SEC v. Arsalan Rawjani; Trade with Ayasa, LLC, a Texas limited liability company; Trade with Ayasa, LLC, a Wyoming limited liability company; and Trade with Ayasa, LLC, a Nevada limited liability company, No. 3:25-cv-02404, Northern District of Texas (Sept. 8, 2025) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

Plaintiff,

vs.

ARSALAN RAWJANI,
TRADE WITH AYASA, LLC, a Texas limited
liability company,
TRADE WITH AYASA, LLC, a Wyoming limited
liability company, and
TRADE WITH AYASA, LLC, a Nevada limited
liability company,

            Defendants.

§
§
§
§
§
§
§
§
§
§
§
§
§
§
§
§
§
§
§
§

Civil Action No.:

COMPLAINT
Plaintiff United States Securities and Exchange Commission (the “SEC”), for its
Complaint against Defendants Arsalan Rawjani (“Rawjani”), Trade with Ayasa, LLC, a Texas
limited liability company (“TWA-Texas”), Trade with Ayasa, LLC, a Wyoming limited liability
company (“TWA-Wyoming”), and Trade with Ayasa, LLC, a Nevada limited liability company
(“TWA-Nevada) (collectively, “Defendants”), alleges as follows:
SUMMARY OF THE ACTION
1. Since at least 2021, Defendant Arsalan Rawjani and an investment-services
enterprise that he operates under the tradename “Trade with Ayasa, LLC,”  which is further
described below, have perpetrated a substantial investment fraud and Ponzi scheme targeting

2

members of the Ismaili Muslim community in Texas, among other victims.  Touting himself as
an experienced and skilled options trader and investor, Rawjani falsely represented to investors
and potential investors that he operated a successful pooled-investment program that offered
guaranteed monthly dividend payments as well as principal protection that would be paid from
Rawjani’s options trading and asset management.  Indeed, Rawjani has claimed to have raised
approximately $18 million from investors between 2021 and 2024.  Although Rawjani
represented to these investors that his successful options trading enabled him to pay a fixed,
monthly return of (usually) three to five percent of principal (i.e., a 60-percent annual return), he
actually paid most “returns” by using new investor money and derived insignificant or no profits
from his touted options-trading expertise.  Additionally, Rawjani diverted millions of dollars of
investors’ money to himself, his spouse, and others through undisclosed withdrawals,
commissions, and loans, all of which contributed to the collapse of his Ponzi scheme and
millions of dollars of investor losses.
2. To carry out the Ponzi scheme and recruit new investors to support it, Rawjani,
directly and through his Trade with Ayasa enterprise, made numerous false and misleading
statements to investors, including promising that his clients’ investments would be used for his
profitable options trading and that investors’ principal was guaranteed from his trading profits
and other secure investments.  For example, Rawjani claimed he would use investors’ funds in
his profitable trading program, but he sent only approximately $1 million of investor funds from
Trade with Ayasa’s primary bank account to a broker dealer for trading in the options market.
Thereafter, Rawjani transferred back to the bank account less than $166,000 in presumed trading
profits and thus had no meaningful trading revenues to pay the millions of dollars promised to
investors.  Rawjani also claimed that a large reserve was maintained to pay dividends and offered

3

his personal “guarantee” to some investors despite maintaining neither reserves nor personal
assets sufficient to repay the millions of dollars raised from investors.
3. By late-2023, Rawjani’s lackluster or losing trades and inability to attract new
investors caused his Ponzi scheme to begin to collapse, and Rawjani ceased making promised
dividend payments.  Nevertheless, even after he was unable to make divided payments to earlier
investors, Rawjani continued to solicit new investors using the same promises and guarantees of
monthly payments and principal protection.  Indeed, bank records indicate that Rawjani raised
more than $2 million from investors between in or about December 2023 and June 2024, during
the period he was unable to make promised payments to earlier investors.
4. By engaging in this and the other conduct described herein, the Defendants have
violated and, unless restrained and enjoined, will continue to violate Sections 5(a), 5(c) and 17(a)
of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and
Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5].
JURISDICTION AND VENUE
5. The SEC brings this action pursuant to authority conferred on it by Sections 20(b)
and 20(d)(1) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)(1)] and Sections 21(d)(1), (3),
(5) and (7), and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (3), (5), and (7) and 78u(e)]
to restrain and enjoin the Defendants from engaging in the acts, practices, and courses of
business described in this Complaint and similar acts, practices, and courses of business.
6. Defendants, directly or indirectly, singly and in concert, made use of the means or
instruments of transportation or communications in interstate commerce, the means or
instrumentalities of interstate commerce, or of the mails, in connection with the transactions,

4

acts, practices, and courses of business alleged in this Complaint, certain of which occurred
within this District.
7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections
21(d)(1), (3), (5), and (7), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (3), (5),
and (7), 78u(e), and 78aa(a)].
8. Venue is proper in the Northern District of Texas pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)],
and 28 U.S.C. § 1391(b).  Rawjani is an inhabitant of this District, and certain of the acts and
transactions constituting violations of the Securities Act and the Exchange Act occurred in this
District, including the offer and sale of securities and the misappropriation of investor funds.
DEFENDANTS AND RELATED ENTITIES
9. Defendant Arsalan Rawjani, age 40, is a resident of Dallas, Texas and
previously during many of the events described herein was a resident of Carrollton, Texas in
Dallas County.  Rawjani created and controls an investment enterprise that principally used the
names “Trade with Ayasa, LLC,” “Trade with Ayasa,” or “Ayasa Investments,” among others.
Although Rawjani most often referred to “Trade with Ayasa, LLC,” as a “Texas limited liability
company,” he was a member of LLCs in at least three different states that were registered as
“Trade with Ayasa, LLC,” and Rawjani also used and signed documents on behalf of “Trade
with Ayasa, LLC” during periods of time when no such company was in existence in any state or
when the corporate entity whose name Rawjani used had been dissolved by state corporation
authorities.

5

10. Defendant TWA-Texas was a Texas limited liability company formed on or
about July 16, 2020.  TWA-Texas’s Certificate of Formation listed Arsalan Rawjani as the sole
manager and provided a business address for the company in Austin, Texas.  At all relevant
times, Rawjani solely managed and controlled TWA-Texas, including from a residence in
Carrollton, Texas.  On or about June 24, 2022, the State of Texas forfeited TWA-Texas’s
certificate of registration pursuant to provisions of the Texas Tax Code.  Rawjani also opened
various bank accounts, including the primary bank account used by Trade with Ayasa, with
TWA-Texas as the account holder.
11. Defendant TWA-Wyoming was a Wyoming limited liability company formed on
or about May 29, 2023.  TWA-Wyoming’s Articles of Organization listed a principal office
address for TWA-Wyoming in Sheridan, Wyoming.  At all relevant times, Rawjani solely
managed and controlled TWA-Wyoming, including from a residence in Carrollton, Texas.  On or
about July 9, 2024, the State of Wyoming administratively dissolved TWA-Wyoming due to a
tax delinquency.
12. Defendant TWA-Nevada is a Nevada limited liability company f ormed on or
about April 19, 2024.  Rawjani is listed as one of two managers of TWA-Nevada and uses a
contact address for himself in Lewisville, Texas.  Upon information and belief, at all relevant
times, Rawjani controlled TWA-Nevada including from flexible office space in Lewisville,
Texas.
13. As used herein, “Trade with Ayasa” refers to the formal and informal financial
services enterprise controlled by Rawjani that has existed between at least 2020 and the present.
This enterprise has consisted of, among other entities, each of Defendants TWA-Texas, TWA-
Wyoming, and TWA-Nevada, as well as other companies and bank accounts controlled by

6

Rawjani that used the name or were referred to by Rawjani as “Trade with Ayasa, LLC,” “Trade
with Ayasa,” and “Ayasa Investments.”   Upon information and belief, Rawjani and TWA-
Nevada have continued, at least in part, the business operations of TWA-Texas, TWA-Wyoming,
and the other investment-service activities marketed under the “ Trade with Ayasa” tradename,
including such business and activities that occurred when no company bearing the name “Trade
with Ayasa” was incorporated or in legal existence.  Rawjani has, for example, continued to use
the email address “@tradewithayasa.com” into 2025, and that is the same email address Rawjani
used during the operations of TWA-Texas and TWA-Wyoming.  Rawjani has also retained
records and maintained business operations of previously incorporated entities, and maintained
clients whose services were engaged by agreements bearing the names of TWA-Texas or TWA-
Wyoming.
FACTUAL ALLEGATIONS

I. Rawjani and Trade with Ayasa Offered and Sold Securities Promising Guaranteed
Monthly Dividends and Principal Repayment.

14. Beginning by at least in or about 2021 and continuing through at least in or about
2024 (“the Relevant Period”), Rawjani offered, at first to friends and acquaintances and then
more broadly within the religious community of Ismaili Muslims principally in the Dallas-Fort
Worth metropolitan area, securities in the form of written and oral investment contracts that
promised a guaranteed monthly dividend (usually between three and five percent of principal)
and guaranteed repayment of principal after an investment term (usually one year).
15. Rawjani offered these securities through an investment-services enterprise that he
created and controlled called Trade with Ayasa.  In or about July 2020, Rawjani formed TWA-
Texas as a limited liability company to carry out Trade with Ayasa’s investment-services
business.  Rawjani also opened and controlled multiple bank accounts in the name of “Trade

7

with Ayasa, LLC,” some of which used his residential address in Carrollton, Texas as the contact
address.  At all relevant times, Rawjani personally exercised control over Trade with Ayasa’s
brokerage accounts and securities-trading activities.
16. Rawjani solicited new investors primarily through word-of-mouth referrals and
his own outreach within the Ismaili Muslim community where Rawjani was an active member
and community leader.  Rawjani generally offered these guaranteed-return investments orally,
including through one-on-one meetings, to potential investors and usually confirmed the verbal
offering with a written contract titled “Financial Services Agreement” that he had prepared.
Aside from the Financial Services Agreement, Rawjani did not prepare general investment
brochures, subscription agreements, marketing paperwork, monthly statements, tax forms, or any
type of paperwork typically associated with standard investment opportunities.  Instead, Rawjani
relied heavily on existing client referrals and recommendations and his own oral and text
message communications (often using encrypted messaging applications) to communicate with
potential and existing investors.
17. During the Relevant Period, Rawjani maintained and touted YouTube and
Discord channels where he promoted Trade with Ayasa and another entity he controlled called
“Theta Strike,” and to which Rawjani posted videos and content about his operation of Trade
with Ayasa, including daily, live-trading sessions.  He also ran the “Ayasa Blog,” which was a
website that offered stock-trading guidance.  As part of raising money from potential investors,
one of the assurances he offered was that investors would be able to watch him conduct options
trading each day on YouTube or Discord.
18. The Financial Services Agreements offered by Trade with Ayasa and Rawjani
memorialized the terms of the investments offered by Defendants, including the name of the

8

investor, effective date, investment amount, dividend-payment terms, and the provision to return
principal after a term, usually one year.  In these agreements, Rawjani listed various Trade with
Ayasa entities, including TWA-Texas and TWA-Wyoming, as the “Financial Services Provider.”
Rawjani also offered Financial Servies Agreements naming TWA-Texas as the Financial
Services Provider and continued to use bank and brokerage accounts in the name of TWA-Texas
even after the company had been dissolved.  The Financial Services Agreements were signed by
the investors, who were called the “Services Recipient[s],” and signed by Rawjani both as the
representative of Trade with Ayasa and, individually, as a “Guarantor.”  These Financial
Services Agreements stated, among other terms, that: “Financial Services Provider will provide
the following services . .  . Managing and trading funds of Services Recipient (in the amount of
[]), specifically trading, for the aim of making a profit, in options contracts found on public
securities exchanges.”
19. The Financial Services Agreements also provided, under the heading “Payment
for Services,” that the “Financial Services Provider will receive compensation for the Services as
follows: 100% of all profits after the first 5% on option trading activity (conducted by Financial
Services Provider) during each calendar month. The 5% is based on the principal as stated
above.”  The agreements further provided for a guaranteed, fixed payment to investors each
month, even where there was a trading loss: “For any calendar month in which it is apparent (at
the close of the calendar month) that there is a net loss on the principal tradeable balance being
traded by the Financial Service Provider, the Financial Services Provider will pay a fee equal to
5% of the principal amount to the Service Recipient.”
20. As described above, the Financial Services Agreements contained a  “Guarantee”
provision which, in sum and substance, stated that Rawjani personally guaranteed “the

9

performance of all    obligations of Financial Services Provider under this agreement” and, in some
instances, guaranteed investors’ principal “by funds of Trade With Ayasa, LLC and Arsalan
Rawjani, backed by reserves.”
21. Rawjani, on behalf of Trade with Ayasa, also entered into oral agreements with
investors that contained substantially the same statements and representations as the written
Financial Services Agreements described herein.
22. After a client agreed to make an investment with Trade with Ayasa, whether in
writing or orally, Rawjani directed investors to transfer their principal to bank accounts he
controlled in the name of “Trade with Ayasa, LLC” and which were generally set up using
TWA-Texas’s identity, and, later, to accounts that Rawjani controlled under the name “Brick
Lumber Love, LLC.”  As described below, Rawjani repeatedly transferred investor funds or paid
checks from accounts in the name Trade with Ayasa to bank accounts in his own name.
23. Rawjani orally represented to most investors, at the time they were making the
decision to invest, that Trade with Ayasa would pool their investments with those of other
investors, then use all or a portion of those invested funds to trade options contracts on public
securities exchanges.  Rawjani told many investors that all of their funds would be invested in
the options market, but he also told some investors that only a portion of funds would be invested
in the options market and the remainder of funds would be invested or held in more-secure asset
types, including in liquid bank accounts, large-cap stocks, and real estate.
24. Rawjani told investors orally that he would pay the guaranteed monthly dividends
to them using his trading profits or, in the case of a shortfall, reserved funds.  The representation
that the monthly dividends would be paid out of trading profits was also reflected in writing in
the Financial Services Agreement, which stated that “Trade with Ayasa, LLC” would retain

10

“100% of all profits after the first 5% on options trading activity (conducted by Financial
Services Provider) during each calendar month.”
25. Throughout the Relevant Period, Rawjani did not follow regular and accepted
financial practices with respect to managing a pooled-investment program.  For example, one of
the main methods that Rawjani used to pay dividends to investors was to provide his clients a
stack of hand-written checks at the time of their initial investment.  Rawjani post-dated these
checks and signed them, but the other check fields were often left blank.  Rawjani wrote memos
like “[principal amount] * 0.05,” “monthly,” or “dividend” on some checks, but left the memo
line blank on other checks.  Rawjani wrote in the dollar amount on some checks but left that field
blank on others.  Rawjani sometimes filled out the payee (i.e., “To”) line on the checks, but he
frequently left that line blank.  Rawjani then directed investors to cash their dividend checks each
month.  At various points during the scheme, Rawjani learned that certain checks he provided
investors were being written to and apparently cashed by persons who were not the original
investor.  Further, Trade with Ayasa did not provide monthly or regular account statements, tax
paperwork, or even basic marketing materials.
26. Contrary to Rawjani’s claims, to make the promised dividend payments, Rawjani
and Trade with Ayasa relied heavily on paying returns using new investor money (i.e., Ponzi
payments).  For example, on or about April 14, 2022, Trade with Ayasa’s bank accounts had a
balance of approximately $41,916.  The next day, April 15, 2022, Trade with Ayasa received two
new investments totaling $45,000.  Thereafter, between April 18, 2022 and April 28, 2022, Trade
with Ayasa made dividend payments to investors that totaled $55,000, and received no deposits
or income from any trading or brokerage related activity during that period.  Similarly, on or
about June 8, 2022, Trade with Ayasa’s bank accounts had a balance of approximately $69,508.

11

On or about June 9, 2022, Trade with Ayasa received two new investments totaling $125,000.
Between June 9, 2022 and June 16, 2022, Trade with Ayasa made dividend payments to
investors that totaled more than $70,500, and received no deposits or incomes from any trading
or brokerage related activity during that period.
27. Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 3(a)(10)
of the Exchange Act [15 U.S.C. § 78c(a)(10)] define “security” to include any “investment
contract.
28. Rawjani, through Trade with Ayasa, offered and sold securities as defined in
Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act [15 U.S.C. §§
77b(a)(1) and 78c(a)(10)], to wit, investment contracts that took the form of Financial Services
Agreements and oral agreements that promised guaranteed monthly dividend payments from
trading and investment activities and principal protection.  Specifically, the securities offered by
Rawjani and Trade with Ayasa had the following attributes: (i) investors invested money with
Trade with Ayasa and Rawjani, (ii) the success of those investments was collectively dependent
upon Rawjani’s purported expertise and ability to trade options contracts and manage other
investments and reserves, and (iii) the investors expected to receive monthly dividends derived
from profits of Rawjani’s options trading and management of investment funds.
29. Rawjani and Trade with Ayasa also used a portion of the money raised from
investors to purchase securities in the form of options contracts, which was another way that
Trade with Ayasa’s activities were in connection with the purchase and sale of securities.
II. Defendants Made Materially False and Misleading Statements to Investors.

30. In raising funds from investors, Rawjani and Trade with Ayasa made numerous
written and oral materially false and misleading statements regarding, among other things, the

12

use of investor funds, the “guaranteed” nature of the investments and expected returns, the
operations and trading activities of Trade with Ayasa, and Trade with Ayasa’s compensation.
A. Statements Regarding the Use of Investor Funds
31. During the Relevant Period, Rawjani, directly and through Trade with Ayasa,
made materially false and misleading statements in oral and written communications to investors
and potential investors regarding the use of investors’ funds including, but not limited to, the
statements below.
32. The Financial Services Agreement that Rawjani provided to most new investors
stated that Trade with Ayasa would provide the “service” of “[m]anaging and trading funds” of
the investor by “specifically trading, for the aim of making a profit, in options contracts found on
public securities exchanges.”  Rawjani, directly and through Trade with Ayasa, made or offered
these or substantially similar representations, among other times, in Financial Services
Agreements with effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September
29, 2022, October 20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2,
2024, and March 1, 2024.  Rawjani continued to offer or execute Financial Services Agreements
with new investors with these same representations a fter Trade with Ayasa and Rawjani became
unable to make regular dividend payments beginning by at least late-2023.
33. Throughout the Relevant Period, Rawjani orally represented to certain investors
from his Ismaili Muslim community in Texas that Trade with Ayasa’s investments and expected
investor returns would be based primarily on his successful daily trading in options contracts that
would allow him to pay a fixed investment return between three and five percent.  Rawjani also
stated to potential investors that they would not lose their principal.

13

34. Rawjani represented orally to certain investors that a substantial portion of their
investments with Trade with Ayasa would be placed in long-term, safer securities or
investments, including blue-chip and large-cap stocks and real estate, or in savings accounts.
35. These and substantially similar statements regarding use of investor funds were
false and misleading when made because, among other reasons, Rawjani used only a small
percentage of investor funds to conduct trading in options contracts.  Although Rawjani has
previously claimed to have raised as much as $18 million from investors, Trade with Ayasa only
transferred approximately $1 million from its principal bank account where it received investor
funds to a broker-dealer for potential trading in the options market.
36. Such representations were also false and misleading because Rawjani did not
place substantial amounts of investor money into secure, long-term investments, nor did he
undertake actions that would protect investors’ principal in the event of daily trading losses.
Rawjani misappropriated and misused investor funds from the stated-investment purposes by,
among other things, paying earlier investors with new investor funds (i.e., making Ponzi
payments); directing transfers of investor funds to himself and his spouse’s benefit; and paying
title companies, realtors, and real-estate construction companies.
37. Rawjani and Trade with Ayasa omitted to state material facts that were necessary
to render their statements regarding the use of investor funds not misleading.  These omissions
include failing to disclose that investor money would be used to pay earlier investors and that
Rawjani would misappropriate investors’ money for himself and misuse it by sending it to
relatives and his other companies.

14

38. The above false and misleading statements regarding the use of investors’ funds
were material to investors and potential investors because statements regarding the use of funds
would be important to any reasonable investor.
B. Statements Regarding Investment Returns and Principal Guarantee

39. During the Relevant Period, Rawjani, directly and through Trade with Ayasa,
made materially false and misleading statements in written and verbal communications regarding
the guaranteed nature of dividend payments, principal protection, and deposit return offered by
his investment program including, but not limited to, the statements below.
40. Rawjani represented orally to certain investors that their principal and dividend
payments from Trade with Ayasa would be guaranteed or safe because of the existence of,
among other things, a large reserve in a bank account, an insurance policy, real estate, blue-chip
and long-term stocks, or a long-term savings account.
41. The Financial Services Agreements used by Rawjani and Trade with Ayasa
provided that investors would receive a guaranteed return, generally between three and five
percent of principal each month, for a specified duration (usually one year), and that “[f]or any
calendar month in which it is apparent (at the close of the calendar month) that there is a net loss
on the principal tradeable balance being traded by the Financial Service Provider, the Financial
Services Provider will pay a fee equal to 5% of the principal amount to the Service Recipient.”
42. The Financial Services Agreements further represented that “Guarantor, Arsalan
Rawjani,” guarantees the “performance of all obligations” of Trade with Ayasa “as well as all of
Financial Services Provider’s representations, warranties, and guarantees shown in this
Agreement,” which would have included the guaranteed dividend payments and return of the
initial investment.

15

43. Rawjani, directly and through Trade with Ayasa, made or offered the above or
substantially similar representations, among other times, in Financial Services Agreements with
effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September 29, 2022, October
20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2, 2024, and March 1,
2024.
44. In addition, some of the Financial Services Agreements specifically stated that an
investor’s principal was “guaranteed by funds of Trade with Ayasa, LLC and Arsalan Rawjani,
backed by reserves,”  including a Financial Services Agreement with an effective date of August
1, 2022.
45. These statements regarding the guaranteed nature of returns and principal
protection were false and misleading when made because, among other things, neither Trade
with Ayasa nor Rawjani maintained reserves or assets capable of repaying investors’ principal in
full; Rawjani misappropriated and misused earlier investor funds immediately after receiving the
funds and relied on new investor funds to pay earlier investors (i.e., Ponzi payments); Rawjani
directed investor funds to Rawjani or his spouse’s benefit, which created a likelihood of non-
payment for investors; Trade with Ayasa was not earning sufficient trading profits and returns   to
make regular payments to investors; and, at least during the period from December 2023 through
June 2024, Trade with Ayasa had defaulted on payments due under earlier Financial Services
Agreements.
46. Rawjani and Trade with Ayasa omitted to state material facts that were necessary
to render their statements regarding the guaranteed nature of returns and principal protection not
misleading.  These omissions include, as detailed in the prior paragraph, that Rawjani did not
maintain a large reserve and that investors’ funds were misappropriated and misused.

16

47. The above false and misleading statements as to the guaranteed nature of returns
and principal protection and return offered by Trade with Ayasa’s investment program were
material to investors and potential investors because the assurance that an investor could not lose
any of their principal would be important to any reasonable investor.  In addition, knowing that
the promise of substantial monthly returns, which could total up to 60% annually, was not
guaranteed or likely would have been important to investors who sought to grow the principal of
their investment and obtain gains.
C. Statements about Trade with Ayasa’s Operations and Trading Activities
48. During the Relevant Period, Rawjani, directly and through Trade with Ayasa,
made materially false and misleading statements in oral and written communications regarding
the operations of Trade with Ayasa and the magnitude of its operations to investors and potential
investors including, but not limited to, the statements below.
49. During online meetings he hosted to display his live trading activity, Rawjani told
meeting participants that he was only displaying one brokerage or trading account, but he had a
system in place to replicate the same trades across 25 to 50 accounts.
50. These statements regarding the operations of Trade with Ayasa were false and
misleading when made because, among other reasons, neither Rawjani nor Trade with Ayasa
controlled the large number of brokerage accounts represented.
51. The above false and misleading statements about Trade with Ayasa’s operations
were material to investors and potential investors because, among other reasons, the purported
ability to access, and replicate trades, across multiple accounts bolstered the appearance that
Trade with Ayasa was a large, legitimate pooled investment program and the representations

17

about the multiple options trading accounts would indicate to a reasonable investor that Rawjani
had sufficient assets to pay investor dividends.
D.  Statements Regarding Rawjani’s and Trade with Ayasa’s Compensation
52. During the Relevant Period, Rawjani, directly and through Trade with Ayasa,
made material misrepresentations with respect to the compensation that he and Trade with Ayasa
would receive from the investment program.
53. The Financial Services Agreements represented, under a heading called “Payment
for Services,” that Trade with Ayasa’s “compensation” would be “all profits after the first 5% or
$500” of options trading activity on a monthly basis.  These payment provisions did not include,
for example, any provision for “commissions” or other in-kind or discretionary transfers of
investor principal for Rawjani or his spouse or family or any other entity.
54. Rawjani, directly and through Trade with Ayasa, made or offered the above or
substantially similar representations, among other times, in Financial Services Agreements with
effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September 29, 2022, October
20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2, 2024, and March 1,
2024.
55. These statements regarding Trade with Ayasa’s compensation were false and
misleading when made because Rawjani repeatedly compensated himself or took personal loans
from investor’s principal unrelated to and in excess of the specified profits on his monthly
options trading returns; and Rawjani directed in-kind transfers of investor funds to himself and
his spouse for purported commissions or loans.  For example, on or about March 22, 2023,
Rawjani deposited to his personal bank account two checks written from Trade with Ayasa’s
primary bank account, each in the amount of $50,000, with the memo lines “Commission” and

18

“Monthly Commission,”   In addition, on or about April 24, 2023, Rawjani deposited to his
personal bank account a check written from Trade with Ayasa’s primary bank account in the
amount of $50,000 and with the memo line “April Bonus.”  On or about April 26, 2023, Rawjani
wrote a $25,000 check in the name of his wife with the memo line “Consulting #2.”   Bank
records for Trade with Ayasa’s accounts, however, do not indicate that Trade with Ayasa
received profits from purported options trading during the time period of these substantial
payments, nor was Rawjani’s spouse providing actual consulting services to Trade with Ayasa.
Further, on other checks written by Rawjani on Trade with Ayasa’s bank account to Rawjani’s
wife in 2022 and 2023, the memo lines included “Hawaii Trip,” “Commission/canada Trip,” and
“Monthly.”
56. The above false and misleading statements regarding Trade with Ayasa’s and
Rawjani’s compensation were material to investors and potential investors because knowing that
Rawjani would take a portion of investors’ principal as compensation, commissions, or loans
unrelated to investment returns, or pay commissions to his spouse or other third parties, and that
his compensation was not solely dependent on the success of an investment would be important
to any reasonable investor.
E. Defendants Made These False and Misleading Statements with Scienter.
57. Rawjani knew or was reckless in not knowing, and should have known, that the
above-described statements directly and on behalf of Trade with Ayasa were false and
misleading when made.
58. Rawjani had control over the operations of Trade with Ayasa and knowledge of
its operations, including the specific conduct described above.  Rawjani prepared and signed on
behalf of Trade with Ayasa various agreements, including the Financial Services Agreement, and

19

bank account opening and operational agreements.  Rawjani also had access to and sole
signatory authority over Trade with Ayasa’s bank and brokerage accounts and he directed the use
of all investor funds within and from those accounts, and thus he was aware of the accounts’
balances, credits, and debits as well as the results of his options trading activity.  Indeed, he
repeatedly touted that his trading activities were being broadcast and he would describe the
results of such activities.
59. Rawjani also knew from his management of Trade with Ayasa’s brokerage and
bank accounts that Trade with Ayasa was relying on new investor funds to make regular
dividend payments to prior investors and was thus aware of the Ponzi payments.
60. Rawjani also knew he would compensate or make loans to himself or his spouse
and other third parties using investor funds unrelated to the compensation terms promised to
investors.
61. Throughout the Relevant Period, Rawjani exercised control over Trade with
Ayasa’s finances and operations, including TWA-Texas, TWA-Wyoming, and TWA-Nevada,
was acting within the scope of his authority to make representations on behalf of all Trade with
Ayasa entities, and did in fact make the representations described above on behalf of all Trade
with Ayasa entities.
62. The scienter of Rawjani is imputed to all Trade with Ayasa entities including
TWA-Texas, TWA-Wyoming, and TWA-Nevada.
F. Rawjani and Trade with Ayasa were the Makers of the False and Misleading
Statements.

63. Rawjani and Trade with Ayasa made one or more of the false and misleading
statements enumerated above.  Rawjani determined the content of, and had ultimately authority
over, the verbal communications and written materials used to solicit or formalize investment

20

contracts with new and existing Trade with Ayasa investors, including the Financial Services
Agreement.  Rawjani prepared, signed, and distributed the Financial Services Agreement on
behalf of Trade with Ayasa.  The documents on their face can be attributed to Rawjani and Trade
with Ayasa.
64. Rawjani made the verbal statements to investors.
G. Rawjani and Trade with Ayasa Obtained Money or Property from Their
Misconduct.

65. During the Relevant Period, Rawjani and Trade with Ayasa obtained millions of
dollars from investors.
66. Rawjani received compensation and diverted money from investor funds for his
own uses and unrelated to Trade with Ayasa.
III. Defendants Engaged in Deceptive Conduct to Defraud Investors.

67. Rawjani, directly and through Trade with Ayasa, engaged in deceptive acts and
practices to defraud investors in connection with the offer and sale of securities described above,
which, in addition to the false and misleading statements identified above, included the conduct
described below.
68. First, Rawjani misappropriated investors’ money from Trade with Ayasa’s bank
accounts for his own benefit or the benefit of his spouse.  According to bank records, between
April 2021 and March 2024 Rawjani debited $4.6 million from the primary Trade with Ayasa
bank account, including by: (i) withdrawing or transferring $4.3 million to himself, (ii) sending
approximately $226,000 to individuals sharing his surname, and (iii) transferring $56,500 to
other entities that he controlled.  During the same period, Trade with Ayasa received only
approximately $1.4 million from those same sources.

21

69. Second, as outlined above, Rawjani misused investor funds by making Ponzi
payments.  Rawjani used substantial investor funds for purposes unrelated to trading options or
making secure long-term investments, including by using a majority of investor funds raised by
Trade with Ayasa for Ponzi payments.
70. Third, Rawjani also took steps to hide or obscure the source and destination of
funds he received into Trade with Ayasa’s accounts, which, among other matters, makes t he
exact extent of the Ponzi payments not yet fully known.  Rawjani’s acts to obscure the nature and
use of funds received into his accounts, which for Trade with Ayasa’s primary bank account
exceeded $24 million, included allowing multiple investors to aggregate their investments
through a single point-of-contact investor, accepting purported investments on behalf of
relatives, friends, or representatives of the investor who signed the Financial Services
Agreement, and providing blank, post-dated checks that could be cashed by any person or entity,
including persons other than the actual investor.  This practice, among other deceptive acts,
obscured the nature of Rawjani’s trading and financial activities.
71. Fourth, when Trade with Ayasa experienced substantial cash and liquidity
shortfalls by at least late-2023, Rawjani made false or misleading assurances intended to calm
investor concerns and discourage scrutiny (i.e., lulling statements) to investors.  For example,
when Trade with Ayasa’s checks started bouncing at the end of 2023, Rawjani told investors
who complained to him, both orally and in text messages, that their money was safe and the
disruption in the dividend payments was due to an issue with the bank that would be resolved
quickly.  Additionally, Rawjani sent investors an email in or around May 2024 telling them that
the bank investigation that caused the disruption in their dividend payments was almost complete
and that $1.35 million that the bank had placed on hold during the investigation would be

22

released by mid-June 2024.  At the time that update was sent to investors, that bank had already
closed the Trade with Ayasa’s accounts and remitted the account-ending balance of $32,471 to
Rawjani.
72. When Trade with Ayasa experienced substantial cash and liquidity shortfalls,
Rawjani also engaged in deceptive conduct to prevent investors from learning about the shortfall.
After Trade with Ayasa was unable to pay all of the monthly dividends owed to existing
investors and Trade with Ayasa’s primary bank closed Trade with Ayasa’s accounts, Rawjani
continued to make sporadic dividend payments to certain investors from a secondary bank
account held by Trade with Ayasa as well as a bank account held by a separate limited liability
company called Brick Lumber Love until at least June 2024.
73. Although the Defendants were not able to consistently pay dividends to existing
investors starting as early as November 2023, the Defendants continued soliciting investments
from new investors through at least part of 2024.
74. Fifth, Rawjani took steps to hide trading losses and mislead investors that Trade
with Ayasa maintained substantial investment balances and remained operational.  For example,
when one investor met with Rawjani to demand answers about unpaid dividends in or around
July 2024, Rawjani displayed on his laptop what he claimed was Trade with Ayasa’s brokerage
account and purported to show the investor that there was still $14 million in an account.
However, Trade with Ayasa never had a brokerage account with a balance of $14 million.  The
investor noticed that the account number at the top of the screen was the investor’s own personal
account number (which he had given Rawjani access to as an agent and attorney in fact prior to
investing in Trade with Ayasa), not a Trade with Ayasa account number.  The investor called his

23

broker and was informed that the true balance in his account was only $400, leading the investor
to conclude that Rawjani showed him doctored brokerage account information.
75. Rawjani knew or was reckless in not knowing that he was engaging in the
deceptive conduct and misstatements alleged above and that the conduct worked to defraud
investors.  Among other things, Rawjani had authority over and controlled Trade with Ayasa’s
bank and brokerage accounts.  He knew that investor funds were deposited into those accounts
and that investor funds were often not being principally invested in options contracts, and knew
that he directed the payments from the accounts to make Ponzi payments and to misappropriate
investor money in a manner contrary to the language in the Financial Service Agreement and his
oral representations to investors.
76. Rawjani’s false or misleading lulling statements are further evidence that he acted
with scienter to defraud investors.
IV. Rawjani and Trade with Ayasa Offered and Sold Securities Without Filing a
Registration Statement.

77. Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]
make it unlawful for any person, directly or indirectly, to use interstate commerce or the mails to
sell a security unless a registration statement is in effect or to offer to sell a security unless a
registration statement has been filed as to such security.
78. Rawjani, directly and through Trade with Ayasa, including TWA-Texas and
TWA-Wyoming, and, upon information and belief, TWA-Nevada offered and sold securities in
the form of investment contracts to investors by using the means or instruments or interstate
commerce, including but not limited to telephones, email, and the internet.
79.  Rawjani was a necessary participant and substantial factor in the sale of
unregistered Trade with Ayasa securities because he was Trade with Ayasa’s founder and

24

controlling managing member, he was the only person responsible for running Trade with
Ayasa’s business, and he solicited the investors via telephone, email, and the internet.
80. No registration statements were ever filed with the SEC or otherwise with respect
to Trade with Ayasa’s securities.
81. Rawjani and Trade with Ayasa offered and sold securities through general
solicitation, including by promoting Trade with Ayasa on daily YouTube videos.
82. Rawjani and Trade with Ayasa offered and sold securities to investors without
taking any steps to verify their accreditation status and sold securities to unaccredited investors.
83. Rawjani and Trade with Ayasa offered and sold securities to investors without
taking any steps to ensure that the investors had access to the same information that they would
be able to derive from a registration statement.
CLAIMS FOR RELIEF
FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(All Defendants)

84. The SEC realleges and incorporates by reference paragraphs 1 through 83 as
though fully set forth herein.
85. Defendants directly or indirectly, in connection with the purchase or sale of a
security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of
the facilities of a national securities exchange, knowingly or severely recklessly: (a) employed
devices, schemes, or artifices to defraud; (b) made untrue statements of a material fact or omitted
to state a material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and (c) engaged in acts, practices,
or courses of business which operated or would operate as a fraud or deceit upon other persons.

25

86. By engaging in the conduct described above, Defendants violated, and unless
restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. §
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act
(All Defendants)
87. The SEC realleges and incorporates by reference paragraphs 1 through 83 as
though fully set forth herein.
88. Defendants directly or indirectly, in the offer or sale of securities by the use of
means or instruments of transportation or communication in interstate commerce or by use of the
mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to
defraud; (b) obtained money or property by means of one or more untrue statements of a material
fact or by omitting to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (c) engaged in
transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser
89. By virtue of the foregoing, Defendants directly or indirectly violated and, unless
restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. §
77q(a)].

26

THIRD CLAIM FOR RELIEF

Offer and Sale of Unregistered Securities: Section 5(a) and (c) of the Securities Act
(All Defendants)
90. The SEC realleges and incorporates by reference paragraphs 1 through 83 as
though fully set forth herein.
91. Defendants directly or indirectly, by use of the means or instruments of
transportation or communication in interstate commerce or by use of the mails, in connection
with the purchase or sale of a security, offered and sold securities or carried or caused such
securities to be carried through the mails or in interstate commerce, for the purpose of sale or
delivery after sale, when no registration statement had been filed or was in effect as to such
securities.
92. By virtue of the foregoing, Defendants directly or indirectly violated and, unless
restrained and enjoined, will again violation Section 5(a) and (c) of the Securities Act [15 U.S.C.
§ 77e(a) and (c)].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court:
I.
Find that all Defendants violated the provisions of the federal securities laws as alleged
herein;
II.
Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil
Procedure, permanently restraining and enjoining each of the Defendants from violating, directly
or indirectly, the laws and rules they are alleged to have violated in this Complaint;

27

III.
Enter an injunction permanently restraining and enjoining the Defendants from directly
or indirectly, including, but not limited to, through any entity owned or controlled by Rawjani,
participating in the issuance, purchase, offer, or sale of any security, provided, however, that
such injunction shall not prevent Rawjani from purchasing or selling securities for his own
personal account;
IV.
Order the Defendants to disgorge all ill-gotten gains derived from the improper conduct
set forth in this Complaint on a joint-and-several basis, together with pre-judgment interest,
pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and
78u(d)(7)];
V.
Order 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)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] in an
amount to be determined by the Court, plus post-judgment interest;
VI.
Retain jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders
and decrees that may be entered, or to entertain any suitable application or motion for
additional relief within the jurisdiction of this Court; and
VII.
Grant such other and further relief as this Court may deem just, equitable, and proper.

28

DEMAND FOR JURY TRIAL
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by
jury in this action of all issues so triable.
Dated:  September 5, 2025   Respectfully submitted,

/s/ James P. McDonald
      Matthew Gulde
Illinois Bar No. 6272325
United States Securities and Exchange Commission
Fort Worth Regional Office
Burnett Plaza, Suite 1900
801 Cherry Street, Unit 18
Fort Worth, TX 76102
Telephone: (817) 978-3821
Facsimile: (817) 978-4927
[email protected]

      James P. McDonald
      New York Bar No. 4823910/Colo. Bar No. 61599
      Pro Hac Vice Application Pending
United States Securities and Exchange Commission
      Denver Regional Office
      1961 Stout St., Suite 1700
      Denver, CO 80294
Telephone: 303-844-1059
Facsimile: 303-297-3529
      [email protected]

      COUNSEL FOR PLAINTIFF
      U.S. SECURITIES AND EXCHANGE COMMISSION

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 
 
 

 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION,   
  

Plaintiff, 
 
 
vs. 
 
 
ARSALAN RAWJANI, 
TRADE WITH AYASA, LLC, a Texas limited 
liability company,  
TRADE WITH AYASA, LLC, a Wyoming limited 
liability company, and  
TRADE WITH AYASA, LLC, a Nevada limited 
liability company,  
 
            Defendants. 
 

§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 

 
 
 
 
 

 
 
Civil Action No.: 
 
 
 

 

COMPLAINT 

Plaintiff United States Securities and Exchange Commission (the “SEC”), for its 

Complaint against Defendants Arsalan Rawjani (“Rawjani”), Trade with Ayasa, LLC, a Texas 

limited liability company (“TWA-Texas”), Trade with Ayasa, LLC, a Wyoming limited liability 

company (“TWA-Wyoming”), and Trade with Ayasa, LLC, a Nevada limited liability company 

(“TWA-Nevada) (collectively, “Defendants”), alleges as follows: 

SUMMARY OF THE ACTION 

1. Since at least 2021, Defendant Arsalan Rawjani and an investment-services 

enterprise that he operates under the tradename “Trade with Ayasa, LLC,” which is further 

described below, have perpetrated a substantial investment fraud and Ponzi scheme targeting 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 1 of 28     PageID 1



2 
 

members of the Ismaili Muslim community in Texas, among other victims.  Touting himself as 

an experienced and skilled options trader and investor, Rawjani falsely represented to investors 

and potential investors that he operated a successful pooled-investment program that offered 

guaranteed monthly dividend payments as well as principal protection that would be paid from 

Rawjani’s options trading and asset management.  Indeed, Rawjani has claimed to have raised 

approximately $18 million from investors between 2021 and 2024.  Although Rawjani 

represented to these investors that his successful options trading enabled him to pay a fixed, 

monthly return of (usually) three to five percent of principal (i.e., a 60-percent annual return), he 

actually paid most “returns” by using new investor money and derived insignificant or no profits 

from his touted options-trading expertise.  Additionally, Rawjani diverted millions of dollars of 

investors’ money to himself, his spouse, and others through undisclosed withdrawals, 

commissions, and loans, all of which contributed to the collapse of his Ponzi scheme and 

millions of dollars of investor losses.    

2. To carry out the Ponzi scheme and recruit new investors to support it, Rawjani, 

directly and through his Trade with Ayasa enterprise, made numerous false and misleading 

statements to investors, including promising that his clients’ investments would be used for his 

profitable options trading and that investors’ principal was guaranteed from his trading profits 

and other secure investments.  For example, Rawjani claimed he would use investors’ funds in 

his profitable trading program, but he sent only approximately $1 million of investor funds from 

Trade with Ayasa’s primary bank account to a broker dealer for trading in the options market.  

Thereafter, Rawjani transferred back to the bank account less than $166,000 in presumed trading 

profits and thus had no meaningful trading revenues to pay the millions of dollars promised to 

investors.  Rawjani also claimed that a large reserve was maintained to pay dividends and offered 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 2 of 28     PageID 2



3 
 

his personal “guarantee” to some investors despite maintaining neither reserves nor personal 

assets sufficient to repay the millions of dollars raised from investors.   

3. By late-2023, Rawjani’s lackluster or losing trades and inability to attract new 

investors caused his Ponzi scheme to begin to collapse, and Rawjani ceased making promised 

dividend payments.  Nevertheless, even after he was unable to make divided payments to earlier 

investors, Rawjani continued to solicit new investors using the same promises and guarantees of 

monthly payments and principal protection.  Indeed, bank records indicate that Rawjani raised 

more than $2 million from investors between in or about December 2023 and June 2024, during 

the period he was unable to make promised payments to earlier investors.   

4. By engaging in this and the other conduct described herein, the Defendants have 

violated and, unless restrained and enjoined, will continue to violate Sections 5(a), 5(c) and 17(a) 

of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and 

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

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

JURISDICTION AND VENUE 

5. The SEC brings this action pursuant to authority conferred on it by Sections 20(b) 

and 20(d)(1) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)(1)] and Sections 21(d)(1), (3), 

(5) and (7), and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (3), (5), and (7) and 78u(e)] 

to restrain and enjoin the Defendants from engaging in the acts, practices, and courses of 

business described in this Complaint and similar acts, practices, and courses of business.   

6. Defendants, directly or indirectly, singly and in concert, made use of the means or 

instruments of transportation or communications in interstate commerce, the means or 

instrumentalities of interstate commerce, or of the mails, in connection with the transactions, 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 3 of 28     PageID 3



4 
 

acts, practices, and courses of business alleged in this Complaint, certain of which occurred 

within this District. 

7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 

21(d)(1), (3), (5), and (7), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (3), (5), 

and (7), 78u(e), and 78aa(a)].  

8. Venue is proper in the Northern District of Texas pursuant to Section 22(a) of the 

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

and 28 U.S.C. § 1391(b).  Rawjani is an inhabitant of this District, and certain of the acts and 

transactions constituting violations of the Securities Act and the Exchange Act occurred in this 

District, including the offer and sale of securities and the misappropriation of investor funds. 

DEFENDANTS AND RELATED ENTITIES 

9. Defendant Arsalan Rawjani, age 40, is a resident of Dallas, Texas and 

previously during many of the events described herein was a resident of Carrollton, Texas in 

Dallas County.  Rawjani created and controls an investment enterprise that principally used the 

names “Trade with Ayasa, LLC,” “Trade with Ayasa,” or “Ayasa Investments,” among others.  

Although Rawjani most often referred to “Trade with Ayasa, LLC,” as a “Texas limited liability 

company,” he was a member of LLCs in at least three different states that were registered as 

“Trade with Ayasa, LLC,” and Rawjani also used and signed documents on behalf of “Trade 

with Ayasa, LLC” during periods of time when no such company was in existence in any state or 

when the corporate entity whose name Rawjani used had been dissolved by state corporation 

authorities.   

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 4 of 28     PageID 4



5 
 

10. Defendant TWA-Texas was a Texas limited liability company formed on or 

about July 16, 2020.  TWA-Texas’s Certificate of Formation listed Arsalan Rawjani as the sole 

manager and provided a business address for the company in Austin, Texas.  At all relevant 

times, Rawjani solely managed and controlled TWA-Texas, including from a residence in 

Carrollton, Texas.  On or about June 24, 2022, the State of Texas forfeited TWA-Texas’s 

certificate of registration pursuant to provisions of the Texas Tax Code.  Rawjani also opened 

various bank accounts, including the primary bank account used by Trade with Ayasa, with 

TWA-Texas as the account holder.    

11. Defendant TWA-Wyoming was a Wyoming limited liability company formed on 

or about May 29, 2023.  TWA-Wyoming’s Articles of Organization listed a principal office 

address for TWA-Wyoming in Sheridan, Wyoming.  At all relevant times, Rawjani solely 

managed and controlled TWA-Wyoming, including from a residence in Carrollton, Texas.  On or 

about July 9, 2024, the State of Wyoming administratively dissolved TWA-Wyoming due to a 

tax delinquency.   

12. Defendant TWA-Nevada is a Nevada limited liability company formed on or 

about April 19, 2024.  Rawjani is listed as one of two managers of TWA-Nevada and uses a 

contact address for himself in Lewisville, Texas.  Upon information and belief, at all relevant 

times, Rawjani controlled TWA-Nevada including from flexible office space in Lewisville, 

Texas.  

13. As used herein, “Trade with Ayasa” refers to the formal and informal financial 

services enterprise controlled by Rawjani that has existed between at least 2020 and the present.  

This enterprise has consisted of, among other entities, each of Defendants TWA-Texas, TWA-

Wyoming, and TWA-Nevada, as well as other companies and bank accounts controlled by 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 5 of 28     PageID 5



6 
 

Rawjani that used the name or were referred to by Rawjani as “Trade with Ayasa, LLC,” “Trade 

with Ayasa,” and “Ayasa Investments.”  Upon information and belief, Rawjani and TWA-

Nevada have continued, at least in part, the business operations of TWA-Texas, TWA-Wyoming, 

and the other investment-service activities marketed under the “Trade with Ayasa” tradename, 

including such business and activities that occurred when no company bearing the name “Trade 

with Ayasa” was incorporated or in legal existence.  Rawjani has, for example, continued to use 

the email address “@tradewithayasa.com” into 2025, and that is the same email address Rawjani 

used during the operations of TWA-Texas and TWA-Wyoming.  Rawjani has also retained 

records and maintained business operations of previously incorporated entities, and maintained 

clients whose services were engaged by agreements bearing the names of TWA-Texas or TWA-

Wyoming. 

FACTUAL ALLEGATIONS 
 
I. Rawjani and Trade with Ayasa Offered and Sold Securities Promising Guaranteed 

Monthly Dividends and Principal Repayment.   
 

14. Beginning by at least in or about 2021 and continuing through at least in or about 

2024 (“the Relevant Period”), Rawjani offered, at first to friends and acquaintances and then 

more broadly within the religious community of Ismaili Muslims principally in the Dallas-Fort 

Worth metropolitan area, securities in the form of written and oral investment contracts that 

promised a guaranteed monthly dividend (usually between three and five percent of principal) 

and guaranteed repayment of principal after an investment term (usually one year).  

15. Rawjani offered these securities through an investment-services enterprise that he 

created and controlled called Trade with Ayasa.  In or about July 2020, Rawjani formed TWA-

Texas as a limited liability company to carry out Trade with Ayasa’s investment-services 

business.  Rawjani also opened and controlled multiple bank accounts in the name of “Trade 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 6 of 28     PageID 6



7 
 

with Ayasa, LLC,” some of which used his residential address in Carrollton, Texas as the contact 

address.  At all relevant times, Rawjani personally exercised control over Trade with Ayasa’s 

brokerage accounts and securities-trading activities.   

16. Rawjani solicited new investors primarily through word-of-mouth referrals and 

his own outreach within the Ismaili Muslim community where Rawjani was an active member 

and community leader.  Rawjani generally offered these guaranteed-return investments orally, 

including through one-on-one meetings, to potential investors and usually confirmed the verbal 

offering with a written contract titled “Financial Services Agreement” that he had prepared.  

Aside from the Financial Services Agreement, Rawjani did not prepare general investment 

brochures, subscription agreements, marketing paperwork, monthly statements, tax forms, or any 

type of paperwork typically associated with standard investment opportunities.  Instead, Rawjani 

relied heavily on existing client referrals and recommendations and his own oral and text 

message communications (often using encrypted messaging applications) to communicate with 

potential and existing investors.   

17. During the Relevant Period, Rawjani maintained and touted YouTube and 

Discord channels where he promoted Trade with Ayasa and another entity he controlled called 

“Theta Strike,” and to which Rawjani posted videos and content about his operation of Trade 

with Ayasa, including daily, live-trading sessions.  He also ran the “Ayasa Blog,” which was a 

website that offered stock-trading guidance.  As part of raising money from potential investors, 

one of the assurances he offered was that investors would be able to watch him conduct options 

trading each day on YouTube or Discord.  

18. The Financial Services Agreements offered by Trade with Ayasa and Rawjani 

memorialized the terms of the investments offered by Defendants, including the name of the 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 7 of 28     PageID 7



8 
 

investor, effective date, investment amount, dividend-payment terms, and the provision to return 

principal after a term, usually one year.  In these agreements, Rawjani listed various Trade with 

Ayasa entities, including TWA-Texas and TWA-Wyoming, as the “Financial Services Provider.”  

Rawjani also offered Financial Servies Agreements naming TWA-Texas as the Financial 

Services Provider and continued to use bank and brokerage accounts in the name of TWA-Texas 

even after the company had been dissolved.  The Financial Services Agreements were signed by 

the investors, who were called the “Services Recipient[s],” and signed by Rawjani both as the 

representative of Trade with Ayasa and, individually, as a “Guarantor.”  These Financial 

Services Agreements stated, among other terms, that: “Financial Services Provider will provide 

the following services . .  . Managing and trading funds of Services Recipient (in the amount of 

[]), specifically trading, for the aim of making a profit, in options contracts found on public 

securities exchanges.”   

19. The Financial Services Agreements also provided, under the heading “Payment 

for Services,” that the “Financial Services Provider will receive compensation for the Services as 

follows: 100% of all profits after the first 5% on option trading activity (conducted by Financial 

Services Provider) during each calendar month. The 5% is based on the principal as stated 

above.”  The agreements further provided for a guaranteed, fixed payment to investors each 

month, even where there was a trading loss: “For any calendar month in which it is apparent (at 

the close of the calendar month) that there is a net loss on the principal tradeable balance being 

traded by the Financial Service Provider, the Financial Services Provider will pay a fee equal to 

5% of the principal amount to the Service Recipient.”  

20. As described above, the Financial Services Agreements contained a “Guarantee” 

provision which, in sum and substance, stated that Rawjani personally guaranteed “the 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 8 of 28     PageID 8



9 
 

performance of all obligations of Financial Services Provider under this agreement” and, in some 

instances, guaranteed investors’ principal “by funds of Trade With Ayasa, LLC and Arsalan 

Rawjani, backed by reserves.” 

21. Rawjani, on behalf of Trade with Ayasa, also entered into oral agreements with 

investors that contained substantially the same statements and representations as the written 

Financial Services Agreements described herein. 

22. After a client agreed to make an investment with Trade with Ayasa, whether in 

writing or orally, Rawjani directed investors to transfer their principal to bank accounts he 

controlled in the name of “Trade with Ayasa, LLC” and which were generally set up using 

TWA-Texas’s identity, and, later, to accounts that Rawjani controlled under the name “Brick 

Lumber Love, LLC.”  As described below, Rawjani repeatedly transferred investor funds or paid 

checks from accounts in the name Trade with Ayasa to bank accounts in his own name.     

23. Rawjani orally represented to most investors, at the time they were making the 

decision to invest, that Trade with Ayasa would pool their investments with those of other 

investors, then use all or a portion of those invested funds to trade options contracts on public 

securities exchanges.  Rawjani told many investors that all of their funds would be invested in 

the options market, but he also told some investors that only a portion of funds would be invested 

in the options market and the remainder of funds would be invested or held in more-secure asset 

types, including in liquid bank accounts, large-cap stocks, and real estate.   

24. Rawjani told investors orally that he would pay the guaranteed monthly dividends 

to them using his trading profits or, in the case of a shortfall, reserved funds.  The representation 

that the monthly dividends would be paid out of trading profits was also reflected in writing in 

the Financial Services Agreement, which stated that “Trade with Ayasa, LLC” would retain 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 9 of 28     PageID 9



10 
 

“100% of all profits after the first 5% on options trading activity (conducted by Financial 

Services Provider) during each calendar month.”   

25. Throughout the Relevant Period, Rawjani did not follow regular and accepted 

financial practices with respect to managing a pooled-investment program.  For example, one of 

the main methods that Rawjani used to pay dividends to investors was to provide his clients a 

stack of hand-written checks at the time of their initial investment.  Rawjani post-dated these 

checks and signed them, but the other check fields were often left blank.  Rawjani wrote memos 

like “[principal amount] * 0.05,” “monthly,” or “dividend” on some checks, but left the memo 

line blank on other checks.  Rawjani wrote in the dollar amount on some checks but left that field 

blank on others.  Rawjani sometimes filled out the payee (i.e., “To”) line on the checks, but he 

frequently left that line blank.  Rawjani then directed investors to cash their dividend checks each 

month.  At various points during the scheme, Rawjani learned that certain checks he provided 

investors were being written to and apparently cashed by persons who were not the original 

investor.  Further, Trade with Ayasa did not provide monthly or regular account statements, tax 

paperwork, or even basic marketing materials.    

26. Contrary to Rawjani’s claims, to make the promised dividend payments, Rawjani 

and Trade with Ayasa relied heavily on paying returns using new investor money (i.e., Ponzi 

payments).  For example, on or about April 14, 2022, Trade with Ayasa’s bank accounts had a 

balance of approximately $41,916.  The next day, April 15, 2022, Trade with Ayasa received two 

new investments totaling $45,000.  Thereafter, between April 18, 2022 and April 28, 2022, Trade 

with Ayasa made dividend payments to investors that totaled $55,000, and received no deposits 

or income from any trading or brokerage related activity during that period.  Similarly, on or 

about June 8, 2022, Trade with Ayasa’s bank accounts had a balance of approximately $69,508.  

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 10 of 28     PageID 10



11 
 

On or about June 9, 2022, Trade with Ayasa received two new investments totaling $125,000.  

Between June 9, 2022 and June 16, 2022, Trade with Ayasa made dividend payments to 

investors that totaled more than $70,500, and received no deposits or incomes from any trading 

or brokerage related activity during that period.   

27. Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 3(a)(10) 

of the Exchange Act [15 U.S.C. § 78c(a)(10)] define “security” to include any “investment 

contract. 

28. Rawjani, through Trade with Ayasa, offered and sold securities as defined in 

Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act [15 U.S.C. §§ 

77b(a)(1) and 78c(a)(10)], to wit, investment contracts that took the form of Financial Services 

Agreements and oral agreements that promised guaranteed monthly dividend payments from 

trading and investment activities and principal protection.  Specifically, the securities offered by 

Rawjani and Trade with Ayasa had the following attributes: (i) investors invested money with 

Trade with Ayasa and Rawjani, (ii) the success of those investments was collectively dependent 

upon Rawjani’s purported expertise and ability to trade options contracts and manage other 

investments and reserves, and (iii) the investors expected to receive monthly dividends derived 

from profits of Rawjani’s options trading and management of investment funds.   

29. Rawjani and Trade with Ayasa also used a portion of the money raised from 

investors to purchase securities in the form of options contracts, which was another way that 

Trade with Ayasa’s activities were in connection with the purchase and sale of securities.   

II. Defendants Made Materially False and Misleading Statements to Investors.   
 

30. In raising funds from investors, Rawjani and Trade with Ayasa made numerous 

written and oral materially false and misleading statements regarding, among other things, the 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 11 of 28     PageID 11



12 
 

use of investor funds, the “guaranteed” nature of the investments and expected returns, the 

operations and trading activities of Trade with Ayasa, and Trade with Ayasa’s compensation. 

A. Statements Regarding the Use of Investor Funds 

31. During the Relevant Period, Rawjani, directly and through Trade with Ayasa, 

made materially false and misleading statements in oral and written communications to investors 

and potential investors regarding the use of investors’ funds including, but not limited to, the 

statements below.    

32. The Financial Services Agreement that Rawjani provided to most new investors 

stated that Trade with Ayasa would provide the “service” of “[m]anaging and trading funds” of 

the investor by “specifically trading, for the aim of making a profit, in options contracts found on 

public securities exchanges.”  Rawjani, directly and through Trade with Ayasa, made or offered 

these or substantially similar representations, among other times, in Financial Services 

Agreements with effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September 

29, 2022, October 20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2, 

2024, and March 1, 2024.  Rawjani continued to offer or execute Financial Services Agreements 

with new investors with these same representations after Trade with Ayasa and Rawjani became 

unable to make regular dividend payments beginning by at least late-2023.     

33. Throughout the Relevant Period, Rawjani orally represented to certain investors 

from his Ismaili Muslim community in Texas that Trade with Ayasa’s investments and expected 

investor returns would be based primarily on his successful daily trading in options contracts that 

would allow him to pay a fixed investment return between three and five percent.  Rawjani also 

stated to potential investors that they would not lose their principal. 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 12 of 28     PageID 12



13 
 

34. Rawjani represented orally to certain investors that a substantial portion of their 

investments with Trade with Ayasa would be placed in long-term, safer securities or 

investments, including blue-chip and large-cap stocks and real estate, or in savings accounts.   

35. These and substantially similar statements regarding use of investor funds were 

false and misleading when made because, among other reasons, Rawjani used only a small 

percentage of investor funds to conduct trading in options contracts.  Although Rawjani has 

previously claimed to have raised as much as $18 million from investors, Trade with Ayasa only 

transferred approximately $1 million from its principal bank account where it received investor 

funds to a broker-dealer for potential trading in the options market.   

36. Such representations were also false and misleading because Rawjani did not 

place substantial amounts of investor money into secure, long-term investments, nor did he 

undertake actions that would protect investors’ principal in the event of daily trading losses.  

Rawjani misappropriated and misused investor funds from the stated-investment purposes by, 

among other things, paying earlier investors with new investor funds (i.e., making Ponzi 

payments); directing transfers of investor funds to himself and his spouse’s benefit; and paying 

title companies, realtors, and real-estate construction companies.     

37. Rawjani and Trade with Ayasa omitted to state material facts that were necessary 

to render their statements regarding the use of investor funds not misleading.  These omissions 

include failing to disclose that investor money would be used to pay earlier investors and that 

Rawjani would misappropriate investors’ money for himself and misuse it by sending it to 

relatives and his other companies. 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 13 of 28     PageID 13



14 
 

38. The above false and misleading statements regarding the use of investors’ funds 

were material to investors and potential investors because statements regarding the use of funds 

would be important to any reasonable investor.  

B. Statements Regarding Investment Returns and Principal Guarantee 
 

39. During the Relevant Period, Rawjani, directly and through Trade with Ayasa, 

made materially false and misleading statements in written and verbal communications regarding 

the guaranteed nature of dividend payments, principal protection, and deposit return offered by 

his investment program including, but not limited to, the statements below.   

40. Rawjani represented orally to certain investors that their principal and dividend 

payments from Trade with Ayasa would be guaranteed or safe because of the existence of, 

among other things, a large reserve in a bank account, an insurance policy, real estate, blue-chip 

and long-term stocks, or a long-term savings account.   

41. The Financial Services Agreements used by Rawjani and Trade with Ayasa 

provided that investors would receive a guaranteed return, generally between three and five 

percent of principal each month, for a specified duration (usually one year), and that “[f]or any 

calendar month in which it is apparent (at the close of the calendar month) that there is a net loss 

on the principal tradeable balance being traded by the Financial Service Provider, the Financial 

Services Provider will pay a fee equal to 5% of the principal amount to the Service Recipient.”  

42. The Financial Services Agreements further represented that “Guarantor, Arsalan 

Rawjani,” guarantees the “performance of all obligations” of Trade with Ayasa “as well as all of 

Financial Services Provider’s representations, warranties, and guarantees shown in this 

Agreement,” which would have included the guaranteed dividend payments and return of the 

initial investment.   

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 14 of 28     PageID 14



15 
 

43. Rawjani, directly and through Trade with Ayasa, made or offered the above or 

substantially similar representations, among other times, in Financial Services Agreements with 

effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September 29, 2022, October 

20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2, 2024, and March 1, 

2024.  

44. In addition, some of the Financial Services Agreements specifically stated that an 

investor’s principal was “guaranteed by funds of Trade with Ayasa, LLC and Arsalan Rawjani, 

backed by reserves,” including a Financial Services Agreement with an effective date of August 

1, 2022.     

45. These statements regarding the guaranteed nature of returns and principal 

protection were false and misleading when made because, among other things, neither Trade 

with Ayasa nor Rawjani maintained reserves or assets capable of repaying investors’ principal in 

full; Rawjani misappropriated and misused earlier investor funds immediately after receiving the 

funds and relied on new investor funds to pay earlier investors (i.e., Ponzi payments); Rawjani 

directed investor funds to Rawjani or his spouse’s benefit, which created a likelihood of non-

payment for investors; Trade with Ayasa was not earning sufficient trading profits and returns to 

make regular payments to investors; and, at least during the period from December 2023 through 

June 2024, Trade with Ayasa had defaulted on payments due under earlier Financial Services 

Agreements.   

46. Rawjani and Trade with Ayasa omitted to state material facts that were necessary 

to render their statements regarding the guaranteed nature of returns and principal protection not 

misleading.  These omissions include, as detailed in the prior paragraph, that Rawjani did not 

maintain a large reserve and that investors’ funds were misappropriated and misused. 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 15 of 28     PageID 15



16 
 

47. The above false and misleading statements as to the guaranteed nature of returns 

and principal protection and return offered by Trade with Ayasa’s investment program were 

material to investors and potential investors because the assurance that an investor could not lose 

any of their principal would be important to any reasonable investor.  In addition, knowing that 

the promise of substantial monthly returns, which could total up to 60% annually, was not 

guaranteed or likely would have been important to investors who sought to grow the principal of 

their investment and obtain gains. 

C. Statements about Trade with Ayasa’s Operations and Trading Activities 

48. During the Relevant Period, Rawjani, directly and through Trade with Ayasa, 

made materially false and misleading statements in oral and written communications regarding 

the operations of Trade with Ayasa and the magnitude of its operations to investors and potential 

investors including, but not limited to, the statements below.  

49. During online meetings he hosted to display his live trading activity, Rawjani told 

meeting participants that he was only displaying one brokerage or trading account, but he had a 

system in place to replicate the same trades across 25 to 50 accounts.   

50. These statements regarding the operations of Trade with Ayasa were false and 

misleading when made because, among other reasons, neither Rawjani nor Trade with Ayasa 

controlled the large number of brokerage accounts represented.   

51. The above false and misleading statements about Trade with Ayasa’s operations 

were material to investors and potential investors because, among other reasons, the purported 

ability to access, and replicate trades, across multiple accounts bolstered the appearance that 

Trade with Ayasa was a large, legitimate pooled investment program and the representations 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 16 of 28     PageID 16



17 
 

about the multiple options trading accounts would indicate to a reasonable investor that Rawjani 

had sufficient assets to pay investor dividends.           

D.  Statements Regarding Rawjani’s and Trade with Ayasa’s Compensation  

52. During the Relevant Period, Rawjani, directly and through Trade with Ayasa, 

made material misrepresentations with respect to the compensation that he and Trade with Ayasa 

would receive from the investment program.  

53. The Financial Services Agreements represented, under a heading called “Payment 

for Services,” that Trade with Ayasa’s “compensation” would be “all profits after the first 5% or 

$500” of options trading activity on a monthly basis.  These payment provisions did not include, 

for example, any provision for “commissions” or other in-kind or discretionary transfers of 

investor principal for Rawjani or his spouse or family or any other entity.   

54. Rawjani, directly and through Trade with Ayasa, made or offered the above or 

substantially similar representations, among other times, in Financial Services Agreements with 

effective dates of January 1, 2022, June 1, 2022, August 1, 2022, September 29, 2022, October 

20, 2022, August 1, 2023, September 1, 2023, January 1, 2024, February 2, 2024, and March 1, 

2024.   

55. These statements regarding Trade with Ayasa’s compensation were false and 

misleading when made because Rawjani repeatedly compensated himself or took personal loans 

from investor’s principal unrelated to and in excess of the specified profits on his monthly 

options trading returns; and Rawjani directed in-kind transfers of investor funds to himself and 

his spouse for purported commissions or loans.  For example, on or about March 22, 2023, 

Rawjani deposited to his personal bank account two checks written from Trade with Ayasa’s 

primary bank account, each in the amount of $50,000, with the memo lines “Commission” and 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 17 of 28     PageID 17



18 
 

“Monthly Commission,”   In addition, on or about April 24, 2023, Rawjani deposited to his 

personal bank account a check written from Trade with Ayasa’s primary bank account in the 

amount of $50,000 and with the memo line “April Bonus.”  On or about April 26, 2023, Rawjani 

wrote a $25,000 check in the name of his wife with the memo line “Consulting #2.”   Bank 

records for Trade with Ayasa’s accounts, however, do not indicate that Trade with Ayasa 

received profits from purported options trading during the time period of these substantial 

payments, nor was Rawjani’s spouse providing actual consulting services to Trade with Ayasa.  

Further, on other checks written by Rawjani on Trade with Ayasa’s bank account to Rawjani’s 

wife in 2022 and 2023, the memo lines included “Hawaii Trip,” “Commission/canada Trip,” and 

“Monthly.”   

56. The above false and misleading statements regarding Trade with Ayasa’s and 

Rawjani’s compensation were material to investors and potential investors because knowing that 

Rawjani would take a portion of investors’ principal as compensation, commissions, or loans 

unrelated to investment returns, or pay commissions to his spouse or other third parties, and that 

his compensation was not solely dependent on the success of an investment would be important 

to any reasonable investor.   

E. Defendants Made These False and Misleading Statements with Scienter. 

57. Rawjani knew or was reckless in not knowing, and should have known, that the 

above-described statements directly and on behalf of Trade with Ayasa were false and 

misleading when made. 

58. Rawjani had control over the operations of Trade with Ayasa and knowledge of 

its operations, including the specific conduct described above.  Rawjani prepared and signed on 

behalf of Trade with Ayasa various agreements, including the Financial Services Agreement, and 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 18 of 28     PageID 18



19 
 

bank account opening and operational agreements.  Rawjani also had access to and sole 

signatory authority over Trade with Ayasa’s bank and brokerage accounts and he directed the use 

of all investor funds within and from those accounts, and thus he was aware of the accounts’ 

balances, credits, and debits as well as the results of his options trading activity.  Indeed, he 

repeatedly touted that his trading activities were being broadcast and he would describe the 

results of such activities. 

59. Rawjani also knew from his management of Trade with Ayasa’s brokerage and 

bank accounts that Trade with Ayasa was relying on new investor funds to make regular 

dividend payments to prior investors and was thus aware of the Ponzi payments.   

60. Rawjani also knew he would compensate or make loans to himself or his spouse 

and other third parties using investor funds unrelated to the compensation terms promised to 

investors.   

61. Throughout the Relevant Period, Rawjani exercised control over Trade with 

Ayasa’s finances and operations, including TWA-Texas, TWA-Wyoming, and TWA-Nevada, 

was acting within the scope of his authority to make representations on behalf of all Trade with 

Ayasa entities, and did in fact make the representations described above on behalf of all Trade 

with Ayasa entities.  

62. The scienter of Rawjani is imputed to all Trade with Ayasa entities including 

TWA-Texas, TWA-Wyoming, and TWA-Nevada.   

F. Rawjani and Trade with Ayasa were the Makers of the False and Misleading 
Statements.  

 
63. Rawjani and Trade with Ayasa made one or more of the false and misleading 

statements enumerated above.  Rawjani determined the content of, and had ultimately authority 

over, the verbal communications and written materials used to solicit or formalize investment 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 19 of 28     PageID 19



20 
 

contracts with new and existing Trade with Ayasa investors, including the Financial Services 

Agreement.  Rawjani prepared, signed, and distributed the Financial Services Agreement on 

behalf of Trade with Ayasa.  The documents on their face can be attributed to Rawjani and Trade 

with Ayasa. 

64. Rawjani made the verbal statements to investors.     

G. Rawjani and Trade with Ayasa Obtained Money or Property from Their 
Misconduct.  

 
65. During the Relevant Period, Rawjani and Trade with Ayasa obtained millions of 

dollars from investors.    

66. Rawjani received compensation and diverted money from investor funds for his 

own uses and unrelated to Trade with Ayasa.    

III. Defendants Engaged in Deceptive Conduct to Defraud Investors. 
 

67. Rawjani, directly and through Trade with Ayasa, engaged in deceptive acts and 

practices to defraud investors in connection with the offer and sale of securities described above, 

which, in addition to the false and misleading statements identified above, included the conduct 

described below.    

68. First, Rawjani misappropriated investors’ money from Trade with Ayasa’s bank 

accounts for his own benefit or the benefit of his spouse.  According to bank records, between 

April 2021 and March 2024 Rawjani debited $4.6 million from the primary Trade with Ayasa 

bank account, including by: (i) withdrawing or transferring $4.3 million to himself, (ii) sending 

approximately $226,000 to individuals sharing his surname, and (iii) transferring $56,500 to 

other entities that he controlled.  During the same period, Trade with Ayasa received only 

approximately $1.4 million from those same sources.     

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 20 of 28     PageID 20



21 
 

69. Second, as outlined above, Rawjani misused investor funds by making Ponzi 

payments.  Rawjani used substantial investor funds for purposes unrelated to trading options or 

making secure long-term investments, including by using a majority of investor funds raised by 

Trade with Ayasa for Ponzi payments.   

70. Third, Rawjani also took steps to hide or obscure the source and destination of 

funds he received into Trade with Ayasa’s accounts, which, among other matters, makes the 

exact extent of the Ponzi payments not yet fully known.  Rawjani’s acts to obscure the nature and 

use of funds received into his accounts, which for Trade with Ayasa’s primary bank account 

exceeded $24 million, included allowing multiple investors to aggregate their investments 

through a single point-of-contact investor, accepting purported investments on behalf of 

relatives, friends, or representatives of the investor who signed the Financial Services 

Agreement, and providing blank, post-dated checks that could be cashed by any person or entity, 

including persons other than the actual investor.  This practice, among other deceptive acts, 

obscured the nature of Rawjani’s trading and financial activities.  

71. Fourth, when Trade with Ayasa experienced substantial cash and liquidity 

shortfalls by at least late-2023, Rawjani made false or misleading assurances intended to calm 

investor concerns and discourage scrutiny (i.e., lulling statements) to investors.  For example, 

when Trade with Ayasa’s checks started bouncing at the end of 2023, Rawjani told investors 

who complained to him, both orally and in text messages, that their money was safe and the 

disruption in the dividend payments was due to an issue with the bank that would be resolved 

quickly.  Additionally, Rawjani sent investors an email in or around May 2024 telling them that 

the bank investigation that caused the disruption in their dividend payments was almost complete 

and that $1.35 million that the bank had placed on hold during the investigation would be 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 21 of 28     PageID 21



22 
 

released by mid-June 2024.  At the time that update was sent to investors, that bank had already 

closed the Trade with Ayasa’s accounts and remitted the account-ending balance of $32,471 to 

Rawjani.   

72. When Trade with Ayasa experienced substantial cash and liquidity shortfalls, 

Rawjani also engaged in deceptive conduct to prevent investors from learning about the shortfall.  

After Trade with Ayasa was unable to pay all of the monthly dividends owed to existing 

investors and Trade with Ayasa’s primary bank closed Trade with Ayasa’s accounts, Rawjani 

continued to make sporadic dividend payments to certain investors from a secondary bank 

account held by Trade with Ayasa as well as a bank account held by a separate limited liability 

company called Brick Lumber Love until at least June 2024.    

73. Although the Defendants were not able to consistently pay dividends to existing 

investors starting as early as November 2023, the Defendants continued soliciting investments 

from new investors through at least part of 2024. 

74. Fifth, Rawjani took steps to hide trading losses and mislead investors that Trade 

with Ayasa maintained substantial investment balances and remained operational.  For example, 

when one investor met with Rawjani to demand answers about unpaid dividends in or around 

July 2024, Rawjani displayed on his laptop what he claimed was Trade with Ayasa’s brokerage 

account and purported to show the investor that there was still $14 million in an account.  

However, Trade with Ayasa never had a brokerage account with a balance of $14 million.  The 

investor noticed that the account number at the top of the screen was the investor’s own personal 

account number (which he had given Rawjani access to as an agent and attorney in fact prior to 

investing in Trade with Ayasa), not a Trade with Ayasa account number.  The investor called his 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 22 of 28     PageID 22



23 
 

broker and was informed that the true balance in his account was only $400, leading the investor 

to conclude that Rawjani showed him doctored brokerage account information.  

75. Rawjani knew or was reckless in not knowing that he was engaging in the 

deceptive conduct and misstatements alleged above and that the conduct worked to defraud 

investors.  Among other things, Rawjani had authority over and controlled Trade with Ayasa’s 

bank and brokerage accounts.  He knew that investor funds were deposited into those accounts 

and that investor funds were often not being principally invested in options contracts, and knew 

that he directed the payments from the accounts to make Ponzi payments and to misappropriate 

investor money in a manner contrary to the language in the Financial Service Agreement and his 

oral representations to investors. 

76. Rawjani’s false or misleading lulling statements are further evidence that he acted 

with scienter to defraud investors.  

IV. Rawjani and Trade with Ayasa Offered and Sold Securities Without Filing a 
Registration Statement.  

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

make it unlawful for any person, directly or indirectly, to use interstate commerce or the mails to 

sell a security unless a registration statement is in effect or to offer to sell a security unless a 

registration statement has been filed as to such security.   

78. Rawjani, directly and through Trade with Ayasa, including TWA-Texas and 

TWA-Wyoming, and, upon information and belief, TWA-Nevada offered and sold securities in 

the form of investment contracts to investors by using the means or instruments or interstate 

commerce, including but not limited to telephones, email, and the internet.   

79.  Rawjani was a necessary participant and substantial factor in the sale of 

unregistered Trade with Ayasa securities because he was Trade with Ayasa’s founder and 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 23 of 28     PageID 23



24 
 

controlling managing member, he was the only person responsible for running Trade with 

Ayasa’s business, and he solicited the investors via telephone, email, and the internet.    

80. No registration statements were ever filed with the SEC or otherwise with respect 

to Trade with Ayasa’s securities. 

81. Rawjani and Trade with Ayasa offered and sold securities through general 

solicitation, including by promoting Trade with Ayasa on daily YouTube videos. 

82. Rawjani and Trade with Ayasa offered and sold securities to investors without 

taking any steps to verify their accreditation status and sold securities to unaccredited investors. 

83. Rawjani and Trade with Ayasa offered and sold securities to investors without 

taking any steps to ensure that the investors had access to the same information that they would 

be able to derive from a registration statement.     

CLAIMS FOR RELIEF 

FIRST CLAIM FOR RELIEF 
 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
(All Defendants) 

 
84. The SEC realleges and incorporates by reference paragraphs 1 through 83 as 

though fully set forth herein. 

85. Defendants directly or indirectly, in connection with the purchase or sale of a 

security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of 

the facilities of a national securities exchange, knowingly or severely recklessly: (a) employed 

devices, schemes, or artifices to defraud; (b) made untrue statements of a material fact or omitted 

to state a material fact necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading; and (c) engaged in acts, practices, 

or courses of business which operated or would operate as a fraud or deceit upon other persons. 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 24 of 28     PageID 24



25 
 

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

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

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

SECOND CLAIM FOR RELIEF 
 

Violations of Section 17(a) of the Securities Act 
(All Defendants) 

87. The SEC realleges and incorporates by reference paragraphs 1 through 83 as 

though fully set forth herein. 

88. Defendants directly or indirectly, in the offer or sale of securities by the use of 

means or instruments of transportation or communication in interstate commerce or by use of the 

mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to 

defraud; (b) obtained money or property by means of one or more untrue statements of a material 

fact or by omitting to state a material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; and (c) engaged in 

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

deceit upon the purchaser 

89. By virtue of the foregoing, Defendants directly or indirectly violated and, unless 

restrained and enjoined, will again violate Section 17(a) of the Securities Act [15 U.S.C. § 

77q(a)]. 

 

 

 

 

 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 25 of 28     PageID 25



26 
 

THIRD CLAIM FOR RELIEF 
 

Offer and Sale of Unregistered Securities: Section 5(a) and (c) of the Securities Act 
(All Defendants) 

90. The SEC realleges and incorporates by reference paragraphs 1 through 83 as 

though fully set forth herein. 

91. Defendants directly or indirectly, by use of the means or instruments of 

transportation or communication in interstate commerce or by use of the mails, in connection 

with the purchase or sale of a security, offered and sold securities or carried or caused such 

securities to be carried through the mails or in interstate commerce, for the purpose of sale or 

delivery after sale, when no registration statement had been filed or was in effect as to such 

securities.   

92. By virtue of the foregoing, Defendants directly or indirectly violated and, unless 

restrained and enjoined, will again violation Section 5(a) and (c) of the Securities Act [15 U.S.C. 

§ 77e(a) and (c)]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that all Defendants violated the provisions of the federal securities laws as alleged 

herein; 

II. 

Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining each of the Defendants from violating, directly 

or indirectly, the laws and rules they are alleged to have violated in this Complaint;   

 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 26 of 28     PageID 26



27 
 

III. 

Enter an injunction permanently restraining and enjoining the Defendants from directly 

or indirectly, including, but not limited to, through any entity owned or controlled by Rawjani, 

participating in the issuance, purchase, offer, or sale of any security, provided, however, that 

such injunction shall not prevent Rawjani from purchasing or selling securities for his own 

personal account; 

IV. 

Order the Defendants to disgorge all ill-gotten gains derived from the improper conduct 

set forth in this Complaint on a joint-and-several basis, together with pre-judgment interest, 

pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and 

78u(d)(7)]; 

V. 

Order 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)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] in an 

amount to be determined by the Court, plus post-judgment interest;  

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders 

and decrees that may be entered, or to entertain any suitable application or motion for 

additional relief within the jurisdiction of this Court; and 

VII. 

Grant such other and further relief as this Court may deem just, equitable, and proper.   

 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 27 of 28     PageID 27



28 
 

DEMAND FOR JURY TRIAL 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands trial by 

jury in this action of all issues so triable. 

Dated:  September 5, 2025   Respectfully submitted,  
       
       

/s/ James P. McDonald     
      Matthew Gulde 

Illinois Bar No. 6272325 
United States Securities and Exchange Commission 
Fort Worth Regional Office 
Burnett Plaza, Suite 1900 
801 Cherry Street, Unit 18 
Fort Worth, TX 76102 
Telephone: (817) 978-3821 
Facsimile: (817) 978-4927 
[email protected] 
 

      James P. McDonald 
      New York Bar No. 4823910/Colo. Bar No. 61599 
      Pro Hac Vice Application Pending 

United States Securities and Exchange Commission 
      Denver Regional Office 
      1961 Stout St., Suite 1700 
      Denver, CO 80294 

Telephone: 303-844-1059  
Facsimile: 303-297-3529 

      [email protected] 
  
      COUNSEL FOR PLAINTIFF  
      U.S. SECURITIES AND EXCHANGE COMMISSION 

Case 3:25-cv-02404-L     Document 1     Filed 09/05/25      Page 28 of 28     PageID 28


	G. Rawjani and Trade with Ayasa Obtained Money or Property from Their Misconduct.