Securities and Exchange Commission v. Scott P. Strochak

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.: ________________________

SECURITIES AND EXCHANGE COMMISSION, )
        )
    Plaintiff,   )
        )
v.        )
        )
SCOTT P. STROCHAK,     )
        )
    Defendant.   )
_______________________________________________ )

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Securities and Exchange Commission (“Commission”) alleges as follows:

INTRODUCTION

1. The Commission brings  this  action  against  Scott  P.  Strochak  (“Defendant”)  for
violating the antifraud and registration provisions of the federal securities laws.
2. From  at  least  as  early  as  February  2018,  through  in  or  about  February  2019,
Defendant  participated  in  a  fraudulent  scheme  that  raised  nearly  $3.8  million  from  at  least
seventeen  investors  nationwide,  by  acting  as  the  unregistered  head  sales  agent  for  Castleberry
Financial  Services  Group,  LLC  (“Castleberry”)  and  directly  soliciting  prospective  investors  to
invest in Castleberry’s funds based on false representations.
3. Castleberry,   a   South   Florida-based   company,   purported   to   be   a   successful
“Alternative  Investment  Manager,”  falsely claiming it    had    hundreds  of  millions  of  dollars  in
capital invested in  local  businesses  and a  portfolio  of  hundreds  of  real  estate  properties  that
generated   tens of millions of dollars in revenue annually.  In truth, Castleberry never had   millions

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of  dollars  invested in  businesses  or  real  estate  and  never  derived significant  revenue  from
investments.
4. Castleberry purported to provide investors “principal-protected ‘equity-like’ fixed
income returns” by investing and managing “surety-bond protected funds on behalf of investors.”
Castleberry’s offering materials and investor solicitations claimed the principal invested into its
funds was “fully  insured  and  bonded”  by  leading  insurance  companies  such  as  CNA  Surety
(“CNA”) and Chubb Group of Companies (“Chubb”).  In truth, Castleberry investor funds were
neither bonded nor insured, and neither CNA nor Chubb had a relationship with Castleberry.
5. In  his  role  as  the  principal  sales  agent  for  Castleberry  investments,  Defendant
directly disseminated Castleberry’s  misrepresentations  to  investors  and  featured  them  in  his
investor solicitations despite knowing, or being reckless in not knowing, the falsity of the above
claims  regarding  Castleberry  and  its  investment  offerings.    Through his  fraudulent  conduct,
Defendant raised $2.1 million from at least seven investors for Castleberry and received more than
$245,000, including at least $48,000 in sales commissions, from Castleberry.
6. Through this misconduct, Defendant violated Section 17(a) of the Securities Act of
1933  (“Securities  Act”)  and Sections 10(b) and  15(a)  of  the  Securities  Exchange  Act  of  1934
(“Exchange Act”)  and  Rule  10b-5  thereunder.     Unless  restrained  and  enjoined,  Defendant  is
reasonably likely to engage in future violations of the federal securities laws.
THE DEFENDANT
7. Strochak, age 58, resides in the Southern District of Florida.  At the time of the
conduct  described  herein, Defendant  was employed  as  the  Senior Executive Vice President and
Director  of  Alternative  Investments  of  Castleberry.    Defendant  was previously employed  with
Morgan Stanley as a registered representative from 2009 to 2015.  Defendant also was associated

3
with  Suntrust  Equitable  Securities  (2000-2001),  Neuberger  Berman,  LLC  (2001-2005),  and
Merrill  Lynch  (2005-2009)  and  held  Series  7,  9,  10,  63, and  66  licenses.    In  August  2016,
Defendant was suspended from associating with any FINRA-member firm for six months due to
failure to comply with two arbitration awards.  Defendant is not, and was not at the time of the
conduct described herein, registered with the Commission as a broker or dealer.
RELATED ENTITY
8. Castleberry  was  a  Florida  limited  liability  company  with  its  principal  place  of
business  in  Wellington,  Florida.    Castleberry’s  principals  were  T.  Jonathon  Turner,  its  Vice
Chairman, President, and COO, and Norman M. Strell, its Chairman, CEO and CFO.  Castleberry’s
investment offerings were not registered with the Commission.
JURISDICTION AND VENUE
9. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d) and 77v(a)], and Sections 21(d), 21(e), and
27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)].
10. This  Court  has  personal  jurisdiction  over  Defendant  and  venue  is  proper  in  the
Southern District of Florida because Defendant resides in this District and many of Defendant’s
acts and transactions constituting the violations of the Securities Act and Exchange Act occurred
in the Southern District of Florida.
11. In  connection  with  the  conduct  alleged  in  this  Complaint,  Defendant,  directly  or
indirectly, singly or in concert with others, made use of the means or instruments of transportation
and communication in interstate commerce, and the mails.

4
THE FRAUDULENT SCHEME
A. The Castleberry Securities Offerings
12. In   offering   materials   intended   to   lure   prospective   investors   into   investing,
Castleberry promoted itself as “a leading Alternative Investment Manager” with a five-year history
of “deploying almost $200 million in capital across the balance sheets of leading local businesses.”
Castleberry  purported  to  provide  “principal-protected  ‘equity-like’  fixed  income  returns”  by
managing seven separate “surety-bond protected funds” for investors.
13. Castleberry offered investors guaranteed returns ranging from 7.93% to 12.23% per
year, depending on the fund and the number of years invested.  While Castleberry’s materials listed
seven  funds,  aside  from  the  investment  amount  required  and  return  rates,  there  were  no  stated
differences  among  the  funds  in  what  they  purported  to  invest  in,  such  as  real  estate  or  business
investment funds.  Contrary to its representation that it managed seven separate funds, investors’
proceeds were deposited into Castleberry’s sole bank account, where the funds were pooled.
14. Castleberry offering materials and solicitations represented that investor proceeds
would  be  invested  in  real  estate  and  distressed  businesses  to  generate  high  returns  from  which
investor  returns  would  be  paid.    Investor  returns  were  therefore  dependent  upon  the  efforts  of
Castleberry,  Turner,  and  Strell,  who  exercised  exclusive  control  over  how  investor  funds  were
used.  However, they did not invest investor funds or generate any significant income.  However,
instead of investing, Turner and Strell misused and misappropriated investor funds to pay for their
own personal expenses and unjustly enrich themselves.
15. Castleberry falsely represented to investors that the investment principal was fully
insured and bonded.  These representations were made in  offering materials, such as the company’s
web  pages  and the  company’s  “Quarterly  Newsletter”  published  in  January  2018  and  again  in

5
January 2019.  Strochak also knowingly made these false and misleading representations directly
to investors and prospective investors.  These materials falsely and misleadingly represented that
the  guarantees  were  provided  by  “best  rated  companies”  and  explicitly  mentioned  CNA  Surety
(“CNA”)  and  Chubb  Group  of  Companies  (“Chubb”)  as  two  of  the  companies  providing  these
guarantees.  Several Castleberry promotional materials featured the logos of CNA and Chubb and
descriptions  of  the  companies.    For  example,  the  first  page  of  the  company’s  January  2019
Quarterly Newsletter featured   these graphics:

16. Castleberry   used an   investment   agreement   entitled “Alternative   Investment
Agreement” (the “Agreement”).  The Agreement stated, in bold letters: “YOUR INVESTMENT
IS   FULLY   INSURED   AND   BONDED   THROUGH   CNA   SURETY   OR   ONE   OF   ITS
AUTHORIZED AFFILIATES.”
17. In order to mislead prospective investors into believing that their investment would
be safe, Castleberry promised   to provide investors with a certification guaranteeing the investor’s
deposited funds  were  bonded  and  insured.    To  deceive  investors  who  deposited  funds  with
Castleberry, the company  often provided   investors with a falsified document  purporting to be a
CNA issued financial guarantee bond.

6
B. Defendant’s Investor Solicitations
18. Defendant joined Castleberry at the end of 2017, when it first started raising funds
from  the  public.    Defendant  was  the  only  sales  agent  employed  by  Castleberry,  which  was  just
commencing operations and setting up its office in a newly leased space Defendant shared with
Turner, Strell, and two office assistants.  Defendant knew or was reckless in not knowing the falsity
of Castleberry’s claims that it was an established investment company with a successful five-year
history, hundreds of investors, and a large portfolio of income generating real estate and business
investments.
19. Defendant   solicited   prospective   investors   who   were   former   customers   of
Defendant’s from his previous employment, and identified new investors through networking and
group  presentations.    Defendant  solicited  investors  and  prospective  investors  through  oral
presentations, telephone and electronic communications, and by distributing Castleberry’s offering
materials and utilizing Castleberry’s publicly available website, and advised them on the merits of
the investments.  Defendant also provided the Agreement to potential investors and was one of the
signatories for Castleberry at the time of execution.
20. Defendant  sold  investors  Castleberry  securities  in  private-placement  offerings,
thereby raising a portion of the $3.8 million of investor proceeds.  Castleberry directly or indirectly
paid  Strochak  at  least  $48,000  in  transaction-based  commissions  for  his  sales  of  Castleberry
securities.
21. Strochak was not registered with the Commission pursuant to Section 15(a) of the
Exchange Act [15 U.S.C. § 78o(a)], nor was he associated with any registered broker-dealer during
this time period.

7
1. Defendant falsely represented that Castleberry investments were bonded and
insured by leading insurance companies.

22. Throughout  his  solicitation  of investors,  Defendant  represented  to  investors  that
their  Castleberry  investments  would  be  safe  and  secure, describing  the  investment  offerings  as
“fully bonded and insured,” protected by “twin layers of insurance,” and insured against financial
loss.  Defendant used Castleberry offering materials, investment agreements, publically available
“newsletters”  and  corporate  website  materials,  which  claimed  Castleberry’s  securities  were
“insured,”  “principal-protected,”  “surety-bond  protected,”  and  “guaranteed”  through  leading
insurance   companies   CNA   and   Chubb.      Moreover,   Castleberry’s   Alternative   Investment
Agreement,  which  Defendant  used  in  his  solicitations  and  signed  on  at  least  one  occasion,
explicitly stated that CNA guaranteed investors’ principal.  These representations were false, and
Defendant knew or was reckless in not knowing they were false.
23. Castleberry’s investment offerings were not bonded or insured.  In fact, CNA and
Chubb had no business relationship with Castleberry, never issued any “financial guarantee bonds”
or  insurance  protection  for  its  investments,  and  never  authorized  Castleberry  to  use  their
companies’ names, logos, or descriptions of corporate services in any sales materials.
24. Defendant, who had 35 years of experience in the financial services industry, knew
or was reckless in not knowing that the representations that the investment principal was “fully
bonded  and  insured”  were  false.    Several  red  flags  arose  during  Defendant’s  employment  with
Castleberry indicating that Castleberry was not insuring or bonding the investments as promised.
More  than  one  investor whom Defendant  had successfully convinced  to  invest  complained  to
Defendant  that  they  never  received  proof  of  the  promised surety  bond.    In  May  2018,  one  of
Defendant’s first investors requested a return of the investment principal because of concerns about
the legitimacy of the purported bond and insurance papers provided.  The lawyer for another early

8
investor complained to Defendant about the bond paperwork and told Defendant that Castleberry
“looked like a Ponzi-scheme.”  Defendant recklessly disregarded these red flags and continued to
misrepresent  to  potential  investors  that  Castleberry  investment  funds  were  bonded and  insured,
and  continued  to  disseminate  to  investors  the  Castleberry  promotional  and  offering  materials
containing misrepresentations.
2.  Defendant misrepresented Castleberry’s profitability.
25. In its January 2018 and January 2019 Quarterly Newsletters, Castleberry claimed
to  have  a  portfolio  of  real  estate  properties  and that  the  rental  income,  after  property  taxes  and
maintenance,  gave  it  “gross  income  of  $2,819,355  per  year.”    Castleberry  also  claimed  to  have
realized more than $40 million in sales in 2017, with a net profit in excess of $13 million.  For
2018, Castleberry claimed to have increased sales to $106 million, with a net profit of almost $32
million.   Contrary  to  these claims, Castleberry had no  discernable  investments  in  the  revenue
generating operations touted and generated almost no rental or business income during 2017 and
2018.
26. Defendant knew  or  was  reckless  in  not  knowing that the  claims  regarding
Castleberry’s profitability were false.  First, as Castleberry’s VP of sales and its  sole sales agent
until December 2018, Defendant oversaw Castleberry’s sales operations and, consequently, knew
that Castleberry did not raise and invest tens of millions in 2018.  Second, Defendant knew that
investors who sought to withdraw their principal were often denied a refund because Castleberry
did  not  have  sufficient  funds  to  honor  their  requests.    Finally,  Defendant  knew  that  Castleberry
had cash flow problems inconsistent with the well-capitalized and profitable business represented
to investors.

9
27. Despite the red  flags  indicating  that  these  representations  were  false,  Defendant
continued to promote Castleberry as a company that earned high returns by acquiring and investing
in  real  estate  and  distressed  businesses  and  continued  to  provide  investors  offering  materials
misrepresenting Castleberry’s profits.
3. Defendant misrepresented  Castleberry’s  amount  of  capital  invested  and  the
number of Castleberry investors.

28. In  January  2018,  Castleberry’s  publicly  available  promotional  materials  claimed
that over its five year history the company had deployed “almost $200 million in capital across the
balance sheets of leading local businesses” and that it managed “surety-bond protected funds on
behalf  of  over  800  individual  investors  across  the  country.”    By  January  2019,  Castleberry’s
publicly available promotional materials claimed that the company had “almost $800 million in
capital invested across the balance sheets of leading local businesses” and “over 1100 individual
investors across the country.”  These claims were false.
29. Defendant  knew  or  was reckless  in  not  knowing  that  the  claims  regarding
Castleberry’s amount of capital invested and number of investors were false.  Defendant knew or
recklessly  disregarded  that  if  these  claims  were  true,  it  would  mean  that  Castleberry  grew  by
around $600 million in capital and 300 investors in 2018.  Yet, Defendant, who was the sole sales
agent for Castleberry until December 2018, knew that he brought in only about $2 million from
about  seven  investors  in  2018.   Nevertheless, Defendant  continued to repeat Castleberry’s false
claims  regarding  its  capital  and  number  of  investors  and  disseminated  Castleberry  offering
materials containing the misrepresentations to investors.

10
COUNT I
Fraud in the Offer or Sale of Securities in Violation of
Section 17(a)(1) of the Securities Act
30. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint
as if fully set forth herein.
31. Beginning in or about February 2018 and continuing through in or about February
2019, Defendant, directly and indirectly, in the offer or sale of any securities by use of the means
or instruments of transportation or communication in interstate commerce and by use of the mails,
knowingly or recklessly employed devices, schemes, or artifices to defraud.
32. By reason of the foregoing, Defendant directly and indirectly violated, and unless
enjoined, is reasonably  likely  to  continue  to  violate, Section 17(a)(1)  of  the  Securities  Act  [15
U.S.C. § 77q(a)(1)].
COUNT II
Fraud in the Offer or Sale of Securities in Violation of
Section 17(a)(2) of the Securities Act
33. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint
as if fully set forth herein.
34. Beginning in or about February 2018 and continuing through  in or about February
2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or
instruments of transportation or communication in interstate commerce and by use of the mails,
negligently obtained  money  or  property  by  means  of  untrue  statements  of  material  facts  and
omissions  to  state  material  facts  necessary  to  make  the  statements made,  in  the  light  of  the
circumstances under which they were made, not misleading.

11
35. By reason of the foregoing, Defendant directly and indirectly violated, and unless
enjoined, is reasonably  likely  to continue  to  violate, Section 17(a)(2)  of  the  Securities  Act  [15
U.S.C. § 77q(a)(2)].
COUNT III
Fraud in the Offer or Sale of Securities in
Violation of Section 17(a)(3) of the Securities Act

36. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint
as if fully set forth herein.
37. Beginning in or about February 2018 and continuing through in or about February
2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or
instruments of transportation or communication in interstate commerce and by use of the mails,
negligently engaged in acts,  transactions, practices, and courses of business which operated as a
fraud or deceit upon purchasers and prospective purchasers of such securities.
38. By reason of the foregoing, Defendant directly and indirectly violated, and unless
enjoined, is reasonably  likely  to  continue  to  violate,  Section  17(a)(3)  of  the  Securities  Act  [15
U.S.C. § 77q(a)(3)].
COUNT IV
Fraud in Connection with the Purchase or Sale of Securities in Violation
of Section 10(b) and Rule 10b-5 of the Exchange Act
39. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint
as if fully set forth herein.
40. Beginning in or about February 2018 and continuing through in or about February
2019, Defendant, in connection with the purchase or sale of securities, by use of the means and
instrumentalities of interstate commerce and by use of the mails, directly and indirectly, knowingly
or recklessly, (a) employed devices, schemes,  or artifices to defraud; (b) made untrue statements
of material facts or omitted to state material facts necessary in order to make the statements made,

12
in light of the circumstances under which they were made, not misleading; or (c) engaged in acts,
practices, or courses of business which operated as a fraud or deceit upon other persons.
41. By reason of the foregoing, Defendant directly and indirectly violated, and unless
enjoined, is reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C.
§ 78j(b)] a nd Rule 10b-5 [17 C.F.R. § 240.10b-5]   thereunder.
COUNT V
Unlawfully Operating as a Broker-Dealer
Without Registering with the Commission in
Violation of Section 15(a) of the Exchange Act
42. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint
as if fully set forth herein.
43. Beginning in or about February 2018 and continuing through in or about February
2019, Defendant  acted  as  broker  or  dealer  and  made  use  of  the  mails  and  any  means  or
instrumentality of interstate commerce to effect transactions in securities, or to induce or attempt
to induce the purchase or sale of securities, without being associated with a broker or dealer that
was  registered  with  the  Commission  in  accordance  with  Section  15(b)  of  the  Exchange  Act,  15
U.S.C. § 78o(b).
44. By reason of the foregoing, Defendant directly and indirectly violated, and unless
enjoined, is reasonably likely to continue to violate, Section 15(a) of the Exchange Act [15 U.S.C.
§ 78o(a)].
RELIEF REQUESTED
WHEREFORE,   the   Commission   respectfully   requests   the   Court   find   Defendant
committed the violations alleged, and:

13
I.
Permanent Injunctive Relief
 Issue  a  Permanent  Injunction  restraining  and  enjoining  Defendant,  his  agents,  servants,
employees, attorneys, and all persons in active concert or participation with him, and each of them,
from  violating  Section  17(a)  of  the  Securities  Act  [15  U.S.C.  §  77q(a)]  and  Sections  10(b)  and
15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)] and Rules 10b-5   thereunder [17 C.F.R.
§ 240.10b-5]  .
II.
Disgorgement and Prejudgment Interest
 Issue an Order directing Defendant to disgorge all ill-gotten profits or proceeds received
from  investors  as  a  result  of  the  acts  and/or  courses  of  conduct  complained  of  herein,  with
prejudgment interest thereon.
III.
Civil Money Penalties
 Issue an Order directing Defendant to pay civil money penalties pursuant to Section 20(d)
of  the  Securities  Act  [15  U.S.C.  §  77t(d)]  and Section  21(d)  of  the  Exchange  Act  [15  U.S.C.  §
78(d)].
IV.
Further Relief
 Grant such other and further relief as may be necessary and appropriate.

14
V.
Retention of Jurisdiction
 Further,  the  Commission  respectfully  requests  that  the  Court  retain  jurisdiction  over  this
action in order to implement and  carry  out  the  terms  of  all  orders  and  decrees  that  may  hereby  be
entered,  or  to  entertain  any  suitable  application  or  motion  by  the  Commission  for  additional  relief
within the jurisdiction of this Court.
Dated:  August 16, 2019

      Respectfully submitted,

            By:   Alejandro O. Soto
Alejandro O. Soto
      Senior Trial Counsel
      Florida Bar No. 172847
 Telephone: (305) 982-6313
 Email: [email protected]

      Eric E. Morales
 Senior Counsel
 Florida Bar No. 1010791
 Telephone: (305) 416-6210
     Email: [email protected]

      Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
      801 Brickell Avenue, Suite 1800
      Miami, Florida  33131
      Telephone: (305) 982-6300

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO.: ________________________                 

 
SECURITIES AND EXCHANGE COMMISSION, ) 
        ) 
    Plaintiff,   ) 
        ) 
v.        ) 
        ) 
SCOTT P. STROCHAK,     ) 
        )   
    Defendant.   ) 
_______________________________________________ ) 

 
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

 
Plaintiff Securities and Exchange Commission (“Commission”) alleges as follows: 
 

INTRODUCTION 
 
1. The Commission brings this action against Scott P. Strochak (“Defendant”) for 

violating the antifraud and registration provisions of the federal securities laws.   

2. From at least as early as February 2018, through in or about February 2019, 

Defendant participated in a fraudulent scheme that raised nearly $3.8 million from at least 

seventeen investors nationwide, by acting as the unregistered head sales agent for Castleberry 

Financial Services Group, LLC (“Castleberry”) and directly soliciting prospective investors to 

invest in Castleberry’s funds based on false representations.   

3. Castleberry, a South Florida-based company, purported to be a successful 

“Alternative Investment Manager,” falsely claiming it had hundreds of millions of dollars in 

capital invested in local businesses and a portfolio of hundreds of real estate properties that 

generated tens of millions of dollars in revenue annually.  In truth, Castleberry never had millions 

Case 9:19-cv-81164-RAR   Document 1   Entered on FLSD Docket 08/16/2019   Page 1 of 14



 2 

of dollars invested in businesses or real estate and never derived significant revenue from 

investments.   

4. Castleberry purported to provide investors “principal-protected ‘equity-like’ fixed 

income returns” by investing and managing “surety-bond protected funds on behalf of investors.” 

Castleberry’s offering materials and investor solicitations claimed the principal invested into its 

funds was “fully insured and bonded” by leading insurance companies such as CNA Surety 

(“CNA”) and Chubb Group of Companies (“Chubb”).  In truth, Castleberry investor funds were 

neither bonded nor insured, and neither CNA nor Chubb had a relationship with Castleberry.   

5. In his role as the principal sales agent for Castleberry investments, Defendant 

directly disseminated Castleberry’s misrepresentations to investors and featured them in his 

investor solicitations despite knowing, or being reckless in not knowing, the falsity of the above 

claims regarding Castleberry and its investment offerings.  Through his fraudulent conduct, 

Defendant raised $2.1 million from at least seven investors for Castleberry and received more than 

$245,000, including at least $48,000 in sales commissions, from Castleberry.   

6. Through this misconduct, Defendant violated Section 17(a) of the Securities Act of 

1933 (“Securities Act”) and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 

(“Exchange Act”) and Rule 10b-5 thereunder.  Unless restrained and enjoined, Defendant is 

reasonably likely to engage in future violations of the federal securities laws.      

THE DEFENDANT 

7. Strochak, age 58, resides in the Southern District of Florida.  At the time of the 

conduct described herein, Defendant was employed as the Senior Executive Vice President and 

Director of Alternative Investments of Castleberry.  Defendant was previously employed with 

Morgan Stanley as a registered representative from 2009 to 2015.  Defendant also was associated 

Case 9:19-cv-81164-RAR   Document 1   Entered on FLSD Docket 08/16/2019   Page 2 of 14



 3 

with Suntrust Equitable Securities (2000-2001), Neuberger Berman, LLC (2001-2005), and 

Merrill Lynch (2005-2009) and held Series 7, 9, 10, 63, and 66 licenses.  In August 2016, 

Defendant was suspended from associating with any FINRA-member firm for six months due to 

failure to comply with two arbitration awards.  Defendant is not, and was not at the time of the 

conduct described herein, registered with the Commission as a broker or dealer.   

RELATED ENTITY 

8. Castleberry was a Florida limited liability company with its principal place of 

business in Wellington, Florida.  Castleberry’s principals were T. Jonathon Turner, its Vice 

Chairman, President, and COO, and Norman M. Strell, its Chairman, CEO and CFO.  Castleberry’s 

investment offerings were not registered with the Commission.  

JURISDICTION AND VENUE 

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

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

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

10. This Court has personal jurisdiction over Defendant and venue is proper in the 

Southern District of Florida because Defendant resides in this District and many of Defendant’s 

acts and transactions constituting the violations of the Securities Act and Exchange Act occurred 

in the Southern District of Florida.   

11. In connection with the conduct alleged in this Complaint, Defendant, directly or 

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

and communication in interstate commerce, and the mails. 

  

Case 9:19-cv-81164-RAR   Document 1   Entered on FLSD Docket 08/16/2019   Page 3 of 14



 4 

THE FRAUDULENT SCHEME 

A. The Castleberry Securities Offerings  

12. In offering materials intended to lure prospective investors into investing, 

Castleberry promoted itself as “a leading Alternative Investment Manager” with a five-year history 

of “deploying almost $200 million in capital across the balance sheets of leading local businesses.” 

Castleberry purported to provide “principal-protected ‘equity-like’ fixed income returns” by 

managing seven separate “surety-bond protected funds” for investors.   

13. Castleberry offered investors guaranteed returns ranging from 7.93% to 12.23% per 

year, depending on the fund and the number of years invested.  While Castleberry’s materials listed 

seven funds, aside from the investment amount required and return rates, there were no stated 

differences among the funds in what they purported to invest in, such as real estate or business 

investment funds.  Contrary to its representation that it managed seven separate funds, investors’ 

proceeds were deposited into Castleberry’s sole bank account, where the funds were pooled.   

14. Castleberry offering materials and solicitations represented that investor proceeds 

would be invested in real estate and distressed businesses to generate high returns from which 

investor returns would be paid.  Investor returns were therefore dependent upon the efforts of 

Castleberry, Turner, and Strell, who exercised exclusive control over how investor funds were 

used.  However, they did not invest investor funds or generate any significant income.  However, 

instead of investing, Turner and Strell misused and misappropriated investor funds to pay for their 

own personal expenses and unjustly enrich themselves. 

15. Castleberry falsely represented to investors that the investment principal was fully 

insured and bonded.  These representations were made in offering materials, such as the company’s 

web pages and the company’s “Quarterly Newsletter” published in January 2018 and again in 

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January 2019.  Strochak also knowingly made these false and misleading representations directly 

to investors and prospective investors.  These materials falsely and misleadingly represented that 

the guarantees were provided by “best rated companies” and explicitly mentioned CNA Surety 

(“CNA”) and Chubb Group of Companies (“Chubb”) as two of the companies providing these 

guarantees.  Several Castleberry promotional materials featured the logos of CNA and Chubb and 

descriptions of the companies.  For example, the first page of the company’s January 2019 

Quarterly Newsletter featured these graphics:  

 

16. Castleberry used an investment agreement entitled “Alternative Investment 

Agreement” (the “Agreement”).  The Agreement stated, in bold letters: “YOUR INVESTMENT 

IS FULLY INSURED AND BONDED THROUGH CNA SURETY OR ONE OF ITS 

AUTHORIZED AFFILIATES.”   

17. In order to mislead prospective investors into believing that their investment would 

be safe, Castleberry promised to provide investors with a certification guaranteeing the investor’s 

deposited funds were bonded and insured.  To deceive investors who deposited funds with 

Castleberry, the company often provided investors with a falsified document purporting to be a 

CNA issued financial guarantee bond.     

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B. Defendant’s Investor Solicitations 

18. Defendant joined Castleberry at the end of 2017, when it first started raising funds 

from the public.  Defendant was the only sales agent employed by Castleberry, which was just 

commencing operations and setting up its office in a newly leased space Defendant shared with 

Turner, Strell, and two office assistants.  Defendant knew or was reckless in not knowing the falsity 

of Castleberry’s claims that it was an established investment company with a successful five-year 

history, hundreds of investors, and a large portfolio of income generating real estate and business 

investments.   

19. Defendant solicited prospective investors who were former customers of 

Defendant’s from his previous employment, and identified new investors through networking and 

group presentations.  Defendant solicited investors and prospective investors through oral 

presentations, telephone and electronic communications, and by distributing Castleberry’s offering 

materials and utilizing Castleberry’s publicly available website, and advised them on the merits of 

the investments.  Defendant also provided the Agreement to potential investors and was one of the 

signatories for Castleberry at the time of execution.  

20. Defendant sold investors Castleberry securities in private-placement offerings, 

thereby raising a portion of the $3.8 million of investor proceeds.  Castleberry directly or indirectly 

paid Strochak at least $48,000 in transaction-based commissions for his sales of Castleberry 

securities.   

21. Strochak was not registered with the Commission pursuant to Section 15(a) of the 

Exchange Act [15 U.S.C. § 78o(a)], nor was he associated with any registered broker-dealer during 

this time period. 

 

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1. Defendant falsely represented that Castleberry investments were bonded and 
insured by leading insurance companies. 
 

22. Throughout his solicitation of investors, Defendant represented to investors that 

their Castleberry investments would be safe and secure, describing the investment offerings as 

“fully bonded and insured,” protected by “twin layers of insurance,” and insured against financial 

loss.  Defendant used Castleberry offering materials, investment agreements, publically available 

“newsletters” and corporate website materials, which claimed Castleberry’s securities were 

“insured,” “principal-protected,” “surety-bond protected,” and “guaranteed” through leading 

insurance companies CNA and Chubb.  Moreover, Castleberry’s Alternative Investment 

Agreement, which Defendant used in his solicitations and signed on at least one occasion, 

explicitly stated that CNA guaranteed investors’ principal.  These representations were false, and 

Defendant knew or was reckless in not knowing they were false.   

23. Castleberry’s investment offerings were not bonded or insured.  In fact, CNA and 

Chubb had no business relationship with Castleberry, never issued any “financial guarantee bonds” 

or insurance protection for its investments, and never authorized Castleberry to use their 

companies’ names, logos, or descriptions of corporate services in any sales materials.  

24. Defendant, who had 35 years of experience in the financial services industry, knew 

or was reckless in not knowing that the representations that the investment principal was “fully 

bonded and insured” were false.  Several red flags arose during Defendant’s employment with 

Castleberry indicating that Castleberry was not insuring or bonding the investments as promised.  

More than one investor whom Defendant had successfully convinced to invest complained to 

Defendant that they never received proof of the promised surety bond.  In May 2018, one of 

Defendant’s first investors requested a return of the investment principal because of concerns about 

the legitimacy of the purported bond and insurance papers provided.  The lawyer for another early 

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investor complained to Defendant about the bond paperwork and told Defendant that Castleberry 

“looked like a Ponzi-scheme.”  Defendant recklessly disregarded these red flags and continued to 

misrepresent to potential investors that Castleberry investment funds were bonded and insured, 

and continued to disseminate to investors the Castleberry promotional and offering materials 

containing misrepresentations.    

2.  Defendant misrepresented Castleberry’s profitability.   

25. In its January 2018 and January 2019 Quarterly Newsletters, Castleberry claimed 

to have a portfolio of real estate properties and that the rental income, after property taxes and 

maintenance, gave it “gross income of $2,819,355 per year.”  Castleberry also claimed to have 

realized more than $40 million in sales in 2017, with a net profit in excess of $13 million.  For 

2018, Castleberry claimed to have increased sales to $106 million, with a net profit of almost $32 

million.  Contrary to these claims, Castleberry had no discernable investments in the revenue 

generating operations touted and generated almost no rental or business income during 2017 and 

2018.  

26. Defendant knew or was reckless in not knowing that the claims regarding 

Castleberry’s profitability were false.  First, as Castleberry’s VP of sales and its sole sales agent 

until December 2018, Defendant oversaw Castleberry’s sales operations and, consequently, knew 

that Castleberry did not raise and invest tens of millions in 2018.  Second, Defendant knew that 

investors who sought to withdraw their principal were often denied a refund because Castleberry 

did not have sufficient funds to honor their requests.  Finally, Defendant knew that Castleberry 

had cash flow problems inconsistent with the well-capitalized and profitable business represented 

to investors.   

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27. Despite the red flags indicating that these representations were false, Defendant 

continued to promote Castleberry as a company that earned high returns by acquiring and investing 

in real estate and distressed businesses and continued to provide investors offering materials 

misrepresenting Castleberry’s profits.     

3. Defendant misrepresented Castleberry’s amount of capital invested and the 
number of Castleberry investors.  
  

28. In January 2018, Castleberry’s publicly available promotional materials claimed 

that over its five year history the company had deployed “almost $200 million in capital across the 

balance sheets of leading local businesses” and that it managed “surety-bond protected funds on 

behalf of over 800 individual investors across the country.”  By January 2019, Castleberry’s 

publicly available promotional materials claimed that the company had “almost $800 million in 

capital invested across the balance sheets of leading local businesses” and “over 1100 individual 

investors across the country.”  These claims were false.   

29. Defendant knew or was reckless in not knowing that the claims regarding 

Castleberry’s amount of capital invested and number of investors were false.  Defendant knew or 

recklessly disregarded that if these claims were true, it would mean that Castleberry grew by 

around $600 million in capital and 300 investors in 2018.  Yet, Defendant, who was the sole sales 

agent for Castleberry until December 2018, knew that he brought in only about $2 million from 

about seven investors in 2018.  Nevertheless, Defendant continued to repeat Castleberry’s false 

claims regarding its capital and number of investors and disseminated Castleberry offering 

materials containing the misrepresentations to investors.   

 

 

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COUNT I 

Fraud in the Offer or Sale of Securities in Violation of  
Section 17(a)(1) of the Securities Act 

30. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint 

as if fully set forth herein. 

31. Beginning in or about February 2018 and continuing through in or about February 

2019, Defendant, directly and indirectly, in the offer or sale of any securities by use of the means 

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

knowingly or recklessly employed devices, schemes, or artifices to defraud. 

32. By reason of the foregoing, Defendant directly and indirectly violated, and unless 

enjoined, is reasonably likely to continue to violate, Section 17(a)(1) of the Securities Act [15 

U.S.C. § 77q(a)(1)]. 

COUNT II 

Fraud in the Offer or Sale of Securities in Violation of  
Section 17(a)(2) of the Securities Act 

33. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint 

as if fully set forth herein. 

34. Beginning in or about February 2018 and continuing through  in or about February 

2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or 

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

negligently obtained money or property by means of untrue statements of material facts and 

omissions to state material facts necessary to make the statements made, in the light of the 

circumstances under which they were made, not misleading. 

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35. By reason of the foregoing, Defendant directly and indirectly violated, and unless 

enjoined, is reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act [15 

U.S.C. § 77q(a)(2)]. 

COUNT III 
Fraud in the Offer or Sale of Securities in 

Violation of Section 17(a)(3) of the Securities Act 
 
36. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint 

as if fully set forth herein. 

37. Beginning in or about February 2018 and continuing through in or about February 

2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or 

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

negligently engaged in acts, transactions, practices, and courses of business which operated as a 

fraud or deceit upon purchasers and prospective purchasers of such securities. 

38. By reason of the foregoing, Defendant directly and indirectly violated, and unless 

enjoined, is reasonably likely to continue to violate, Section 17(a)(3) of the Securities Act [15 

U.S.C. § 77q(a)(3)]. 

COUNT IV 
Fraud in Connection with the Purchase or Sale of Securities in Violation 

of Section 10(b) and Rule 10b-5 of the Exchange Act 

39. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint 

as if fully set forth herein. 

40. Beginning in or about February 2018 and continuing through in or about February 

2019, Defendant, in connection with the purchase or sale of securities, by use of the means and 

instrumentalities of interstate commerce and by use of the mails, directly and indirectly, knowingly 

or recklessly, (a) employed devices, schemes, or artifices to defraud; (b) made untrue statements 

of material facts or omitted to state material facts necessary in order to make the statements made, 

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 12 

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

practices, or courses of business which operated as a fraud or deceit upon other persons. 

41. By reason of the foregoing, Defendant directly and indirectly violated, and unless 

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

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

COUNT V 
Unlawfully Operating as a Broker-Dealer 

Without Registering with the Commission in 
Violation of Section 15(a) of the Exchange Act 

42. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint 

as if fully set forth herein. 

43. Beginning in or about February 2018 and continuing through in or about February 

2019, Defendant acted as broker or dealer and made use of the mails and any means or 

instrumentality of interstate commerce to effect transactions in securities, or to induce or attempt 

to induce the purchase or sale of securities, without being associated with a broker or dealer that 

was registered with the Commission in accordance with Section 15(b) of the Exchange Act, 15 

U.S.C. § 78o(b). 

44. By reason of the foregoing, Defendant directly and indirectly violated, and unless 

enjoined, is reasonably likely to continue to violate, Section 15(a) of the Exchange Act [15 U.S.C. 

§ 78o(a)]. 

RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court find Defendant 

committed the violations alleged, and: 

 

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I. 

Permanent Injunctive Relief 

 Issue a Permanent Injunction restraining and enjoining Defendant, his agents, servants, 

employees, attorneys, and all persons in active concert or participation with him, and each of them, 

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

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

§ 240.10b-5].   

II. 

Disgorgement and Prejudgment Interest 

 Issue an Order directing Defendant to disgorge all ill-gotten profits or proceeds received 

from investors as a result of the acts and/or courses of conduct complained of herein, with 

prejudgment interest thereon. 

III. 

Civil Money Penalties 

 Issue an Order directing Defendant to pay civil money penalties pursuant to Section 20(d) 

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

78(d)]. 

IV. 

Further Relief 

 Grant such other and further relief as may be necessary and appropriate.   

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 14 

V. 

Retention of Jurisdiction 

 Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that may hereby be 

entered, or to entertain any suitable application or motion by the Commission for additional relief 

within the jurisdiction of this Court. 

Dated:  August 16, 2019 

 
 
      Respectfully submitted, 

 
  
         By: Alejandro O. Soto 

Alejandro O. Soto 
      Senior Trial Counsel 
      Florida Bar No. 172847 

 Telephone: (305) 982-6313 
 Email: [email protected] 

       
      Eric E. Morales 

 Senior Counsel 
 Florida Bar No. 1010791 
 Telephone: (305) 416-6210 

     Email: [email protected] 

      Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

      801 Brickell Avenue, Suite 1800 
      Miami, Florida  33131 
      Telephone: (305) 982-6300 
       

Case 9:19-cv-81164-RAR   Document 1   Entered on FLSD Docket 08/16/2019   Page 14 of 14

mailto:[email protected]
mailto:[email protected]

	UNITED STATES DISTRICT COURT
	SOUTHERN DISTRICT OF FLORIDA
	CASE NO.: ________________________
	SECURITIES AND EXCHANGE COMMISSION, )
	)
	Plaintiff,   )
	1. The Commission brings this action against Scott P. Strochak (“Defendant”) for violating the antifraud and registration provisions of the federal securities laws.
	2. From at least as early as February 2018, through in or about February 2019, Defendant participated in a fraudulent scheme that raised nearly $3.8 million from at least seventeen investors nationwide, by acting as the unregistered head sales agent f...
	3. Castleberry, a South Florida-based company, purported to be a successful “Alternative Investment Manager,” falsely claiming it had hundreds of millions of dollars in capital invested in local businesses and a portfolio of hundreds of real estate pr...
	4. Castleberry purported to provide investors “principal-protected ‘equity-like’ fixed income returns” by investing and managing “surety-bond protected funds on behalf of investors.” Castleberry’s offering materials and investor solicitations claimed ...
	5. In his role as the principal sales agent for Castleberry investments, Defendant directly disseminated Castleberry’s misrepresentations to investors and featured them in his investor solicitations despite knowing, or being reckless in not knowing, t...
	6. Through this misconduct, Defendant violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder.  Unless restrained and enjoin...
	7. Strochak, age 58, resides in the Southern District of Florida.  At the time of the conduct described herein, Defendant was employed as the Senior Executive Vice President and Director of Alternative Investments of Castleberry.  Defendant was previo...
	8. Castleberry was a Florida limited liability company with its principal place of business in Wellington, Florida.  Castleberry’s principals were T. Jonathon Turner, its Vice Chairman, President, and COO, and Norman M. Strell, its Chairman, CEO and C...
	JURISDICTION AND VENUE
	9. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d) and 77v(a)], and Sections 21(d), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(...
	10. This Court has personal jurisdiction over Defendant and venue is proper in the Southern District of Florida because Defendant resides in this District and many of Defendant’s acts and transactions constituting the violations of the Securities Act ...
	11. In connection with the conduct alleged in this Complaint, Defendant, directly or indirectly, singly or in concert with others, made use of the means or instruments of transportation and communication in interstate commerce, and the mails.
	12. In offering materials intended to lure prospective investors into investing, Castleberry promoted itself as “a leading Alternative Investment Manager” with a five-year history of “deploying almost $200 million in capital across the balance sheets ...
	13. Castleberry offered investors guaranteed returns ranging from 7.93% to 12.23% per year, depending on the fund and the number of years invested.  While Castleberry’s materials listed seven funds, aside from the investment amount required and return...
	14. Castleberry offering materials and solicitations represented that investor proceeds would be invested in real estate and distressed businesses to generate high returns from which investor returns would be paid.  Investor returns were therefore dep...
	15. Castleberry falsely represented to investors that the investment principal was fully insured and bonded.  These representations were made in offering materials, such as the company’s web pages and the company’s “Quarterly Newsletter” published in ...
	16. Castleberry used an investment agreement entitled “Alternative Investment Agreement” (the “Agreement”).  The Agreement stated, in bold letters: “YOUR INVESTMENT IS FULLY INSURED AND BONDED THROUGH CNA SURETY OR ONE OF ITS AUTHORIZED AFFILIATES.”
	17. In order to mislead prospective investors into believing that their investment would be safe, Castleberry promised to provide investors with a certification guaranteeing the investor’s deposited funds were bonded and insured.  To deceive investors...
	18. Defendant joined Castleberry at the end of 2017, when it first started raising funds from the public.  Defendant was the only sales agent employed by Castleberry, which was just commencing operations and setting up its office in a newly leased spa...
	19. Defendant solicited prospective investors who were former customers of Defendant’s from his previous employment, and identified new investors through networking and group presentations.  Defendant solicited investors and prospective investors thro...
	20. Defendant sold investors Castleberry securities in private-placement offerings, thereby raising a portion of the $3.8 million of investor proceeds.  Castleberry directly or indirectly paid Strochak at least $48,000 in transaction-based commissions...
	21. Strochak was not registered with the Commission pursuant to Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)], nor was he associated with any registered broker-dealer during this time period.
	1. Defendant falsely represented that Castleberry investments were bonded and insured by leading insurance companies.
	22. Throughout his solicitation of investors, Defendant represented to investors that their Castleberry investments would be safe and secure, describing the investment offerings as “fully bonded and insured,” protected by “twin layers of insurance,” a...
	23. Castleberry’s investment offerings were not bonded or insured.  In fact, CNA and Chubb had no business relationship with Castleberry, never issued any “financial guarantee bonds” or insurance protection for its investments, and never authorized Ca...
	24. Defendant, who had 35 years of experience in the financial services industry, knew or was reckless in not knowing that the representations that the investment principal was “fully bonded and insured” were false.  Several red flags arose during Def...
	2.  Defendant misrepresented Castleberry’s profitability.
	25. In its January 2018 and January 2019 Quarterly Newsletters, Castleberry claimed to have a portfolio of real estate properties and that the rental income, after property taxes and maintenance, gave it “gross income of $2,819,355 per year.”  Castleb...
	26. Defendant knew or was reckless in not knowing that the claims regarding Castleberry’s profitability were false.  First, as Castleberry’s VP of sales and its sole sales agent until December 2018, Defendant oversaw Castleberry’s sales operations and...
	27. Despite the red flags indicating that these representations were false, Defendant continued to promote Castleberry as a company that earned high returns by acquiring and investing in real estate and distressed businesses and continued to provide i...
	3. Defendant misrepresented Castleberry’s amount of capital invested and the number of Castleberry investors.
	28. In January 2018, Castleberry’s publicly available promotional materials claimed that over its five year history the company had deployed “almost $200 million in capital across the balance sheets of leading local businesses” and that it managed “su...
	29. Defendant knew or was reckless in not knowing that the claims regarding Castleberry’s amount of capital invested and number of investors were false.  Defendant knew or recklessly disregarded that if these claims were true, it would mean that Castl...
	COUNT I
	30. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint as if fully set forth herein.
	31. Beginning in or about February 2018 and continuing through in or about February 2019, Defendant, directly and indirectly, in the offer or sale of any securities by use of the means or instruments of transportation or communication in interstate co...
	32. By reason of the foregoing, Defendant directly and indirectly violated, and unless enjoined, is reasonably likely to continue to violate, Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].
	33. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint as if fully set forth herein.
	34. Beginning in or about February 2018 and continuing through  in or about February 2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or instruments of transportation or communication in interstate comme...
	35. By reason of the foregoing, Defendant directly and indirectly violated, and unless enjoined, is reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
	36. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint as if fully set forth herein.
	37. Beginning in or about February 2018 and continuing through in or about February 2019, Defendant, directly and indirectly, in the offer or sale of securities by use of the means or instruments of transportation or communication in interstate commer...
	38. By reason of the foregoing, Defendant directly and indirectly violated, and unless enjoined, is reasonably likely to continue to violate, Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].
	39. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint as if fully set forth herein.
	40. Beginning in or about February 2018 and continuing through in or about February 2019, Defendant, in connection with the purchase or sale of securities, by use of the means and instrumentalities of interstate commerce and by use of the mails, direc...
	41. By reason of the foregoing, Defendant directly and indirectly violated, and unless enjoined, is reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.
	42. The Commission repeats and realleges Paragraphs 1 through 29 of this Complaint as if fully set forth herein.
	43. Beginning in or about February 2018 and continuing through in or about February 2019, Defendant acted as broker or dealer and made use of the mails and any means or instrumentality of interstate commerce to effect transactions in securities, or to...
	44. By reason of the foregoing, Defendant directly and indirectly violated, and unless enjoined, is reasonably likely to continue to violate, Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].

	I.
	II.
	Disgorgement and Prejudgment Interest
	Civil Money Penalties
	Further Relief
	Florida Bar No. 1010791