that what Firm A paid for the $1.5 million Momentous 
shares it purchased from Defendants through Travel Data Solutions.  Firm A never converted the debt into 
additional shares of Momentous.   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 14 of 34



15 
 

such documents.  Bahadoorsingh did not have any such proof-of-address documents, so he 

fabricated them.    

43. Using the messaging application WhatsApp, Bahadoorsingh discussed his 

fabrication of these proof-of-address documents with Person 1 in a series of encrypted text 

messages.  On January 21, 2020, Bahadoorsingh wrote to Person 1 that Broker B would “need[] 

IDs and proof of address for each of the prior [share]holders.”  Bahadoorsingh specifically 

named five of the Momentous S-1 shareholders and one other nominee entity.  He added that he 

“need[ed] actual utility bills etc.”  Person 1 responded:  “I have all packages – no ids and no 

utility bills.”  Person 1 also noted:  “[Broker A] never asked.”  Bahadoorsingh replied with a 

string of expletives and stated, “I need to do utility bills[.]  [W]ill take me 2 hours.”  He later 

asked Person 1 to review the documents and noted that he “found a mistake” in the documents he 

had fabricated relating to one of the Momentous S-1 Shareholders.  Bahadoorsingh then caused 

these fabricated documents to be sent to Firm A.  Firm A, in turn, submitted these fabricated 

documents to Broker B, and on or about January 22, 2020 Broker B then accepted the 1.5 million 

Momentous shares for deposit, making them immediately available for sale to the investing 

public.  Firm A ultimately sold at least 300,000 of these shares into the market to investors.    

Defendants’ Campaign to Promote Momentous Stock 

44. In the spring of 2020, Bahadoorsingh and Carnovale directly or indirectly hired 

stock promoters to tout Momentous stock to the public.  Bahadoorsingh and Person 1 discussed 

payments for the promotional campaign over WhatsApp.  For example, on March 17, 2020, 

Bahadoorsingh directed Person 1 to transfer funds from Success Zone to Bahadoorsingh’s 

personal bank account so he could purchase bitcoin for Carnovale and transfer the 

cryptocurrency to the stock promoters.  Bahadoorsingh told Person 1 the next day:  “bro i have to 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 15 of 34



16 
 

get the BTC [i.e., bitcoin] done and V [i.e., Carnovale] needs to use that to support market.”  A 

few hours later, Bahadoorsingh reiterated to Person 1 that Carnovale “needs that to move the 

market up tomorrow.”  Over the next two days, Person 1 transferred $14,000 from the bank 

account for Success Zone Technology Limited, LLC (i.e., the Wyoming company) to 

Bahadoorsingh’s personal bank account.  Bahadoorsingh used at least $11,750 of this cash to 

purchase bitcoin over the next five days. 

45. The stock promotion included calls and emails to investors from an entity that 

identified itself as “Sachs Trading.”  The messages touted Momentous to potential investors, 

including senior citizens.  For example, a potential investor received an email from “Sachs 

Trading” on April 8, 2020, claiming that Momentous was “Analyst’s Choice Recommendation 

of 2020.”  The email stated, “our Analysts believe that with some of the news coming down the 

pipeline in 2020 for [Momentous], it could result in 500-1000 percent returns.”  The promotion 

further noted that “If [Momentous] get[s] the product to market later this year we anticipate the 

stock will more than quadruple in value.”  The recipient of that email ultimately purchased 

Momentous shares.  The email failed to disclose that Bahadoorsingh and Carnovale paid for the 

stock promotion and that they were the beneficial owners of significant quantities of Momentous 

stock.     

46. Carnovale and Bahadoorsingh’s efforts to promote Momentous stock led to a 

significant increase in the stock’s price and trading volume in April 2020, as illustrated below: 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 16 of 34



17 
 

 

47. During March and April 2020, Bahadoorsingh and Carnovale, through nominee 

Success Zone, sold approximately 476,601 shares of Momentous, netting approximately 

$279,000.  Bahadoorsingh deposited approximately $142,000 of the proceeds into his personal 

bank account, and transferred approximately $50,000 of those proceeds to Carnovale, via two of 

Carnovale’s nominee companies.  Additional proceeds were distributed to Person 1 and the stock 

promoters.   

48. In April 2020, Bahadoorsingh, Carnovale, and Person 1 used the encrypted 

messaging app Signal to communicate about:  the potential deposit of additional Momentous 

shares in nominee entities; Person 1’s efforts to enter bids for Momentous stock to support the 

price in late April (Bahadoorsingh described Person 1 to Carnovale as a “team player” for his 

0

50,000

100,000

150,000

200,000

250,000

300,000

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90

$1.00

1/2/2020 2/2/2020 3/2/2020 4/2/2020 5/2/2020 6/2/2020

M
ar
ke
t 
V
o
lu
m
e

C
lo
si
n
g 
P
ri
ce

Momentous Holdings Corp (MMNT) ‐ Price and Volume (Jan ‐ June 2020)  

Market Volume Closing Price

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 17 of 34



18 
 

Momentous bids); and additional payments to the stock promoters (Bahadoorsingh told 

Carnovale and Person 1:  “ill [sic] get the wire up to the PR asap.”). 

49. Around the start of the promotion, Carnovale and Bahadoorsingh were the 

beneficial owners of approximately 23% of the total outstanding shares of Momentous; 

approximately 77% of the Momentous shares issued without restrictive legends; and 

approximately 52% of the float.  As noted, the stock promoters did not disclose the ownership 

position of Carnovale or Bahadoorsingh, or the fact that major shareholders had paid for the 

promotion.  Moreover, Momentous’ annual report (Form 10-K) for fiscal year 2019 did not 

disclose the fact that Carnovale and Bahadoorsingh beneficially owned more than 5% of 

Momentous’ common stock, as Defendants had hidden their ownership interests through the use 

of asset managers such as Wintercap and nominee entities such as Travel Data Solutions and 

Success Zone.  Momentous filed this annual report with the Commission on or about December 

18, 2019.5  Investors were therefore unaware that the majority of shares available for trading 

belonged to Defendants, who were working together to generate demand for the stock and 

increase the stock price.   

50. Because Bahadoorsingh and Carnovale controlled a significant percentage of 

Momentous’ outstanding shares, its unrestricted shares, and its float; had the power to affect the 

price of Momentous shares as described above; and helped secure financing for the company, 

they had the power to control and influence, directly or indirectly, the management and policies 

                                                            
5 Momentous publicly filed its Form 10-K for the fiscal year ending May 31, 2019, with the Commission on or 
about December 18, 2019.  The company publicly filed its Form 10-K for the fiscal year ending May 31, 2020, with 
the Commission on or about February 26, 2021.  This later report also failed to disclose Defendants’ beneficial 
ownership stake in Momentous.   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 18 of 34



19 
 

of Momentous.  Defendants were therefore affiliates of Momentous at the time they directly or 

indirectly sold Momentous stock. 

51. At the time that Bahadoorsingh and Carnovale directly or indirectly sold 

Momentous stock, there was not a registration statement for those sales on file with the 

Commission or in effect as to those transactions, as required by Section 5 of the Securities Act.   

52. Bahadoorsingh and Carnovale knew, or were reckless in not knowing, that they 

were required to register their sales of Momentous stock with the Commission.  Their state of 

mind is demonstrated by, among other things, the actions they took to conceal their ownership of 

the Momentous shares they controlled, their pattern of behavior on similar stock deals, and their 

direction of the Momentous trades. 

53. The conduct of Bahadoorsingh and Carnovale set forth in Paragraphs 26 through 

52 (including fabricating documents, making material misrepresentations to brokers, hiding their 

beneficial ownership of large tranches Momentous shares, and simultaneously touting the 

company while dumping those shares into the market) constituted a scheme to defraud, and/or 

acts, practices, and courses of business that operated or would operate as a fraud or deceit upon 

other persons. Defendants engaged in this conduct and employed this fraud scheme in connection 

with the offer and sale of Momentous shares.    

Example 2:  Uneeqo 

54. Uneeqo was incorporated in Nevada in January 2012 and operated as a publicly 

traded company during the Relevant Period.6    

                                                            
6 The company was originally incorporated under the name Kore Resources, Inc.  On May 27, 2016, the company 
changed its name to Uneeqo, Inc. and its ticker symbol to “UNEQ.” 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 19 of 34



20 
 

55. In 2012, approximately 35 South Korean residents purportedly purchased a total 

of 5,000,000 shares of Uneeqo in a private placement for a total of $50,000.  Uneeqo filed a 

Form S-1 registration statement with the Commission that became effective (as amended) on or 

about June 19, 2013.  The stated purpose of the Form S-1 was to register the sale of these 

5,000,000 shares by the 35 South Korean residents (the “Uneeqo S-1 Shareholders”) to the 

public at $.02 per share.  The total number of these purportedly free-trading shares grew to 50 

million after the company effected a 10-for-1 share split in December 2013.   

Carnovale’s Acquisition of Uneeqo Shares  

56. Beginning in 2014 and continuing through 2016, Carnovale acquired at least 23 

million of the Uneeqo S-1 Shareholders’ 50 million shares.  All of the shares Carnovale acquired 

had been issued without restrictive legends.   

57. Carnovale split his 23 million shares among several nominee entities (the 

“Uneeqo Nominees”), in amounts at or below 5% of the total number of outstanding Uneeqo 

common shares.  He once again used the Sharp Group and Wintercap, described above, along 

with another purported asset manager based in Switzerland, Blacklight SA, to provide the 

nominee entities, disguise his connection to the nominee entities, and disguise the nominee 

entities’ connections to each other.7   

58. Shareholders seeking to disguise their ownership interests often seek to hold less 

than 5% of an issuer’s outstanding stock in any single nominee entity.  This is because brokers 

                                                            
7 The Commission charged Blacklight and its principals, Anthony Killarney and Kenneth Ciapala, on January 2, 
2020, with violating the 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 at least 45 publicly traded companies.  See SEC v. Bajic et al., 
No. 20-cv-00007 (S.D.N.Y. filed January 2, 2020).  See also SEC v. Ciapala et al., No 20-cv-00008 (S.D.N.Y filed 
January 2, 2020). 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 20 of 34



21 
 

conducting due diligence pursuant to Securities Act Section 4(a)(4) and Rule 144 thereunder 

typically inquire whether a would-be seller owns more than 5% of an issuer’s stock.   

59. Further, for companies like Uneeqo that trade on the “Pink Open Market,” OTC 

Markets Group distinguishes between issuers based on the quality of their financial disclosures.   

Specifically, OTC Markets Group designates the companies’ financial reporting as “current” (the 

highest quality designation), “limited,” or “no information.”  In order to be designated “current,” 

companies must disclose their shareholders who beneficially own more than 5% of the company 

stock.  Because of the manner in which Carnovale hid his ownership stake, Uneeqo did not 

disclose Carnovale as owning more than 5% of Uneeqo’s stock, but Uneeqo was still listed as 

“current” on the OTC Markets Group website from at least May 2016 through October 2016.  

This designation provided an indication of the quality and quantity of information disclosed to 

potential investors at precisely the time when Carnovale was paying stock promoters to generate 

demand for Uneeqo stock and was profiting from the sale of his undisclosed shares, as described 

below.   

60. Maintaining the appearance that each of his nominee entities held no more than 

5% of a company’s stock was intentional and was the same technique Carnovale used to disguise 

his ownership interest in other penny stocks he sold to the investing public during the Relevant 

Period.  For example, in encrypted messages from 2013 with a member of the Sharp Group 

concerning a different penny stock, Carnovale confirmed that he wanted his ownership stake 

broken up into various nominees with each holding less than 5% of the company’s shares.  In 

encrypted messages from 2015 concerning yet another penny stock, Carnovale asked personnel 

at Wintercap (at the time, known as Silverton SA):  “How many under 5% blocks can you take?”  

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 21 of 34



22 
 

Carnovale’s Campaign to Promote Uneeqo stock 

61. In the summer of 2016, Carnovale hired a stock promoter to tout Uneeqo stock to 

the public and thereby facilitate the dumping of his own Uneeqo shares.  In August 2016, 

Carnovale bragged in an encrypted message with an individual at Wintercap that the Uneeqo 

promotion “is mine.”  Carnovale paid the stock promoter approximately $175,000 for his 

services, funded directly by proceeds of his Uneeqo stock sales.  He made the payments through 

nominee entities to companies affiliated with the stock promoter.  The approximate dates and 

amounts of those payments are summarized in the chart below.  

 

62. Carnovale’s efforts to promote Uneeqo’s stock led to a significant increase in the 

price and trading volume of Uneeqo’s stock from late June through the end of September 2016, 

as shown in the chart below. 

DATE AMOUNT
6/21/2016 $16,500
7/5/2016 $5,000

7/27/2016 $16,500
8/15/2016 $14,625
8/23/2016 $32,500
8/31/2016 $55,000
9/22/2016 $35,000

TOTAL $175,125

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 22 of 34



23 
 

 

63. Between June 24, 2016, and September 30, 2016, during the promotional 

campaign that Carnovale funded, Carnovale sold approximately 1.7 million shares (net) of 

Uneeqo stock, netting approximately $509,000 in proceeds.  Carnovale sold these shares through 

several of the Uneeqo Nominees, disguising the fact that at or around the start of the promotional 

campaign, he beneficially owned at least 21% of Uneeqo’s outstanding shares, and at least 40% 

of all the Uneeqo shares deposited with brokers and available for trading (the “float”).  

Carnovale knew, or was reckless in not knowing, that the promoters he hired to tout Uneeqo 

would not disclose that he paid for the promotion, that he controlled a significant portion of the 

company’s stock and its float, or that he intended to sell his shares to investors whom the 

promoters persuaded to buy Uneeqo.   

64. Using the encrypted Threema messaging application, Carnovale communicated 

with personnel at Wintercap SA about his Uneeqo shares between at least August 3 and August 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 23 of 34



24 
 

16, 2016.  On August 12, 2016, Carnovale asked Wintercap personnel for “[a]ny recaps” of stock 

sales on Carnovale’s behalf.  Wintercap personnel asked him which stocks he was referring to, 

and Carnovale responded:  “BPSR, UNEQ and ARSN my deals :).”  Wintercap personnel 

informed him:  “You SOLD 115k UNEQ @ 0.2754.”  Carnovale responded:  “Have a bottle of 

wine on me tonight.”  He later added, “When I make my way back to Europe in couple months 

we have a dinner on me no limit.”  Carnovale continued to communicate via Threema about the 

status of his Uneeqo shares.   

65. Section 13(d) of the Exchange Act and the Commission’s rules promulgated 

thereunder require individuals acting alone or in a group to file reports with the Commission, 

which are available to investors, when those shareholders acquire more than 5% of the 

outstanding stock of a company registered under Section 12.  Uneeqo was a company registered 

under Section 12 of the Exchange Act from June 2013 through December 2017.   

66. Carnovale, acting in concert with others in the Sharp Group and at Wintercap SA 

and Blacklight SA, controlled the Uneeqo Nominees.  As a result, through the Uneeqo 

Nominees, Carnovale was the beneficial owner, alone or in a group with others, of more than 5% 

of Uneeqo’s publicly traded stock, and he was required to disclose that interest under Section 

13(d) of the Exchange Act.  Carnovale intentionally or recklessly failed to do so.  

67. Specifically, Carnovale was required to file a public disclosure report—a 

“Schedule 13D”—with the Commission pursuant to Section 13(d) of the Exchange Act and 

Rules 13d-1 and 13d-2 thereunder because he was the beneficial owner of greater than 5% of 

Uneeqo’s common stock.  Carnovale was further required to file a Schedule 13D Amendment 

whenever his ownership position (or the ownership position of any group of which he was a 

member) in Uneeqo materially changed.  Carnovale never filed a Schedule 13D, or a Schedule 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 24 of 34



25 
 

13D Amendment disclosing his beneficial ownership of more than 5% of Uneeqo’s stock or any 

material change in his beneficial ownership of the stock.   

68. At all times relevant to this Complaint, Carnovale knew about and understood, or 

recklessly disregarded, Section 13(d) of the Exchange Act, and his obligations under that statute 

and the rules promulgated thereunder to disclose his direct or indirect ownership of more than 

5% of Uneeqo’s outstanding shares, and to amend his disclosure based on any material change in 

his beneficial ownership of the stock. 

69. When Carnovale disguised his beneficial ownership of significant quantities of 

Uneeqo stock, facilitating his sale of that stock as described herein, Carnovale knowingly or 

recklessly engaged in a scheme to defraud Uneeqo investors.   

Fraudulent Representations Regarding Uneeqo Convertible Debt  

70. By late 2018, Bahadoorsingh became more actively involved in Carnovale’s fraud 

scheme.  On February 15, 2019, Bahadoorsingh sold to Firm A a $65,000 convertible note that 

Uneeqo had purportedly issued to his nominee company, Travel Data Solutions.  Bahadoorsingh, 

or Person 1 acting at his direction, provided Firm A with fabricated documentation purporting to 

show that, on September 8, 2016, Travel Data Solutions had wired Uneeqo $65,000 from Travel 

Data’s Bank of America account.  No such payment was ever made.  The document, which 

purported to come from Bank of America, was fabricated.  Between February 2019 and June 

2020, Firm A converted portions of the $65,000 note more than a dozen times, ultimately 

causing Uneeqo to issue more than 490 million shares to Firm A without restrictive legends.   

71. Every time that Firm A converted a portion of the $65,000 note, Firm A provided 

to Uneeqo’s transfer agent a package of supporting documents required by the transfer agent, 

including the note itself and the fabricated wire remittance record.   

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 25 of 34



26 
 

72. On February 22, 2019, Uneeqo issued another convertible note, this time directly 

to Firm A, in the amount of $60,000.  Uneeqo received no money from Firm A as a result of this 

transaction.  Instead, on March 1, 2019, Firm A wired $60,000 to the personal bank account of 

an associate of Bahadoorsingh.  IP address logs indicate that Bahadoorsingh then accessed his 

associate’s personal bank account and transferred substantially all the money to himself and 

other associates.   

Bahadoorsingh’s Involvement in the Management of Uneeqo 

73. Throughout 2019 and 2020, Bahadoorsingh exercised control over various aspects 

of the management of Uneeqo.  In December 2019, Person 1, acting at Bahadoorsingh’s 

direction, created an email account for the company that was listed publicly on the company’s 

profile page on the OTC Markets Group website.  Bahadoorsingh repeatedly accessed that 

company email account, as evidenced by IP address access logs showing that the same IP 

addresses were used to access the Uneeqo email account along with Bahadoorsingh’s personal 

email accounts and Bahadoorsingh’s personal bank account.  Bahadoorsingh (and Person 1 

acting at Bahadoorsingh’s direction) used the Uneeqo email account to conduct company 

business, including sending and receiving communications with a transfer agent regarding 

Uneeqo shares.  Bahadoorsingh signed some of these emails with the name of Uneeqo’s CEO.  

IP address data also indicates that Bahadoorsingh accessed Uneeqo’s OTC Market Group’s 

Disclosure and News Service, OTCIQ.  Companies use this service to distribute information to 

investors, brokers, and other market participants, as well as news media.   

74. Moreover, from at least January 2020 through July 2020, Bahadoorsingh and 

Person 1 discussed their involvement in the management of Uneeqo, including, among other 

things, control of the corporate email account, updating the Uneeqo website, preparing corporate 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 26 of 34



27 
 

documents, and submitting financial statements and accompanying reports to the OTC Market 

Group’s website.    

False and Misleading Statements in Public Reports  

75. Uneeqo’s financial statements and reports for the fiscal year ending June 30, 2019 

(uploaded to OTC Markets by Person 1 at Bahadoorsingh’s direction in January 2020) stated that 

in September 2016, Uneeqo “entered into a promissory note with Travel Data Solutions in the 

amount of $65,000,” and that the note “is currently in default.”  The financial statements and 

reports further described this note as having “Conversion Terms (e.g. pricing mechanism for 

determining conversion of instrument to shares)” of “8%.”  The conversion terms purported to 

describe to investors the potential effect of the convertible debt on the number of outstanding 

shares.   

76. These statements were false and/or materially misleading.  Among other 

deficiencies, they omitted to disclose that in February 2019, Travel Data Solutions (i.e., 

Bahadoorsingh) had sold this note to Firm A, as described above, and that Firm A had 

renegotiated the terms of the note for a much lower conversion rate—a fixed price of $.0001 per 

share, entitling Firm A to 776,794,500 shares based on the face value of the note with accrued 

interest.  This omission deprived investors of material information regarding the risk of 

significant dilution of their Uneeqo shares.  

77. Indeed, in March 2020, Bahadoorsingh and Person 1 discussed over WhatsApp 

their own inability to earn money from sales of their Uneeqo shares precisely because Firm A 

had diluted their position and depressed share prices by converting the note Firm A had 

purchased from Travel Data Solutions into millions of immediately tradable Uneeqo shares.  

Bahadoorsingh and Person 1 discussed inducing Uneeqo to effectuate a large reverse split to 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 27 of 34



28 
 

reduce the number of shares outstanding.  Person 1 speculated, however, that such a reverse split 

would simply cause Firm A to “issue a boat load” of shares again and negate the effect of any 

reverse split.  Bahadoorsingh assured Person 1, however that Bahadoorsingh, Carnovale, and the 

president of Firm A “agreed that after the split[,] the stock [w]as ours.”  About two weeks later, 

Bahadoorsingh assured Person 1 that Carnovale had communicated with Firm A and that “they 

will play ball after teh [sic] split.” 

78. Carnovale continued to communicate with Bahadoorsingh and Person 1 about 

Uneeqo, as well as Momentous, through at least April 2020.  For example, on April 24, 2020, 

Carnovale participated in a group chat with Bahadoorsingh and Person 1 on the encrypted 

messaging app Signal.  Carnovale asked about the progress of share deposits for Uneeqo (which 

Carnovale, Bahadoorsingh, and Person 1 referred to as “UN”), Momentous (which they referred 

to as “MM”), and another security.  After Bahadoorsingh provided an update on the conversion 

and issuance of Uneeqo shares, Carnovale asked, “What about website, OTCmarkets [sic] update 

for UN?  Can you email me a current [shareholder] list pls”?  Bahadoorsingh reported back the 

website would be “live Monday,” and that he would provide a shareholder list “when I issue the 

20mm [share] control block.”   

79. On October 22, 2020, the Commission suspended trading in Uneeqo stock for a 

period of ten business days due to concerns about:  “(1) the accuracy of disclosures regarding 

certain promissory notes; (2) the accuracy of the Company’s annual financials for the year ended 

June 30, 2020 and made public on October 14, 2020, including the number of shares available to 

trade; and (3) unusual trading activity in or around October 2020 affecting the market for 

Uneeqo’s securities.”  Shortly after the Commission suspended trading, OTC Markets Group 

discontinued the display of quotations for Uneeqo. 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 28 of 34



29 
 

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

(Violations of Sections 17(a)(1) and (3) of the Securities Act by  
Carnovale and Bahadoorsingh) 

 
80. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

81. During the Relevant Period, the stock of Momentous and Uneeqo was each a 

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

82. By reason of the conduct described above, defendants Carnovale and 

Bahadoorsingh, 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 

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.   

83. By reason of the conduct described above, defendants Carnovale and 

Bahadoorsingh violated Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1) 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 10(b) of the Exchange Act and Rules 10b-5(a) and (c)  
thereunder by Carnovale and Bahadoorsingh) 

 
84. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

85. During the Relevant Period, the stock of Momentous and Uneeqo was each a 

security under Section 3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].  

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 29 of 34



30 
 

86. By reason of the conduct described above, defendants Carnovale and 

Bahadoorsingh, 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, (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. 

87. By reason of the conduct described above, defendants Carnovale and 

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

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

 
THIRD CLAIM FOR RELIEF 

OBTAINING MONEY OR PROPERTY BY MISREPRESENTATIONS IN 
CONNECTION WITH THE OFFER OR SALE OF SECURITIES 

(Violation of Section 17(a)(2) of the Securities Act by Bahadoorsingh) 
 

88. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

89. During the Relevant Period, the stock of Uneeqo was a security under Section 

3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].  

90. By reason of the conduct described above, defendant Bahadoorsingh, in 

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

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

requisite degree of knowledge, state of mind or negligence, obtained money or property by 

means of untrue statements of  material facts or omissions to state material facts necessary in 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 30 of 34



31 
 

order to make the statements made, in light of the circumstances under which they were made, 

not misleading. 

91. By reason of the conduct described above, the defendant violated Securities Act 

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

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

(Violations of Section 10(b) of the Exchange Act and  
Rule 10b-5(b) thereunder by Bahadoorsingh) 

 
92. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

93. During the Relevant Period, the stock of Uneeqo was a security under Section 

3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].  

94. By reason of the conduct described above, defendant Bahadoorsingh, 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 light of 

the circumstances under which they were made not misleading. 

95. By reason of the conduct described above, Bahadoorsingh violated Exchange Act 

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

FIFTH CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

(Violations of Sections 5(a) and 5(c) of the Securities Act by Carnovale and Bahadoorsingh) 
 

96. Paragraphs 1 through 79 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 31 of 34



32 
 

97. During the Relevant Period, the stock of Momentous was a security under Section 

2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. 

98. By reason of the conduct described above, defendants Carnovale and 

Bahadoorsingh, 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 as to which no 

registration statement has been filed and for which no exemption from registration has been 

available. 

99. As a result, defendants Carnovale and Bahadoorsingh violated Sections 5(a) and 

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

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Enter a permanent injunction restraining defendants Carnovale and 

Bahadoorsingh, their 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, from violating Sections 5(a) and (c), and 17(a)(1) and (3) of the Securities Act [15 

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

§§78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a) and (c)]. 

B. Enter a permanent injunction restraining defendant Bahadoorsingh, his agents, 

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

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 32 of 34



33 
 

who receive actual notice of the injunction by personal service or otherwise, from violating 

Section 17(a)(2) of the Securities Act [15 U.S.C. §§77e(a), (c); 77q(a)(1) and (3)], and Section 

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

§240.10b-5(b)]. 

C. Order Defendants to disgorge, with prejudgment interest, all ill-gotten gains 

obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Section 

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

D. Order Defendants to pay civil monetary penalties pursuant to Section 20(d) of the 

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

§ 78u(d)(3)];  

E. Enter an order barring Defendants Carnovale and Bahadoorsingh 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 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]; 

F. Enter an order barring Defendants 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 

Defendants from purchasing or selling securities listed on a national securities exchange for their 

own personal accounts; 

G. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

H. Grant such other and further relief as this Court may deem just and proper. 

  

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 33 of 34



34 
 

JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

 

DATED this 2nd day of December, 2021. 

 

      Respectfully submitted, 

/s/ David J. D’Addio 
David J. D’Addio (Mass. Bar No. 665790) 
Eric A. Forni (Mass Bar No. 669685) 
Amy Gwiazda (Mass Bar No. 663494) 

      Dahlia Rin (Mass. Bar No. 674137) 
 
      SECURITIES AND EXCHANGE COMMISSION 

Boston Regional Office 
33 Arch St., 24th Floor  
Boston, MA 02110 
Phone: (617) 573-4526 (D’Addio direct)  
(617) 573-8827 (Forni direct) 
Fax: (617) 573-4590 (fax) 
[email protected] (D’Addio email) 
[email protected] (Forni email) 

  

Case 1:21-cv-11938   Document 1   Filed 12/02/21   Page 34 of 34