SEC v. DENIS J. JOACHIM; DONNA K. JOACHIM; and THE TOTAL FINANCIAL GROUP, No. 18 Cr. 00189 (CJB), District of New Jersey (May 21, 2021)

Richard R. Best
Sanjay Wadhwa
Adam S. Grace
Todd D. Brody
Kenneth V. Byrne
Rhonda L. Jung
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
Brookfield Place
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0080 (Brody)
[email protected]

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

THE PREMIER HEALTHCARE SOLUTION,
LLC and JOSIAH DAVID,

                                             Defendants,

PROVISION CORPORATION LLC, and DENIS
JOACHIM,

                                             Relief Defendants.

COMPLAINT

21 Civ. 11460 (     )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants The Premier Health Care Solution, LLC (“Premier”) and Josiah David (“David”)
(collectively, “Defendants”) and Relief Defendants Provision Corporation LLC (“Provision”) and
Denis Joachim (“Joachim”) (collectively, “Relief Defendants”) alleges as follows:

2
SUMMARY
1. This matter involves the fraudulent offer and sale of membership interests in
Premier (“Premier Membership Interests”), a company controlled by David and whose purported
business is to operate a supplemental medical reimbursement plan.
2. David has an extensive criminal and regulatory history under his former name,
Dennis Lee, which he legally changed in 2015.
3. When soliciting investors to purchase Premier Membership Interests, David and
Premier failed to disclose David’s criminal and regulatory history.  And when ultimately confronted
by investors who discovered his past legal problems, David lied about the reasons for changing his
name and told the investors that his criminal and regulatory history was irrelevant.
4. David and Premier also materially misrepresented Premier’s relationships with the
banks whose participation in the program was a critical component to Premier’s success, telling
prospective investors that a bank had agreed to financing terms and suggesting that there was a
syndicate of banks who would also participate on those same terms.  In fact, no banks were willing
to participate in the program, which made Premier’s entire business plan nonviable.
5. David and Premier also falsely misrepresented that the concept underlying Premier’s
business model was either patent pending or had already been patented and, as such, Premier would
have no competitors to draw away potential customers.  In fact, the United States Patent and
Trademark Office (“USPTO”) repeatedly denied David’s attempts to patent the concept on the
grounds that the Premier business process was not patentable for lack of innovation.
6. David’s and Premier’s material misrepresentations and misleading omissions induced
prospective investors to purchase Premier Membership Interests, and also induced existing investors
to purchase additional Premier Membership Interests themselves and to solicit their friends and
family members to invest.

3
7. From at least July 2017 to the present, Premier has raised approximately $3.9 million
from approximately 131 investors.
VIOLATIONS
8. By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 77q(a)], and Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78j(b)]], and Rule 10b-
5 thereunder [17 C.F.R. § 240.10b-5].
9. Unless Defendants are restrained and enjoined, they will continue to engage in the
acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
10. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section
21(d) [15 U.S.C. § 78u(d)].
11. The Commission seeks a final judgment: (a) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering
Defendants to disgorge the ill-gotten gains they received with prejudgment interest thereon pursuant
to 15 U.S.C. § 78u(d)(5) and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization
Act for Fiscal Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3) and
78u(d)(7); (c) ordering Defendants to pay civil money penalties pursuant to Securities Act Section
20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) ordering
Relief Defendants to pay, with prejudgment interest, all ill-gotten gains by which they were unjustly
enriched pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and (e) ordering any
other and further relief the Court may deem just and proper.

4
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
13. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.
14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants are located in the District of  New Jersey
and certain of  the acts, practices, transactions, and courses of  business alleged in this Complaint
occurred within this District, including offers and sales in this District.
DEFENDANTS
15. The Premier Health Care Solution, LLC is a Delaware limited liability company
formed on June 8, 2017.  Premier is headquartered in Vernon, New Jersey.  Premier purports to
offer a medical insurance reimbursement plan that covers out of pocket insurance costs not covered
by health insurance.
16. Josiah David, age 74, resides in Vernon, New Jersey.  David is an adviser to
Premier’s Board of Directors.  He is also the managing member of Provision Corporation, LLC
(“Provision”), one of the relief defendants described below.  In 2015, David legally changed his
name from Dennis Lee.
RELIEF DEFENDANTS
17. Provision Corporation, LLC is a Delaware limited liability company with its
headquarters at 200 Park Ave, New York, New York.  Provision is controlled by David, its
managing member.  Provision is a managing member of Premier’s Board of Directors.

5
18. Denis Joachim, age 54, resides in Covington, Louisiana.  On August 31, 2018, in
United States v. Denis J. Joachim, Donna K. Joachim, and The Total Financial Group, Inc., 18 Cr. 00189 (CJB)
Joachim was charged by the U.S. Attorney’s Office for the Eastern District of Louisiana (“USAO”)
with, among other things, conspiracy to commit wire fraud and money laundering in connection
with a business called The Total Financial Group, Inc. (“Total Financial”), which had a similar
business plan as Premier’s.  On June 19, 2019, Joachim pleaded guilty to conspiracy to commit
money laundering.  Joachim’s May 30, 2019 plea agreement expressly prohibits him from being
employed by, or from serving as an advisor or consultant to, any employee benefit plan.
OTHER RELEVANT PERSON
19. Allison David, age 71, resides with her husband David in Vernon, New Jersey.
Alison David manages Premier’s business and previously worked for Provision as an assistant to the
Board.
FACTS
I. BACKGROUND ON HEALTH EXPENSE REIMBURSEMENT PLANS
20. Internal Revenue Code Section 105 [26 U.S.C. § 105] is the provision of the United
States Tax Code that addresses the tax treatment of amounts received by an insured under accident
and health plans.  Section 105 allows certain qualified distributions from accident and health plans to
be excluded from income.
21. Section 105 health reimbursement plans are IRS approved, employer-funded, tax-
advantaged, employer health benefit plans that reimburse employees for out-of-pocket medical
expenses.
22. Pursuant to such health reimbursement plans, eligible medical expense
reimbursements are excluded from an individual’s taxable income.

6
23. Moreover, health reimbursement plans save employers money due to a reduction in
the payment of FICA taxes, which are payroll taxes, because the amounts paid by the employer for
medical expense reimbursements under such plans are not considered wages.
II. PREMIER IS BASED ON TOTAL FINANCIAL’S CLASSIC 105 PLAN
24. From 2013 until 2017, David served as a consultant to Total Financial, the company
owned and operated by Joachim and his wife.
25. Total Financial offered an employee benefits plan that Joachim named the “Classic
105,” after Section 105 of the Tax Code.
26. The Classic 105 purported to provide companies with a supplemental healthcare
benefits plan that would reimburse employees for medical expenses.
27. The basic premise was as follows:  whereas employees using typical healthcare
spending plans would lose access to pre-tax deductions set aside for medical expenses, Total
Financial offered to lend those amounts back to employees before claims were paid, while still using
employees’ contributions to handle the claims when they occurred.
28. Total Financial charged employers monthly fees for this service depending on the
number of employees enrolled, and promised that it would obtain bank loans to fund the amounts
being lent back to employees.  Total Financial further promised that the employees would not
ultimately be responsible to pay back the loans because Total Financial would obtain life insurance
policies that would repay the bank loans at the employees’ death.
29. David’s responsibilities at Total Financial included trying to find banks to provide
the loans to fund the amounts being lent back to employees, a task at which he was unsuccessful.
30. Over the span of approximately four years, Total Financial signed up approximately
350 employers, with a total of approximately 4,300 employees.

7
31. While Total Financial received millions of dollars in fees for the program, Joachim
and Total Financial never actually obtained the bank loans or life insurance policies as represented.
32. The Classic 105 scheme began to unravel in January 2017, after a parallel
investigation conducted by the U.S. Department of Labor (“DOL”) and the USAO resulted in a
search of Total Financial’s business offices.
33. In August 2018, Total Financial, Joachim, and two additional individuals were
indicted and charged with fraud based on the failure to obtain the bank loans.  By June 2019, these
three defendants had pleaded guilty for their respective roles in the Classic 105 scheme.
III. DAVID STARTS PREMIER IN 2017 BASED ON TOTAL FINANCIAL’S PLAN
34. David formed Premier on or about June 2017 after Total Financial ceased doing
business as a result of the parallel investigations into its operations by the DOL and the USAO.
35. Premier’s business model is to deliver to employers a healthcare product similar to
the Classic 105 offered by Total Financial.
36. According to Premier’s Partner Investment Informational Brochure (“Investment
Brochure”), which David and Premier provided to prospective investors along with various
additional written promotional materials describing the Premier plan, “[t]he Premier 105 then, is
simply a 105 reimbursement fund deducted from the worker’s pay, added to a 125 Cafeteria Group
Healthcare Plan, with an optional loan that helps the worker replace the resulting shortfall in his or
her take home pay, that winds down each calendar year with the process starting anew each year.”
37. In a purported effort to fund the creation and implementation of Premier’s plan,
Premier raised money from investors.
38. In a document provided to prospective investors titled “Investment Teaser,” Premier
stated that the program “enables participants to fund a large portion of their out-of-pocket
healthcare costs and still garner the same take home pay as before the program.  This is a market

8
disruptor business and is expected to grow larger very quickly because it has a large distribution
network ready to go. It is the solution to rising healthcare costs and rising deductibles.”
39. In addition to promoting the Premier program as “the solution to rising healthcare
costs and rising deductibles”, the Investment Teaser claimed that “only [Premier’s] technology can
solve” the problems in the health insurance industry, that “the risks were low”, and that this was a
“very conservative investment.”
40. In August 2017, David began selling the Premier Membership Interests.  The
“Introduction to the Partnership Investment Packet” provided to prospective investors explained
that:  “We plan for the first offer of 125 units to be sold at $10,000 each. The second tranche will go
to $25,000 each for 50 more units and the third tranche will be $50,000 each for the last 50 units we
intend to sell.  We will raise five million dollars in total.”
41. On August 9, 2017, Premier filed a Form D indicating reliance on Rule 504(b) for a
$1 million equity offering.
1
  On May 24, 2018, Premier filed an amended Form D, increasing the
offering amount to $5 million.  The following day, Premier again amended the Form D indicating
the offering was expected to last more than one year.
42. While Premier recruited sales agents to pitch the program to prospective investors,
David instructed the agents to direct all leads to David, who speaks directly to prospective investors
about the Premier plan and Premier Membership Interests.
43. David also encouraged existing investors to purchase additional Premier
Membership Interests themselves and to solicit their friends and family members to invest.

1
  Form D is used to file a notice of an exempt offering of securities with the Commission.
The federal securities laws require the notice to be filed by companies that have sold securities
without registration under the Securities Act in an offering made under Rule 504 or 506 of
Regulation D or Section 4(a)(5) of the Securities Act.

9
44. According to the Investment Brochure, the Premier plan, like Total Financial’s
Classic 105, consists of a tax-exempt contribution from the employee to Premier, a loan from a
lender to repay the employee’s contribution, and an insurance policy obtained by Premier payable at
the employee’s death to repay the loan.
45. As described in the Investment Brochure:  “This business holds significant
intellectual property.  Here is the concept in brief summary, the rising costs of premiums for
healthcare for employers caused them to raise the deductibles for the plan for their employees in
order to try to stay in budget.  Now the employees have very high deductible plans.  That means the
employees are paying the first $5,000 or more before the insurance coverage even kicks in.  They
used to pay less than $1,000 out-of-pocket for medical expenses.  How do you solve the problem for
both the employer and the employees?  We have the answer.  We provide money to the employees
to cover their shortfall in take home pay after they make contributions from their pay every payday
to fund a pre-tax reimbursement account to cover their out-of-pocket costs.  The private loan from
us to the employees is collateralized by a death benefit and it is paid back by the insurer when they
die.  The employee is never required to make any payments on the loan we provide during their
lifetime.  This is all done in a very clever manner that is in compliance with the rules for
reimbursement plans and all the appropriate IRS Codes.  The employer can then raise deductibles to
avoid price increases without negatively affecting the finances of their workers (in fact, our program
very positively affects them).  We devised a funding mechanism through community banks for this
purpose that is very innovative.”
46. While the Investment Brochure disclosed Joachim’s indictment in the Investment
Brochure and explained that this was why the Classic 105 program failed, the Investment Brochure
claimed that, unlike Total Financial, Premier would fulfill its promises to employers.

10
47. The Premier Operating Agreement (“Operating Agreement”), effective as of June 8,
2017, provides that the LLC will initially be managed by Provision (through its own board) and
David, who is described as “an adviser”.
48. While the Operating Agreement provides for eventual member selection of a
permanent Board of Directors (and the potential for at least some LLC members to become board
members), the triggering event has not yet occurred, and Provision and David have remained in
control of Premier since the company’s inception.
49. Provision pays David approximately $525 per week for his advisory role.
50. The offering of Premier Membership Interests has not ceased since the company’s
inception.
51. To date, Premier has raised approximately $3.9 million by selling Premier
Membership Interests to approximately 131 investors throughout the United States.
52. Each investor was promised a share of Premier’s profits based on the number of
units purchased.  The Investment Teaser states that “The ROI return on investment for this proven
business model is outstanding: the earlier you get in, the higher the return e.g. 37% ROI in year one,
but they go even higher than that for subsequent years as profits increase.”
53. To date, Premier has not launched its program.
54. Over the last two years, Premier has given investors a series of reasons for why the
program has not launched.  For example:
a. In an April 4, 2019 investor call, Allison David stated, “This project is ready with
everything but a Premier opinion letter and operating capital to get everything to get
the last part of the way to the finish line.  With the opinion, we can easily fund this
project.”

11
b. During a September 6, 2019 investor call, David told investors, “[t]he reason we are
not on the market is so that we are doing everything we need to do to assure our
investors and associates that has been accomplished unlike [Total Financial] before
we go to market.”
c. In a January 20, 2021 investor call, David disclosed that they recently realized that
they needed to modify the structure of the business for legal reasons.
d. During this same call, Allison David stated, “[o]ur top law firm required for us to
change our program into an insurance product that is not stand alone and needs to
be integrated with a companies’ [sic] major medical group healthcare plan.  The key
word there is integrated.”  Allison David went on to say, “[o]therwise, according to
them, it wouldn’t be ACA compliant.  Somehow we failed to realize what that fact
meant.”
IV. DAVID AND PREMIER’S FRAUDULENT REPRESENTATIONS AND
OMISSIONS TO PROSPECTIVE INVESTORS

A. OMMISIONS AND MISLEADING STATEMENTS RELATING TO
DAVID’S EXTENSIVE CRIMINAL AND REGULATORY HISTORY

55. Beyond his role as initial member and “adviser” to Premier, David is the face of
Premier.  He speaks to all prospective investors before they invest.  He leads all investor calls with
existing investors.  And yet, despite the central nature of his role in the business, David and Premier
hid from investors David’s extensive criminal and regulatory history.
56. Premier’s Operating Agreement provides:
Member  Management.  The  business  and  affairs  of  the  Company  shall  be  managed  by  the
Members and the Members shall act in accordance with the voting requirements set forth in
Article 2 above. The membership management shall proceed as follows:

(a) Provision Corporation, LLC (represented by its Board of Directors) and Josiah David
as initial owners of 500 units, the ONLY initial members and owners of units of ownership in
The Premier Healthcare Solution, LLC, shall direct the affairs of the Company during the first
and  second  phase  of  the  setup,  as  the  Temporary  Board  of  Directors  and  their  adviser,

12
respectively. The Temporary Board shall make all the decisions and direct the affairs of the
partnership  until  such  time  as  a  Premier  Healthcare  Solution,  LLC  Board  of  Directors  is
selected. Once the first 700 member units are issued, the members of The Premier Healthcare
Solution, LLC, shall be given the opportunity to nominate Members for a five person Premier
Board of Directors, and vote to approve the directors.

57. The Investment Teaser states: “[t]hey [Premier] have a solid management team in
place with strong industry experience, as well as meaningful ownership stakes and generous
incentives to highly motivate them to achieve goals.  This firm retains several expert consultants to
complement the team and has a high quality staff.”
58. During an April 16, 2018 call with David to discuss the Premier program, a
prospective investor asked David “What is your background?”  David replied:  “[w]ell, actually the
fact of the matter is I am an inventor and I have never worked for anybody my whole entire life
except me and I have fun.  I do whatever the hell I want to do and I like to invent things.”  David
went on to tell the investor he agreed to join Premier as a favor to the board President.
59. While touting the experience of its management team and high quality staff, neither
David nor Premier disclosed David’s extensive criminal and regulatory history.
60. In 2015, David legally changed his name to Josiah David.  Prior to that time, he was
known as Dennis Lee.
61. As Dennis Lee, David had an extensive regulatory history and two guilty pleas in
criminal proceedings arising from decades of making a living as a pseudoscientist traveling around
the country marketing fake technologies such as:  (1) a perpetual motion machine that would
provide free electricity from nothing; (2) technology that allowed cars to run on water; and (3) a fuel
efficiency device that made every car a hybrid.
62. By 2005, David had been sanctioned in numerous states for various unlawful, unfair
or deceptive business or trade practices or for the unlawful sale of securities, including: (1) In 1985,
David was permanently enjoined from selling products relating to energy savings in Washington; (2)

13
In 2001, David was permanently enjoined from selling dealer ownership units, discount buying club
units or any products in Maine; (3) In 2001, David was again enjoined in the State of Washington
from promoting, marketing, selling, opportunity to invest in free electricity technology; (4) In 2001,
David was enjoined from soliciting investment into a “discount buyers club” for his electricity
technologies in the State of Alaska; and (5) In 2001, David was permanently prohibited and enjoined
from promoting and offering any opportunity to invest or contribute to a program or plan in the
state of Oregon
63. In 1990, David pleaded guilty in California for fraud/failure to disclose information
in a marketing plan and was sentenced to prison for two years.  (The People of the State of Cal. v. Dennis
M. Lee, No. CR-24072 (Cal Sup. Ct., Ventura Cty.)).
64. In 2004, David pleaded guilty in Kentucky for failing to register a business
opportunity.  (Commonwealth of Kentucky vs. Dennis M. Lee, No. 02-CR-0995 (Jefferson Cir. Ct.)).
65. In 2011, David settled a federal case brought by the FTC based on alleged deceptive
practices related to his fuel efficiency device that claimed to turn any car into a hybrid.  (Case No.
2:09-141 (D.N.J.))  The December 7, 2011 consent order in that case included a permanent
injunction against “[m]aking any false or misleading representation of material fact directly or by
implication, including but not limited to any material misrepresentation concerning the performance,
efficacy, nature, characteristics, benefits, or safety of any product or service ....”  (Docket # 165).
2

66. Tellingly, in an August 2011 report required in connection with the FTC action,
David (then still Dennis Lee) described that he had problems recruiting sales people for the

2
 David, his criminal history (when he was named Dennis Lee), and his tactics are discussed in
detail on the internet, in magazine articles, and in the book, The Skeptics Guide to the Universe: How to
Know What’s Really Real in a World Full of Increasingly Fake. See, e.g., Michael Maiello, Power Failure,
Forbes: Investment Guide (June 6, 2005); Press Release, FTC, FTC Sues Promoters of Bogus Fuel
Efficiency Device (Feb. 2, 2009) https://www.ftc.gov/news-events/press-releases/2009/02/ftc-sues-
promoters-bogus-fuel-efficiency-device.

14
company he was then associated with because while the recruits were impressed with the company,
“when they researched Lee’s name many of them disengaged.”  As such, David described that he
needed to use a “nom-deplume” [sic].
67. In March 2020, a Premier investor who had learned of David’s past revealed David’s
criminal history to the other Premier investors.
68. In response, David published a series of podcasts at www.amazingtruehistory.com
and also discussed his past during an investor conference call.
69. In a June 2020 newsletter distributed to existing Premier investors, David stated:
“Somebody thinks he made the discovery of the century and has done an exhaustive search on me
(David) and my background.  This is a disgruntled EX-Team Leader that happens to be the only
agent or Team Leader we have ever fired.  It is really not relevant to Premier but he has discovered
that I have two names.  I was not always Josiah David.  That is true.  Not real relevant to our project
at hand, but true.  He also wanted to expose my supposed history but what he selected to share
leaves some of the most important facts out.  Once again if anything, listening to my actual facts in
the matter may explain a lot about why I never give up until we overcome whatever obstacle we
encounter, but it is not real relevant to the project at hand.”
70. In the June 2020 newsletter, David explained why he changed his name stating that:
“I was Dennis Lee back then and have, as an inventor, been involved in some amazing technologies,
and had a major battle with the fossil fuels companies.  I held my own, but the Board asked me if I
would disconnect from that history back when we started this project, and asked me to change my
name, which I had been intending to do anyway.”
71. David’s explanation in the June 2020 newsletter was also false and misleading as
David changed his name in 2015, well prior to Premier being founded.  Moreover, David controlled

15
the Premier Board.  Consequently, his story that the Board asked him to “disconnect” from his prior
history was simply a misleading way of saying that he decided to do so.
B. FALSE STATEMENTS REGARDING PREMIER’S BANKING
RELATIONSHIPS

72. Central to Premier’s ability to execute on its business plan was the ability to secure
financing from banks willing to participate in the program.
73. Premier’s Investment Brochure lists “Having many excellent banks as partners”
among the “Critical Success Factors.”
74. As a consultant to Total Financial, David had been involved in Total Financial’s
unsuccessful attempts to secure bank loans for that program.  David knew or should have known
from those failures that there was a significant risk that Premier would never be able to secure bank
financing.
75. Not only did Premier fail to disclose to investors any concerns that Premier might
not succeed in lining up banks, it affirmatively lied to prospective investors that it had already
cemented a relationship with a bank, when it had not done so.
76. In a section of the Investment Brochure titled “Banking Partners,” Premier
represented:
one of the syndicated banks, a MN-based bank, Minnwest, has independently
performed its diligence in order to gain a sense of the magnitude of the loss or
default exposure, the historical utilization of the 105 plan, and the type and size of
the employer customers targeted for the Premier 105.  This MN-based bank wants to
participate in the plan funding which has them enter into one-year revolving $150
million loan subject to a third party accepting an amount equal to 8% of the possible
shortfall risk (i.e. exposure of $12 million).

In exchange, the MN-banker offered to pass through a portion of the interest spread
to the insurer who accepts this risk at a fee of 1% per annum of the total loan
amount.  The bank agreed to a 4% loan rate and will accept a 3% loan rate to secure
the certainty of eliminating the loss exposure.

16
Premier has had discussions with many banks who have already accepted the
economic terms of the MN-bank, i.e. haircut on loan interest for the reduced credit
risk.

77. These statements were all false.
78. In late 2014 – while David was still associated with Total Financial and more than
two years prior to the founding of Premier – David approached Minnwest with a proposal for the
bank’s consideration.
79. Contrary to Premier’s representations that the bank performed due diligence, “wants
to participate” in a “$150 million loan,” and “agreed” to specific rate terms, Minnwest declined the
proposal early in the process.  The bank never conducted due diligence.  And the bank never agreed
to enter into a one-year revolving $150 million loan.  In fact, that amount would have far exceeded
the bank’s legal lending limit of $20 million.
80. And far from Premier’s suggestion to investors that there was a syndicate of banks
ready to participate, Minnwest understood that there were no other bank lenders.  That fact was
important to Minnwest who did not want to be the first bank to participate in this novel program.
81. After quickly rejecting David’s proposal in 2014, Minnwest had no further contact
with David.
82. David knew all of these facts from his communications with the bank.
83. In a call with Premier investors in January 2021, David finally disclosed that, as of
January, Premier had no banks committed to the program.
C. FALSE STATEMENTS REGARDING PREMIER’S INTELLECTUAL
PROPERTY

84. Premier’s Investment Brochure states numerous times that the concept underlying
Premier’s business model is either patent pending or has already been patented.
85. For example, the Investment Brochure stated that “[t]his business holds significant
intellectual property” and that “[s]ome of the process concepts described herein are patent pending

17
or otherwise legally protected.”  This language was all highlighted, which the Investment Brochure
explained was for sections of the document which Premier believed were of “particular interest”.
86. The Investment Brochure further stated that Premier’s business model was “a
patented process”.
87. In an October 19, 2019 call with investors, David stated three times that the program
was patent protected.
88. David told the investors on the call that: “[a]nd by the way, the process I am about
to tell you we put patent protection on that process because actually this has never been done before
in banking history what we developed.”
89. David also stated, “we have patent protection on that process.”
90. David further stated, “[o]ur program is basically a service business that goes out and
helps people make money helping people do our plan.  So our whole program now, his [Joachim’s]
program and ours is all patent protected with a patent in process on this whole program including
every innovation I’m going to tell you about on this call and that we had also applied for patent
protection on.”
91. Defendants also repeatedly explained the importance of this patent protection to
prospective investors.
92. The Investment Brochure states that “Their strategic competitive advantage is their
innovative program design which is patent protected.  This creates a barrier or wall making it very
difficult for any competitor to penetrate their market.  This leaves the playing field wide open for us
to succeed in and go far beyond our goals.”
93. In a separate document provided to prospective investors entitled “Why are we
raising Five million dollars to set up Premier Partners”, Defendants further explained the
importance of the patent protection, stating:  “we developed the funding mechanism (that we have

18
protected) that can take this to companies with that many workers already in one company. ALL
companies (large and small) need what only we can give them.”  The document further represented
that “Our protected bank funding program is hard to beat and it can be used with every community
bank across the country to help local employers and their employees in their community (the very
definition of community banking). So, we have an almost unlimited source of unbeatable funding
available for our program.”
94. David personally explained the importance of the patent protections in the
November 20, 2019 call with existing investors, stating:  “The fact of the matter is we’re getting in
position to take the market.  We can do that.  We don’t have any competition; don’t think that we
can get any especially with our patent protection in place. . . . We’ve got something no one else can
have without infringing on our patent.”
95. These were all false or misleading statements.
96. On October 29, 2014, David and Joachim did indeed file a patent application
(individually, as opposed to on filing behalf of Total Financial or any other entity) covering the
process used by Total Financial for the Classic 105 program.  However, the patent application was
rejected by the USPTO on July 22, 2018.
97. David submitted additional materials to supplement the application but the
supplemental application was denied on March 18, 2019 because the business process that was the
subject of their application was not patentable for lack of innovation.
98. On November 4. 2019, David appealed the denial of the patent application.  On
December 28, 2020, the USPTO rejected the appeal.

19
V. PAYMENTS TO RELIEF DEFENDANTS JOACHIM AND PROVISION
99. In July 2017, Premier entered into a consulting agreement with Joachim,
guaranteeing him payments of $12,000 per month or (if greater) 10% of net amounts from fees paid
by participating employees.
100. Premier subsequently increased the monthly payment to $14,000.  In December
2018, Premier increased the monthly payment to $20,000.
101. In December 2019, Premier sent Joachim a new agreement that reduced the weekly
amount to $2,000.  The new agreement “abolish[ed]” the original agreement and provided that no
future consulting services would be required.
102. The new agreement acknowledged that Joachim had notified Premier that he was no
longer able to work as a consultant.
103. The new agreement also acknowledged the lack of utility of Joachim’s Classic 105
program to Premier’s own program, stating:  “But more importantly, because Premier was unable to
obtain a positive legal opinion of Mr. Joachim’s original program (of its overall feasibility and/or of
its compliance with ERISA, IRS, or any other from on an account based HealthCare reimbursement
plan) ... Premier was compelled, with the assistance of its lawyers to design and completely
restructure another 105 Program in a totally different classification before it could be launched to
employers across the Nation.”
104. The new agreement, however, accepted that Joachim’s original design had certain
elements with value to Premier”, that a strong bond had developed between the parties during the
course of their business relationship, and that Joachim had serious health and legal issues – referring
to such issues as a “period of infirmity and legal crisis” – and that it would be a “hardship” to cut off
Joachim’s entire source of income.
105. In total, Premier has paid Joachim approximately $518,000.

20
106. David and Premier used this consulting agreement – pursuant to which Joachim
delivered no actual consulting services – to provide disguised benefits to a former business partner
who, under the terms of his plea agreement, was prohibited from receiving such payments.
107. Premier also transferred approximately $224,000 to Provision.
108. Given Provision’s control by David and its role in managing Premier’s affairs,
Provision does not have a legitimate interest in any investor monies it has received.
VI. THE PREMIER MEMBERSHIP INTERESTS ARE SECURITIES
109. The Premier Membership Interests offered and sold by Premier and David were
offered and sold to potential investors as an investment of money in a common enterprise with an
expectation of profits to be generated from the efforts of the issuers and, as such, were “investment
contracts” and, therefore, “securities” within the meaning of Section 2(a)(1) of the Securities Act [15
U.S.C. § 77b(a)(1)] and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
110. In the Form D filed with the Commission on August 9, 2017 (described above in
Paragraph 41), Premier identified the Membership Interests as “Equity.”
111. Page 4 of the Premier Operating Agreement states “[t]he ownership of the Company
shall be represented by 1,000 membership units (“Membership Units”).  The Company is authorized
to initially issue 1,000 Membership Units, and shall issue 490 Membership Units to Provision
Corporation, LLC and 10 Membership units to Josiah David, the Initial Member(s) as set forth on
Exhibit A.  Once the Company and the Initial Member(s) have signed this Agreement, additional
members shall be admitted according to Exhibit A.  The Company may but shall not be required to
issue Membership Certificates.”
112. David pooled the investors’ funds in a common bank account and investors were led
to believe that they would receive a return in proportion to the principal that they invested.

21
113. Reasonable investors would have expected the business to be profitable based on
David’s projection that the return on investments would exceed 37% in year one alone.
114. These profits were to be generated solely through the efforts of Premier and its
management.  At no time did investors play any role or have any control over the operation of the
business.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(David and Premier)

115. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 114.
116. Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly have employed one or more devices,
schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in one or
more transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
117. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].

22
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(David and Premier)

118. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 114.
119. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed
one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a
material fact or omitted to state one or more material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading, and/or
(iii) engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
120. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
Unjust Enrichment
(Joachim and Provision)

121. The Commission re-alleges and incorporates by reference here the allegations in
Paragraphs 1 through 114.
122. Joachim received approximately $518,000 in improper distributions of investor
funds.
123. Joachim has no legitimate claim to these funds.
124. Joachim obtained the funds under circumstances in which it is not just, equitable, or
conscionable for it to retain the funds.

23
125. Joachim has therefore been unjustly enriched.
126. Provision received approximately $224,000 in improper distributions of investor
funds.
127. Provision has no legitimate claim to these ill-gotten gains.
128. Provision obtained the funds under circumstances in which it is not just, equitable,
or conscionable for it to retain the funds.
129. Provision has therefore been unjustly enriched.
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Premier and David, and their agents, servants, employees and
attorneys and all persons in active concert or participation with any of them from violating, directly
or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Exchange Act Section 10(b) [15
U.S.C. §§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5].
II.
Ordering Premier and David to disgorge the ill-gotten gains they received directly or
indirectly with prejudgment interest thereon as a result of the alleged violations, pursuant to 15
U.S.C. § 78u(d)(5) and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization Act for
Fiscal Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3) and 78u(d)(7);
III.
Ordering Premier and David to pay civil monetary penalties under Securities Act Section
20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];

24
IV.
Ordering Joachim to pay, with prejudgment interest all ill-gotten gains by which he was
unjustly enriched, under Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)];
V.
 Ordering Provision to pay, with prejudgment interest all ill-gotten gains by which it was
unjustly enriched, under Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and
VI.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this case
be tried to a jury.

Dated:  New York, New York
May 19, 2021
 /s/ Richard R. Best
RICHARD R. BEST
REGIONAL DIRECTOR
Sanjay Wadhwa
Adam S. Grace
Todd D. Brody
Kenneth V. Byrne
Rhonda L. Jung
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
Brookfield Place
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0080 (Brody)
[email protected]

25
LOCAL RULE 11.2 CERTIFICATION

Pursuant to Local Rule 11.2, I certify that the matter in controversy alleged in the foregoing
Complaint is not the subject of any other action pending in any court, or of any pending arbitration
or administrative proceeding.

/s/ Richard R. Best
Richard R. Best
Regional Director
Counsel for Plaintiff
U.S. Securities and Exchange Commission
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0042

26
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

THE PREMIER HEALTHCARE SOLUTION,
LLC and JOSIAH DAVID,

                                             Defendants,

PROVISION CORPORATION LLC, and DENIS
JOACHIM,

                                             Relief Defendants.

21 Civ. 11460 (     )

DESIGNATION OF AGENT FOR SERVICE

 Pursuant to Local Civil Rule 101.1(f), because the Securities and Exchange Commission (the
“Commission”) does not have an office in this district, the United States Attorney for the District of
New Jersey is hereby designated as eligible as an alternative to the Commission to receive service of
all notices or papers in the above-captioned action.  Therefore, service upon the United States or its
authorized designee, David Dauenheimer, Deputy Chief, Civil Division United States Attorney’s
Office for the District of New Jersey, 970 Broad Street, Suite 700, Newark, NJ 07102, shall
constitute service upon the Commission for purposes of this action.

/s/ Richard R. Best
Richard R. Best
Regional Director
Counsel for Plaintiff
U.S. Securities and Exchange Commission
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0042

Richard R. Best 
Sanjay Wadhwa 
Adam S. Grace 
Todd D. Brody 
Kenneth V. Byrne 
Rhonda L. Jung 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place  
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0080 (Brody) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
THE PREMIER HEALTHCARE SOLUTION, 
LLC and JOSIAH DAVID, 
  
                                             Defendants, 
 
PROVISION CORPORATION LLC, and DENIS 
JOACHIM,  
 
                                             Relief Defendants. 
 

 
 
COMPLAINT 

   
21 Civ. 11460 (     ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendants The Premier Health Care Solution, LLC (“Premier”) and Josiah David (“David”) 

(collectively, “Defendants”) and Relief Defendants Provision Corporation LLC (“Provision”) and 

Denis Joachim (“Joachim”) (collectively, “Relief Defendants”) alleges as follows: 

  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 1 of 26 PageID: 1



 2

SUMMARY 

1. This matter involves the fraudulent offer and sale of membership interests in 

Premier (“Premier Membership Interests”), a company controlled by David and whose purported 

business is to operate a supplemental medical reimbursement plan. 

2. David has an extensive criminal and regulatory history under his former name, 

Dennis Lee, which he legally changed in 2015. 

3. When soliciting investors to purchase Premier Membership Interests, David and 

Premier failed to disclose David’s criminal and regulatory history.  And when ultimately confronted 

by investors who discovered his past legal problems, David lied about the reasons for changing his 

name and told the investors that his criminal and regulatory history was irrelevant. 

4. David and Premier also materially misrepresented Premier’s relationships with the 

banks whose participation in the program was a critical component to Premier’s success, telling 

prospective investors that a bank had agreed to financing terms and suggesting that there was a 

syndicate of banks who would also participate on those same terms.  In fact, no banks were willing 

to participate in the program, which made Premier’s entire business plan nonviable. 

5. David and Premier also falsely misrepresented that the concept underlying Premier’s 

business model was either patent pending or had already been patented and, as such, Premier would 

have no competitors to draw away potential customers.  In fact, the United States Patent and 

Trademark Office (“USPTO”) repeatedly denied David’s attempts to patent the concept on the 

grounds that the Premier business process was not patentable for lack of innovation.  

6. David’s and Premier’s material misrepresentations and misleading omissions induced 

prospective investors to purchase Premier Membership Interests, and also induced existing investors 

to purchase additional Premier Membership Interests themselves and to solicit their friends and 

family members to invest. 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 2 of 26 PageID: 2



 3

7. From at least July 2017 to the present, Premier has raised approximately $3.9 million 

from approximately 131 investors.   

VIOLATIONS 

8. By virtue of the foregoing conduct and as alleged further herein, Defendants have 

violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 77q(a)], and Section 

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

5 thereunder [17 C.F.R. § 240.10b-5]. 

9. Unless Defendants are restrained and enjoined, they will continue to engage in the 

acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

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

21(d) [15 U.S.C. § 78u(d)]. 

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

violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering 

Defendants to disgorge the ill-gotten gains they received with prejudgment interest thereon pursuant 

to 15 U.S.C. § 78u(d)(5) and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization 

Act for Fiscal Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3) and 

78u(d)(7); (c) ordering Defendants to pay civil money penalties pursuant to Securities Act Section 

20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) ordering 

Relief Defendants to pay, with prejudgment interest, all ill-gotten gains by which they were unjustly 

enriched pursuant to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and (e) ordering any 

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

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 3 of 26 PageID: 3



 4

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. 

13. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

14. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants are located in the District of  New Jersey 

and certain of  the acts, practices, transactions, and courses of  business alleged in this Complaint 

occurred within this District, including offers and sales in this District. 

DEFENDANTS 

15. The Premier Health Care Solution, LLC is a Delaware limited liability company 

formed on June 8, 2017.  Premier is headquartered in Vernon, New Jersey.  Premier purports to 

offer a medical insurance reimbursement plan that covers out of pocket insurance costs not covered 

by health insurance. 

16. Josiah David, age 74, resides in Vernon, New Jersey.  David is an adviser to 

Premier’s Board of Directors.  He is also the managing member of Provision Corporation, LLC 

(“Provision”), one of the relief defendants described below.  In 2015, David legally changed his 

name from Dennis Lee.   

RELIEF DEFENDANTS 

17. Provision Corporation, LLC is a Delaware limited liability company with its 

headquarters at 200 Park Ave, New York, New York.  Provision is controlled by David, its 

managing member.  Provision is a managing member of Premier’s Board of Directors. 

 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 4 of 26 PageID: 4



 5

18. Denis Joachim, age 54, resides in Covington, Louisiana.  On August 31, 2018, in 

United States v. Denis J. Joachim, Donna K. Joachim, and The Total Financial Group, Inc., 18 Cr. 00189 (CJB) 

Joachim was charged by the U.S. Attorney’s Office for the Eastern District of Louisiana (“USAO”) 

with, among other things, conspiracy to commit wire fraud and money laundering in connection 

with a business called The Total Financial Group, Inc. (“Total Financial”), which had a similar 

business plan as Premier’s.  On June 19, 2019, Joachim pleaded guilty to conspiracy to commit 

money laundering.  Joachim’s May 30, 2019 plea agreement expressly prohibits him from being 

employed by, or from serving as an advisor or consultant to, any employee benefit plan. 

OTHER RELEVANT PERSON 

19. Allison David, age 71, resides with her husband David in Vernon, New Jersey.  

Alison David manages Premier’s business and previously worked for Provision as an assistant to the 

Board. 

FACTS 

I. BACKGROUND ON HEALTH EXPENSE REIMBURSEMENT PLANS 

20. Internal Revenue Code Section 105 [26 U.S.C. § 105] is the provision of the United 

States Tax Code that addresses the tax treatment of amounts received by an insured under accident 

and health plans.  Section 105 allows certain qualified distributions from accident and health plans to 

be excluded from income. 

21. Section 105 health reimbursement plans are IRS approved, employer-funded, tax-

advantaged, employer health benefit plans that reimburse employees for out-of-pocket medical 

expenses. 

22. Pursuant to such health reimbursement plans, eligible medical expense 

reimbursements are excluded from an individual’s taxable income. 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 5 of 26 PageID: 5



 6

23. Moreover, health reimbursement plans save employers money due to a reduction in 

the payment of FICA taxes, which are payroll taxes, because the amounts paid by the employer for 

medical expense reimbursements under such plans are not considered wages. 

II. PREMIER IS BASED ON TOTAL FINANCIAL’S CLASSIC 105 PLAN 

24. From 2013 until 2017, David served as a consultant to Total Financial, the company 

owned and operated by Joachim and his wife. 

25. Total Financial offered an employee benefits plan that Joachim named the “Classic 

105,” after Section 105 of the Tax Code.  

26. The Classic 105 purported to provide companies with a supplemental healthcare 

benefits plan that would reimburse employees for medical expenses. 

27. The basic premise was as follows:  whereas employees using typical healthcare 

spending plans would lose access to pre-tax deductions set aside for medical expenses, Total 

Financial offered to lend those amounts back to employees before claims were paid, while still using 

employees’ contributions to handle the claims when they occurred.   

28. Total Financial charged employers monthly fees for this service depending on the 

number of employees enrolled, and promised that it would obtain bank loans to fund the amounts 

being lent back to employees.  Total Financial further promised that the employees would not 

ultimately be responsible to pay back the loans because Total Financial would obtain life insurance 

policies that would repay the bank loans at the employees’ death. 

29. David’s responsibilities at Total Financial included trying to find banks to provide 

the loans to fund the amounts being lent back to employees, a task at which he was unsuccessful.   

30. Over the span of approximately four years, Total Financial signed up approximately 

350 employers, with a total of approximately 4,300 employees.   

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 6 of 26 PageID: 6



 7

31. While Total Financial received millions of dollars in fees for the program, Joachim 

and Total Financial never actually obtained the bank loans or life insurance policies as represented.   

32. The Classic 105 scheme began to unravel in January 2017, after a parallel 

investigation conducted by the U.S. Department of Labor (“DOL”) and the USAO resulted in a 

search of Total Financial’s business offices. 

33. In August 2018, Total Financial, Joachim, and two additional individuals were 

indicted and charged with fraud based on the failure to obtain the bank loans.  By June 2019, these 

three defendants had pleaded guilty for their respective roles in the Classic 105 scheme. 

III. DAVID STARTS PREMIER IN 2017 BASED ON TOTAL FINANCIAL’S PLAN 

34. David formed Premier on or about June 2017 after Total Financial ceased doing 

business as a result of the parallel investigations into its operations by the DOL and the USAO. 

35. Premier’s business model is to deliver to employers a healthcare product similar to 

the Classic 105 offered by Total Financial.   

36. According to Premier’s Partner Investment Informational Brochure (“Investment 

Brochure”), which David and Premier provided to prospective investors along with various 

additional written promotional materials describing the Premier plan, “[t]he Premier 105 then, is 

simply a 105 reimbursement fund deducted from the worker’s pay, added to a 125 Cafeteria Group 

Healthcare Plan, with an optional loan that helps the worker replace the resulting shortfall in his or 

her take home pay, that winds down each calendar year with the process starting anew each year.” 

37. In a purported effort to fund the creation and implementation of Premier’s plan, 

Premier raised money from investors. 

38. In a document provided to prospective investors titled “Investment Teaser,” Premier 

stated that the program “enables participants to fund a large portion of their out-of-pocket 

healthcare costs and still garner the same take home pay as before the program.  This is a market 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 7 of 26 PageID: 7



 8

disruptor business and is expected to grow larger very quickly because it has a large distribution 

network ready to go. It is the solution to rising healthcare costs and rising deductibles.” 

39. In addition to promoting the Premier program as “the solution to rising healthcare 

costs and rising deductibles”, the Investment Teaser claimed that “only [Premier’s] technology can 

solve” the problems in the health insurance industry, that “the risks were low”, and that this was a 

“very conservative investment.” 

40. In August 2017, David began selling the Premier Membership Interests.  The 

“Introduction to the Partnership Investment Packet” provided to prospective investors explained 

that:  “We plan for the first offer of 125 units to be sold at $10,000 each. The second tranche will go 

to $25,000 each for 50 more units and the third tranche will be $50,000 each for the last 50 units we 

intend to sell.  We will raise five million dollars in total.”   

41. On August 9, 2017, Premier filed a Form D indicating reliance on Rule 504(b) for a 

$1 million equity offering.1  On May 24, 2018, Premier filed an amended Form D, increasing the 

offering amount to $5 million.  The following day, Premier again amended the Form D indicating 

the offering was expected to last more than one year. 

42. While Premier recruited sales agents to pitch the program to prospective investors, 

David instructed the agents to direct all leads to David, who speaks directly to prospective investors 

about the Premier plan and Premier Membership Interests. 

43. David also encouraged existing investors to purchase additional Premier  

Membership Interests themselves and to solicit their friends and family members to invest. 

                                                 
1  Form D is used to file a notice of an exempt offering of securities with the Commission.  
The federal securities laws require the notice to be filed by companies that have sold securities 
without registration under the Securities Act in an offering made under Rule 504 or 506 of 
Regulation D or Section 4(a)(5) of the Securities Act. 
 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 8 of 26 PageID: 8



 9

44. According to the Investment Brochure, the Premier plan, like Total Financial’s 

Classic 105, consists of a tax-exempt contribution from the employee to Premier, a loan from a 

lender to repay the employee’s contribution, and an insurance policy obtained by Premier payable at 

the employee’s death to repay the loan. 

45. As described in the Investment Brochure:  “This business holds significant 

intellectual property.  Here is the concept in brief summary, the rising costs of premiums for 

healthcare for employers caused them to raise the deductibles for the plan for their employees in 

order to try to stay in budget.  Now the employees have very high deductible plans.  That means the 

employees are paying the first $5,000 or more before the insurance coverage even kicks in.  They 

used to pay less than $1,000 out-of-pocket for medical expenses.  How do you solve the problem for 

both the employer and the employees?  We have the answer.  We provide money to the employees 

to cover their shortfall in take home pay after they make contributions from their pay every payday 

to fund a pre-tax reimbursement account to cover their out-of-pocket costs.  The private loan from 

us to the employees is collateralized by a death benefit and it is paid back by the insurer when they 

die.  The employee is never required to make any payments on the loan we provide during their 

lifetime.  This is all done in a very clever manner that is in compliance with the rules for 

reimbursement plans and all the appropriate IRS Codes.  The employer can then raise deductibles to 

avoid price increases without negatively affecting the finances of their workers (in fact, our program 

very positively affects them).  We devised a funding mechanism through community banks for this 

purpose that is very innovative.” 

46. While the Investment Brochure disclosed Joachim’s indictment in the Investment 

Brochure and explained that this was why the Classic 105 program failed, the Investment Brochure 

claimed that, unlike Total Financial, Premier would fulfill its promises to employers.   

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 9 of 26 PageID: 9



 10 

47. The Premier Operating Agreement (“Operating Agreement”), effective as of June 8, 

2017, provides that the LLC will initially be managed by Provision (through its own board) and 

David, who is described as “an adviser”.   

48. While the Operating Agreement provides for eventual member selection of a 

permanent Board of Directors (and the potential for at least some LLC members to become board 

members), the triggering event has not yet occurred, and Provision and David have remained in 

control of Premier since the company’s inception. 

49. Provision pays David approximately $525 per week for his advisory role. 

50. The offering of Premier Membership Interests has not ceased since the company’s 

inception.   

51. To date, Premier has raised approximately $3.9 million by selling Premier 

Membership Interests to approximately 131 investors throughout the United States.   

52. Each investor was promised a share of Premier’s profits based on the number of 

units purchased.  The Investment Teaser states that “The ROI return on investment for this proven 

business model is outstanding: the earlier you get in, the higher the return e.g. 37% ROI in year one, 

but they go even higher than that for subsequent years as profits increase.” 

53. To date, Premier has not launched its program.   

54. Over the last two years, Premier has given investors a series of reasons for why the 

program has not launched.  For example:   

a. In an April 4, 2019 investor call, Allison David stated, “This project is ready with 

everything but a Premier opinion letter and operating capital to get everything to get 

the last part of the way to the finish line.  With the opinion, we can easily fund this 

project.” 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 10 of 26 PageID: 10



 11 

b. During a September 6, 2019 investor call, David told investors, “[t]he reason we are 

not on the market is so that we are doing everything we need to do to assure our 

investors and associates that has been accomplished unlike [Total Financial] before 

we go to market.” 

c. In a January 20, 2021 investor call, David disclosed that they recently realized that 

they needed to modify the structure of the business for legal reasons.   

d. During this same call, Allison David stated, “[o]ur top law firm required for us to 

change our program into an insurance product that is not stand alone and needs to 

be integrated with a companies’ [sic] major medical group healthcare plan.  The key 

word there is integrated.”  Allison David went on to say, “[o]therwise, according to 

them, it wouldn’t be ACA compliant.  Somehow we failed to realize what that fact 

meant.” 

IV. DAVID AND PREMIER’S FRAUDULENT REPRESENTATIONS AND 
OMISSIONS TO PROSPECTIVE INVESTORS 

 
A. OMMISIONS AND MISLEADING STATEMENTS RELATING TO 

DAVID’S EXTENSIVE CRIMINAL AND REGULATORY HISTORY 
 

55. Beyond his role as initial member and “adviser” to Premier, David is the face of 

Premier.  He speaks to all prospective investors before they invest.  He leads all investor calls with 

existing investors.  And yet, despite the central nature of his role in the business, David and Premier 

hid from investors David’s extensive criminal and regulatory history. 

56. Premier’s Operating Agreement provides: 

Member Management. The business and affairs of the Company shall be managed by the 
Members and the Members shall act in accordance with the voting requirements set forth in 
Article 2 above. The membership management shall proceed as follows: 
 
(a) Provision Corporation, LLC (represented by its Board of Directors) and Josiah David 
as initial owners of 500 units, the ONLY initial members and owners of units of ownership in 
The Premier Healthcare Solution, LLC, shall direct the affairs of the Company during the first 
and second phase of the setup, as the Temporary Board of Directors and their adviser, 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 11 of 26 PageID: 11



 12 

respectively. The Temporary Board shall make all the decisions and direct the affairs of the 
partnership until such time as a Premier Healthcare Solution, LLC Board of Directors is 
selected. Once the first 700 member units are issued, the members of The Premier Healthcare 
Solution, LLC, shall be given the opportunity to nominate Members for a five person Premier 
Board of Directors, and vote to approve the directors. 
 
57. The Investment Teaser states: “[t]hey [Premier] have a solid management team in 

place with strong industry experience, as well as meaningful ownership stakes and generous 

incentives to highly motivate them to achieve goals.  This firm retains several expert consultants to 

complement the team and has a high quality staff.” 

58. During an April 16, 2018 call with David to discuss the Premier program, a 

prospective investor asked David “What is your background?”  David replied:  “[w]ell, actually the 

fact of the matter is I am an inventor and I have never worked for anybody my whole entire life 

except me and I have fun.  I do whatever the hell I want to do and I like to invent things.”  David 

went on to tell the investor he agreed to join Premier as a favor to the board President. 

59. While touting the experience of its management team and high quality staff, neither 

David nor Premier disclosed David’s extensive criminal and regulatory history. 

60. In 2015, David legally changed his name to Josiah David.  Prior to that time, he was 

known as Dennis Lee. 

61. As Dennis Lee, David had an extensive regulatory history and two guilty pleas in 

criminal proceedings arising from decades of making a living as a pseudoscientist traveling around 

the country marketing fake technologies such as:  (1) a perpetual motion machine that would 

provide free electricity from nothing; (2) technology that allowed cars to run on water; and (3) a fuel 

efficiency device that made every car a hybrid.   

62. By 2005, David had been sanctioned in numerous states for various unlawful, unfair 

or deceptive business or trade practices or for the unlawful sale of securities, including: (1) In 1985, 

David was permanently enjoined from selling products relating to energy savings in Washington; (2) 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 12 of 26 PageID: 12



 13 

In 2001, David was permanently enjoined from selling dealer ownership units, discount buying club 

units or any products in Maine; (3) In 2001, David was again enjoined in the State of Washington 

from promoting, marketing, selling, opportunity to invest in free electricity technology; (4) In 2001, 

David was enjoined from soliciting investment into a “discount buyers club” for his electricity 

technologies in the State of Alaska; and (5) In 2001, David was permanently prohibited and enjoined 

from promoting and offering any opportunity to invest or contribute to a program or plan in the 

state of Oregon 

63. In 1990, David pleaded guilty in California for fraud/failure to disclose information 

in a marketing plan and was sentenced to prison for two years.  (The People of the State of Cal. v. Dennis 

M. Lee, No. CR-24072 (Cal Sup. Ct., Ventura Cty.)). 

64. In 2004, David pleaded guilty in Kentucky for failing to register a business 

opportunity.  (Commonwealth of Kentucky vs. Dennis M. Lee, No. 02-CR-0995 (Jefferson Cir. Ct.)). 

65. In 2011, David settled a federal case brought by the FTC based on alleged deceptive 

practices related to his fuel efficiency device that claimed to turn any car into a hybrid.  (Case No. 

2:09-141 (D.N.J.))  The December 7, 2011 consent order in that case included a permanent 

injunction against “[m]aking any false or misleading representation of material fact directly or by 

implication, including but not limited to any material misrepresentation concerning the performance, 

efficacy, nature, characteristics, benefits, or safety of any product or service ….”  (Docket # 165).2 

66. Tellingly, in an August 2011 report required in connection with the FTC action, 

David (then still Dennis Lee) described that he had problems recruiting sales people for the 

                                                 
2 David, his criminal history (when he was named Dennis Lee), and his tactics are discussed in 
detail on the internet, in magazine articles, and in the book, The Skeptics Guide to the Universe: How to 
Know What’s Really Real in a World Full of Increasingly Fake. See, e.g., Michael Maiello, Power Failure, 
Forbes: Investment Guide (June 6, 2005); Press Release, FTC, FTC Sues Promoters of Bogus Fuel 
Efficiency Device (Feb. 2, 2009) https://www.ftc.gov/news-events/press-releases/2009/02/ftc-sues-
promoters-bogus-fuel-efficiency-device.  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 13 of 26 PageID: 13



 14 

company he was then associated with because while the recruits were impressed with the company, 

“when they researched Lee’s name many of them disengaged.”  As such, David described that he 

needed to use a “nom-deplume” [sic]. 

67. In March 2020, a Premier investor who had learned of David’s past revealed David’s 

criminal history to the other Premier investors.   

68. In response, David published a series of podcasts at www.amazingtruehistory.com 

and also discussed his past during an investor conference call.   

69. In a June 2020 newsletter distributed to existing Premier investors, David stated:  

“Somebody thinks he made the discovery of the century and has done an exhaustive search on me 

(David) and my background.  This is a disgruntled EX-Team Leader that happens to be the only 

agent or Team Leader we have ever fired.  It is really not relevant to Premier but he has discovered 

that I have two names.  I was not always Josiah David.  That is true.  Not real relevant to our project 

at hand, but true.  He also wanted to expose my supposed history but what he selected to share 

leaves some of the most important facts out.  Once again if anything, listening to my actual facts in 

the matter may explain a lot about why I never give up until we overcome whatever obstacle we 

encounter, but it is not real relevant to the project at hand.” 

70. In the June 2020 newsletter, David explained why he changed his name stating that:  

“I was Dennis Lee back then and have, as an inventor, been involved in some amazing technologies, 

and had a major battle with the fossil fuels companies.  I held my own, but the Board asked me if I 

would disconnect from that history back when we started this project, and asked me to change my 

name, which I had been intending to do anyway.”   

71. David’s explanation in the June 2020 newsletter was also false and misleading as 

David changed his name in 2015, well prior to Premier being founded.  Moreover, David controlled 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 14 of 26 PageID: 14



 15 

the Premier Board.  Consequently, his story that the Board asked him to “disconnect” from his prior 

history was simply a misleading way of saying that he decided to do so. 

B. FALSE STATEMENTS REGARDING PREMIER’S BANKING 
RELATIONSHIPS 

 
72. Central to Premier’s ability to execute on its business plan was the ability to secure 

financing from banks willing to participate in the program.   

73. Premier’s Investment Brochure lists “Having many excellent banks as partners” 

among the “Critical Success Factors.”   

74. As a consultant to Total Financial, David had been involved in Total Financial’s 

unsuccessful attempts to secure bank loans for that program.  David knew or should have known 

from those failures that there was a significant risk that Premier would never be able to secure bank 

financing.   

75. Not only did Premier fail to disclose to investors any concerns that Premier might 

not succeed in lining up banks, it affirmatively lied to prospective investors that it had already 

cemented a relationship with a bank, when it had not done so. 

76. In a section of the Investment Brochure titled “Banking Partners,” Premier 

represented: 

one of the syndicated banks, a MN-based bank, Minnwest, has independently 
performed its diligence in order to gain a sense of the magnitude of the loss or 
default exposure, the historical utilization of the 105 plan, and the type and size of 
the employer customers targeted for the Premier 105.  This MN-based bank wants to 
participate in the plan funding which has them enter into one-year revolving $150 
million loan subject to a third party accepting an amount equal to 8% of the possible 
shortfall risk (i.e. exposure of $12 million).   
 
In exchange, the MN-banker offered to pass through a portion of the interest spread 
to the insurer who accepts this risk at a fee of 1% per annum of the total loan 
amount.  The bank agreed to a 4% loan rate and will accept a 3% loan rate to secure 
the certainty of eliminating the loss exposure.   
 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 15 of 26 PageID: 15



 16 

Premier has had discussions with many banks who have already accepted the 
economic terms of the MN-bank, i.e. haircut on loan interest for the reduced credit 
risk. 
 
77. These statements were all false. 

78. In late 2014 – while David was still associated with Total Financial and more than 

two years prior to the founding of Premier – David approached Minnwest with a proposal for the 

bank’s consideration. 

79. Contrary to Premier’s representations that the bank performed due diligence, “wants 

to participate” in a “$150 million loan,” and “agreed” to specific rate terms, Minnwest declined the 

proposal early in the process.  The bank never conducted due diligence.  And the bank never agreed 

to enter into a one-year revolving $150 million loan.  In fact, that amount would have far exceeded 

the bank’s legal lending limit of $20 million.   

80. And far from Premier’s suggestion to investors that there was a syndicate of banks 

ready to participate, Minnwest understood that there were no other bank lenders.  That fact was 

important to Minnwest who did not want to be the first bank to participate in this novel program.   

81. After quickly rejecting David’s proposal in 2014, Minnwest had no further contact 

with David.   

82. David knew all of these facts from his communications with the bank. 

83. In a call with Premier investors in January 2021, David finally disclosed that, as of 

January, Premier had no banks committed to the program.   

C. FALSE STATEMENTS REGARDING PREMIER’S INTELLECTUAL 
PROPERTY 

 
84. Premier’s Investment Brochure states numerous times that the concept underlying 

Premier’s business model is either patent pending or has already been patented. 

85. For example, the Investment Brochure stated that “[t]his business holds significant 

intellectual property” and that “[s]ome of the process concepts described herein are patent pending 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 16 of 26 PageID: 16



 17 

or otherwise legally protected.”  This language was all highlighted, which the Investment Brochure 

explained was for sections of the document which Premier believed were of “particular interest”. 

86. The Investment Brochure further stated that Premier’s business model was “a 

patented process”. 

87. In an October 19, 2019 call with investors, David stated three times that the program 

was patent protected.   

88. David told the investors on the call that: “[a]nd by the way, the process I am about 

to tell you we put patent protection on that process because actually this has never been done before 

in banking history what we developed.” 

89. David also stated, “we have patent protection on that process.”   

90. David further stated, “[o]ur program is basically a service business that goes out and 

helps people make money helping people do our plan.  So our whole program now, his [Joachim’s] 

program and ours is all patent protected with a patent in process on this whole program including 

every innovation I’m going to tell you about on this call and that we had also applied for patent 

protection on.” 

91. Defendants also repeatedly explained the importance of this patent protection to 

prospective investors. 

92. The Investment Brochure states that “Their strategic competitive advantage is their 

innovative program design which is patent protected.  This creates a barrier or wall making it very 

difficult for any competitor to penetrate their market.  This leaves the playing field wide open for us 

to succeed in and go far beyond our goals.” 

93. In a separate document provided to prospective investors entitled “Why are we 

raising Five million dollars to set up Premier Partners”, Defendants further explained the 

importance of the patent protection, stating:  “we developed the funding mechanism (that we have 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 17 of 26 PageID: 17



 18 

protected) that can take this to companies with that many workers already in one company. ALL 

companies (large and small) need what only we can give them.”  The document further represented 

that “Our protected bank funding program is hard to beat and it can be used with every community 

bank across the country to help local employers and their employees in their community (the very 

definition of community banking). So, we have an almost unlimited source of unbeatable funding 

available for our program.” 

94. David personally explained the importance of the patent protections in the 

November 20, 2019 call with existing investors, stating:  “The fact of the matter is we’re getting in 

position to take the market.  We can do that.  We don’t have any competition; don’t think that we 

can get any especially with our patent protection in place. . . . We’ve got something no one else can 

have without infringing on our patent.” 

95. These were all false or misleading statements.   

96. On October 29, 2014, David and Joachim did indeed file a patent application 

(individually, as opposed to on filing behalf of Total Financial or any other entity) covering the 

process used by Total Financial for the Classic 105 program.  However, the patent application was 

rejected by the USPTO on July 22, 2018. 

97. David submitted additional materials to supplement the application but the 

supplemental application was denied on March 18, 2019 because the business process that was the 

subject of their application was not patentable for lack of innovation. 

98. On November 4. 2019, David appealed the denial of the patent application.  On 

December 28, 2020, the USPTO rejected the appeal. 

  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 18 of 26 PageID: 18



 19 

V. PAYMENTS TO RELIEF DEFENDANTS JOACHIM AND PROVISION 

99. In July 2017, Premier entered into a consulting agreement with Joachim, 

guaranteeing him payments of $12,000 per month or (if greater) 10% of net amounts from fees paid 

by participating employees.   

100. Premier subsequently increased the monthly payment to $14,000.  In December 

2018, Premier increased the monthly payment to $20,000. 

101. In December 2019, Premier sent Joachim a new agreement that reduced the weekly 

amount to $2,000.  The new agreement “abolish[ed]” the original agreement and provided that no 

future consulting services would be required. 

102. The new agreement acknowledged that Joachim had notified Premier that he was no 

longer able to work as a consultant. 

103. The new agreement also acknowledged the lack of utility of Joachim’s Classic 105 

program to Premier’s own program, stating:  “But more importantly, because Premier was unable to 

obtain a positive legal opinion of Mr. Joachim’s original program (of its overall feasibility and/or of 

its compliance with ERISA, IRS, or any other from on an account based HealthCare reimbursement 

plan) … Premier was compelled, with the assistance of its lawyers to design and completely 

restructure another 105 Program in a totally different classification before it could be launched to 

employers across the Nation.”  

104. The new agreement, however, accepted that Joachim’s original design had certain 

elements with value to Premier”, that a strong bond had developed between the parties during the 

course of their business relationship, and that Joachim had serious health and legal issues – referring 

to such issues as a “period of infirmity and legal crisis” – and that it would be a “hardship” to cut off 

Joachim’s entire source of income.   

105. In total, Premier has paid Joachim approximately $518,000. 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 19 of 26 PageID: 19



 20 

106. David and Premier used this consulting agreement – pursuant to which Joachim 

delivered no actual consulting services – to provide disguised benefits to a former business partner 

who, under the terms of his plea agreement, was prohibited from receiving such payments. 

107. Premier also transferred approximately $224,000 to Provision. 

108. Given Provision’s control by David and its role in managing Premier’s affairs, 

Provision does not have a legitimate interest in any investor monies it has received. 

VI. THE PREMIER MEMBERSHIP INTERESTS ARE SECURITIES 

109. The Premier Membership Interests offered and sold by Premier and David were 

offered and sold to potential investors as an investment of money in a common enterprise with an 

expectation of profits to be generated from the efforts of the issuers and, as such, were “investment 

contracts” and, therefore, “securities” within the meaning of Section 2(a)(1) of the Securities Act [15 

U.S.C. § 77b(a)(1)] and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)]. 

110. In the Form D filed with the Commission on August 9, 2017 (described above in 

Paragraph 41), Premier identified the Membership Interests as “Equity.” 

111. Page 4 of the Premier Operating Agreement states “[t]he ownership of the Company 

shall be represented by 1,000 membership units (“Membership Units”).  The Company is authorized 

to initially issue 1,000 Membership Units, and shall issue 490 Membership Units to Provision 

Corporation, LLC and 10 Membership units to Josiah David, the Initial Member(s) as set forth on 

Exhibit A.  Once the Company and the Initial Member(s) have signed this Agreement, additional 

members shall be admitted according to Exhibit A.  The Company may but shall not be required to 

issue Membership Certificates.” 

112. David pooled the investors’ funds in a common bank account and investors were led 

to believe that they would receive a return in proportion to the principal that they invested.   

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 20 of 26 PageID: 20



 21 

113. Reasonable investors would have expected the business to be profitable based on 

David’s projection that the return on investments would exceed 37% in year one alone.   

114. These profits were to be generated solely through the efforts of Premier and its 

management.  At no time did investors play any role or have any control over the operation of the 

business.   

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

(David and Premier) 
 

115. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 114.   

116. Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly have employed one or more devices, 

schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

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

were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in one or 

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

deceit upon the purchaser. 

117. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 21 of 26 PageID: 21



 22 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(David and Premier) 
 

118. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 114. 

119. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed 

one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a 

material fact or omitted to state one or more material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading, and/or 

(iii) engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

120. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

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

THIRD CLAIM FOR RELIEF 
Unjust Enrichment 

(Joachim and Provision) 
 

121. The Commission re-alleges and incorporates by reference here the allegations in 

Paragraphs 1 through 114. 

122. Joachim received approximately $518,000 in improper distributions of investor 

funds. 

123. Joachim has no legitimate claim to these funds.  

124. Joachim obtained the funds under circumstances in which it is not just, equitable, or 

conscionable for it to retain the funds.  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 22 of 26 PageID: 22



 23 

125. Joachim has therefore been unjustly enriched. 

126. Provision received approximately $224,000 in improper distributions of investor 

funds. 

127. Provision has no legitimate claim to these ill-gotten gains. 

128. Provision obtained the funds under circumstances in which it is not just, equitable, 

or conscionable for it to retain the funds. 

129. Provision has therefore been unjustly enriched.  

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Premier and David, and their agents, servants, employees and 

attorneys and all persons in active concert or participation with any of them from violating, directly 

or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Exchange Act Section 10(b) [15 

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

II. 

Ordering Premier and David to disgorge the ill-gotten gains they received directly or 

indirectly with prejudgment interest thereon as a result of the alleged violations, pursuant to 15 

U.S.C. § 78u(d)(5) and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization Act for 

Fiscal Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3) and 78u(d)(7); 

III. 

Ordering Premier and David to pay civil monetary penalties under Securities Act Section 

20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 23 of 26 PageID: 23



 24 

IV. 

Ordering Joachim to pay, with prejudgment interest all ill-gotten gains by which he was 

unjustly enriched, under Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; 

V. 

 Ordering Provision to pay, with prejudgment interest all ill-gotten gains by which it was 

unjustly enriched, under Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)]; and 

VI. 

Granting any other and further relief this Court may deem just and proper. 

JURY DEMAND 

 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff demands that this case 

be tried to a jury. 

 

Dated: New York, New York 
May 19, 2021 

 /s/ Richard R. Best    
RICHARD R. BEST 
REGIONAL DIRECTOR 
Sanjay Wadhwa 
Adam S. Grace 
Todd D. Brody 
Kenneth V. Byrne 
Rhonda L. Jung 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place  
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0080 (Brody) 
[email protected] 

  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 24 of 26 PageID: 24



 25 

LOCAL RULE 11.2 CERTIFICATION 
 

Pursuant to Local Rule 11.2, I certify that the matter in controversy alleged in the foregoing 

Complaint is not the subject of any other action pending in any court, or of any pending arbitration 

or administrative proceeding. 

 
/s/ Richard R. Best 
Richard R. Best 
Regional Director 
Counsel for Plaintiff 
U.S. Securities and Exchange Commission 
New York Regional Office 
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0042 

 
 
 
 
  

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 25 of 26 PageID: 25



 26 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
THE PREMIER HEALTHCARE SOLUTION, 
LLC and JOSIAH DAVID, 
  
                                             Defendants, 
 
PROVISION CORPORATION LLC, and DENIS 
JOACHIM,  
 
                                             Relief Defendants. 
 

 
 
 

   
21 Civ. 11460 (     ) 

 
   

 
  

           
          

 
DESIGNATION OF AGENT FOR SERVICE 

 
 Pursuant to Local Civil Rule 101.1(f), because the Securities and Exchange Commission (the 

“Commission”) does not have an office in this district, the United States Attorney for the District of 

New Jersey is hereby designated as eligible as an alternative to the Commission to receive service of 

all notices or papers in the above-captioned action.  Therefore, service upon the United States or its 

authorized designee, David Dauenheimer, Deputy Chief, Civil Division United States Attorney’s 

Office for the District of New Jersey, 970 Broad Street, Suite 700, Newark, NJ 07102, shall 

constitute service upon the Commission for purposes of this action.   

 

/s/ Richard R. Best 
Richard R. Best 
Regional Director 
Counsel for Plaintiff 
U.S. Securities and Exchange Commission 
New York Regional Office 
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0042 

Case 2:21-cv-11460   Document 1   Filed 05/19/21   Page 26 of 26 PageID: 26