SEC v. JURY TRIAL DEMANDED

1
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF PENNSYLVANIA
SECURITIES AND EXCHANGE
COMMISSION,
COMPLAINT
Plaintiff,
Case No.
v.
JURY TRIAL DEMANDED
RENEW FORESTRY GROUP, LLC,
RENEW DEVELOPMENT GROUP, LLLP,
RENEW HOLDINGS, LLC, and
BRIAN A. MILLER
Defendants.
Plaintiff Securities and Exchange Commission (the “SEC”) files this Complaint against
Defendants Renew Forestry Group, LLC (“Renew Forestry”), Renew Development Group,
LLLP (“Renew Development”), Renew Holdings, LLC (“Renew Holdings”), and Brian A.
Miller (“Miller”) (collectively, “Defendants”) and alleges as follows:
SUMMARY
1.This case concerns a $1.1 million offering fraud perpetrated by Brian Miller
together with entities he controlled, Renew Forestry, Renew Development, and Renew Holdings
(collectively, the “Renew Entities”).  Miller and the Renew Entities targeted faith-based
communities, selling securities to fund a Liberian timber business operated by Renew Forestry
and touting their humanitarian relief efforts in Liberia.  From 2016 through 2018, Miller and the
Renew Entities sold investments to at least 36 investors by misleading them about the amount of
land Renew Forestry held in Liberia, its operations in Liberia, and the prospects for Renew
Forestry to become profitable in the near future.
1:21-cv-81

2

2. In soliciting investments, Defendants wildly inflated Renew Forestry’s land
holdings.  Defendants told prospective investors that Renew Forestry had as much as 1.9 million
acres of land in Liberia for harvesting, when in reality Renew Forestry had only 36,000 acres.
3. Defendants also misled investors by indicating that Renew Forestry would begin
harvesting timber in Liberia shortly and that investors could expect to receive returns of up to
172% within the first year of investing.  In fact, at the time Defendants were soliciting
investments, Renew Forestry was far from ready to begin logging—let alone become
profitable—because Renew Forestry lacked the necessary infrastructure, equipment, and felling
certificate needed for timber operations.  Indeed, it has been over five years since Defendants
began soliciting these investments, and Renew Forestry has yet to harvest a single tree.
4. Defendants further deceived investors by claiming that Renew Forestry would
soon extract gold and diamonds from the inflated acreage when Renew Forestry had no
agreements or licenses to conduct mining operations in Liberia.
5. By engaging in this misconduct, Defendants Renew Forestry, Renew
Development, Renew Holdings, and Miller have violated, and unless enjoined will continue to
violate, Section 17(a) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)]
and Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
JURISDICTION AND VENUE
6. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the Securities
Act [15 U.S.C. §§ 77t(b) and 77t(d)], and Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)], to enjoin such acts, transactions, practices, and courses of business, and to obtain civil
penalties against Miller, and such other and further relief as the Court may deem just and

3

appropriate.
7. This Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a)
of the Securities Act [15 U.S.C. §§ 77t(b) and 77v(a)] and Sections 21(d), 21(e) and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa].
8. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Certain of the acts,
practices, transactions, and courses of business constituting the violations alleged herein
occurred within the Western District of Pennsylvania, Defendants transact business within the
Western District of Pennsylvania, and Defendant Miller is a resident of the Western District of
Pennsylvania.
9. In connection with the conduct alleged in this Complaint, Defendants, directly or
indirectly, singly or in concert, made use of the means or instruments of transportation or
communication in, or instrumentalities of, interstate commerce, or the mails, or the facilities of a
national securities exchange.
DEFENDANTS
10. Renew Forestry is a Pennsylvania Limited Liability Company with its principal
place of business in Venango, Pennsylvania.  Renew Forestry is indirectly owned and controlled
by Miller.
11. Renew Development is a Nevada Limited Liability Limited Partnership with its
principal place of business in Venango, Pennsylvania.  Renew Development is indirectly owned
and is controlled by Miller.
12. Renew Holdings is a Nevada Limited Liability Company with its principal place
of business in Venango, Pennsylvania.  Renew Holdings is owned and controlled by Miller.

4

13. Miller, age 49, is a resident of Venango, Pennsylvania.  He is the managing
member of Renew Forestry, the general partner of Renew Development, and the managing
member of Renew Holdings.
FACTUAL ALLEGATIONS
A. Background of the Renew Entities

14. Renew Forestry, Renew Development and Renew Holdings were all formed in
2014, and Miller was named a managing member of Renew Forestry and Renew Holdings and a
general partner of Renew Development.
15. Shortly thereafter, Miller and certain associates began soliciting investments for
the development of a commercial timber company in Liberia, Renew Forestry, which would
harvest and sell tropical hardwoods.
16. In 2014 and 2015, Miller and his associates offered and sold limited partnership
interests in Renew Development to fund Renew Forestry’s timber business in Liberia.
17. Renew Forestry used the initial investment proceeds to obtain a forest
management agreement to conduct timber operations on a 36,000-acre tract of land in the
Kiteabo Estate of Liberia.
B.  Defendants Solicited Over $1 Million from 2016 through 2018

18. In January 2016, Miller separated from the associates who had helped form the
Renew Entities.
19. Following the January 2016 separation, Miller assumed control over the Renew
Entities.  Beginning at least in January 2016, Miller made all significant decisions concerning the
Renew Entities and controlled the bank accounts for the Renew Entities.  Miller and the Renew
Entities disregarded corporate formalities, using Renew Forestry, Renew Development, and

5

Renew Holdings interchangeably.
20. In January 2016, Renew Forestry was not ready to begin logging operations in
Liberia.  Before Renew Forestry could commence timber operations, it needed to set up a
compound and lumber camp, obtain specialized logging equipment, and obtain approvals from
the Liberian government.  Renew Forestry did not have the resources to fund these activities.
21. At Miller’s direction, the Renew Entities solicited additional investments
beginning in February 2016.  Defendants targeted Christian communities, including people that
Miller met at meetings held at his local church, and touted their plans to use a portion of Renew
Forestry’s profits for humanitarian aid in Liberia.  Miller also encouraged those individuals to
refer other prospective investors.
22. At Miller’s direction, the Renew Entities also solicited investments from
individuals who had previously invested in other companies with which Miller had been
associated
.
23. At Miller’s direction, the Renew Entities distributed documents that were styled
as “newsletters” to the individuals they targeted, inviting them to invest in Renew Forestry’s
Liberian timber business.
24.   These newsletters were sent at various times under the names Renew
Development, Renew Forestry, and/or Renew Holdings and directed investors, at various times,
to make their investments payable to Renew Development, Renew Forestry, or Renew Holdings.
Miller moved invested funds through various accounts for the Renew Entities.
25. Investments took the form of limited partnership interests in Renew Development,
promissory notes with Renew Development, or promissory notes with Renew Holdings.
Regardless of how the investments were structured, Miller and the Renew Entities told investors

6

that the purpose of their investments was to fund Renew Forestry’s timber operation in Liberia.
26. The offering documents prepared at Miller’s direction told individuals investing
as limited partners in Renew Development that they would receive a pro rata distribution of the
profits Renew Development received from Renew Forestry’s operations.
27. Investors who purchased promissory notes from Renew Development or Renew
Holdings were told in the offering documents, prepared at Miller’s direction, that their principal
would be repaid in one to two years and they would be paid interest at rates ranging from 6% to
12%.  The Renew Development and Renew Holdings promissory notes also offered investors a
pro rata share of 10% of the net profits from Renew Forestry’s timber operations.
28. At Miller’s direction, Renew Development made periodic salary payments to
Miller which were funded by investor deposits.
29. In total, from February 2016 through August 2018, Miller and the Renew Entities
raised at least $1.1 million from at least 36 investors.
C. Defendants Misled Investors About Renew Forestry’s Assets, Operations, and
Prospects for Near-Term Profitability

30. The newsletters that Miller and the Renew Entities distributed contained blatant
misrepresentations about the amount of acreage for which Renew Forestry had obtained logging
rights, Renew Forestry’s readiness to commence timber or mining operations, and Renew
Forestry’s prospects for near-term profitability.
31. For example, in a February 2016 newsletter, Renew Development claimed that
Renew Forestry had 585,000 acres of valuable virgin timber “being readied for harvest right
now,” and that Renew Forestry would soon be extracting gold and diamonds as well.  Likewise,
in a July 2017 newsletter, Renew Forestry and Renew Holdings claimed that Renew Forestry had
obtained additional timber land, which “brings the total acres under our control to about 1.9

7

million acres (timber and minerals).”
32. These newsletters vastly inflated Renew Forestry’s logging rights.  In fact,
between February 2016 and July 2017, Renew Forestry had rights to conduct logging operations
on only the 36,000-acre tract of land that it had acquired in 2015.  Renew Forestry did not
actually acquire the rights to any additional land in 2016 or 2017.
33. Contrary to the statements in the February 2016 and July 2017 newsletters,
Renew Forestry did not have access to any land for mineral extraction.  The forest management
agreement that Renew Forestry had with the Kiteabo Estate did not allow it to extract gold,
diamonds, or other minerals from the 36,000-acre tract of land—the only land that was even
arguably under its control.  Renew Forestry also had no mining license.
34. Contrary to the statement in the February 2016 newletter, the 36,000-acre tract
was not actually “being readied for harvest.”  As Miller knew, Renew Forestry did not have the
necessary infrastructure in Liberia for logging.  Before beginning harvesting, Renew Forestry
needed to set up a compound and lumber camp, improve roads, refurbish a nonworking port to
transport the timber, and purchase logging equipment.  In addition, as Miller also knew, Renew
Forestry still had not obtained a felling certificate from the Liberian government, which is
required before logging can commence.
35. The newsletters also misrepresented how soon Renew Forestry could become
profitable and the rate of return on investments with the Renew Entities.  For example, the
February 2016 newsletter estimated a 91% profit return within one year, and the July 2017
newsletter claimed a return of 172% in the first year.
36. Miller knew that it was not possible for the Renew Entities to meet these
projections.  Renew Forestry had no ongoing logging operations.  And contrary to what Miller

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and the Renew Entities told investors, Renew Forestry had no near-term prospects of beginning
operations, because it had no camp, equipment, or felling certificate.  Indeed, in April 2016,
Renew Forestry’s financial consultant had advised Miller that Renew Forestry would not
generate profits for investors for at least three to four years after timber production commenced,
and little progress had been made since that time.
37. Renew Forestry still has not established a compound or lumber camp for logging
operations in Liberia, has not acquired any logging equipment, has not obtained a felling
certificate from the Liberian government, and has not harvested a single tree.
D. Miller and the Renew Entities Violated the Anti-Fraud Provisions of the Federal
Securities Laws

38. The Renew Development limited partnership interests, Renew Development
promissory notes, and Renew Holdings promissory notes offered and sold to investors are
securities within the meaning of both the Securities Act and the Exchange Act.  The conduct
described herein was in in the offer or sale of securities and in connection with the purchase or
sale of securities.
39. In their sales or offers to sell securities, Miller and the Renew Entities made use
of means or instruments of interstate transportation or communication in interstate commerce or
of the mails, including using the internet, interstate phone calls, and the United States mail.
40. The misrepresentations and omissions set forth herein, individually and in the
aggregate, are material.  A reasonable investor would have considered the misrepresented facts
and omitted information—including among other items, misrepresentations about Renew
Forestry’s assets, operations, and potential profitability—important in deciding whether or not to
invest in the Renew Entities.  Disclosure of the accurate facts or omitted information would have
altered the “total mix” of information available to investors.

9

41. In connection with the conduct described herein, Miller, Renew Forestry, Renew
Development, and Renew Holdings acted knowingly and/or recklessly and negligently.
42. Miller and the Renew Entities were the makers of the false and misleading
statements described herein to prospective investors.
43. Through their material misrepresentations and omissions, Miller, Renew Forestry,
Renew Development, and Renew Holdings each obtained money or property from investors.
44. Miller, Renew Forestry, Renew Development, and Renew Holdings each engaged
in acts, transactions or courses of business that operated as a fraud or deceit upon offerees,
purchasers and prospective purchasers of the securities described herein.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(Against All Defendants)

45. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 44.
46. 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.
47. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,

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have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Against All Defendants)

48. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 44.
49. 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.
50. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have 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].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Defendants and their agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or

11

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(b) thereunder [17 C.F.R. §§ 240.10b-5];
II.
Ordering Defendant Miller 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)]; and
III.
Granting any other and further relief this Court may deem just and proper.

Respectfully submitted,

       s/ Julia C. Green
Date:  March 1, 2021     Julia C. Green
Jennifer Chun Barry
Kingdon Kase
Patricia A. Kuzma Trujillo

SECURITIES AND EXCHANGE COMMISSION
Philadelphia Regional Office
1617 JFK Blvd., Suite 520
 Philadelphia, PA 19103
 Telephone:  (215) 597-3100
 Facsimile:    (215) 597-2740
                                                            [email protected]

1 

UNITED STATES DISTRICT COURT 
WESTERN DISTRICT OF PENNSYLVANIA 

SECURITIES AND EXCHANGE  
COMMISSION, 

COMPLAINT 
Plaintiff,

Case No. 
v.

JURY TRIAL DEMANDED 
RENEW FORESTRY GROUP, LLC, 
RENEW DEVELOPMENT GROUP, LLLP, 
RENEW HOLDINGS, LLC, and 
BRIAN A. MILLER  

Defendants.

Plaintiff Securities and Exchange Commission (the “SEC”) files this Complaint against 

Defendants Renew Forestry Group, LLC (“Renew Forestry”), Renew Development Group, 

LLLP (“Renew Development”), Renew Holdings, LLC (“Renew Holdings”), and Brian A. 

Miller (“Miller”) (collectively, “Defendants”) and alleges as follows: 

SUMMARY 

1. This case concerns a $1.1 million offering fraud perpetrated by Brian Miller

together with entities he controlled, Renew Forestry, Renew Development, and Renew Holdings 

(collectively, the “Renew Entities”).  Miller and the Renew Entities targeted faith-based 

communities, selling securities to fund a Liberian timber business operated by Renew Forestry 

and touting their humanitarian relief efforts in Liberia.  From 2016 through 2018, Miller and the 

Renew Entities sold investments to at least 36 investors by misleading them about the amount of 

land Renew Forestry held in Liberia, its operations in Liberia, and the prospects for Renew 

Forestry to become profitable in the near future.   

1:21-cv-81

Case 1:21-cv-00081-SPB   Document 1   Filed 03/01/21   Page 1 of 11



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2. In soliciting investments, Defendants wildly inflated Renew Forestry’s land 

holdings.  Defendants told prospective investors that Renew Forestry had as much as 1.9 million 

acres of land in Liberia for harvesting, when in reality Renew Forestry had only 36,000 acres.   

3. Defendants also misled investors by indicating that Renew Forestry would begin 

harvesting timber in Liberia shortly and that investors could expect to receive returns of up to 

172% within the first year of investing.  In fact, at the time Defendants were soliciting 

investments, Renew Forestry was far from ready to begin logging—let alone become 

profitable—because Renew Forestry lacked the necessary infrastructure, equipment, and felling 

certificate needed for timber operations.  Indeed, it has been over five years since Defendants 

began soliciting these investments, and Renew Forestry has yet to harvest a single tree. 

4. Defendants further deceived investors by claiming that Renew Forestry would 

soon extract gold and diamonds from the inflated acreage when Renew Forestry had no 

agreements or licenses to conduct mining operations in Liberia.     

5. By engaging in this misconduct, Defendants Renew Forestry, Renew 

Development, Renew Holdings, and Miller have violated, and unless enjoined will continue to 

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

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

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

JURISDICTION AND VENUE 

6. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the Securities 

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

§ 78u(d)], to enjoin such acts, transactions, practices, and courses of business, and to obtain civil 

penalties against Miller, and such other and further relief as the Court may deem just and 

Case 1:21-cv-00081-SPB   Document 1   Filed 03/01/21   Page 2 of 11



3 
 

appropriate. 

7. This Court has jurisdiction over this action pursuant to Sections 20(b) and 22(a) 

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

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa]. 

8. Venue lies in this District pursuant to Section 22(a) of the Securities Act [15 

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

practices, transactions, and courses of business constituting the violations alleged herein 

occurred within the Western District of Pennsylvania, Defendants transact business within the 

Western District of Pennsylvania, and Defendant Miller is a resident of the Western District of 

Pennsylvania.   

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

indirectly, singly or in concert, made use of the means or instruments of transportation or 

communication in, or instrumentalities of, interstate commerce, or the mails, or the facilities of a 

national securities exchange. 

DEFENDANTS 

10. Renew Forestry is a Pennsylvania Limited Liability Company with its principal 

place of business in Venango, Pennsylvania.  Renew Forestry is indirectly owned and controlled 

by Miller. 

11. Renew Development is a Nevada Limited Liability Limited Partnership with its 

principal place of business in Venango, Pennsylvania.  Renew Development is indirectly owned 

and is controlled by Miller.  

12. Renew Holdings is a Nevada Limited Liability Company with its principal place 

of business in Venango, Pennsylvania.  Renew Holdings is owned and controlled by Miller.  

Case 1:21-cv-00081-SPB   Document 1   Filed 03/01/21   Page 3 of 11



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13. Miller, age 49, is a resident of Venango, Pennsylvania.  He is the managing 

member of Renew Forestry, the general partner of Renew Development, and the managing 

member of Renew Holdings.   

FACTUAL ALLEGATIONS 

A. Background of the Renew Entities  
 
14. Renew Forestry, Renew Development and Renew Holdings were all formed in 

2014, and Miller was named a managing member of Renew Forestry and Renew Holdings and a 

general partner of Renew Development. 

15. Shortly thereafter, Miller and certain associates began soliciting investments for 

the development of a commercial timber company in Liberia, Renew Forestry, which would 

harvest and sell tropical hardwoods.   

16. In 2014 and 2015, Miller and his associates offered and sold limited partnership 

interests in Renew Development to fund Renew Forestry’s timber business in Liberia.   

17. Renew Forestry used the initial investment proceeds to obtain a forest 

management agreement to conduct timber operations on a 36,000-acre tract of land in the 

Kiteabo Estate of Liberia. 

B.  Defendants Solicited Over $1 Million from 2016 through 2018 
 

18. In January 2016, Miller separated from the associates who had helped form the 

Renew Entities.   

19. Following the January 2016 separation, Miller assumed control over the Renew 

Entities.  Beginning at least in January 2016, Miller made all significant decisions concerning the 

Renew Entities and controlled the bank accounts for the Renew Entities.  Miller and the Renew 

Entities disregarded corporate formalities, using Renew Forestry, Renew Development, and 

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5 
 

Renew Holdings interchangeably.   

20. In January 2016, Renew Forestry was not ready to begin logging operations in 

Liberia.  Before Renew Forestry could commence timber operations, it needed to set up a 

compound and lumber camp, obtain specialized logging equipment, and obtain approvals from 

the Liberian government.  Renew Forestry did not have the resources to fund these activities.   

21. At Miller’s direction, the Renew Entities solicited additional investments 

beginning in February 2016.  Defendants targeted Christian communities, including people that 

Miller met at meetings held at his local church, and touted their plans to use a portion of Renew 

Forestry’s profits for humanitarian aid in Liberia.  Miller also encouraged those individuals to 

refer other prospective investors. 

22. At Miller’s direction, the Renew Entities also solicited investments from 

individuals who had previously invested in other companies with which Miller had been 

associated.   

23. At Miller’s direction, the Renew Entities distributed documents that were styled 

as “newsletters” to the individuals they targeted, inviting them to invest in Renew Forestry’s 

Liberian timber business.   

24.   These newsletters were sent at various times under the names Renew 

Development, Renew Forestry, and/or Renew Holdings and directed investors, at various times, 

to make their investments payable to Renew Development, Renew Forestry, or Renew Holdings.  

Miller moved invested funds through various accounts for the Renew Entities.   

25. Investments took the form of limited partnership interests in Renew Development, 

promissory notes with Renew Development, or promissory notes with Renew Holdings.  

Regardless of how the investments were structured, Miller and the Renew Entities told investors 

Case 1:21-cv-00081-SPB   Document 1   Filed 03/01/21   Page 5 of 11



6 
 

that the purpose of their investments was to fund Renew Forestry’s timber operation in Liberia.   

26. The offering documents prepared at Miller’s direction told individuals investing 

as limited partners in Renew Development that they would receive a pro rata distribution of the 

profits Renew Development received from Renew Forestry’s operations. 

27. Investors who purchased promissory notes from Renew Development or Renew 

Holdings were told in the offering documents, prepared at Miller’s direction, that their principal 

would be repaid in one to two years and they would be paid interest at rates ranging from 6% to 

12%.  The Renew Development and Renew Holdings promissory notes also offered investors a 

pro rata share of 10% of the net profits from Renew Forestry’s timber operations.  

28. At Miller’s direction, Renew Development made periodic salary payments to 

Miller which were funded by investor deposits.   

29. In total, from February 2016 through August 2018, Miller and the Renew Entities 

raised at least $1.1 million from at least 36 investors.    

C. Defendants Misled Investors About Renew Forestry’s Assets, Operations, and 
Prospects for Near-Term Profitability  
 
30. The newsletters that Miller and the Renew Entities distributed contained blatant 

misrepresentations about the amount of acreage for which Renew Forestry had obtained logging 

rights, Renew Forestry’s readiness to commence timber or mining operations, and Renew 

Forestry’s prospects for near-term profitability.   

31. For example, in a February 2016 newsletter, Renew Development claimed that 

Renew Forestry had 585,000 acres of valuable virgin timber “being readied for harvest right 

now,” and that Renew Forestry would soon be extracting gold and diamonds as well.  Likewise, 

in a July 2017 newsletter, Renew Forestry and Renew Holdings claimed that Renew Forestry had 

obtained additional timber land, which “brings the total acres under our control to about 1.9 

Case 1:21-cv-00081-SPB   Document 1   Filed 03/01/21   Page 6 of 11



7 
 

million acres (timber and minerals).” 

32. These newsletters vastly inflated Renew Forestry’s logging rights.  In fact, 

between February 2016 and July 2017, Renew Forestry had rights to conduct logging operations 

on only the 36,000-acre tract of land that it had acquired in 2015.  Renew Forestry did not 

actually acquire the rights to any additional land in 2016 or 2017.   

33. Contrary to the statements in the February 2016 and July 2017 newsletters, 

Renew Forestry did not have access to any land for mineral extraction.  The forest management 

agreement that Renew Forestry had with the Kiteabo Estate did not allow it to extract gold, 

diamonds, or other minerals from the 36,000-acre tract of land—the only land that was even 

arguably under its control.  Renew Forestry also had no mining license. 

34. Contrary to the statement in the February 2016 newletter, the 36,000-acre tract 

was not actually “being readied for harvest.”  As Miller knew, Renew Forestry did not have the 

necessary infrastructure in Liberia for logging.  Before beginning harvesting, Renew Forestry 

needed to set up a compound and lumber camp, improve roads, refurbish a nonworking port to 

transport the timber, and purchase logging equipment.  In addition, as Miller also knew, Renew 

Forestry still had not obtained a felling certificate from the Liberian government, which is 

required before logging can commence.   

35. The newsletters also misrepresented how soon Renew Forestry could become 

profitable and the rate of return on investments with the Renew Entities.  For example, the 

February 2016 newsletter estimated a 91% profit return within one year, and the July 2017 

newsletter claimed a return of 172% in the first year.  

36. Miller knew that it was not possible for the Renew Entities to meet these 

projections.  Renew Forestry had no ongoing logging operations.  And contrary to what Miller 

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8 
 

and the Renew Entities told investors, Renew Forestry had no near-term prospects of beginning 

operations, because it had no camp, equipment, or felling certificate.  Indeed, in April 2016, 

Renew Forestry’s financial consultant had advised Miller that Renew Forestry would not 

generate profits for investors for at least three to four years after timber production commenced, 

and little progress had been made since that time. 

37. Renew Forestry still has not established a compound or lumber camp for logging 

operations in Liberia, has not acquired any logging equipment, has not obtained a felling 

certificate from the Liberian government, and has not harvested a single tree. 

D. Miller and the Renew Entities Violated the Anti-Fraud Provisions of the Federal 
Securities Laws 
 
38. The Renew Development limited partnership interests, Renew Development 

promissory notes, and Renew Holdings promissory notes offered and sold to investors are 

securities within the meaning of both the Securities Act and the Exchange Act.  The conduct 

described herein was in in the offer or sale of securities and in connection with the purchase or 

sale of securities.   

39. In their sales or offers to sell securities, Miller and the Renew Entities made use 

of means or instruments of interstate transportation or communication in interstate commerce or 

of the mails, including using the internet, interstate phone calls, and the United States mail.   

40. The misrepresentations and omissions set forth herein, individually and in the 

aggregate, are material.  A reasonable investor would have considered the misrepresented facts 

and omitted information—including among other items, misrepresentations about Renew 

Forestry’s assets, operations, and potential profitability—important in deciding whether or not to 

invest in the Renew Entities.  Disclosure of the accurate facts or omitted information would have 

altered the “total mix” of information available to investors. 

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41. In connection with the conduct described herein, Miller, Renew Forestry, Renew 

Development, and Renew Holdings acted knowingly and/or recklessly and negligently.   

42. Miller and the Renew Entities were the makers of the false and misleading 

statements described herein to prospective investors.   

43. Through their material misrepresentations and omissions, Miller, Renew Forestry, 

Renew Development, and Renew Holdings each obtained money or property from investors.   

44. Miller, Renew Forestry, Renew Development, and Renew Holdings each engaged 

in acts, transactions or courses of business that operated as a fraud or deceit upon offerees, 

purchasers and prospective purchasers of the securities described herein. 

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

(Against All Defendants) 
 

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

paragraphs 1 through 44. 

46. 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. 

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

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have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)]. 

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

(Against All Defendants) 
 

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

paragraphs 1 through 44. 

49. 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. 

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

have 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]. 

PRAYER FOR RELIEF 

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

Judgment: 

I. 

Permanently enjoining Defendants and their agents, servants, employees and attorneys 

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

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

II. 

Ordering Defendant Miller 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)]; and 

III. 

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

 

Respectfully submitted, 

 
             
       s/ Julia C. Green   

Date:  March 1, 2021    Julia C. Green 
Jennifer Chun Barry 
Kingdon Kase 
Patricia A. Kuzma Trujillo 
 
SECURITIES AND EXCHANGE COMMISSION 
Philadelphia Regional Office 
1617 JFK Blvd., Suite 520 

 Philadelphia, PA 19103 
 Telephone:  (215) 597-3100 
 Facsimile:    (215) 597-2740 
 [email protected] 
 

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