SEC v. BAJIC, No. 1:21-cv-11272, Southern District of New York (Aug. 9, 2021)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

SECURITIES AND EXCHANGE
COMMISSION,
    Plaintiff,
 v.

LUIS JIMENEZ CARRILLO, AMAR
BAHADOORSINGH, JUSTIN ROGER
WALL, and  JAMIE SAMUEL WILSON,
    De fe ndants,

and

HAYDEE YOLANDA SANCHEZ DIAZ
M ONGE, MARTHA Y. JIMENEZ
TRUST, and CHARLES A. CARRILLO
TRUST,

                                        Relief Defendants.

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

JURY TRIAL DEMANDED

COMPLAINT
 P laintiff,  Securities  and  Exchange  Commission  (the  “Commission”),  alleges  the
following   against   the defendants and relief defendants:
SUMMARY
1. This is a securities fraud enforcement action.    Defendant Luis   Jimenez C a r r illo
(“Carrillo”) engaged in multiple   deceptive schemes to s e ll publicly  traded stock to investors.
From at least 2013 through at least May 2019 (the “Relevant  Pe r iod”), C a r r illo  defrauded
investors  by  concealing  the fact that he,  in  concert  with  others,  controlle d  the securities of
numerous publicly  traded companies—inc lu d in g   the   s e c ur itie s   of   Aureus, Inc. (“Aureus”),
Garmatex  Holdings,   Ltd.  (“Garmatex”),  and OneLife Technologies  Corp.  (“OneLife”).

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Defendants Amar Bahadoorsingh  (“Bahadoorsingh”),  Justin  Roger  Wall  (“Wall”)  and  Jamie
Sa mue l  Wils on  ( “Wils on” )   were Carrillo’s  partners in  his scheme relating  at least to Aureus.
2. Carrillo’s   control  of  the  securities  of  numerous  publicly  traded companies  was the
linchpin  of the fraudulent  schemes.  It enabled  him  secretly to s e ll  millio ns    of   s ha r e s   of   those
companies’  securities:  (a) without  registering the offers or s a les of  stock  with the Commission;
(b) without  disclosing  accurate information   about his  control  over  the  companies;  and (c) without
complying  with limitat ions  on the sale of stock by company “a f f ilia te s”  like   hims e lf.    C a r r illo
also frequently  sought  to increase demand  for the stock he and his associates were selling  by
organizing  and funding  various  promotional campaigns.  His schemes usually  followed  a similar
pattern from company  to company.    Over  the  Relevant  P eriod,  Carrillo,   working  in  coordination
with others,  generated trading  proceeds of more than $75  million  from fraudulently  selling the
securities  of  more  than  30  issuers.
3. Bahadoorsingh  partnered with Carrillo  at least relating  to the Aureus scheme.  He
coordinated  with  Carrillo  to  sell  Aureus  securities  without  making  required  disclosures  or
complying  with the limitat ions  on sales of stock by company  affiliates.    Wa ll   a nd  Wils on   a ls o
played  critical  roles  in  the  Aureus  scheme.    They  worked  with  Carrillo and Bahadoorsingh  to
control  Aureus’  securities,  and  coordinated  with  Carrillo  and  Bahadoorsingh  secretly  to  take
ownership  of Aureus securities without  making required  disclosures  and  to  deposit  those  shares
for sale in  brokerage accounts using  false documentation.    As a result  of defendants’ scheme,
what appeared to be ordinary  trading  by  unaffiliated   investors  was actually  a massive  dump  of
shares orchestrated by C a r r illo,  Bahadoorsingh,  Wa ll  a nd  Wils on,  who were seeking  to  profit  at
the expense of defrauded investors.    Bahadoorsingh  earned  substantial  profits  from  participating
in  the  Aureus  scheme, and shared those profits  with Carrillo.

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4. 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.    Investors in  certain public  companies  (including  Aureus and OneLife)  are
required  to disclose publicly any  ownership  interest  in  excess  of  5%  of the company’s  stock.  All
of the defendants were thus required  to  disclose  their  direct or indirect  control  over more than
5% of the stock of Aureus,  and Carrillo  was also required  to disclose  his direct or indirect  control
over more than 5% of the stock of OneLife  and  certain other  public   companies.
5. Defendants engaged  in  schemes to make it appear that the  shares they actually
controlled were owned by  multiple    una f f ilia te d   e ntitie s  when,  in  reality,   those entities  were
holding  the stock as nominees  for the  group  of  defendants  acting  in  concert.     C a r r illo,  acting  in
concert with others  (including   Bahadoorsingh,   Wa ll  a nd  Wils on  on  at least Aureus),   typic a lly
controlled  virtually  all  of the stock available  for trading (the “float”) for each company in  his
schemes.
6. C a r r illo  also  arranged  to transfer the stock he controlled to  at least  two offshore
asset managers to  conceal further  his  control  over  the  shares.    The  two  managers, Wintercap SA
(“Wintercap”)  and Blacklight  SA (“Blacklight”) ,  were both  Swiss companies  whose business
focused on fraudulently   concealing   their  clients’  control  over  large  blocks  of  stock  that  they  were
dumping  into  the public  markets.  Their  business  models  extended  beyond  the  defendants  here.
Wintercap and Blacklight  have been charged in  two separate cases for their  fraudulent  operation
of   illic it   tr a ding  pla tf or ms   f or   the ir   c lie nts .     See SEC v. Knox, No. 18-cv-12058  (D. Mass., filed
Oct. 2,  2018)  (charging  Wintercap,  its  operator  and others); SEC v. Bajic, et al., No. 20-cv-0007
(S.D.N.Y.,  filed   Jan.  2,  2020)  (charging  Blacklight,   its  operators  and some of  its associates).

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7. Wintercap  and B la c klight  deposited Carrillo’s  stock in  accounts at foreign  and
United  States brokerage  firms,  in blocks  of shares constituting  less than 5% of each company’s
outstanding  shares.   Through  the brokerage firms,  Wintercap and Blacklight then sold millions
of dollars  of shares of Carrillo’s  stock to unsuspecting investors.    Frequently,  these sales took
place at the same time as promotiona l  campaigns  that encouraged investors  to purchase those
shares.
8. As a result of the conduct alleged  herein, C a r r illo  violated,  and unless restrained
and  enjoined  will  continue  to  violate,  Sections  5(a), 5(c), 17(a)(1) and (3) of  the Securities  Act of
1933  (“Securities  Act”) [15  U.S.C. §§77e(a), (c), 77q(a)(1),  (3)], Sections  10(b) and  13(d)  of the
Securities Exchange Act of 1934  (“Exchange  Act”) [15  U.S.C. §§78j(b),  78m(d)]  and Rules  10b-
5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a),  (c)].
9. As a result of his  conduct  alleged  herein relating  at least to Aureus,
Bahadoorsingh   violated,   and  unless  restrained  and  enjoined   will   continue  to  violate,  Sections
5(a),  5(c),  17(a)(1)  and  (3) of the Securities  Act [15 U.S.C. §§77e(a), (c), 77q(a)(1),  (3)],
Sections  10(b) and 13(d) of the Exchange  Act  [15  U.S.C.  §§78j(b),  78m(d)]  and Rules  10b-5(a)
and (c) thereunder [17 C.F.R. §240.10b-5(a),  (c)].
10. As a result of their conduct  alleged  herein relating  at least to Aureus, Wa ll  a nd
Wils on  violated,  and unless  restrained and enjoined  will  continue  to violate, Sections  17(a)(1),
(2) and (3) of the Securities  Act [15 U.S.C. §§77q(a)(1)-(3)],  Sections  10(b) and 13(d) of the
Exchange  Act  [15  U.S.C.  §§78j(b),  78m(d)]  and  Rules  10b-5(a),  (b) and (c) thereunder [17
C.F.R. §240.10b-5(a)-(c)].
11. The Commission  seeks a permanent  injunction   against   the defendants,  enjoining
them  from engaging  in  transactions,  acts, practices, and courses of business of the type a lle ge d  in

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this  Complaint ,  disgorgement  of  all  ill-gotten   gains  from  the  unlawful   conduct  set  forth  in  this
Complaint  pursuant  to  Section  21(d)(7)  of  the  Exchange  Act  [15  U.S.C. §78u(d)(7)],  together
with  prejudgment   interest,  civil   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)],   an order
barring defendants  Bahadoorsingh,   Wa ll   a nd  Wils on  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)],  and such other relief as the Court may deem appropriate.
12. The  Commission   also  seeks  relief  against  Haydee  Yolanda  Sanchez Diaz Monge
(“Monge”),  the Martha Y. Jimenez  Trust and the Charles A. Carrillo  Trust (c olle c tive ly ,  the
“Trusts,”  and  together,  the “Relief Defendants”), who  all  received proceeds of the defendants’
unlawful  acts, practices and schemes and should  not be entitled  to retain those illegally-der ived
proceeds.
JURISDICTION AND VENUE
13. 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].
14. 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  D is tr ic t  of
Massachusetts, and were effected, directly  or indirectly,   by  making  use of  means or
instrumentalit ies  of transportation  or communication  in  interstate commerce, or the mails.    For
example, c e r ta in  individ ua ls   who r e s ide in  Massachusetts purchased the stock of Aureus during
the time  period   that  it  was  being  promoted  by  a  boiler   room  hired  by  Carrillo.

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DEFENDANTS
15. Luis   Jimenez C a r r illo  (“C a r r illo”),  age  47,  is   a   citizen  and  resident  of  Mexico.   He
was formerly a U.S. citizen  and was formerly  licensed to practice law in California  and New
Jersey.  Carrillo  remains licensed  to practice law in  New York.  Carrillo  was charged by the
Commission   in  2013  for  his  role  as  a  securities  attorney  in  facilitating  a pump  and dump  scheme
involving  penny  stocks.  A judgment  in  that case was entered against  Carrillo  after his  default.
See SEC v. Carrillo Huettel LLP, et al., Civil  Action No. 13-cv-1735  (S.D.N.Y.).
16. Amar Bahadoorsingh,  age 50, is a resident  of Vancouver,  British   Columbia,
Canada, and a dual  citizen  of the United Kingdom  and Canada.
17. Justin  Roger Wall  (“Wall”),  age 35, is a citizen  and resident  of the United
Kingdom.
18. Jamie Samuel Wilson  (“Wilson”),  age 41,  is  a citizen  and resident  of  the  United
Kingdom.
RELIEF DEFENDANTS
19. Haydee Yolanda  Sanchez  Diaz  Monge  (“Monge”),  age  43,  is a resident of Chula
Vista,  C a lif or nia .
20. The Martha Y. Jimenez  Trust is a trust in  the name of defendant Carrillo’s  mother
that is   the   co-owner of record of the house  located  at 2908  Gate  Five  P l.,  Chula  Vista,  California
(the “California  House”).
21. The Charles A. Carrillo  Trust is a trust in  the name of another relative  of
defendant  Carrillo   that  is  the  other  co-owner of record of the California  House.
RELATED ENTITIES
22. Aureus Inc. (“Aureus”)  was  formerly  a  gold  exploration   and  mining   company  and

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is now a food brand development  company.   Aureus (Ticker:  ARSN) trades on OTC Link
(previously,  the “P ink  Sheets”), operated by OTC Markets Group,  Inc.  Aureus was incorporated
in Nevada in 2013  and  is  currently  headquartered  in  Atlanta,  Georgia.
23. Garmatex Holdings  Ltd. (“Garmatex”) was originally  incorporated  in  Nevada in
2014  as Oaxaca Resources Corp.   In  2016,  Oaxaca changed its name to Garmatex,  changed its
business  to developing  and supplying engineered  fabric  technology,   and  changed  its  headquarters
to British  Columbia,  Canada.  During  2016  and  2017,  Garmatex (Ticker: GRMX)  traded  on OTC
Link.   After the events at issue in  this Complaint,  Garmatex changed its name to Evolution
Blockchain Group,  Inc. (“Evolution”).    After the Commission  suspended  trading  in Evolution’s
stock in  2018,  OTC Markets Group,  Inc. discontinued  the display  of quotations  for Evolution,
though  it  may continue  to be traded on the Grey Market.
24. OneLife  Technologies  Corp.  (“OneLife”) is a medical and health software
technology  company.    After  the  Commission   suspended  trading  in  OneLife  securities  in  October
2018,  OTC  Markets  Group,  Inc. discontinued  the display  of quotations  for OneLife (Ticker:
OLMM) though  it may continue  to be traded on the Grey Market.  OneLife was incorporated
under the name Oculus Inc. in  Nevada  in  2014  and  is  currently  headquartered  in  Rolling
Me a dow s ,  I llinois .
BACKGROUND
25. P ersons who  control  companies that have stock that is sold  to the public  are
subject  to  a  variety  of  legal  and  regulatory  requirements.  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.

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26. 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
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
s e ll.   Also,  investors  in  certain  public  companies  are  required  publicly   to  disclose  any  ownership
interest in excess of 5% of the company’s publicly  traded stock.
27.  “Restricted stock” is   stock of a publicly  traded company  (a ls o  known  as 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).  A registration  statement
contains  important  information  about  an  issuer’s  business  operations,  financial  condition,   results
of operation,  risk  factors, and management.  It also includes  dis c losure  about  any  person  or  group
who is the beneficial  owner of more than 5% of the company’s  securities.
28. An “affiliate”  of 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 management  and policies  of
the company  in question.   Affiliates   include   officers,  directors  and  controlling   shareholders,  as
w e ll  a s any person who is “under  common  control”  w ith,  or has common  control  of, an issuer.
Absent registration of the stock, a f f ilia te s   are only  permitted  to sell  a small  percentage of their
stock  according  to  SEC  Rule  144  [17  C.F.R.  §230.144].    As used herein,  the term “control

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group” means a group  that collectively  is an “affiliate”  of an issuer.
29. “Unrestricted stock” is  stock that ma y  le ga lly  be offered and s old  in  the  public
marketplace by a non-a f f ilia te ,  ordinarily  having  previously  been subject  to a registration
statement f ile d  w ith  the   C ommis s ion.   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 public ly-traded  or otherwise unrestricted shares in  the company  s/he
controls,  those shares automatically  become subject  to  the  legal  restrictions  on  sales  by  an
affiliate,  which  strictly  limit  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.
30. A “transfer agent” is a company  which,  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 individua ls  and entities  that own
their  stocks.  Transfer agents routinely  keep track of whether shares are restricted from resale.
31. 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).    P ublic  companies  that
do  not  have  an  obligation   to  file  reports  with  the  Commission   may,  nonetheless,  choose to file
public  reports (such as quarterly  and annual  statements) on the OTC Markets website for
investors  to review and consider  when making  investment  decisions.

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32. 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.
33. “P enny  Stock,”  as used  herein,  generally refers to  a security  issued  by  a  very
small  company  that trades at less than $5 per share.
THE FRAUDULENT SCHEMES TO CONCEAL STOCK OWNERSHIP
Example  1: Aure us
34. Aureus was  incorporated   in  Nevada  in  April   2013 and operated as a publicly
traded company  at times  during  the Relevant P eriod.
35. In or about  October 2014,  approximately  34 Korean nationals  purported  to
purchase 2,430,000  shares of Aureus for a total of $24,300  (the “Aureus S-1  Shareholders”).
36. On or about March 12,  2015,  Aureus registered its securities  pursuant to Section
12 of the Exchange Act.  That registration  was in  effect through  March 2017.
37. On  or  about  November  25,  2015,  Aureus  effected  a  15-for-1  forward split  of its
common  stock,  which  increased  the  total  amount  of  shares  issued  to  the  Aureus S-1 Shareholders
from  2,430,000 to 36,450,000.
38. In August 2016, the transfer agent for Aureus recorded the transfer of three blocks
of Aureus shares from groups  of Aureus S-1 Shareholders  to nominees  that Carrillo had  the
a bility   to  dir e c t.     Fir s t,  C a r r illo  directly  or indirectly  acquired  a block of 2,625,000   shares of
Aureus from two Aureus S-1  Shareholders.    Second,  Carrillo   directly  or  indirectly   acquired  a
block  of 5,250,000   shares of  Aureus from  a shareholder  (who had acquired those shares from
four  additional   Aureus  S-1 shareholders).  Thir d,   he  directly  or  indirectly   acquired  a block  of

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3,150,000  shares of Aureus from three additional Aureus S-1 Shareholders.    These three blocks
of  Aureus  stock  were  held  by  three  different  offshore  nominee  entities  whos e   a c tivitie s    C a r r illo
had the a bility  to direct.    For two of these blocks  of shares, Carrillo  engaged in  additional
attempts to obscure his  ownership  by transferring the shares from one offshore nominee  he
controlled  to a second offshore nominee  he controlle d.
39. The  nominee  entity  through   which  Carrillo   held  the  block  of  5,250,000   Aureus
shares was named Murray  Capital  Corp.  Murray Capital  was created by  Wintercap  personnel  at
the request of Carrillo,  who asked Wintercap to create several nominee  entities  for  Carrillo’s  use
to hold  and dispose  of his shares of publicly  traded penny  stocks.
40. At about the same time, Carrillo’s  partners,  including Bahadoorsingh,   Wa ll  a nd
Wils on,  a ls o  facilitated  the  transfer of Aureus stock into  the names of nominee  entities  they
controlled.
41. On  or  about  August  3,  2016,  Aureus’ transfer agent recorded the transfer of
3,600,000  shares of Aureus to a  Hong  Kong  entity  controlled   by  Bahadoorsingh   from  three
Aureus S-1  Shareholders.    The Share Transfer Agreements that purport  to document these three
sales are falsified  documents.  Each of the three Share Transfer Agreements purports to sell to
Bahadoorsingh’s  entity  more Aureus shares than each of the selling  Aureus S-1  Shareholders
owned  at the time .    The three Agreements (dated in May 2015)  reflect that each of the Aureus S-
1 Shareholders  is selling  to Bahadoorsingh’s  entity  the number of shares it had only afte r  the
November 2015  stock split  that increased their  shares by a factor of 15.  Moreover,  documents
that purport  to demonstrate that Bahadoorsingh’s  entity  paid  the selling  Aureus S-1 Shareholders
for these shares in May 2015 show a purchase price based on the increased number  of shares that
the Aureus S-1  Shareholders  first  owned  in  November  2015.

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42. The purported  acquisitions  of Aureus shares by Wall’s  and Wilson’s  entities  are
based  on  similar  falsified  documents.
43. On or about April 11, 2016, Aureus’ transfer agent recorded the transfer of
2,625,000  shares of Aureus to a United  Kingdom  entity  controlled   by  Wa ll from three Aureus S-
1 Shareholders.    Each of the three Share Transfer Agreements purports  to sell  to Wall’s  entity
more Aureus shares than each of the selling  Aureus S-1 Shareholders  owned at the time.  The
three Agreements (dated in  April  and May 2015),  which  were  each  signed  by  Wall,  reflect that
each of the Aureus S-1  Shareholders  is  selling   to  Wall’s  entity  the  number  of  shares  it  had  only
afte r  the November 2015 stock split  that increased their shares by a factor of 15.  Moreover,
documents  that purport  to demonstrate that Wall’s entity  paid  the selling  Aureus S-1
Shareholders  for these shares in  April  or May 2015  show a purchase price based on the increased
number  of shares that the Aureus S-1  Shareholders  first  owned  in  November  2015.    In  addition,
the bank account from which  the wire remittance purporting  to show Wall’s  entity  paying  the
Aureus S-1 Shareholders  for their shares was not even opened  until  about a year after the date of
the purported  wire payment.
44. On or about July 28, 2016, Aureus’ transfer agent recorded the acquisition  of a
block  of 3,750,000  Aureus shares from  four  Aureus  S-1  Shareholders  by a different  United
Kingdom  entity  (sharing  the same address a s  Wa ll’ s   e ntity)  which  was controlled  by  Wils on.
Each  of  the  four  Share  Transfer  Agreements  purports  to  sell  to  Wilson’s   entity  more  Aureus
shares than each of the selling  Aureus S-1  Shareholders  owned  at  the  time.    The  four  Agreements
(dated between April  and June 2015),  which were each signed  by Wilson,  reflect that each of the
Aureus S-1  Shareholders  is  selling   to  Wilson’s   entity  the  number  of  shares  it  had  only afte r  the
November 2015  stock split  that increased their  shares by a factor of 15.  Moreover,  documents

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that purport  to demonstrate that Wilson’s  entity  paid the selling  Aureus S-1  Shareholders  for
these shares in April  through  June 2015  show a purchase price based on the increased number of
shares that the Aureus S-1  Shareholders  first  owned  in  November  2015.
45. On or about July  28,  2016, Aureus’ transfer agent also recorded the acquisition  of
another  block  of 4,275,000   Aureus shares from  a group  of four additional  Aureus S-1
Shareholders  by  a second United  Kingdom   entity controlled   by  Wilson (which  also  shared the
same address as both Wall’s  entity  and Wilson’s  first entity).
46. I n  tota l,   C a r r illo,   Bahadoorsingh,   Wa ll   a nd  Wils on,  directly  or indirectly,  acquired
25,275,000  shares of  Aureus  by August  2016 using  seven foreign  nominee  entities  (the  “Aureus
Nominees”).  Aureus had approximately  126,450,000  shares outstanding  at that time  (5% of
which  was approximately   6,322,500   shares).  Thus,  Carrillo,  Bahadoorsingh,  Wall  and  Wils on
collectively   owned about 20% of Aureus’ outstanding  shares, and about 81% of its float.
47. Section  13(d) of the Exchange Act and the Commission’s  rules promulgated
thereunder  require  individua ls   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.   Aureus was a company  registered
under  Section  12.
48. Carrillo  formerly  operated as a lawyer specializing  in the United  States  federal
securities laws.  Carrillo  knew about and understood,  or recklessly  disregarded,   Section  13(d)  of
the Exchange Act, and his  obligations  under that statute to disclose his   direct or indirect
ownership,  as part of  a group,  of more than 5% of Aureus’s outstanding  shares.
49. C a r r illo,  Bahadoorsingh,   Wa ll  a nd  Wils on  used the Aureus Nominees to create
the false appearance that none of the Aureus Nominees had to disclose  their  beneficial  ownership

14

interest  pursuant  to  Section  13(d)  of  the  Exchange  Act because, on paper, each of the Aureus
Nominees  held less than 5% of Aureus’s stock.  I n  a c tua lity,   C a r r illo,  Bahadoorsingh,   Wa ll  a nd
Wils on,  acting in  concert, controlled  the Aureus Nominees.  As a result,  through  the Aureus
Nominees, C a r r illo  and his partners,  including   Bahadoorsingh,   Wa ll   a nd  Wils on,  were the
beneficial owners, in a group,  of more than 5% of Aureus’s publicly  traded stock and were
required  to disclose  that interest.  C a r r illo,  Bahadoorsingh,   Wa ll  a nd  Wils on  f a ile d   to  dis c los e
the ir  beneficial  ownership  status as required by Section  13(d) of the Exchange Act.
50. In addition  to coordinated  actions relating  to Aureus, Carrillo  and Bahadoorsingh
worked  together  on  multiple   deals  with  a  similar   structure  in  that they and their partners together
controlle d  5% or more of a company’s shares, but  worked  through  nominee  entities  to  conceal
their  ownership  interest  and  sell  those  shares  through  brokerage  accounts that  obscured  their
ide ntitie s .     Bahadoorsingh,   Wall  and  Wilson   also  worked  together  on  multiple   deals  with  a
similar   structure  in  that  they,  and others,  together  controlle d  5% or more of a company’s shares,
but worked  through  nominee  entities  to  conceal  their  ownership  interest  and  sell  those  shares
through  brokerage  accounts that obscured their  identities.    Bahadoorsingh   sometimes  interacted
w ith  the  operators  of  Wintercap  to  shepherd  payments  from  Wintercap  to  Wall  and  Wilson.
51. Between approximately July  28 and August 17,  2016,   Carrillo, Bahadoorsingh,
Wa ll and Wils on,  directly  or  indirectly   and  operating  through  the  Aureus  Nominees,  orchestrated
the transfer of the Aureus shares they controlled  through  the Aureus Nominees  into  brokerage
accounts where they could  be traded.  Carrillo,  directly  or indirectly,  transferred the blocks  held
by  three  of  the  seven Aureus Nominees  (including  Murray Capital’s  block)  to Wintercap.   These
three blocks were immediately  deposited  into Wintercap  brokerage  accounts at foreign Brokers
B, F and G.  Three of the remaining  Aureus Nominees  -  controlled  by Bahadoorsingh,   Wa ll,  and

15

one of the entities  controlled  by Wils on  -  deposited  their  blocks  of  Aureus  stock  with  a  U.S.
broker  (“Broker  E”).
52. Wall  and Wilson  made false statements to Broker E in  connection  with  their
deposits  of Aureus shares.  Bahadoorsingh’s  entity,  as directed by Bahadoorsingh,  made similar
f a ls e statements to Broker E.  Specifically, each of Wall,  Wilson  and Bahadoorsingh’s  entity
represented  that  it  was  not  an  affiliate  of  Aureus,  and  that  it  has  not  and  would   not  act  in  concert
with  any  other  person  in  connection  with  their  acquisition   and  sale of Aureus stock.  Each also
misrepresented  that they were unaware of any planned  promotions  when they knew, or were
reckless  in  not  knowing,  that  the  group  of  Carrillo,   Bahadoorsingh,   Wall  and  Wilson   would  act
in concert to sell their shares while Carrillo  arranged for Aureus stock promotions.
53. In addition,  one of the share transfer agreements that Wilson  submitted  to Broker
E as justification  for why Broker E should  accept the deposit  of his entity’s  Aureus shares
purported  to document  an Aureus share transfer  that  did  not  occur.    Wilson   submitted   a  sham
share transfer agreement that purported  to be between his entity  and an Aureus S-1  Shareholder
that  did  not  transfer  his  shares  and  remains  a  shareholder  today.
54. C a r r illo  and  Bahadoorsingh,   acting  in  concert with  at least each other,  began
directing  sales of their   Aureus stock in furtherance of the scheme.
55. Wintercap sold approximately  4.7 million  shares of Aureus for proceeds of
approximately   $3.0  million   in  August  2016 through  Brokers B, F and G.    Broker  E  also  sold
approximately  3.4  million   shares of Aureus for the Aureus Nominee  controlled  by
Bahadoorsingh for proceeds of approximately  $2.2 million  during  the same period.  C a r r illo  and
Bahadoorsingh,   working   in  concert  and  with  others,  directed  the sales of these Aureus shares.

16

56. Carrillo   and  Wintercap  personnel  communicated   via  an  encrypted  messaging
application   called  Threema.    Using  Threema,  Carrillo   instructed  Wintercap’s  operators  to  make
particular  trades of Aureus (whose ticker symbol  was ARSN).    For  example,  on  August  5,  2016,
Carrillo  told  Wintercap’s  operator to “Sell  500k  arsn at .50.”  Soon  thereafter, Wintercap’s
operator  informed  Carrillo   that  there  is  “ARSN  big  bid  900k  @  .495.”    Carrillo   responded  “Sell
another  1m  [ millio n]  arsn at .493.”  At the end of the day, after Wintercap had sold
approximately  2.1 million  shares of Aureus through  Murray Capital,  as well as several other
securities as directed by Carrillo,  Carrillo  wrote to Wintercap’s operator “this  is what u call
c lic king   on  a ll  [expletive]  cylinders.”
57. It appears that  the Aureus Nominees  controlled  by  Wa ll  a nd  Wilson   did  not  have
an opportunity  to sell the ir  Aureus shares before the market price of Aureus stock declined
rapidly  after weeks of sales directed by Carrillo  and Bahadoorsingh.
58. At or about the same time that C a r r illo  and Bahadoorsingh dir  ected the sales of
Aureus stock, Carrillo  orchestrated a promotional  campaign  to promote Aureus stock to investors
by  agreeing to pay the operator of a boiler  room based  in  Medellin,   Colombia   to  call  potential
investors.   Boiler  rooms are call centers that typically  use high-pressure  sales tactics to
encourage investors  to buy securities,  usually  penny  stocks  like  Aureus.  Carrillo  knew that the
boiler   room  he  hired  would  call  investors  and  encourage  them  to  buy  Aureus  stocks  without
revealing  that they were being  paid  by the person who owned most of the Aureus stock available
for sale or that they stood  to profit  handsomely  from the investors’  purchases.  Carrillo’s  efforts
to promote Aureus stock led to a significant  increase in  the price and volume  of Aureus’s stock
in  August  2016,  a s  illus tr a te d  be low :

17

59. C a r r illo,  Bahadoorsingh,   Wa ll  a nd  Wils on,  by virtue  of the ir   control  over a
significant  percentage of Aureus’s outstanding  shares and its  float,  were a f f ilia tes  of  Aureus.
60. At the time that C a r r illo  and Bahadoorsingh directly  or  indirectly   sold  Aureus
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.  Carrillo  and
Bahadoorsingh  also failed  to comply  with the sale limitations  of  SEC  Rule  144 when directly  or
indirectly  selling  Aureus  stock.
61. C a r r illo  and  Bahadoorsingh knew,  or  were reckless  in  not  knowing,   that  they we re
required  to register the ir  s a les of Aureus stock  with  the Commission  or otherwise comply  with
the conditions  of SEC Rule 144.   C a r r illo,  Bahadoorsingh,   Wa ll   a nd  Wils on  also  knew,  or  were
reckless  in  not  knowing,  that  their  actions  in  concealing  their  ownership   of  Aureus  by  dividing

18

that stock  into  tranches of less  than  5%  and  distributing   it  to  nominee   entities  would  serve  to
conceal  their  ownership  of  that  stock,  which  they  and  their  partners were required  to  disclose.
When  they failed  to do so, C a r r illo,  Bahadoorsingh,   Wa ll  a nd  Wils on  knowingly  or recklessly
schemed to defraud Aureus investors  by  concealing   information   about  who  was  behind   the
s ignif ic a nt  s a le s   the group generated.  Their  state of mind  is demonstrated  by the actions they
took to conceal the ownership  of the Aureus shares they controlled.   Carr illo’ s   a nd
Bahadoorsingh’s  state of mind  is also demonstrated by their  pattern of behavior  on similar  deals,
and their  direction  of the Aureus trades.
62. Wintercap’s  and Broker E’s sale of Aureus stock  on  behalf  of  Carrillo,
Bahadoorsingh and the ir  partners in  or about August  2016  generated  approximately $5.2  millio n
in  illic it   pr oc e e ds .  During August and September 2016,  Wintercap  transferred at least $1  million
from the proceeds of Aureus stock to entities  and individuals  associated with  Carrillo.    Simila r ly,
Broker E transferred at least $922,000 of the proceeds of the Aureus stock sales to entities  and
individua ls   associated  with  Carrillo   and  Bahadoorsingh.     The tables  below  illustrate  a number  of
transfers:
Payme nts  from  Winte rcap De s cription of Re cipie nt of Payme nt
$455,312 Mexican pass-through  entity  linked   to  Carrillo  named
Transformaciones  y Servicios  Industriales  SA de CV
$304,999 Mexican  stock  promotion  f ir m linke d   to  C a r r illo named
P romotora  P rixom  SP
$200,000 Defense fees to lawyer representing  Carrillo   in  prior
Commission   case
$75,000 Business associate of Carrillo  and Bahadoorsingh
$49,049 Mexican pass-through  entity  linked   to  Carrillo named  GP O
Kedret SA de CV
Total                          $1,084,360

Payme nts  from  B rok e r E De s cription of Re cipie nt of Payme nt
$560,002 U.S. company  controlled  by Bahadoorsingh
$200,000 Defense fees to lawyer  representing  Carrillo  in  prior

19

Commission   case
$150,000 P romotora  P rixom  SP
$12,000 Bahadoorsingh   personal  account
Total                         $922,002

Example  2: Garmate x
63. Garmatex  was  incorporated  in  Nevada  in  April  2014.    During  a  portion  of  the
Relevant  P eriod,  Garmatex’s  stock  was  publicly   traded.
64. Between  approximately   August  26  and  September  2,  2014,  approximately   32
Mexican  nationals  purportedly  purchased 1,200,000  shares of Garmatex for a total  of $9,000  in a
registered securities offering (the “Garmatex S-1  Shareholders”).
65. On  or  about  September  11,  2014,  Garmatex’s  board  of  directors  directed
Garmatex’s transfer agent to send all  of the share certificates purportedly  owned by the
Garmatex S-1 Shareholders  to a single  law firm  based in Nevada.  The certificates purportedly
issued  to  the  Garmatex S-1 Shareholders  were, in reality,  controlled  by one or more parties
acting  in  concert and in  control  of Garmatex.
66. On or about August 15,  2016,  Garmatex effected a 12.5-for-1  forward split  of its
common  stock  which  increased  the  total  amount  of  shares  issued  to  the  Garmatex S-1
Shareholders  from 1,200,000  to 15,000,000.
67. Between about  February  28  and  March  29,  2017,  Carrillo,   acting  in  concert  with
others,  acquired  six  blocks  (which  together  totaled  10,250,000   shares)  of  Garmatex  stock  from
the Garmatex S-1  Shareholders.    Specifically,   Carrillo,   in  concert  with  others,  acquired  the s ix
blocks  of Garmatex shares, in four blocks  of 1,750,000  shares and two blocks  of 1,625,000
shares, with each block  coming  from 3 to 5 Garmatex S-1  Shareholders.    Carrillo,   acting  in

20

concert with others, transferred each of the six blocks  of shares to a different  offshore nominee
entity  (the  “Six  Nominees”).
68. In March 2017,  Garmatex filed  with the Commission  a Form  8-K   in  w hic h  it
disclosed,  among  other things,  its  5% stockholders.   As of March 8, 2017,  Garmatex’s Form 8-K
disclosed  that it had approximately   35.4   million   outstanding   shares.  Each of the Six  Nominees
held  just  under  5%  of  Garmatex’s  stock  but,  in  reality,   Carrillo,   acting  in  concert  with  others,
controlled  each of the Six  Nominees.   Garmatex  did  not  disclose  the  stock  held  under  common
control  by  Carrillo  through  the  Six  Nominees,  which  collectively   comprised  almost  29%  of
Garmatex’s  outstanding   stock.
69. On  or  about  March  13,  15,  and  16,  2017,   Carrillo,   acting  in  concert  with  others,
orchestrated the transfer of 5,250,000  shares of Garmatex stock from three of the Six  Nominees
to Wintercap  in three equal parts.  On  or  about  March  13  and  30,  2017,   Carrillo   acting  in  concert
with others,  orchestrated the transfer of 1,625,000  and 1,750,000  shares of Garmatex stock,
respectively,  from two of the Six  Nominees  to Blacklight.   On or about March 16,  2016,  Carrillo
acting in  concert with others, orchestrated the transfer of 1,625,000  shares of Garmatex stock to
an account at another  broker outside  of Wintercap or Blacklight.
70. On or about the same days,  Wintercap  and  Blacklight   deposited  the  Garmatex
shares  they  held  in  accounts  they  controlled   at  four  different  brokerage  firms  (Brokers  A,  B,  C
and D) and began selling  them in  furtherance of the scheme.
71. In  or  about  April  2017,  Carrillo,   acting  in  concert with  others, acquired  control
over about 1,983,337 additional shares  of  Garmatex,  which  had  been  obtained  from  a  number  of
Garmatex S-1 Shareholders.   Carrillo  and his associates then deposited  two additional   tranches of
Garmatex stock with Wintercap  (totaling these 1,983,337  shares), most of which Wintercap

21

subsequently  deposited  and sold without  an effective registration  statement in  effect.  O ve r a ll,
Carrillo,  acting  in concert with others, transferred approximately  34% of Garmatex’s outstanding
stock (and approximately  88% of its    float)  to  Wintercap,  Blacklight   and  another  broker  outside
of Wintercap and Blacklight  within  just  two months.
72. Carrillo,  acting in concert with others, directed the sales of these Garmatex shares.
73. Using  the encrypted Threema messaging  application through  which  they  had
communicated   about  Aureus,  Carrillo   and  Wintercap  personnel  discussed Garmatex  shares
between at least March 9 and March 23, 2017.   On March 9, Carrillo  wrote to Wintercap
personnel  to  tell  them  that one of his associates was sending  them documents  relating  to GRMX
(the ticker symbol  for Garmatex) and he asked Wintercap to send documents  to the transfer agent
so that the shares could  be deposited  promptly  and that his  request was “Urgent so we can have a
good  month  lol.”
74. On March 14, 2017,  Carrillo  wrote again  to Wintercap confirming  that the two
Garmatex positions  he sent them were just  waiting  for a few additional  documents,  and asked
Wintercap to be ready to sell  the first of those two positions  “at open” of the market.  When
Wintercap  responded  that  1.75  million   shares  were  ready  to  sell,  Carrillo   responded,  “Dropping
at  open  yeah  baby,”  and  later  in  the  day  instructed  Wintercap  “Sell  25k  GRMX  at  .80.”
75. On March 23, 2017,  Carrillo  again  wrote to Wintercap’s  operators,  asking  if  they
could  “take the remaining  3.2 mil  shares of GRMX?”  Wintercap’s operator responded,  “Sure,
feed me.”  At the time,  3.2 million  shares of Garmatex was nearly 9% of the company’s
outstanding  shares.

22

76. By  May  15,  2017,  Wintercap and Blacklight  had sold  every share of Garmatex
stock that Carrillo  had caused to be deposited  with them.  Those sales were made using  the
interstate  telecommunications  facilities  of  OTC Markets in the United  States.
77. At or about the same time that Carrillo  directed the sale of Garmatex stock
through  Wintercap  and Blacklight,  Carrillo  orchestrated a promotional  campaign  to encourage
investors  to purchase Garmatex stock.  First,  Carrillo  agreed to pay the operator of the same
Colombia-based  boiler  room that was used to promote  Aureus to call  potential  investors  to
promote  Garmatex.  Certain  individua ls   who  reside  in  Massachusetts  received  telephone  calls  as
part of the boiler  room’s promotiona l  campaign  touting  Garmatex and then purchased the stock
of Garmatex.  Second,  Carrillo   directed  and  sponsored  an  email  promotional   campaign  to
promote  Garmatex  during  the  same  time  period  as  the  boiler  room  operation.    Third,  Carrillo
paid  a public  relations  consultant  based in Canada to draft eight press releases relating  to
Garmatex during  the March and April  2017 period  that overlapped  with his  other promotiona l
efforts.  To conceal his  involvement   in  hiring  this  consultant,  Carrillo  used  code names and
encrypted  messaging  applications  to  communicate  about  the press releases.  Carrillo’s  efforts to
promote  Garmatex  stock  led  to  a  significant   increase  in  the  price  and  volume  of  Garmatex’s
stock in  March and April  2017 as shown in  the chart below.

23

78. Carrillo,   by  virtue  of  his  control  over  a  significant   percentage of Garmatex’s
outstanding  shares and the float,  was an affiliate  of Garmatex.  Carrillo  also controlled  and
directed  Garmatex’s  public   relations  efforts  by  arranging  to  pay,  and  directing   the  activities   of,
persons  promoting   Garmatex.
79. At the time that Carrillo   directly  or  indirectly   sold  Garmatex  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.    Carrillo  also  failed  to  comply  w ith
the sale limitations  of SEC Rule 144 when directly  or indirectly  selling  Garmatex stock.  Rule
144  limits   the  amount  of  certain  securities  (like  Garmatex)  that  can  be  sold  by  an  affiliate   to  1%
of the issuer’s outstanding  shares over a three-month  period.     Whe n  multiple    a f f ilia te s   a c t

24

together to sell  an issuer’s shares, their  sales are aggregated to determine whether they comply
with the 1% requirement.
80. Carrillo  formerly  operated as a lawyer specializing  in the United  States federal
securities laws.  Carrillo  thus knew, or was reckless in not knowing,  that he was required  to
register his sales of Garmatex stock with  the Commission  or otherwise comply  with the
conditions   of  SEC  Rule  144.   Carrillo   also  knew,  or  was  reckless  in  not  knowing,   that  his  actions
in  concealing   his  ownership   of  Garmatex  and  other  securities  by  dividing   that  stock  into  tranches
of less than 5% and distributing  it to nominee  entities  would  serve to conceal his ownership  of
that stock.  When he took these actions to facilitate  his sales of Garmatex and other securities,
Carrillo   knowingly   or  recklessly  schemed  to  defraud  Garmatex  investors  and  the  investors  in
those other companies.
81. Carrillo  and his partners generated over $7 million  in  illicit  proceeds by selling
Garmatex stock through  Wintercap and Blacklight  during  March, April  and May 2017.   During
March and May 2017,  Wintercap transferred, on Carrillo’s  behalf,  at least $5.4 million  to entities
and individua ls  associated with  Carrillo.   The table below illustrates  some of the larger transfers:
Payme nts  from  Winte rcap De s cription of Re cipie nt of Payme nt
$1,189,000 P romotora  P rixom  SP
$723,000 Transformaciones  y Servicios  Industriales  SA de CV
$675,000 GPO Kedret SA de CV
$826,000 Mexican pass-through  entity  linked   to  C a r r illo named
El Quinto  P oder SA de CV
$525,850 C a lif or nia    je w e le r   s e lling   pr oduc ts    to  C a r r illo
$134,500 P ayment for BMW X-5 vehicle  for Haydee Monge
$75,000 Defense fees to lawyer  representing  Carrillo  in  prior
Commission   case
Total                                $4,148,350

25

Example  3: One Life
82. OneLife operated as a publicly  traded company  at times during  the Relevant
P eriod, and was incorporated  in Nevada on January 9,  2014.
83. In or about February 2014,  approximately  38 Jamaican  nationals  purported  to
purchase 11,367,670 shares of O ne Lif e  for a total  of about  $3,410 (the “O ne Lif e  S-1
Shareholders”).
84. On or about March 2, 2018,   OneLife  registered  its  securities  pursuant  to  Section
12 of the Exchange Act.  That registration  was in  effect through  May 2019.
85. By January 2017,  Carrillo  had arranged for all  but two of the OneLife S-1
Shareholders’  share certificates to be delivered to Wintercap.  Wintercap personnel  confirmed  by
an encrypted Threema communication  to Carrillo  dated January 11,  2017  that Wintercap had the
OneLife  share  certificates,  including   the  share  certificate  for  35  million   shares  purportedly   held
by OneLife’s CEO.
86. On  January  16,  2017,  Carrillo   emailed  Wintercap  personnel  a  blank  Share
P urchase Agreement for the sale of OneLife stock with blanks  to fill  in the names of the
purchasers and sellers  and the purchase prices.  Attached to the same email  message were
signature  pages for that Share P urchase Agreement that were purportedly  signed by  35 of the
OneLife S-1 Shareholders  as sellers but with blanks  for the purchasers.  It appears that Wintercap
and Carrillo  worked together to determine  how to divide  the O ne Lif e  S-1 Shareholders’   shares
between the nominee  entities  through  which they intended  to sell  these shares for Carrillo.
87. On or about June  13,  2017,  OneLife effected a 2-for-1 forward split  of its
common  stock  which  increased  the  total  amount  of  shares  issued  to  the  38  OneLife S-1
Shareholders  from  11,367,670   to  22,735,340.

26

88. Beginning  in  June 2017,  OneLife’s transfer agent was informed  about several
transfers  of  shares  from  the  OneLife  S-1 Shareholders  to entities  controlled  by Carrillo.   These
transfers were accomplished  using  the Share P urchase Agreements that Carrillo  had sent to
Wintercap  in  January  2017.    Specifically,   in  or about June 2017,  C a r r illo  dir e c tly  or   indir e c tly
acquired a block  of 4,366,670   shares  of  OneLife  from  seven O ne Lif e  S-1 Shareholders,  and a
second block  of 4,666,668  shares of OneLife  from eight  additional   OneLife  S-1 shareholders.
Later, in  or  about  September  2017,  C a r r illo   dir e c tly   or   indir e c tly  acquired  a  third  block  of
4,132,000   shares  of  OneLife  from  seven additional O ne Lif e  S-1  Shareholders.  C a r r illo,   dir e c tly
or  indirectly,   held  each  block  of  O ne Lif e  stock in  a separate offshore  nominee  (the “OneLife
Nominees”).
89. The second of these three blocks  of OneLife shares (4,666,668  shares) was
acquired  by  a  nominee  entity  named  Compton C a pital.    Compton  Capital  was  one  of  the
nominees that Carrillo  asked Wintercap personnel  to  create  for  his  use  to  hold  and  dispose  of
penny  stocks  (as discussed  in  paragraph 39 above).
90. In  total,  Carrillo   directly  or  indirectly   acquired  approximately  13.1 millio n   s ha r e s
of OneLife stock between June and September 2017.  As of the end of October 2017,  OneLife
had approximately  92,735,340 shares outstanding  (5% of which  was approximately 4,636,767
shares).  Carrillo   thus  held  about  14%  of  OneLife’s  outstanding  shares.  In December 2017,  a
share cancellation  reduced OneLife’s outstanding  shares to  62,985,340   shares.
91. Section  13(d) of the Exchange Act and the Commission’s  rules promulgated
thereunder  require  individua ls   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

27

outstanding  stock of a company  registered under Section  12.  O ne Lif e  was a company  registered
under  Section  12 as of March 2018.
92. Carrillo  formerly  operated as a lawyer specializing  in the United  States federal
securities  laws.    Carrillo   knew  about  and  understood,   or  recklessly  disregarded,   Section  13(d)  of
the  Exchange  Act,  and  his  obligations   under  that  statute  to  disclose  his  direct  or  indirect
ownership  of  more  than  5%  of  OneLife’s outstanding  shares.
93. Carrillo,  acting  in concert with  others,  controlled   the  OneLife  Nominees.  As a
result,  through  the  OneLife  Nominees,  Carrillo  was the beneficial  owner,  alone  or in  a group
w ith  others,  of more than 5% of OneLife’s  publicly   traded  stock  and  he was required  to  disclose
that interest.  Carrillo  failed  to disclose  his  beneficial  ownership  status as required  by Section
13(d) of the Exchange Act.
94. Between June  and  September  2017,  Carrillo,  directly  or  indirectly  and  operating
through  the  O ne Lif e  Nominees,  orchestrated the transfer of all  three blocks  of OneLife  shares he
controlled  to Wintercap.    By the end of September, these three blocks  of stock that Carrillo  had
directed  to  Wintercap  comprised  about  14% of OneLife’s outstanding  shares, and about 92% of
OneLife’s  floa t.
95. On or about the same days, Wintercap deposited  the  three  blocks  of  OneLife
shares it received into  accounts it controlled  at Brokers A, B and H.   Wintercap,  acting  directly
or indirectly  on instructions  from Carrillo,  began selling  it in  furtherance of the scheme.  The
Compton  Capital  shares  deposited  with  Broker  H  were  broken  into  smaller  blocks  of  under  5%
each, and sent to other brokers to be traded.
96. C a r r illo  used the same encrypted  application that he had used to communicate
with  Wintercap’s  operators  about  Garmatex  and  Aureus  to  communicate  about  OneLife  (whose

28

ticker  symbol  was OLMM).  On August 31, 2018,  using  that application,  Carrillo  expressed
concern that Wintercap  might  run out of O ne Lif e  shares, and he inquired  about the status of
getting  another  block  of  shares  to  Wintercap.    On  August  31,  2018,   Wintercap  sold  1.08  million
shares of O ne Lif e  a t  C a r r illo’ s    dir e c tion  through  two of the OneLife Nominees.  On September
25,  2018,  using  the  same  application,   Carrillo directed  Wintercap  to  s e ll  OneLife shares in
multiple  blocks.  At the end of the trading  day, Wintercap personnel  wrote to  Carrillo   to  report
“sold  334,000  OLMM @ $0.566  average.”  In fact, on September 25,  2018,  Wintercap sold
exactly  334,000  shares of OneLife through  its account at Broker B on behalf of one of the
OneLife Nominees.
97. Similarly,   on  September  27,  2018,  through the same encrypted application,
Carrillo  instructed  Wintercap  to sell  400,000  shares of OLMM  at $0.627.   Wintercap’s  operator
responded  that  he  would  split  the  order.    In  fact,  on September 27,  2018,  Wintercap  sold  exactly
400,000  shares of OLMM:  250,000 shares  through  one  of  its  brokerage  accounts  on  behalf  of
one of the OneLife Nominees,  and 150,000  shares through  its account with Broker B on behalf
of  another  OneLife  Nominee.
98. In total,  Wintercap  sold  approximately  7.5 million  shares of OneLife for proceeds
of approximately  $5.25 million  between November 2017  and October 2018.    C a r r illo  dir e c te d
the sales of these OneLife shares.
99. C a r r illo,  by  virtue  of  his  control  over  a significant  percentage of OneLife’s
outstanding  shares and the float,  was an affiliate  of OneLife.  Carrillo   also  controlled   and
directed  OneLife’s  public   relations  efforts  by  arranging  to  pay,  and  directing   the  activities   of,  a
public  relations  consultant  based in Canada.  Carrillo  used encrypted messaging  applications  and

29

code names to communicate  with  the consultant.   The consultant  drafted five press releases for
OneLife  between  January  and  February  2018.
100. A t  the   time   tha t  C a r r illo   dir e c tly   or   indirectly  sold  OneLife 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.    Carrillo  also  failed  to  comply  with
the   s a le   limita tions    of SEC  Rule  144  when  directly   or  indirectly   selling   OneLife  stock.
101. Carrillo   knew,  or  was  reckless  in  not  knowing,   that  he  was  required  to  register  his
sale of O ne Lif e  stock with  the Commission  or otherwise comply  with the conditions  of SEC
Rule  144.   He also knew, or was reckless in  not knowing,  that he was required  to disclose his
ownership  interest  in  OneLife stock.  When he failed  to do so, Carrillo  knowingly  or recklessly
schemed to defraud O ne Lif e  investors  by  concealing  information   about  who  was  behind  the
s ignif ic a nt  s a le s   he orchestrated through  Wintercap’s  brokerage  accounts.
102. Wintercap’s  sale of O ne Lif e  stock  on  behalf  of  Carrillo   and  his  partners  between
November  2017 and October 2018 generated over $5.25 million   in   illic it   pr oc e e ds .  Between
January  and  September  2018,  Wintercap  transferred,  on  Carrillo’s   behalf,  at  least  $2.88  million
to  entities  and  individua ls   associated  with  Carrillo.
Payme nts  from
Winte rc ap
De s cription of Re cipie nt of Payme nt
$882,500
Mexican pass-through  entity  linked   to  C a r r illo named Bufet
Corporative  y Aduanero Khaliq  SA de CV
                          $690,000
Mexican pass-through  entity  linked   to  Carrillo named
Comercializadora  Anairda SA de CV
                          $529,000
Mexican pass-through  entity  linked   to  C a r r illo named Fuze
Construcciones  SA de CV
                          $464,010  C a lif or nia    je w e le r   s e lling   pr oduc ts    to  C a r r illo
                          $250,000
P ayments  for  home  improvements   on  Chula  Vista  property  owned  by
Martha Y. Jimenez  Trust
                            $65,000
P ayments  for  home  improvements   on  Chula  Vista  property  owned  by
Martha Y. Jimenez  Trust

30

Total              $2,880,510

Additional  Publicly  Trade d  Companie s   Dumpe d  by  Carrillo
103. In addition  to the stock of Aureus,  Garmatex and O ne Lif e,  C a r r illo,   a c ting  in
concert  with  others,  sold  the  stock  of  numerous  other  publicly   traded  companies  without   an
exemption   from  registration,  or effective registration  in  effect with the Commission,  pursuant  to
Section  5 of the Securities  Act during  the Relevant P eriod.
104. The table  set  forth  below  in  this  paragraph ide ntif ie s    e xa mple s ,  w ithout  limita tio n ,
of sales for which  no effective registration  statement was filed  or  in  effect.  For each example   in
that table, C a r r illo,  directly  or indirectly, transferred unregistered stock to Wintercap,  B la c klight,
or other intermediaries,  which  these entities  then sold  after  depositing the unregistered  stock with
brokers.  By doing  so, Carrillo  was acting  as the  issuer  by  virtue  of  his  control  over,  at  a
minimum,  a significant  percentage of the shares available  for trading  in the following  companies.
In these examples,  as in  the Garmatex example above, Carrillo,   working  with  others,  typic a lly
divided  the stock he controlled  so each nominee  owner possessed less than 5% of the issuer’s
outstanding  stock.  The “Shares Available  for Trading”  in  the table below indicates  the number
of shares that had been deposited  with  brokers and were thus available  for trading  in the market.
On  each  occasion,  no  registration  exemption  applied,  and  C a r r illo  failed  to comply  with the
conditions   of  SEC  Rule  144.

31

105. With  respect to at least three of the securities  listed  in the table above,  P SNX
(P ureSnax International  Inc.),  CATQ/FTWS  (Flitways  Technology   Inc.)  and  ORRP (Oroplata
Resources Inc.),  Carrillo  hired  the same boiler  room  based in Medellin,   Colombia   that  he  hired  to
promote both Garmatex  and  Aureus  securities.    Carrillo   thus  took  advantage  of  the  promotional
calls  made  by  the  boiler   room  to  unsuspecting   retail  investors  to  increase  the  demand  for  those
securities  that  he  and  his  associates,  who  controlled   their  float,  wanted  to  se ll.
106. The Commission’s  Rule 144 limits  the volume  of securities legally  able to be sold
for the account of an issuer’s “affiliate” during  a  three  month  time  period  to the greater of:  a ) 1
percent of the shares of the class of outstanding  stock as shown by the most recent report or
statement published  by the issuer,  or b) the average weekly reported volume  of trading  in those
securities.
107. On numerous  occasions, Carrillo   and  his  partners,  including   Bahadoorsingh at
least with  respect to Aureus, sold  more than 1 percent of a class of an issuer’s shares in less than
3 months  (indeed  sometimes  even in one day) while  they were affiliates  of that issuer.  The
following   table  provides  several  examples of this  conduct:

32

Issuer
 Shares
Outstanding
1%
Threshold
1% Test Period
 Shares Sold
During Test
Pe riod
Percent
FTWS        30,000,000      300,000  9/7/2016         700,000  2.33%
RETC        75,692,024      756,920  6/27/2017 - 6/30/2017         905,100  1.20%
GRMX        35,627,934      356,279  3/14/2017      2,625,000  7.37%
OLMM        62,985,340      629,853  3/22/2018 - 3/27/2018         731,485  1.16%
ARS N      126,450,000   1,264,500  8/4/2016      2,020,000  1.60%
ORRP        57,136,934      571,369  6/7/2016 - 6/9/2016         623,000  1.09%
DIGAF        42,909,650      429,097  11/1/2016      1,576,000  3.67%
MT UU        30,000,000      300,000  2/12/2018         740,000  2.47%

Monetary Transfers to the Relief De fe ndants
108. Defendant Carrillo  transferred, directly  or indirectly,  millions  of dollars  of trading
proceeds from the fraudulent  conduct  described above to the Relief Defendants for no legitimate
purpose or consideration.
109. In  or  about  April  2017,  Carrillo dir  ected Wintercap to transfer $134,500 derived
from fraudulent securities  sales  to a car dealership  to purchase a BMW X5 automobile  that was
titled   in  the  name  of  Monge  as  its  owner.  Wintercap funded the payment  from one of the
offshore  nominees  it  created  for Carrillo’s  personal use.  Though   Monge  is  the  purported  owner
of that automobile ,  the insured  party  listed  on  the  vehicle’s  insurance  policy   is  Carrillo   himself.
110. Between  January  2017  and  June  2018,  Carrillo  transferred at least $605,500
sourced from the fraudulent  trading  proceeds described above to fund  improvements  on the
house located at 2908 Gate Five Place, Chula Vista, California.   The record co-owners of that
home are the Martha Y. Jimenez  Trust and the Charles A. Carrillo  Trust.  Martha Y. Jimenez  is
defendant Carrillo’s  mother  and Charles A. Carrillo  is a relative  of defendant Carrillo.   Land
records for the house indicate  that the Martha Y. Jimenez  Trust and the Charles A. Carrillo  Trust
are absentee owners.

33

FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations  of Se ctions  17(a)(1) and (3) of the  Se curitie s  Act by Carrillo,  B ahadoors ingh,
Wall  and  Wils on)

111. P aragraphs 1  through 110 above are re-alleged  and incorporated  by reference a s  if
fully  set forth  herein.
112. During  the Relevant P eriod,  the stock of Garmatex, Aureus and OneLife was each
a security  under  Section  2(a)(1)  of  the  Securities  Act  [15  U.S.C.  §77b(a)(1)].
113. By reason of the conduct  described  above,  defendants  C a r r illo,  Bahadoorsingh
Wa ll   a nd  Wils on,  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.
114. By reason of the conduct  described above, defendants  C a r r illo,  Bahadoorsingh,
Wa ll   a nd  Wils on  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 THE OFFER OR SALE OF SECURITIES
(Violation  of Sections 17(a)(2) of the  Se curitie s  Act by Wall  and  Wils on)

115. Paragraphs 1  through  110 above  are re-alleged  and incorporated  by reference as if
fully  set forth  herein.
116. During  the Relevant P eriod,  the stock of Garmatex, Aureus and OneLife  was each
a  security  under  Section  2(a)(1)  of  the  Securities  Act  [15  U.S.C.  §77b(a)(1)].

34

117. By reason of the conduct  described above, defendants Wall  and Wilson,  in
connection  with the offer or sale of securities,  by the use of the means or instrumentalit ie s    of
interstate commerce or of the mails,  directly  or indirectly,  acting  intentionally,  knowingly,
recklessly  or negligently obtained  money or property  by means of any untrue  statement of a
material  fact or any  omission  to state a material  fact necessary in order to make the statements
made,  in  light   of  the  circumstances  under  which  they  were  made,  not  misleading.
118. By reason of the conduct  described above, defendants Wall  and Wilson  violated
Securities  Act  Section  17(a)(2)  [15  U.S.C.  §77q(a)(2)]  and  will  continue  to violate  that section
unless  enjoined.
THIRD 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) the re unde r by
Carrillo,  B ahadoors ingh, Wall and  Wils on)

119. P aragraphs 1  through  110 above are re-alleged  and incorporated  by reference a s  if
fully  set forth  herein.
120. During  the Relevant P eriod,  the stock of Garmatex, Aureus and OneLife was each
a security  under  Section  3(a)(1)  of  the  Exchange  Act  [15  U.S.C.  §78c(a)(10)].
121. By reason of the conduct  described above, defendants  C a r r illo,  Bahadoorsingh
Wa ll   a nd  Wils on,  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.  By  reason of the  conduct  described  above,  defendants C a r r illo,  Bahadoorsingh,

35

Wa ll   a nd  Wils on  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.
FOURTH CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violation  of Se ction 10(b) of the  Exchange  Act and Rule 10b-5(b) the re unde r by Wall  and
Wils on)

122. P aragraphs 1  through  110 above  are re-alleged  and incorporated  by reference as if
fully  set forth  herein.
123. During  the Relevant P eriod,  the stock of Garmatex, Aureus and OneLife  was each
a  security  under  Section  3(a)(1)  of  the  Exchange  Act  [15  U.S.C.  §78c(a)(10)].
124. By reason of the conduct  described above, defendants Wa ll   a nd  Wils on,  dir e c tly
or indirectly,  in  connection  with  the purchase or sale of securities,  by the use of the means or
instrumentalit ies  of interstate commerce or of the mails,  or of any facility  of any national
securities   exchange,   intentionally,   knowingly   or   recklessly,   made an untrue statement of material
fact or omitted  to state a material  fact necessary in  order to make the statements made, in the
light   of  the  circumstances  under  which  they  were  made,  not  misleading.
125. By reason of the conduct  described above, defendants  Wa ll   a nd  Wils on  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 Se ctions  5(a) and 5(c) of the  Se curitie s  Act by Carrillo  and  B ahadoors ingh)

126. P aragraphs 1  through 110 above  are re-alleged  and  incorporated  by reference as if
fully  set forth  herein.

36

127. During  the Relevant P eriod,  the stock of Garmatex, Aureus and OneLife was each
a security  under  Section  2(a)(1)  of  the  Securities  Act  [15  U.S.C.  §77b(a)(1)].
128. By reason of the conduct  described above, defendants  C a r r illo  a nd
Bahadoorsingh,  dir e c tly  or  indir e c tly :    ( 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.
129. As a result,  defendants Carrillo  and Bahadoorsingh violated Sections  5(a) and (c)
of the Securities  Act [15 U.S.C. §§77e(a), (c)].
SIXTH CLAIM FOR RELIEF
FAILURE TO REPORT OVER 5% BENEFICIAL OWNERSHIP
(Violations of Sections 13(d) of the Exchange Act by Carrillo,  Bahadoorsingh,
Wils on and Wall)

130. P aragraphs 1  through  110 above  are re-alleged  and incorporated  by reference as if
fully  set forth  herein.
131. During  the Relevant P eriod,  the stock of Aureus and OneLife was each a security
under Section  3(a)(1) of the Exchange Act [15 U.S.C. §78c(a)(10)].
132. During  the Relevant Period,  Aureus  and  OneLife  had  equity  securities  that  were
registered  pursuant  to  Section  12  of  the  Exchange  Act  [15  U.S.C.  §78l].

37

133. By reason of the conduct  described above,  defendants  C a r r illo,  Bahadoorsingh,
Wils on   a nd  Wa ll,  after acquiring directly  or  indir e c tly  beneficial  ownership  of more than 5
percent of a class of  Aureus equity  securities,  f a ile d   to  f ile  a statement with the Commission
containing  the information  required by Schedule  13D [17 C.F.R. §240.13d-101] within  ten days
after they acquired such shares, or at all.
134. By reason of the conduct  described above, defendant Carrillo,  after acquiring
directly  or indirectly  beneficial  ownership  of more than 5 percent of a class of OneLife equity
s e c ur itie s ,  f a ile d  to  f ile   a statement with the Commission containing  the information  required by
Schedule  13D [17  C.F.R. §240.13d-101]  within  ten days after he acquired  such shares, or at all.
135. As a result,  defendants Carrillo,  Bahadoorsingh,  Wilson  and Wall  violated
Section  13(d)  of the Exchange  Act [15 U.S.C. §78m(d)].
SEVENTH CLAIM FOR RELIEF
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND
CONSTRUCTIVE TRUST
(agains t Re lie f De fe ndants )

136. P aragraphs 1  through  110 above  are re-alleged  and incorporated  by reference as if
fully  set forth  herein.
137. Section 21(d)(5)  of  the  Exchange  Act  [15  U.S.C.  §78u(d)(5)]  states  “In  any  action
or proceeding  brought  or instituted  by the Commission  under any provision  of the securities
laws,  the  Commission   may  seek,  and  any  Federal  court  may  grant,  any  equitable   relief  that  may
be appropriate  or necessary for the benefit of investors.”
138. The Relief Defendants have received investor  funds derived  from the unlawful
acts, practices and scheme of the Defendants under circumstances dictating  that, in  equity  and
good  conscience,  they should  not  be  allowed  to  retain  such  funds.

38

139. Further,  specific  property  acquired  or improved by the Relief  Defendants is
traceable to Defendants’ wrongful  acts, and there is no reason in  equity  why the Relief
Defendants should  be entitled  to retain that property.
140. As  a  result,  the  Relief  Defendants  are  liable  for  unjust  enrichment  and  should  be
required  to  return  their  ill-gotten  gains,  in an amount  to be determined  by the Court.  The Court
should   also  impose  a  constructive  trust  on  property  in  the  possession  of  the  Relief  Defendants
that is traceable to the Defendants’ wrongful  acts.
PRAYER FOR RELIEF
WHEREFORE,  the  Commission   respectfully  requests  that  this  Court:
A. Enter a permanent  injunc tio n  restraining  defendants  C a r r illo  and  Bahadoorsingh,
the ir  agents,  servants,  employees  and  attorneys,  and  those  persons  in  active  concert  or
pa r tic ipa tion   w ith  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 Securitie s   A c t [ 15
U.S.C. §§77e(a), (c); 77q(a)(1) and (3)],  and Sections  10(b) and 13(d) of the Exchange Act [15
U.S.C. §§78j(b),  78m(d)]   and  Rules  10b-5(a) and (c) thereunder [17 C.F.R. §240.10b-5(a)  and
(c)].
B. Enter a permanent injunction  restraining  defendants Wilson  and Wall,  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  17(a)(1),  (2)  and  (3)  of  the  Securities  Act  [15  U.S.C.  §§77q(a)(1)-(3)],  and
Sections  10(b)  and  13(d)  of  the  Exchange  Act  [15  U.S.C.  §§78j(b),  78m(d)]  and  Rules  10b-5(a),
(b)  and  (c)  thereunder  [17  C.F.R.  §240.10b-5(a)-(c)].

39

C.     Order the  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 the 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 Bahadoorsingh,   Wa ll   a nd  Wils on  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. Order  the  Relief  Defendants  to  disgorge,   with  prejudgment   interest,  all  ill-gotten
gains  obtained   by  reason  of  the  unlawful   conduct  alleged  in  the  Complaint;
G. Retain  jurisdiction   over  this  action  to  implement   and  carry  out  the  terms  of  all
orders and decrees that may be entered; and
H. Gra nt  such other and further relief as this  Court may deem just  and proper.
JURY DEMAND
The  Commission   demands  a  jury  in  this  matter for all  claims  so triable.
DATED:    August  4,  2021   Respectfully  submitted,
/s/ Kathleen  B. Shields____________
Kathleen B. Shields  (Mass Bar No. 637438)
Eric  A. Forni  (Mass Bar No. 669685)
Susan  Anderson  (DC Bar No. 978173)
Amy  Gwiazda  (Mass Bar No. 663494)
      SECURITIES AND EXCHANGE COMMISSION
Boston  Regional   Office
33  Arch  St.,  24
th
  Floor
Boston,  MA 02110
P hone:  (617)  573-8904  (Shields  direct),
(617)  573-8827  (Forni  direct)
(617)  573-4538  (Anderson  direct)
Fax:  (617)  573-4590  (fax)

40

[email protected]  ( Shie lds   e ma il)
[email protected]  ( For ni  e ma il)
[email protected]  (Anderson  email)

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
    Plaintiff, 
 v. 
 
LUIS JIMENEZ CARRILLO, AMAR 
BAHADOORSINGH, JUSTIN ROGER 
WALL, and JAMIE SAMUEL WILSON, 
    Defendants, 
 
and  
 
HAYDEE YOLANDA SANCHEZ DIAZ 
MONGE, MARTHA Y. JIMENEZ 
TRUST, and CHARLES A. CARRILLO 
TRUST, 
 
                                        Relief Defendants. 
 

 
 

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

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

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

following against the defendants and relief defendants: 

SUMMARY  

1. This is a securities fraud enforcement action.   Defendant Luis Jimenez Carrillo 

(“Carrillo”) engaged in multiple deceptive schemes to sell publicly traded stock to investors.  

From at least 2013 through at least May 2019 (the “Relevant Period”), Carrillo defrauded 

investors by concealing the fact that he, in concert with others, controlled the securities of 

numerous publicly traded companies—including the securities of Aureus, Inc. (“Aureus”), 

Garmatex Holdings, Ltd. (“Garmatex”), and OneLife Technologies Corp. (“OneLife”).  

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Defendants Amar Bahadoorsingh (“Bahadoorsingh”), Justin Roger Wall (“Wall”) and Jamie 

Samuel Wilson (“Wilson”) were Carrillo’s partners in his scheme relating at least to Aureus.            

2. Carrillo’s control of the securities of numerous publicly traded companies was the 

linchpin of the fraudulent schemes.  It enabled him secretly to sell millions of shares of those 

companies’ securities: (a) without registering the offers or sales of stock with the Commission; 

(b) without disclosing accurate information about his control over the companies; and (c) without 

complying with limitations on the sale of stock by company “affiliates” like himself.  Carrillo 

also frequently sought to increase demand for the stock he and his associates were selling by 

organizing and funding various promotional campaigns.  His schemes usually followed a similar 

pattern from company to company.  Over the Relevant Period, Carrillo, working in coordination 

with others, generated trading proceeds of more than $75 million from fraudulently selling the 

securities of more than 30 issuers. 

3. Bahadoorsingh partnered with Carrillo at least relating to the Aureus scheme.  He 

coordinated with Carrillo to sell Aureus securities without making required disclosures or 

complying with the limitations on sales of stock by company affiliates.  Wall and Wilson also 

played critical roles in the Aureus scheme.  They worked with Carrillo and Bahadoorsingh to 

control Aureus’ securities, and coordinated with Carrillo and Bahadoorsingh secretly to take 

ownership of Aureus securities without making required disclosures and to deposit those shares 

for sale in brokerage accounts using false documentation.  As a result of defendants’ scheme, 

what appeared to be ordinary trading by unaffiliated investors was actually a massive dump of 

shares orchestrated by Carrillo, Bahadoorsingh, Wall and Wilson, who were seeking to profit at 

the expense of defrauded investors.  Bahadoorsingh earned substantial profits from participating 

in the Aureus scheme, and shared those profits with Carrillo.   

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4. 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.  Investors in certain public companies (including Aureus and OneLife) are 

required to disclose publicly any ownership interest in excess of 5% of the company’s stock.  All 

of the defendants were thus required to disclose their direct or indirect control over more than 

5% of the stock of Aureus, and Carrillo was also required to disclose his direct or indirect control 

over more than 5% of the stock of OneLife and certain other public companies.   

5. Defendants engaged in schemes to make it appear that the shares they actually 

controlled were owned by multiple unaffiliated entities when, in reality, those entities were 

holding the stock as nominees for the group of defendants acting in concert.  Carrillo, acting in 

concert with others (including Bahadoorsingh, Wall and Wilson on at least Aureus), typically 

controlled virtually all of the stock available for trading (the “float”) for each company in his 

schemes. 

6. Carrillo also arranged to transfer the stock he controlled to at least two offshore 

asset managers to conceal further his control over the shares.  The two managers, Wintercap SA 

(“Wintercap”) and Blacklight SA (“Blacklight”), were both Swiss companies whose business 

focused on fraudulently concealing their clients’ control over large blocks of stock that they were 

dumping into the public markets.  Their business models extended beyond the defendants here.  

Wintercap and Blacklight have been charged in two separate cases for their fraudulent operation 

of illicit trading platforms for their clients.  See SEC v. Knox, No. 18-cv-12058 (D. Mass., filed 

Oct. 2, 2018) (charging Wintercap, its operator and others); SEC v. Bajic, et al., No. 20-cv-0007 

(S.D.N.Y., filed Jan. 2, 2020) (charging Blacklight, its operators and some of its associates).  

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7. Wintercap and Blacklight deposited Carrillo’s stock in accounts at foreign and 

United States brokerage firms, in blocks of shares constituting less than 5% of each company’s 

outstanding shares.   Through the brokerage firms, Wintercap and Blacklight then sold millions 

of dollars of shares of Carrillo’s stock to unsuspecting investors.  Frequently, these sales took 

place at the same time as promotional campaigns that encouraged investors to purchase those 

shares. 

8. As a result of the conduct alleged herein, Carrillo violated, and unless restrained 

and enjoined will continue to violate, Sections 5(a), 5(c), 17(a)(1) and (3) of the Securities Act of 

1933 (“Securities Act”) [15 U.S.C. §§77e(a), (c), 77q(a)(1), (3)], Sections 10(b) and 13(d) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§78j(b), 78m(d)] and Rules 10b-

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

9. As a result of his conduct alleged herein relating at least to Aureus, 

Bahadoorsingh violated, and unless restrained and enjoined will continue to violate, Sections 

5(a), 5(c), 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§77e(a), (c), 77q(a)(1), (3)], 

Sections 10(b) and 13(d) of the Exchange Act [15 U.S.C. §§78j(b), 78m(d)] and Rules 10b-5(a) 

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

10. As a result of their conduct alleged herein relating at least to Aureus, Wall and 

Wilson violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1), 

(2) and (3) of the Securities Act [15 U.S.C. §§77q(a)(1)-(3)], Sections 10(b) and 13(d) of the 

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

C.F.R. §240.10b-5(a)-(c)]. 

11. 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 

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5 
 

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

Complaint pursuant to Section 21(d)(7) of the Exchange Act [15 U.S.C. §78u(d)(7)], together 

with prejudgment interest, civil 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)], an order 

barring defendants Bahadoorsingh, Wall and Wilson 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)], and such other relief as the Court may deem appropriate. 

12. The Commission also seeks relief against Haydee Yolanda Sanchez Diaz Monge 

(“Monge”), the Martha Y. Jimenez Trust and the Charles A. Carrillo Trust (collectively, the 

“Trusts,” and together, the “Relief Defendants”), who all received proceeds of the defendants’ 

unlawful acts, practices and schemes and should not be entitled to retain those illegally-derived 

proceeds.   

JURISDICTION AND VENUE 

13. 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]. 

14. 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 the stock of Aureus during 

the time period that it was being promoted by a boiler room hired by Carrillo. 

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DEFENDANTS 

15. Luis Jimenez Carrillo (“Carrillo”), age 47, is a citizen and resident of Mexico.  He 

was formerly a U.S. citizen and was formerly licensed to practice law in California and New 

Jersey.  Carrillo remains licensed to practice law in New York.  Carrillo was charged by the 

Commission in 2013 for his role as a securities attorney in facilitating a pump and dump scheme 

involving penny stocks.  A judgment in that case was entered against Carrillo after his default.  

See SEC v. Carrillo Huettel LLP, et al., Civil Action No. 13-cv-1735 (S.D.N.Y.).  

16. Amar Bahadoorsingh, age 50, is a resident of Vancouver, British Columbia, 

Canada, and a dual citizen of the United Kingdom and Canada. 

17. Justin Roger Wall (“Wall”), age 35, is a citizen and resident of the United 

Kingdom.   

18. Jamie Samuel Wilson (“Wilson”), age 41, is a citizen and resident of the United 

Kingdom. 

RELIEF DEFENDANTS 

19. Haydee Yolanda Sanchez Diaz Monge (“Monge”), age 43, is a resident of Chula 

Vista, California. 

20. The Martha Y. Jimenez Trust is a trust in the name of defendant Carrillo’s mother 

that is the co-owner of record of the house located at 2908 Gate Five Pl., Chula Vista, California 

(the “California House”). 

21. The Charles A. Carrillo Trust is a trust in the name of another relative of 

defendant Carrillo that is the other co-owner of record of the California House. 

RELATED ENTITIES 

22. Aureus Inc. (“Aureus”) was formerly a gold exploration and mining company and 

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is now a food brand development company.  Aureus (Ticker: ARSN) trades on OTC Link 

(previously, the “Pink Sheets”), operated by OTC Markets Group, Inc.  Aureus was incorporated 

in Nevada in 2013 and is currently headquartered in Atlanta, Georgia. 

23. Garmatex Holdings Ltd. (“Garmatex”) was originally incorporated in Nevada in 

2014 as Oaxaca Resources Corp.  In 2016, Oaxaca changed its name to Garmatex, changed its 

business to developing and supplying engineered fabric technology, and changed its headquarters 

to British Columbia, Canada.  During 2016 and 2017, Garmatex (Ticker: GRMX) traded on OTC 

Link.  After the events at issue in this Complaint, Garmatex changed its name to Evolution 

Blockchain Group, Inc. (“Evolution”).  After the Commission suspended trading in Evolution’s 

stock in 2018, OTC Markets Group, Inc. discontinued the display of quotations for Evolution, 

though it may continue to be traded on the Grey Market.  

24. OneLife Technologies Corp. (“OneLife”) is a medical and health software 

technology company.  After the Commission suspended trading in OneLife securities in October 

2018, OTC Markets Group, Inc. discontinued the display of quotations for OneLife (Ticker: 

OLMM) though it may continue to be traded on the Grey Market.  OneLife was incorporated 

under the name Oculus Inc. in Nevada in 2014 and is currently headquartered in Rolling 

Meadows, Illinois. 

BACKGROUND 

25. Persons who control companies that have stock that is sold to the public are 

subject to a variety of legal and regulatory requirements. 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. 

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26. 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 

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 are required publicly to disclose any ownership 

interest in excess of 5% of the company’s publicly traded stock.   

27.  “Restricted stock” is stock of a publicly traded company (also known as 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).  A registration statement 

contains important information about an issuer’s business operations, financial condition, results 

of operation, risk factors, and management.  It also includes disclosure about any person or group 

who is the beneficial owner of more than 5% of the company’s securities.   

28. An “affiliate” of 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 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].  As used herein, the term “control 

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group” means a group that collectively is an “affiliate” of an issuer. 

29. “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 s/he 

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

affiliate, which strictly limit 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. 

30. A “transfer agent” is a company which, 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. 

31. The Over-the-Counter (“OTC”) Markets is a stock quotation service that 

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

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

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

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

investors to review and consider when making investment decisions.   

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32. 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.   

33. “Penny Stock,” as used herein, generally refers to a security issued by a very 

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

THE FRAUDULENT SCHEMES TO CONCEAL STOCK OWNERSHIP 

Example 1: Aureus 

34. Aureus was incorporated in Nevada in April 2013 and operated as a publicly 

traded company at times during the Relevant Period. 

35. In or about October 2014, approximately 34 Korean nationals purported to 

purchase 2,430,000 shares of Aureus for a total of $24,300 (the “Aureus S-1 Shareholders”). 

36. On or about March 12, 2015, Aureus registered its securities pursuant to Section 

12 of the Exchange Act.  That registration was in effect through March 2017.   

37. On or about November 25, 2015, Aureus effected a 15-for-1 forward split of its 

common stock, which increased the total amount of shares issued to the Aureus S-1 Shareholders 

from 2,430,000 to 36,450,000. 

38. In August 2016, the transfer agent for Aureus recorded the transfer of three blocks 

of Aureus shares from groups of Aureus S-1 Shareholders to nominees that Carrillo had the 

ability to direct.  First, Carrillo directly or indirectly acquired a block of 2,625,000 shares of 

Aureus from two Aureus S-1 Shareholders.  Second, Carrillo directly or indirectly acquired a 

block of 5,250,000 shares of Aureus from a shareholder (who had acquired those shares from 

four additional Aureus S-1 shareholders).  Third, he directly or indirectly acquired a block of 

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3,150,000 shares of Aureus from three additional Aureus S-1 Shareholders.  These three blocks 

of Aureus stock were held by three different offshore nominee entities whose activities Carrillo 

had the ability to direct.  For two of these blocks of shares, Carrillo engaged in additional 

attempts to obscure his ownership by transferring the shares from one offshore nominee he 

controlled to a second offshore nominee he controlled.  

39. The nominee entity through which Carrillo held the block of 5,250,000 Aureus 

shares was named Murray Capital Corp.  Murray Capital was created by Wintercap personnel at 

the request of Carrillo, who asked Wintercap to create several nominee entities for Carrillo’s use 

to hold and dispose of his shares of publicly traded penny stocks. 

40. At about the same time, Carrillo’s partners, including Bahadoorsingh, Wall and 

Wilson, also facilitated the transfer of Aureus stock into the names of nominee entities they 

controlled.     

41. On or about August 3, 2016, Aureus’ transfer agent recorded the transfer of 

3,600,000 shares of Aureus to a Hong Kong entity controlled by Bahadoorsingh from three 

Aureus S-1 Shareholders.  The Share Transfer Agreements that purport to document these three 

sales are falsified documents.  Each of the three Share Transfer Agreements purports to sell to 

Bahadoorsingh’s entity more Aureus shares than each of the selling Aureus S-1 Shareholders 

owned at the time.  The three Agreements (dated in May 2015) reflect that each of the Aureus S-

1 Shareholders is selling to Bahadoorsingh’s entity the number of shares it had only after the 

November 2015 stock split that increased their shares by a factor of 15.  Moreover, documents 

that purport to demonstrate that Bahadoorsingh’s entity paid the selling Aureus S-1 Shareholders 

for these shares in May 2015 show a purchase price based on the increased number of shares that 

the Aureus S-1 Shareholders first owned in November 2015. 

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42. The purported acquisitions of Aureus shares by Wall’s and Wilson’s entities are 

based on similar falsified documents. 

43. On or about April 11, 2016, Aureus’ transfer agent recorded the transfer of 

2,625,000 shares of Aureus to a United Kingdom entity controlled by Wall from three Aureus S-

1 Shareholders.  Each of the three Share Transfer Agreements purports to sell to Wall’s entity 

more Aureus shares than each of the selling Aureus S-1 Shareholders owned at the time.  The 

three Agreements (dated in April and May 2015), which were each signed by Wall, reflect that 

each of the Aureus S-1 Shareholders is selling to Wall’s entity the number of shares it had only 

after the November 2015 stock split that increased their shares by a factor of 15.  Moreover, 

documents that purport to demonstrate that Wall’s entity paid the selling Aureus S-1 

Shareholders for these shares in April or May 2015 show a purchase price based on the increased 

number of shares that the Aureus S-1 Shareholders first owned in November 2015.  In addition, 

the bank account from which the wire remittance purporting to show Wall’s entity paying the 

Aureus S-1 Shareholders for their shares was not even opened until about a year after the date of 

the purported wire payment.  

44. On or about July 28, 2016, Aureus’ transfer agent recorded the acquisition of a 

block of 3,750,000 Aureus shares from four Aureus S-1 Shareholders by a different United 

Kingdom entity (sharing the same address as Wall’s entity) which was controlled by Wilson.  

Each of the four Share Transfer Agreements purports to sell to Wilson’s entity more Aureus 

shares than each of the selling Aureus S-1 Shareholders owned at the time.  The four Agreements 

(dated between April and June 2015), which were each signed by Wilson, reflect that each of the 

Aureus S-1 Shareholders is selling to Wilson’s entity the number of shares it had only after the 

November 2015 stock split that increased their shares by a factor of 15.  Moreover, documents 

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that purport to demonstrate that Wilson’s entity paid the selling Aureus S-1 Shareholders for 

these shares in April through June 2015 show a purchase price based on the increased number of 

shares that the Aureus S-1 Shareholders first owned in November 2015.  

45. On or about July 28, 2016, Aureus’ transfer agent also recorded the acquisition of 

another block of 4,275,000 Aureus shares from a group of four additional Aureus S-1 

Shareholders by a second United Kingdom entity controlled by Wilson (which also shared the 

same address as both Wall’s entity and Wilson’s first entity). 

46. In total, Carrillo, Bahadoorsingh, Wall and Wilson, directly or indirectly, acquired 

25,275,000 shares of Aureus by August 2016 using seven foreign nominee entities (the “Aureus 

Nominees”).  Aureus had approximately 126,450,000 shares outstanding at that time (5% of 

which was approximately 6,322,500 shares).  Thus, Carrillo, Bahadoorsingh, Wall and Wilson 

collectively owned about 20% of Aureus’ outstanding shares, and about 81% of its float. 

47. 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.  Aureus was a company registered 

under Section 12.   

48. Carrillo formerly operated as a lawyer specializing in the United States federal 

securities laws.  Carrillo knew about and understood, or recklessly disregarded, Section 13(d) of 

the Exchange Act, and his obligations under that statute to disclose his direct or indirect 

ownership, as part of a group, of more than 5% of Aureus’s outstanding shares.   

49. Carrillo, Bahadoorsingh, Wall and Wilson used the Aureus Nominees to create 

the false appearance that none of the Aureus Nominees had to disclose their beneficial ownership 

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interest pursuant to Section 13(d) of the Exchange Act because, on paper, each of the Aureus 

Nominees held less than 5% of Aureus’s stock.  In actuality, Carrillo, Bahadoorsingh, Wall and 

Wilson, acting in concert, controlled the Aureus Nominees.  As a result, through the Aureus 

Nominees, Carrillo and his partners, including Bahadoorsingh, Wall and Wilson, were the 

beneficial owners, in a group, of more than 5% of Aureus’s publicly traded stock and were 

required to disclose that interest.  Carrillo, Bahadoorsingh, Wall and Wilson failed to disclose 

their beneficial ownership status as required by Section 13(d) of the Exchange Act.   

50. In addition to coordinated actions relating to Aureus, Carrillo and Bahadoorsingh 

worked together on multiple deals with a similar structure in that they and their partners together 

controlled 5% or more of a company’s shares, but worked through nominee entities to conceal 

their ownership interest and sell those shares through brokerage accounts that obscured their 

identities.  Bahadoorsingh, Wall and Wilson also worked together on multiple deals with a 

similar structure in that they, and others, together controlled 5% or more of a company’s shares, 

but worked through nominee entities to conceal their ownership interest and sell those shares 

through brokerage accounts that obscured their identities.  Bahadoorsingh sometimes interacted 

with the operators of Wintercap to shepherd payments from Wintercap to Wall and Wilson. 

51. Between approximately July 28 and August 17, 2016, Carrillo, Bahadoorsingh, 

Wall and Wilson, directly or indirectly and operating through the Aureus Nominees, orchestrated 

the transfer of the Aureus shares they controlled through the Aureus Nominees into brokerage 

accounts where they could be traded.  Carrillo, directly or indirectly, transferred the blocks held 

by three of the seven Aureus Nominees (including Murray Capital’s block) to Wintercap.   These 

three blocks were immediately deposited into Wintercap brokerage accounts at foreign Brokers 

B, F and G.  Three of the remaining Aureus Nominees - controlled by Bahadoorsingh, Wall, and 

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one of the entities controlled by Wilson - deposited their blocks of Aureus stock with a U.S. 

broker (“Broker E”). 

52. Wall and Wilson made false statements to Broker E in connection with their 

deposits of Aureus shares.  Bahadoorsingh’s entity, as directed by Bahadoorsingh, made similar 

false statements to Broker E.  Specifically, each of Wall, Wilson and Bahadoorsingh’s entity 

represented that it was not an affiliate of Aureus, and that it has not and would not act in concert 

with any other person in connection with their acquisition and sale of Aureus stock.  Each also 

misrepresented that they were unaware of any planned promotions when they knew, or were 

reckless in not knowing, that the group of Carrillo, Bahadoorsingh, Wall and Wilson would act 

in concert to sell their shares while Carrillo arranged for Aureus stock promotions.   

53. In addition, one of the share transfer agreements that Wilson submitted to Broker 

E as justification for why Broker E should accept the deposit of his entity’s Aureus shares 

purported to document an Aureus share transfer that did not occur.  Wilson submitted a sham 

share transfer agreement that purported to be between his entity and an Aureus S-1 Shareholder 

that did not transfer his shares and remains a shareholder today.   

54. Carrillo and Bahadoorsingh, acting in concert with at least each other, began 

directing sales of their Aureus stock in furtherance of the scheme. 

55. Wintercap sold approximately 4.7 million shares of Aureus for proceeds of 

approximately $3.0 million in August 2016 through Brokers B, F and G.  Broker E also sold 

approximately 3.4 million shares of Aureus for the Aureus Nominee controlled by 

Bahadoorsingh for proceeds of approximately $2.2 million during the same period.  Carrillo and 

Bahadoorsingh, working in concert and with others, directed the sales of these Aureus shares. 

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56. Carrillo and Wintercap personnel communicated via an encrypted messaging 

application called Threema.  Using Threema, Carrillo instructed Wintercap’s operators to make 

particular trades of Aureus (whose ticker symbol was ARSN).  For example, on August 5, 2016, 

Carrillo told Wintercap’s operator to “Sell 500k arsn at .50.”  Soon thereafter, Wintercap’s 

operator informed Carrillo that there is “ARSN big bid 900k @ .495.”  Carrillo responded “Sell 

another 1m [million] arsn at .493.”  At the end of the day, after Wintercap had sold 

approximately 2.1 million shares of Aureus through Murray Capital, as well as several other 

securities as directed by Carrillo, Carrillo wrote to Wintercap’s operator “this is what u call 

clicking on all [expletive] cylinders.” 

57. It appears that the Aureus Nominees controlled by Wall and Wilson did not have 

an opportunity to sell their Aureus shares before the market price of Aureus stock declined 

rapidly after weeks of sales directed by Carrillo and Bahadoorsingh. 

58. At or about the same time that Carrillo and Bahadoorsingh directed the sales of 

Aureus stock, Carrillo orchestrated a promotional campaign to promote Aureus stock to investors 

by agreeing to pay the operator of a boiler room based in Medellin, Colombia to call potential 

investors.  Boiler rooms are call centers that typically use high-pressure sales tactics to 

encourage investors to buy securities, usually penny stocks like Aureus.  Carrillo knew that the 

boiler room he hired would call investors and encourage them to buy Aureus stocks without 

revealing that they were being paid by the person who owned most of the Aureus stock available 

for sale or that they stood to profit handsomely from the investors’ purchases.  Carrillo’s efforts 

to promote Aureus stock led to a significant increase in the price and volume of Aureus’s stock 

in August 2016, as illustrated below: 

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59. Carrillo, Bahadoorsingh, Wall and Wilson, by virtue of their control over a 

significant percentage of Aureus’s outstanding shares and its float, were affiliates of Aureus. 

60. At the time that Carrillo and Bahadoorsingh directly or indirectly sold Aureus 

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.  Carrillo and 

Bahadoorsingh also failed to comply with the sale limitations of SEC Rule 144 when directly or 

indirectly selling Aureus stock.   

61. Carrillo and Bahadoorsingh knew, or were reckless in not knowing, that they were 

required to register their sales of Aureus stock with the Commission or otherwise comply with 

the conditions of SEC Rule 144.  Carrillo, Bahadoorsingh, Wall and Wilson also knew, or were 

reckless in not knowing, that their actions in concealing their ownership of Aureus by dividing 

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that stock into tranches of less than 5% and distributing it to nominee entities would serve to 

conceal their ownership of that stock, which they and their partners were required to disclose.  

When they failed to do so, Carrillo, Bahadoorsingh, Wall and Wilson knowingly or recklessly 

schemed to defraud Aureus investors by concealing information about who was behind the 

significant sales the group generated.  Their state of mind is demonstrated by the actions they 

took to conceal the ownership of the Aureus shares they controlled.  Carrillo’s and 

Bahadoorsingh’s state of mind is also demonstrated by their pattern of behavior on similar deals, 

and their direction of the Aureus trades. 

62. Wintercap’s and Broker E’s sale of Aureus stock on behalf of Carrillo, 

Bahadoorsingh and their partners in or about August 2016 generated approximately $5.2 million 

in illicit proceeds.  During August and September 2016, Wintercap transferred at least $1 million 

from the proceeds of Aureus stock to entities and individuals associated with Carrillo.  Similarly, 

Broker E transferred at least $922,000 of the proceeds of the Aureus stock sales to entities and 

individuals associated with Carrillo and Bahadoorsingh.  The tables below illustrate a number of 

transfers: 

Payments from Wintercap Description of Recipient of Payment 
$455,312 Mexican pass-through entity linked to Carrillo named 

Transformaciones y Servicios Industriales SA de CV 
$304,999 Mexican stock promotion firm linked to Carrillo named 

Promotora Prixom SP 
$200,000 Defense fees to lawyer representing Carrillo in prior 

Commission case 
$75,000 Business associate of Carrillo and Bahadoorsingh 
$49,049 Mexican pass-through entity linked to Carrillo named GPO 

Kedret SA de CV 
Total                          $1,084,360 

 

Payments from Broker E Description of Recipient of Payment 
$560,002 U.S. company controlled by Bahadoorsingh 
$200,000 Defense fees to lawyer representing Carrillo in prior 

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Commission case  
$150,000 Promotora Prixom SP 
$12,000 Bahadoorsingh personal account 

Total                         $922,002 
 

Example 2: Garmatex 

63. Garmatex was incorporated in Nevada in April 2014.  During a portion of the 

Relevant Period, Garmatex’s stock was publicly traded.   

64. Between approximately August 26 and September 2, 2014, approximately 32 

Mexican nationals purportedly purchased 1,200,000 shares of Garmatex for a total of $9,000 in a 

registered securities offering (the “Garmatex S-1 Shareholders”).    

65. On or about September 11, 2014, Garmatex’s board of directors directed 

Garmatex’s transfer agent to send all of the share certificates purportedly owned by the 

Garmatex S-1 Shareholders to a single law firm based in Nevada.  The certificates purportedly 

issued to the Garmatex S-1 Shareholders were, in reality, controlled by one or more parties 

acting in concert and in control of Garmatex.     

66. On or about August 15, 2016, Garmatex effected a 12.5-for-1 forward split of its 

common stock which increased the total amount of shares issued to the Garmatex S-1 

Shareholders from 1,200,000 to 15,000,000. 

67. Between about February 28 and March 29, 2017, Carrillo, acting in concert with 

others, acquired six blocks (which together totaled 10,250,000 shares) of Garmatex stock from 

the Garmatex S-1 Shareholders.  Specifically, Carrillo, in concert with others, acquired the six 

blocks of Garmatex shares, in four blocks of 1,750,000 shares and two blocks of 1,625,000 

shares, with each block coming from 3 to 5 Garmatex S-1 Shareholders.  Carrillo, acting in 

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concert with others, transferred each of the six blocks of shares to a different offshore nominee 

entity (the “Six Nominees”).   

68. In March 2017, Garmatex filed with the Commission a Form 8-K in which it 

disclosed, among other things, its 5% stockholders.  As of March 8, 2017, Garmatex’s Form 8-K 

disclosed that it had approximately 35.4 million outstanding shares.  Each of the Six Nominees 

held just under 5% of Garmatex’s stock but, in reality, Carrillo, acting in concert with others, 

controlled each of the Six Nominees.  Garmatex did not disclose the stock held under common 

control by Carrillo through the Six Nominees, which collectively comprised almost 29% of 

Garmatex’s outstanding stock.   

69. On or about March 13, 15, and 16, 2017, Carrillo, acting in concert with others, 

orchestrated the transfer of 5,250,000 shares of Garmatex stock from three of the Six Nominees 

to Wintercap in three equal parts.  On or about March 13 and 30, 2017, Carrillo acting in concert 

with others, orchestrated the transfer of 1,625,000 and 1,750,000 shares of Garmatex stock, 

respectively, from two of the Six Nominees to Blacklight.  On or about March 16, 2016, Carrillo 

acting in concert with others, orchestrated the transfer of 1,625,000 shares of Garmatex stock to 

an account at another broker outside of Wintercap or Blacklight. 

70. On or about the same days, Wintercap and Blacklight deposited the Garmatex 

shares they held in accounts they controlled at four different brokerage firms (Brokers A, B, C 

and D) and began selling them in furtherance of the scheme.   

71. In or about April 2017, Carrillo, acting in concert with others, acquired control 

over about 1,983,337 additional shares of Garmatex, which had been obtained from a number of 

Garmatex S-1 Shareholders.  Carrillo and his associates then deposited two additional tranches of 

Garmatex stock with Wintercap (totaling these 1,983,337 shares), most of which Wintercap 

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subsequently deposited and sold without an effective registration statement in effect.  Overall, 

Carrillo, acting in concert with others, transferred approximately 34% of Garmatex’s outstanding 

stock (and approximately 88% of its float) to Wintercap, Blacklight and another broker outside 

of Wintercap and Blacklight within just two months.   

72. Carrillo, acting in concert with others, directed the sales of these Garmatex shares. 

73. Using the encrypted Threema messaging application through which they had 

communicated about Aureus, Carrillo and Wintercap personnel discussed Garmatex shares 

between at least March 9 and March 23, 2017.  On March 9, Carrillo wrote to Wintercap 

personnel to tell them that one of his associates was sending them documents relating to GRMX 

(the ticker symbol for Garmatex) and he asked Wintercap to send documents to the transfer agent 

so that the shares could be deposited promptly and that his request was “Urgent so we can have a 

good month lol.”   

74. On March 14, 2017, Carrillo wrote again to Wintercap confirming that the two 

Garmatex positions he sent them were just waiting for a few additional documents, and asked 

Wintercap to be ready to sell the first of those two positions “at open” of the market.  When 

Wintercap responded that 1.75 million shares were ready to sell, Carrillo responded, “Dropping 

at open yeah baby,” and later in the day instructed Wintercap “Sell 25k GRMX at .80.”  

75. On March 23, 2017, Carrillo again wrote to Wintercap’s operators, asking if they 

could “take the remaining 3.2 mil shares of GRMX?”  Wintercap’s operator responded, “Sure, 

feed me.”  At the time, 3.2 million shares of Garmatex was nearly 9% of the company’s 

outstanding shares.    

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76. By May 15, 2017, Wintercap and Blacklight had sold every share of Garmatex 

stock that Carrillo had caused to be deposited with them.  Those sales were made using the 

interstate telecommunications facilities of OTC Markets in the United States. 

77. At or about the same time that Carrillo directed the sale of Garmatex stock 

through Wintercap and Blacklight, Carrillo orchestrated a promotional campaign to encourage 

investors to purchase Garmatex stock.  First, Carrillo agreed to pay the operator of the same 

Colombia-based boiler room that was used to promote Aureus to call potential investors to 

promote Garmatex.  Certain individuals who reside in Massachusetts received telephone calls as 

part of the boiler room’s promotional campaign touting Garmatex and then purchased the stock 

of Garmatex.  Second, Carrillo directed and sponsored an email promotional campaign to 

promote Garmatex during the same time period as the boiler room operation.  Third, Carrillo 

paid a public relations consultant based in Canada to draft eight press releases relating to 

Garmatex during the March and April 2017 period that overlapped with his other promotional 

efforts.  To conceal his involvement in hiring this consultant, Carrillo used code names and 

encrypted messaging applications to communicate about the press releases.  Carrillo’s efforts to 

promote Garmatex stock led to a significant increase in the price and volume of Garmatex’s 

stock in March and April 2017 as shown in the chart below.   

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78. Carrillo, by virtue of his control over a significant percentage of Garmatex’s 

outstanding shares and the float, was an affiliate of Garmatex.  Carrillo also controlled and 

directed Garmatex’s public relations efforts by arranging to pay, and directing the activities of, 

persons promoting Garmatex. 

79. At the time that Carrillo directly or indirectly sold Garmatex 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.  Carrillo also failed to comply with 

the sale limitations of SEC Rule 144 when directly or indirectly selling Garmatex stock.  Rule 

144 limits the amount of certain securities (like Garmatex) that can be sold by an affiliate to 1% 

of the issuer’s outstanding shares over a three-month period.  When multiple affiliates act 

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together to sell an issuer’s shares, their sales are aggregated to determine whether they comply 

with the 1% requirement. 

80. Carrillo formerly operated as a lawyer specializing in the United States federal 

securities laws.  Carrillo thus knew, or was reckless in not knowing, that he was required to 

register his sales of Garmatex stock with the Commission or otherwise comply with the 

conditions of SEC Rule 144.  Carrillo also knew, or was reckless in not knowing, that his actions 

in concealing his ownership of Garmatex and other securities by dividing that stock into tranches 

of less than 5% and distributing it to nominee entities would serve to conceal his ownership of 

that stock.  When he took these actions to facilitate his sales of Garmatex and other securities, 

Carrillo knowingly or recklessly schemed to defraud Garmatex investors and the investors in 

those other companies.   

81. Carrillo and his partners generated over $7 million in illicit proceeds by selling 

Garmatex stock through Wintercap and Blacklight during March, April and May 2017.  During 

March and May 2017, Wintercap transferred, on Carrillo’s behalf, at least $5.4 million to entities 

and individuals associated with Carrillo.  The table below illustrates some of the larger transfers: 

Payments from Wintercap Description of Recipient of Payment 
$1,189,000 Promotora Prixom SP 

$723,000 Transformaciones y Servicios Industriales SA de CV 
$675,000 GPO Kedret SA de CV 
$826,000 Mexican pass-through entity linked to Carrillo named 

El Quinto Poder SA de CV  
$525,850 California jeweler selling products to Carrillo 

$134,500 Payment for BMW X-5 vehicle for Haydee Monge 
$75,000 Defense fees to lawyer representing Carrillo in prior 

Commission case 
Total                                $4,148,350  

 

 

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Example 3: OneLife 

82. OneLife operated as a publicly traded company at times during the Relevant 

Period, and was incorporated in Nevada on January 9, 2014. 

83. In or about February 2014, approximately 38 Jamaican nationals purported to 

purchase 11,367,670 shares of OneLife for a total of about $3,410 (the “OneLife S-1 

Shareholders”). 

84. On or about March 2, 2018, OneLife registered its securities pursuant to Section 

12 of the Exchange Act.  That registration was in effect through May 2019.   

85. By January 2017, Carrillo had arranged for all but two of the OneLife S-1 

Shareholders’ share certificates to be delivered to Wintercap.  Wintercap personnel confirmed by 

an encrypted Threema communication to Carrillo dated January 11, 2017 that Wintercap had the 

OneLife share certificates, including the share certificate for 35 million shares purportedly held 

by OneLife’s CEO.   

86. On January 16, 2017, Carrillo emailed Wintercap personnel a blank Share 

Purchase Agreement for the sale of OneLife stock with blanks to fill in the names of the 

purchasers and sellers and the purchase prices.  Attached to the same email message were 

signature pages for that Share Purchase Agreement that were purportedly signed by 35 of the 

OneLife S-1 Shareholders as sellers but with blanks for the purchasers.  It appears that Wintercap 

and Carrillo worked together to determine how to divide the OneLife S-1 Shareholders’ shares 

between the nominee entities through which they intended to sell these shares for Carrillo.   

87. On or about June 13, 2017, OneLife effected a 2-for-1 forward split of its 

common stock which increased the total amount of shares issued to the 38 OneLife S-1 

Shareholders from 11,367,670 to 22,735,340. 

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88. Beginning in June 2017, OneLife’s transfer agent was informed about several 

transfers of shares from the OneLife S-1 Shareholders to entities controlled by Carrillo.  These 

transfers were accomplished using the Share Purchase Agreements that Carrillo had sent to 

Wintercap in January 2017.  Specifically, in or about June 2017, Carrillo directly or indirectly 

acquired a block of 4,366,670 shares of OneLife from seven OneLife S-1 Shareholders, and a 

second block of 4,666,668 shares of OneLife from eight additional OneLife S-1 shareholders.  

Later, in or about September 2017, Carrillo directly or indirectly acquired a third block of 

4,132,000 shares of OneLife from seven additional OneLife S-1 Shareholders.  Carrillo, directly 

or indirectly, held each block of OneLife stock in a separate offshore nominee (the “OneLife 

Nominees”).   

89. The second of these three blocks of OneLife shares (4,666,668 shares) was 

acquired by a nominee entity named Compton Capital.  Compton Capital was one of the 

nominees that Carrillo asked Wintercap personnel to create for his use to hold and dispose of 

penny stocks (as discussed in paragraph 39 above). 

90. In total, Carrillo directly or indirectly acquired approximately 13.1 million shares 

of OneLife stock between June and September 2017.  As of the end of October 2017, OneLife 

had approximately 92,735,340 shares outstanding (5% of which was approximately 4,636,767 

shares).  Carrillo thus held about 14% of OneLife’s outstanding shares.  In December 2017, a 

share cancellation reduced OneLife’s outstanding shares to 62,985,340 shares.  

91. 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 

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

under Section 12 as of March 2018.  

92. Carrillo formerly operated as a lawyer specializing in the United States federal 

securities laws.  Carrillo knew about and understood, or recklessly disregarded, Section 13(d) of 

the Exchange Act, and his obligations under that statute to disclose his direct or indirect 

ownership of more than 5% of OneLife’s outstanding shares.   

93. Carrillo, acting in concert with others, controlled the OneLife Nominees.  As a 

result, through the OneLife Nominees, Carrillo was the beneficial owner, alone or in a group 

with others, of more than 5% of OneLife’s publicly traded stock and he was required to disclose 

that interest.  Carrillo failed to disclose his beneficial ownership status as required by Section 

13(d) of the Exchange Act.   

94. Between June and September 2017, Carrillo, directly or indirectly and operating 

through the OneLife Nominees, orchestrated the transfer of all three blocks of OneLife shares he 

controlled to Wintercap.  By the end of September, these three blocks of stock that Carrillo had 

directed to Wintercap comprised about 14% of OneLife’s outstanding shares, and about 92% of 

OneLife’s float. 

95. On or about the same days, Wintercap deposited the three blocks of OneLife 

shares it received into accounts it controlled at Brokers A, B and H.   Wintercap, acting directly 

or indirectly on instructions from Carrillo, began selling it in furtherance of the scheme.  The 

Compton Capital shares deposited with Broker H were broken into smaller blocks of under 5% 

each, and sent to other brokers to be traded. 

96. Carrillo used the same encrypted application that he had used to communicate 

with Wintercap’s operators about Garmatex and Aureus to communicate about OneLife (whose 

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ticker symbol was OLMM).  On August 31, 2018, using that application, Carrillo expressed 

concern that Wintercap might run out of OneLife shares, and he inquired about the status of 

getting another block of shares to Wintercap.  On August 31, 2018, Wintercap sold 1.08 million 

shares of OneLife at Carrillo’s direction through two of the OneLife Nominees.  On September 

25, 2018, using the same application, Carrillo directed Wintercap to sell OneLife shares in 

multiple blocks.  At the end of the trading day, Wintercap personnel wrote to Carrillo to report 

“sold 334,000 OLMM @ $0.566 average.”  In fact, on September 25, 2018, Wintercap sold 

exactly 334,000 shares of OneLife through its account at Broker B on behalf of one of the 

OneLife Nominees. 

97. Similarly, on September 27, 2018, through the same encrypted application, 

Carrillo instructed Wintercap to sell 400,000 shares of OLMM at $0.627.  Wintercap’s operator 

responded that he would split the order.  In fact, on September 27, 2018, Wintercap sold exactly 

400,000 shares of OLMM:  250,000 shares through one of its brokerage accounts on behalf of 

one of the OneLife Nominees, and 150,000 shares through its account with Broker B on behalf 

of another OneLife Nominee.  

98. In total, Wintercap sold approximately 7.5 million shares of OneLife for proceeds 

of approximately $5.25 million between November 2017 and October 2018.  Carrillo directed 

the sales of these OneLife shares.  

99. Carrillo, by virtue of his control over a significant percentage of OneLife’s 

outstanding shares and the float, was an affiliate of OneLife.  Carrillo also controlled and 

directed OneLife’s public relations efforts by arranging to pay, and directing the activities of, a 

public relations consultant based in Canada.  Carrillo used encrypted messaging applications and 

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code names to communicate with the consultant.  The consultant drafted five press releases for 

OneLife between January and February 2018.   

100. At the time that Carrillo directly or indirectly sold OneLife 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.  Carrillo also failed to comply with 

the sale limitations of SEC Rule 144 when directly or indirectly selling OneLife stock.   

101. Carrillo knew, or was reckless in not knowing, that he was required to register his 

sale of OneLife stock with the Commission or otherwise comply with the conditions of SEC 

Rule 144.  He also knew, or was reckless in not knowing, that he was required to disclose his 

ownership interest in OneLife stock.  When he failed to do so, Carrillo knowingly or recklessly 

schemed to defraud OneLife investors by concealing information about who was behind the 

significant sales he orchestrated through Wintercap’s brokerage accounts.   

102. Wintercap’s sale of OneLife stock on behalf of Carrillo and his partners between 

November 2017 and October 2018 generated over $5.25 million in illicit proceeds.  Between 

January and September 2018, Wintercap transferred, on Carrillo’s behalf, at least $2.88 million 

to entities and individuals associated with Carrillo. 

Payments from 
Wintercap Description of Recipient of Payment 

$882,500 
Mexican pass-through entity linked to Carrillo named Bufet 
Corporative y Aduanero Khaliq SA de CV 

                          $690,000 
Mexican pass-through entity linked to Carrillo named 
Comercializadora Anairda SA de CV 

                          $529,000  
Mexican pass-through entity linked to Carrillo named Fuze 
Construcciones SA de CV 

                          $464,010  California jeweler selling products to Carrillo 

                          $250,000  
Payments for home improvements on Chula Vista property owned by 
Martha Y. Jimenez Trust 

                            $65,000  
Payments for home improvements on Chula Vista property owned by 
Martha Y. Jimenez Trust 

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Total              $2,880,510 
 

Additional Publicly Traded Companies Dumped by Carrillo 

103. In addition to the stock of Aureus, Garmatex and OneLife, Carrillo, acting in 

concert with others, sold the stock of numerous other publicly traded companies without an 

exemption from registration, or effective registration in effect with the Commission, pursuant to 

Section 5 of the Securities Act during the Relevant Period.   

104. The table set forth below in this paragraph identifies examples, without limitation, 

of sales for which no effective registration statement was filed or in effect.  For each example in 

that table, Carrillo, directly or indirectly, transferred unregistered stock to Wintercap, Blacklight, 

or other intermediaries, which these entities then sold after depositing the unregistered stock with 

brokers.  By doing so, Carrillo was acting as the issuer by virtue of his control over, at a 

minimum, a significant percentage of the shares available for trading in the following companies.  

In these examples, as in the Garmatex example above, Carrillo, working with others, typically 

divided the stock he controlled so each nominee owner possessed less than 5% of the issuer’s 

outstanding stock.  The “Shares Available for Trading” in the table below indicates the number 

of shares that had been deposited with brokers and were thus available for trading in the market.  

On each occasion, no registration exemption applied, and Carrillo failed to comply with the 

conditions of SEC Rule 144. 

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105. With respect to at least three of the securities listed in the table above, PSNX 

(PureSnax International Inc.), CATQ/FTWS (Flitways Technology Inc.) and ORRP (Oroplata 

Resources Inc.), Carrillo hired the same boiler room based in Medellin, Colombia that he hired to 

promote both Garmatex and Aureus securities.  Carrillo thus took advantage of the promotional 

calls made by the boiler room to unsuspecting retail investors to increase the demand for those 

securities that he and his associates, who controlled their float, wanted to sell. 

106. The Commission’s Rule 144 limits the volume of securities legally able to be sold 

for the account of an issuer’s “affiliate” during a three month time period to the greater of: a) 1 

percent of the shares of the class of outstanding stock as shown by the most recent report or 

statement published by the issuer, or b) the average weekly reported volume of trading in those 

securities. 

107. On numerous occasions, Carrillo and his partners, including Bahadoorsingh at 

least with respect to Aureus, sold more than 1 percent of a class of an issuer’s shares in less than 

3 months (indeed sometimes even in one day) while they were affiliates of that issuer.  The 

following table provides several examples of this conduct: 

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Issuer  Shares 
Outstanding  

1% 
Threshold 1% Test Period 

 Shares Sold 
During Test 

Period  
Percent 

FTWS        30,000,000      300,000  9/7/2016         700,000  2.33% 
RETC        75,692,024      756,920  6/27/2017 - 6/30/2017         905,100  1.20% 
GRMX        35,627,934      356,279  3/14/2017      2,625,000  7.37% 
OLMM        62,985,340      629,853  3/22/2018 - 3/27/2018         731,485  1.16% 
ARSN      126,450,000   1,264,500  8/4/2016      2,020,000  1.60% 
ORRP        57,136,934      571,369  6/7/2016 - 6/9/2016         623,000  1.09% 
DIGAF        42,909,650      429,097  11/1/2016      1,576,000  3.67% 
MTUU        30,000,000      300,000  2/12/2018         740,000  2.47% 

 

Monetary Transfers to the Relief Defendants 

108. Defendant Carrillo transferred, directly or indirectly, millions of dollars of trading 

proceeds from the fraudulent conduct described above to the Relief Defendants for no legitimate 

purpose or consideration. 

109. In or about April 2017, Carrillo directed Wintercap to transfer $134,500 derived 

from fraudulent securities sales to a car dealership to purchase a BMW X5 automobile that was 

titled in the name of Monge as its owner.  Wintercap funded the payment from one of the 

offshore nominees it created for Carrillo’s personal use.  Though Monge is the purported owner 

of that automobile, the insured party listed on the vehicle’s insurance policy is Carrillo himself.  

110. Between January 2017 and June 2018, Carrillo transferred at least $605,500 

sourced from the fraudulent trading proceeds described above to fund improvements on the 

house located at 2908 Gate Five Place, Chula Vista, California.  The record co-owners of that 

home are the Martha Y. Jimenez Trust and the Charles A. Carrillo Trust.  Martha Y. Jimenez is 

defendant Carrillo’s mother and Charles A. Carrillo is a relative of defendant Carrillo.  Land 

records for the house indicate that the Martha Y. Jimenez Trust and the Charles A. Carrillo Trust 

are absentee owners. 

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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 Carrillo, Bahadoorsingh, 
Wall and Wilson) 

 

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

fully set forth herein. 

112. During the Relevant Period, the stock of Garmatex, Aureus and OneLife was each 

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

113. By reason of the conduct described above, defendants Carrillo, Bahadoorsingh 

Wall and Wilson, 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.   

114. By reason of the conduct described above, defendants Carrillo, Bahadoorsingh, 

Wall and Wilson 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 THE OFFER OR SALE OF SECURITIES 

(Violation of Sections 17(a)(2) of the Securities Act by Wall and Wilson) 
 

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

fully set forth herein. 

116. During the Relevant Period, the stock of Garmatex, Aureus and OneLife was each 

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

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117. By reason of the conduct described above, defendants Wall and Wilson, 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 obtained money or property by means of any untrue statement of a 

material fact or any omission to state a material fact necessary in order to make the statements 

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

118. By reason of the conduct described above, defendants Wall and Wilson violated 

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

unless enjoined. 

THIRD 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 
Carrillo, Bahadoorsingh, Wall and Wilson) 

 

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

fully set forth herein. 

120. During the Relevant Period, the stock of Garmatex, Aureus and OneLife was each 

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

121. By reason of the conduct described above, defendants Carrillo, Bahadoorsingh 

Wall and Wilson, 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. By reason of the conduct described above, defendants Carrillo, Bahadoorsingh, 

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Wall and Wilson 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. 

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

(Violation of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder by Wall and 
Wilson) 

 

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

fully set forth herein. 

123. During the Relevant Period, the stock of Garmatex, Aureus and OneLife was each 

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

124. By reason of the conduct described above, defendants Wall and Wilson, 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 an untrue statement of material 

fact or omitted to state a material fact necessary in order to make the statements made, in the 

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

125. By reason of the conduct described above, defendants Wall and Wilson 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 Carrillo and Bahadoorsingh) 
 

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

fully set forth herein. 

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127. During the Relevant Period, the stock of Garmatex, Aureus and OneLife was each 

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

128. By reason of the conduct described above, defendants Carrillo 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. 

129. As a result, defendants Carrillo and Bahadoorsingh violated Sections 5(a) and (c) 

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

SIXTH CLAIM FOR RELIEF 
FAILURE TO REPORT OVER 5% BENEFICIAL OWNERSHIP 

(Violations of Sections 13(d) of the Exchange Act by Carrillo, Bahadoorsingh, 
Wilson and Wall) 

 

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

fully set forth herein. 

131. During the Relevant Period, the stock of Aureus and OneLife was each a security 

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

132. During the Relevant Period, Aureus and OneLife had equity securities that were 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. §78l]. 

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133. By reason of the conduct described above, defendants Carrillo, Bahadoorsingh, 

Wilson and Wall, after acquiring directly or indirectly beneficial ownership of more than 5 

percent of a class of Aureus equity securities, failed to file a statement with the Commission 

containing the information required by Schedule 13D [17 C.F.R. §240.13d-101] within ten days 

after they acquired such shares, or at all. 

134. By reason of the conduct described above, defendant Carrillo, after acquiring 

directly or indirectly beneficial ownership of more than 5 percent of a class of OneLife equity 

securities, failed to file a statement with the Commission containing the information required by 

Schedule 13D [17 C.F.R. §240.13d-101] within ten days after he acquired such shares, or at all. 

135. As a result, defendants Carrillo, Bahadoorsingh, Wilson and Wall violated 

Section 13(d) of the Exchange Act [15 U.S.C. §78m(d)].  

SEVENTH CLAIM FOR RELIEF 
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND 

CONSTRUCTIVE TRUST 
(against Relief Defendants) 

 

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

fully set forth herein. 

137. Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)] states “In any action 

or proceeding brought or instituted by the Commission under any provision of the securities 

laws, the Commission may seek, and any Federal court may grant, any equitable relief that may 

be appropriate or necessary for the benefit of investors.” 

138. The Relief Defendants have received investor funds derived from the unlawful 

acts, practices and scheme of the Defendants under circumstances dictating that, in equity and 

good conscience, they should not be allowed to retain such funds. 

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139. Further, specific property acquired or improved by the Relief Defendants is 

traceable to Defendants’ wrongful acts, and there is no reason in equity why the Relief 

Defendants should be entitled to retain that property. 

140. As a result, the Relief Defendants are liable for unjust enrichment and should be 

required to return their ill-gotten gains, in an amount to be determined by the Court.  The Court 

should also impose a constructive trust on property in the possession of the Relief Defendants 

that is traceable to the Defendants’ wrongful acts. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Enter a permanent injunction restraining defendants Carrillo 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 Sections 10(b) and 13(d) of the Exchange Act [15 

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

(c)]. 

B. Enter a permanent injunction restraining defendants Wilson and Wall, 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 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. §§77q(a)(1)-(3)], and 

Sections 10(b) and 13(d) of the Exchange Act [15 U.S.C. §§78j(b), 78m(d)] and Rules 10b-5(a), 

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

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C.  Order the 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 the 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 Bahadoorsingh, Wall and Wilson 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. Order the Relief Defendants to disgorge, with prejudgment interest, all ill-gotten 

gains obtained by reason of the unlawful conduct alleged in the Complaint; 

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. 

JURY DEMAND 

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

DATED:  August 4, 2021   Respectfully submitted, 

/s/ Kathleen B. Shields____________ 
Kathleen B. Shields (Mass Bar No. 637438) 
Eric A. Forni (Mass Bar No. 669685) 
Susan Anderson (DC Bar No. 978173) 
Amy Gwiazda (Mass Bar No. 663494) 

      SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office 
33 Arch St., 24th Floor  
Boston, MA 02110 
Phone: (617) 573-8904 (Shields direct),  
(617) 573-8827 (Forni direct) 
(617) 573-4538 (Anderson direct) 
Fax: (617) 573-4590 (fax) 

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[email protected] (Shields email) 
[email protected] (Forni email) 
[email protected] (Anderson email) 

 

                                            

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mailto:[email protected]
mailto:[email protected]
mailto:[email protected]