SEC v. NANOTECH ENGINEERING, INC.; MICHAEL JAMES SWEANEY (also known as Michael Hatton); DAVID SWEANEY; and JEFFREY GANGE, No. 1:19-cv-03633, District of Columbia (Oct. 8, 2020) — Complaint

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

       :
UNITED STATES SECURITIES  :
AND EXCHANGE COMMISSION,    :
       :
  Plaintiff,    :
       :
 v.      :
       :
NANOTECH ENGINEERING, INC.,  :
MICHAEL JAMES SWEANEY (also  :
known as Michael Hatton), DAVID  : Case No. 19-cv-3633 (ABJ)
SWEANEY, and JEFFREY GANGE, :
       :
  Defendants,   :
       :
 and         :
       :
NANOTECH FINANCE LLC,  OMNI :
GOLF, LLC, and 3 DRAGONS LLC,  :
       :
  Relief Defendants.  :
       :

AMENDED COMPLAINT
 For its Amended Complaint, Plaintiff United States Securities and Exchange
Commission (“SEC”) alleges as follows:
S
UMMARY
1. Nanotech Engineering, Inc. (“Nanotech”) purported to be the inventor
and manufacturer of a revolutionary solar panel, and the Defendants to this action
raised approximately $9.4 million dollars in investments from over 100 investors
based on representations regarding this product and their management of
Nanotech.  However, Nanotech was entirely a fraud. The purported revolutionary

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solar panel, the “Nanopanel,” does not exist, and the Defendants largely spent their
investors’ money on themselves.
2. The Defendants and others made misrepresentations and omitted
material facts in filings with the SEC, in a video shown to investors, and in private
placement memoranda (“PPM(s)”). The Defendants’ deceptive conduct affirmatively
misled investors into believing that the  revolutionary solar panel existed and has
concealed from investors not only the prior securities fraud conviction of Nanotech’s
Chief Financial Officer, Defendant Michael Sweaney, but also the Defendants’
misappropriation of more than $2.4 million in investor funds – including the
Defendants’ purchases of a yacht, several sports cars, and cosmetic surgery.
3. Starting on approximately September 15, 2017 and continuing through
December 5, 2019, Defendant Michael Sweaney, masquerading under the
pseudonyms “Michael Brooks” and “Michael Hatton,” served as Chief Financial
Officer of Nanotech, while his nephew, Defendant David Sweaney, was listed as
Chief Executive Officer, and Defendant Jeffery Gange (“Gange”) served as Chief
Operations Officer. During this time, Nanotech employees were pressured to, and
did, cold-call potential investors from Alaska to Florida, many of whom purchased
Nanotech shares.
4. Nanotech filed three separate Forms D with the SEC asserting that
this offering of shares was exempt from the registration requirements of the
Securities Act of 1933 (“Securities Act”). Those Forms D contained multiple
misrepresentations and omissions of material facts, including: (a) the failure to

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disclose Michael Sweaney’s role with the company and thereby omitting the fact
that he had previously been convicted of felony securities fraud, (b) the false
statements that Nanotech’s executive officers, including the Defendants, would
receive only $15 of investor funds when the Defendants had, in fact, directly and
indirectly, received more than $900,000 by the time the most recent Form D was
filed, and (c) misrepresentations regarding the amount of investor money that
would be used to pay commissions to Nanotech employees for convincing victims to
invest.
5. Nanotech, a Delaware Corporation with operations in Colorado and
California, employed numerous “sales agents” (actually unlicensed stockbrokers
being paid on a commission basis) in a “boiler-room”-type environment. These sales
agents cold-called potential investors across the country. Investors were convinced
to invest by false claims of a patent-pending invention that would change the world:
the allegedly revolutionary “Nanopanel” solar panel. As stated in Nanotech’s PPM:
Solar panels need no longer be large, heavy, fragile, expensive to
manufacture and install, with only 20% efficiency. Nanotech
Engineering has invented what we believe to be the last generation
Solar Panel, thin, lightweight, stronger than steel, yet flexible and
three to four times more efficient . . . Also, our panels will allow the use
of solar in parts of the world that would otherwise not use solar due to
a lack of sunny weather. Even if a customer is only getting 40%
efficiency in a non-sunny part of the world, that is still double that of
traditional panels.
6. The Nanopanel was the key product discussed in all of the materials
that Nanotech and the Defendants distributed to investors. Investors were
repeatedly told that the Nanopanel presently existed. In fact, however, the
Nanopanel never existed.

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7. In furtherance of the Nanotech fraud, in approximately January 2018,
Michael Sweaney instructed David Sweaney to create a video that would falsely
purport to show the performance of a Nanopanel compared to that of a traditional
solar panel. Michael Sweaney said that David Sweaney needed to do this or “we’re
all going to jail.” David Sweaney created such a video, which purported to show the
out-sized performance of the Nanopanel.  Michael Sweaney and Nanotech then used
the video to solicit investment in Nanotech.  However, the supposedly revolutionary
solar panel shown in the video was entirely a fraud – it was a standard solar panel,
and the dramatic electricity-generating performance was accomplished by attaching
batteries to the underside of the panel.
8. Nanotech solicited investors based on the idea that the Nanopanel
existed as a functioning product, stating in their PPM that “Nanotech Engineering
has invented the world’s first solar panel based on Nanotechnology.” Among the
statements in Nanotech’s PPM about the Nanopanel are that the Nanopanel:
a. “is about three times more efficient than the best silicon panel on the
market.”
b. “is three to four times less expensive than traditional solar panels,”
c. “is lightweight and very strong,”
d. that its cost “is .35-.55 cents a Watt,” and
e. that it “costs much less and installs more easily than traditional
panels.”

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All of these statements are materially false and misleading as the Nanopanel did
not exist.
9. Potential investors were provided with a PPM, and if they decided to
invest, a subscription agreement, which outlined the terms of the investment.
10. Nanotech’s website, www.nanotechengineeringinc.com, had this PPM
available for potential investors to download. In addition to the false statements
about the existence and performance of the Nanopanel, the PPM on Nanotech’s
website also contained multiple material misrepresentations and omissions,
including (a) falsely identifying Nanotech’s CFO (Michael Sweaney) as “Michael
Hatton,” (b) misleading investors about the fact that investor money would be
diverted to other entities in which the Defendants and/or other Nanotech employees
had an interest, and (c) misleading investors about the fact that certain defendants
were misappropriating investor money from Nanotech for their personal use.
11. As of December 4, 2019, Nanotech’s website continued to operate and
Nanotech continued to solicit additional investor funds.
12. By knowingly or recklessly engaging in the conduct described in this
Complaint, the Defendants violated, and unless enjoined will continue to violate,
Section 17(a) of the Securities, and Section 10(b) of the Securities Exchange Act of
1934 (“Exchange Act”) and Rule 10b-5 thereunder.
13. On December 19, 2019, the Court issued a Preliminary Injunction in
this case.
14. Through this action, the SEC also seeks:

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a. entry of a permanent injunction prohibiting the Defendants
from further violations of the federal securities laws;
b. orders prohibiting the individual defendants from serving as
officers or directors of a public company;
c. disgorgement of the Defendants’ ill-gotten gains, together with
prejudgment interest;
d. disgorgement from the Relief Defendants of all unjust
enrichment and/or ill-gotten gains received from the Defendants, together with
prejudgment interest; and
e. orders imposing civil penalties as to each Defendant.
J
URISDICTION AND VENUE
15. 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 transactions, acts, practices, and courses of
business, and to obtain disgorgement, prejudgment interest, civil money penalties,
and such other and further relief as the Court may deem just and appropriate.
16. This Court has jurisdiction over this action pursuant to Section 22(a) of
the Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
17. Venue in this District is proper 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].  Defendant Nanotech filed with the SEC in this judicial district three

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materially false and misleading Forms D signed by Defendant Gange. Investor
victims are located across the country, with addresses in at least 25 states,
including Alaska, Washington State, Missouri, Maryland, Florida, and Texas.
18. Additionally, certain of the transactions, acts, practices, and courses of
business constituting the violations alleged herein were effected, directly or
indirectly, by making use of the means or instruments or instrumentalities of
transportation or communication in interstate commerce, or of the mails.
D
EFENDANTS
19. Nanotech Engineering, Inc. (“Nanotech”) is a Delaware
corporation formed on August 14, 2017.  Nanotech maintains its principal place of
business at 2601 Main Street, Suite 370, Irvine, California, and also has a facility
located at 140 2nd St. SW, Loveland, Colorado. Neither Nanotech nor its securities
have ever been registered with the SEC. Nanotech purports to be in the business of
developing revolutionary solar panels. From August 14, 2017 to the present,
Nanotech has had no discernable source of income or revenue – virtually all of its
funds appear to be investor funds.
20. Michael James Sweaney, a.k.a Michael Hatton, a.k.a. Michael
Brooks, age 56, is a resident of Irvine, California.  Michael Sweaney, operating
under the aliases “Michael Brooks” and “Michael Hatton,” served as the Chief
Financial Officer of Nanotech.  In February 1998, Michael Sweaney pleaded guilty
to one count of felony securities fraud in Nevada state court, was ordered to pay
restitution to ten investors, and was sentenced to a 12-to-32-month suspended

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prison sentence, suspended in favor of two years of probation.  Despite efforts to
hide his true identity from Nanotech investors, Michael Sweaney has listed his legal
name on multiple Nanotech bank forms. During the fraud, as detailed below,
Michael Sweaney diverted at least $550,000 in investor funds for his personal use.
21. David Sweaney, age 40, is a resident of Fort Collins, Colorado. David
Sweaney was listed as the Chief Executive Officer of Nanotech in multiple
documents and is Michael Sweaney’s nephew. David Sweaney diverted investor
funds for his personal use, including to pay the rent on his personal residence.
22. Jeffery Gange (“Gange”), age 57, is a resident of Irvine, California.
Gange serves as Nanotech’s Chief Operations Officer. Gange signed each of the
three materially false and misleading Forms D that Nanotech filed with the SEC.
Gange diverted at least $160,000 in investor funds for his personal use.
R
ELIEF DEFENDANTS
23. Nanotech Finance LLC (“Nanotech Finance”) is a Delaware
limited liability corporation, with its principal place of business in Irvine,
California.  Its single member and manager is Defendant Gange. Nanotech Finance
received at least $650,000 in ill-gotten gains during the scheme.
24. Omni Golf, LLC (“Omni Golf”) is a California limited liability
corporation, with its principal place of business in Irvine, California.  Omni Golf’s
registered address is the same address as Nanotech’s address in its May 17, 2018
and June 14, 2018 Forms D, and its sole registered member is Defendant Gange.
Omni Golf received at least $400,000 in ill-gotten gains during the scheme.

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25. 3 Dragons LLC (“3 Dragons”) is a Colorado limited liability
corporation, with its principal place of business in Avon, Colorado.  3 Dragons was
originally formed by a person who appears to be a relative of David Sweaney, and
David Sweaney is listed as an LLC member.  3 Dragons received at least $480,000
in ill-gotten gains via checks during the scheme.
T
HE NANOTECH FRAUD
Nanotech’s Purported “Revolutionary” Business
26. Nanotech purported to be developing the “Nanopanel,” an innovative
solar panel. As described on the Nanotech website, the Nanopanel is “a lightweight,
stronger than steel yet flexible Solar Panel that is more than three times more
efficient than traditional solar.” Nanotech claimed that its solar products
“[s]urpass[] any substance other than reactor-grade uranium regarding energy
produced per pound of material.” In Nanotech’s own words, its Nanopanels are
nothing short of revolutionary:
Our Nano Solar Panels now give consumers a positive return on
investment, making them the ideal choice, and demand for our panels
shall be enormous and immediate.
At Nanotech Engineering Inc. we are developing Solar Panels the size
of a FedEx Envelope. By layering sheets of Graphene as a
substructure, we put a Carbon Nanotube Forest over the top, with our
proprietary mineral solution. As the Sun’s rays hit the array, electrons
are generated through the forest much faster than Silicon.
Clearly in less than ideal weather this number drops, however the
Panels are still more efficient than traditional solar panels in cloudy
weather, remember photons still move through clouds, so that we will
see panels in places previously unthinkable in the past.
Our solar panels are combined using Graphene sheets into a single
structure, from there a Graphene Forest is applied on the surface with

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our proprietary minerals, creating a lightweight panel that is stronger
than steel yet has pushed the upper limits of the energy that can be
received and used by the Sun. In short this is by far the most efficient
Solar Panel ever created. Every photon that hits graphene creates
three electrons.
Our main market is replacing the old Solar Panels and applications for
those that otherwise wouldn’t use solar. We also are anticipating
applications in parts of the world that have less than ideal weather, if
our panel can for example only get 40% in New York, or 20% in
Denmark, it will be used, achieving the dream of a solar world!

In fact, as discussed above, the Nanopanel did not exist.
The Commencement of Nanotech’s Fraudulent Securities Offering
27. Beginning in approximately September 2017, Nanotech began selling
securities – shares of Nanotech – through a private placement memorandum. These
securities were not registered with the SEC. The shares were priced at $2.80 per
share, and the company stated that it planned to sell 24 million shares – a capital
raise of $67.2 million – which, allegedly, represented 25% of the equity of Nanotech.
Thus, the Defendants indicated that, if the capital raise was successful, Nanotech
would have a valuation of approximately $268 million. The stated minimum
investment amount was $28,000, though Nanotech sometimes accepted investments
of smaller amounts.
28. Broadly speaking, Section 5 of the Securities Act [15 U.S.C. § 77e]
makes it unlawful to offer or sell a security in interstate commerce unless there is a
registration statement in effect for the security, or unless certain exemptions apply.
29. Regulation D [17 C.F.R. § 230.501, et seq.] provides for multiple
exemptions to Section 5’s registration requirement.

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30. Nanotech asserted that its offering of unregistered Nanotech securities
was exempt from Section 5’s registration requirement pursuant to Regulation D,
Section 506(c) [17 C.F.R. § 230.506].
31. If  a company is  offering and selling securities in reliance on certain
provisions of Regulation D, including Section 506(c), it is required to file a Form D
with the SEC within 15 days of the first sale of security, and Form D sets forth a
list of information that the Company is required to provide, including:.
• A list of related persons – defined to include: “Each executive
officer and director of the issuer and person performing similar
functions . . .” (Item 3);
• The name and address “for each person that has been paid or
will be paid directly or indirectly any commission or other
similar compensation in cash or other consideration in
connection with the sales of securities in the offering  . . .” (Item
12);
• The amount of sales commissions paid, or estimated to be paid
(Item 15); and
• The “amount of the gross proceeds of the offering that has been
or is proposed to be used for payments to any of the persons
required to be named as executive officers, directors or
promotors in response to Item 3” (Item 16).

12
32. 17 C.F.R. § 239.500 requires, inter alia, that any entity that has filed a
Form D must amend that Form D, as soon as practicable, (a) to correct any material
mistake of fact, or (b) when there is increase of more than 10% in the amount of
commissions, finders’ fees or use of proceeds for payments to executive officers,
directors or promoters.
33. The Nanotech shares that were offered and sold are securities under
the federal securities law. Not only are equity shares sold for investment purposes a
classic example of a security, but also Nanotech’s private placement memorandum
refers to the shares as a “Regulation ‘D’, 506C Covered Security.” Additionally, each
of the three Forms D that Nanotech filed with the SEC is entitled “Notice of Exempt
Offering of Securities” and specifies the type of securities being offered as “Equity.”
34. Nanotech employs a team of “telephone sales agents” to cold-call
potential investors. These “sales agents” have, at least at times, been paid on a
commission basis, meaning that they are actually securities “brokers” within the
meaning of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)],   because
receiving transaction-based commissions is one of the hallmarks of a broker.
35. When sales agents call potential investors, they try to get them to view
a web-share presentation and, ultimately, to invest. Potential investors are then
provided with Nanotech’s banking information so that they can transfer / wire funds
to Nanotech. Potential investors are also provided with copies of a private
placement memorandum, which allegedly provides information about Nanotech.

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36. In total, starting in September 2017 and continuing to at least October
22, 2019, Nanotech’s bank records reflect that it has raised at least $9.4 million
from investors. One investor alone appears to have sent $2,000,000 to Nanotech.
37. Bank and shipping records indicate that Nanotech’s investors live
across the country in at least 25 states.
Nanotech Solicited Investors Using a Video Falsely Purporting to Show a
Nanopanel Outperforming a Traditional Solar Panel
38. Nanotech’s Nanopanel was the key product discussed in all of the
materials the Defendants distributed to investors. Investors were repeatedly told
that the Nanopanel presently existed, outperformed traditional solar panels, and
would be the basis for Nanotech’s future success. In fact, the Nanopanel never
existed.
39. In early 2018, Michael Sweaney instructed David Sweaney to create a
non-functioning mock-up of what the Nanopanel would look like and provided the
specifications for what the mock-up should look like. David Sweaney created this
mock-up, which did not contain any nanotechnology.
40. After David Sweaney created the mock-up of the Nanopanel, Michael
Sweaney directed David Sweaney to create a working Nanopanel and make a video
showing it outperforming a traditional solar panel. Michael Sweaney told David
Sweaney that he needed to do this or “we’re all going to jail.”
41. David Sweaney had no education or experience in nanotechnology or
solar power prior to attempting to create the Nanopanel. His primary sources of

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employment over the course of his career were working construction and managing
bars and restaurants.
42. David Sweaney created a smaller solar panel by using materials from a
traditional solar panel. This smaller solar panel did not contain any nanotechnology
and did not produce as much electricity as a full-sized traditional solar panel.
Michael Sweaney directed David Sweaney to increase the electrical output of the
smaller panel by adding batteries to the back of the smaller solar panel, and David
Sweaney did so.
43. David Sweaney then created the comparison video at Michael
Sweaney’s direction. In the video, there are two solar panels. The larger panel is a
full-size traditional solar panel. The smaller panel is the smaller solar panel (with
concealed batteries) created by David Sweaney. The video purports to show the
small panel producing more electricity than the large panel. In fact, this increased
output from the small panel was only achieved with the addition of the concealed
batteries in the back of the smaller panel. The smaller panel in the video did not
contain any nanotechnology.
44. At Michael Sweaney’s direction, Nanotech employees showed this
comparison video to numerous investors and potential investors. Nanotech
employees falsely told investors that the smaller panel in the video was the
nanotechnology-based Nanopanel. The Defendants concealed from investors the
material fact that the smaller panel’s electricity generating capabilities were
achieved by the assistance of batteries. Both David Sweaney and Michael Sweaney

15
knew at the time that this video was created that the Nanopanel did not exist, and
that the video was achieved by the use of a misleading battery-powered panel.
45. Following the creation of the comparison video, David Sweaney
continued to attempt to create the Nanopanel. Although David Sweaney may have
hoped, despite his lack of prior experience in nanotechnology, that he could have
created the Nanopanel in the future, that is not relevant, as investors were falsely
told it had already been created.
Nanotech Filed Its First Misleading Form D in May 2018
46. On May 17, 2018, more than seven months after Regulation D’s 15-day
deadline had passed, Nanotech filed its first Form D with the SEC regarding this
offering. In that Form D, Nanotech proposed offering $30 million worth of equity
shares and indicated that $1.2 million had already been sold to 41 investors.
47. This May 2018 Form D had multiple misstatements and omissions of
material facts that were never corrected by Nanotech.
48. In Item 3, (Related Persons) of its May 2018 Form D, Nanotech listed
only David Sweaney.
49. In reality, multiple other persons served as Nanotech’s executive
officers, including, at least, Michael Sweaney and Gange.
50. The failure to list Michael Sweaney and Gange was not only
misleading, but materially so; it was part of a scheme to hide the role of convicted
felon Michael Sweaney.

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51. Although he was listed as the Chief Financial Officer of Nanotech,
Michael Sweaney actually controlled and was in charge of all operations of
Nanotech. Listing of David Sweaney as CEO was another materially false and
misleading fact, as David Sweaney was not in charge of Nanotech. Indeed, while
David Sweaney participated in the fraudulent offering by, inter alia, creating the
fake Nanopanel video described above, David Sweaney was not even aware that he
was identified as Nanotech’s Chief Executive Officer until August 2018.
52.  In Item 12 (name and address of persons to be paid commission) of its
May 2018 Form D Nanotech, again, listed only David Sweaney.
53. In reality, Nanotech paid sales commissions to numerous other people.
54. The failure to list other persons being paid sales commissions was not
only misleading, but materially so as it concealed the boiler-room operation
Nanotech ran to sell its shares.
55. And again, in Item 16 (amount of proceeds to related persons) of its
May 2018 Form D, Nanotech disclosed that David Sweaney would receive only $15.
This was false and misleading for multiple reasons.
56. First, in reality, by May 17, 2018 when Nanotech filed this Form D,
David Sweaney had already received substantially more than $15 of funds raised
through this offering.
57. Second, by May 17, 2018, 3 Dragons had already received $11,000 of
funds raised through this offering, and David Sweaney is a one of the three
members of 3 Dragons.

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58. Third, Item 16 not only requires the issuer to list proceeds that have
been or are proposed to be given to people who are listed in Item 3, but to “any of
the persons required to be named as executive officers, directors, or promoters in
response to Item 3 above.” Thus, Nanotech was required to (but did not) disclose the
proceeds given to Michael Sweaney and Gange.
59. By May 17, 2018, Michael Sweaney had received $82,500 in proceeds
from this offering.  And, by May 17, 2018, Gange had received $11,375 in proceeds
from this offering.
60. Gange signed this Form D on behalf of Nanotech, which was
electronically filed with the SEC in this judicial district.  The Form D was and is
available to the public through the SEC’s EDGAR system.
Nanotech Filed Its Second Misleading Form D in June 2018
61. On June 14, 2018, Nanotech filed a second, amended Form D, which
was incorrectly marked as a new notice. In the June 2018 Form D, Nanotech
proposed to raise $67.2 million from selling equity shares, and indicated that $1.3
million had already been sold to 41 investors.
62. This June 2018 Form D repeated the same material
misrepresentations and omissions as the May 2018 Form D, although by then the
Defendants had diverted to themselves far more investor money: David Sweaney
had received substantially more than $15 including additional payments since the
May 17, 2018 Form D was filed, 3 Dragons had received $61,000, Michael Sweaney
had received $97,500, and Gange had taken $14,375.

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63. Again, Gange signed the Form D on behalf of Nanotech and
electronically filed it  with the SEC.  This second, false Form D was and is available
to the public through the SEC’s EDGAR system.
Nanotech Filed Its Third Misleading Form D in February 2019
64. On February 11, 2019, Nanotech filed a third Form D, which was again
incorrectly marked as a new notice, rather than as an amendment to the previous
Form D. In the February 2019 Form D, Nanotech still proposed to raise $67.2
million by selling equity shares, but now falsely indicated that $3.6 million in
securities had already been sold to 140 investors. An analysis of Nanotech’s bank
records shows that, in fact, more than $4.8 million had been raised from investors
by that point.
65. This February 2019 Form D also repeated the same material
misrepresentations and omissions as Nanotech’s prior two Forms D, although by
then the Defendants had diverted to themselves even more investor money: David
Sweaney had received substantially more than $15 including additional payments
since the June 2018 Form D was filed, 3 Dragons had received $478,129, Michael
Sweaney had received $234,050, Gange had received $35,815, and Omni Golf had
received $72,000.
66. Additionally, in Item 15 (amount of commissions), Nanotech stated
that the amount of commissions was or would be only $100. Notably, this was a
decrease from the May and June 2018 Forms D, which indicated commission
payments in excess of $100,000.

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67. In reality, by February 11, 2019, when Nanotech had filed its third
Form D, Nanotech had already paid at least $103,012 in commissions.
68. The amount of commissions Nanotech listed is not only false, but
materially so, as any reasonable investor would want to know how much of their
investment was going to pay commissions on sales of Nanotech securities instead of
actually being invested in the company.
69. As with the prior false Forms D, Gange signed the filing on behalf of
Nanotech and electronically filed with the SEC.  Again, the Form D was and is
available to the public through the SEC’s EDGAR system.
Nanotech Used a Misleading Private Placement Memorandum
70. When issuers sell securities pursuant to one of the Regulation D
exemptions, they often provide investors, and prospective investors, with a private
placement memorandum, which contains key information about the issuer.
71. Nanotech’s website has their current PPM available for download by
investors Nanotech sales agents have contacted.
72. The PPM has multiple misstatements and omissions of material facts,
including (a) falsely stating that the Nanopanel existed and making the false claims
about the Nanopanel’s performance described above, (b) falsely stating that the
CFO’s name was Michael Hatton when it was actually Michael Sweaney, and
concealing Michael Sweaney’s true role as the person running Nanotech, (c) falsely
stating that investor money would be used only for overhead expenses and the
manufacture of Nanopanels, when executives in fact used a significant portion of

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investor money to support their lavish lifestyle, and (d) failing to disclose that
investor money was being transferred to other entities owned or controlled by
Nanotech executives.
73. Specifically, page 18 of the PPM identifies one of Nanotech’s “[k]ey
personnel” as “Michael Hatton, Chief Financial Officer.”  Again, this was false;
Nanotech’s CFO was, in fact, Michael Sweaney.
74. Misrepresenting the CFO’s name in the PPM was part of a scheme to
conceal Michael Sweaney’s true identity and prior conviction for felony securities
fraud. That the CFO of a company engaged in an unregistered offering of securities
was previously convicted of felony securities fraud is a fact that any reasonable
investor would want to know before deciding whether to invest.
75. The PPM, at page 29, also states that: “Nanotech Engineering and its
managers have no lawsuits pending, no legal actions pending, or judgments entered
against Nanotech Engineering or its managers and, to the best knowledge of
Nanotech Engineering, no legal actions are contemplated against Nanotech
Engineering and its managers.”
76. In reality, however, Michael Sweaney has multiple civil judgments
against him, including a $46,020 state tax judgment from 2008 that remains
outstanding, as well as, again, the judgment of conviction relating to his prior felony
securities fraud.
77. Importantly, the PPM also contains numerous representations about
the use of investor funds, including:

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a.  “Nanotech Engineering will use the proceeds of this offering to
complete our solar panel (the Nanopanel™ ), based on Nanotechnology,
and bring the Nanopanel™ to market.
b. A chart listing that of the $67,200,000 to be raised in the offering,
$11,088,000 will be used for “Operations/syndication cost” and the
“Balance of capitol for Nanopanel™ production will be $56,112,000.”
78. The PPM does not disclose in any fashion that investor funds would be
used by executives for personal expenses, but rather indicates that all funds would
be used for “Operations/syndication cost” and Nanopanel production.
79. A reasonable investor would want to know that the funds that
Nanotech had promised would be used for corporate overhead and/or manufacture
of the Nanopanel were, instead, being used by executives for personal purchases.
80. Similarly, the PPM does not disclose in any fashion that investor funds
would be transferred to executives.
81. In truth and fact, however, a material percentage of all investor funds
were transferred to Michael Sweaney, David Sweaney and Gange.
82. A reasonable investor would want to know about these transfers.
83. The PPM does not disclose in any fashion that investor funds would be
transferred to entities in which executives had a beneficial interest.
84. In truth and fact, a material percentage of all investor funds were
transferred to entities in which Michael Sweaney, David Sweaney and Gange
owned or controlled.

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85. The PPM contains only one disclosure about only one of the Relief
Defendants, and even that disclosure is  misleading:
We have licensed our Graphene Golf Shafts to Omni Golf
Inc., a new golf club manufacturer that will be breaking
into the market with shafts that are more powerful, and
whip back into place faster since the graphene corrects
itself quicker than graphite or steel.
86. Even assuming that Nanotech has, in fact, developed “Graphene Golf
Shafts” and executed such a licensing agreement, this disclosure still fails to
disclose that (a) Omni Golf is controlled by one of Nanotech’s executives, Gange, (b)
Omni Golf has not paid any money to Nanotech for this license, and (c) that, in fact,
Nanotech sent money to Omni Golf, which is the opposite of the situation suggested
by the disclosure.
87. Again, a reasonable investor would want to know that their funds were
transferred to entities owned and controlled by Nanotech’s executives.
88. The PPM contained numerous false claims about the Nanopanel,
including those described above. In fact, the Nanopanel did not exist, and all claims
about its existence, performance and specifications were false.
89. A reasonable investor would want to know that Nanotech’s primary
product did not exist.
T
HE DEFENDANTS’ MISAPPROPRIATION OF INVESTOR FUNDS
90. The charts and paragraphs 91-129 below identify spending and direct
transfers of funds the SEC has traced to the Defendants and Relief Defendants so
far, though further investigation may reveal more.

23
91. Nanotech has received little to no revenue during the course of the
scheme, a fact which Nanotech confirmed in its Forms D when Nanotech indicated
that it had “no revenues.”
92. An analysis of Nanotech’s bank accounts corroborates Nanotech’s
statement in this regard. Nanotech’s various bank accounts received a total of $10.6
million in incoming funds, but more than $1 million of that was simply transfers
from one Nanotech account to another, resulting in a net of $9.6 million in incoming
funds. Of that, at least $9.51 million are demonstrably investor funds. Thus, non-
investor funds, if any, are limited to approximately $90,000, and more likely less
than that (if any). Yet, as the chart below shows, the three individual Defendants
have, either directly to themselves or through the Relief Defendants, diverted to
themselves far in excess of that amount, at least $2,494,029.
Funds misappropriated through the Defendants’
non-business spending
At least $458,962.13
Funds misappropriated through transfers to the
individual Defendants
At least $498,791.77
Funds misappropriated through transfers to the
Relief Defendants
At least $1,536,275.11
TOTAL: At least $2,494,029.01
93. Because Nanotech has virtually no source of funds other than
investors, the moneys diverted to the Defendants from Nanotech are entirely or
almost entirely investor funds.

24
The Defendants Are Using Investor Funds to Pay for a Yacht
and Other Personal Expenses
94. In total, Defendants Michael Sweaney, David Sweaney, and Gange
have transferred hundreds of thousands of dollars of investor money to themselves,
and used hundreds of thousands more for personal purchases.
Michael Sweaney’s misappropriation of funds
95. On May 14 and 21, 2019, Nanotech transferred a total of $208,500 to a
yacht company in Dana Point, California.
96. Records from the yacht company show that this $208,500 was for the
purchase of a forty-six foot Sea Ray yacht named the “Bella Vita.”  The named
purchaser of the yacht was “Michael Hatton,” the alias used by Michael Sweaney.
97. Nowhere in any of Nanotech’s private placement memoranda or filings
with the SEC has Nanotech indicated that its CFO would use investor funds to
purchase a yacht.
98. Michael Sweaney also received $301,550 in direct transfers of funds
from Nanotech.
99. The chart below shows the total spending and direct transfers of funds
the SEC has traced directly to Michael Sweaney.  The below figures do not include
amounts diverted to Defendant Michael Sweeney through the other Defendants or
Relief Defendants.
Funds Transferred to or Used by Michael Sweaney (Hatton)
   Direct Transfers $301,550.00
   Yacht $208,500.00
   Cosmetic/Dermatology $39,549.17
   Dental $3,440.00

25
   Other (Medical/Fitness/Fertility/Optometry) $605.00
TOTAL $553,644.17
David Sweaney’s misappropriation of funds
100. Similarly, David Sweaney received $133,926.19 in direct transfers of
funds from Nanotech. Michael Sweaney required that some of that money be kicked
back to him by David Sweaney, but David Sweaney was also able to keep some of
those funds for his own personal use.
101. David Sweaney also used Nanotech funds for non-business expenses,
including gasoline purchases for his car and some Amazon purchases.
102. The chart below shows the total spending and direct transfers of funds
the SEC has traced to accounts in the name of David Sweaney. The below figures do
not include amounts diverted to Defendant David Sweeney through the Relief
Defendants. Portions of the amounts below were done by, for the benefit of, or
ultimately transferred to Michael Sweaney.
Funds Transferred to or Used by Accounts in the Name of David Sweaney
   Direct Transfers $133,926.19
   Yacht Related Expenses $6,166.90
   Cosmetic/Dermatology $9,754.00
   Dental $37,557.00
   Beauty/Spa $1,218.10
   Other (Medical/Fitness/Fertility/Optometry) $7,968.68
   Luxury Fashions  $18,643.50
   Jewelry $25,391.26
TOTAL $240,625.63

Gange’s misappropriation of funds
103. In October 2018 and February/March 2019 Gange spent over $100,000
in Nanotech funds to purchase two Maserati sport cars.

26
104. Gange also received $63,315.58 in direct transfers from Nanotech.
Additional Misappropriation of Funds
105. In addition to the amounts specified above, more than $100,000 of
investor funds were spent by the Defendants on obviously non-business items such
as vaping products. At present, the SEC is not able to determine which individual
spent these funds, but regardless, investor funds were misappropriated for the
personal use of one or more of the principals of Nanotech. The chart below
summarizes the additional spending identified to date:
Other Company Misappropriations (Not Yet Attributed to a Specific
Individual Defendant)
   Yacht Related Expenses $57,308.33
   Cosmetic/Dermatology $24,870.00
   Vaping/Tobacco $7,275.27
   Beauty/Spa $10,406.00
   Other (Medical/Fitness/Fertility/Optometry) $2,682.00
   Cash withdrawals $66,838.98
TOTAL $169,380.58
The Defendants Are Improperly Transferring Investor Funds
to the Relief Defendants, Which They Own and Control.
106. Nanotech transferred a total of at least $1,536,275 to entities in which
the Defendants had a beneficial interest.
Transfers to Nanotech Finance
107. Nanotech transferred a total of at least $650,000 to Nanotech Finance
via checks, as summarized in the chart below.

27
Payments to Nanotech Finance
Bank and partial account # Date Type of payment Amount
1st Bank 6364 3/28/2019 COUNTER CHECK $110,000.00
1st Bank 6364 4/29/2019 Check Paid $92,474.00
1st Bank 6364 5/7/2019 Check Paid $17,950.00
1st Bank 6364 6/13/2019 Check Paid $150,000.00
1st Bank 6364 7/3/2019 Check Paid $128,000.00
1st Bank 6364 7/31/2019 Check Paid $1,112.00
1st Bank 6364 8/16/2019 Check Paid $127,525.00
1st Bank 6364 10/15/2019 Check Paid $25,000.00

TOTAL $652,061.00

108. Nanotech Finance only received $300 in incoming funds from sources
other than Nanotech.
109. Nanotech Finance is owned and controlled by Gange.
110. Nanotech Finance’s most recent bank records reflect that it is a single
member LLC, and that the sole signer on the account is Gange. Gange also signed
documents submitted to the bank that identified Gange as the “Secretary / Member
/ Manager” of Nanotech Finance.
111. Nanotech Finance’s bank records indicate that after Nanotech Finance
received investor funds from Nanotech, $5,000 was transferred to Michael Sweaney,
$10,500 was transferred to Gange, and $12,000 was withdrawn as cash.
112. Additionally, a $457,394.75 check issued from a Nanotech Finance
account on July 23, 2019 remains outstanding and uncashed. This check was found
in the residence of Michael Sweaney by the Federal Bureau of Investigations on
December 5, 2019.

28
Transfers to Omni Golf
113. Nanotech transferred total of at least $400,000 to Omni Golf via checks
as shown by the chart below.
Payments to Omni Golf

Bank and partial account # Date Type Amount
1st Bank 8930 9/24/2018 Check Paid  $15,000.00
1st Bank 8930 9/25/2018 Check Paid  $1,000.00
1st Bank 8930 11/16/2018 Check Paid  $20,000.00
1st Bank 8930 12/17/2018 Check Paid  $30,000.00
1st Bank 8930 1/30/2019 Check Paid  $6,000.00
1st Bank 8930 2/22/2019 Check Paid  $23,000.00
1st Bank 6364 3/20/2019 Check Paid  $25,000.00
1st Bank 6364 3/21/2019 Check Paid  $25,000.00
1st Bank 6364 3/22/2019 Check Paid  $25,000.00
1st Bank 6364 4/18/2019 Check Paid  $40,000.00
1st Bank 6364 5/13/2019 Check Paid  $25,000.00
1st Bank 6364 5/24/2019 Check Paid  $25,000.00
1st Bank 6364 6/4/2019 Check Paid  $20,000.00
1st Bank 6364 6/14/2019 Check Paid  $20,000.00
1st Bank 6364 6/25/2019 Check Paid  $20,000.00
1st Bank 6364 7/11/2019 Check Paid $20,000.00
1st Bank 6364 7/31/2019 Check Paid $17,882.00
1st Bank 6364 8/15/2019 Check Paid $12,860.00
1st Bank 6364 8/26/2019 Check Paid $14,951.00
1st Bank 6364 9/26/2019 Check Paid $15,870.00

Total  $401,563.00

114. Omni Golf only received $89,216 from sources other than Nanotech.
115. Omni Golf is controlled by Gange.
116. A Statement of Information for Omni Golf filed with the California
Secretary of State on February 28, 2018 lists Gange as the sole member/manager of
Omni Golf. Gange signed this Statement of Information.

29
117. An Articles of Organization for Omni Golf filed with the California
Secretary of State on February 6, 2018 was also signed by Gange as the “Organizer”
of Omni Golf.
118. In connection with opening a bank account for Omni Golf on
September 21, 2018, Gange signed multiple documents on behalf of Omni Golf,
including a certification that he was the CEO of Omni Golf and authorized to act on
behalf of Omni Golf.
119. Once funds were transferred from Nanotech to Omni Golf, at least
$18,000 was transferred to Gange, and other funds were used to purchase at least
$112,000 in golf equipment, and at least $146,000 was used for “payroll” to
unknown persons.
Transfers to 3 Dragons
120. Nanotech transferred $480,000 to 3 Dragons via checks and one cash
transfer, as shown by the chart below.
Payments to 3 Dragons LLC
Bank and Partial Account # Date Type Amount
1st Bank 8930 4/27/2018 Check Paid  $11,000.00
1st Bank 8930 5/23/2018 Check Paid  $50,000.00
1st Bank 8930 7/6/2018 Check Paid  $2,500.00
1st Bank 8930 7/25/2018 Check Paid  $3,729.00
1st Bank 8930 8/7/2018 Check Paid  $2,500.00
1st Bank 8930 8/13/2018 Check Paid  $30,000.00
1st Bank 8930 8/31/2018 Check Paid  $2,500.00
1st Bank 8930 8/31/2018 Check Paid  $7,500.00
1st Bank 8930 8/31/2018 Check Paid  $7,500.00
1st Bank 8930 9/6/2018 Cash Withdrawal  $3,800.00
1st Bank 8930 9/21/2018 Check Paid  $49,600.00
1st Bank 8930 10/1/2018 Check Paid  $2,500.00
1st Bank 8930 10/26/2018 Check Paid  $305,000.00

30
Payments to 3 Dragons LLC
Bank and Partial Account # Date Type Amount
1st Bank 8930 2/26/2019 Check Paid  $3,218.69
1st Bank 6364 5/28/2019 Check Paid  $1,303.42

Total  $482,651.11

121. 3 Dragons is controlled by David Sweaney and two other individuals.
122. 3 Dragons only received $264,687 from sources other than Nanotech.
123. 3 Dragons’ Articles of Organization were filed with the Colorado
Secretary of State on September 18, 2015. The documents list a woman with the
last name “Sweaney” as 3 Dragons’ Organizer, and lists two additional 3 Dragons’
members, including David Sweaney. David Sweaney is listed as having the same
home address as the Organizer.
124. Documents from 3 Dragons’ bank account list David Sweaney as the
sole signatory on the account.
125. Once funds were transferred from Nanotech to 3 Dragons, funds were
then transferred back to David Sweaney ($32,410) and Michael Sweaney ($189,904),
plus additional transfers to other persons with the last name Sweaney.
The Fraud Continued Until the Court Took Action
126. Nanotech continued to solicit and receive investor funds, until the
Court issued a Temporary Restraining Order at the request of the SEC, and the
Federal Bureau of Investigations executed a search warrant and seized certain
materials, all of which took place on December 5, 2019. Nanotech’s efforts included
the transactions listed below (all of which are in addition to the amounts described
above):

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• An October 28, 2019 incoming wire for $112,000 (equal to the
purchase price of 40,000 shares);
• A November 15, 2019 check for $28,000 deposited (with the
notation “10,000 shares”);
• A November 15, 2019 deposit for $28,000 (equal to the purchase
price of 10,000 shares); and
• A November 22, 2019 incoming wire for $27,980 (potentially for the
purchase of 10,000 shares minus a wire transaction fee).
127. The Defendants also continued to divert funds through November
2019, including the transactions listed below (all of which are in addition to the
amounts described above):
• Spending $3,160 on dermatology on October 25, 2019;
• Wiring over $15,000 to two entities with the same address as David
Sweaney on November 6, 2019; and
• Spending $6,849.38 at Ferrari and Maserati of Newport Beach on
November 14, 2019.
128. During the course of the scheme, the Defendants and Relief
Defendants have engaged in a practice of opening and closing different bank
accounts.
129. For example, the cashier’s check for $457,394.75 of investor money
improperly transferred to Nanotech Finance remains outstanding and uncashed.

32
This check was found in the residence of Michael Sweaney by the Federal Bureau of
Investigations on December 5, 2019.
CLAIMS FOR RELIEF
COUNT I
Violations of Section 17(a) of the Securities Act
(All Defendants)
130. The SEC realleges and incorporates by reference each allegation in
paragraphs 1 through 129, inclusive, as if they were fully set forth herein.
131. By engaging in the conduct that is described above, the Defendants
knowingly, recklessly, or negligently in connection with the offer or sale of
securities, by the use of the means or instruments of transportation, or
communication in interstate commerce or by use of the mails, directly or indirectly:
a. employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material
facts, or omissions to state material facts necessary in order to make
the statements made, in light of the circumstances under which they
were made, not misleading; and/or
c. engaged in transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser.
132. By engaging in the foregoing conduct, the Defendants violated, and
unless enjoined will continue to violate, Securities Act Section 17(a) [15 U.S.C. §
77q(a)].

33
COUNT II
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(All Defendants)
133. The SEC realleges and incorporates by reference each allegation in
paragraphs 1 through 129, inclusive, as if they were fully set forth herein.
134. By engaging in the conduct described above, the Defendant knowingly
or recklessly, in connection with the purchase or sale of securities, directly or
indirectly, by use the means or instrumentalities of interstate commerce, or the
mails, or the facilities of a national securities exchange:
a. employed devices, schemes or artifices to defraud; and
b. made untrue statements of material facts or omitted to state
material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not
misleading; and/or
c. engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon any person in
connection with the purchase or sale of any security.
135. By engaging in the foregoing conduct the Defendant 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 [17 C.F.R. § 240.10b-5], thereunder.

34
COUNT III
Aiding and Abetting Violations of Section 17(a) of the Securities Act
(Defendants Michael James Sweaney, David Sweaney and Jeffery Gange)
136. The SEC realleges and incorporates by reference each allegation in
paragraphs 1 through 129, inclusive, as if they were fully set forth herein.
137. As alleged above, Defendant Nanotech and others violated Section
17(a) of the Exchange Act [15 U.S.C. § 77q(a)].
138. Through their deceptive conduct, misstatements, misappropriation of
funds and other means alleged above, Defendants Michael Sweaney, David
Sweaney and Gange knowingly provided substantial assistance to, and thereby
aided and abetted, Defendant Nanotech’s violations of the securities laws.
139. By engaging the in the foregoing conduct, pursuant to Securities Act
Section 15(b) [15 U.S.C. § 77o(b)], Defendants Michael Sweaney, David Sweaney
and Gange violated, and unless enjoined will continue to violate violated Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)].
COUNT IV
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and
Rule 10b-5 Thereunder
(Defendants Michael James Sweaney, David Sweaney and Jeffery Gange)
140. The SEC realleges and incorporates by reference each allegation in
paragraphs 1 through 129, inclusive, as if they were fully set forth herein.
141. As alleged above, Defendant Nanotech and others violated Section
10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-
5], thereunder.

35
142. Through their deceptive conduct, misstatements, misappropriation of
funds and other means alleged above, Defendants Michael Sweaney, David
Sweaney and Gange knowingly provided substantial assistance to, and thereby
aided and abetted, Defendant Nanotech’s violations of the securities laws.
143. By engaging the in the foregoing conduct, pursuant to Exchange Act
Section 20(e) [15 U.S.C. § 78t], Defendants Michael Sweaney, David Sweaney and
Gange violated, and unless enjoined will continue to violate violated Section 10(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5],
thereunder.
COUNT V
Unjust Enrichment Liability
(Relief Defendants)
144. The SEC realleges and incorporates by reference each allegation in
paragraphs 1 through 129, inclusive, as if they were fully set forth herein.
145. Relief Defendants Nanotech Finance, Omni Golf, and 3 Dragons have
obtained funds as part, and in furtherance, of the securities law violations alleged
above, and under circumstances in which it is not just, equitable, or conscionable
for these entities to retain the funds. As a result, these Relief Defendants have
been unjustly enriched.
P
RAYER FOR RELIEF
 WHEREFORE, the SEC respectfully requests that the Court maintain the
existing Preliminary Injunction in this case.
 Further, the SEC respectfully requests that the Court enter a final judgment:

36
I.
Permanently restraining and enjoining all Defendants from, directly or
indirectly, violating 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];
II.
Ordering all Defendants and all Relief Defendants to disgorge all ill-gotten
gains or unjust enrichment derived from the activities set forth in this Complaint,
together with prejudgment interest thereon;
III.
Enter an order requiring the Defendants to pay civil penalties pursuant to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the
Exchange Act [15 U.S.C. § 78u(d)].
IV.
Enter an Order barring Michael Sweaney, David Sweaney, and Jeffery Gange
from serving as an officer or director of a public company pursuant to Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].
V.
Granting such other and further relief as this Court may deem just,
equitable, or necessary in connection with the enforcement of the federal securities
laws and for the protection of investors.

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VI.
Retaining jurisdiction of this action for purposes of enforcing any final
judgments and orders.

J
URY DEMAND
 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff
demands that this case be tried to a jury.
Respectfully submitted,
 Christopher Bruckmann
Gregory R. Bockin (DC Bar No. 450885)
Christopher Bruckmann (DC Bar No.
491136)
Pei Chung
Elizabeth Doisy
U.S. SECURITIES AND
EXCHANGE COMMISSION
Division of Enforcement
100 F Street, N.E.
Washington, DC  20549
(202) 551-5684 (Bockin)
(202) 551-5986 (Bruckmann)
(202) 772-9292 (facsimile)
[email protected]
[email protected]

Counsel for Plaintiff
U.S. Securities and Exchange Commission
Dated:  October 5, 2020

UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 

 
        
       : 
UNITED STATES SECURITIES  :  
AND EXCHANGE COMMISSION,  : 
       : 
  Plaintiff,    : 
       : 
 v.      : 
       : 
NANOTECH ENGINEERING, INC.,  : 
MICHAEL JAMES SWEANEY (also  : 
known as Michael Hatton), DAVID  : Case No. 19-cv-3633 (ABJ) 
SWEANEY, and JEFFREY GANGE, : 
       : 
  Defendants,   : 
       : 
 and      : 
       : 
NANOTECH FINANCE LLC, OMNI : 
GOLF, LLC, and 3 DRAGONS LLC,  : 
       : 
  Relief Defendants.  : 
       : 
 

AMENDED COMPLAINT 

 For its Amended Complaint, Plaintiff United States Securities and Exchange 

Commission (“SEC”) alleges as follows: 

SUMMARY 

1. Nanotech Engineering, Inc. (“Nanotech”) purported to be the inventor 

and manufacturer of a revolutionary solar panel, and the Defendants to this action 

raised approximately $9.4 million dollars in investments from over 100 investors 

based on representations regarding this product and their management of 

Nanotech.  However, Nanotech was entirely a fraud. The purported revolutionary 

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2 

solar panel, the “Nanopanel,” does not exist, and the Defendants largely spent their 

investors’ money on themselves.  

2. The Defendants and others made misrepresentations and omitted 

material facts in filings with the SEC, in a video shown to investors, and in private 

placement memoranda (“PPM(s)”). The Defendants’ deceptive conduct affirmatively 

misled investors into believing that the  revolutionary solar panel existed and has 

concealed from investors not only the prior securities fraud conviction of Nanotech’s 

Chief Financial Officer, Defendant Michael Sweaney, but also the Defendants’ 

misappropriation of more than $2.4 million in investor funds – including the 

Defendants’ purchases of a yacht, several sports cars, and cosmetic surgery. 

3. Starting on approximately September 15, 2017 and continuing through 

December 5, 2019, Defendant Michael Sweaney, masquerading under the 

pseudonyms “Michael Brooks” and “Michael Hatton,” served as Chief Financial 

Officer of Nanotech, while his nephew, Defendant David Sweaney, was listed as 

Chief Executive Officer, and Defendant Jeffery Gange (“Gange”) served as Chief 

Operations Officer. During this time, Nanotech employees were pressured to, and 

did, cold-call potential investors from Alaska to Florida, many of whom purchased 

Nanotech shares.  

4. Nanotech filed three separate Forms D with the SEC asserting that 

this offering of shares was exempt from the registration requirements of the 

Securities Act of 1933 (“Securities Act”). Those Forms D contained multiple 

misrepresentations and omissions of material facts, including: (a) the failure to 

Case 1:19-cv-03633-ABJ   Document 47   Filed 10/06/20   Page 2 of 37



3 

disclose Michael Sweaney’s role with the company and thereby omitting the fact 

that he had previously been convicted of felony securities fraud, (b) the false 

statements that Nanotech’s executive officers, including the Defendants, would 

receive only $15 of investor funds when the Defendants had, in fact, directly and 

indirectly, received more than $900,000 by the time the most recent Form D was 

filed, and (c) misrepresentations regarding the amount of investor money that 

would be used to pay commissions to Nanotech employees for convincing victims to 

invest. 

5. Nanotech, a Delaware Corporation with operations in Colorado and 

California, employed numerous “sales agents” (actually unlicensed stockbrokers 

being paid on a commission basis) in a “boiler-room”-type environment. These sales 

agents cold-called potential investors across the country. Investors were convinced 

to invest by false claims of a patent-pending invention that would change the world: 

the allegedly revolutionary “Nanopanel” solar panel. As stated in Nanotech’s PPM: 

Solar panels need no longer be large, heavy, fragile, expensive to 
manufacture and install, with only 20% efficiency. Nanotech 
Engineering has invented what we believe to be the last generation 
Solar Panel, thin, lightweight, stronger than steel, yet flexible and 
three to four times more efficient . . . Also, our panels will allow the use 
of solar in parts of the world that would otherwise not use solar due to 
a lack of sunny weather. Even if a customer is only getting 40% 
efficiency in a non-sunny part of the world, that is still double that of 
traditional panels. 

6. The Nanopanel was the key product discussed in all of the materials 

that Nanotech and the Defendants distributed to investors. Investors were 

repeatedly told that the Nanopanel presently existed. In fact, however, the 

Nanopanel never existed.  

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4 

7. In furtherance of the Nanotech fraud, in approximately January 2018, 

Michael Sweaney instructed David Sweaney to create a video that would falsely 

purport to show the performance of a Nanopanel compared to that of a traditional 

solar panel. Michael Sweaney said that David Sweaney needed to do this or “we’re 

all going to jail.” David Sweaney created such a video, which purported to show the 

out-sized performance of the Nanopanel.  Michael Sweaney and Nanotech then used 

the video to solicit investment in Nanotech.  However, the supposedly revolutionary 

solar panel shown in the video was entirely a fraud – it was a standard solar panel, 

and the dramatic electricity-generating performance was accomplished by attaching 

batteries to the underside of the panel.  

8. Nanotech solicited investors based on the idea that the Nanopanel 

existed as a functioning product, stating in their PPM that “Nanotech Engineering 

has invented the world’s first solar panel based on Nanotechnology.” Among the 

statements in Nanotech’s PPM about the Nanopanel are that the Nanopanel: 

a. “is about three times more efficient than the best silicon panel on the 

market.” 

b. “is three to four times less expensive than traditional solar panels,” 

c. “is lightweight and very strong,” 

d. that its cost “is .35-.55 cents a Watt,” and  

e. that it “costs much less and installs more easily than traditional 

panels.” 

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5 

All of these statements are materially false and misleading as the Nanopanel did 

not exist.  

9. Potential investors were provided with a PPM, and if they decided to 

invest, a subscription agreement, which outlined the terms of the investment. 

10. Nanotech’s website, www.nanotechengineeringinc.com, had this PPM 

available for potential investors to download. In addition to the false statements 

about the existence and performance of the Nanopanel, the PPM on Nanotech’s 

website also contained multiple material misrepresentations and omissions, 

including (a) falsely identifying Nanotech’s CFO (Michael Sweaney) as “Michael 

Hatton,” (b) misleading investors about the fact that investor money would be 

diverted to other entities in which the Defendants and/or other Nanotech employees 

had an interest, and (c) misleading investors about the fact that certain defendants 

were misappropriating investor money from Nanotech for their personal use. 

11. As of December 4, 2019, Nanotech’s website continued to operate and 

Nanotech continued to solicit additional investor funds. 

12. By knowingly or recklessly engaging in the conduct described in this 

Complaint, the Defendants violated, and unless enjoined will continue to violate, 

Section 17(a) of the Securities, and Section 10(b) of the Securities Exchange Act of 

1934 (“Exchange Act”) and Rule 10b-5 thereunder. 

13. On December 19, 2019, the Court issued a Preliminary Injunction in 

this case.  

14. Through this action, the SEC also seeks: 

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a. entry of a permanent injunction prohibiting the Defendants 

from further violations of the federal securities laws; 

b. orders prohibiting the individual defendants from serving as 

officers or directors of a public company; 

c. disgorgement of the Defendants’ ill-gotten gains, together with 

prejudgment interest; 

d. disgorgement from the Relief Defendants of all unjust 

enrichment and/or ill-gotten gains received from the Defendants, together with 

prejudgment interest; and 

e. orders imposing civil penalties as to each Defendant. 

JURISDICTION AND VENUE 

15. 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 transactions, acts, practices, and courses of 

business, and to obtain disgorgement, prejudgment interest, civil money penalties, 

and such other and further relief as the Court may deem just and appropriate. 

16. This Court has jurisdiction over this action pursuant to Section 22(a) of 

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

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

17. Venue in this District is proper 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].  Defendant Nanotech filed with the SEC in this judicial district three 

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materially false and misleading Forms D signed by Defendant Gange. Investor 

victims are located across the country, with addresses in at least 25 states, 

including Alaska, Washington State, Missouri, Maryland, Florida, and Texas. 

18. Additionally, certain of the transactions, acts, practices, and courses of 

business constituting the violations alleged herein were effected, directly or 

indirectly, by making use of the means or instruments or instrumentalities of 

transportation or communication in interstate commerce, or of the mails.   

DEFENDANTS 

19. Nanotech Engineering, Inc. (“Nanotech”) is a Delaware 

corporation formed on August 14, 2017.  Nanotech maintains its principal place of 

business at 2601 Main Street, Suite 370, Irvine, California, and also has a facility 

located at 140 2nd St. SW, Loveland, Colorado. Neither Nanotech nor its securities 

have ever been registered with the SEC. Nanotech purports to be in the business of 

developing revolutionary solar panels. From August 14, 2017 to the present, 

Nanotech has had no discernable source of income or revenue – virtually all of its 

funds appear to be investor funds.   

20. Michael James Sweaney, a.k.a Michael Hatton, a.k.a. Michael 

Brooks, age 56, is a resident of Irvine, California.  Michael Sweaney, operating 

under the aliases “Michael Brooks” and “Michael Hatton,” served as the Chief 

Financial Officer of Nanotech.  In February 1998, Michael Sweaney pleaded guilty 

to one count of felony securities fraud in Nevada state court, was ordered to pay 

restitution to ten investors, and was sentenced to a 12-to-32-month suspended 

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prison sentence, suspended in favor of two years of probation.  Despite efforts to 

hide his true identity from Nanotech investors, Michael Sweaney has listed his legal 

name on multiple Nanotech bank forms. During the fraud, as detailed below, 

Michael Sweaney diverted at least $550,000 in investor funds for his personal use.  

21. David Sweaney, age 40, is a resident of Fort Collins, Colorado. David 

Sweaney was listed as the Chief Executive Officer of Nanotech in multiple 

documents and is Michael Sweaney’s nephew. David Sweaney diverted investor 

funds for his personal use, including to pay the rent on his personal residence. 

22. Jeffery Gange (“Gange”), age 57, is a resident of Irvine, California.  

Gange serves as Nanotech’s Chief Operations Officer. Gange signed each of the 

three materially false and misleading Forms D that Nanotech filed with the SEC. 

Gange diverted at least $160,000 in investor funds for his personal use. 

RELIEF DEFENDANTS 

23. Nanotech Finance LLC (“Nanotech Finance”) is a Delaware 

limited liability corporation, with its principal place of business in Irvine, 

California.  Its single member and manager is Defendant Gange. Nanotech Finance 

received at least $650,000 in ill-gotten gains during the scheme. 

24. Omni Golf, LLC (“Omni Golf”) is a California limited liability 

corporation, with its principal place of business in Irvine, California.  Omni Golf’s 

registered address is the same address as Nanotech’s address in its May 17, 2018 

and June 14, 2018 Forms D, and its sole registered member is Defendant Gange.  

Omni Golf received at least $400,000 in ill-gotten gains during the scheme. 

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25. 3 Dragons LLC (“3 Dragons”) is a Colorado limited liability 

corporation, with its principal place of business in Avon, Colorado.  3 Dragons was 

originally formed by a person who appears to be a relative of David Sweaney, and 

David Sweaney is listed as an LLC member.  3 Dragons received at least $480,000 

in ill-gotten gains via checks during the scheme. 

THE NANOTECH FRAUD 

Nanotech’s Purported “Revolutionary” Business 

26. Nanotech purported to be developing the “Nanopanel,” an innovative 

solar panel. As described on the Nanotech website, the Nanopanel is “a lightweight, 

stronger than steel yet flexible Solar Panel that is more than three times more 

efficient than traditional solar.” Nanotech claimed that its solar products 

“[s]urpass[] any substance other than reactor-grade uranium regarding energy 

produced per pound of material.” In Nanotech’s own words, its Nanopanels are 

nothing short of revolutionary: 

Our Nano Solar Panels now give consumers a positive return on 
investment, making them the ideal choice, and demand for our panels 
shall be enormous and immediate.  

At Nanotech Engineering Inc. we are developing Solar Panels the size 
of a FedEx Envelope. By layering sheets of Graphene as a 
substructure, we put a Carbon Nanotube Forest over the top, with our 
proprietary mineral solution. As the Sun’s rays hit the array, electrons 
are generated through the forest much faster than Silicon.  

Clearly in less than ideal weather this number drops, however the 
Panels are still more efficient than traditional solar panels in cloudy 
weather, remember photons still move through clouds, so that we will 
see panels in places previously unthinkable in the past.  

Our solar panels are combined using Graphene sheets into a single 
structure, from there a Graphene Forest is applied on the surface with 

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our proprietary minerals, creating a lightweight panel that is stronger 
than steel yet has pushed the upper limits of the energy that can be 
received and used by the Sun. In short this is by far the most efficient 
Solar Panel ever created. Every photon that hits graphene creates 
three electrons.  

Our main market is replacing the old Solar Panels and applications for 
those that otherwise wouldn’t use solar. We also are anticipating 
applications in parts of the world that have less than ideal weather, if 
our panel can for example only get 40% in New York, or 20% in 
Denmark, it will be used, achieving the dream of a solar world!  

In fact, as discussed above, the Nanopanel did not exist. 

The Commencement of Nanotech’s Fraudulent Securities Offering 

27. Beginning in approximately September 2017, Nanotech began selling 

securities – shares of Nanotech – through a private placement memorandum. These 

securities were not registered with the SEC. The shares were priced at $2.80 per 

share, and the company stated that it planned to sell 24 million shares – a capital 

raise of $67.2 million – which, allegedly, represented 25% of the equity of Nanotech.  

Thus, the Defendants indicated that, if the capital raise was successful, Nanotech 

would have a valuation of approximately $268 million. The stated minimum 

investment amount was $28,000, though Nanotech sometimes accepted investments 

of smaller amounts.  

28. Broadly speaking, Section 5 of the Securities Act [15 U.S.C. § 77e] 

makes it unlawful to offer or sell a security in interstate commerce unless there is a 

registration statement in effect for the security, or unless certain exemptions apply. 

29. Regulation D [17 C.F.R. § 230.501, et seq.] provides for multiple 

exemptions to Section 5’s registration requirement.  

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30. Nanotech asserted that its offering of unregistered Nanotech securities 

was exempt from Section 5’s registration requirement pursuant to Regulation D, 

Section 506(c) [17 C.F.R. § 230.506]. 

31. If a company is offering and selling securities in reliance on certain 

provisions of Regulation D, including Section 506(c), it is required to file a Form D 

with the SEC within 15 days of the first sale of security, and Form D sets forth a 

list of information that the Company is required to provide, including:.  

• A list of related persons – defined to include: “Each executive 

officer and director of the issuer and person performing similar 

functions . . .” (Item 3); 

• The name and address “for each person that has been paid or 

will be paid directly or indirectly any commission or other 

similar compensation in cash or other consideration in 

connection with the sales of securities in the offering  . . .” (Item 

12);  

• The amount of sales commissions paid, or estimated to be paid 

(Item 15); and 

• The “amount of the gross proceeds of the offering that has been 

or is proposed to be used for payments to any of the persons 

required to be named as executive officers, directors or 

promotors in response to Item 3” (Item 16). 

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32. 17 C.F.R. § 239.500 requires, inter alia, that any entity that has filed a 

Form D must amend that Form D, as soon as practicable, (a) to correct any material 

mistake of fact, or (b) when there is increase of more than 10% in the amount of 

commissions, finders’ fees or use of proceeds for payments to executive officers, 

directors or promoters. 

33. The Nanotech shares that were offered and sold are securities under 

the federal securities law. Not only are equity shares sold for investment purposes a 

classic example of a security, but also Nanotech’s private placement memorandum 

refers to the shares as a “Regulation ‘D’, 506C Covered Security.” Additionally, each 

of the three Forms D that Nanotech filed with the SEC is entitled “Notice of Exempt 

Offering of Securities” and specifies the type of securities being offered as “Equity.”  

34. Nanotech employs a team of “telephone sales agents” to cold-call 

potential investors. These “sales agents” have, at least at times, been paid on a 

commission basis, meaning that they are actually securities “brokers” within the 

meaning of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)], because 

receiving transaction-based commissions is one of the hallmarks of a broker. 

35. When sales agents call potential investors, they try to get them to view 

a web-share presentation and, ultimately, to invest. Potential investors are then 

provided with Nanotech’s banking information so that they can transfer / wire funds 

to Nanotech. Potential investors are also provided with copies of a private 

placement memorandum, which allegedly provides information about Nanotech. 

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36. In total, starting in September 2017 and continuing to at least October 

22, 2019, Nanotech’s bank records reflect that it has raised at least $9.4 million 

from investors. One investor alone appears to have sent $2,000,000 to Nanotech.  

37. Bank and shipping records indicate that Nanotech’s investors live 

across the country in at least 25 states. 

Nanotech Solicited Investors Using a Video Falsely Purporting to Show a 
Nanopanel Outperforming a Traditional Solar Panel 

38. Nanotech’s Nanopanel was the key product discussed in all of the 

materials the Defendants distributed to investors. Investors were repeatedly told 

that the Nanopanel presently existed, outperformed traditional solar panels, and 

would be the basis for Nanotech’s future success. In fact, the Nanopanel never 

existed. 

39. In early 2018, Michael Sweaney instructed David Sweaney to create a 

non-functioning mock-up of what the Nanopanel would look like and provided the 

specifications for what the mock-up should look like. David Sweaney created this 

mock-up, which did not contain any nanotechnology. 

40. After David Sweaney created the mock-up of the Nanopanel, Michael 

Sweaney directed David Sweaney to create a working Nanopanel and make a video 

showing it outperforming a traditional solar panel. Michael Sweaney told David 

Sweaney that he needed to do this or “we’re all going to jail.” 

41. David Sweaney had no education or experience in nanotechnology or 

solar power prior to attempting to create the Nanopanel. His primary sources of 

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employment over the course of his career were working construction and managing 

bars and restaurants. 

42. David Sweaney created a smaller solar panel by using materials from a 

traditional solar panel. This smaller solar panel did not contain any nanotechnology 

and did not produce as much electricity as a full-sized traditional solar panel. 

Michael Sweaney directed David Sweaney to increase the electrical output of the 

smaller panel by adding batteries to the back of the smaller solar panel, and David 

Sweaney did so. 

43. David Sweaney then created the comparison video at Michael 

Sweaney’s direction. In the video, there are two solar panels. The larger panel is a 

full-size traditional solar panel. The smaller panel is the smaller solar panel (with 

concealed batteries) created by David Sweaney. The video purports to show the 

small panel producing more electricity than the large panel. In fact, this increased 

output from the small panel was only achieved with the addition of the concealed 

batteries in the back of the smaller panel. The smaller panel in the video did not 

contain any nanotechnology.  

44. At Michael Sweaney’s direction, Nanotech employees showed this 

comparison video to numerous investors and potential investors. Nanotech 

employees falsely told investors that the smaller panel in the video was the 

nanotechnology-based Nanopanel. The Defendants concealed from investors the 

material fact that the smaller panel’s electricity generating capabilities were 

achieved by the assistance of batteries. Both David Sweaney and Michael Sweaney 

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knew at the time that this video was created that the Nanopanel did not exist, and 

that the video was achieved by the use of a misleading battery-powered panel.  

45. Following the creation of the comparison video, David Sweaney 

continued to attempt to create the Nanopanel. Although David Sweaney may have 

hoped, despite his lack of prior experience in nanotechnology, that he could have 

created the Nanopanel in the future, that is not relevant, as investors were falsely 

told it had already been created. 

Nanotech Filed Its First Misleading Form D in May 2018 

46. On May 17, 2018, more than seven months after Regulation D’s 15-day 

deadline had passed, Nanotech filed its first Form D with the SEC regarding this 

offering. In that Form D, Nanotech proposed offering $30 million worth of equity 

shares and indicated that $1.2 million had already been sold to 41 investors. 

47. This May 2018 Form D had multiple misstatements and omissions of 

material facts that were never corrected by Nanotech. 

48. In Item 3, (Related Persons) of its May 2018 Form D, Nanotech listed 

only David Sweaney. 

49. In reality, multiple other persons served as Nanotech’s executive 

officers, including, at least, Michael Sweaney and Gange.  

50. The failure to list Michael Sweaney and Gange was not only 

misleading, but materially so; it was part of a scheme to hide the role of convicted 

felon Michael Sweaney. 

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51. Although he was listed as the Chief Financial Officer of Nanotech, 

Michael Sweaney actually controlled and was in charge of all operations of 

Nanotech. Listing of David Sweaney as CEO was another materially false and 

misleading fact, as David Sweaney was not in charge of Nanotech. Indeed, while 

David Sweaney participated in the fraudulent offering by, inter alia, creating the 

fake Nanopanel video described above, David Sweaney was not even aware that he 

was identified as Nanotech’s Chief Executive Officer until August 2018. 

52.  In Item 12 (name and address of persons to be paid commission) of its 

May 2018 Form D Nanotech, again, listed only David Sweaney.  

53. In reality, Nanotech paid sales commissions to numerous other people.  

54. The failure to list other persons being paid sales commissions was not 

only misleading, but materially so as it concealed the boiler-room operation 

Nanotech ran to sell its shares. 

55. And again, in Item 16 (amount of proceeds to related persons) of its 

May 2018 Form D, Nanotech disclosed that David Sweaney would receive only $15. 

This was false and misleading for multiple reasons. 

56. First, in reality, by May 17, 2018 when Nanotech filed this Form D, 

David Sweaney had already received substantially more than $15 of funds raised 

through this offering. 

57. Second, by May 17, 2018, 3 Dragons had already received $11,000 of 

funds raised through this offering, and David Sweaney is a one of the three 

members of 3 Dragons. 

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58. Third, Item 16 not only requires the issuer to list proceeds that have 

been or are proposed to be given to people who are listed in Item 3, but to “any of 

the persons required to be named as executive officers, directors, or promoters in 

response to Item 3 above.” Thus, Nanotech was required to (but did not) disclose the 

proceeds given to Michael Sweaney and Gange. 

59. By May 17, 2018, Michael Sweaney had received $82,500 in proceeds 

from this offering.  And, by May 17, 2018, Gange had received $11,375 in proceeds 

from this offering. 

60. Gange signed this Form D on behalf of Nanotech, which was 

electronically filed with the SEC in this judicial district.  The Form D was and is 

available to the public through the SEC’s EDGAR system. 

Nanotech Filed Its Second Misleading Form D in June 2018 

61. On June 14, 2018, Nanotech filed a second, amended Form D, which 

was incorrectly marked as a new notice. In the June 2018 Form D, Nanotech 

proposed to raise $67.2 million from selling equity shares, and indicated that $1.3 

million had already been sold to 41 investors.  

62. This June 2018 Form D repeated the same material 

misrepresentations and omissions as the May 2018 Form D, although by then the 

Defendants had diverted to themselves far more investor money: David Sweaney 

had received substantially more than $15 including additional payments since the 

May 17, 2018 Form D was filed, 3 Dragons had received $61,000, Michael Sweaney 

had received $97,500, and Gange had taken $14,375. 

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63. Again, Gange signed the Form D on behalf of Nanotech and 

electronically filed it with the SEC.  This second, false Form D was and is available 

to the public through the SEC’s EDGAR system. 

Nanotech Filed Its Third Misleading Form D in February 2019 

64. On February 11, 2019, Nanotech filed a third Form D, which was again 

incorrectly marked as a new notice, rather than as an amendment to the previous 

Form D. In the February 2019 Form D, Nanotech still proposed to raise $67.2 

million by selling equity shares, but now falsely indicated that $3.6 million in 

securities had already been sold to 140 investors. An analysis of Nanotech’s bank 

records shows that, in fact, more than $4.8 million had been raised from investors 

by that point. 

65. This February 2019 Form D also repeated the same material 

misrepresentations and omissions as Nanotech’s prior two Forms D, although by 

then the Defendants had diverted to themselves even more investor money: David 

Sweaney had received substantially more than $15 including additional payments 

since the June 2018 Form D was filed, 3 Dragons had received $478,129, Michael 

Sweaney had received $234,050, Gange had received $35,815, and Omni Golf had 

received $72,000. 

66. Additionally, in Item 15 (amount of commissions), Nanotech stated 

that the amount of commissions was or would be only $100. Notably, this was a 

decrease from the May and June 2018 Forms D, which indicated commission 

payments in excess of $100,000. 

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67. In reality, by February 11, 2019, when Nanotech had filed its third 

Form D, Nanotech had already paid at least $103,012 in commissions. 

68. The amount of commissions Nanotech listed is not only false, but 

materially so, as any reasonable investor would want to know how much of their 

investment was going to pay commissions on sales of Nanotech securities instead of 

actually being invested in the company.  

69. As with the prior false Forms D, Gange signed the filing on behalf of 

Nanotech and electronically filed with the SEC.  Again, the Form D was and is 

available to the public through the SEC’s EDGAR system. 

Nanotech Used a Misleading Private Placement Memorandum 

70. When issuers sell securities pursuant to one of the Regulation D 

exemptions, they often provide investors, and prospective investors, with a private 

placement memorandum, which contains key information about the issuer. 

71. Nanotech’s website has their current PPM available for download by 

investors Nanotech sales agents have contacted. 

72. The PPM has multiple misstatements and omissions of material facts, 

including (a) falsely stating that the Nanopanel existed and making the false claims 

about the Nanopanel’s performance described above, (b) falsely stating that the 

CFO’s name was Michael Hatton when it was actually Michael Sweaney, and 

concealing Michael Sweaney’s true role as the person running Nanotech, (c) falsely 

stating that investor money would be used only for overhead expenses and the 

manufacture of Nanopanels, when executives in fact used a significant portion of 

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investor money to support their lavish lifestyle, and (d) failing to disclose that 

investor money was being transferred to other entities owned or controlled by 

Nanotech executives. 

73. Specifically, page 18 of the PPM identifies one of Nanotech’s “[k]ey 

personnel” as “Michael Hatton, Chief Financial Officer.”  Again, this was false; 

Nanotech’s CFO was, in fact, Michael Sweaney. 

74. Misrepresenting the CFO’s name in the PPM was part of a scheme to 

conceal Michael Sweaney’s true identity and prior conviction for felony securities 

fraud. That the CFO of a company engaged in an unregistered offering of securities 

was previously convicted of felony securities fraud is a fact that any reasonable 

investor would want to know before deciding whether to invest. 

75. The PPM, at page 29, also states that: “Nanotech Engineering and its 

managers have no lawsuits pending, no legal actions pending, or judgments entered 

against Nanotech Engineering or its managers and, to the best knowledge of 

Nanotech Engineering, no legal actions are contemplated against Nanotech 

Engineering and its managers.” 

76. In reality, however, Michael Sweaney has multiple civil judgments 

against him, including a $46,020 state tax judgment from 2008 that remains 

outstanding, as well as, again, the judgment of conviction relating to his prior felony 

securities fraud. 

77. Importantly, the PPM also contains numerous representations about 

the use of investor funds, including: 

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a.  “Nanotech Engineering will use the proceeds of this offering to 

complete our solar panel (the Nanopanel™ ), based on Nanotechnology, 

and bring the Nanopanel™ to market. 

b. A chart listing that of the $67,200,000 to be raised in the offering, 

$11,088,000 will be used for “Operations/syndication cost” and the 

“Balance of capitol for Nanopanel™ production will be $56,112,000.” 

78. The PPM does not disclose in any fashion that investor funds would be 

used by executives for personal expenses, but rather indicates that all funds would 

be used for “Operations/syndication cost” and Nanopanel production. 

79. A reasonable investor would want to know that the funds that 

Nanotech had promised would be used for corporate overhead and/or manufacture 

of the Nanopanel were, instead, being used by executives for personal purchases.  

80. Similarly, the PPM does not disclose in any fashion that investor funds 

would be transferred to executives. 

81. In truth and fact, however, a material percentage of all investor funds 

were transferred to Michael Sweaney, David Sweaney and Gange. 

82. A reasonable investor would want to know about these transfers. 

83. The PPM does not disclose in any fashion that investor funds would be 

transferred to entities in which executives had a beneficial interest. 

84. In truth and fact, a material percentage of all investor funds were 

transferred to entities in which Michael Sweaney, David Sweaney and Gange 

owned or controlled. 

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85. The PPM contains only one disclosure about only one of the Relief 

Defendants, and even that disclosure is misleading: 

We have licensed our Graphene Golf Shafts to Omni Golf 
Inc., a new golf club manufacturer that will be breaking 
into the market with shafts that are more powerful, and 
whip back into place faster since the graphene corrects 
itself quicker than graphite or steel. 

86. Even assuming that Nanotech has, in fact, developed “Graphene Golf 

Shafts” and executed such a licensing agreement, this disclosure still fails to 

disclose that (a) Omni Golf is controlled by one of Nanotech’s executives, Gange, (b) 

Omni Golf has not paid any money to Nanotech for this license, and (c) that, in fact, 

Nanotech sent money to Omni Golf, which is the opposite of the situation suggested 

by the disclosure.  

87. Again, a reasonable investor would want to know that their funds were 

transferred to entities owned and controlled by Nanotech’s executives. 

88. The PPM contained numerous false claims about the Nanopanel, 

including those described above. In fact, the Nanopanel did not exist, and all claims 

about its existence, performance and specifications were false.  

89. A reasonable investor would want to know that Nanotech’s primary 

product did not exist. 

THE DEFENDANTS’ MISAPPROPRIATION OF INVESTOR FUNDS 

90. The charts and paragraphs 91-129 below identify spending and direct 

transfers of funds the SEC has traced to the Defendants and Relief Defendants so 

far, though further investigation may reveal more.   

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23 

91. Nanotech has received little to no revenue during the course of the 

scheme, a fact which Nanotech confirmed in its Forms D when Nanotech indicated 

that it had “no revenues.” 

92. An analysis of Nanotech’s bank accounts corroborates Nanotech’s 

statement in this regard. Nanotech’s various bank accounts received a total of $10.6 

million in incoming funds, but more than $1 million of that was simply transfers 

from one Nanotech account to another, resulting in a net of $9.6 million in incoming 

funds. Of that, at least $9.51 million are demonstrably investor funds. Thus, non-

investor funds, if any, are limited to approximately $90,000, and more likely less 

than that (if any). Yet, as the chart below shows, the three individual Defendants 

have, either directly to themselves or through the Relief Defendants, diverted to 

themselves far in excess of that amount, at least $2,494,029.  

Funds misappropriated through the Defendants’ 
non-business spending 

At least $458,962.13 

Funds misappropriated through transfers to the 
individual Defendants 

At least $498,791.77 

Funds misappropriated through transfers to the 
Relief Defendants 

At least $1,536,275.11 

TOTAL: At least $2,494,029.01 

93. Because Nanotech has virtually no source of funds other than 

investors, the moneys diverted to the Defendants from Nanotech are entirely or 

almost entirely investor funds. 

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The Defendants Are Using Investor Funds to Pay for a Yacht 
and Other Personal Expenses 

94. In total, Defendants Michael Sweaney, David Sweaney, and Gange 

have transferred hundreds of thousands of dollars of investor money to themselves, 

and used hundreds of thousands more for personal purchases. 

Michael Sweaney’s misappropriation of funds 

95. On May 14 and 21, 2019, Nanotech transferred a total of $208,500 to a 

yacht company in Dana Point, California.  

96. Records from the yacht company show that this $208,500 was for the 

purchase of a forty-six foot Sea Ray yacht named the “Bella Vita.”  The named 

purchaser of the yacht was “Michael Hatton,” the alias used by Michael Sweaney. 

97. Nowhere in any of Nanotech’s private placement memoranda or filings 

with the SEC has Nanotech indicated that its CFO would use investor funds to 

purchase a yacht. 

98. Michael Sweaney also received $301,550 in direct transfers of funds 

from Nanotech.  

99. The chart below shows the total spending and direct transfers of funds 

the SEC has traced directly to Michael Sweaney.  The below figures do not include 

amounts diverted to Defendant Michael Sweeney through the other Defendants or 

Relief Defendants. 

Funds Transferred to or Used by Michael Sweaney (Hatton) 
   Direct Transfers $301,550.00  
   Yacht $208,500.00  
   Cosmetic/Dermatology $39,549.17  
   Dental $3,440.00  

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   Other (Medical/Fitness/Fertility/Optometry) $605.00  
TOTAL $553,644.17  

David Sweaney’s misappropriation of funds 

100. Similarly, David Sweaney received $133,926.19 in direct transfers of 

funds from Nanotech. Michael Sweaney required that some of that money be kicked 

back to him by David Sweaney, but David Sweaney was also able to keep some of 

those funds for his own personal use.  

101. David Sweaney also used Nanotech funds for non-business expenses, 

including gasoline purchases for his car and some Amazon purchases. 

102. The chart below shows the total spending and direct transfers of funds 

the SEC has traced to accounts in the name of David Sweaney. The below figures do 

not include amounts diverted to Defendant David Sweeney through the Relief 

Defendants. Portions of the amounts below were done by, for the benefit of, or 

ultimately transferred to Michael Sweaney. 

Funds Transferred to or Used by Accounts in the Name of David Sweaney   
   Direct Transfers $133,926.19  
   Yacht Related Expenses $6,166.90  
   Cosmetic/Dermatology $9,754.00  
   Dental $37,557.00  
   Beauty/Spa $1,218.10  
   Other (Medical/Fitness/Fertility/Optometry) $7,968.68  
   Luxury Fashions  $18,643.50  
   Jewelry $25,391.26  

TOTAL $240,625.63  
 

Gange’s misappropriation of funds 

103. In October 2018 and February/March 2019 Gange spent over $100,000 

in Nanotech funds to purchase two Maserati sport cars. 

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104. Gange also received $63,315.58 in direct transfers from Nanotech. 

Additional Misappropriation of Funds 

105. In addition to the amounts specified above, more than $100,000 of 

investor funds were spent by the Defendants on obviously non-business items such 

as vaping products. At present, the SEC is not able to determine which individual 

spent these funds, but regardless, investor funds were misappropriated for the 

personal use of one or more of the principals of Nanotech. The chart below 

summarizes the additional spending identified to date: 

Other Company Misappropriations (Not Yet Attributed to a Specific 
Individual Defendant) 
   Yacht Related Expenses $57,308.33  
   Cosmetic/Dermatology $24,870.00  
   Vaping/Tobacco $7,275.27  
   Beauty/Spa $10,406.00  
   Other (Medical/Fitness/Fertility/Optometry) $2,682.00  
   Cash withdrawals $66,838.98 

TOTAL $169,380.58  

The Defendants Are Improperly Transferring Investor Funds  
to the Relief Defendants, Which They Own and Control. 

106. Nanotech transferred a total of at least $1,536,275 to entities in which 

the Defendants had a beneficial interest. 

Transfers to Nanotech Finance 

107. Nanotech transferred a total of at least $650,000 to Nanotech Finance 

via checks, as summarized in the chart below. 

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Payments to Nanotech Finance 
Bank and partial account # Date Type of payment Amount 
1st Bank 6364 3/28/2019 COUNTER CHECK $110,000.00  
1st Bank 6364 4/29/2019 Check Paid $92,474.00  
1st Bank 6364 5/7/2019 Check Paid $17,950.00  
1st Bank 6364 6/13/2019 Check Paid $150,000.00  
1st Bank 6364 7/3/2019 Check Paid $128,000.00  
1st Bank 6364 7/31/2019 Check Paid $1,112.00  
1st Bank 6364 8/16/2019 Check Paid $127,525.00  
1st Bank 6364 10/15/2019 Check Paid $25,000.00  

   TOTAL $652,061.00  
 

108. Nanotech Finance only received $300 in incoming funds from sources 

other than Nanotech. 

109. Nanotech Finance is owned and controlled by Gange. 

110. Nanotech Finance’s most recent bank records reflect that it is a single 

member LLC, and that the sole signer on the account is Gange. Gange also signed 

documents submitted to the bank that identified Gange as the “Secretary / Member 

/ Manager” of Nanotech Finance. 

111. Nanotech Finance’s bank records indicate that after Nanotech Finance 

received investor funds from Nanotech, $5,000 was transferred to Michael Sweaney, 

$10,500 was transferred to Gange, and $12,000 was withdrawn as cash.  

112. Additionally, a $457,394.75 check issued from a Nanotech Finance 

account on July 23, 2019 remains outstanding and uncashed. This check was found 

in the residence of Michael Sweaney by the Federal Bureau of Investigations on 

December 5, 2019.  

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Transfers to Omni Golf 

113. Nanotech transferred total of at least $400,000 to Omni Golf via checks 

as shown by the chart below. 

Payments to Omni Golf    
Bank and partial account # Date Type Amount 
1st Bank 8930 9/24/2018 Check Paid  $15,000.00  
1st Bank 8930 9/25/2018 Check Paid  $1,000.00  
1st Bank 8930 11/16/2018 Check Paid  $20,000.00  
1st Bank 8930 12/17/2018 Check Paid  $30,000.00  
1st Bank 8930 1/30/2019 Check Paid  $6,000.00  
1st Bank 8930 2/22/2019 Check Paid  $23,000.00  
1st Bank 6364 3/20/2019 Check Paid  $25,000.00  
1st Bank 6364 3/21/2019 Check Paid  $25,000.00  
1st Bank 6364 3/22/2019 Check Paid  $25,000.00  
1st Bank 6364 4/18/2019 Check Paid  $40,000.00  
1st Bank 6364 5/13/2019 Check Paid  $25,000.00  
1st Bank 6364 5/24/2019 Check Paid  $25,000.00  
1st Bank 6364 6/4/2019 Check Paid  $20,000.00  
1st Bank 6364 6/14/2019 Check Paid  $20,000.00  
1st Bank 6364 6/25/2019 Check Paid  $20,000.00  
1st Bank 6364 7/11/2019 Check Paid $20,000.00  
1st Bank 6364 7/31/2019 Check Paid $17,882.00  
1st Bank 6364 8/15/2019 Check Paid $12,860.00  
1st Bank 6364 8/26/2019 Check Paid $14,951.00  
1st Bank 6364 9/26/2019 Check Paid $15,870.00  

   Total  $401,563.00  
 

114. Omni Golf only received $89,216 from sources other than Nanotech. 

115. Omni Golf is controlled by Gange. 

116. A Statement of Information for Omni Golf filed with the California 

Secretary of State on February 28, 2018 lists Gange as the sole member/manager of 

Omni Golf. Gange signed this Statement of Information. 

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117. An Articles of Organization for Omni Golf filed with the California 

Secretary of State on February 6, 2018 was also signed by Gange as the “Organizer” 

of Omni Golf. 

118. In connection with opening a bank account for Omni Golf on 

September 21, 2018, Gange signed multiple documents on behalf of Omni Golf, 

including a certification that he was the CEO of Omni Golf and authorized to act on 

behalf of Omni Golf.  

119. Once funds were transferred from Nanotech to Omni Golf, at least 

$18,000 was transferred to Gange, and other funds were used to purchase at least 

$112,000 in golf equipment, and at least $146,000 was used for “payroll” to 

unknown persons.  

Transfers to 3 Dragons 

120. Nanotech transferred $480,000 to 3 Dragons via checks and one cash 

transfer, as shown by the chart below. 

Payments to 3 Dragons LLC 
Bank and Partial Account # Date Type Amount 
1st Bank 8930 4/27/2018 Check Paid  $11,000.00  
1st Bank 8930 5/23/2018 Check Paid  $50,000.00  
1st Bank 8930 7/6/2018 Check Paid  $2,500.00  
1st Bank 8930 7/25/2018 Check Paid  $3,729.00  
1st Bank 8930 8/7/2018 Check Paid  $2,500.00  
1st Bank 8930 8/13/2018 Check Paid  $30,000.00  
1st Bank 8930 8/31/2018 Check Paid  $2,500.00  
1st Bank 8930 8/31/2018 Check Paid  $7,500.00  
1st Bank 8930 8/31/2018 Check Paid  $7,500.00  
1st Bank 8930 9/6/2018 Cash Withdrawal  $3,800.00  
1st Bank 8930 9/21/2018 Check Paid  $49,600.00  
1st Bank 8930 10/1/2018 Check Paid  $2,500.00  
1st Bank 8930 10/26/2018 Check Paid  $305,000.00  

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Payments to 3 Dragons LLC 
Bank and Partial Account # Date Type Amount 
1st Bank 8930 2/26/2019 Check Paid  $3,218.69  
1st Bank 6364 5/28/2019 Check Paid  $1,303.42  
   Total  $482,651.11  

 

121. 3 Dragons is controlled by David Sweaney and two other individuals. 

122. 3 Dragons only received $264,687 from sources other than Nanotech. 

123. 3 Dragons’ Articles of Organization were filed with the Colorado 

Secretary of State on September 18, 2015. The documents list a woman with the 

last name “Sweaney” as 3 Dragons’ Organizer, and lists two additional 3 Dragons’ 

members, including David Sweaney. David Sweaney is listed as having the same 

home address as the Organizer. 

124. Documents from 3 Dragons’ bank account list David Sweaney as the 

sole signatory on the account. 

125. Once funds were transferred from Nanotech to 3 Dragons, funds were 

then transferred back to David Sweaney ($32,410) and Michael Sweaney ($189,904), 

plus additional transfers to other persons with the last name Sweaney.   

The Fraud Continued Until the Court Took Action 

126. Nanotech continued to solicit and receive investor funds, until the 

Court issued a Temporary Restraining Order at the request of the SEC, and the 

Federal Bureau of Investigations executed a search warrant and seized certain 

materials, all of which took place on December 5, 2019. Nanotech’s efforts included 

the transactions listed below (all of which are in addition to the amounts described 

above): 

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• An October 28, 2019 incoming wire for $112,000 (equal to the 

purchase price of 40,000 shares); 

• A November 15, 2019 check for $28,000 deposited (with the 

notation “10,000 shares”); 

• A November 15, 2019 deposit for $28,000 (equal to the purchase 

price of 10,000 shares); and 

• A November 22, 2019 incoming wire for $27,980 (potentially for the 

purchase of 10,000 shares minus a wire transaction fee). 

127. The Defendants also continued to divert funds through November 

2019, including the transactions listed below (all of which are in addition to the 

amounts described above): 

• Spending $3,160 on dermatology on October 25, 2019; 

• Wiring over $15,000 to two entities with the same address as David 

Sweaney on November 6, 2019; and 

• Spending $6,849.38 at Ferrari and Maserati of Newport Beach on 

November 14, 2019. 

128. During the course of the scheme, the Defendants and Relief 

Defendants have engaged in a practice of opening and closing different bank 

accounts.  

129. For example, the cashier’s check for $457,394.75 of investor money 

improperly transferred to Nanotech Finance remains outstanding and uncashed. 

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This check was found in the residence of Michael Sweaney by the Federal Bureau of 

Investigations on December 5, 2019.  

CLAIMS FOR RELIEF 

COUNT I 
Violations of Section 17(a) of the Securities Act 

(All Defendants) 

130. The SEC realleges and incorporates by reference each allegation in 

paragraphs 1 through 129, inclusive, as if they were fully set forth herein. 

131. By engaging in the conduct that is described above, the Defendants 

knowingly, recklessly, or negligently in connection with the offer or sale of 

securities, by the use of the means or instruments of transportation, or 

communication in interstate commerce or by use of the mails, directly or indirectly: 

a. employed devices, schemes, or artifices to defraud; 

b. obtained money or property by means of untrue statements of material 

facts, or omissions to state material facts necessary in order to make 

the statements made, in light of the circumstances under which they 

were made, not misleading; and/or  

c. engaged in transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

132. By engaging in the foregoing conduct, the Defendants violated, and 

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

77q(a)]. 

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COUNT II 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

(All Defendants) 

133. The SEC realleges and incorporates by reference each allegation in 

paragraphs 1 through 129, inclusive, as if they were fully set forth herein. 

134. By engaging in the conduct described above, the Defendant knowingly 

or recklessly, in connection with the purchase or sale of securities, directly or 

indirectly, by use the means or instrumentalities of interstate commerce, or the 

mails, or the facilities of a national securities exchange: 

a. employed devices, schemes or artifices to defraud; and 

b. made untrue statements of material facts or omitted to state 

material facts necessary in order to make the statements made, 

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

misleading; and/or 

c. engaged in acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon any person in 

connection with the purchase or sale of any security. 

135. By engaging in the foregoing conduct the Defendant 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 [17 C.F.R. § 240.10b-5], thereunder.  

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COUNT III 
Aiding and Abetting Violations of Section 17(a) of the Securities Act 

(Defendants Michael James Sweaney, David Sweaney and Jeffery Gange) 

136. The SEC realleges and incorporates by reference each allegation in 

paragraphs 1 through 129, inclusive, as if they were fully set forth herein. 

137. As alleged above, Defendant Nanotech and others violated Section 

17(a) of the Exchange Act [15 U.S.C. § 77q(a)]. 

138. Through their deceptive conduct, misstatements, misappropriation of 

funds and other means alleged above, Defendants Michael Sweaney, David 

Sweaney and Gange knowingly provided substantial assistance to, and thereby 

aided and abetted, Defendant Nanotech’s violations of the securities laws. 

139. By engaging the in the foregoing conduct, pursuant to Securities Act 

Section 15(b) [15 U.S.C. § 77o(b)], Defendants Michael Sweaney, David Sweaney 

and Gange violated, and unless enjoined will continue to violate violated Section 

17(a) of the Securities Act [15 U.S.C. § 77q(a)].  

COUNT IV 
Aiding and Abetting Violations of Section 10(b) of the Exchange Act and 

Rule 10b-5 Thereunder 
(Defendants Michael James Sweaney, David Sweaney and Jeffery Gange) 

140. The SEC realleges and incorporates by reference each allegation in 

paragraphs 1 through 129, inclusive, as if they were fully set forth herein. 

141. As alleged above, Defendant Nanotech and others violated Section 

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

5], thereunder. 

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142. Through their deceptive conduct, misstatements, misappropriation of 

funds and other means alleged above, Defendants Michael Sweaney, David 

Sweaney and Gange knowingly provided substantial assistance to, and thereby 

aided and abetted, Defendant Nanotech’s violations of the securities laws. 

143. By engaging the in the foregoing conduct, pursuant to Exchange Act 

Section 20(e) [15 U.S.C. § 78t], Defendants Michael Sweaney, David Sweaney and 

Gange violated, and unless enjoined will continue to violate violated Section 10(b) 

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

thereunder.  

COUNT V 
Unjust Enrichment Liability 

(Relief Defendants) 

144. The SEC realleges and incorporates by reference each allegation in 

paragraphs 1 through 129, inclusive, as if they were fully set forth herein. 

145. Relief Defendants Nanotech Finance, Omni Golf, and 3 Dragons have 

obtained funds as part, and in furtherance, of the securities law violations alleged 

above, and under circumstances in which it is not just, equitable, or conscionable 

for these entities to retain the funds. As a result, these Relief Defendants have 

been unjustly enriched.  

PRAYER FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that the Court maintain the 

existing Preliminary Injunction in this case.  

 Further, the SEC respectfully requests that the Court enter a final judgment: 

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I. 

Permanently restraining and enjoining all Defendants from, directly or 

indirectly, violating 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];  

II. 

Ordering all Defendants and all Relief Defendants to disgorge all ill-gotten 

gains or unjust enrichment derived from the activities set forth in this Complaint, 

together with prejudgment interest thereon; 

III. 

Enter an order requiring the Defendants to pay civil penalties pursuant to 

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

Exchange Act [15 U.S.C. § 78u(d)]. 

IV. 

Enter an Order barring Michael Sweaney, David Sweaney, and Jeffery Gange 

from serving as an officer or director of a public company pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. 

V. 

Granting such other and further relief as this Court may deem just, 

equitable, or necessary in connection with the enforcement of the federal securities 

laws and for the protection of investors. 

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VI. 

Retaining jurisdiction of this action for purposes of enforcing any final 

judgments and orders. 

 

JURY DEMAND 

 Pursuant to Rule 39 of the Federal Rules of Civil Procedure, Plaintiff 

demands that this case be tried to a jury. 

Respectfully submitted, 

 Christopher Bruckmann               
Gregory R. Bockin (DC Bar No. 450885) 
Christopher Bruckmann (DC Bar No. 
491136) 
Pei Chung 
Elizabeth Doisy 
U.S. SECURITIES AND  
EXCHANGE COMMISSION  
Division of Enforcement 
100 F Street, N.E. 
Washington, DC  20549 
(202) 551-5684 (Bockin) 
(202) 551-5986 (Bruckmann)  
(202) 772-9292 (facsimile) 
[email protected] 
[email protected] 
 
Counsel for Plaintiff 
U.S. Securities and Exchange Commission 

Dated:  October 5, 2020 
 

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