SEC v. CHARLIE ABUJUDEH, No. 1:21-cv-04110, Eastern District of New York (July 22, 2021) — Complaint

Nita Klunder
David D’Addio*
Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)
*Not admitted in the U.S. District Court for the Eastern District of New York

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
      Plaintiff,
 v.

CHARLIE ABUJUDEH,

    Defendant.

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

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission”), alleges the
following against the defendant:
SUMMARY
1. This is a securities fraud enforcement action.  Defendant Charlie Abujudeh
engaged in fraudulent schemes to sell publicly traded stock to retail investors.  From not later
than August 2019 through at least September 2020 (the “Relevant Period”), Abujudeh, acting in
concert with others, schemed to fraudulently sell the stock of microcap companies Odyssey
Group International,  Inc. (“Odyssey”), Scepter Holdings, Inc. (“Scepter”), and CannaPharmaRx,
Inc. (“CannaPharmaRx”) to investors in the public United States securities markets.

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2. The linchpin of Abujudeh’s schemes was his control of nearly all of the stock that
was deposited with brokerage firms and available for public trading (the “float”) for each of
these securities.  This control enabled him to manipulate the market for these securities using a
variety of deceptive tactics, most often through deceptive promotional campaigns that he funded
and controlled.
3. With respect to Odyssey, by August 2019, Abujudeh had amassed 2.5 million
shares which constituted about 98 percent of the Odyssey float.  Abujudeh and those with whom
he was acting in concert then hired stock promoters to tout Odyssey to potential investors over
the phone using high-pressure sales tactics.  Abujudeh referred to these stock promoters as his
“phone room,” which began soliciting investors in or around January 2020.  Abujudeh knew or
was reckless in not knowing that the phone room promoting Odyssey on his behalf engaged in
deceptive conduct, including by making false and misleading statements to investors, and
concealing material facts regarding, among other things:  Abujudeh’s control of nearly the entire
Odyssey float; Abujudeh and his associates’ funding of the phone room; Abujudeh’s intention to
sell his Odyssey stock into the demand his phone room generated; Abujudeh’s coordination of
the promotional campaign with others, including one or more Odyssey shareholders and/or
company affiliates; and Abujudeh’s plan to share the profits from his stock sales with such
individuals.
4. Using these deceptive tactics, the phone room touting Odyssey on Abujudeh’s
behalf convinced unwitting investors to purchase thousands of shares of Odyssey stock.  The
volume of trading, however, failed to meet Abujudeh’s expectations.  So Abujudeh and his
associates fired the phone room and agreed to hire an individual whom they believed ran a
different phone room that was capable of convincing investors to purchase hundreds of

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thousands of shares per week.  Abujudeh was unaware, however, that the individual he and his
associates were attempting to hire was, in fact, a cooperating witness (“CW”) who was working
undercover on behalf of the Federal Bureau of Investigation (“FBI”).  The CW recorded
numerous phone calls and captured numerous encrypted text communications with Abujudeh
and two of his associates, including an associate identified herein as “Person 2.”  Abujudeh
agreed to pay the CW a 35 percent commission on Odyssey purchases from Abujudeh that the
CW generated through his phone room, and required the CW to convince investors to buy at
least 40,000 Odyssey shares per day, or he would terminate their deal.  That 40,000 share
requirement far surpassed ordinary investor interest in Odyssey stock; in the 30 months
preceding Abujudeh’s promotional campaigns, Odyssey shares were traded on just 25 days; on
those 25 days, the trading volume averaged just 351 shares per day.
5. Abujudeh and Person 2, working in concert with others, enlisted the CW to
participate in Abujudeh’s fraudulent scheme to manipulate the market for Odyssey shares so that
Abujudeh could liquidate his Odyssey shares at artificially inflated prices.  In recorded calls and
encrypted text messages, they discussed with the CW various aspects of the scheme, including,
among other things:
• the manner in which they would manipulate the price of Odyssey shares;
• the importance of Abujudeh’s control of the float to the successful execution of
the scheme;
• Abujudeh’s close relationship with Odyssey’s management and his advance
notice of press announcements from the company that could be used in
connection with the stock promotion campaign; and

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• the fact that Abujudeh and Person 2 were working in concert with other
Odyssey shareholders and/or company affiliates, and that these individuals
expected to profit from Abujudeh’s promotional campaigns.
6. In connection with his fraudulent scheme, Abujudeh orchestrated with the CW
two transactions in which Abujudeh believed he was selling stock to investors who had been
recruited by the CW.  Abujudeh and the CW coordinated the timing, offering price, and bidding
price for these market transactions, which resulted in Abujudeh unwittingly selling 7,000
Odyssey shares to the FBI for approximately $15,840.  Abujudeh wired the CW’s commission of
$5,492 for these stock sales to a bank account controlled by the FBI.
7. Ultimately, Abujudeh was unable to hire the CW because neither the CW nor the
FBI was actually running a phone room to promote penny stocks.  So Abujudeh instead funded
and controlled an email and web-based promotional campaign touting Odyssey stock to
investors.
8. Abujudeh’s email and web campaign, like his phone room, was part of his
deceptive scheme to sell his Odyssey shares.  Among other things, Abujudeh caused the stock
promoters he hired to conceal that he controlled virtually all of the Odyssey float; funded the
promotional campaign; intended to sell his Odyssey stock into the demand his digital promotions
generated; and coordinated the promotional campaign with others, including one or more
Odyssey shareholders and/or affiliates with whom he was sharing the proceeds from his stock
sales.  The digital promotions carried various disclaimers, but often failed to disclose material
information, including the information described above, and were part of Abujudeh’s scheme to
defraud investors.

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9. Abujudeh’s deceptive promotional campaign was successful.  In all, Abujudeh
generated approximately $2.6 million in illicit proceeds by selling Odyssey stock to investors
during the promotions he funded.  As Abujudeh closed in on liquidating all 2.5 million of his
Odyssey shares and had concluded his promotional campaign in or around July 2020, he began
paying an Odyssey insider with whom he had been coordinating a total of $350,000.
10. Abujudeh’s scheme operated in a similar manner with respect to at least two other
companies, Scepter and CannaPharmaRx.  He funded and controlled email and web-based
promotional campaigns touting these securities without disclosing that he controlled the vast
majority of the float for each of them and that he was simultaneously selling his shares into the
increased demand that his campaigns had generated.  In all, Abujudeh generated approximately
$3.2 million in illicit proceeds by selling his Scepter stock, and another $3.3 million in illicit
proceeds by selling his CannaPharmaRx stock, during his respective campaigns promoting these
companies.
11. At the time that Abujudeh sold his Odyssey, Scepter, and CannaPharmaRx 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 the relevant securities laws described herein.  No exception
from the registration requirement applied.
VIOLATIONS
12. As a result of the conduct alleged herein, Abujudeh 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), and 77q(a)(1), (3)], Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and
(c) thereunder [17 C.F.R. §240.10b-5(a), (c)].

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
13. The Commission seeks emergency preliminary relief, including a temporary
restraining order against further violations of the federal securities laws and an emergency asset
freeze to preserve the assets necessary to satisfy an eventual judgment against the defendant,
including disgorgement of ill-gotten gains.  The Commission also requests an immediate
accounting, a repatriation order, and an evidence preservation order to facilitate the prompt
resolution of this matter on the merits.
14. The Commission further seeks a permanent injunction against the defendant,
enjoining him from engaging in transactions, acts, practices, and courses of business of the type
alleged in this Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set
forth in this Complaint, together with prejudgment interest; civil penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. §77t(d)] and/or Section 21(d)(3) of the Exchange Act [15
U.S.C. §78u(d)(3)]; an order barring the defendant from participating in any offering of a penny
stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and/or 21(d) of the
Exchange Act [15 U.S.C. §78u(d)]; an order prohibiting the defendant from acting as an officer
or director of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. § 781], or that is required to file reports pursuant to Section 15(d) of
the Exchange Act [15 U.SC. § 78o(d)]; and such other relief as the Court may deem appropriate.
JURISDICTION AND VENUE
15. 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].
16. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.

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§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 Eastern
District of New York, 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, on at least two occasions, Abujudeh wired proceeds from unlawful stock sales to a
bank account located in the Eastern District of New York.  In addition, several individuals
residing in the Eastern District of New York purchased Odyssey, Scepter, and CannaPharmaRx
stock during promotional campaigns Abujudeh funded during the Relevant Period
DEFENDANT
17. Charlie Abujudeh, age 48, is a California resident.
RELATED INDIVIDUALS AND ENTITIES
18. Investor 1, age 51, is a California resident.  Stock promoters hired directly or
indirectly by Abujudeh and his associates used deceptive tactics to persuade Investor 1 to buy
Odyssey shares.
19. Investor 2, age 62, is an Oklahoma resident.  Stock promoters hired directly or
indirectly by Abujudeh and his associates used deceptive tactics to persuade Investor 2 to buy
Odyssey shares.
20. Person 1, age 52, is a California resident and is a founder of Odyssey who is the
beneficial owner of more than 10 percent of Odyssey’s outstanding shares.  During the Relevant
Period, Person 1 was involved in Odyssey’s operations and communicated directly with
Odyssey’s CEO on company matters.
21. Person 2, age 62, is a California resident.  Person 2 schemed with Abujudeh to
promote Odyssey and other companies, as discussed herein.

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22. Odyssey Group International,  Inc. describes itself as being primarily “in the
business of surgical & medical instruments & apparatus” and in the “development and
acquisition of medical products and health related technologies.”   Odyssey (Ticker:  ODYY)
trades on OTC Link (previously, the “Pink Sheets”), operated by OTC Markets Group, Inc.
Odyssey was incorporated in Nevada in 2014, and has executive offices in Irvine, California.
23. Scepter Holdings, Inc., describes itself as managing “the sales and brand
development of high-performance consumer packaged goods.”  Scepter (Ticker:  BRZL) trades
on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive offices in Las
Vegas, Nevada.
24. CannaPharmaRx, Inc., describes itself as intending “to engage in acquisitions or
joint ventures with a company or companies that will allow [it] to become a national or
internationally branded cannabis cultivation company, or otherwise engage in the cannabis
industry.”  CannaPharmaRx (Ticker:  CPMD) trades on OTC Link.  CannaPharmaRx was
incorporated in Colorado in 1998 under another name and was eventually re-domiciled in
Delaware in 2010, and has executive offices in Calgary, Alberta.
BACKGROUND
25. 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.  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

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buying, and about those from whom they would be buying that stock.
26. An “affiliate” of a publicly traded company (also known as an “issuer”) is a
person or entity that, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such issuer (i.e. a control person).  “Control”
means the power to direct 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 the outstanding shares of a stock
according to SEC Rule 144 [17 C.F.R. §230.144].  A group of individuals and/or entities acting
in concert may collectively be an “affiliate” of an issuer.
27. “Restricted stock” is stock of an issuer that is acquired from an issuer, or an
affiliate of the issuer, in a private transaction that is not registered with the Commission.  Absent
an exemption under the federal securities laws and rules, restricted stock cannot legally be
offered or sold to the public unless a securities registration statement has been filed with the
Commission (for an offer) or is in effect (for a sale).  Such registration statements are submitted
and filed with the Commission on Form S-1 and are often referred to as “S-1 registration
statements.”  The S-1 registration statement contains important information about an issuer’s
business operations, financial condition, results of operation, risk factors, and management.
28. “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

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necessarily suffice to register subsequent offers and sales by the same or different parties.  Thus,
when a control person buys publicly-traded or otherwise unrestricted shares in the company that
person controls, those shares automatically become subject to the legal restrictions on sales by an
affiliate, 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.
29. 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 and other periodic disclosures) on the
OTC Markets website for investors to review and consider when making investment decisions.
30. 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.
31. “Penny stock,” as used herein, generally refers to a security issued by a very small
company that trades at less than $5 per share.
32. 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.

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THE FRAUDULENT SCHEMES

Example 1:  Odyssey
33. Odyssey was incorporated in Nevada in March 2014 and operated as a publicly
traded company during the Relevant Period.
34. In 2014, approximately 37 individuals and entities purchased a total of 14,750,000
shares of Odyssey in a private placement for a total of $147,500.  Odyssey filed a Form S-1
registration statement with the Commission that became effective (as amended) on or about July
30, 2015.  The stated purpose of the Form S-1 was to register the sale of these 14,750,000 shares
by the 37 individuals and entities to the public.
Abujudeh’s Acquisition of Odyssey Shares
35. Among the 14,750,000 Odyssey shares identified in the Form S-1 were 2.5
million shares owned by a California company.    Abujudeh later purchased the 2.5 million shares
held by this California company for $100,000 pursuant to a stock purchase agreement dated
August 8, 2019.  Abujudeh purchased the shares through his company, Intermarket Associates
LLC (“Intermarket”).  Abujudeh incorporated Intermarket in 2018 and is the company’s sole
member and manager.
36. Abujudeh provided an attorney opinion letter to Odyssey’s transfer agent, which
then issued   Intermarket’s 2.5 million shares without restrictive legends.
1
  Abujudeh then
deposited the shares with brokerage firms in or about August 2019.

1
 A transfer agent is a company that, among other things, issues and cancels certificates of a
company’s stock to reflect changes in ownership.  Many companies that have publicly traded
securities use transfer agents to keep track of the individuals and entities that own their stocks.
Transfer agents routinely keep track of whether shares are restricted from resale.  They often rely
on opinion letters from attorneys in determining whether restrictive legends should be removed
from shares.

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37. The absence of restrictive legends on the stock certificates indicates that the
shares are immediately and freely tradeable.  As noted, however, whether subsequent sales
require registration with the Commission is determined on a transaction-by-transaction basis,
regardless of whether shares were at some previous time deemed “unrestricted.”
38. At the time of the deposit, Abujudeh, through Intermarket, controlled
approximately 98 percent of the deposited shares available for trading (i.e., the float).
Abujudeh Funds a Deceptive Telephone Promotion Victimizing Investor 1 and
Investor 2

39. Investor 1 was not a sophisticated investor and had never invested in penny
stocks.  Investor 1 instead invested primarily in diversified mutual funds through his 401(k)
retirement account, which was held at a large broker-dealer affiliated with one of the largest
mutual fund companies in the world.  In late January 2020, an individual purporting to be from
“Investor’s Quarterly” (“IQ”) contacted Investor 1 multiple times by phone, touting Odyssey as
an investment.  In one of the calls, t  he caller claiming to be an IQ representative was joined by
another individual who falsely claimed that he worked for the broker-dealer where Investor 1
held his retirement investments.  These two individuals convinced Investor 1 to roll over his
company-directed 401(k) account into a self-directed IRA brokerage account; sell his shares of a
diversified retirement fund (worth about $130,000 at the time); a nd purchase Odyssey shares
with the proceeds.  These individuals were part of the phone room that was promoting Odyssey
on behalf of Abujudeh and his associates.
40. The callers who identified themselves as IQ representatives continued to
communicate with Investor 1 about Odyssey shares by phone, text messages, and email from late
January through March 2020.  On January 30, 2020, one of the IQ representatives convinced
Investor 1 to make his first four purchases of Odyssey stock, totaling 8,000 shares for $16,290.

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After Investor 1 successfully bought his first lot of Odyssey shares, the IQ representative emailed
Investor 1:  “Congrats [Investor 1], Your Order was filled it looks like!”  Later that day, the same
IQ representative wrote, “I saw some orders go through I hope they were yours!”  They were, in
fact, Investor 1’s orders, as he accounted for 97 percent of the trading in Odyssey’s stock that
day.  This IQ representative told Investor 1 over the phone that Investor 1 would likely grow his
retirement savings over the next four months to about a quarter million dollars.
41. Over the next few weeks, the IQ representatives instructed Investor 1 precisely
when and at what price to bid on Odyssey shares using his online brokerage account, funded by
liquidating his retirement savings.  The IQ representatives pressured Investor 1 to be available at
all times to execute Odyssey trades.  Moreover, the IQ representatives instructed Investor 1 to
make bids at specific, escalating prices over time.
42. From January 30 through February 20, 2020, Investor 1 bought approximately
61,800 Odyssey shares for approximately $126,000.  Nearly every Odyssey share that Investor 1
bought was sold into the market by Abujudeh, through his company,  Intermarket, as shown in
the chart below.
Date
Shares Purchased
by Investor 1
Shares Sold by Abujudeh
(Intermarket)
Total Market
Volume
Closing
Price
1/30/2020                        8,000                                (8,250)                     8,262   $            2.04
1/31/2020                       20,000                                (21,850)                   22,350   $            2.00
2/3/2020                        5,000                                 (9,340)                     9,350   $            2.00
2/4/2020                       10,000                                (12,400)                   13,000   $            2.01
2/5/2020                        4,000                                 (4,000)                     4,000   $            2.01
2/6/2020                        4,500                                 (4,100)                     4,600   $            2.08
2/7/2020                        5,000                                (10,000)                   10,142   $            2.10
2/11/2020                        5,000                                 (9,100)                     9,470   $            2.14
2/18/2020                           100                                 (4,777)                     5,877   $            2.19
2/19/2020                           100                                    (700)                        700   $            2.23
2/20/2020                           100                                    (100)                        280   $            2.27

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43. By mid-February, Investor 1 was becoming concerned about Odyssey’s
performance and was having difficulty reaching his contacts at IQ.  So Investor 1 contacted
Odyssey directly by phone.  Person 1 returned Investor 1’s call on behalf of Odyssey on
February 18, 2020, leaving a voicemail in which he stated he was a founder of Odyssey and was
returning Investor 1’s call because the CEO was out of the country.  Investor 1 eventually spoke
by phone several times with Person 1, who denied knowing the IQ representatives and provided
general information about Odyssey and the fluctuation of its stock price.
44. Person 1 was the beneficial owner of more than 10 percent of the total outstanding
shares of Odyssey,
2
 was involved in the company’s operations, and communicated regularly with
Odyssey’s CEO by email about the company’s business.  Through those interactions with the
company and its CEO, Person 1 also had inside information about the Company’s operations and
often had advance notice of press releases.  Person 1 was therefore an “affiliate” of Odyssey
under the relevant securities laws and rules promulgated thereunder.  Person 1 was also in
frequent contact by phone with Abujudeh; dozens of communications took place between
January 1, and July 10, 2020.  As Abujudeh closed in on selling all 2.5 million of his Odyssey
shares into the promotional campaigns he funded, Abujudeh paid Person 1 a total of $350,000
through Company A.  According to wire transfer records, the payments were for “marketing”
and “consulting services.”  Commission staff spoke to Person 1 by telephone on March 15, 2021.

2
 Person 1’s shares were held in the name of a separate entity (“Company A”).  According to
SEC filings, Company A is purportedly owned by Person 1’s wife.  However, Person 1 has
identified himself as a former managing director of Company A; told the Odyssey CEO that he
controlled Company A; and continued to control the disposition of Odyssey stock held in the
name of Company A during the Relevant Period.  For example, in or about July 2020, Person 1
acting on behalf of Company A, instructed a transfer agent to divide Company A’s holdings of
stock between two entities and to send the new stock certificates to him at his home address,
providing his personal telephone number and email to the transfer agent for follow up.  Person 1
also has signing authority for Company A’s bank account.

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In that call, Person 1 denied knowing Abujudeh.  However, records reflect that Person 1 and
Abujudeh called each other twice within the month following the March 15, 2021 conversation
with Commission staff.
45. Investor 1’s final purchase of Odyssey shares occurred on February 20, 2020.
Soon thereafter, an IQ representative told Investor 1 to sell his Odyssey shares and purchase a
different penny stock that was the subject of another, unrelated promotional campaign.
Investor 1 was unaware that in late February 2020, Abujudeh and his associates fired the
operators of IQ, which caused IQ to tout a different penny stock to Investor 1.  Following
instructions from IQ representatives, on March 5, 2020, Investor 1 began selling his 61,800
Odyssey shares.  He did so mostly in two large tranches on March 10 (11,165 shares) and April
1, 2020 (48,985 shares).
46. Investor 1 lost approximately $39,533 from his Odyssey investment.  Because
there were, at the time, few people seeking to buy Odyssey shares, the thousands of shares
Investor 1 offered into the market could have caused the share price to collapse.  However, at the
time, Abujudeh still owned just under 2.5 million shares of Odyssey stock and was planning to
hire new stock promoters.  In order to preserve the value of his own shares, and support the
success of his future promotion of the stock, Abujudeh purchased most of the Odyssey shares
that Investor 1 sold in the market, thereby propping up the share price.
47. IQ representatives solicited another individual, Investor 2, to purchase Odyssey
stock in January 2020.  On or about January 27, 2020, an IQ representative placed an unsolicited
phone call to Investor 2, during which he told Investor 2 that Odyssey was a great investment
opportunity and that Investor 2 needed to invest quickly.  Investor 2 was not familiar with
Odyssey, nor had he ever invested in a microcap stock.  Also on January 27, 2020, IQ sent an

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email to Investor 2 that stated in part:  “We believe the shares of ODYY will double in value
prior to the end of the calendar year.”
48. Beginning on January 28, 2020, Investor 2 followed IQ’s recommendation and
used his retirement savings to purchase Odyssey stock on four separate dates, buying a total of
6,000 shares.  Investor 2 acquired those shares at prices between $2.02 and $2.19 per share.
49. On January 30, 2020, IQ sent an email to Investor 2 that stated in part:  “[L]et me
know how many shares of ODYY you were able to pick-up today, and at what price.  Its [sic]
important that we track how many shares are purchased based on our recommendation because it
impacts our selling strategy as well.”   IQ emailed again on February 12, 2020 about tracking
Investor 2’s purchases because “our sell recommendation is at least partially predicated on the
number of shares we believe will be liquidated when we do provide said recommendation.”  IQ
did not inform Investor 2 that Abujudeh was paying commission on all Odyssey purchases that
IQ generated, and that IQ was tracking investors’ purchases to ensure those commissions were
paid.
50. When Investor 2 later tried to contact IQ with concerns about Odyssey’s declining
stock price, IQ did not respond.  Investor 2 sold all of his shares on May 26, 2020, sustaining a
loss of approximately $7,217.
51. Abujudeh knew, or was reckless in not knowing, that the stock promoters that he
directly and indirectly hired would not disclose that he controlled nearly the entire float of
Odyssey shares; that he and his associates were funding the promotion, paying the promoters a
commission based on the Odyssey stock purchases they generated; that he was selling shares into
the promotion he and his associates funded; and that Abujudeh was coordinating the stock
promotion and his sale of Odyssey stock with one of more Odyssey shareholders and/or

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affiliates, including Person 1.  He further knew or was reckless in not knowing that the stock
promoters that he directly and indirectly hired would employ additional deceptive means as
described above to convince investors to purchase Odyssey shares.  Abujudeh’s state of mind is
evidenced, in part, by subsequent conversations in which he and his associates described their
fraudulent intent and deceptive scheme to the CW and others in a series of encrypted text
messages and recorded conversations.
52. Abujudeh’s conduct in carrying out this promotional campaign, as described
herein, constituted a scheme to defraud, and/or acts, practices, and courses of business that
operated or would operate as a fraud or deceit upon other persons.  Abujudeh engaged in this
conduct and employed this scheme in connection with the offer and sale of Odyssey shares,
including shares offered and or sold to Investors 1 and 2.  This conduct was also part of a broader
deceptive scheme to defraud and/or a broader set of as acts, practices, and courses of business
that operated or would operate as a fraud or deceit in connection with the offer and sale of
Odyssey stock as described herein.
Abujudeh’s Scheme To Manipulate the Market for Odyssey Shares By Hiring the
CW

53. In February 2020, while Investor 1 was still buying Odyssey shares at the
recommendation of IQ, Abujudeh and his associates, including Person 2, were planning to hire a
different phone room to promote Odyssey to investors.  Abujudeh was dissatisfied with the
volume of Odyssey purchases IQ was generating.  Abujudeh explained to the CW in a
conversation surreptitiously recorded by the CW on February 26, 2020:  “I’ve got a phone room,
and it’s just been excuse after excuse. . . .”  He said that the stock promoters he had hired “jerked
us around . . . for more than six weeks now,” which put Abujudeh “behind the eight ball” and
eager to quickly generate high demand for Odyssey shares.  He and Person 2 further complained

18

in another conversation that the phone room was claiming credit for generating bids on Odyssey
stock, when Abujudeh knew that he had placed the bids himself to support the share price and to
generate trading volume.
54. Acting at the direction of the FBI, the CW told Abujudeh that he ran a stock
promotion call room in Medellin, Colombia that could generate up to $3.5 million per month in
stock purchases, depending on the penny stock at issue.  Abujudeh and Person 2 fired IQ and
offered the Odyssey promotional campaign to the CW on February 26, 2020.  With Abujudeh on
the phone, Person 2 told the CW:  “I’m here with Charlie [Abujudeh].  And basically, long story
short, ODYY [the ticker symbol for Odyssey] is available if you can start quick.  Just fired the
other phone line that was on it.  And Charlie’s built landing pages.  Everything’s ready to go.”
IQ was, in Person 2’s words, “the other line” that was promoting Odyssey.
3
  “Landing pages”
refers to promotional websites to which stock promoters can refer potential stock purchasers,
either by phone or email.
55. Abujudeh, and Person 2 agreed to pay the CW 35% of Odyssey stock purchases
from Abujudeh that the CW’s phone room generated.  Abujudeh expected the CW to generate
purchases of 100,000 shares in the first week the call room operated, and approximately 500,000
shares per week thereafter.  Abujudeh further required the CW to generate purchases of at least
40,000 Odyssey shares per day (200,000 shares per week).  As noted above, from the first public
trade of Odyssey shares in 2017 until the time Odyssey hired IQ (about 30 months), the total

3
 Abujudeh was in direct communication with a Canadian individual who purported to run the
phone room that identified itself as IQ.  As noted above, shortly after Abujudeh and his
associates fired IQ, the IQ representatives instructed Investor 1 to sell his Odyssey shares and
purchase shares of another penny stock that was the subject of an unrelated promotional
campaign.

19

volume of odyssey trading was 8,765 shares—far less than Abujudeh hired the CW to generate
in a single day.
56. Over the course of several conversations and encrypted text messages from
January 29 through March 11, 2020, Abujudeh and Person 2 continued to discuss with the CW
and others how the fraud scheme would operate.
Abujudeh’s Control of the Odyssey Float
57. First, Abujudeh and Person 2 understood that it was essential for Abujudeh to
control the Odyssey float at the outset of the promotion.  Otherwise, third parties could sell into
Abujudeh’s promotion, depressing share prices, undercutting his profits, and otherwise
benefiting from the inflated demand that Abujudeh’s promotion would create.    Indeed,
Abujudeh’s control of the float was the linchpin of their scheme—and a subject that Abujudeh
and Person 2 discussed with the CW numerous times, including on February 11, 2020.  In a
recorded call that day, the CW noted that according to information publicly available on OTC
Markets, the Odyssey float was approximately 15 million shares.  But Abujudeh corrected him:
“No there’s is not.  . . . [T]here’s nothing outside our control.  They’re probably 100,000 shares
max.”  Abujudeh understood that despite a large number of unrestricted Odyssey shares in
existence, his nearly 2.5 million Odyssey shares constituted almost all of the shares that were
deposited and available for public trading.
58. Abujudeh and the CW continued to discuss the importance of controlling the
Odyssey float on February 26, 2020, when Abujudeh confirmed that he controlled all but
approximately 100,000 Odyssey shares available to trade:
CW I’ve been doing this for a very long time, obviously.  And the
one thing that kills a deal is when there are shares that we don’t
control.  When there are people that actively have stock that are
selling into what we’re trying to do, it usually – it kills us, man.

20

So do you – How many shares do you think the other room
maybe put through, or what do you think is out of our control?
Abujudeh There’s probably . . . 80,000 out of control.
CW It’s not horrible.  . . .  Do you know about what they paid for it?
Abujudeh Oh, over two bucks. . . . And there was originally 20,000 in the
float, which is normal.  I mean –
CW Yeah so you were saying – I mean, in total there might be about
100K against us.
Abujudeh Exactly.  The sooner you can start the better . . .

In this call, Abujudeh confirmed that he had sold very few of his 2.5 million Odyssey shares
through the prior phone room (IQ) he and his associates hired, and that there were no more than
100,000 Odyssey shares owned by anyone other than him (including the roughly 67,000 shares
purchased by victims of his prior phone room—Investors 1 and 2).
Abujudeh’s Scheme To Manipulate Trading Volume and Share Price Through
Deceptive Promotion and Control of the Float

59. Abujudeh understood that by hiring the CW he would be able to not only generate
demand for Odyssey shares through deceptive sales pitches.   He also could convince Odyssey
investors to hold their shares, and thereby support Odyssey’s share price, while A bujudeh
dumped his shares into the market.
60. In one of their earliest conversations, Abujudeh and the CW discussed how they
intended to manipulate the market for Odyssey shares by recruiting investors to bid at steadily
escalating prices, and employing daily trading volume targets:
Abujudeh We're offered at 2.14 right now.
CW Okay, perfect, perfect.  So you know the deal then.  So that’s –
we’ll kind of just set like a daily parameter.  Maybe we’ll do –
start with 50,000 [shares] at [$]2.15 and then we’ll do 50,000 at
[$]2.16 and 50,000 at [$]2.17.  You know?
Abujudeh Exactly.
CW ... It’ll be easy, man.
61. Abujudeh and Person 2 both discussed with the CW a plan to recruit investors to
purchase relatively small stakes in the company—as little as 1,000 shares, for example, at the

21

outset.  Abujudeh and Person 2 both understood that bringing in new investors would generate
demand for the stock and increase its share price, and that the CW would then return to the same
investors after the share price had risen and use deceptive tactics to convince those shareholders
to dramatically increase their investments over time, enabling Abujudeh to dump more shares.
62. In a March 10, 2020 conversation with Abujudeh, for example, the CW stated that
in the first weeks of the campaign, what matters more than the total volume of shares sold was
that “we get 20 investors, 30, 40 investors . . . to look at the stock.  Then it goes up 12 or 13
percent.  They start believing the story.  . . . and then the big money starts to come on top of
that.”  The CW told Abujudeh that the initial shareholders would “have price targets or reason to
believe it might go to 5 or 6 [dollars per share], and they buy a thousand shares at 2 [dollars per
share].  And then it’s at 2.20 and they feel like, ‘Holy shit.  This thing is really working.  I need
to get 5,000 more shares.’  And then it’s at 2.50, and they’re saying, ‘Oh my God.  I’m about to
miss out.’  Then they go up to 10, 20, 30,000 shares. . . . That is, like, the whole business
model. . . .”  Abujudeh replied, “I got you.”
63. Abujudeh recognized that as he sold his shares into the promotion, the individuals
who bought his shares could re-sell them, potentially depressing the stock price and/or earning
profits that Abujudeh would have otherwise captured.  For example, on March 6, 2020,
Abujudeh and the CW discussed the then-current market offers to sell Odyssey stock, and
Abujudeh expressed frustration that one of the offers was from an individual he believed was
recruited by IQ:
CW [Y]esterday, I'm sure you probably saw that . . . NITE
4
 was
offering like 5,600 shares at like two-twenty-nine [$2.29 per
share].
Abujudeh Yes.

4
 NITE is the identifier for market maker Knight Capital Group.

22

CW Yeah, man.  And so obviously I assumed that was not us.
Abujudeh No, that definitely wasn’t us.  And I think what it was is those
idiots got somebody to buy it.  And of course, we paid them on
it.  And now, that person wants out.
In this portion of the conversation, Abujudeh confirmed that he was not the seller offering 5,600
Odyssey shares at $2.29 per share.  Abujudeh then informed the CW that he believed the prior
stock promoters (“those idiots”), who were working for Abujudeh and his associates, had
convinced someone to purchase the Odyssey stock but failed to convince that purchaser to hold
the stock once Abujudeh and his associates paid the promoters their commission on the sale.
5

The CW reassured Abujudeh that although some investors would inevitably sell early, he
intended to “pitch” Odyssey as a longer-term investment so that his investors would hold onto
the stock:
[Y]ou can’t help it, it’ll happen eventually.  You know, people will
try to do that.  But I’m pretty damn good at keeping a tight, you
know, wrap on my clients, man. . . .  [S]ome people pitch real
shitty.  We pitch for, you know, six months out.  So these guys’
[i.e., people he convinces to buy Odyssey] understanding is that
it’s going to be a process.  There might be some ups, there might
be some downs, but we’re in it for the big haul, you know.

64. Abujudeh acknowledged the plan and discussed the possibility of conducting a
joint email promotional campaign after Abujudeh sold his shares allowing certain investors the
CW recruited to “also get out” of their positions in Odyssey and be recruited for other stock
promotion schemes.
65. In a later conversation with Abujudeh, the CW reassured him again that the CW’s
personal conversations with investors would mitigate the risk of investors taking short-term

5
 Abujudeh expressed frustration with the performance of his prior phone room in other
conversations as well.  On March 10, 2020, for example, Abujudeh told the CW, “I just don’t
want us to waste another week and move like 40, 50,000 shares and—I’ve wasted two months
with these idiots that” Person 2 and another associate “introduced us to.”

23

profits and selling significant quantities of shares during the promotion:  “You’re not going to
see people flipping out and dumping because they’re talking to a voice.  They understand it’s
going to take six months.  You know, they’re looking for certain things to happen.”  The CW
said he acts “like the director of investor relations” on his calls with investors.  The CW and
Abujudeh discussed how the CW’s ability to speak directly with his investors could minimize the
risk of any large sell-offs.
66. Abujudeh understood that the CW would not reveal that Abujudeh was funding
the promotion and simultaneously dumping his stock, which constituted nearly the entire supply
of Odyssey shares.  In fact, Abujudeh and Person 2 agreed that commission payments for the
phone room sales would be routed through a third party that did not own Odyssey shares to
conceal his involvement.  They further agreed that they would sign what the CW described as
“something like a retainer agreement for marketing services or something stupid like that.”
Abujudeh Coordinated His Actions With One or More Odyssey Shareholders
and/or Affiliates

67. Over the course of several conversations, Abujudeh and Person 2 described
Abujudeh’s relationship with Odyssey and their coordination of their promotion and share sales
with one or more Odyssey shareholders and/or affiliates.
68. On February 11, 2020, for example, Abujudeh and Person 2 confirmed they had a
close relationship with the company and that Abujudeh had advance notice of press releases from
the company:
CW But let me ask you guys a question.  How, how tight are you
guys with ODYY? If we need some news or need a PR [press
release] or something like that, can we get it out?
Abujudeh [inaudible] We’ve got news tomorrow. [inaudible] . . . [To
Person 2, referring to prior promoter:] . . . he’s required three
news releases so far.  The company can’t just keep making up
shit.

24

Person  2 Yeah, no we’re tight with the company.  Good relationship with
the company.
CW Okay, cool.  Just, yeah, you just want to make sure the CEO is
not, like, against us, you know what I’m saying? If we need a
news article or we need, you know, something to, to help us if
we get stuck, it’s sometimes nice to –
Abujudeh There, there was recent news on it and there’s news going to be
on it tomorrow.
69. On March 9, 2020, Person 2 called the CW to provide “just a little more
background” about Abujudeh’s relationship with Odyssey.  Person 2 stated that the “relationship
with corporate . . . is a little bit strained because of false promises of different IR [investor
relations] groups” that were previously involved in promoting Odyssey’s stock.  Person 2 further
conveyed that Odyssey’s management (which he described as “the corporate end”) was
frustrated by the lack of trading volume generated from Abujudeh’s promotion of Odyssey
involving prior news releases, and noted that the prior promoters had misled Abujudeh and
Person 2 about their ability to generate trading volume from company news.
70. In a March 11, 2020, call with Person 2, the CW said that Abujudeh had
unrealistic expectations of sustaining a phone campaign that would keep a share price well above
$2 per share while supporting Abujudeh’s dump of millions of shares.  Person 2 explained
Abujudeh’s desire to maintain a higher share price:
ODYY [the ticker symbol for Odyssey] has been going on for—shit,
we’ve been involved for two months and he [Abujudeh] probably – he’s
had it for four months probably. . . . and the problem is he’s got a
company that’s expecting a million bucks four months ago.  And they’re
calling him every day:  “Where’s my million bucks?”  He’s got pressure,
pressure, pressure and the problem is he puts that pressure on me and he
puts that pressure on you.  So I try to find solutions for him.  Right?  So, if
you’re not going – $100,000 a day, he [Abujudeh] calls me:  “  Why is [the
CW] not doing $100,000 a day?  You said he was a great guy and could
do miracles and all this stuff.”  I’m like:  “What the fuck?”  You know
what I mean?

25

71. Moreover, Abujudeh was coordinating his share dump with one or more other
shareholders, who would sell their shares after Abujudeh liquidated his.  In late January 2020,
Person 2 told the CW in an encrypted text message that the Odyssey promotion would involve
“2.5 million shares, then another 2 million after that.”  As described herein, Abujudeh was
dumping his 2.5 million shares into the market; the additional 2 million shares to follow
belonged to one or more other shareholders awaiting the completion of Abujudeh’s sales.
72. In later text messages and a conversation with the CW in March 2020, Person 2
explained there were likely an additional 2.5 million shares to follow Abujudeh’s sales.  Person 2
explained that Abujudeh has “investors that bought the debt got all the shares.  They got, I think,
a total of 5 million shares and for that 5 million shares they got dollar expectations.  And like the
company wants like, oh, 2 million.  His investors want—everybody wants a certain amount of
cash.”
73. Regarding the CW’s commission, Person 2 explained that he and Abujudeh had
numerous stocks that were deposited with brokers and that they might hire the CW to promote
them, but they could afford to pay the CW only 35 percent of sales (not the 50 percent the CW
requested) because of high fees associated with depositing the stock (“20 percent for deposit”);
significant kickbacks to the companies they were promoting (“[W]e have a couple businesses
that want 30 percent and they’re pretty stringent about it to be cooperative”); and additional
payments to investors (“the guys that have put the money up for the note, another 10” percent).
Abujudeh Coordinated and Executed Matched Orders as Part of His Market
Manipulation Scheme
74. Abujudeh, Person 2, and the CW agreed to conduct a series of transactions in
which Abujudeh and Person 2 believed the CW would convince some of his “investors” to
purchase Abujudeh’s shares at specific prices.  The CW told Abujudeh that these transactions

26

were intended to test Abujudeh’s control of the float, get investors interested in the stock, and
ensure that once the CW’s promotional efforts began, they could match their bids and offers so
that the CW’s “investors” would be purchasing shares on the open market from Abujudeh
instead of from other market participants.  In reality, the CW was not contacting any investors,
and the FBI was conducting the matched trades with Abujudeh.
75. To conduct these transactions, Abujudeh and the CW discussed the market for
Odyssey shares, including not only the best outstanding bids to buy the stock and offers to sell
the stock, but detailed data that included the aggregated quantities of shares behind all of the bids
and offers in the marketplace—i.e., the aggregated quantities of shares for sale at each offering
price, and the aggregated quantities of shares sought at each bidding price.   This type of detailed
market data is often referred to as “Level II” market data and is generally available to the public
for a fee.
76. The first matched orders between Abujudeh and the FBI occurred on March 6,
2020.  To ensure that the FBI’s bids would be matched with Abujudeh’s offers, Abujudeh and
the CW discussed the marketplace for Odyssey shares and the exact price at which Abujudeh
would offer his shares.  After noting that there was an outstanding offer from another party to
sell shares at $2.29 per share, they decided to target $2.28 per share:
CW ... Let’s go 2.28.  Let’s just start fresh a penny lower than these
guys.  And as soon as I see us up – who will we be through, do
you know? Are we C-Del?
6

Abujudeh Yeah, C-Del.
CW Alright, cool.  So when I see 2.28 I’ll let the floodgates open.
Abujudeh Okay. I’ll tell my men.
CW Alright, brother. And then we’ll consolidate man, like,
throughout the day, okay?

6
 C -Del refers to market maker Citadel Securities LLC (Identifier:  CDEL).

27

Abujudeh Okay, perfect.  Let’s see if you can get most of the trades done
here by noon my time so I can have time to get your wire out.
Abujudeh and the CW successfully matched their offer and bid at $2.28 per share resulting in
Abujudeh’s sale of 4,000 Odyssey shares for $9,120.  Abujudeh confirmed the 4,000-share
transaction with the CW in a phone call later in the morning on March 6, 2020.  This was the
only trade in the market for Odyssey stock on March 6.  That same day, Abujudeh “got [the
CW’s] wire out,” sending $3,192 in sales commissions for the CW from Abujudeh’s personal
bank account to an FBI-controlled bank account.
77. On March 9, 2020, Abujudeh and the CW coordinated another transaction in
which the CW matched the FBI’s bid to Abujudeh’s offer for Odyssey stock.  An exchange of
encrypted text messages about the transaction follows:
CW Give me a call to discuss strategy. I see the 225 is back
Abujudeh We’re at 2.24
CW Yep I see it, going after it now
Abujudeh K
CW Small trade, can we just verify it was captured? and then we
have some more coming right behind it
Abujudeh 1k shares sold
CW Excellent. More coming now hopefully.
Abujudeh K
78. In this exchange, the CW noted that there was a seller offering Odyssey shares at
$2.25 per share (“I see the 225 is back”).  Abujudeh then informed the CW that his offer was for
$2.24 per share, which the CW acknowledged and successfully matched with a $2.24 bid
(through the FBI).  On March 9, Abujudeh sold a total of 3,072 Odyssey shares for $2.24 per
share as discussed in the encrypted text messages above, and the FBI-controlled brokerage
account purchased 3,000 shares.  Total market volume on March 9 was 3,172 shares.  The next
day, Abujudeh wired $2,300 in sales commissions for the CW from his personal bank account to
an FBI-controlled bank account.

28

79. Abujudeh’s commission payments of $5,492 to the CW for his coordinated stock
purchases is roughly consistent with their agreement that the CW would earn 35% commission
on the shares Abujudeh sold to his investors.
80. The conduct described above involving Abujudeh, Person 2 and others constituted
a scheme to defraud, and/or acts, practices, and courses of business that operated or would
operate as a fraud or deceit upon other persons.  Abujudeh engaged in this conduct and employed
this scheme in connection with the offer and sale of Odyssey shares, including, specifically, the
4,000 Odyssey shares Abujudeh offered and sold on March 6, 2020, and the 3,072 he offered and
sold on March 9, 2020.  This conduct was also part of a broader deceptive scheme to defraud
and/or a broader set of as acts, practices, and courses of business that operated or would operate
as a fraud or deceit in connection with the offer and sale of Odyssey stock as described herein.
Abujudeh’s Digital Promotion of Odyssey
81. Abujudeh, Person 2, and their associates were, of course, unable ultimately to hire
the CW to run a promotional call center because he was working at the direction of the FBI.
Abujudeh next funded and controlled a digital campaign that promoted Odyssey stock to
potential investors through display ads and dozens of newsletters that contained links to at least
one website touting Odyssey.  Abujudeh had previously discussed with the CW his intention to
launch a digital promotion campaign for Odyssey.  In a February 26, 2020 call with the CW, for
example, he stated:  “The sooner you can start the better, because I was going to turn the lights
on with the PPC [i.e., pay-per-click advertising] and the e-mails tomorrow and the next day.”
Abujudeh’s paid email promotions, in fact, started soon after his relationship with the CW ended,
running from March through early July 2020.

29

82. Abujudeh used Intermarket to pay for his digital promotional campaigns.  For
example, between June 5 and July 6, 2020, Intermarket made four wire payments totaling
$430,000 to a Florida company for “Marketing ODYY.”  This company (the “Florida Promoter”)
acted as both a stock promoter and a broker for stock promoters.  Thus, the Florida Promoter not
only distributed Odyssey promotion materials to its own lists of potential investors, but also
operated as a pass-through entity, and accordingly used a portion of the $430,000 to pay a New
York company for “Marketing Awareness Services for Odyssey Group Intl Inc,” according to
billing records.  Because of this layering, the New York company (and others) identified the
Florida Promoter, rather than Abujudeh and Intermarket, as the party that funded the promotion.
83. Abujudeh hired the Florida Promoter to promote various stocks over the course of
several years.  Abujudeh typically paid the Florida Promoter a lump sum dedicated to a particular
campaign, such as Odyssey.  Abujudeh controlled the timing, duration, cost, and type of media
for each campaign.  Abujudeh hired other promoters following the same pattern.  Abujudeh
approved all of the Florida Promoter’s expenditures—including the hiring of subcontractors and
other promoters to conduct portions of Abujudeh’s promotional campaigns.
84. Abujudeh also directly approved the content of certain promotional materials.  For
example, on February 14, 2020, Abujudeh received an email stating, “Hi Charlie, I’ve attached
your landing page [for Odyssey]. Please have all of the content checked for accuracy and let me
know if you would like anything changed. Once I have your approval I’ll get started on emails.”
85. The landing page (i.e., website) that Abujudeh approved was hosted at the domain
dearwallstreet.com, and the Florida Promoter embedded a link to this website in its promotional
emails.  The landing page claimed that Odyssey stock w as a “Way to Capitalize On The
Trillion Dollar Healthcare Sector.”     (Emphasis original).  The landing page further described

30

Odyssey as being “in a prime position to potentially dominate the market” for medical devices in
the United States, with “heart monitoring and screening” technology that is “well poised to take
the market by storm.”  The page also described Odyssey’s partnership with a biopharmaceutical
company that “could quite possibly facilitate the release of the FIRST EVER concussion
treatment drug.  Which would be an IMMENSE feat in an untouched market.”  Odyssey’s
personal anti-choking device was described as being potentially “AS BIG AS THE BABY
MONITOR.” (Emphasis original).
86. Once the landing page was launched, it also contained a disclaimer with the
following statement regarding compensation for the promotion:
Pursuant to an agreement between Quantum Capital and
DearWallstreet.com, we were hired to publicly disseminate
information about (( ODYY )) including on the Website and other
media including Facebook and Twitter. We were paid up to $300k
in cash from Quantum Capital. We own zero shares of (( ODYY ))
which we purchased in the open market.  We may buy or sell
additional shares of (( ODYY )) in the open market at any time,
including before, during or after the Website and Information,
provide public dissemination of favorable Information.
Abujudeh knew or was reckless in not knowing that this information was false and misleading,
and/or omitted material information he was obligated to disclose.  First, this landing page, like
many of the promotional materials Abujudeh funded, stated that “Quantum Capital” funded the
promotion and/or hired the promoters.  This was false.  Abujudeh paid for the promotion through
Intermarket, and he controlled the content of the promotion.  “Quantum Capital” did not pay for
the promotion.
87. Abujudeh instructed the Florida Promoter to identify Quantum Capital as the
paying party.  Based on the Florida Promoter’s lengthy history of running promotional
campaigns for Abujudeh, the Florida Promoter did not attempt to confirm whether the actual
paying party matched the name Abujudeh had directed him to use in the disclaimer.  Abujudeh

31

was at one point the sole member of Quantum Capital Funding LLC, an Arizona company with a
different name that is currently (and was at the time of the promotion) owned by his ex-wife who
does not share a last name with Abujudeh. This further obscured any connection between
Abujudeh and the promotion.
88. Moreover, the disclaimer omitted the material information that Abujudeh and/or
Intermarket controlled the vast majority of the Odyssey shares available for trading, and that
Abujudeh intended to sell—and was in fact selling—those shares during the promotion he
funded.  Finally, the disclaimer failed to disclose that the promotional campaign was run in
coordination with at least one Odyssey affiliate.
7
  Abujudeh knowingly or recklessly concealed
this information from the stock promoters he hired.
89. Between March 26, 2020 and July 6, 2020, Abujudeh funded more than forty
emails promoting Odyssey.  Despite having sold Odyssey stock on a majority of trading days in
February 2020, while Investor 1 was buying Odyssey stock, Abujudeh, through Intermarket, did
not sell any Odyssey shares from March 9, 2020, the date of his matched trade with the CW, and
March 25, 2020.  On March 25, 2020, the day before Abujudeh’s email promotion began,
Intermarket both bought and sold 500 shares of Odyssey stock in two different transactions.
Abujudeh bought 500 shares at $1.30 each, and sold 500 at $1.25 each, losing a total of $25 on
his two trades that day.  Notably, there was no other trading in Odyssey stock that day;
Abujudeh’s trades created an illusion of legitimate market activity in Odyssey ahead of
promotional emails going out to unwitting retail investors.  On March 27, 2020, the day after the
first promotional email was distributed, Abujudeh sold 20,109 shares.

7
 In addition to his communications with Person 1, Abujudeh submitted the proposed landing
page (without the disclaimer) to another company affiliate and significant Odyssey shareholder,
who in turn, sought and obtained the CEO’s approval of landing page content.

32

90. Emails funded by Abujudeh continued to promote Odyssey in various ways for
several months.  For example, on April 23, 2020, “Stock of the Week” sent out an email, subject:
“[Subscriber Name], this could be the Next Med-Tech Stock to Deliver Massive Returns.”  The
email text stated:  “There’s a Med-Tech Company on Wall Street Going Quietly Undetected
that is involved with several revolutionary medical devices that could soon hit the market!”
(Emphasis original, hyperlink to landing page).  The email claimed that the company’s devices
were “cutting edge and game changing” and that “if Wall Street learns about the devices this
company has, it could lead to one of the biggest breakouts in the healthcare arena this year!”
The email specifically touted the stock’s “super small trading float.”   (Empahsis original).  The
email did not name Odyssey, but contained text hyperlinks to the above-described landing page:
“Hurry And Find Out More HERE Before Wall Street Discovers This undervalued
Bargain!”  (Emphasis original, hyperlink to landing page).  The email stated that it was paid for
by a third party, but did not identify that party, let alone the fact that the third party, Abujudeh,
dominated the market for Odyssey shares and intended to sell all of his holdings into the
promotion.  Another nearly identical email dated April 21, 2020, from “Market Profit Center”
entirely failed to disclose it was a paid promotion.
91. Another promotional email dated May 11, 2020, from “Pro Trader Elite” carried a
subject line: “Medtech is about to skyrocket.”  The body of the email contained the header “This
Could Be The Next BioTech Stock To Rally” (emphasis original) and included a link to
Abujudeh’s Odyssey landing page.  The fine print disclaimer noted that the Florida Promoter had
paid for the promotion and that “a third party of [Pro Trader Elite] LLC may have shares and
may liquidate.”  At this point Abujudeh had already sold nearly 200,000 shares into the

33

promotion he funded, and in the next month alone would sell nearly 600,000 more shares into the
promotion.
92. As described above, among the promotional emails that carried fine-print
disclaimers, the disclaimer content varied.  Some stated that the emails were part of a paid
campaign without accurately identifying the payer, or the payer’s role as a seller, for example;
others stated that investors should assume the payer held Odyssey shares and intended to sell
them.  But these email disclaimers nonetheless provided inaccurate, incomplete, and misleading
information.
93. Abujudeh was aware of the content of many of these promotional emails, the
distribution of which he funded.  Abujudeh subscribed to and opened emails from at least some
of the distribution lists to which the emails were sent.  One promoter indicated that his tracking
data showed that Abujudeh was opening emails regularly throughout the Relevant Period.
94. Abujudeh knew or was reckless in not knowing that the promotional campaign he
was funding included emails such as the ones quoted above, that omitted material facts that were
required to be disclosed or were otherwise deceptive.  Abujudeh concealed that he paid for the
promotion; he was selling Odyssey stock during the promotion; he controlled the vast majority of
the Odyssey float; and he was coordinating the promotion and his stock sales with others,
including at least one Odyssey affiliate.
95. The promotional campaign was successful, generating enough demand for
Odyssey stock to enable Abujudeh to finish selling all 2.5 million of his shares, as shown in the
chart below.  In all, Abujudeh generated approximately $2.6 million in proceeds from selling his
Odyssey stock into the various promotions he funded, and accounted for much of the trading
volume during that time, as shown in the graph below.

34

96. On July 8, 2020, as he prepared to liquidate his last Odyssey shares, Abujudeh
wrote a $200,000 check from his Intermarket account to Person 1’s Company A, for “consulting
services.”  A $100,000 wire followed on July 21, 2020, and a $50,000 wire was sent September
4, 2020, for “marketing.”  Person 1, in turn, sent half of each of those money transfers to a
company controlled by another Odyssey shareholder.
97. Abujudeh’s conduct in carrying out this digital promotional campaign, as
described herein, constituted a scheme to defraud, and/or acts, practices, and courses of business
that operated or would operate as a fraud or deceit upon other persons.  Abujudeh engaged in this
conduct and employed this scheme in connection with the offer and sale of Odyssey shares.  This
conduct was also part of a broader deceptive scheme to defraud and/or a broader set of acts,
practices, and courses of business that operated or would operate as a fraud or deceit in
connection with the offer and sale of Odyssey stock as described herein.
 -
 100,000
 200,000
 300,000
 400,000
 500,000
 600,000
 700,000
 800,000
 900,000
 $-
 $0.50
 $1.00
 $1.50
 $2.00
 $2.50
 $3.00
 $3.50
Odyssey Group International, Inc. (OTC: ODYY)
Price, Volume and Intermarket Proportion of Trading
Market VolumeIntermarket VolumeClosing Price

35

Abujudeh’s Unregistered Offers and Sales Of Odyssey Stock
98. Because Abujudeh:  (1) controlled the float of Odyssey stock; (2) coordinated his
promotional activities and stock sales with Person 1, an Odyssey insider and significant
shareholder with the power to influence the management of the company; and (3) paid Person 2
of a portion of the proceeds of Abujudeh’s Odyssey stock sales, Abujudeh was himself an
affiliate of Odyssey who was offering and selling Odyssey shares, and/or was otherwise offering
and selling shares on behalf of Odyssey itself through Person 2.
99. At the time that Abujudeh sold his Odyssey 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.  No exception from the registration requirement
applied.
Additional Publicly Traded Companies Dumped by Abujudeh
100. In addition to the stock of Odyssey, Abujudeh, acting in concert with others, sold
the stock of other publicly traded companies, including Scepter and CannaPharmaRx, during
promotions that he funded.  He did so while concealing that he controlled the vast majority of the
float in these securities and that he was selling the entirety of his holdings into his promotions.
Moreover, Abujudeh sold his shares during the Relevant Period without registering the sales with
the Commission pursuant to Section 5 of the Securities Act.  No exception from the registration
requirement applied.  In these instances, Abujudeh was acting as an affiliate of the issuer by
virtue of his control over, at a minimum, the vast majority of the shares that were deposited and
available for trading in these companies, as described in the chart below:

36

Issuer Duration of
Promotion
Approximate
Percentage of Float
Abujudeh Controlled
Before Promotion
Minimum Gross
Proceeds from
Abujudeh’s Sales
Scepter Holdings, Inc.
(BRZL)
2/2020-8/2020 91% $3.2M
CannaPharmaRx, Inc.
(CPMD)
8/2020-9/2020 80% $3.3M

101. The promotions Abujudeh funded for these stocks included emails and landing
pages, like the ones he funded for Odyssey.
102. For example, on March 3, 2020, an email sent to potential investors stated at the
top in blue bold letters, “BRZL has shifted in a PARABOLIC state and a MASSIVE Short
Squeeze Opportunity could send share prices past $0.14 at any moment! Make sure you act
fast!”  (Emphasis original).  The disclaimer at the bottom of this email stated, in relevant part:
“We do not own any shares in BRZL. We have been compensated $35k cash via bank wire by a
third party, Quantum Capital, LLC, to conduct investor relations advertising and marketing for
BRZL . . . .  The third party, profiled company, or their affiliates likely wish to liquidate shares
of the profiled company at or near the time you receive this communication, which has the
potential to hurt share prices.”  This disclaimer was written in white text on a white background
and is only visible when manipulated, for example, by selecting the text and changing its color.
103. An April 30, 2020 mass email that Abujudeh funded stated in part, “As I said, if
you missed out on BRZL so far this week... DO NOT MISS IT TODAY!”  The disclaimer
stated:  “TheWolfofPennyStocks.com has been compensated seventy-four thousand dollars cash
via bank wire by a third party, [the Florida Promoter] for a one week Scepter Holdings Inc.
marketing Services contract. TheWolfofPennyStocks.com does not own any shares of BRZL.

37

TheWolfofPennyStocks.com does not investigate the background of any third party.  The third
party may have shares and may liquidate it, which may negatively affect the stock price.”
104. Until at least June 16, 2021, Scepter had a landing page hosted at
http://dearwallstreet.com/ar/brzl/.  That landing page, along with the landing pages f or Odyssey
and CannaPharmaRx were taken down at some point on or after June 16, 2021.  The Scepter
landing page bears the date February 26, 2020, and indicates it is sponsored by Quantum Capital.
The landing page opens by stating, “With revenues and sales skyrocketing, Scepter [] may
soon become one of the most beloved stocks on Wall Street!”  (Emphasis original.)  The page
touts a “recent endeavor with hand sanitizer and nose air filters” and highlights increasing
coronavirus cases concluding, “Scepter Holdings, Inc., (OTCPK: BRZL) may be poised to
see monstrous upside as the company is involved with products that could become staples
for many households across the nation!”  (Emphasis added.)
105. The Scepter landing page includes a disclaimer stating “We were paid up to
$600,000 in cash from Quantum Capital. We own zero shares of ((BRZL)) which we purchased
in the open market.”  The disclaimer omitted material information that Abujudeh and/or
Intermarket controlled the vast majority of the Scepter shares available for trading, and that
Abujudeh intended to sell—and was in fact selling—those his shares during the promotion he
funded.
106. One promoter who had been hired to tout Scepter described how Abujudeh, or
someone acting on Abujudeh’s behalf, repeatedly went in person to a bank to deposit money
directly into the promoter’s account.  Once the money was deposited, Abujudeh contacted the
promoter to tell him who to identify as the paying party.  For the Scepter campaign, Abujudeh

38

told this promoter to identify Quantum Capital, LLC as the third party paying for the promotion,
and he did.
107. Abujudeh discussed his email promotion of Scepter (identifying the company by
name and ticker symbol) with the CW:
Abujudeh Look at the volume.
CW Interesting.
Abujudeh You see, that was a 45 grand spend.
CW What do you think it netted?
Abujudeh We spent 45 and we netted – we profited about 140.
CW Okay.  So not bad.  Is that normal?  Like 3 to 1, you think, on
return?
Abujudeh Oh, yeah.  Yeah.  That’s normal.

108. Abujudeh similarly promoted CannaPharmaRx in emails like one that was sent to
potential investors on September 1, 2020, which stated in part, “Usually you can find a bounce
play with 20-30% upside. But . . . nearly 150% IMMEDIATE UPSIDE!?!  This is no joke!
And CPMD *already* Bounced 41% on Monday! . . . So are you ready to ‘Catch the Bounce’
again today to potentially even greater highs?”  (Emphasis original.) The disclaimer on this email
noted that the publisher had been compensated $70,000 by a Kansas company, and noted only
that a “third party may have shares and may liquidate it, which may negatively affect the stock
price.”  From August 28 to September 28, 2020, Intermarket sent the Kansas company three
wires totaling approximately $319,000 for “CPMD.”
109. CannaPharmaRx had a landing page hosted at http://dearwallstreet.com/ar/cpmd/.
The recently removed landing page bears the date July 2, 2020 and indicates it is sponsored by
Quantum Capital.  The landing page refers to loosening of government regulations and strong
demand for cannabis, particularly in light of the coronavirus pandemic.  The page concludes,
“CannaPharmaRx, Inc. (OTC: CPMD) could become one of Canada’s biggest and most
important companies in the cannabis market and is worth watching at current levels!”

39

110. The CannaPharmaRx landing page includes a disclaimer stating:  “We were paid
up to $300k in cash from Quantum Capital. We own zero shares of ((CPMD)) which we
purchased in the open market.”  The disclaimer omitted material information that Abujudeh
and/or Intermarket controlled the vast majority of the CannaPharmaRx shares available for
trading, and that Abujudeh intended to sell—and was in fact selling—those shares during the
promotion he funded.
FIRST CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a)(1) and (3) of the Securities Act)

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 Odyssey, Scepter, and CannaPharmaRx
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, defendant Abujudeh, 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, defendant Abujudeh 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.

40

SECOND CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and
Rules 10b-5(a) and (c) thereunder)

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 Odyssey, Scepter, and CannaPharmaRx
was each a security under Section 3(a)(10) of the Exchange Act [15 U.S.C. §78c(a)(10)].
117. By reason of the conduct described above, defendant Abujudeh, 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.
118. By reason of the conduct described above, defendant Abujudeh violated
Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rules 10b-5(a) and (c) [17 C.F.R.
§240.10b-5(a) and (c)] thereunder.

THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act)

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 Odyssey, Scepter, and CannaPharmaRx
was each a security under Section 2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].

41

121. By reason of the conduct described above, defendant Abujudeh, 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.
122. As a result, defendant Abujudeh violated Sections 5(a) and (c) of the Securities
Act [15 U.S.C. §§77e(a) and (c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Temporarily, preliminarily, and permanently restrain the Defendant, his officers,
agents, servants, employees and attorneys, and those persons in active concert or participation
with him who receive actual notice of the injunction by personal service or otherwise, from
violating Sections 5, and 17(a) of the Securities Act [15 U.S.C. §§ 77e and 77q], and Sections
10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 240.10b-
5]  .
B. Order the Defendant to disgorge, with prejudgment interest, all ill-gotten gains
obtained by reason of the unlawful conduct alleged in this Complaint;
C. Order the Defendant 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)];

42

D. Enter an order barring the Defendant 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)];
E. Enter an order barring the Defendant from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15
U.S.C. § 781], or that is required to file reports pursuant to Section 15(d) of the Exchange Act
[15 U.SC. § 78o(d)];
F. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
G. 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 this 22nd day of July, 2021.

      Respectfully submitted,
s/ Nita K. Klunder________
Nita K. Klunder
David D’Addio*

Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)

*Not admitted in the U.S. District Court for the Eastern District of New York

Nita Klunder  
David D’Addio*  
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 
*Not admitted in the U.S. District Court for the Eastern District of New York 

 
UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
      Plaintiff, 
 v. 
 
 
CHARLIE ABUJUDEH, 
 
    Defendant. 
 

 
 

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

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

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

following against the defendant: 

SUMMARY  

1. This is a securities fraud enforcement action.  Defendant Charlie Abujudeh 

engaged in fraudulent schemes to sell publicly traded stock to retail investors.  From not later 

than August 2019 through at least September 2020 (the “Relevant Period”), Abujudeh, acting in 

concert with others, schemed to fraudulently sell the stock of microcap companies Odyssey 

Group International, Inc. (“Odyssey”), Scepter Holdings, Inc. (“Scepter”), and CannaPharmaRx, 

Inc. (“CannaPharmaRx”) to investors in the public United States securities markets.   

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2. The linchpin of Abujudeh’s schemes was his control of nearly all of the stock that 

was deposited with brokerage firms and available for public trading (the “float”) for each of 

these securities.  This control enabled him to manipulate the market for these securities using a 

variety of deceptive tactics, most often through deceptive promotional campaigns that he funded 

and controlled.   

3. With respect to Odyssey, by August 2019, Abujudeh had amassed 2.5 million 

shares which constituted about 98 percent of the Odyssey float.  Abujudeh and those with whom 

he was acting in concert then hired stock promoters to tout Odyssey to potential investors over 

the phone using high-pressure sales tactics.  Abujudeh referred to these stock promoters as his 

“phone room,” which began soliciting investors in or around January 2020.  Abujudeh knew or 

was reckless in not knowing that the phone room promoting Odyssey on his behalf engaged in 

deceptive conduct, including by making false and misleading statements to investors, and 

concealing material facts regarding, among other things:  Abujudeh’s control of nearly the entire 

Odyssey float; Abujudeh and his associates’ funding of the phone room; Abujudeh’s intention to 

sell his Odyssey stock into the demand his phone room generated; Abujudeh’s coordination of 

the promotional campaign with others, including one or more Odyssey shareholders and/or 

company affiliates; and Abujudeh’s plan to share the profits from his stock sales with such 

individuals. 

4. Using these deceptive tactics, the phone room touting Odyssey on Abujudeh’s 

behalf convinced unwitting investors to purchase thousands of shares of Odyssey stock.  The 

volume of trading, however, failed to meet Abujudeh’s expectations.  So Abujudeh and his 

associates fired the phone room and agreed to hire an individual whom they believed ran a 

different phone room that was capable of convincing investors to purchase hundreds of 

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3 
 

thousands of shares per week.  Abujudeh was unaware, however, that the individual he and his 

associates were attempting to hire was, in fact, a cooperating witness (“CW”) who was working 

undercover on behalf of the Federal Bureau of Investigation (“FBI”).  The CW recorded 

numerous phone calls and captured numerous encrypted text communications with Abujudeh 

and two of his associates, including an associate identified herein as “Person 2.”  Abujudeh 

agreed to pay the CW a 35 percent commission on Odyssey purchases from Abujudeh that the 

CW generated through his phone room, and required the CW to convince investors to buy at 

least 40,000 Odyssey shares per day, or he would terminate their deal.  That 40,000 share 

requirement far surpassed ordinary investor interest in Odyssey stock; in the 30 months 

preceding Abujudeh’s promotional campaigns, Odyssey shares were traded on just 25 days; on 

those 25 days, the trading volume averaged just 351 shares per day.   

5. Abujudeh and Person 2, working in concert with others, enlisted the CW to 

participate in Abujudeh’s fraudulent scheme to manipulate the market for Odyssey shares so that 

Abujudeh could liquidate his Odyssey shares at artificially inflated prices.  In recorded calls and 

encrypted text messages, they discussed with the CW various aspects of the scheme, including, 

among other things:   

• the manner in which they would manipulate the price of Odyssey shares;  

• the importance of Abujudeh’s control of the float to the successful execution of 

the scheme;  

• Abujudeh’s close relationship with Odyssey’s management and his advance 

notice of press announcements from the company that could be used in 

connection with the stock promotion campaign; and  

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• the fact that Abujudeh and Person 2 were working in concert with other 

Odyssey shareholders and/or company affiliates, and that these individuals 

expected to profit from Abujudeh’s promotional campaigns. 

6. In connection with his fraudulent scheme, Abujudeh orchestrated with the CW 

two transactions in which Abujudeh believed he was selling stock to investors who had been 

recruited by the CW.  Abujudeh and the CW coordinated the timing, offering price, and bidding 

price for these market transactions, which resulted in Abujudeh unwittingly selling 7,000 

Odyssey shares to the FBI for approximately $15,840.  Abujudeh wired the CW’s commission of 

$5,492 for these stock sales to a bank account controlled by the FBI.   

7. Ultimately, Abujudeh was unable to hire the CW because neither the CW nor the 

FBI was actually running a phone room to promote penny stocks.  So Abujudeh instead funded 

and controlled an email and web-based promotional campaign touting Odyssey stock to 

investors.   

8. Abujudeh’s email and web campaign, like his phone room, was part of his 

deceptive scheme to sell his Odyssey shares.  Among other things, Abujudeh caused the stock 

promoters he hired to conceal that he controlled virtually all of the Odyssey float; funded the 

promotional campaign; intended to sell his Odyssey stock into the demand his digital promotions 

generated; and coordinated the promotional campaign with others, including one or more 

Odyssey shareholders and/or affiliates with whom he was sharing the proceeds from his stock 

sales.  The digital promotions carried various disclaimers, but often failed to disclose material 

information, including the information described above, and were part of Abujudeh’s scheme to 

defraud investors.  

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9. Abujudeh’s deceptive promotional campaign was successful.  In all, Abujudeh 

generated approximately $2.6 million in illicit proceeds by selling Odyssey stock to investors 

during the promotions he funded.  As Abujudeh closed in on liquidating all 2.5 million of his 

Odyssey shares and had concluded his promotional campaign in or around July 2020, he began 

paying an Odyssey insider with whom he had been coordinating a total of $350,000.   

10. Abujudeh’s scheme operated in a similar manner with respect to at least two other 

companies, Scepter and CannaPharmaRx.  He funded and controlled email and web-based 

promotional campaigns touting these securities without disclosing that he controlled the vast 

majority of the float for each of them and that he was simultaneously selling his shares into the 

increased demand that his campaigns had generated.  In all, Abujudeh generated approximately 

$3.2 million in illicit proceeds by selling his Scepter stock, and another $3.3 million in illicit 

proceeds by selling his CannaPharmaRx stock, during his respective campaigns promoting these 

companies.   

11. At the time that Abujudeh sold his Odyssey, Scepter, and CannaPharmaRx 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 the relevant securities laws described herein.  No exception 

from the registration requirement applied. 

VIOLATIONS 

12. As a result of the conduct alleged herein, Abujudeh 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), and 77q(a)(1), (3)], Section 10(b) of the 

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

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

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

13. The Commission seeks emergency preliminary relief, including a temporary 

restraining order against further violations of the federal securities laws and an emergency asset 

freeze to preserve the assets necessary to satisfy an eventual judgment against the defendant, 

including disgorgement of ill-gotten gains.  The Commission also requests an immediate 

accounting, a repatriation order, and an evidence preservation order to facilitate the prompt 

resolution of this matter on the merits.  

14. The Commission further seeks a permanent injunction against the defendant, 

enjoining him from engaging in transactions, acts, practices, and courses of business of the type 

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

forth in this Complaint, together with prejudgment interest; civil penalties pursuant to Section 

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

U.S.C. §78u(d)(3)]; an order barring the defendant from participating in any offering of a penny 

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

Exchange Act [15 U.S.C. §78u(d)]; an order prohibiting the defendant from acting as an officer 

or director of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act [15 U.S.C. § 781], or that is required to file reports pursuant to Section 15(d) of 

the Exchange Act [15 U.SC. § 78o(d)]; and such other relief as the Court may deem appropriate. 

JURISDICTION AND VENUE 

15. 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]. 

16. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

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7 
 

§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 Eastern 

District of New York, 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, on at least two occasions, Abujudeh wired proceeds from unlawful stock sales to a 

bank account located in the Eastern District of New York.  In addition, several individuals 

residing in the Eastern District of New York purchased Odyssey, Scepter, and CannaPharmaRx 

stock during promotional campaigns Abujudeh funded during the Relevant Period 

DEFENDANT 

17. Charlie Abujudeh, age 48, is a California resident.   

RELATED INDIVIDUALS AND ENTITIES 

18. Investor 1, age 51, is a California resident.  Stock promoters hired directly or 

indirectly by Abujudeh and his associates used deceptive tactics to persuade Investor 1 to buy 

Odyssey shares.    

19. Investor 2, age 62, is an Oklahoma resident.  Stock promoters hired directly or 

indirectly by Abujudeh and his associates used deceptive tactics to persuade Investor 2 to buy 

Odyssey shares.     

20. Person 1, age 52, is a California resident and is a founder of Odyssey who is the 

beneficial owner of more than 10 percent of Odyssey’s outstanding shares.  During the Relevant 

Period, Person 1 was involved in Odyssey’s operations and communicated directly with 

Odyssey’s CEO on company matters.  

21. Person 2, age 62, is a California resident.  Person 2 schemed with Abujudeh to 

promote Odyssey and other companies, as discussed herein.   

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8 
 

22. Odyssey Group International, Inc. describes itself as being primarily “in the 

business of surgical & medical instruments & apparatus” and in the “development and 

acquisition of medical products and health related technologies.”  Odyssey (Ticker:  ODYY) 

trades on OTC Link (previously, the “Pink Sheets”), operated by OTC Markets Group, Inc.  

Odyssey was incorporated in Nevada in 2014, and has executive offices in Irvine, California. 

23. Scepter Holdings, Inc., describes itself as managing “the sales and brand 

development of high-performance consumer packaged goods.”  Scepter (Ticker:  BRZL) trades 

on OTC Link.  Scepter was incorporated in 2007 in Nevada, and has executive offices in Las 

Vegas, Nevada. 

24. CannaPharmaRx, Inc., describes itself as intending “to engage in acquisitions or 

joint ventures with a company or companies that will allow [it] to become a national or 

internationally branded cannabis cultivation company, or otherwise engage in the cannabis 

industry.”  CannaPharmaRx (Ticker:  CPMD) trades on OTC Link.  CannaPharmaRx was 

incorporated in Colorado in 1998 under another name and was eventually re-domiciled in 

Delaware in 2010, and has executive offices in Calgary, Alberta. 

BACKGROUND 

25. 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.  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 

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buying, and about those from whom they would be buying that stock.   

26. An “affiliate” of a publicly traded company (also known as an “issuer”) is a 

person or entity that, directly or indirectly through one or more intermediaries, controls, is 

controlled by, or is under common control with, such issuer (i.e. a control person).  “Control” 

means the power to direct 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 the outstanding shares of a stock 

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

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

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

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

an exemption under the federal securities laws and rules, restricted stock cannot legally be 

offered or sold to the public unless a securities registration statement has been filed with the 

Commission (for an offer) or is in effect (for a sale).  Such registration statements are submitted 

and filed with the Commission on Form S-1 and are often referred to as “S-1 registration 

statements.”  The S-1 registration statement contains important information about an issuer’s 

business operations, financial condition, results of operation, risk factors, and management.   

28. “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 

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

when a control person buys publicly-traded or otherwise unrestricted shares in the company that 

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

affiliate, 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. 

29. 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 and other periodic disclosures) on the 

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

30. 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.   

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

company that trades at less than $5 per share.   

32. 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.   

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THE FRAUDULENT SCHEMES  
 

Example 1:  Odyssey 

33. Odyssey was incorporated in Nevada in March 2014 and operated as a publicly 

traded company during the Relevant Period. 

34. In 2014, approximately 37 individuals and entities purchased a total of 14,750,000 

shares of Odyssey in a private placement for a total of $147,500.  Odyssey filed a Form S-1 

registration statement with the Commission that became effective (as amended) on or about July 

30, 2015.  The stated purpose of the Form S-1 was to register the sale of these 14,750,000 shares 

by the 37 individuals and entities to the public.    

Abujudeh’s Acquisition of Odyssey Shares  

35. Among the 14,750,000 Odyssey shares identified in the Form S-1 were 2.5 

million shares owned by a California company.  Abujudeh later purchased the 2.5 million shares 

held by this California company for $100,000 pursuant to a stock purchase agreement dated 

August 8, 2019.  Abujudeh purchased the shares through his company, Intermarket Associates 

LLC (“Intermarket”).  Abujudeh incorporated Intermarket in 2018 and is the company’s sole 

member and manager.    

36. Abujudeh provided an attorney opinion letter to Odyssey’s transfer agent, which 

then issued Intermarket’s 2.5 million shares without restrictive legends.1  Abujudeh then 

deposited the shares with brokerage firms in or about August 2019.   

                                                           
1 A transfer agent is a company that, among other things, issues and cancels certificates of a 
company’s stock to reflect changes in ownership.  Many companies that have publicly traded 
securities use transfer agents to keep track of the individuals and entities that own their stocks.  
Transfer agents routinely keep track of whether shares are restricted from resale.  They often rely 
on opinion letters from attorneys in determining whether restrictive legends should be removed 
from shares.   

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37. The absence of restrictive legends on the stock certificates indicates that the 

shares are immediately and freely tradeable.  As noted, however, whether subsequent sales 

require registration with the Commission is determined on a transaction-by-transaction basis, 

regardless of whether shares were at some previous time deemed “unrestricted.” 

38. At the time of the deposit, Abujudeh, through Intermarket, controlled 

approximately 98 percent of the deposited shares available for trading (i.e., the float).   

Abujudeh Funds a Deceptive Telephone Promotion Victimizing Investor 1 and 
Investor 2 
 
39. Investor 1 was not a sophisticated investor and had never invested in penny 

stocks.  Investor 1 instead invested primarily in diversified mutual funds through his 401(k) 

retirement account, which was held at a large broker-dealer affiliated with one of the largest 

mutual fund companies in the world.  In late January 2020, an individual purporting to be from 

“Investor’s Quarterly” (“IQ”) contacted Investor 1 multiple times by phone, touting Odyssey as 

an investment.  In one of the calls, the caller claiming to be an IQ representative was joined by 

another individual who falsely claimed that he worked for the broker-dealer where Investor 1 

held his retirement investments.  These two individuals convinced Investor 1 to roll over his 

company-directed 401(k) account into a self-directed IRA brokerage account; sell his shares of a 

diversified retirement fund (worth about $130,000 at the time); and purchase Odyssey shares 

with the proceeds.  These individuals were part of the phone room that was promoting Odyssey 

on behalf of Abujudeh and his associates.   

40. The callers who identified themselves as IQ representatives continued to 

communicate with Investor 1 about Odyssey shares by phone, text messages, and email from late 

January through March 2020.  On January 30, 2020, one of the IQ representatives convinced 

Investor 1 to make his first four purchases of Odyssey stock, totaling 8,000 shares for $16,290.  

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After Investor 1 successfully bought his first lot of Odyssey shares, the IQ representative emailed 

Investor 1:  “Congrats [Investor 1], Your Order was filled it looks like!”  Later that day, the same 

IQ representative wrote, “I saw some orders go through I hope they were yours!”  They were, in 

fact, Investor 1’s orders, as he accounted for 97 percent of the trading in Odyssey’s stock that 

day.  This IQ representative told Investor 1 over the phone that Investor 1 would likely grow his 

retirement savings over the next four months to about a quarter million dollars. 

41. Over the next few weeks, the IQ representatives instructed Investor 1 precisely 

when and at what price to bid on Odyssey shares using his online brokerage account, funded by 

liquidating his retirement savings.  The IQ representatives pressured Investor 1 to be available at 

all times to execute Odyssey trades.  Moreover, the IQ representatives instructed Investor 1 to 

make bids at specific, escalating prices over time.    

42. From January 30 through February 20, 2020, Investor 1 bought approximately 

61,800 Odyssey shares for approximately $126,000.  Nearly every Odyssey share that Investor 1 

bought was sold into the market by Abujudeh, through his company, Intermarket, as shown in 

the chart below. 

Date  Shares Purchased 
by Investor 1 

Shares Sold by Abujudeh 
(Intermarket) 

Total Market 
Volume 

Closing 
Price 

1/30/2020                        8,000                                (8,250)                     8,262   $            2.04  
1/31/2020                       20,000                                (21,850)                   22,350   $            2.00  

2/3/2020                        5,000                                 (9,340)                     9,350   $            2.00  
2/4/2020                       10,000                                (12,400)                   13,000   $            2.01  
2/5/2020                        4,000                                 (4,000)                     4,000   $            2.01  
2/6/2020                        4,500                                 (4,100)                     4,600   $            2.08  
2/7/2020                        5,000                                (10,000)                   10,142   $            2.10  

2/11/2020                        5,000                                 (9,100)                     9,470   $            2.14  
2/18/2020                           100                                 (4,777)                     5,877   $            2.19  
2/19/2020                           100                                    (700)                        700   $            2.23  
2/20/2020                           100                                    (100)                        280   $            2.27  

 

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43. By mid-February, Investor 1 was becoming concerned about Odyssey’s 

performance and was having difficulty reaching his contacts at IQ.  So Investor 1 contacted 

Odyssey directly by phone.  Person 1 returned Investor 1’s call on behalf of Odyssey on 

February 18, 2020, leaving a voicemail in which he stated he was a founder of Odyssey and was 

returning Investor 1’s call because the CEO was out of the country.  Investor 1 eventually spoke 

by phone several times with Person 1, who denied knowing the IQ representatives and provided 

general information about Odyssey and the fluctuation of its stock price.   

44. Person 1 was the beneficial owner of more than 10 percent of the total outstanding 

shares of Odyssey,2 was involved in the company’s operations, and communicated regularly with 

Odyssey’s CEO by email about the company’s business.  Through those interactions with the 

company and its CEO, Person 1 also had inside information about the Company’s operations and 

often had advance notice of press releases.  Person 1 was therefore an “affiliate” of Odyssey 

under the relevant securities laws and rules promulgated thereunder.  Person 1 was also in 

frequent contact by phone with Abujudeh; dozens of communications took place between 

January 1, and July 10, 2020.  As Abujudeh closed in on selling all 2.5 million of his Odyssey 

shares into the promotional campaigns he funded, Abujudeh paid Person 1 a total of $350,000 

through Company A.  According to wire transfer records, the payments were for “marketing” 

and “consulting services.”  Commission staff spoke to Person 1 by telephone on March 15, 2021.  

                                                           
2 Person 1’s shares were held in the name of a separate entity (“Company A”).  According to 
SEC filings, Company A is purportedly owned by Person 1’s wife.  However, Person 1 has 
identified himself as a former managing director of Company A; told the Odyssey CEO that he 
controlled Company A; and continued to control the disposition of Odyssey stock held in the 
name of Company A during the Relevant Period.  For example, in or about July 2020, Person 1 
acting on behalf of Company A, instructed a transfer agent to divide Company A’s holdings of 
stock between two entities and to send the new stock certificates to him at his home address, 
providing his personal telephone number and email to the transfer agent for follow up.  Person 1 
also has signing authority for Company A’s bank account.   

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In that call, Person 1 denied knowing Abujudeh.  However, records reflect that Person 1 and 

Abujudeh called each other twice within the month following the March 15, 2021 conversation 

with Commission staff.   

45. Investor 1’s final purchase of Odyssey shares occurred on February 20, 2020.  

Soon thereafter, an IQ representative told Investor 1 to sell his Odyssey shares and purchase a 

different penny stock that was the subject of another, unrelated promotional campaign.  

Investor 1 was unaware that in late February 2020, Abujudeh and his associates fired the 

operators of IQ, which caused IQ to tout a different penny stock to Investor 1.  Following 

instructions from IQ representatives, on March 5, 2020, Investor 1 began selling his 61,800 

Odyssey shares.  He did so mostly in two large tranches on March 10 (11,165 shares) and April 

1, 2020 (48,985 shares).   

46. Investor 1 lost approximately $39,533 from his Odyssey investment.  Because 

there were, at the time, few people seeking to buy Odyssey shares, the thousands of shares 

Investor 1 offered into the market could have caused the share price to collapse.  However, at the 

time, Abujudeh still owned just under 2.5 million shares of Odyssey stock and was planning to 

hire new stock promoters.  In order to preserve the value of his own shares, and support the 

success of his future promotion of the stock, Abujudeh purchased most of the Odyssey shares 

that Investor 1 sold in the market, thereby propping up the share price.   

47. IQ representatives solicited another individual, Investor 2, to purchase Odyssey 

stock in January 2020.  On or about January 27, 2020, an IQ representative placed an unsolicited 

phone call to Investor 2, during which he told Investor 2 that Odyssey was a great investment 

opportunity and that Investor 2 needed to invest quickly.  Investor 2 was not familiar with 

Odyssey, nor had he ever invested in a microcap stock.  Also on January 27, 2020, IQ sent an 

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email to Investor 2 that stated in part:  “We believe the shares of ODYY will double in value 

prior to the end of the calendar year.” 

48. Beginning on January 28, 2020, Investor 2 followed IQ’s recommendation and 

used his retirement savings to purchase Odyssey stock on four separate dates, buying a total of 

6,000 shares.  Investor 2 acquired those shares at prices between $2.02 and $2.19 per share. 

49. On January 30, 2020, IQ sent an email to Investor 2 that stated in part:  “[L]et me 

know how many shares of ODYY you were able to pick-up today, and at what price.  Its [sic] 

important that we track how many shares are purchased based on our recommendation because it 

impacts our selling strategy as well.”  IQ emailed again on February 12, 2020 about tracking 

Investor 2’s purchases because “our sell recommendation is at least partially predicated on the 

number of shares we believe will be liquidated when we do provide said recommendation.”  IQ 

did not inform Investor 2 that Abujudeh was paying commission on all Odyssey purchases that 

IQ generated, and that IQ was tracking investors’ purchases to ensure those commissions were 

paid.   

50. When Investor 2 later tried to contact IQ with concerns about Odyssey’s declining 

stock price, IQ did not respond.  Investor 2 sold all of his shares on May 26, 2020, sustaining a 

loss of approximately $7,217. 

51. Abujudeh knew, or was reckless in not knowing, that the stock promoters that he 

directly and indirectly hired would not disclose that he controlled nearly the entire float of 

Odyssey shares; that he and his associates were funding the promotion, paying the promoters a 

commission based on the Odyssey stock purchases they generated; that he was selling shares into 

the promotion he and his associates funded; and that Abujudeh was coordinating the stock 

promotion and his sale of Odyssey stock with one of more Odyssey shareholders and/or 

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affiliates, including Person 1.  He further knew or was reckless in not knowing that the stock 

promoters that he directly and indirectly hired would employ additional deceptive means as 

described above to convince investors to purchase Odyssey shares.  Abujudeh’s state of mind is 

evidenced, in part, by subsequent conversations in which he and his associates described their 

fraudulent intent and deceptive scheme to the CW and others in a series of encrypted text 

messages and recorded conversations.   

52. Abujudeh’s conduct in carrying out this promotional campaign, as described 

herein, constituted a scheme to defraud, and/or acts, practices, and courses of business that 

operated or would operate as a fraud or deceit upon other persons.  Abujudeh engaged in this 

conduct and employed this scheme in connection with the offer and sale of Odyssey shares, 

including shares offered and or sold to Investors 1 and 2.  This conduct was also part of a broader 

deceptive scheme to defraud and/or a broader set of as acts, practices, and courses of business 

that operated or would operate as a fraud or deceit in connection with the offer and sale of 

Odyssey stock as described herein.   

Abujudeh’s Scheme To Manipulate the Market for Odyssey Shares By Hiring the 
CW 
 
53. In February 2020, while Investor 1 was still buying Odyssey shares at the 

recommendation of IQ, Abujudeh and his associates, including Person 2, were planning to hire a 

different phone room to promote Odyssey to investors.  Abujudeh was dissatisfied with the 

volume of Odyssey purchases IQ was generating.  Abujudeh explained to the CW in a 

conversation surreptitiously recorded by the CW on February 26, 2020:  “I’ve got a phone room, 

and it’s just been excuse after excuse. . . .”  He said that the stock promoters he had hired “jerked 

us around . . . for more than six weeks now,” which put Abujudeh “behind the eight ball” and 

eager to quickly generate high demand for Odyssey shares.  He and Person 2 further complained 

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in another conversation that the phone room was claiming credit for generating bids on Odyssey 

stock, when Abujudeh knew that he had placed the bids himself to support the share price and to 

generate trading volume.   

54. Acting at the direction of the FBI, the CW told Abujudeh that he ran a stock 

promotion call room in Medellin, Colombia that could generate up to $3.5 million per month in 

stock purchases, depending on the penny stock at issue.  Abujudeh and Person 2 fired IQ and 

offered the Odyssey promotional campaign to the CW on February 26, 2020.  With Abujudeh on 

the phone, Person 2 told the CW:  “I’m here with Charlie [Abujudeh].  And basically, long story 

short, ODYY [the ticker symbol for Odyssey] is available if you can start quick.  Just fired the 

other phone line that was on it.  And Charlie’s built landing pages.  Everything’s ready to go.”  

IQ was, in Person 2’s words, “the other line” that was promoting Odyssey.3  “Landing pages” 

refers to promotional websites to which stock promoters can refer potential stock purchasers, 

either by phone or email.   

55. Abujudeh, and Person 2 agreed to pay the CW 35% of Odyssey stock purchases 

from Abujudeh that the CW’s phone room generated.  Abujudeh expected the CW to generate 

purchases of 100,000 shares in the first week the call room operated, and approximately 500,000 

shares per week thereafter.  Abujudeh further required the CW to generate purchases of at least 

40,000 Odyssey shares per day (200,000 shares per week).  As noted above, from the first public 

trade of Odyssey shares in 2017 until the time Odyssey hired IQ (about 30 months), the total 

                                                           
3 Abujudeh was in direct communication with a Canadian individual who purported to run the 
phone room that identified itself as IQ.  As noted above, shortly after Abujudeh and his 
associates fired IQ, the IQ representatives instructed Investor 1 to sell his Odyssey shares and 
purchase shares of another penny stock that was the subject of an unrelated promotional 
campaign.   

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volume of odyssey trading was 8,765 shares—far less than Abujudeh hired the CW to generate 

in a single day. 

56. Over the course of several conversations and encrypted text messages from 

January 29 through March 11, 2020, Abujudeh and Person 2 continued to discuss with the CW 

and others how the fraud scheme would operate.   

Abujudeh’s Control of the Odyssey Float  

57. First, Abujudeh and Person 2 understood that it was essential for Abujudeh to 

control the Odyssey float at the outset of the promotion.  Otherwise, third parties could sell into 

Abujudeh’s promotion, depressing share prices, undercutting his profits, and otherwise 

benefiting from the inflated demand that Abujudeh’s promotion would create.  Indeed, 

Abujudeh’s control of the float was the linchpin of their scheme—and a subject that Abujudeh 

and Person 2 discussed with the CW numerous times, including on February 11, 2020.  In a 

recorded call that day, the CW noted that according to information publicly available on OTC 

Markets, the Odyssey float was approximately 15 million shares.  But Abujudeh corrected him:  

“No there’s is not.  . . . [T]here’s nothing outside our control.  They’re probably 100,000 shares 

max.”  Abujudeh understood that despite a large number of unrestricted Odyssey shares in 

existence, his nearly 2.5 million Odyssey shares constituted almost all of the shares that were 

deposited and available for public trading.   

58. Abujudeh and the CW continued to discuss the importance of controlling the 

Odyssey float on February 26, 2020, when Abujudeh confirmed that he controlled all but 

approximately 100,000 Odyssey shares available to trade:   

CW I’ve been doing this for a very long time, obviously.  And the 
one thing that kills a deal is when there are shares that we don’t 
control.  When there are people that actively have stock that are 
selling into what we’re trying to do, it usually – it kills us, man.  

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So do you – How many shares do you think the other room 
maybe put through, or what do you think is out of our control? 

Abujudeh There’s probably . . . 80,000 out of control. 
CW It’s not horrible.  . . .  Do you know about what they paid for it? 
Abujudeh Oh, over two bucks. . . . And there was originally 20,000 in the 

float, which is normal.  I mean – 
CW Yeah so you were saying – I mean, in total there might be about 

100K against us. 
Abujudeh Exactly.  The sooner you can start the better . . .  

 
In this call, Abujudeh confirmed that he had sold very few of his 2.5 million Odyssey shares 

through the prior phone room (IQ) he and his associates hired, and that there were no more than 

100,000 Odyssey shares owned by anyone other than him (including the roughly 67,000 shares 

purchased by victims of his prior phone room—Investors 1 and 2).   

Abujudeh’s Scheme To Manipulate Trading Volume and Share Price Through  
Deceptive Promotion and Control of the Float 
 
59. Abujudeh understood that by hiring the CW he would be able to not only generate 

demand for Odyssey shares through deceptive sales pitches.   He also could convince Odyssey 

investors to hold their shares, and thereby support Odyssey’s share price, while Abujudeh 

dumped his shares into the market.  

60. In one of their earliest conversations, Abujudeh and the CW discussed how they 

intended to manipulate the market for Odyssey shares by recruiting investors to bid at steadily 

escalating prices, and employing daily trading volume targets: 

Abujudeh We're offered at 2.14 right now. 
CW Okay, perfect, perfect.  So you know the deal then.  So that’s – 

we’ll kind of just set like a daily parameter.  Maybe we’ll do – 
start with 50,000 [shares] at [$]2.15 and then we’ll do 50,000 at 
[$]2.16 and 50,000 at [$]2.17.  You know? 

Abujudeh Exactly. 
CW ... It’ll be easy, man. 

61. Abujudeh and Person 2 both discussed with the CW a plan to recruit investors to 

purchase relatively small stakes in the company—as little as 1,000 shares, for example, at the 

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outset.  Abujudeh and Person 2 both understood that bringing in new investors would generate 

demand for the stock and increase its share price, and that the CW would then return to the same 

investors after the share price had risen and use deceptive tactics to convince those shareholders 

to dramatically increase their investments over time, enabling Abujudeh to dump more shares.   

62. In a March 10, 2020 conversation with Abujudeh, for example, the CW stated that 

in the first weeks of the campaign, what matters more than the total volume of shares sold was 

that “we get 20 investors, 30, 40 investors . . . to look at the stock.  Then it goes up 12 or 13 

percent.  They start believing the story.  . . . and then the big money starts to come on top of 

that.”  The CW told Abujudeh that the initial shareholders would “have price targets or reason to 

believe it might go to 5 or 6 [dollars per share], and they buy a thousand shares at 2 [dollars per 

share].  And then it’s at 2.20 and they feel like, ‘Holy shit.  This thing is really working.  I need 

to get 5,000 more shares.’  And then it’s at 2.50, and they’re saying, ‘Oh my God.  I’m about to 

miss out.’  Then they go up to 10, 20, 30,000 shares. . . . That is, like, the whole business 

model. . . .”  Abujudeh replied, “I got you.”   

63. Abujudeh recognized that as he sold his shares into the promotion, the individuals 

who bought his shares could re-sell them, potentially depressing the stock price and/or earning 

profits that Abujudeh would have otherwise captured.  For example, on March 6, 2020, 

Abujudeh and the CW discussed the then-current market offers to sell Odyssey stock, and 

Abujudeh expressed frustration that one of the offers was from an individual he believed was 

recruited by IQ: 

CW [Y]esterday, I'm sure you probably saw that . . . NITE4 was 
offering like 5,600 shares at like two-twenty-nine [$2.29 per 
share].   

Abujudeh Yes. 
                                                           
4 NITE is the identifier for market maker Knight Capital Group.   

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CW Yeah, man.  And so obviously I assumed that was not us. 
Abujudeh No, that definitely wasn’t us.  And I think what it was is those 

idiots got somebody to buy it.  And of course, we paid them on 
it.  And now, that person wants out. 

In this portion of the conversation, Abujudeh confirmed that he was not the seller offering 5,600 

Odyssey shares at $2.29 per share.  Abujudeh then informed the CW that he believed the prior 

stock promoters (“those idiots”), who were working for Abujudeh and his associates, had 

convinced someone to purchase the Odyssey stock but failed to convince that purchaser to hold 

the stock once Abujudeh and his associates paid the promoters their commission on the sale.5  

The CW reassured Abujudeh that although some investors would inevitably sell early, he 

intended to “pitch” Odyssey as a longer-term investment so that his investors would hold onto 

the stock: 

[Y]ou can’t help it, it’ll happen eventually.  You know, people will 
try to do that.  But I’m pretty damn good at keeping a tight, you 
know, wrap on my clients, man. . . .  [S]ome people pitch real 
shitty.  We pitch for, you know, six months out.  So these guys’ 
[i.e., people he convinces to buy Odyssey] understanding is that 
it’s going to be a process.  There might be some ups, there might 
be some downs, but we’re in it for the big haul, you know. 
 

64. Abujudeh acknowledged the plan and discussed the possibility of conducting a 

joint email promotional campaign after Abujudeh sold his shares allowing certain investors the 

CW recruited to “also get out” of their positions in Odyssey and be recruited for other stock 

promotion schemes.   

65. In a later conversation with Abujudeh, the CW reassured him again that the CW’s 

personal conversations with investors would mitigate the risk of investors taking short-term 

                                                           
5 Abujudeh expressed frustration with the performance of his prior phone room in other 
conversations as well.  On March 10, 2020, for example, Abujudeh told the CW, “I just don’t 
want us to waste another week and move like 40, 50,000 shares and—I’ve wasted two months 
with these idiots that” Person 2 and another associate “introduced us to.”   

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profits and selling significant quantities of shares during the promotion:  “You’re not going to 

see people flipping out and dumping because they’re talking to a voice.  They understand it’s 

going to take six months.  You know, they’re looking for certain things to happen.”  The CW 

said he acts “like the director of investor relations” on his calls with investors.  The CW and 

Abujudeh discussed how the CW’s ability to speak directly with his investors could minimize the 

risk of any large sell-offs.   

66. Abujudeh understood that the CW would not reveal that Abujudeh was funding 

the promotion and simultaneously dumping his stock, which constituted nearly the entire supply 

of Odyssey shares.  In fact, Abujudeh and Person 2 agreed that commission payments for the 

phone room sales would be routed through a third party that did not own Odyssey shares to 

conceal his involvement.  They further agreed that they would sign what the CW described as 

“something like a retainer agreement for marketing services or something stupid like that.” 

Abujudeh Coordinated His Actions With One or More Odyssey Shareholders 
and/or Affiliates 
 
67. Over the course of several conversations, Abujudeh and Person 2 described 

Abujudeh’s relationship with Odyssey and their coordination of their promotion and share sales 

with one or more Odyssey shareholders and/or affiliates.   

68. On February 11, 2020, for example, Abujudeh and Person 2 confirmed they had a 

close relationship with the company and that Abujudeh had advance notice of press releases from 

the company:   

CW But let me ask you guys a question.  How, how tight are you 
guys with ODYY? If we need some news or need a PR [press 
release] or something like that, can we get it out? 

Abujudeh [inaudible] We’ve got news tomorrow. [inaudible] . . . [To 
Person 2, referring to prior promoter:] . . . he’s required three 
news releases so far.  The company can’t just keep making up 
shit. 

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Person  2 Yeah, no we’re tight with the company.  Good relationship with 
the company. 

CW Okay, cool.  Just, yeah, you just want to make sure the CEO is 
not, like, against us, you know what I’m saying? If we need a 
news article or we need, you know, something to, to help us if 
we get stuck, it’s sometimes nice to – 

Abujudeh There, there was recent news on it and there’s news going to be 
on it tomorrow. 

69. On March 9, 2020, Person 2 called the CW to provide “just a little more 

background” about Abujudeh’s relationship with Odyssey.  Person 2 stated that the “relationship 

with corporate . . . is a little bit strained because of false promises of different IR [investor 

relations] groups” that were previously involved in promoting Odyssey’s stock.  Person 2 further 

conveyed that Odyssey’s management (which he described as “the corporate end”) was 

frustrated by the lack of trading volume generated from Abujudeh’s promotion of Odyssey 

involving prior news releases, and noted that the prior promoters had misled Abujudeh and 

Person 2 about their ability to generate trading volume from company news. 

70. In a March 11, 2020, call with Person 2, the CW said that Abujudeh had 

unrealistic expectations of sustaining a phone campaign that would keep a share price well above 

$2 per share while supporting Abujudeh’s dump of millions of shares.  Person 2 explained 

Abujudeh’s desire to maintain a higher share price:   

ODYY [the ticker symbol for Odyssey] has been going on for—shit, 
we’ve been involved for two months and he [Abujudeh] probably – he’s 
had it for four months probably. . . . and the problem is he’s got a 
company that’s expecting a million bucks four months ago.  And they’re 
calling him every day:  “Where’s my million bucks?”  He’s got pressure, 
pressure, pressure and the problem is he puts that pressure on me and he 
puts that pressure on you.  So I try to find solutions for him.  Right?  So, if 
you’re not going – $100,000 a day, he [Abujudeh] calls me:  “Why is [the 
CW] not doing $100,000 a day?  You said he was a great guy and could 
do miracles and all this stuff.”  I’m like:  “What the fuck?”  You know 
what I mean? 
 

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25 
 

71. Moreover, Abujudeh was coordinating his share dump with one or more other 

shareholders, who would sell their shares after Abujudeh liquidated his.  In late January 2020, 

Person 2 told the CW in an encrypted text message that the Odyssey promotion would involve 

“2.5 million shares, then another 2 million after that.”  As described herein, Abujudeh was 

dumping his 2.5 million shares into the market; the additional 2 million shares to follow 

belonged to one or more other shareholders awaiting the completion of Abujudeh’s sales.   

72. In later text messages and a conversation with the CW in March 2020, Person 2 

explained there were likely an additional 2.5 million shares to follow Abujudeh’s sales.  Person 2 

explained that Abujudeh has “investors that bought the debt got all the shares.  They got, I think, 

a total of 5 million shares and for that 5 million shares they got dollar expectations.  And like the 

company wants like, oh, 2 million.  His investors want—everybody wants a certain amount of 

cash.” 

73. Regarding the CW’s commission, Person 2 explained that he and Abujudeh had 

numerous stocks that were deposited with brokers and that they might hire the CW to promote 

them, but they could afford to pay the CW only 35 percent of sales (not the 50 percent the CW 

requested) because of high fees associated with depositing the stock (“20 percent for deposit”); 

significant kickbacks to the companies they were promoting (“[W]e have a couple businesses 

that want 30 percent and they’re pretty stringent about it to be cooperative”); and additional 

payments to investors (“the guys that have put the money up for the note, another 10” percent).   

Abujudeh Coordinated and Executed Matched Orders as Part of His Market 
Manipulation Scheme 

74. Abujudeh, Person 2, and the CW agreed to conduct a series of transactions in 

which Abujudeh and Person 2 believed the CW would convince some of his “investors” to 

purchase Abujudeh’s shares at specific prices.  The CW told Abujudeh that these transactions 

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were intended to test Abujudeh’s control of the float, get investors interested in the stock, and 

ensure that once the CW’s promotional efforts began, they could match their bids and offers so 

that the CW’s “investors” would be purchasing shares on the open market from Abujudeh 

instead of from other market participants.  In reality, the CW was not contacting any investors, 

and the FBI was conducting the matched trades with Abujudeh. 

75. To conduct these transactions, Abujudeh and the CW discussed the market for 

Odyssey shares, including not only the best outstanding bids to buy the stock and offers to sell 

the stock, but detailed data that included the aggregated quantities of shares behind all of the bids 

and offers in the marketplace—i.e., the aggregated quantities of shares for sale at each offering 

price, and the aggregated quantities of shares sought at each bidding price.  This type of detailed 

market data is often referred to as “Level II” market data and is generally available to the public 

for a fee.   

76. The first matched orders between Abujudeh and the FBI occurred on March 6, 

2020.  To ensure that the FBI’s bids would be matched with Abujudeh’s offers, Abujudeh and 

the CW discussed the marketplace for Odyssey shares and the exact price at which Abujudeh 

would offer his shares.  After noting that there was an outstanding offer from another party to 

sell shares at $2.29 per share, they decided to target $2.28 per share:   

CW … Let’s go 2.28.  Let’s just start fresh a penny lower than these 
guys.  And as soon as I see us up – who will we be through, do 
you know? Are we C-Del?6 

Abujudeh Yeah, C-Del. 
CW Alright, cool.  So when I see 2.28 I’ll let the floodgates open. 
Abujudeh Okay. I’ll tell my men. 
CW Alright, brother. And then we’ll consolidate man, like, 

throughout the day, okay? 

                                                           
6 C-Del refers to market maker Citadel Securities LLC (Identifier:  CDEL). 

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27 
 

Abujudeh Okay, perfect.  Let’s see if you can get most of the trades done 
here by noon my time so I can have time to get your wire out. 

Abujudeh and the CW successfully matched their offer and bid at $2.28 per share resulting in 

Abujudeh’s sale of 4,000 Odyssey shares for $9,120.  Abujudeh confirmed the 4,000-share 

transaction with the CW in a phone call later in the morning on March 6, 2020.  This was the 

only trade in the market for Odyssey stock on March 6.  That same day, Abujudeh “got [the 

CW’s] wire out,” sending $3,192 in sales commissions for the CW from Abujudeh’s personal 

bank account to an FBI-controlled bank account.   

77. On March 9, 2020, Abujudeh and the CW coordinated another transaction in 

which the CW matched the FBI’s bid to Abujudeh’s offer for Odyssey stock.  An exchange of 

encrypted text messages about the transaction follows:   

CW Give me a call to discuss strategy. I see the 225 is back 
Abujudeh We’re at 2.24 
CW Yep I see it, going after it now 
Abujudeh K 
CW Small trade, can we just verify it was captured? and then we 

have some more coming right behind it 
Abujudeh 1k shares sold 
CW Excellent. More coming now hopefully. 
Abujudeh K 

78. In this exchange, the CW noted that there was a seller offering Odyssey shares at 

$2.25 per share (“I see the 225 is back”).  Abujudeh then informed the CW that his offer was for 

$2.24 per share, which the CW acknowledged and successfully matched with a $2.24 bid 

(through the FBI).  On March 9, Abujudeh sold a total of 3,072 Odyssey shares for $2.24 per 

share as discussed in the encrypted text messages above, and the FBI-controlled brokerage 

account purchased 3,000 shares.  Total market volume on March 9 was 3,172 shares.  The next 

day, Abujudeh wired $2,300 in sales commissions for the CW from his personal bank account to 

an FBI-controlled bank account.   

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79. Abujudeh’s commission payments of $5,492 to the CW for his coordinated stock 

purchases is roughly consistent with their agreement that the CW would earn 35% commission 

on the shares Abujudeh sold to his investors.   

80. The conduct described above involving Abujudeh, Person 2 and others constituted 

a scheme to defraud, and/or acts, practices, and courses of business that operated or would 

operate as a fraud or deceit upon other persons.  Abujudeh engaged in this conduct and employed 

this scheme in connection with the offer and sale of Odyssey shares, including, specifically, the 

4,000 Odyssey shares Abujudeh offered and sold on March 6, 2020, and the 3,072 he offered and 

sold on March 9, 2020.  This conduct was also part of a broader deceptive scheme to defraud 

and/or a broader set of as acts, practices, and courses of business that operated or would operate 

as a fraud or deceit in connection with the offer and sale of Odyssey stock as described herein.  

Abujudeh’s Digital Promotion of Odyssey 

81. Abujudeh, Person 2, and their associates were, of course, unable ultimately to hire 

the CW to run a promotional call center because he was working at the direction of the FBI.  

Abujudeh next funded and controlled a digital campaign that promoted Odyssey stock to 

potential investors through display ads and dozens of newsletters that contained links to at least 

one website touting Odyssey.  Abujudeh had previously discussed with the CW his intention to 

launch a digital promotion campaign for Odyssey.  In a February 26, 2020 call with the CW, for 

example, he stated:  “The sooner you can start the better, because I was going to turn the lights 

on with the PPC [i.e., pay-per-click advertising] and the e-mails tomorrow and the next day.”  

Abujudeh’s paid email promotions, in fact, started soon after his relationship with the CW ended, 

running from March through early July 2020.   

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82. Abujudeh used Intermarket to pay for his digital promotional campaigns.  For 

example, between June 5 and July 6, 2020, Intermarket made four wire payments totaling 

$430,000 to a Florida company for “Marketing ODYY.”  This company (the “Florida Promoter”) 

acted as both a stock promoter and a broker for stock promoters.  Thus, the Florida Promoter not 

only distributed Odyssey promotion materials to its own lists of potential investors, but also 

operated as a pass-through entity, and accordingly used a portion of the $430,000 to pay a New 

York company for “Marketing Awareness Services for Odyssey Group Intl Inc,” according to 

billing records.  Because of this layering, the New York company (and others) identified the 

Florida Promoter, rather than Abujudeh and Intermarket, as the party that funded the promotion.   

83. Abujudeh hired the Florida Promoter to promote various stocks over the course of 

several years.  Abujudeh typically paid the Florida Promoter a lump sum dedicated to a particular 

campaign, such as Odyssey.  Abujudeh controlled the timing, duration, cost, and type of media 

for each campaign.  Abujudeh hired other promoters following the same pattern.  Abujudeh 

approved all of the Florida Promoter’s expenditures—including the hiring of subcontractors and 

other promoters to conduct portions of Abujudeh’s promotional campaigns.  

84. Abujudeh also directly approved the content of certain promotional materials.  For 

example, on February 14, 2020, Abujudeh received an email stating, “Hi Charlie, I’ve attached 

your landing page [for Odyssey]. Please have all of the content checked for accuracy and let me 

know if you would like anything changed. Once I have your approval I’ll get started on emails.” 

85. The landing page (i.e., website) that Abujudeh approved was hosted at the domain 

dearwallstreet.com, and the Florida Promoter embedded a link to this website in its promotional 

emails.  The landing page claimed that Odyssey stock was a “Way to Capitalize On The 

Trillion Dollar Healthcare Sector.”  (Emphasis original).  The landing page further described 

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Odyssey as being “in a prime position to potentially dominate the market” for medical devices in 

the United States, with “heart monitoring and screening” technology that is “well poised to take 

the market by storm.”  The page also described Odyssey’s partnership with a biopharmaceutical 

company that “could quite possibly facilitate the release of the FIRST EVER concussion 

treatment drug.  Which would be an IMMENSE feat in an untouched market.”  Odyssey’s 

personal anti-choking device was described as being potentially “AS BIG AS THE BABY 

MONITOR.” (Emphasis original). 

86. Once the landing page was launched, it also contained a disclaimer with the 

following statement regarding compensation for the promotion:   

Pursuant to an agreement between Quantum Capital and 
DearWallstreet.com, we were hired to publicly disseminate 
information about (( ODYY )) including on the Website and other 
media including Facebook and Twitter. We were paid up to $300k 
in cash from Quantum Capital. We own zero shares of (( ODYY )) 
which we purchased in the open market.  We may buy or sell 
additional shares of (( ODYY )) in the open market at any time, 
including before, during or after the Website and Information, 
provide public dissemination of favorable Information.  

Abujudeh knew or was reckless in not knowing that this information was false and misleading, 

and/or omitted material information he was obligated to disclose.  First, this landing page, like 

many of the promotional materials Abujudeh funded, stated that “Quantum Capital” funded the 

promotion and/or hired the promoters.  This was false.  Abujudeh paid for the promotion through 

Intermarket, and he controlled the content of the promotion.  “Quantum Capital” did not pay for 

the promotion.     

87. Abujudeh instructed the Florida Promoter to identify Quantum Capital as the 

paying party.  Based on the Florida Promoter’s lengthy history of running promotional 

campaigns for Abujudeh, the Florida Promoter did not attempt to confirm whether the actual 

paying party matched the name Abujudeh had directed him to use in the disclaimer.  Abujudeh 

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was at one point the sole member of Quantum Capital Funding LLC, an Arizona company with a 

different name that is currently (and was at the time of the promotion) owned by his ex-wife who 

does not share a last name with Abujudeh. This further obscured any connection between 

Abujudeh and the promotion.  

88. Moreover, the disclaimer omitted the material information that Abujudeh and/or 

Intermarket controlled the vast majority of the Odyssey shares available for trading, and that 

Abujudeh intended to sell—and was in fact selling—those shares during the promotion he 

funded.  Finally, the disclaimer failed to disclose that the promotional campaign was run in 

coordination with at least one Odyssey affiliate.7  Abujudeh knowingly or recklessly concealed 

this information from the stock promoters he hired.    

89. Between March 26, 2020 and July 6, 2020, Abujudeh funded more than forty 

emails promoting Odyssey.  Despite having sold Odyssey stock on a majority of trading days in 

February 2020, while Investor 1 was buying Odyssey stock, Abujudeh, through Intermarket, did 

not sell any Odyssey shares from March 9, 2020, the date of his matched trade with the CW, and 

March 25, 2020.  On March 25, 2020, the day before Abujudeh’s email promotion began, 

Intermarket both bought and sold 500 shares of Odyssey stock in two different transactions.  

Abujudeh bought 500 shares at $1.30 each, and sold 500 at $1.25 each, losing a total of $25 on 

his two trades that day.  Notably, there was no other trading in Odyssey stock that day; 

Abujudeh’s trades created an illusion of legitimate market activity in Odyssey ahead of 

promotional emails going out to unwitting retail investors.  On March 27, 2020, the day after the 

first promotional email was distributed, Abujudeh sold 20,109 shares.  

                                                           
7 In addition to his communications with Person 1, Abujudeh submitted the proposed landing 
page (without the disclaimer) to another company affiliate and significant Odyssey shareholder, 
who in turn, sought and obtained the CEO’s approval of landing page content. 

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90. Emails funded by Abujudeh continued to promote Odyssey in various ways for 

several months.  For example, on April 23, 2020, “Stock of the Week” sent out an email, subject: 

“[Subscriber Name], this could be the Next Med-Tech Stock to Deliver Massive Returns.”  The 

email text stated:  “There’s a Med-Tech Company on Wall Street Going Quietly Undetected 

that is involved with several revolutionary medical devices that could soon hit the market!”  

(Emphasis original, hyperlink to landing page).  The email claimed that the company’s devices 

were “cutting edge and game changing” and that “if Wall Street learns about the devices this 

company has, it could lead to one of the biggest breakouts in the healthcare arena this year!”  

The email specifically touted the stock’s “super small trading float.”  (Empahsis original).  The 

email did not name Odyssey, but contained text hyperlinks to the above-described landing page:  

“Hurry And Find Out More HERE Before Wall Street Discovers This undervalued 

Bargain!”  (Emphasis original, hyperlink to landing page).  The email stated that it was paid for 

by a third party, but did not identify that party, let alone the fact that the third party, Abujudeh, 

dominated the market for Odyssey shares and intended to sell all of his holdings into the 

promotion.  Another nearly identical email dated April 21, 2020, from “Market Profit Center” 

entirely failed to disclose it was a paid promotion.     

91. Another promotional email dated May 11, 2020, from “Pro Trader Elite” carried a 

subject line: “Medtech is about to skyrocket.”  The body of the email contained the header “This 

Could Be The Next BioTech Stock To Rally” (emphasis original) and included a link to 

Abujudeh’s Odyssey landing page.  The fine print disclaimer noted that the Florida Promoter had 

paid for the promotion and that “a third party of [Pro Trader Elite] LLC may have shares and 

may liquidate.”  At this point Abujudeh had already sold nearly 200,000 shares into the 

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33 
 

promotion he funded, and in the next month alone would sell nearly 600,000 more shares into the 

promotion.  

92. As described above, among the promotional emails that carried fine-print 

disclaimers, the disclaimer content varied.  Some stated that the emails were part of a paid 

campaign without accurately identifying the payer, or the payer’s role as a seller, for example; 

others stated that investors should assume the payer held Odyssey shares and intended to sell 

them.  But these email disclaimers nonetheless provided inaccurate, incomplete, and misleading 

information.   

93. Abujudeh was aware of the content of many of these promotional emails, the 

distribution of which he funded.  Abujudeh subscribed to and opened emails from at least some 

of the distribution lists to which the emails were sent.  One promoter indicated that his tracking 

data showed that Abujudeh was opening emails regularly throughout the Relevant Period.     

94. Abujudeh knew or was reckless in not knowing that the promotional campaign he 

was funding included emails such as the ones quoted above, that omitted material facts that were 

required to be disclosed or were otherwise deceptive.  Abujudeh concealed that he paid for the 

promotion; he was selling Odyssey stock during the promotion; he controlled the vast majority of 

the Odyssey float; and he was coordinating the promotion and his stock sales with others, 

including at least one Odyssey affiliate.   

95. The promotional campaign was successful, generating enough demand for 

Odyssey stock to enable Abujudeh to finish selling all 2.5 million of his shares, as shown in the 

chart below.  In all, Abujudeh generated approximately $2.6 million in proceeds from selling his 

Odyssey stock into the various promotions he funded, and accounted for much of the trading 

volume during that time, as shown in the graph below.   

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34 
 

 

96. On July 8, 2020, as he prepared to liquidate his last Odyssey shares, Abujudeh 

wrote a $200,000 check from his Intermarket account to Person 1’s Company A, for “consulting 

services.”  A $100,000 wire followed on July 21, 2020, and a $50,000 wire was sent September 

4, 2020, for “marketing.”  Person 1, in turn, sent half of each of those money transfers to a 

company controlled by another Odyssey shareholder.   

97. Abujudeh’s conduct in carrying out this digital promotional campaign, as 

described herein, constituted a scheme to defraud, and/or acts, practices, and courses of business 

that operated or would operate as a fraud or deceit upon other persons.  Abujudeh engaged in this 

conduct and employed this scheme in connection with the offer and sale of Odyssey shares.  This 

conduct was also part of a broader deceptive scheme to defraud and/or a broader set of acts, 

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

connection with the offer and sale of Odyssey stock as described herein.  

 -

 100,000

 200,000

 300,000

 400,000

 500,000

 600,000

 700,000

 800,000

 900,000

 $-

 $0.50

 $1.00

 $1.50

 $2.00

 $2.50

 $3.00

 $3.50

Odyssey Group International, Inc. (OTC: ODYY)
Price, Volume and Intermarket Proportion of Trading

Market Volume Intermarket Volume Closing Price

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Abujudeh’s Unregistered Offers and Sales Of Odyssey Stock 

98. Because Abujudeh:  (1) controlled the float of Odyssey stock; (2) coordinated his 

promotional activities and stock sales with Person 1, an Odyssey insider and significant 

shareholder with the power to influence the management of the company; and (3) paid Person 2 

of a portion of the proceeds of Abujudeh’s Odyssey stock sales, Abujudeh was himself an 

affiliate of Odyssey who was offering and selling Odyssey shares, and/or was otherwise offering 

and selling shares on behalf of Odyssey itself through Person 2.   

99. At the time that Abujudeh sold his Odyssey 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.  No exception from the registration requirement 

applied. 

Additional Publicly Traded Companies Dumped by Abujudeh 

100. In addition to the stock of Odyssey, Abujudeh, acting in concert with others, sold 

the stock of other publicly traded companies, including Scepter and CannaPharmaRx, during 

promotions that he funded.  He did so while concealing that he controlled the vast majority of the 

float in these securities and that he was selling the entirety of his holdings into his promotions.  

Moreover, Abujudeh sold his shares during the Relevant Period without registering the sales with 

the Commission pursuant to Section 5 of the Securities Act.  No exception from the registration 

requirement applied.  In these instances, Abujudeh was acting as an affiliate of the issuer by 

virtue of his control over, at a minimum, the vast majority of the shares that were deposited and 

available for trading in these companies, as described in the chart below:   

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Issuer Duration of  
Promotion 

Approximate 
Percentage of Float 

Abujudeh Controlled 
Before Promotion 

Minimum Gross 
Proceeds from 

Abujudeh’s Sales 

Scepter Holdings, Inc. 
(BRZL) 

2/2020-8/2020 91% $3.2M 

CannaPharmaRx, Inc. 
(CPMD) 

8/2020-9/2020 80% $3.3M 

 
101. The promotions Abujudeh funded for these stocks included emails and landing 

pages, like the ones he funded for Odyssey.   

102. For example, on March 3, 2020, an email sent to potential investors stated at the 

top in blue bold letters, “BRZL has shifted in a PARABOLIC state and a MASSIVE Short 

Squeeze Opportunity could send share prices past $0.14 at any moment! Make sure you act 

fast!”  (Emphasis original).  The disclaimer at the bottom of this email stated, in relevant part:  

“We do not own any shares in BRZL. We have been compensated $35k cash via bank wire by a 

third party, Quantum Capital, LLC, to conduct investor relations advertising and marketing for 

BRZL . . . .  The third party, profiled company, or their affiliates likely wish to liquidate shares 

of the profiled company at or near the time you receive this communication, which has the 

potential to hurt share prices.”  This disclaimer was written in white text on a white background 

and is only visible when manipulated, for example, by selecting the text and changing its color.    

103. An April 30, 2020 mass email that Abujudeh funded stated in part, “As I said, if 

you missed out on BRZL so far this week… DO NOT MISS IT TODAY!”  The disclaimer 

stated:  “TheWolfofPennyStocks.com has been compensated seventy-four thousand dollars cash 

via bank wire by a third party, [the Florida Promoter] for a one week Scepter Holdings Inc. 

marketing Services contract. TheWolfofPennyStocks.com does not own any shares of BRZL. 

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TheWolfofPennyStocks.com does not investigate the background of any third party.  The third 

party may have shares and may liquidate it, which may negatively affect the stock price.”   

104. Until at least June 16, 2021, Scepter had a landing page hosted at 

http://dearwallstreet.com/ar/brzl/.  That landing page, along with the landing pages for Odyssey 

and CannaPharmaRx were taken down at some point on or after June 16, 2021.  The Scepter 

landing page bears the date February 26, 2020, and indicates it is sponsored by Quantum Capital.  

The landing page opens by stating, “With revenues and sales skyrocketing, Scepter [] may 

soon become one of the most beloved stocks on Wall Street!”  (Emphasis original.)  The page 

touts a “recent endeavor with hand sanitizer and nose air filters” and highlights increasing 

coronavirus cases concluding, “Scepter Holdings, Inc., (OTCPK: BRZL) may be poised to 

see monstrous upside as the company is involved with products that could become staples 

for many households across the nation!”  (Emphasis added.)   

105. The Scepter landing page includes a disclaimer stating “We were paid up to 

$600,000 in cash from Quantum Capital. We own zero shares of ((BRZL)) which we purchased 

in the open market.”  The disclaimer omitted material information that Abujudeh and/or 

Intermarket controlled the vast majority of the Scepter shares available for trading, and that 

Abujudeh intended to sell—and was in fact selling—those his shares during the promotion he 

funded.   

106. One promoter who had been hired to tout Scepter described how Abujudeh, or 

someone acting on Abujudeh’s behalf, repeatedly went in person to a bank to deposit money 

directly into the promoter’s account.  Once the money was deposited, Abujudeh contacted the 

promoter to tell him who to identify as the paying party.  For the Scepter campaign, Abujudeh 

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told this promoter to identify Quantum Capital, LLC as the third party paying for the promotion, 

and he did.  

107. Abujudeh discussed his email promotion of Scepter (identifying the company by 

name and ticker symbol) with the CW:  

Abujudeh Look at the volume. 
CW Interesting. 
Abujudeh You see, that was a 45 grand spend. 
CW What do you think it netted? 
Abujudeh We spent 45 and we netted – we profited about 140. 
CW Okay.  So not bad.  Is that normal?  Like 3 to 1, you think, on 

return? 
Abujudeh Oh, yeah.  Yeah.  That’s normal. 

 
108. Abujudeh similarly promoted CannaPharmaRx in emails like one that was sent to 

potential investors on September 1, 2020, which stated in part, “Usually you can find a bounce 

play with 20-30% upside. But . . . nearly 150% IMMEDIATE UPSIDE!?!  This is no joke! 

And CPMD *already* Bounced 41% on Monday! . . . So are you ready to ‘Catch the Bounce’ 

again today to potentially even greater highs?”  (Emphasis original.) The disclaimer on this email 

noted that the publisher had been compensated $70,000 by a Kansas company, and noted only 

that a “third party may have shares and may liquidate it, which may negatively affect the stock 

price.”  From August 28 to September 28, 2020, Intermarket sent the Kansas company three 

wires totaling approximately $319,000 for “CPMD.”  

109. CannaPharmaRx had a landing page hosted at http://dearwallstreet.com/ar/cpmd/.  

The recently removed landing page bears the date July 2, 2020 and indicates it is sponsored by 

Quantum Capital.  The landing page refers to loosening of government regulations and strong 

demand for cannabis, particularly in light of the coronavirus pandemic.  The page concludes, 

“CannaPharmaRx, Inc. (OTC: CPMD) could become one of Canada’s biggest and most 

important companies in the cannabis market and is worth watching at current levels!”  

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110. The CannaPharmaRx landing page includes a disclaimer stating:  “We were paid 

up to $300k in cash from Quantum Capital. We own zero shares of ((CPMD)) which we 

purchased in the open market.”  The disclaimer omitted material information that Abujudeh 

and/or Intermarket controlled the vast majority of the CannaPharmaRx shares available for 

trading, and that Abujudeh intended to sell—and was in fact selling—those shares during the 

promotion he funded.   

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

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

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 Odyssey, Scepter, and CannaPharmaRx 

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, defendant Abujudeh, 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, defendant Abujudeh 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. 

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

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

 
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 Odyssey, Scepter, and CannaPharmaRx 

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

117. By reason of the conduct described above, defendant Abujudeh, 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. 

118. By reason of the conduct described above, defendant Abujudeh violated 

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

§240.10b-5(a) and (c)] thereunder. 

 
THIRD CLAIM FOR RELIEF 

UNREGISTERED OFFERINGS OF SECURITIES 
(Violations of Sections 5(a) and 5(c) of the Securities Act) 

 
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 Odyssey, Scepter, and CannaPharmaRx 

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

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121. By reason of the conduct described above, defendant Abujudeh, 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. 

122. As a result, defendant Abujudeh violated Sections 5(a) and (c) of the Securities 

Act [15 U.S.C. §§77e(a) and (c)].   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Temporarily, preliminarily, and permanently restrain the Defendant, his officers, 

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

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

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

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

5]. 

B. Order the Defendant to disgorge, with prejudgment interest, all ill-gotten gains 

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

C. Order the Defendant 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)];  

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D. Enter an order barring the Defendant 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)]; 

E. Enter an order barring the Defendant from acting as an officer or director of any 

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

U.S.C. § 781], or that is required to file reports pursuant to Section 15(d) of the Exchange Act 

[15 U.SC. § 78o(d)]; 

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

orders and decrees that may be entered; and  

G. 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 this 22nd day of July, 2021. 

 

      Respectfully submitted, 

s/ Nita K. Klunder________ 
Nita K. Klunder  
David D’Addio* 
 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 

 
*Not admitted in the U.S. District Court for the Eastern District of New York  

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