SEC v. JOHN M. FIFE

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 
EASTERN DIVISION 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION,  
Plaintiff, 
            v.
JOHN M. FIFE, CHICAGO VENTURE 
PARTNERS, L.P., ILIAD RESEARCH AND 
TRADING, L.P., ST. GEORGE 
INVESTMENTS LLC, TONAQUINT, INC., 
AND TYPENEX CO-INVESTMENT, LLC. 
Defendants. 
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Civil Action No._________ 
Honorable _________________ 
Jury Trial Demanded 
COMPLAINT 
Plaintiff United States Securities and Exchange Commission (“SEC”) alleges as follows: 
NATURE OF THE ACTION 
1.From at least 2015 through the present Defendant John M. Fife (“Fife”) and five 
entities he owns and controls – Chicago Venture Partners, L.P. (“CVP”), Iliad Research and 
Trading, L.P. (“Iliad”), St. George Investments LLC (“St. George”), Tonaquint, Inc. 
(“Tonaquint”), and Typenex Co-Investment, LLC (“Typenex”) (collectively, the “Entity 
Defendants”) – bought and sold billions of newly-issued shares of microcap securities (i.e., 
penny stocks) and generated millions of dollars from those sales.  
2.In doing so, Fife – who is a recidivist violator of the federal securities laws – and 
the Entity Defendants (together with Fife, “Defendants”) have violated, and continue to violate, 
the mandatory dealer registration requirements of the federal securities laws. 

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3.Defendants’ business model has been to buy convertible promissory notes—a 
type of security—from penny stock issuers, convert the notes into newly-issued shares of stock, 
and rapidly sell those shares into the public market at a profit. During 2015 through 2019, 
Defendants purchased more than 250 such notes from approximately 135 different microcap 
issuers. Defendants demanded and received highly favorable terms for these notes, including 
terms that gave Defendants deep discounts from the prevailing market price for the shares of 
counterparty microcap issuers. By engaging in a regular business of buying convertible notes and 
then selling the resulting newly-issued shares of microcap companies’ stock into the public 
market, Defendants operated as unregistered securities dealers and collectively generated more 
than $61 million in net profits. 
4.In violating the dealer registration requirements of the federal securities laws, 
Defendants avoided regulatory obligations for dealers that govern their conduct in the 
marketplace, including submitting to regulatory inspections and oversight, following financial 
responsibility rules, and maintaining books and records in accordance with applicable regulatory 
requirements. 
5.Through these activities, the Defendants violated Section 15(a)(1) of the 
Securities Exchange Act of 1934 (“Exchange Act”) by acting as unregistered securities dealers.  
[See 15 U.S.C. § 78o(a)(1)] The SEC requests, among other things, that this Court enjoin 
Defendants from committing further violations of the federal securities laws as alleged in this 
Complaint, and order them to pay disgorgement and monetary penalties based upon these 
violations. 
JURISDICTION AND VENUE 
6.The SEC brings this action pursuant to the authority conferred by Section 21(d) of 

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the Exchange Act [15 U.S.C. § 78u(d)] seeking to restrain and enjoin Defendants from engaging 
in the acts, practices, transactions and courses of business alleged herein, and for such other 
equitable relief as may be appropriate or necessary for the benefit of investors. 
7.The SEC also seeks a final judgment ordering Defendants to disgorge their ill-
gotten gains and pay prejudgment interest thereon, and ordering Defendants to pay civil money 
penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 
8.This Court has jurisdiction over this action, and venue lies in this District, 
pursuant to Sections 21(d) and 27 of the Exchange Act [15 U.S.C. §§78u(d) and 78aa].  
Defendants, directly or indirectly, singly or in concert, have made use of the means or 
instruments of transportation or communication in, and the means or instrumentalities of, 
interstate commerce, or of the mails, in connection with the transactions, acts, practices, and 
courses of business alleged herein. These transactions, acts, practices and courses of business 
occurred in the Northern District of Illinois, which is where the Entity Defendants are located 
and where Fife resides and does business on the Entity Defendants’ behalf. 
9.Defendants have, directly and indirectly, made, and are making, use of the mails, 
and of the means and instrumentalities of interstate commerce, in connection with the 
transactions, acts, practices and courses of business alleged in this Complaint. 
10.There is a reasonable likelihood that Defendants will, unless enjoined, continue to 
engage in the transactions, acts, practices and courses of business set forth in this Complaint, and 
transactions, acts, practices and courses of business of similar purport and object. 
DEFENDANTS 
11.John M. Fife, age 59, resides in Chicago, Illinois. In 2007, the SEC charged Fife 
with violations of 10(b) of the Exchange Act and Rule 10b-5 thereunder for his participation in 

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an annuity market timing scheme.  SEC v. Fife, No. 07-C-0347 (N.D. Ill. Jan. 18, 2007). That 
case settled after Fife consented to an injunction, monetary relief, and a bar from associating 
with an investment adviser, with the right to reapply after 18 months. In 2012, in an unrelated 
action, the Financial Industry Regulatory Authority (“FINRA”) barred Fife from association with 
any FINRA member for failing to respond to FINRA requests for information. FINRA Case No. 
2011029203701 (March 2012). 
12.Chicago Venture Partners, L.P. is a Utah limited partnership, with its principal 
place of business in Chicago, Illinois. Fife solely owns and controls CVP. 
13.Iliad Research and Trading, L.P. is a Utah limited partnership, with its principal 
place of business in Chicago, Illinois. Fife solely owns and controls Iliad. 
14.St. George Investments, LLC is a Utah limited company, with its principal place 
of business in Chicago, Illinois. Fife solely owns and controls St. George. 
15.Tonaquint, Inc. is a Utah corporation, with its principal place of business in 
Chicago, Illinois. Fife solely owns and controls Tonaquint. 
16.Typenex Co-Investment, LLC is a Utah limited liability company, with its 
principal place of business in Chicago, Illinois. Fife solely owns and controls Typenex. 
FACTS 
Defendants’ Regular Business Of Buying Convertible Notes From Penny Stock Issuers, 
Converting The Notes Into Shares Of Stock, And Selling The Shares In The Market 
17.Defendants have operated a regular business through which they buy convertible 
notes, a type of short-term debt security, from penny stock issuers in need of cash. After 
typically holding the notes for a holding period required by an SEC rule (six months for issuers 
that are required to file periodic and other reports with the SEC, one year for issuers that are not 
required to do so), Defendants convert the notes into newly-issued shares of stock at a deep 

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discount to the prevailing market price. After conversion, Defendants promptly sell that stock 
into the market, locking in a substantial profit. During 2015 through 2020, Defendants sold into 
the public market more than 21 billion newly-issued shares of penny stock from convertible 
notes that they purchased from approximately 135 penny stock issuers. Defendants’ collective 
net profits from this business during 2015 through 2020 were approximately $61 million, the 
majority of which came from the spread between Defendants’ discounted acquisition cost for the 
stock and the prevailing market price. 
18.Fife has the ultimate decision-making power over the Entity Defendants, 
including the power to decide whether to enter each of the convertible deals, to negotiate and 
approve the final deal terms, and to monitor the status of the Entity Defendants’ investments and 
their sales of stock. Several full-time employees of the Entity Defendants assist Fife in locating, 
negotiating, and managing the entities’ transactions. 
19.Fife, personally or through employees of the Entity Defendants, negotiated the 
terms of the convertible notes that Defendants purchased from penny stock issuers (as well as 
amendments to the original terms). Fife or employees of the Entity Defendants also signed the 
contracts by which the Entity Defendants acquired the convertible notes.  
20.Defendants held themselves out to the public as being willing to buy convertible 
notes at a regular place of business, which was in Chicago, Illinois. For example, Defendants 
operated a public website, located at www.chicagoventure.com, that advertised to issuers that the 
Defendants operated businesses engaged in private investment in public equity (“PIPE”) 
transactions through which Defendants would buy the issuers’ stock. Defendants also directly 
solicited microcap issuers by cold calling or emailing issuer representatives. In these direct issuer 
solicitations through phone or email, Defendants typically represented to issuer representatives 

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that Defendants sought to invest in the issuer’s stock and explained the benefits of a convertible 
debt transaction. Defendants also attended conferences at which they solicited penny stock 
issuers in person   
21.Beyond advertising on their website and directly soliciting issuers by phone, 
email, and in person, Defendants also relied on third-party finders, who worked on commission, 
to solicit issuers who were willing to sell convertible notes in exchange for financing from the 
Defendants.   
22.Because the counterparty microcap issuers in Defendants’ convertible note deals 
often had minimal assets, negative cash flow from operations, and unstable operating histories, 
these companies were typically unable to obtain financing from banks. Therefore, Defendants 
were able to negotiate highly favorable terms governing the deals with the financially-strapped 
issuers. 
23.In soliciting issuers for potential convertible note deals, Defendants generally 
targeted microcap issuers that had historically strong trading volumes and a large number of 
authorized but unissued shares. Defendants targeted these types of issuers with the goal of easily 
converting and selling the issuers’ shares acquired through the deals. 
24.Defendants sought to engage in convertible note deals with microcap issuers in 
industries that had recently generated attention. For instance, Defendants entered into convertible 
note deals with microcap issuers in the marijuana, blockchain, bitcoin, vapor, lithium, and gold 
mining industries. Defendants sought out these deals because they believed that public interest in 
these industries typically meant that individual investors would be willing to buy the shares that 
Defendants acquired through the deals.   
25.Defendants obtained nearly all of the stock that they sold in their business directly 

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from the issuers, through note conversions, as opposed to purchases in the secondary market. 
The shares that Defendants obtained through their deals with microcap issuers were newly-
issued, and the sales of the shares in the market significantly increased both the amount of shares 
in the hands of the public and the issuers’ outstanding share totals. Selling large quantities of 
newly-issued shares into the market is a common attribute of a securities dealer. 
26.In addition to profiting from stock sales, the Entity Defendants also charged 
counterparty microcap issuers transaction fees, generally ranging from between $5,000 and 
$25,000 per deal. During the relevant period, the Entity Defendants collected at least $2.12 
million in transaction fees from counterparty microcap issuers. 
27.SEC Rule 144 enables non-affiliates who acquire restricted stock directly from 
the issuer in a private transaction to resell it free of restriction into the market after observing a 
holding period, among other requirements.  [See 17 C.F.R. § 210.144] Defendants timed their 
conversions and sales in an effort to comply with the holding period under Rule 144. For that 
reason, Defendants generally waited either six months (the required Rule 144 holding period for 
securities issued by SEC-reporting companies) or one year (the required Rule 144 holding period 
for securities issued by non-SEC-reporting companies) after purchasing a convertible note before 
they began to exercise their right to convert the note to stock. Fife personally, or through 
employees acting at his direction, arranged for the converted stock to be transferred to 
Defendants’ brokerage accounts either electronically or via mailed certificates. As part of this 
process, Defendants obtained attorney opinion letters to assure brokerage firms that the 
converted stock was not restricted and could be resold to the public.  
28.The convertible notes that Defendants bought from the issuers entitled them to 
receive issuer stock at a substantial discount from the prevailing market price. Each note 

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provided for a discount, which ranged between 7 and 60 percent less than the prevailing market 
price of the stock preceding the conversion request. Defendants normally sold the stock as soon 
after conversion as the market would bear the sales. Defendants did so to lock in their profits. 
Defendants used the telephone and the Internet to place these sell orders. The majority of 
Defendants’ profits resulted from the discounted prices at which they acquired shares from the 
issuers to sell into the market. This mechanism, which gave Defendants a spread or markup on 
the stock that they sold, is a common attribute of a securities dealer. 
29.After holding the convertible debt acquired in a convertible note deal for the six-
month period or one-year period required by Rule 144, Defendants typically sent a conversion 
notice to a counterparty issuer and its transfer agent showing the number of shares owed to 
Defendants. Defendants then worked with the issuer’s transfer agent and broker to have the 
shares issued and deposited into Defendants’ brokerage accounts as quickly as possible, 
including often paying rush fees to expedite this process. 
30.Once brokers deposited the converted shares from the counterparty issuers into 
the Defendants’ brokerage accounts, Defendants typically began selling the shares into the public 
market immediately. However, Defendants generally did not sell all the shares they acquired in a 
convertible note deal all at once. Rather, Defendants staggered their sales over multiple trading 
days in an effort to avoid placing too much sudden downward pressure on the counterparty 
issuer’s stock price in a single trading day. Defendants typically limited their sales in a single 
trading day, aiming for their sales to account for no more than roughly 9 to 15 percent of the 
stock’s daily trading volume.   
31.Defendants’ practice then was to sell the shares they had acquired in a convertible 
note deal continuously on a daily or near-daily basis until Defendants had sold all of their shares 

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into the market. Defendants mostly completed this process in a couple of weeks or less. 
32.Defendants typically aimed to convert only as many shares at a time as they 
believed they could sell into the market within the 10 to 20 days after a conversion. Therefore, 
Defendants commonly converted counterparty issuers’ shares in several different cycles.  
33.Notwithstanding Defendants’ efforts to limit the amount of shares they would sell 
into the market in a single day, Defendants’ conduct frequently depressed the stock price of 
counterparty microcap issuers. Defendants’ practice of selling thousands of a counterparty 
issuer’s newly-issued shares into the market on multiple trading days, as well as their practice of 
converting additional shares soon after they sold previously-converted shares, frequently led to a 
significant decrease in the company’s stock price over time. 
34.While Defendants’ dealer activities frequently depressed the stock price of 
counterparty issuers, causing a decrease in the value of the holdings of those companies’ shares 
owned by other shareholders, Defendants frequently reaped large profits. Defendants obtained 
their profits from the discounts in the purchase price that they negotiated with the counterparty 
issuers, rather than from any appreciation in the stock’s price. 
35.Moreover, many of Defendants’ agreements with counterparty microcap issuers 
contained “true-up” provisions that compelled the issuer to issue additional shares to Defendants 
if the issuer’s stock price decreased in the 15 to 20 business days following a conversion. 
Defendants’ sales of thousands of newly-issued shares into the market frequently led to a 
decrease in the stock price, and, consequently, triggered the true-up provision in these 
agreements. For deals that included these true-up provisions, Defendants essentially guaranteed 
themselves a profit by insulating themselves against any risk of a decrease in the counterparty 
issuer’s stock price. 

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36.Defendants’ dealer business was very lucrative.  The following are examples of 
transactions in which Defendants acquired convertible notes from penny stock issuers, exercised 
their conversion rights, and sold the resulting newly-issued stock into the market for a significant 
profit: 
a.     (“HEMP”) 
i.   On March 31, 2015, Defendant Iliad entered into a securities 
purchase agreement with Hemp Inc., a company whose stock was 
listed for trading on the over-the-counter market (OTCMKTS, 
“HEMP”). According to HEMP’s public filings, HEMP’s business 
is to provide products and services to the medical and recreational 
marijuana industries and to provide products made from industrial 
hemp. 
ii.   Under Iliad’s securities purchase agreement with HEMP, Iliad 
agreed to purchase a convertible note in the amount of $680,000 
issued by HEMP. Under the securities purchase agreement, Iliad’s 
purchase price for the convertible note was $500,000, after an 
origination discount and transaction expenses were set off against 
the principal amount of the note. Iliad made a $375,000 payment 
on March 31, 2015 and an approximately $125,575 payment on 
April 20, 2015. 
iii.   Pursuant to the terms of the convertible note that Iliad acquired 
under the securities purchase agreement with HEMP, Defendants 
converted the amounts that HEMP owed under the agreement on 

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three occasions between May 23, 2016 and August 15, 2016.  In so 
doing, Defendants received a total of over 56 million newly-issued 
HEMP shares.  
iv.   Pursuant to the favorable terms that Defendants negotiated, the 
conversion price for these HEMP shares was 40% less than the 
average of the two lowest closing prices for HEMP stock in the 20 
trading days preceding each conversion.  The terms that 
Defendants negotiated allowed them to spend significantly less 
money to acquire the shares than they would have paid on the open 
market. 
v.   Defendants sold the shares shortly after the shares from each 
conversion were deposited into their accounts, generating net 
profits of $1,083,410, most of which were attributable to the 
discounted acquisition prices that they negotiated. 
b.   (“OPMZ”) 
i.    On December 10, 2015, Defendant Typenex entered into a 
securities purchase agreement with 1PM Industries, Inc., a 
company whose stock was listed for trading on the over-the-
counter market (OTCMKTS, “OPMZ”). According to OPMZ’s 
public filings at the time, OPMZ was primarily in the business of 
selling wellness and edible marijuana products to the public.  

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ii.   Under Typenex’s securities purchase agreement with OPMZ, 
Typenex agreed to purchase a convertible note in the amount of 
$170,000 issued by OPMZ. Under the securities purchase 
agreement, the purchase price of the note was $150,000, after an 
origination discount and transaction expenses were set off against 
the principal amount of the note. Typenex made payments to 
OPMZ of $45,000 on December 15, 2015; $45,000 on March 18, 
2016; $45,000 on March 22, 2016; $22,500 on July 18, 2016, and 
$22,500 on November 14, 2016. Typenex also made payments to a 
finder for the OPMZ deal of $5,000 on December 15, 2015; $5,000 
on March 18, 2015; $2,500 on July 18, 2016; and $2,500 on 
November 14, 2016, as part of the purchase price. 
iii.   Pursuant to the terms of the convertible note that Typenex acquired 
under the securities purchase agreement with OPMZ, Defendants 
converted the amounts that OPMZ owed under the agreement into 
shares of OPMZ stock on 18 separate occasions between August 
2016 and November 2017. In so doing, Defendants received a total 
of over 777 million newly-issued shares of OPMZ stock. 
iv.   Pursuant to the favorable terms that Defendants negotiated, the 
conversion price for these shares of OPMZ was at least 30% less 
than the average of the three lowest closing prices for the stock in 
the 20 trading days preceding each conversion.  The terms that 
Defendants negotiated allowed them to spend significantly less 

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money to acquire the shares than they would have paid on the open 
market. 
v.   Defendants sold the shares shortly after the converted shares were 
deposited into Defendants’ accounts, generating net profits of 
$738,751, most of which were attributable to the discounted 
acquisition prices that they negotiated.        
c.   (“VAPE”) 
i.    On December 3, 2014, Defendant Typenex purchased a 
convertible note from Vape Holdings, Inc., a company whose stock 
was listed for trading on the over-the-counter market (OTCMKTS, 
“VAPE”). According to VAPE’s public filings, VAPE’s business 
is to manufacture and distribute vaporization products, which 
could be used in, among other applications, e-cigarettes. 
ii.   Under Typenex’s securities purchase agreement with VAPE, 
Typenex agreed to purchase a convertible note in the amount of 
$560,000 issued by VAPE. Under the securities purchase 
agreement, the purchase price of the note was $500,000, after an 
origination discount and transaction expenses were set off against 
the principal amount of the note. Typenex made a $475,000 
payment to VAPE on December 4, 2014, and a $25,000 payment 
to another entity on behalf of VAPE that same day as part of the 
purchase price. 

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iii.   Pursuant to the terms of the convertible note that Typenex acquired 
under the securities purchase agreement with VAPE, Defendants 
converted the amounts that VAPE owed under the agreement into 
shares of VAPE stock on 17 occasions between August 2015 and 
February 2016.  In so doing, Defendants received a total of over 91 
million newly issued shares of VAPE stock. 
iv.   Pursuant to the favorable terms that Defendants negotiated, the 
conversion price for these shares of VAPE was at least 30% less 
than the average of the three lowest closing prices for the stock in 
the 10 trading days preceding each conversion.  The terms that 
Defendants negotiated allowed them to spend significantly less 
money to acquire the shares than they would have paid on the open 
market. 
v.   Defendants sold the shares shortly after the converted shares were 
deposited into Defendants’ accounts, generating net profits of 
$454,354, most of which were attributable to the discounted 
acquisition prices that they negotiated. 
37.Defendants continue to convert shares acquired in the convertible debt 
transactions with counterparty microcap issuers and then sell those shares into the market.   
Defendants Violated The Federal Securities Laws By Acting As Unregistered Dealers 
38.Any person engaged in the business of buying and selling securities for such 
person’s own account (through a broker or otherwise) as part of a regular business must register 
as a dealer with the SEC or, in the case of a natural person, associate with a registered dealer.  

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[15 U.S.C. § 78o(a)(1)]. 
39.Defendants used means or instrumentalities of interstate commerce to buy and sell 
securities as part of their regular business. For example, Defendants used the internet to solicit 
microcap issuers, transferred cash through wire transfers, and used email and the telephone to 
negotiate and effectuate sales transactions. Defendants engaged in much of the conduct described 
in this Complaint at their Chicago, Illinois addresses in this District. 
40.While Defendants engaged in this conduct, they were not registered with the SEC 
as dealers or associated with dealers registered with the SEC. 
41.A person who seeks to register with the SEC as a dealer must file an application 
on a form called Form BD. Form BD asks questions about the applicant and its principals, 
controlling persons, and employees. An applicant must file the Form BD with the Central 
Registration Depository, which is operated by FINRA. To register as a dealer, the applicant must 
meet the statutory requirements to engage in a business that involves high professional standards. 
42.Registration with the SEC requires the dealer to provide important information to 
the SEC about its business, including but not limited to the names of the direct and indirect 
owners and executive officers of the business; certain arrangements with other persons or 
entities, the identities of those who control the business; the states in which the dealer does 
business; past criminal or regulatory actions against the dealer or any affiliated person that 
controls the business; and financial information, including bankruptcy history. Further, 
registration requires the dealer to join a self-regulatory organization, such as FINRA, or a 
national security exchange, which assist the SEC in regulating the activities of registered dealers.  
Finally, registered dealers are subject to inspection by the SEC and FINRA to ensure that they 
comply with the securities laws. 

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Defendants Sold Penny Stock 
43.Defendants sold stock that did not meet any of the exceptions from the definition 
of a “penny stock,” as defined by Exchange Act Section 3(a)(51) and Exchange Act Rule 3a51
1. [See 15 U.S.C. § 78c(a)(51); 17 C.F.R. § 240.3a511]. 
44.Defendants therefore participated in the offering of penny stock by acting as 
securities dealers engaged in the selling of penny stocks. 
COUNT 
Violations of Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)]  
[All Defendants] 
45.The SEC realleges and incorporates by reference the allegations set forth in 
paragraphs 1 through 44 above. 
46.By engaging in the conduct described above, Defendants made use of the mails or 
other means or instrumentalities of interstate commerce to effect transactions in, to induce, and 
to attempt to induce, the purchase and sale of, securities as part of a regular business while not 
registered with the SEC as a dealer and when Defendants were not associated with an entity 
registered with the SEC as a dealer. 
47.By reason of the foregoing, Defendants violated, and unless enjoined will likely 
again violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)]. 
RELIEF REQUESTED 
I. 
(Injunctive Relief Against Future Securities Law Violations) 
Enter an Order of Permanent Injunction restraining and enjoining Defendants, their 
officers, agents, servants, employees, attorneys and those persons in active concert or 

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participation with Defendants who receive actual notice of the Order, by personal service or 
otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts, 
practices or courses of business described above, or in conduct of similar purport and object, in 
violation of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]. 
II. 
(Disgorgement of Ill-Gotten Gains) 
Issue an Order requiring Defendants to disgorge, jointly and severally, the ill-gotten gains 
that they received, directly or indirectly, including prejudgment interest. 
III. 
(Civil Penalties) 
 Issue an Order imposing appropriate civil penalties upon Defendants pursuant to Section 
21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 
IV. 
(Penny Stock Bar) 
Issue an Order permanently restraining and enjoining Defendants from participating in 
the offering of any penny stock, including engaging in activities with a broker, dealer, or issuer 
for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any 
penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]. 
V. 
(Retention of Equitable Jurisdiction) 
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 

18 
within the jurisdiction of this Court. 
VI. 
(Other Relief) 
Grant such orders for further relief the Court deems appropriate. 
JURY DEMAND 
Pursuant to Rule 39 of the Federal Rules of Civil Procedure, the SEC demands that this 
case be tried before a jury. 
Dated: September 3, 2020   Respectfully submitted, 
                                                                        UNITED            STATES            SECURITIES            
      AND EXCHANGE COMMISSION
     /s/ Eric M. Phillips                                       
Eric M. Phillips  
Amy S. Cotter 
Jaclyn J. Janssen 
Attorneys for Plaintiff 
Securities and Exchange Commission 
175 W. Jackson Blvd., Suite 1450 
Chicago, IL 60604 
Telephone: (312) 353-7390 
Facsimile: (312) 353-7398 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION,  

Plaintiff, 
 v.

JOHN M. FIFE, CHICAGO VENTURE 
PARTNERS, L.P., ILIAD RESEARCH AND 
TRADING, L.P., ST. GEORGE 
INVESTMENTS LLC, TONAQUINT, INC., 
AND TYPENEX CO-INVESTMENT, LLC. 

Defendants. 

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Civil Action No._________ 

Honorable _________________ 

Jury Trial Demanded 

COMPLAINT 

Plaintiff United States Securities and Exchange Commission (�SEC�) alleges as follows: 

NATURE OF THE ACTION 

1. From at least 2015 through the present Defendant John M. Fife (�Fife�) and five 

entities he owns and controls � Chicago Venture Partners, L.P. (�CVP�), Iliad Research and 

Trading, L.P. (�Iliad�), St. George Investments LLC (�St. George�), Tonaquint, Inc. 

(�Tonaquint�), and Typenex Co-Investment, LLC (�Typenex�) (collectively, the �Entity 

Defendants�) � bought and sold billions of newly-issued shares of microcap securities (i.e., 

penny stocks) and generated millions of dollars from those sales.  

2. In doing so, Fife � who is a recidivist violator of the federal securities laws � and 

the Entity Defendants (together with Fife, �Defendants�) have violated, and continue to violate, 

the mandatory dealer registration requirements of the federal securities laws. 



2 

3. Defendants� business model has been to buy convertible promissory notes�a 

type of security�from penny stock issuers, convert the notes into newly-issued shares of stock, 

and rapidly sell those shares into the public market at a profit. During 2015 through 2019, 

Defendants purchased more than 250 such notes from approximately 135 different microcap 

issuers. Defendants demanded and received highly favorable terms for these notes, including 

terms that gave Defendants deep discounts from the prevailing market price for the shares of 

counterparty microcap issuers. By engaging in a regular business of buying convertible notes and 

then selling the resulting newly-issued shares of microcap companies� stock into the public 

market, Defendants operated as unregistered securities dealers and collectively generated more 

than $61 million in net profits. 

4. In violating the dealer registration requirements of the federal securities laws, 

Defendants avoided regulatory obligations for dealers that govern their conduct in the 

marketplace, including submitting to regulatory inspections and oversight, following financial 

responsibility rules, and maintaining books and records in accordance with applicable regulatory 

requirements. 

5. Through these activities, the Defendants violated Section 15(a)(1) of the 

Securities Exchange Act of 1934 (�Exchange Act�) by acting as unregistered securities dealers.  

[See 15 U.S.C. § 78o(a)(1)] The SEC requests, among other things, that this Court enjoin 

Defendants from committing further violations of the federal securities laws as alleged in this 

Complaint, and order them to pay disgorgement and monetary penalties based upon these 

violations. 

JURISDICTION AND VENUE 

6. The SEC brings this action pursuant to the authority conferred by Section 21(d) of 



3 

the Exchange Act [15 U.S.C. § 78u(d)] seeking to restrain and enjoin Defendants from engaging 

in the acts, practices, transactions and courses of business alleged herein, and for such other 

equitable relief as may be appropriate or necessary for the benefit of investors. 

7. The SEC also seeks a final judgment ordering Defendants to disgorge their ill-

gotten gains and pay prejudgment interest thereon, and ordering Defendants to pay civil money 

penalties pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 

8. This Court has jurisdiction over this action, and venue lies in this District, 

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

Defendants, directly or indirectly, singly or in concert, have made use of the means or 

instruments of transportation or communication in, and the means or instrumentalities of, 

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

courses of business alleged herein. These transactions, acts, practices and courses of business 

occurred in the Northern District of Illinois, which is where the Entity Defendants are located 

and where Fife resides and does business on the Entity Defendants� behalf. 

9. Defendants have, directly and indirectly, made, and are making, use of the mails, 

and of the means and instrumentalities of interstate commerce, in connection with the 

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

10. There is a reasonable likelihood that Defendants will, unless enjoined, continue to 

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

transactions, acts, practices and courses of business of similar purport and object. 

DEFENDANTS 

11. John M. Fife, age 59, resides in Chicago, Illinois. In 2007, the SEC charged Fife 

with violations of 10(b) of the Exchange Act and Rule 10b-5 thereunder for his participation in 



4 

an annuity market timing scheme.  SEC v. Fife, No. 07-C-0347 (N.D. Ill. Jan. 18, 2007). That 

case settled after Fife consented to an injunction, monetary relief, and a bar from associating 

with an investment adviser, with the right to reapply after 18 months. In 2012, in an unrelated 

action, the Financial Industry Regulatory Authority (�FINRA�) barred Fife from association with 

any FINRA member for failing to respond to FINRA requests for information. FINRA Case No. 

2011029203701 (March 2012). 

12. Chicago Venture Partners, L.P. is a Utah limited partnership, with its principal 

place of business in Chicago, Illinois. Fife solely owns and controls CVP. 

13. Iliad Research and Trading, L.P. is a Utah limited partnership, with its principal 

place of business in Chicago, Illinois. Fife solely owns and controls Iliad. 

14. St. George Investments, LLC is a Utah limited company, with its principal place 

of business in Chicago, Illinois. Fife solely owns and controls St. George. 

15. Tonaquint, Inc. is a Utah corporation, with its principal place of business in 

Chicago, Illinois. Fife solely owns and controls Tonaquint. 

16. Typenex Co-Investment, LLC is a Utah limited liability company, with its 

principal place of business in Chicago, Illinois. Fife solely owns and controls Typenex. 

FACTS 

Defendants� Regular Business Of Buying Convertible Notes From Penny Stock Issuers, 
Converting The Notes Into Shares Of Stock, And Selling The Shares In The Market 

17. Defendants have operated a regular business through which they buy convertible 

notes, a type of short-term debt security, from penny stock issuers in need of cash. After 

typically holding the notes for a holding period required by an SEC rule (six months for issuers 

that are required to file periodic and other reports with the SEC, one year for issuers that are not 

required to do so), Defendants convert the notes into newly-issued shares of stock at a deep 



5 

discount to the prevailing market price. After conversion, Defendants promptly sell that stock 

into the market, locking in a substantial profit. During 2015 through 2020, Defendants sold into 

the public market more than 21 billion newly-issued shares of penny stock from convertible 

notes that they purchased from approximately 135 penny stock issuers. Defendants� collective 

net profits from this business during 2015 through 2020 were approximately $61 million, the 

majority of which came from the spread between Defendants� discounted acquisition cost for the 

stock and the prevailing market price. 

18. Fife has the ultimate decision-making power over the Entity Defendants, 

including the power to decide whether to enter each of the convertible deals, to negotiate and 

approve the final deal terms, and to monitor the status of the Entity Defendants� investments and 

their sales of stock. Several full-time employees of the Entity Defendants assist Fife in locating, 

negotiating, and managing the entities� transactions. 

19. Fife, personally or through employees of the Entity Defendants, negotiated the 

terms of the convertible notes that Defendants purchased from penny stock issuers (as well as 

amendments to the original terms). Fife or employees of the Entity Defendants also signed the 

contracts by which the Entity Defendants acquired the convertible notes.  

20. Defendants held themselves out to the public as being willing to buy convertible 

notes at a regular place of business, which was in Chicago, Illinois. For example, Defendants 

operated a public website, located at www.chicagoventure.com, that advertised to issuers that the 

Defendants operated businesses engaged in private investment in public equity (�PIPE�) 

transactions through which Defendants would buy the issuers� stock. Defendants also directly 

solicited microcap issuers by cold calling or emailing issuer representatives. In these direct issuer 

solicitations through phone or email, Defendants typically represented to issuer representatives 



6 

that Defendants sought to invest in the issuer’s stock and explained the benefits of a convertible 

debt transaction. Defendants also attended conferences at which they solicited penny stock 

issuers in person   

21. Beyond advertising on their website and directly soliciting issuers by phone, 

email, and in person, Defendants also relied on third-party finders, who worked on commission, 

to solicit issuers who were willing to sell convertible notes in exchange for financing from the 

Defendants.   

22. Because the counterparty microcap issuers in Defendants’ convertible note deals 

often had minimal assets, negative cash flow from operations, and unstable operating histories, 

these companies were typically unable to obtain financing from banks. Therefore, Defendants 

were able to negotiate highly favorable terms governing the deals with the financially-strapped 

issuers. 

23. In soliciting issuers for potential convertible note deals, Defendants generally 

targeted microcap issuers that had historically strong trading volumes and a large number of 

authorized but unissued shares. Defendants targeted these types of issuers with the goal of easily 

converting and selling the issuers’ shares acquired through the deals. 

24. Defendants sought to engage in convertible note deals with microcap issuers in 

industries that had recently generated attention. For instance, Defendants entered into convertible 

note deals with microcap issuers in the marijuana, blockchain, bitcoin, vapor, lithium, and gold 

mining industries. Defendants sought out these deals because they believed that public interest in 

these industries typically meant that individual investors would be willing to buy the shares that 

Defendants acquired through the deals.   

25. Defendants obtained nearly all of the stock that they sold in their business directly 



7 

from the issuers, through note conversions, as opposed to purchases in the secondary market. 

The shares that Defendants obtained through their deals with microcap issuers were newly-

issued, and the sales of the shares in the market significantly increased both the amount of shares 

in the hands of the public and the issuers� outstanding share totals. Selling large quantities of 

newly-issued shares into the market is a common attribute of a securities dealer. 

26. In addition to profiting from stock sales, the Entity Defendants also charged 

counterparty microcap issuers transaction fees, generally ranging from between $5,000 and 

$25,000 per deal. During the relevant period, the Entity Defendants collected at least $2.12 

million in transaction fees from counterparty microcap issuers. 

27. SEC Rule 144 enables non-affiliates who acquire restricted stock directly from 

the issuer in a private transaction to resell it free of restriction into the market after observing a 

holding period, among other requirements.  [See 17 C.F.R. § 210.144] Defendants timed their 

conversions and sales in an effort to comply with the holding period under Rule 144. For that 

reason, Defendants generally waited either six months (the required Rule 144 holding period for 

securities issued by SEC-reporting companies) or one year (the required Rule 144 holding period 

for securities issued by non-SEC-reporting companies) after purchasing a convertible note before 

they began to exercise their right to convert the note to stock. Fife personally, or through 

employees acting at his direction, arranged for the converted stock to be transferred to 

Defendants� brokerage accounts either electronically or via mailed certificates. As part of this 

process, Defendants obtained attorney opinion letters to assure brokerage firms that the 

converted stock was not restricted and could be resold to the public.  

28. The convertible notes that Defendants bought from the issuers entitled them to 

receive issuer stock at a substantial discount from the prevailing market price. Each note 



8 

provided for a discount, which ranged between 7 and 60 percent less than the prevailing market 

price of the stock preceding the conversion request. Defendants normally sold the stock as soon 

after conversion as the market would bear the sales. Defendants did so to lock in their profits. 

Defendants used the telephone and the Internet to place these sell orders. The majority of 

Defendants’ profits resulted from the discounted prices at which they acquired shares from the 

issuers to sell into the market. This mechanism, which gave Defendants a spread or markup on 

the stock that they sold, is a common attribute of a securities dealer. 

29. After holding the convertible debt acquired in a convertible note deal for the six-

month period or one-year period required by Rule 144, Defendants typically sent a conversion 

notice to a counterparty issuer and its transfer agent showing the number of shares owed to 

Defendants. Defendants then worked with the issuer’s transfer agent and broker to have the 

shares issued and deposited into Defendants’ brokerage accounts as quickly as possible, 

including often paying rush fees to expedite this process. 

30. Once brokers deposited the converted shares from the counterparty issuers into 

the Defendants’ brokerage accounts, Defendants typically began selling the shares into the public 

market immediately. However, Defendants generally did not sell all the shares they acquired in a 

convertible note deal all at once. Rather, Defendants staggered their sales over multiple trading 

days in an effort to avoid placing too much sudden downward pressure on the counterparty 

issuer’s stock price in a single trading day. Defendants typically limited their sales in a single 

trading day, aiming for their sales to account for no more than roughly 9 to 15 percent of the 

stock’s daily trading volume.   

31. Defendants’ practice then was to sell the shares they had acquired in a convertible 

note deal continuously on a daily or near-daily basis until Defendants had sold all of their shares 



9 

into the market. Defendants mostly completed this process in a couple of weeks or less. 

32. Defendants typically aimed to convert only as many shares at a time as they 

believed they could sell into the market within the 10 to 20 days after a conversion. Therefore, 

Defendants commonly converted counterparty issuers� shares in several different cycles.  

33. Notwithstanding Defendants� efforts to limit the amount of shares they would sell 

into the market in a single day, Defendants� conduct frequently depressed the stock price of 

counterparty microcap issuers. Defendants� practice of selling thousands of a counterparty 

issuer�s newly-issued shares into the market on multiple trading days, as well as their practice of 

converting additional shares soon after they sold previously-converted shares, frequently led to a 

significant decrease in the company�s stock price over time. 

34. While Defendants� dealer activities frequently depressed the stock price of 

counterparty issuers, causing a decrease in the value of the holdings of those companies� shares 

owned by other shareholders, Defendants frequently reaped large profits. Defendants obtained 

their profits from the discounts in the purchase price that they negotiated with the counterparty 

issuers, rather than from any appreciation in the stock�s price. 

35. Moreover, many of Defendants� agreements with counterparty microcap issuers 

contained �true-up� provisions that compelled the issuer to issue additional shares to Defendants 

if the issuer�s stock price decreased in the 15 to 20 business days following a conversion. 

Defendants� sales of thousands of newly-issued shares into the market frequently led to a 

decrease in the stock price, and, consequently, triggered the true-up provision in these 

agreements. For deals that included these true-up provisions, Defendants essentially guaranteed 

themselves a profit by insulating themselves against any risk of a decrease in the counterparty 

issuer�s stock price. 



10 

36. Defendants’ dealer business was very lucrative.  The following are examples of 

transactions in which Defendants acquired convertible notes from penny stock issuers, exercised 

their conversion rights, and sold the resulting newly-issued stock into the market for a significant 

profit: 

a.   (“HEMP”) 

i. On March 31, 2015, Defendant Iliad entered into a securities 

purchase agreement with Hemp Inc., a company whose stock was 

listed for trading on the over-the-counter market (OTCMKTS, 

“HEMP”). According to HEMP’s public filings, HEMP’s business 

is to provide products and services to the medical and recreational 

marijuana industries and to provide products made from industrial 

hemp. 

ii. Under Iliad’s securities purchase agreement with HEMP, Iliad 

agreed to purchase a convertible note in the amount of $680,000 

issued by HEMP. Under the securities purchase agreement, Iliad’s 

purchase price for the convertible note was $500,000, after an 

origination discount and transaction expenses were set off against 

the principal amount of the note. Iliad made a $375,000 payment 

on March 31, 2015 and an approximately $125,575 payment on 

April 20, 2015. 

iii. Pursuant to the terms of the convertible note that Iliad acquired 

under the securities purchase agreement with HEMP, Defendants 

converted the amounts that HEMP owed under the agreement on 



11 

three occasions between May 23, 2016 and August 15, 2016.  In so 

doing, Defendants received a total of over 56 million newly-issued 

HEMP shares.  

iv. Pursuant to the favorable terms that Defendants negotiated, the 

conversion price for these HEMP shares was 40% less than the 

average of the two lowest closing prices for HEMP stock in the 20 

trading days preceding each conversion.  The terms that 

Defendants negotiated allowed them to spend significantly less 

money to acquire the shares than they would have paid on the open 

market. 

v. Defendants sold the shares shortly after the shares from each 

conversion were deposited into their accounts, generating net 

profits of $1,083,410, most of which were attributable to the 

discounted acquisition prices that they negotiated. 

b. (“OPMZ”) 

i.  On December 10, 2015, Defendant Typenex entered into a 

securities purchase agreement with 1PM Industries, Inc., a 

company whose stock was listed for trading on the over-the-

counter market (OTCMKTS, “OPMZ”). According to OPMZ’s 

public filings at the time, OPMZ was primarily in the business of 

selling wellness and edible marijuana products to the public.  



12 

ii. Under Typenex�s securities purchase agreement with OPMZ, 

Typenex agreed to purchase a convertible note in the amount of 

$170,000 issued by OPMZ. Under the securities purchase 

agreement, the purchase price of the note was $150,000, after an 

origination discount and transaction expenses were set off against 

the principal amount of the note. Typenex made payments to 

OPMZ of $45,000 on December 15, 2015; $45,000 on March 18, 

2016; $45,000 on March 22, 2016; $22,500 on July 18, 2016, and 

$22,500 on November 14, 2016. Typenex also made payments to a 

finder for the OPMZ deal of $5,000 on December 15, 2015; $5,000 

on March 18, 2015; $2,500 on July 18, 2016; and $2,500 on 

November 14, 2016, as part of the purchase price. 

iii. Pursuant to the terms of the convertible note that Typenex acquired 

under the securities purchase agreement with OPMZ, Defendants 

converted the amounts that OPMZ owed under the agreement into 

shares of OPMZ stock on 18 separate occasions between August 

2016 and November 2017. In so doing, Defendants received a total 

of over 777 million newly-issued shares of OPMZ stock. 

iv. Pursuant to the favorable terms that Defendants negotiated, the 

conversion price for these shares of OPMZ was at least 30% less 

than the average of the three lowest closing prices for the stock in 

the 20 trading days preceding each conversion.  The terms that 

Defendants negotiated allowed them to spend significantly less 



13 

money to acquire the shares than they would have paid on the open 

market. 

v. Defendants sold the shares shortly after the converted shares were 

deposited into Defendants’ accounts, generating net profits of 

$738,751, most of which were attributable to the discounted 

acquisition prices that they negotiated.        

c. (“VAPE”) 

i.  On December 3, 2014, Defendant Typenex purchased a 

convertible note from Vape Holdings, Inc., a company whose stock 

was listed for trading on the over-the-counter market (OTCMKTS, 

“VAPE”). According to VAPE’s public filings, VAPE’s business 

is to manufacture and distribute vaporization products, which 

could be used in, among other applications, e-cigarettes. 

ii. Under Typenex’s securities purchase agreement with VAPE, 

Typenex agreed to purchase a convertible note in the amount of 

$560,000 issued by VAPE. Under the securities purchase 

agreement, the purchase price of the note was $500,000, after an 

origination discount and transaction expenses were set off against 

the principal amount of the note. Typenex made a $475,000 

payment to VAPE on December 4, 2014, and a $25,000 payment 

to another entity on behalf of VAPE that same day as part of the 

purchase price. 



14 

iii. Pursuant to the terms of the convertible note that Typenex acquired 

under the securities purchase agreement with VAPE, Defendants 

converted the amounts that VAPE owed under the agreement into 

shares of VAPE stock on 17 occasions between August 2015 and 

February 2016.  In so doing, Defendants received a total of over 91 

million newly issued shares of VAPE stock. 

iv. Pursuant to the favorable terms that Defendants negotiated, the 

conversion price for these shares of VAPE was at least 30% less 

than the average of the three lowest closing prices for the stock in 

the 10 trading days preceding each conversion.  The terms that 

Defendants negotiated allowed them to spend significantly less 

money to acquire the shares than they would have paid on the open 

market. 

v. Defendants sold the shares shortly after the converted shares were 

deposited into Defendants� accounts, generating net profits of 

$454,354, most of which were attributable to the discounted 

acquisition prices that they negotiated. 

37. Defendants continue to convert shares acquired in the convertible debt 

transactions with counterparty microcap issuers and then sell those shares into the market.   

Defendants Violated The Federal Securities Laws By Acting As Unregistered Dealers 

38. Any person engaged in the business of buying and selling securities for such 

person�s own account (through a broker or otherwise) as part of a regular business must register 

as a dealer with the SEC or, in the case of a natural person, associate with a registered dealer.  



15 

[15 U.S.C. § 78o(a)(1)]. 

39. Defendants used means or instrumentalities of interstate commerce to buy and sell 

securities as part of their regular business. For example, Defendants used the internet to solicit 

microcap issuers, transferred cash through wire transfers, and used email and the telephone to 

negotiate and effectuate sales transactions. Defendants engaged in much of the conduct described 

in this Complaint at their Chicago, Illinois addresses in this District. 

40. While Defendants engaged in this conduct, they were not registered with the SEC 

as dealers or associated with dealers registered with the SEC. 

41. A person who seeks to register with the SEC as a dealer must file an application 

on a form called Form BD. Form BD asks questions about the applicant and its principals, 

controlling persons, and employees. An applicant must file the Form BD with the Central 

Registration Depository, which is operated by FINRA. To register as a dealer, the applicant must 

meet the statutory requirements to engage in a business that involves high professional standards. 

42. Registration with the SEC requires the dealer to provide important information to 

the SEC about its business, including but not limited to the names of the direct and indirect 

owners and executive officers of the business; certain arrangements with other persons or 

entities, the identities of those who control the business; the states in which the dealer does 

business; past criminal or regulatory actions against the dealer or any affiliated person that 

controls the business; and financial information, including bankruptcy history. Further, 

registration requires the dealer to join a self-regulatory organization, such as FINRA, or a 

national security exchange, which assist the SEC in regulating the activities of registered dealers.  

Finally, registered dealers are subject to inspection by the SEC and FINRA to ensure that they 

comply with the securities laws. 



16 

Defendants Sold Penny Stock 

43. Defendants sold stock that did not meet any of the exceptions from the definition 

of a �penny stock,� as defined by Exchange Act Section 3(a)(51) and Exchange Act Rule 3a51

1. [See 15 U.S.C. § 78c(a)(51); 17 C.F.R. § 240.3a51 1]. 

44. Defendants therefore participated in the offering of penny stock by acting as 

securities dealers engaged in the selling of penny stocks. 

COUNT 

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

[All Defendants] 

45. The SEC realleges and incorporates by reference the allegations set forth in 

paragraphs 1 through 44 above. 

46. By engaging in the conduct described above, Defendants made use of the mails or 

other means or instrumentalities of interstate commerce to effect transactions in, to induce, and 

to attempt to induce, the purchase and sale of, securities as part of a regular business while not 

registered with the SEC as a dealer and when Defendants were not associated with an entity 

registered with the SEC as a dealer. 

47. By reason of the foregoing, Defendants violated, and unless enjoined will likely 

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

RELIEF REQUESTED 

I. 

(Injunctive Relief Against Future Securities Law Violations) 

Enter an Order of Permanent Injunction restraining and enjoining Defendants, their 

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



17 

participation with Defendants who receive actual notice of the Order, by personal service or 

otherwise, and each of them from, directly or indirectly, engaging in the transactions, acts, 

practices or courses of business described above, or in conduct of similar purport and object, in 

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

II. 

(Disgorgement of Ill-Gotten Gains) 

Issue an Order requiring Defendants to disgorge, jointly and severally, the ill-gotten gains 

that they received, directly or indirectly, including prejudgment interest. 

III. 

(Civil Penalties) 

 Issue an Order imposing appropriate civil penalties upon Defendants pursuant to Section 

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

IV. 

(Penny Stock Bar) 

Issue an Order permanently restraining and enjoining Defendants from participating in 

the offering of any penny stock, including engaging in activities with a broker, dealer, or issuer 

for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any 

penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]. 

V. 

(Retention of Equitable Jurisdiction) 

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 



18 

within the jurisdiction of this Court. 

VI. 

(Other Relief) 

Grant such orders for further relief the Court deems appropriate. 

JURY DEMAND 

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

case be tried before a jury. 

Dated: September 3, 2020   Respectfully submitted, 

      UNITED STATES SECURITIES 
      AND EXCHANGE COMMISSION

     /s/ Eric M. Phillips                                       
Eric M. Phillips  
Amy S. Cotter 
Jaclyn J. Janssen 
Attorneys for Plaintiff 
Securities and Exchange Commission 
175 W. Jackson Blvd., Suite 1450 
Chicago, IL 60604 
Telephone: (312) 353-7390 
Facsimile: (312) 353-7398 

Attorneys for Plaintiff 
U.S. Securities and Exchange Commission