SEC v. Rahsaan King; and Students of Strength, Inc., No. 1:21-cv-10714, District of Massachusetts (Apr. 29, 2021) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
)
SECURITIES AND EXCHANGE )
COMMISSION, )
)
Plaintiff, ) Civil Action No.
)
v. ) JURY TRIAL DEMANDED
)
RAHSAAN KING AND STUDENTS OF )
STRENGTH, INC.,     )
)
Defendants. )
)
COMPLAINT
Plaintiff  Securities and Exchange Commission (the “Commission”) alleges  the
following against Rahsaan King (“King”) and Students of Strength, Inc. (“Students of
Strength” or “the Company”) (collectively “Defendants”):
SUMMARY
1. This case involves a fraudulent offering of securities by Rahsaan King, the
founder and Chief Executive Officer (“CEO”) of Students of Strength, Inc.  King started
Students of Strength in 2013 while a college student, with the stated goal of creating an on-line
tutoring company that would use technology to connect college student tutors with
disadvantaged student customers.  Students of Strength, through King, raised over $1 million
from over twenty investors from 2017 to 2018 (the “Relevant Period”) through the sale of
investment products known as convertible notes and common stock.
2. Although Students of Strength had very few customers and nominal cash flow,
King described the Company to potential investors as a thriving online tutoring business that
needed outside investments to grow the business and meet high demand for its services.
3.To induce people to invest, King misrepresented: 1) Students of Strength’s

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historical revenue and current cash flow; 2) the Company’s assets and liabilities; 3) the
Company’s operations; and 4) the numbers of tutors hired and students tutored.
4. By engaging  in the conduct alleged  herein,  Defendants violated various
provisions of Section  17(a)
of the Securities  Act  of 1933 (the “Securities Act”);  and
Section 10(b) of the Securities  Exchange Act of 1934 (the “Exchange Act”)   and Rule 10b-5
thereunder.
5. Based on these violations, the Commission  seeks:  (1) entry of a permanent
injunction prohibiting Defendants from further violations of the relevant provisions of the
federal securities laws; (2) an entry of an injunction requiring Defendants to provide a copy of
this Complaint and any final judgment to any prospective investor prior to an investment in
Students of Strength or other entities for which King may seek investments; (3) disgorgement
of King’s ill-gotten gains, plus pre-judgment interest; and (4) the imposition of a civil monetary
penalty against King based on the egregious nature of Defendant’s violations.
JURISDICTION AND VENUE
6. The Commission  brings this action  pursuant to the enforcement  authority
conferre
d upon it    by Section  20(b) of the Securities  Act [15 U.S.C. §77t(b)] and Section 21(d)
of the Exchange Act [15  U.S.C. §§78u(d)].  This Court has jurisdiction over this action
pursuant to 28 U.S.C. §1331, Section 22(a)  of the Securities  Act [15  U.S.C. §77v(a)], and
Sections 21(d) and (e) and 27 of the Exchange Act [15 U.S.C.  §§78u(e)  and 78aa].
7. Venue is proper in this district  pursuant to 28 U.S.C. §1391(b)(2), Section
22(a) of the Securities  Act [15 U.S.C. §77v(a)], and Section  27 of the Exchange Act [15
U.S.C. §78aa] because a substantial part of the acts constituting  the alleged  violations
occurred in the District  of Massachusetts  and because
King was, at various pertinent times,
resident in Massachusetts, and Students of Strength was headquartered in Massachusetts.

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8. In connection  with the conduct alleged in this  Complaint,  Defendants directly
or indirectly made use of the means or instruments  of transportation or communication  in
interstate commerce,  the facilities  of a national securities  exchange,  or the mails.
9. Defendant’s  conduct involved fraud, deceit,  or deliberate  or reckless disregard
of regulatory  requirements,  and resulted  in substantial  loss, or significant risk of substantial
loss, to other  persons.
10. Unless enjoined, Defendants  will continue  to engage in the securities  law
violations alleged  herein, or in similar  conduct that would violate  the federal securities  laws.
DEFENDANTS
11. Rahsaan King, age 25, is a resident of Houston Texas.  During various times
during the Relevant Period he was resident in Massachusetts.
12. Students of Strength was founded as a Massachusetts LLC in or about 2013.
Neither Students of Strength nor its securities has ever been registered with the Commission.
During the Relevant Period, the Company had offices in Cambridge, Massachusetts and Bryan,
Texas.  In January 2018, the company became Students of Strength, Inc., a Delaware
corporation.  During the Relevant Period, King was the CEO of Students of Strength.
FACTUAL ALLEGATIONS
A. Background of Students of Strength

13. King founded Students of Strength in 2013 with the stated intention of creating an
on-line tutoring business.  The Company’s informational material emphasized that King had
grown up poor in Houston, Texas, and was able to earn a scholarship to an Ivy League college
with the help of tutoring.
14. Students of Strength promoted through its informational materials that the
Company’s business plan was to utilize technology to facilitate tutoring in order to close the

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achievement gap between low-income and wealthy students.
15. The informational materials claimed that Students of Strength had developed an
affordable on-line tutoring platform for the purpose of connecting middle and high school
students with tutors who were students at top universities.
16. Students of Strength appears to have sought two types of customers: individual
students who sought tutoring (known as “B2C”); and organizations, such as schools, churches or
non-profits that signed up groups of students for tutoring (known as “B2B”).
17. By the end of 2017, Students of Strength had a small office in Cambridge, MA,
used by King and the Company’s head of operations, and a small office in Bryan, TX,
purportedly used by sales people.
18. Prior to the fall of 2017, Students of Strength had no system for tracking income
or expenditures.  In or about late 2017, Students of Strength hired a tax preparation and
bookkeeping service (“Bookkeeper”), to help maintain basic business records for the company.
19. King recruited various individuals, some of whom were investors or persons
associated with investors, to serve as members of Students of Strength’s board of directors. At
various times, King received advice and guidance from board members who had legal,
accounting, and business experience.  For example, one board member explained to King the
meaning of various accounting principles, including terms such as “accounts receivable” and
“revenue.”  This board member assisted King with drafting balance sheets and income
statements, but relied entirely on King to provide accurate information regarding the amounts
that were reported as “accounts receivable” owed and “revenue” earned.
20. Students of Strength had very few paying clients.  When the Company’s head of
operations began working for the Company in September 2017, she found that the Company had
only one B2B customer – a church group in Indiana – and a handful of B2C customers.  Students

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of Strength lacked any formal agreements, such as partnerships or contracts, with non-profit
organizations or foundations.
21. During 2015-2017, Students of Strength appears to have had only the following
sales: 1) for 2015, $13,000 in possible sales with one payment from a school; 2) for 2016,
$13,000 in possible sales, with no B2B customers; and 3) for 2017, $17,000 in possible sales
including a payment of $2,500 from a church and $3,990 from a school in the fourth quarter
(which appears to have been refunded).
22. To the extent that Students of Strength may have otherwise provided tutoring
services to individuals or businesses, on information and belief, such services were provided
without payment to Students of Strength.  At most, Students of Strength served as a meeting
place for tutors and students to connect, without any monies paid for the service.
B. Misrepresentations When Selling Convertible Notes

23. Students of Strength primarily obtained funds for its operations through the sale of
investment products known as convertible notes.  Convertible notes are generally a form of short-
term debt that can be converted to equity (i.e. an ownership interest) in a company.  For example,
through a convertible note an investor might loan money to a start-up company and, instead of a
return of the principal plus interest, the investor could opt to receive equity in the company.  The
convertible notes offered and sold by Students of Strength were securities.  By the terms of these
convertible notes, in exchange for cash paid by investors to Students of Strength, investors
received a two-year convertible note with a promise to pay principal and interest upon maturity.
Investors also received the right to convert the amount due into common stock of Students of
Strength at a set price, at any time before the maturity date.
24. When promoting the Company to potential investors during late 2017 and early
2018, King provided revenue projections for Students of Strength showing anticipated revenues

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as high as $5 million during 2018.  These projections were described as being based on purported
current partnerships with schools and non-profits.  When potential investors asked for specifics
relating to the historical performance of the Company, King made misrepresentations about the
Company’s revenue, its cash flow, the number of signed contracts it had entered into, the number
of tutors, and the number of students who had been tutored.
1. Investor A

25. For example, in August 2017, Investor A received a Students of Strength investor
slide deck describing the purported growth of the Company.  King either drafted the deck himself
or provided the information contained within the deck.
26. One slide in t he deck provided to Investor A purported to list the numbers of
tutors and clients that the Company had connected.  Specifically, the deck represented that
Students of Strength had 300 tutors and 900 clients in 2015, growing to 700 tutors and 1600
clients in 2016.  These figures were grossly misleading.  At best, as to tutors, the numbers in the
deck represented the number of individuals who had expressed some interest in tutoring and who
were listed in the Company’s database.  As to clients, this number did not represent actual paying
clients.
27. In the same deck, another slide represented that Students of Strength had
$240,000 in 2015 revenue and $600,000 in 2016 revenue.  These revenue figures were false.
King supplied the information for that slide.  Subsequent to receiving the slide deck, Investor A
invested $50,000 in a convertible note.
28. On October 18, 2017, King emailed Investor A indicating that Students of
Strength was in urgent need of additional investors.  Among other representations, King claimed
that the Company was owed $300,000 in accounts receivable, and that the company needed cash
in the short run because customers were not due to pay for 30 days while the Company owed

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$40,000 to tutors for that week, and would owe another $40,000 in two weeks.  King wrote that
“even though we will be getting paid by our customers by the middle of next month, we cannot
afford to ruin our reputation with hundreds of tutors by not paying them on time.”  In reality,
Students of Strength did not have the cash flow issues described in the email.  Specifically, the
Company was not owed $300,000 in accounts receivable.  On the contrary, as noted above, the
Company’s total revenues from sales during 2017 did not exceed $17,000.  Nor did the Company
ever employ tutors whose total compensation approached $40,000 every two weeks.
29. In December 2017, Investor A invested an additional $25,000 in Students of
Strength in the form of a convertible note.
2. Investor B

30. In March 2018, King solicited an investment from Investor B.  Before investing,
Investor B asked King via email on March 28, 2018 for information regarding Students of
Strength’s current customers and requested “any financials (balance sheet and cash flow).”  In
response to Investor B’s request, King sent an email dated March 29, 2018 that included a
December 2017 Balance Sheet that reflected purported accounts receivable of $128,200, with
specific amounts listed as being owed by various purported customers.
31. King also provided Investor B with minutes from a January 2018 Students of
Strength Board meeting at which King represented to the Board that he projected that the
Company would have revenues of $300,000 in the first quarter of  2018.
32. On March 30, 2018, Investor B emailed King asking: “In your Board Minutes you
stated a Q1 2018 revenue goal of $300,000.  Given Q1 is at an end, what do you now project for
Q1 2018 revenue?”  King responded via email that day “We have met every objective we set
forth this quarter.”  This representation was false.  At the time of the representations, Students of
Strength had about $2,000 of cash flow from sales during the quarter.    Ultimately, the Company

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determined that its total revenues for the full year 2018 were approximately $18,000.
33. After these communications, Investor B invested $34,500 in Students of Strength
in the form of a convertible note.
3. Foundation Investment

34. Representing a foundation that was interested in investing in Students of Strength,
in April 2018, an advisor asked for information regarding the Company’s financial performance.
On April 14, 2018, King emailed the advisor a spreadsheet that showed first quarter revenue of
$155,000 with details as to amounts purportedly earned from various purported customers, who
were identified in the spreadsheet.  The spreadsheet also reflected current accounts receivable of
$132,000.  These numbers were false, as they misrepresented the actual revenue of the Company
and current accounts receivable of the Company.
35. The advisor requested detailed information to support the revenue figures that
King had provided.  In response, on April 16, 2018, King represented in an email that the
Company had “recruited 3600 tutors over the course of the past 2 years,” and that the Company
“tutors on average 500 hours per day.”  King added that “our b2c student base is comprised of 9k
students who used the curriculum via the ‘home town hero’ subscription item and 2k students
who subscribed to tutoring where we had about 500 hours of tutoring per day during the school
week.”  This description of the size and scope of the Students of Strength tutoring operation was
grossly misleading.  In actuality, as of 2018, Students of Strength did not have nearly that many
tutors involved in tutoring nor did it have nearly that number of students receiving tutoring.
36. Before recommending that the foundation invest in the Students of Strength, the
advisor sought to confirm that the Company had signed contracts to support its optimistic
revenue projections.  King first responded that “[o]ur projections depend on current relationships
with 4 foundations, 3 corporate sponsors, 12 school partners, and 1 district level opportunity.”

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37. The advisor pressed for details in a further email:  “Do you have any signed
contracts with any other revenue-source clients?” King responded via email dated April 16,
2018:  “Yes, of course” and listed nine purported clients and categories of clients.  On
information and belief, Students of Strength did not have signed contracts promising payment to
Students of Strength for services provided with any of the purported clients that King listed.
38. After these communications, the foundation invested $542,885 with Students of
Strength in a convertible note.  The advisor also personally invested $25,000 in a convertible
note.
C. Misrepresentations in Connection with July 2018 Common Stock Offering

39. On July 11, 2018, Students of Strength began an offering of securities.  The
offering was designed to raise money by selling common stock in the Company and to reduce the
Company’s debt by offering note holders an opportunity to convert outstanding convertible notes
to common stock.
40. Of the $165,897 raised by the common stock offering, $125,497 was obtained
from one individual, Investor C.  Investor C was an individual whom King had met socially in
June 2018.
41. King made various false and misleading representations to Investor C regarding
Students of Strength, describing it as a thriving company with large and complex operations.
Among other representations, King represented that: 1)  Students of Strength had an elaborate
process for hiring tutors, including using “a customer service team, which we outsource to the
Philippines,” which was responsible for reviewing videos of potential tutors and providing
feedback on their tutoring performance; 2)  Students of Strength hired from 100-300 tutors a
month; 3) Students of Strength had “a campus ambassador on each of the top 100 university
campuses,” who was paid as a contractor to recruit tutors; 4) Students of Strength’s tutoring over

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that last three years “across 70,000 students” had helped students improve their grades from a D
to a B+; and 5) Students of Strength had developed a curriculum for every subject “aligned to the
standards of every state” for everything children learn from “two years old to 20 years old.”
42. King’s representations to Investor C were false: 1) Students of Strength did not
have an elaborate process for hiring tutors; 2) Students of Strength did not hire 100-300 tutors a
month; 3) Students of Strength did not have a campus ambassador on 100 university campuses;
4) Students of Strength did not tutor 70,000 students; and 5) Students of Strength did not have a
curriculum aligned to the standards of every state.
43. On July 9, 2018, Investor C emailed King asking if she could delay her
investment until August 2018, explaining that she expected to receive dividends worth two
thousand dollars from her stock holdings that she intended to liquidate and invest in Students of
Strength.  King responded via email that same day: “[i]f you want to wait until August, that is
completely up to you. . . .  However, you should know, as of today, the stock is only $3.45 per
share.  By August, it will very likely be above $4.00 or higher, so the longer you wait, the less
returns you may have in the long run.  Friday is the last date I could guarantee the current price. .
. .”
44. While seeking an investment from Investor C, King was putting together a private
placement memorandum (a document typically provided to prospective investors in private
offerings of stock which, among other things, describes the company offering the stock, the terms
of the offering, and the risks of the investment) in support of the planned offering.  To prepare
this private placement memorandum, King sought a draft balance sheet from the Bookkeeper.
After receiving the draft balance sheet, King instructed the Bookkeeper via email dated July 10,
20198 to “[a]dd 140k to the cash portion, because I have a deposit coming now and also update
account receivables to 236k.”  Based on books kept by Students of Strength and on the

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information provided by King, the Bookkeeper created a balance sheet which reflected the
figures supplied by King.
45. On July 11, 2018, Investor C received a private placement memorandum with an
attached balance sheet for Students of Strength which reflected, among other items, the following
false entries: 1) $424,048 in cash and short term investments; 2) $186,000 in accounts receivable;
and 3) zero long term debt.  In actuality: 1) the cash and short term investments figure was
inflated by $140,000, the amount King had told the Bookkeeper to add; 2) the accounts
receivable figure was not supported by the Company’s books and records; and 3) the long term
debt figure failed to reflect that the Company owed over $1 million to convertible note holders.
46. The subscription documents to be completed by prospective investors in the
offering included an investor questionnaire.  Among other things, the questionnaire included
questions about net worth and financial sophistication that, in some circumstances, may be
legally required under the federal securities laws.  On July 12, 2018, Investor C returned the
questionnaire answering “No” to each of the following questions: 1) I have such knowledge and
experience in financial and business matters that I am capable of evaluating the merits and risks
of an investment in the Shares of the Company; 2) I can afford the complete loss of the entire
amount I may invest in the Share of the Company; and 3) I am able to bear the financial risk of
an investment in the Shares of the Company for an indefinite period of time.
47. King told Investor C that she needed to change each of these answers to “yes,” in
order to be permitted to invest in the Company.  In response to King’s request,  Investor C
changed the answers and invested $125,407.
D. Condition of the Company

48. At the end of July 2018, the Company hired a financial advisor to write a report
detailing the financial condition of the Company.  This financial advisor found the following:  1)

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Students of Strength had no meaningful current revenue stream (there were only two B2B active
customers who, together, were paying less than $1000 a month, and a nominal number of B2C
customers); 2) the Company had identified some potential future B2B customers but had no
signed contracts; 3) the Company had poor controls for financial reporting, which made it
challenging to produce reliable balance sheets or income statements; and 4) the Company had
poor controls for tracking spending, resulting in spending much of the money raised from
investors during 2018.
49. The most promising of the B2B prospects – a third-party reseller that would
distribute Students of Strength’s services nationwide—in August 2018 concluded that the
Company’s technology was inadequate and terminated negotiations.  At the same time, none of
the other B2B prospects had materialized.
50. In October 2018, King announced that he was returning to college to finish his
degree.  At that point, the Students of Strength formed an executive committee to run the
company.  The Executive Committee included King and two board members, an attorney and an
accountant.  Ultimately the attorney and accountant became the acting Co-CEOs of Students of
Strength.
51. In January 2019, with the assistance of the financial advisor, the acting Co-CEO’s
sent a report to the Board of Directors as well as the Company’s shareholders and holders of
convertible notes.
52. The report detailed that Students of Strength’s 2018 revenue was approximately
$18,000 and noted that the Company had provided additional services, including services valued
at $52,000, which had been donated to two Houston area schools.  The report also detailed that
the Company had incurred $812,000 in year to date expenses, primarily driven by $503,000 of
compensation expense as the Company had grown from eight to 22 employees, most of whom

13

had been hired in preparation for B2B business that never materialized.
53. Finally, the report disclosed that the Company had cash of $7000 in hand and $1.2
million in debt, primarily consisting of convertible notes, with staggered maturity dates
beginning in April of 2019.
54. In February 2019 the Co-CEOs resigned.
E. King’s Compensation and Cash Withdrawals
55. From 2017-2018, King or his family received about $210,000 in direct payments
from Students of Strength.   King also made $53,000 in cash withdrawals from Students of
Strength’s bank accounts with no record of how the cash was used.  In addition, King used
approximately $16,000 of Students of Strength funds on personal expenses such as clothing,
food, and international travel including a trip to Europe.
First Claim for Relief
(Violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder)

56. The Commission repeats  and incorporates by  reference the allegations in
paragraphs 1   through 55  above  as  if set forth  fully herein.
57. Defendants, directly  or indirectly,  acting intentionally, knowingly  or
recklessly,
in connection with  the  purchase  or  sale of securities,  by use  of the  means  or
instrumentalities of interstate commerce or  the  facilities  of a national  securities  exchange
or  the  mail:  (a) have employed  or  are employing  devices, schemes,  or artifices  to defraud;  (b)
have made or are making untrue statements  of material fact or have omitted  or are omitting  to
state material facts necessary  to make the statements  made not misleading; and/or (c) have
engaged  or are engaging  in acts, practices,  or courses of business which operate as a  fraud  or
deceit  upon certain  persons.

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58. By engaging in the conduct described  above, Defendants  have violated, and
unless  enjoined will continue to violate, Section 10(b) of the Exchange  Act [15 U.S.C.
§78j(b)] and Rule 10b-5 thereunder  [17 C.F.R. §240.10b-5].
Second Claim for Relief
(Violation of Section  17(a)(1) of the Securities Act)

59. The Commission repeats  and incorporates by reference the allegations in
paragraphs 1   through 55  above  as  if set forth  fully herein.
60. Defendants, directly  or indirectly,  acting intentionally, knowingly or
recklessly, by  use  of  the  means  or  instrumentalities of transportation or communication in
interstate commerce or by  the  use  of the  mails,  in the  offer or sale of securities have
employed or are employing devices, schemes, or  artifices to defraud.
61. By  engaging in  the  conduct  described above,
Defendants have  violated, and
unless  enjoined will  continue to violate,  Section  17(a)(1) of the  Securities Act  [15 U.S.C.
§77q(a)].
Third Claim for Relief
(Violation of Section 17(a)(2) of the Securities Act)
62. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 55 above as if set forth fully herein.
63. Defendants, by engaging in the conduct described above in the offer or sale of
securities, by use of the means or instrumentalities of transportation or communication in
interstate commerce or by the use of the mails, obtained property by means of untrue statements
of material fact or omissions to state material facts necessary to make the statements not
misleading.
64. By engaging in the conduct described above, Defendants violated, and unless
enjoined will continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 77q(a)(2)]
.

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Fourth Claim for Relief
(Violation of Section 17(a)(3) of the Securities Act)
65. The Commission repeats and incorporates by reference the allegations in
paragraphs 1 through 55 above as if set forth fully herein.
66. Defendants, by engaging in the conduct described above in the offer or sale of
securities, by use of the means or instrumentalities of transportation or communication in
interstate commerce or by the use of the mails, engaged in transactions, practices, or courses of
business that operated as a fraud or deceit upon the purchasers of such securities.
67. By engaging in the conduct described above, Defendants violated, and unless
enjoined will continue to violate, Section 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(3)]
.
PRAYER FOR RELIEF
WHEREFORE,  the Commission  requests that this Court:
A. Enter  a permanent  injunction  restraining  Defendants  and each of their agents,
servants,  employees  and attorneys  and those  persons  in  active concert  or
participation  with  them who  receive actual  notice of the injunction by
personal  service or otherwise,  including  facsimile transmission  or  overnight
delivery  service,  from  directly  or indirectly  engaging in  the
conduct described
above, or in conduct of similar  purport  and effect,  in violation  of Section
17(a) of
the Securities  Act  [15 U.S.C. §   77q(a)];  and Section 10(b) of the
Exchange Act [15 U.S.C. §   78j(b)] and Rule 10b-5 thereunder  [17 C.F.R. §
240.10b-5].
B. Enter an injunction requiring Students of Strength for a period of ten years
commencing on the date of entry of the final judgment to provide all
prospective investors with a copy of the complaint and final judgment in this

16

action.
C. Enter an injunction requiring King for a period of ten years commencing on the
date of entry of the final judgment to provide all prospective investors in any
entity that King directly or indirectly owns or controls, or in any entity by
which King is employed or consults with in a capacity that involves offering or
selling securities, with a copy of the complaint and final judgment in this
action.
D. Require King to disgorge his ill-gotten gains, plus pre-judgment interest, with
said monies to be distributed in accordance with a plan of distribution to be
ordered by the Court;
E. Require  King  to pay appropriate  civil monetary  penalties  pursuant
to Section
20(d)  of the Securities Act [15 U.S.C. § 77t(d)]  and Section  21(d)(3)  of the
Securities Exchange Act  [15 U.S.C.  § 78u(d)(3)];
F. Retain  jurisdiction over this action  to implement and carry out the terms  of
all
orders  and decrees  that may be entered;  and
G. Grant  such other and further  relief as the Court  deems  just and proper.

17

JURY DEMAND
The Commission  hereby demands a trial by jury on all    claims  so triable.
Respectfully submitted,
SECURITIES  AND EXCHANGE  COMMISSION
By its attorneys,
//s// Martin F. Healey
Martin F. Healey (Mass. Bar No. 227550)
33 Arch Street, 24th Floor
Boston, Massachusetts 02110
Telephone: (617) 573-8952
Facsimile:   (617) 573-4590
Email:  [email protected]
Dated:  April 29, 2021

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

) 
SECURITIES AND EXCHANGE ) 
COMMISSION, ) 

) 
Plaintiff, ) Civil Action No. 

) 
v. ) JURY TRIAL DEMANDED 

) 
RAHSAAN KING AND STUDENTS OF ) 
STRENGTH, INC.,  ) 

) 
Defendants. ) 

) 

COMPLAINT 

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

following against Rahsaan King (“King”) and Students of Strength, Inc. (“Students of 

Strength” or “the Company”) (collectively “Defendants”): 

SUMMARY 

1 .  This case involves a fraudulent offering of securities by Rahsaan King, the 

founder and Chief Executive Officer (“CEO”) of Students of Strength, Inc.  King started 

Students of Strength in 2013 while a college student, with the stated goal of creating an on-line 

tutoring company that would use technology to connect college student tutors with 

disadvantaged student customers.  Students of Strength, through King, raised over $1 million 

from over twenty investors from 2017 to 2018 (the “Relevant Period”) through the sale of 

investment products known as convertible notes and common stock.   

2 .  Although Students of Strength had very few customers and nominal cash flow, 

King described the Company to potential investors as a thriving online tutoring business that 

needed outside investments to grow the business and meet high demand for its services. 

3. To induce people to invest, King misrepresented: 1) Students of Strength’s

Case 1:21-cv-10714-RGS   Document 1   Filed 04/29/21   Page 1 of 17



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historical revenue and current cash flow; 2) the Company’s assets and liabilities; 3) the 

Company’s operations; and 4) the numbers of tutors hired and students tutored.  

4 .  By engaging in the conduct alleged herein, Defendants violated various 

provisions of Section 17(a) of the Securities Act of 1933 (the “Securities Act”); and 

Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 

thereunder. 

5 .  Based on these violations, the Commission seeks:  (1) entry of a permanent 

injunction prohibiting Defendants from further violations of the relevant provisions of the 

federal securities laws; (2) an entry of an injunction requiring Defendants to provide a copy of 

this Complaint and any final judgment to any prospective investor prior to an investment in 

Students of Strength or other entities for which King may seek investments; (3) disgorgement 

of King’s ill-gotten gains, plus pre-judgment interest; and (4) the imposition of a civil monetary 

penalty against King based on the egregious nature of Defendant’s violations.  

JURISDICTION AND VENUE 

6 .  The Commission brings this action pursuant to the enforcement authority 

conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. §77t(b)] and Section 21(d) 

of the Exchange Act [15 U.S.C. §§78u(d)].  This Court has jurisdiction over this action 

pursuant to 28 U.S.C. §1331, Section 22(a) of the Securities Act [15 U.S.C. §77v(a)], and 

Sections 21(d) and (e) and 27 of the Exchange Act [15 U.S.C. §§78u(e) and 78aa]. 

7 .  Venue is proper in this district pursuant to 28 U.S.C. §1391(b)(2), Section 

22(a) of the Securities Act [15 U.S.C. §77v(a)], and Section 27 of the Exchange Act [15 

U.S.C. §78aa] because a substantial part of the acts constituting the alleged violations 

occurred in the District of Massachusetts and because King was, at various pertinent times, 

resident in Massachusetts, and Students of Strength was headquartered in Massachusetts. 

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8 .  In connection with the conduct alleged in this Complaint, Defendants directly 

or indirectly made use of the means or instruments of transportation or communication in 

interstate commerce, the facilities of a national securities exchange, or the mails. 

9 .  Defendant’s conduct involved fraud, deceit, or deliberate or reckless disregard 

of regulatory requirements, and resulted in substantial loss, or significant risk of substantial 

loss, to other persons. 

1 0 .  Unless enjoined, Defendants will continue to engage in the securities law 

violations alleged herein, or in similar conduct that would violate the federal securities laws. 

DEFENDANTS 

1 1 .  Rahsaan King, age 25, is a resident of Houston Texas.  During various times 

during the Relevant Period he was resident in Massachusetts. 

12. Students of Strength was founded as a Massachusetts LLC in or about 2013.  

Neither Students of Strength nor its securities has ever been registered with the Commission.  

During the Relevant Period, the Company had offices in Cambridge, Massachusetts and Bryan, 

Texas.  In January 2018, the company became Students of Strength, Inc., a Delaware 

corporation.  During the Relevant Period, King was the CEO of Students of Strength. 

FACTUAL ALLEGATIONS 

A. Background of Students of Strength 
 

13. King founded Students of Strength in 2013 with the stated intention of creating an 

on-line tutoring business.  The Company’s informational material emphasized that King had 

grown up poor in Houston, Texas, and was able to earn a scholarship to an Ivy League college 

with the help of tutoring.   

14. Students of Strength promoted through its informational materials that the 

Company’s business plan was to utilize technology to facilitate tutoring in order to close the 

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achievement gap between low-income and wealthy students.   

15. The informational materials claimed that Students of Strength had developed an 

affordable on-line tutoring platform for the purpose of connecting middle and high school 

students with tutors who were students at top universities. 

16. Students of Strength appears to have sought two types of customers: individual 

students who sought tutoring (known as “B2C”); and organizations, such as schools, churches or 

non-profits that signed up groups of students for tutoring (known as “B2B”).   

17. By the end of 2017, Students of Strength had a small office in Cambridge, MA, 

used by King and the Company’s head of operations, and a small office in Bryan, TX, 

purportedly used by sales people.   

18. Prior to the fall of 2017, Students of Strength had no system for tracking income 

or expenditures.  In or about late 2017, Students of Strength hired a tax preparation and 

bookkeeping service (“Bookkeeper”), to help maintain basic business records for the company.   

19. King recruited various individuals, some of whom were investors or persons 

associated with investors, to serve as members of Students of Strength’s board of directors. At 

various times, King received advice and guidance from board members who had legal, 

accounting, and business experience.  For example, one board member explained to King the 

meaning of various accounting principles, including terms such as “accounts receivable” and 

“revenue.”  This board member assisted King with drafting balance sheets and income 

statements, but relied entirely on King to provide accurate information regarding the amounts 

that were reported as “accounts receivable” owed and “revenue” earned. 

20. Students of Strength had very few paying clients.  When the Company’s head of 

operations began working for the Company in September 2017, she found that the Company had 

only one B2B customer – a church group in Indiana – and a handful of B2C customers.  Students 

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of Strength lacked any formal agreements, such as partnerships or contracts, with non-profit 

organizations or foundations. 

21. During 2015-2017, Students of Strength appears to have had only the following 

sales: 1) for 2015, $13,000 in possible sales with one payment from a school; 2) for 2016, 

$13,000 in possible sales, with no B2B customers; and 3) for 2017, $17,000 in possible sales 

including a payment of $2,500 from a church and $3,990 from a school in the fourth quarter 

(which appears to have been refunded).   

22. To the extent that Students of Strength may have otherwise provided tutoring 

services to individuals or businesses, on information and belief, such services were provided 

without payment to Students of Strength.  At most, Students of Strength served as a meeting 

place for tutors and students to connect, without any monies paid for the service.   

B. Misrepresentations When Selling Convertible Notes   
 
23. Students of Strength primarily obtained funds for its operations through the sale of 

investment products known as convertible notes.  Convertible notes are generally a form of short-

term debt that can be converted to equity (i.e. an ownership interest) in a company.  For example, 

through a convertible note an investor might loan money to a start-up company and, instead of a 

return of the principal plus interest, the investor could opt to receive equity in the company.  The 

convertible notes offered and sold by Students of Strength were securities.  By the terms of these 

convertible notes, in exchange for cash paid by investors to Students of Strength, investors 

received a two-year convertible note with a promise to pay principal and interest upon maturity.  

Investors also received the right to convert the amount due into common stock of Students of 

Strength at a set price, at any time before the maturity date.   

24. When promoting the Company to potential investors during late 2017 and early 

2018, King provided revenue projections for Students of Strength showing anticipated revenues 

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as high as $5 million during 2018.  These projections were described as being based on purported 

current partnerships with schools and non-profits.  When potential investors asked for specifics 

relating to the historical performance of the Company, King made misrepresentations about the 

Company’s revenue, its cash flow, the number of signed contracts it had entered into, the number 

of tutors, and the number of students who had been tutored. 

1. Investor A 
 

25. For example, in August 2017, Investor A received a Students of Strength investor 

slide deck describing the purported growth of the Company.  King either drafted the deck himself 

or provided the information contained within the deck.   

26. One slide in the deck provided to Investor A purported to list the numbers of 

tutors and clients that the Company had connected.  Specifically, the deck represented that 

Students of Strength had 300 tutors and 900 clients in 2015, growing to 700 tutors and 1600 

clients in 2016.  These figures were grossly misleading.  At best, as to tutors, the numbers in the 

deck represented the number of individuals who had expressed some interest in tutoring and who 

were listed in the Company’s database.  As to clients, this number did not represent actual paying 

clients.   

27. In the same deck, another slide represented that Students of Strength had 

$240,000 in 2015 revenue and $600,000 in 2016 revenue.  These revenue figures were false.  

King supplied the information for that slide.  Subsequent to receiving the slide deck, Investor A 

invested $50,000 in a convertible note.    

28. On October 18, 2017, King emailed Investor A indicating that Students of 

Strength was in urgent need of additional investors.  Among other representations, King claimed 

that the Company was owed $300,000 in accounts receivable, and that the company needed cash 

in the short run because customers were not due to pay for 30 days while the Company owed 

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$40,000 to tutors for that week, and would owe another $40,000 in two weeks.  King wrote that 

“even though we will be getting paid by our customers by the middle of next month, we cannot 

afford to ruin our reputation with hundreds of tutors by not paying them on time.”  In reality, 

Students of Strength did not have the cash flow issues described in the email.  Specifically, the 

Company was not owed $300,000 in accounts receivable.  On the contrary, as noted above, the 

Company’s total revenues from sales during 2017 did not exceed $17,000.  Nor did the Company 

ever employ tutors whose total compensation approached $40,000 every two weeks.   

29. In December 2017, Investor A invested an additional $25,000 in Students of 

Strength in the form of a convertible note.   

2. Investor B 
 

30. In March 2018, King solicited an investment from Investor B.  Before investing, 

Investor B asked King via email on March 28, 2018 for information regarding Students of 

Strength’s current customers and requested “any financials (balance sheet and cash flow).”  In 

response to Investor B’s request, King sent an email dated March 29, 2018 that included a 

December 2017 Balance Sheet that reflected purported accounts receivable of $128,200, with 

specific amounts listed as being owed by various purported customers.   

31. King also provided Investor B with minutes from a January 2018 Students of 

Strength Board meeting at which King represented to the Board that he projected that the 

Company would have revenues of $300,000 in the first quarter of  2018. 

32. On March 30, 2018, Investor B emailed King asking: “In your Board Minutes you 

stated a Q1 2018 revenue goal of $300,000.  Given Q1 is at an end, what do you now project for 

Q1 2018 revenue?”  King responded via email that day “We have met every objective we set 

forth this quarter.”  This representation was false.  At the time of the representations, Students of 

Strength had about $2,000 of cash flow from sales during the quarter.  Ultimately, the Company 

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determined that its total revenues for the full year 2018 were approximately $18,000.  

33. After these communications, Investor B invested $34,500 in Students of Strength 

in the form of a convertible note. 

3. Foundation Investment 
 

34. Representing a foundation that was interested in investing in Students of Strength, 

in April 2018, an advisor asked for information regarding the Company’s financial performance.  

On April 14, 2018, King emailed the advisor a spreadsheet that showed first quarter revenue of 

$155,000 with details as to amounts purportedly earned from various purported customers, who 

were identified in the spreadsheet.  The spreadsheet also reflected current accounts receivable of 

$132,000.  These numbers were false, as they misrepresented the actual revenue of the Company 

and current accounts receivable of the Company.   

35. The advisor requested detailed information to support the revenue figures that 

King had provided.  In response, on April 16, 2018, King represented in an email that the 

Company had “recruited 3600 tutors over the course of the past 2 years,” and that the Company 

“tutors on average 500 hours per day.”  King added that “our b2c student base is comprised of 9k 

students who used the curriculum via the ‘home town hero’ subscription item and 2k students 

who subscribed to tutoring where we had about 500 hours of tutoring per day during the school 

week.”  This description of the size and scope of the Students of Strength tutoring operation was 

grossly misleading.  In actuality, as of 2018, Students of Strength did not have nearly that many 

tutors involved in tutoring nor did it have nearly that number of students receiving tutoring.  

36. Before recommending that the foundation invest in the Students of Strength, the 

advisor sought to confirm that the Company had signed contracts to support its optimistic 

revenue projections.  King first responded that “[o]ur projections depend on current relationships 

with 4 foundations, 3 corporate sponsors, 12 school partners, and 1 district level opportunity.”   

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37. The advisor pressed for details in a further email:  “Do you have any signed 

contracts with any other revenue-source clients?” King responded via email dated April 16, 

2018:  “Yes, of course” and listed nine purported clients and categories of clients.  On 

information and belief, Students of Strength did not have signed contracts promising payment to 

Students of Strength for services provided with any of the purported clients that King listed.   

38. After these communications, the foundation invested $542,885 with Students of 

Strength in a convertible note.  The advisor also personally invested $25,000 in a convertible 

note.   

C. Misrepresentations in Connection with July 2018 Common Stock Offering 
 
39. On July 11, 2018, Students of Strength began an offering of securities.  The 

offering was designed to raise money by selling common stock in the Company and to reduce the 

Company’s debt by offering note holders an opportunity to convert outstanding convertible notes 

to common stock.   

40. Of the $165,897 raised by the common stock offering, $125,497 was obtained 

from one individual, Investor C.  Investor C was an individual whom King had met socially in 

June 2018.    

41. King made various false and misleading representations to Investor C regarding 

Students of Strength, describing it as a thriving company with large and complex operations. 

Among other representations, King represented that: 1)  Students of Strength had an elaborate 

process for hiring tutors, including using “a customer service team, which we outsource to the 

Philippines,” which was responsible for reviewing videos of potential tutors and providing 

feedback on their tutoring performance; 2)  Students of Strength hired from 100-300 tutors a 

month; 3) Students of Strength had “a campus ambassador on each of the top 100 university 

campuses,” who was paid as a contractor to recruit tutors; 4) Students of Strength’s tutoring over 

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that last three years “across 70,000 students” had helped students improve their grades from a D 

to a B+; and 5) Students of Strength had developed a curriculum for every subject “aligned to the 

standards of every state” for everything children learn from “two years old to 20 years old.” 

42. King’s representations to Investor C were false: 1) Students of Strength did not 

have an elaborate process for hiring tutors; 2) Students of Strength did not hire 100-300 tutors a 

month; 3) Students of Strength did not have a campus ambassador on 100 university campuses; 

4) Students of Strength did not tutor 70,000 students; and 5) Students of Strength did not have a 

curriculum aligned to the standards of every state. 

43. On July 9, 2018, Investor C emailed King asking if she could delay her 

investment until August 2018, explaining that she expected to receive dividends worth two 

thousand dollars from her stock holdings that she intended to liquidate and invest in Students of 

Strength.  King responded via email that same day: “[i]f you want to wait until August, that is 

completely up to you. . . .  However, you should know, as of today, the stock is only $3.45 per 

share.  By August, it will very likely be above $4.00 or higher, so the longer you wait, the less 

returns you may have in the long run.  Friday is the last date I could guarantee the current price. . 

. .”    

44. While seeking an investment from Investor C, King was putting together a private 

placement memorandum (a document typically provided to prospective investors in private 

offerings of stock which, among other things, describes the company offering the stock, the terms 

of the offering, and the risks of the investment) in support of the planned offering.  To prepare 

this private placement memorandum, King sought a draft balance sheet from the Bookkeeper.  

After receiving the draft balance sheet, King instructed the Bookkeeper via email dated July 10, 

20198 to “[a]dd 140k to the cash portion, because I have a deposit coming now and also update 

account receivables to 236k.”  Based on books kept by Students of Strength and on the 

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information provided by King, the Bookkeeper created a balance sheet which reflected the 

figures supplied by King. 

45. On July 11, 2018, Investor C received a private placement memorandum with an 

attached balance sheet for Students of Strength which reflected, among other items, the following 

false entries: 1) $424,048 in cash and short term investments; 2) $186,000 in accounts receivable; 

and 3) zero long term debt.  In actuality: 1) the cash and short term investments figure was 

inflated by $140,000, the amount King had told the Bookkeeper to add; 2) the accounts 

receivable figure was not supported by the Company’s books and records; and 3) the long term 

debt figure failed to reflect that the Company owed over $1 million to convertible note holders.   

46. The subscription documents to be completed by prospective investors in the 

offering included an investor questionnaire.  Among other things, the questionnaire included 

questions about net worth and financial sophistication that, in some circumstances, may be 

legally required under the federal securities laws.  On July 12, 2018, Investor C returned the 

questionnaire answering “No” to each of the following questions: 1) I have such knowledge and 

experience in financial and business matters that I am capable of evaluating the merits and risks 

of an investment in the Shares of the Company; 2) I can afford the complete loss of the entire 

amount I may invest in the Share of the Company; and 3) I am able to bear the financial risk of 

an investment in the Shares of the Company for an indefinite period of time. 

47. King told Investor C that she needed to change each of these answers to “yes,” in 

order to be permitted to invest in the Company.  In response to King’s request, Investor C 

changed the answers and invested $125,407.     

D. Condition of the Company  
 
48. At the end of July 2018, the Company hired a financial advisor to write a report 

detailing the financial condition of the Company.  This financial advisor found the following:  1) 

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Students of Strength had no meaningful current revenue stream (there were only two B2B active 

customers who, together, were paying less than $1000 a month, and a nominal number of B2C 

customers); 2) the Company had identified some potential future B2B customers but had no 

signed contracts; 3) the Company had poor controls for financial reporting, which made it 

challenging to produce reliable balance sheets or income statements; and 4) the Company had 

poor controls for tracking spending, resulting in spending much of the money raised from 

investors during 2018. 

49. The most promising of the B2B prospects – a third-party reseller that would 

distribute Students of Strength’s services nationwide—in August 2018 concluded that the 

Company’s technology was inadequate and terminated negotiations.  At the same time, none of 

the other B2B prospects had materialized.   

50. In October 2018, King announced that he was returning to college to finish his 

degree.  At that point, the Students of Strength formed an executive committee to run the 

company.  The Executive Committee included King and two board members, an attorney and an 

accountant.  Ultimately the attorney and accountant became the acting Co-CEOs of Students of 

Strength.  

51. In January 2019, with the assistance of the financial advisor, the acting Co-CEO’s 

sent a report to the Board of Directors as well as the Company’s shareholders and holders of 

convertible notes. 

52. The report detailed that Students of Strength’s 2018 revenue was approximately 

$18,000 and noted that the Company had provided additional services, including services valued 

at $52,000, which had been donated to two Houston area schools.  The report also detailed that 

the Company had incurred $812,000 in year to date expenses, primarily driven by $503,000 of 

compensation expense as the Company had grown from eight to 22 employees, most of whom 

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had been hired in preparation for B2B business that never materialized.   

53. Finally, the report disclosed that the Company had cash of $7000 in hand and $1.2 

million in debt, primarily consisting of convertible notes, with staggered maturity dates 

beginning in April of 2019.     

54. In February 2019 the Co-CEOs resigned. 

E. King’s Compensation and Cash Withdrawals    

55. From 2017-2018, King or his family received about $210,000 in direct payments 

from Students of Strength.   King also made $53,000 in cash withdrawals from Students of 

Strength’s bank accounts with no record of how the cash was used.  In addition, King used 

approximately $16,000 of Students of Strength funds on personal expenses such as clothing, 

food, and international travel including a trip to Europe. 

First Claim for Relief 
(Violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder) 

 
56. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 55 above as if set forth fully herein. 

57. Defendants, directly or indirectly,  acting intentionally, knowingly  or 

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

instrumentalities of interstate commerce or the facilities  of a national securities  exchange 

or the mail:  (a) have employed or are employing devices, schemes, or artifices to defraud; (b) 

have made or are making untrue statements of material fact or have omitted or are omitting to 

state material facts necessary to make the statements made not misleading; and/or (c) have 

engaged or are engaging in acts, practices, or courses of business which operate as a fraud or 

deceit upon certain persons. 

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58. By engaging in the conduct described above, Defendants have violated, and 

unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. 

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

Second Claim for Relief 
(Violation of Section 17(a)(1) of the Securities Act) 

 
59. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 55 above as if set forth fully herein. 

60. Defendants, directly or indirectly,  acting intentionally, knowingly or 

recklessly, by use of the means or instrumentalities of transportation or communication in 

interstate commerce or by the use of the mails, in the offer or sale of securities have 

employed or are employing devices, schemes, or artifices to defraud. 

61. By engaging in the conduct described above, Defendants have violated, and 

unless enjoined will continue to violate, Section 17(a)(1) of the Securities Act [15 U.S.C. 

§77q(a)]. 

Third Claim for Relief 
(Violation of Section 17(a)(2) of the Securities Act) 

62. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 55 above as if set forth fully herein. 

63. Defendants, by engaging in the conduct described above in the offer or sale of 

securities, by use of the means or instrumentalities of transportation or communication in 

interstate commerce or by the use of the mails, obtained property by means of untrue statements 

of material fact or omissions to state material facts necessary to make the statements not 

misleading. 

64. By engaging in the conduct described above, Defendants violated, and unless 

enjoined will continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 77q(a)(2)].   

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Fourth Claim for Relief 
(Violation of Section 17(a)(3) of the Securities Act) 

65. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1 through 55 above as if set forth fully herein. 

66. Defendants, by engaging in the conduct described above in the offer or sale of 

securities, by use of the means or instrumentalities of transportation or communication in 

interstate commerce or by the use of the mails, engaged in transactions, practices, or courses of 

business that operated as a fraud or deceit upon the purchasers of such securities. 

67. By engaging in the conduct described above, Defendants violated, and unless 

enjoined will continue to violate, Section 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(3)].   

PRAYER FOR RELIEF 

WHEREFORE, the Commission requests that this Court: 

A. Enter a permanent injunction restraining Defendants and each of their agents, 

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

participation with them who receive actual notice of the injunction by 

personal service or otherwise, including facsimile transmission  or overnight 

delivery service, from directly or indirectly engaging in the conduct described 

above, or in conduct of similar purport and effect, in violation of Section 

17(a) of the Securities Act [15 U.S.C. § 77q(a)]; and  Section 10(b) of the 

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

240.10b-5]. 

B. Enter an injunction requiring Students of Strength for a period of ten years 

commencing on the date of entry of the final judgment to provide all 

prospective investors with a copy of the complaint and final judgment in this 

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action. 

C. Enter an injunction requiring King for a period of ten years commencing on the 

date of entry of the final judgment to provide all prospective investors in any 

entity that King directly or indirectly owns or controls, or in any entity by 

which King is employed or consults with in a capacity that involves offering or 

selling securities, with a copy of the complaint and final judgment in this 

action. 

D. Require King to disgorge his ill-gotten gains, plus pre-judgment interest, with 

said monies to be distributed in accordance with a plan of distribution to be 

ordered by the Court; 

E. Require King to pay appropriate civil monetary penalties pursuant to Section 

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

Securities Exchange Act [15 U.S.C. § 78u(d)(3)];  

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

orders and decrees that may be entered; and 

G. Grant such other and further relief as the Court deems just and proper. 

  

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17 

JURY DEMAND 

The Commission hereby demands a trial by jury on all claims so triable. 

Respectfully submitted, 

SECURITIES AND EXCHANGE COMMISSION 

By its attorneys, 

//s// Martin F. Healey 
Martin F. Healey (Mass. Bar No. 227550) 
33 Arch Street, 24th Floor 
Boston, Massachusetts 02110 
Telephone: (617) 573-8952 
Facsimile:   (617) 573-4590 
Email:  [email protected] 

Dated:  April 29, 2021 

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