SEC v. WORLDWIDE MARKETS, No. 2:19-cv-14205, District of New Jersey (June 25, 2019) — Complaint

Daniel Maher
Antonia Chion
Kevin Guerrero
Matthew Reilly
Emily Shea
U.S. SECURITIES AND EXCHANGE COMMISSION
100 F Street NE
Washington, DC 20549

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

U.S. SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v.

WORLDWIDE MARKETS, Ltd.,
TAB NETWORKS, Inc., and
THOMAS F. PLAUT,

Defendants.

No. 2:19-CV-14205

COMPLAINT

Jury Trial Demanded

Plaintiff United States Securities and Exchange Commission (the “SEC”) alleges as

follows against the following Defendants, whose names and last known addresses are set forth

below:

a. Worldwide Markets, Ltd. (“WWM”) – 50 Tice Boulevard, Woodcliff Lakes, NJ

07677;

b. TAB Networks, Inc. (“TAB”) – 50 Tice Boulevard, Woodcliff Lakes, NJ 07677;

c. Thomas F. Plaut – Saddle River, NJ 07458.

SUMMARY

1. These proceedings arise out of a fraudulent scheme carried out by WWM and its

CEO, Thomas F. Plaut, to deceive retail customers about the nature of their investments and

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misappropriate funds deposited by those customers with WWM. In furtherance of this scheme,

WWM and Plaut engaged in deceptive conduct, including making materially false statements

about the securities WWM sold to customers and customers’ ability to withdraw funds from their

accounts. TAB, another entity controlled by Plaut, provided nearly all U.S. operations for

WWM, and aided and abetted WWM’s violations of the registration provisions of the federal

securities laws.

2. Starting in at least June 2014, WWM solicited investments from retail customers

using a website and other solicitation materials that offered customers the ability to “own and

trade” stocks and options listed on the New York Stock Exchange (NYSE) and NASDAQ.   In

reality, WWM’s customers’ funds were not used to trade stocks.  Instead, WWM sold those

unwitting customers another type of security, a derivative called contracts for difference

(“CFDs”) based on the value of single U.S. equities.  WWM then used the money customers

deposited at WWM – money the customers had intended for the purchase of stocks – to fund

WWM’s operations.

3. WWM falsely led customers to believe that it was offering them a trading

platform that operated in the manner of a typical securities brokerage account.  It provided

customers with access to an online platform through which they could view their “portfolio,”

which displayed U.S. equities the customer had purportedly purchased through the online

platform.  The “portfolio overview” page of the WWM online platform displayed the “portfolio

value,” which was derived by multiplying the quantity of each equity shown in the customer’s

portfolio by that equity’s share price.

4. The portfolio overview of the WWM online platform also displayed the

“available cash” supposedly in the customer’s account, falsely indicating that funds deposited by

the customer at WWM were segregated and earmarked for that customer.  In reality, however,

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customers’ funds were not segregated or held for their benefit.  Instead, at Plaut’s direction,

WWM commingled customer funds in WWM’s operating accounts and used those funds based

on the “capital needs” of the company.  Similarly, WWM represented to customers that requests

for the withdrawal of money deposited into their WWM accounts would be processed within two

business days.

5. By fall 2017, WWM’s business was failing.  Beginning in at least January 2018,

WWM was delinquent in payments to the service provider that provided WWM’s online trading

platform.  The service provider cut off WWM customers’ access to the trading platform, and

WWM evaded repeated requests from customers to access their accounts or withdraw their

funds.  Despite WWM’s representations that customer withdrawals would be processed within

two business days and the misleading impression created by the portfolio overview that

displayed customers’ “available cash,” in 2018, WWM did not honor a single request by a

securities customer to withdraw the cash balance from his or her account.

6. Because the values of the CFDs that WWM sold to its customers were tied to the

values of underlying securities, they were security-based swaps.  Absent certain exceptions, the

federal securities laws require that offerings in security-based swaps be registered with the SEC

and that the transactions be executed on a registered national exchange.  As a result, WWM also

violated the federal securities laws by selling securities-based swaps to retail customers in

transactions that were not executed on a national securities exchange and without registering the

offerings with the Commission.

7. At all relevant times, Plaut controlled and directed the actions of WWM and

TAB.

8. By engaging in this conduct, Defendant WWM violated the antifraud, broker-

dealer registration, and security-based swap provisions of the federal securities laws:  Sections

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5(e) and 17(a) of the Securities Act of 1933 (“Securities Act”), Sections 6(l), 10(b), and 15(a) of

the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder.  Defendant

Plaut aided and abetted WWM’s violations of Section 5(e) of the Securities Act and is liable as a

control person under Section 20(a) of the Exchange Act for WWM’s violations of Sections 6(l),

10(b), and 15(a) of the Exchange Act and Rule 10b-5 thereunder.  Additionally, TAB aided and

abetted WWM’s violations of Section 5(e) of the Securities Act and Sections 6(l) and 15(a) of

the Exchange Act.

NATURE OF THE PROCEEDING AND RELIEF SOUGHT

9. The Commission brings this action under the authority conferred upon it by

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

77t(e)], and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]  to enjoin the transactions,

acts, practices, and courses of business alleged in this Complaint and to seek orders of

disgorgement,  along with prejudgment interest, civil penalties, and such other relief as the Court

deems just and appropriate.

JURISDICTION AND VENUE

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

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

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

78u(d)(3)(A), 78u(e), and 78aa(a)].

11. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15

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

transactions, acts, practices, and courses of business constituting the violations alleged in this

Complaint occurred within the District of New Jersey and were effected, directly or indirectly,

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

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communication in interstate commerce, or of the mails, or the facilities of national securities

exchanges.  For example, WWM made material misstatements, engaged in other deceptive

conduct, and acted as an unregistered broker-dealer from its principal place of business in

Bergen County, New Jersey.  Defendant Plaut resides in Bergen County, New Jersey.  Defendant

TAB’s principal place of business is in Bergen County, New Jersey.

12. WWM’s online trading platform, where customers entered into orders with

WWM—and where WWM and customers became bound to each CFD transaction—was hosted

in Secaucus, New Jersey in Hudson County.

DEFENDANTS

13. Worldwide Markets, Ltd., is a broker-dealer registered and formed in the British

Virgin Islands (“BVI”) with its principal place of business located in Woodcliff Lake, New

Jersey.  During the relevant period, WWM allowed customers to engage in online trading for

CFDs based on U.S. equities, commodities, and foreign exchange.  WWM has never been

registered with the Commission in any capacity.  During the relevant period, WWM was owned

and controlled by Plaut.  WWM ceased operations in 2018.

14. TAB Networks, Inc., is a financial services technology company incorporated in

Delaware with its principal place of business in Woodcliff Lake, New Jersey.  TAB provided

nearly all U.S.-based operational services for WWM, which was TAB’s only client.  During the

relevant period, Plaut owned at least 85% of TAB and solely directed its operations.  TAB

employees served as WWM’s corporate officers, including the Chief Financial Officer, Chief

Legal Officer, Chief Operating Officer, and Chief Revenue Officer.  In 2015, WWM’s auditors

noted that WWM did “not maintain separate books and records” from TAB and “[a]ll

transactions associated with [TAB] are included in the general ledger of [WWM].”  TAB has

never been registered with the Commission in any capacity.

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15. Thomas F. Plaut, age 57, resides in Saddle River, New Jersey.  During the

relevant period, Plaut wholly owned Worldwide and owned at least 85% of TAB.  Plaut was the

CEO of both WWM and TAB, and solely directed their operations.

BACKGROUND ON CONTRACTS FOR DIFFERENCE

16. As discussed in this complaint, a single-equity contract for difference (“CFD”) is

a stock derivative that is an agreement between two parties to exchange the difference in value of

an underlying stock between the time the contract is opened and the time it is closed.  If the share

price increases for the underlying security, the seller pays this difference to the buyer.

Conversely, if the underlying share price declines, the buyer must pay the seller the difference.

17. Generally, the investor in a CFD is not required to pay for the underlying shares

of the security.  Instead, it is industry custom and practice for CFD transactions to be highly

leveraged.  Typically, a CFD investor primarily finances the transaction with margin, paying a

small percentage of principal, transaction fees charged by the CFD provider, and interest on the

margin.  Thus, a CFD allows an investor to recognize significant value from an underlying

security’s price movement without having to make a cash payment for the full value for the

underlying shares.

18. The counterparty to a CFD transaction often hedges the risk by buying or selling

on a national securities exchange the reference security underlying the CFD or a related stock

option in an amount and at a price that matches the risk position taken by the CFD seller.  WWM

regularly did so here.

FACTS

Worldwide Markets’ Business

19. In 2009, Plaut opened WWM with a partner to offer foreign exchange trading

services to individual customers outside of the United States.  In 2013, after Plaut took sole

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control of WWM, it began offering foreign retail customers the ability to trade securities on U.S.

markets.

20. WWM was a BVI-registered broker-dealer, but had no employees or operations in

the BVI.  Under BVI law, WWM was not allowed to conduct business in the BVI nor own

property there.

21. Pursuant to a 2011 “service-level agreement” between WWM and TAB, TAB

provided WWM with a trading platform, training, accounting and financial services, and

employees to perform these functions.  Accordingly, TAB’s employees handled WWM’s

marketing, account opening, trading assistance, customer service, and account funding and

withdrawals.  At its peak, TAB employed approximately 15 individuals, all of whom worked

from an office in New Jersey.  These employees were located in New Jersey when—on behalf of

WWM—they solicited customers, opened accounts, handled customer documentation, conducted

“Know Your Customer” (“KYC”) checks, received and sent funds, and facilitated trade orders.

22. WWM was TAB’s only “client,” and the two businesses were operated as one for

all practical purposes.  WWM and TAB shared one set of officers and, at least prior to 2015, one

set of books and records.  In 2015, WWM’s auditors identified a material weakness because

WWM did “not maintain separate books and records” from TAB and “[a]ll transactions

associated with [TAB] are included in the general ledger of [WWM].”

23. Since 2013, Plaut owned and controlled both WWM and TAB.  As CEO, and in

practice, Plaut exercised ultimate authority over WWM and TAB, including WWM’s securities

business, its use of customer deposits, and statements on WWM’s website and other solicitation

materials.  At all times relevant to the complaint, TAB was WWM’s agent.

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WWM Made Misrepresentations Concerning
Customers’ Ability to “Own and Trade” U.S. Equities

24. WWM solicited customers for its securities business by directing them to its

website, www.securities.worldwidemarkets.com, through emails, advertisements on Google, and

a network of introducing brokers.  During the relevant time period, WWM’s website was hosted

on servers within the United States.

25. WWM advertised its securities trading services by offering retail customers the

ability to “[o]wn and trade names like Apple, Starbucks, McDonalds, Microsoft and any other

US stock on any U.S. exchange . . . .”  In direct emails to customers, WWM’s Chief Marketing

Officer provided hyperlinks to the company’s website for additional information and stated,

“[w]ith WWM, you will be able to choose from a vast array of investments, not just individual

stocks like Apple, Google and Starbucks.  You can also invest in any ETF (Exchange Traded

Fund) or Index. . . .”  WWM also offered its customers the ability to trade in penny stocks.

26. In reality, when a customer entered an order to buy a U.S. stock through WWM,

WWM sold the customer a single-equity CFD.  These CFDs were security-based swaps that

provided exposure to an underlying asset—in this case, either a single U.S. equity or an

exchange traded fund—without the customer actually owning it.  Purchasing a CFD is thus

materially different from purchasing and owning a traditional equity.  In addition to not receiving

an ownership interest in the underlying security, purchasers of WWM’s CFDs did not receive

dividends from the underlying stocks and could not vote proxies on the stocks.  Holders of these

CFDs were also unable to transfer the securities from one brokerage account to another.

Furthermore, CFDs are typically traded with significant margin, with much higher leverage than

traditional stock trading.  As such, purchasing CFDs generally requires significantly less capital

outlay than purchasing stocks.

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27. Plaut was aware of and approved the content of WWM’s website and email

solicitations to prospective customers and knew or was reckless in not knowing that statements

that customers could own and trade U.S. stocks through WWM were materially false.  The

marketing employee who was responsible for drafting the content of WWM’s securities website

and solicitation emails routinely sought and received approval of the content from Plaut before it

was published or sent to prospective customers.  Plaut admitted that he was ultimately

responsible for the statements on WWM’s website.

28. For example, on September 25, 2013, the marketing employee sent Plaut an email

with a link to the new landing page for WWM’s securities website,

http://info.worldwidemarkets.com/securities.  Shortly thereafter, Plaut approved the website

content at a meeting with the marketing employee.  The securities website contained the

misleading language as recently as 2017.

29. On October 31, 2013, the marketing employee sent Plaut a draft email to

prospective customers, asking “[a]ny comments or edits on this proposed offer to stimulate some

deposits on Equities? It would go out to everyone who has either opened an account or registered

for more info.”  The draft email stated that “[t]rading US Stocks or Options with

WorldwideMarkets is the best choice for non-US residents,” that customers could “[t]rade any

US exchange traded stock or option,” and contained links to WWM’s securities webpages.  Plaut

replied: “[e]verything looks good.  I will go over the websites later – we need to find the key to

unlock funding of the equity accounts.”

30. In April 2014, the marketing employee provided Plaut with a PowerPoint

presentation entitled, “U.S. Equities: State of the Business.”  The presentation contains a slide

with a screenshot of the WWM’s securities landing page for Google advertisements, titled

“Trade US Stocks with WorldwideMarkets.”  The presentation also includes screenshots of

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automated emails from WWM to prospective customers.  For instance, the email to prospective

customers who filled out an account application stated: “[t]hank you for your interest in trading

US stocks with WorldwideMarkets Online Trading.”

31. Plaut also admitted that he knew of the content of WWM’s securities website,

including the language advertising to prospective customers that they could “trade U.S. stocks”

through WWM.  Although he knew that WWM was publicly offering prospective customers the

opportunity to “own and trade U.S. stocks,” Plaut knew that WWM was actually selling CFDs to

its unwitting customers.

32. When it wanted to, WWM knew how to market and disclose the risks of CFDs.

In fact, on one webpage dedicated to its foreign exchange and commodities CFD business, it

included explicit disclosures about the nature and risks of CFDs.  No such disclosure was

included on the securities section of WWM’s website or otherwise linked to any discussion of

the securities product on its website.

33. WWM also highlighted in direct emails to prospective customers that it was “very

quick and easy” to open an account and that an account could be opened in five minutes or less.

WWM advertised that customers could fund their account with credit cards, which many

customers did.

34. From 2013 to 2017, at least 80 customers opened accounts and deposited a total

of over $800,000 to trade securities at WWM.

35. For example, in 2014, Customer A, a resident of Nigeria, searched the internet in

order to find a way to trade U.S. stocks.  In June 2014, after finding WWM’s website, which

advertised the ability to trade U.S. stocks, he opened an account at WWM.  From September

2014 through February 2015, Customer A wired a total of over $200,000 to WWM for the

purpose of purchasing U.S. stocks and options.

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36. In 2014, Customer B, a resident of Costa Rica, searched the internet in order to

find a way to trade U.S. stocks.  He discovered and perused WWM’s website, which offered

customers the ability to own and trade U.S. stocks.  After expressing interest in WWM’s

services, in March 2014, Customer B received an email from a marketing employee at WWM,

which stated:  “I hope by now you have had a chance to further research the U.S. Stock trading

opportunity with WorldwideMarkets Online Trading . . . With WWM, you will be able to choose

from a vast array of investments, not just individual stocks like Apple, Google, and Starbucks . . .

By opening an account you would have access to this . . . When you are ready to invest in stocks,

the funding process is easy as well.”  In February 2015, Customer B opened an account at

WWM, and between February 2015 and April 2017, Customer B wired a total of approximately

$60,000 to WWM for the purpose of purchasing U.S. stocks and options.

WWM Engaged in Other Deceptive Conduct to Mislead Customers
About the Securities They Were Purchasing

37. WWM further misled its customers by providing them with an online trading

platform that created the false appearance that customers were purchasing and holding U.S.

equities through WWM, when in fact they were purchasing CFDs.  Using a U.S.-based third-

party service provider, WWM provided its securities customers with access to a web-based

trading platform bearing the WWM logo through which customers could purportedly make stock

trades and monitor their securities holdings.

38. The trading platform purportedly allowed customers to buy and sell U.S. stocks.

WWM charged a fee for each transaction.  The interface showed customers their “Portfolio” of

holdings, listing each stock symbol, quantity, bid, ask, cost, day’s value, that day’s gain/loss,

unrealized gain/loss, and other metrics.  Certain stocks were designated with a “D,” which a

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legend explained meant “[s]tock pays dividend.”  However, because WWM had sold its

customers CFDs, they were not entitled to and did not receive dividend payments.

39. An example of how this online interface appeared to a WWM customer is

pictured below:

40. This online trading platform furthered the misleading impression that WWM

offered customers the ability to trade and hold U.S. equities when, in reality, WWM sold

customers only exposure to the fluctuations of the value of those equities through CFDs.

41. When a customer entered a trade into the WWM-branded web-based trading

platform, unbeknownst to the customer, WWM entered into a CFD with that customer.  WWM

then hedged its exposure for that CFD by making a corresponding trade in the security

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underlying the CFD using an omnibus account it held in its own name at a U.S.-registered

broker-dealer (“Broker-Dealer A”).

42. WWM’s pricing practices further deceived customers.  A CFD generally costs a

customer significantly less because it is a heavily leveraged transaction.  WWM, however,

typically charged customers the full price of the underlying security.  This pricing structure

furthered WWM’s deception that they were selling customers stocks as advertised.

43. The online account interface also created a misleading impression regarding

WWM’s treatment of funds deposited by customers.  Customers’ “portfolio overview” also

showed customers their “[a]vailable cash” balance, which was equal to the amount of funds they

had deposited with WWM but not yet used to purchase securities plus any proceeds from sales of

securities through WWM.  This created the false impression that WWM had segregated the

customer’s funds solely for that customer’s use.  In reality, at Plaut’s direction, WWM

commingled customer funds in WWM’s operating accounts and used those funds based on the

“capital needs” of the company.

44. Based on the statements on WWM’s website and solicitation emails, as well as

the content and appearance of the trading platform, Customers A and B each believed that they

were trading U.S. stocks and options through WWM.  Customers A and B also believed that the

“[a]vailable cash” listed on their account interface on the trading platform was their own money,

custodied for them by WWM.

45. Plaut was familiar with the content and appearance of the platform.  Plaut also

knew that WWM had sold customers CFDs and not U.S. equities as displayed in customers’

online “portfolios.”  Furthermore, Plaut and other WWM executives knew that the “available

cash” amounts displayed in customers’ accounts might not be available to withdraw because

WWM had commingled and used customers’ funds for other WWM expenses.

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WWM Misappropriated Customer Funds

46. Despite holding itself out as a broker and leading customers to believe otherwise,

WWM did not custody customer funds as U.S.-registered broker-dealers are required to do.

Instead, when a customer deposited money into a WWM account—although those funds were

reflected as “available cash” in the customer’s WWM account interface—with Plaut’s approval,

WWM directed the deposit to its general bank account.

47. With Plaut’s knowledge, WWM used customer deposits based on the “capital

needs of the company.”  WWM funded its omnibus account at Broker-Dealer A only as

necessary and financed its trading in that account with margin.  WWM used some of the

customer deposits to finance other business lines and other operational expenses, including

salaries, capital distributions to Plaut, health insurance expenses, and expense reimbursements.

48. From July 2014 to September 2018, Plaut wired or otherwise transferred more

than $470,000 to himself or accounts jointly held with his wife from the TAB bank account,

which was primarily funded by transfers from WWM’s operational account.

49. When hedging its exposure to the CFDs it sold customers, WWM traded heavily

on margin in its omnibus account with Broker-Dealer A.  For example, for five months in 2016,

WWM’s margin balance was more than 20% of its total account value.  As a result, WWM’s

omnibus account at Broker-Dealer A was systematically underfunded.  Meanwhile, with few

exceptions, WWM’s securities customers were required to fully fund their accounts.

Over time, as WWM’s business declined, WWM dissipated the customer funds it had deposited

in its general bank account.  At the same time, Broker-Dealer A repeatedly requested that WWM

transfer cash into its omnibus account.  On at least two occasions, the WWM omnibus account

was put on “liquidate only” status, meaning that WWM could only sell securities it held in the

omnibus account and was not allowed to purchase securities without depositing additional funds.

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50. On July 26, 2017, WWM’s Chief Legal Office told Plaut that WWM was close to

a margin call from Broker-Dealer A.  By September 2017, WWM’s margin balance was

$112,177—nearly 25% the value of the assets held in its account.

WWM Made Misrepresentations About Customers’ Ability to Withdraw Funds

51. In addition to leading customers to believe that their funds were being segregated

and held on their behalf, WWM’s website represented to customers that requests for withdrawal

of money they had deposited into their WWM accounts would be processed within two business

days.  Customers A and B both reviewed WWM’s representations about prompt withdrawals

prior to opening and funding their WWM’s accounts.  As early as June 2017, however, WWM

customers were unable to withdraw funds from their account within that timeframe.  For

example, Customer A tried to withdraw funds that month, but WWM’s Chief Legal Office told

him that “people are in and out of the office this time of year” and that there was an error in

processing his withdrawal.  Customer A was not able to withdraw the funds.

52. In September 2017, customers were no longer allowed to use funds they had

deposited to place trades using WWM online trading platform because WWM’s underlying

omnibus account at Broker-Dealer A had been placed on “liquidate only” status.  As a result of

the status of WWM’s account at Broker-Dealer A, trades placed by WWM customers using the

online trading platform were rejected, even though their personal portfolio overview screens

showed available cash in their accounts.

53. In an October 2017 email to WWM’s CFO and COO, Plaut wrote, “[t]he

[omnibus] account is underfunded and it was only a matter of time before they put us on

liquidation-only status.  The only way to change the account status is by sending enough money

to offset the debit.  Obviously, we don’t have the money to do that at the moment, so we are at

their mercy.”

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54. As discussed, WWM contracted with a third party to provide WWM customers

with an online trading platform.  In January 2018, WWM was significantly delinquent in its

payments to this third party.  As a result, the provider terminated service to WWM customers,

who then lost access to the trading platform and were unable to view their account holdings or

enter trade orders.  WWM did not honor customer requests to withdraw money while the trading

platform was unavailable.

55. In March 2018, WWM customers briefly regained online access to their accounts,

and WWM directed at least one customer (Customer A) to liquidate his positions, which he did.

However, WWM ignored Customer A’s requests to withdraw his funds.

56. Even as WWM ignored customer withdrawal requests, it transferred money to

Plaut and other WWM officers.  In March 2018, WWM transferred $10,000, through a TAB

bank account, to two TAB employees, paid nearly $30,000 in wages and health benefits (despite

the fact that WWM and TAB had no employees besides Plaut at this time), and sent more than

$21,000 to Plaut’s personal bank accounts.

57. Plaut knew that WWM’s practice of using customer deposits to subsidize its

operations and to finance securities purchases in the omnibus account could result in a liquidity

crisis.  At least as early as July 2017, Plaut knew that WWM’s business was failing and the

omnibus account was severely underfunded.  Yet WWM continued to accept customer deposits

and represent that customers’ withdrawal requests would be processed within two business days.

58. Throughout the spring and summer of 2018, WWM did not honor any customer

withdrawal requests.  Neither Customer A not Customer B were able to withdraw their funds.

59. As of June 2019, WWM owes at least 47 customers a total of at least

$403,527.91.  Furthermore, because of WWM’s fraudulent statements and scheme, these

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customers do not own tradeable securities with intrinsic value.  Instead, they own CFDs with a

defunct counterparty, which are essentially worthless.

WWM Violated the Securities Laws by Selling Security-Based Swaps Off-Exchange, Without
a Registration Statement, While Acting as an Unregistered Broker

60. From at least June 2014 through January 2018, WWM sold CFDs to its customers

using a U.S.-based online trading platform hosted in Secaucus, New Jersey.

61. As discussed above, once an account was funded, a customer could begin entering

trades using the online platform.  While customers were led to believe they were engaging in

traditional equities trades, WWM was, in fact, selling them single-equity CFDs.  In addition to

charging customers the price of the underlying security in these transactions, WWM added a

transaction-based fee of approximately $8 to $15 per trade.

62.   WWM acted as the principal or counterparty to every customer CFD trade,

meaning that when an accountholder took a position in a CFD, WWM took the other side of the

trade.

63. Each CFD sold by WWM was a security-based swap because, among other

factors, it was an agreement, contract, or transaction based on a single security.  See 15 U.S.C §

77b(a)(17); 15 U.S.C. § 78c(a)(68); 7 U.S.C. § 1a(18).  Security-based swaps are securities.  See

15 U.S.C. § 78c(a)(10).

64. In order to protect investors, the federal securities laws require that securities

offerings be registered with the SEC, absent an applicable exemption.

65. WWM offered and sold CFDs, executing the transactions in the United States, but

failed to file a registration statement.  During the relevant period, Plaut knew that WWM offered

and sold CFDs and that the transactions were not registered with the SEC.

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66. Sales of security-based swaps are permitted without SEC registration if those

sales are limited to “eligible contract participants”—which are defined as high-net-worth

individuals with “amounts invested on a discretionary basis” of $10 million (or $5 million if the

individual enters into a hedging agreement) and certain types of sophisticated and/or regulated

entities.

67. WWM securities customers were not “eligible contract participants.”  For

example, Customers A and B each had less than $5 million invested on a discretionary basis.

68. Similarly, the CFD transactions were not effected on a registered national

securities exchange, as required by federal law.  Instead, all of the sales took place through the

third-party online trading platform hosted in New Jersey, which is not registered as a securities

exchange in the U.S.

69. Finally, WWM illegally operated as an unregistered broker.  The federal

securities laws require that any broker operating within the United States register with the SEC.

70. WWM regularly effected securities transactions for the accounts of others.

WWM held itself out as a platform for foreign retail investors to trade securities listed on NYSE

and NASDAQ.  WWM solicited customers for its securities business with its website, Google

advertisements, and e-mails to prospective customers.  At least 80 securities customers deposited

funds and used WWM’s platform to execute trades for hundreds of thousands of dollars in CFDs

for their accounts.  The platform that WWM provided its customers featured an interface that

resembled a traditional online broker platform.  See Paragraph 39, above.  The trades between

WWM and its customers were executed over a website based in Secaucus, New Jersey.  WWM

charged a per-transaction fee for each CFD trade, which was its only source of income related to

its single-security CFD business.

19

71. Through its arrangement with TAB, individuals located in New Jersey solicited

customers, opened accounts, handled customer documentation, conducted “Know Your

Customer” (“KYC”) checks, received and sent funds, and facilitated trade orders on behalf of

WWM.

72. Despite the fact that it was acting as a broker, WWM failed to register with the

SEC.  In failing to do so, it violated the federal securities laws.

73. Because TAB provided the employees and all operational services for WWM to

sell CFDs without a registration statement, outside of a national securities exchange, and without

registering as a broker with the SEC, TAB aided and abetted WWM’s violations.

FIRST CLAIM FOR RELIEF
(Against WWM)

Fraud in Connection With the Purchase of Securities

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

74. The Commission realleges and incorporates by reference paragraphs 1 through 73

above.

75. As a result of the conduct alleged herein, Defendant WWM knowingly or

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

the means or instrumentality of interstate commerce or of the mails, or a facility of a national

securities exchange:

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

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

necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading; and/or

20

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

as a fraud or deceit upon any person in connection with the purchase or sale of

any security.

76. By engaging in the foregoing conduct, Defendant WWM violated, and unless

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

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

SECOND CLAIM FOR RELIEF
(Against WWM)

Fraud in Connection With the Offer or Sale of Securities

Violations of Section 17(a) of the Securities Act

77. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

78. As a result of the conduct alleged herein, Defendant WWM knowingly or

recklessly, in the offer or sale of securities, directly or indirectly, by the use of the means or

instruments of transportation or communication in interstate commerce, or the mails:

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

b. Knowingly, recklessly, or negligently obtained money or property by means of

any untrue statements of material fact, or omitted to state material facts necessary

in order to make the statements made, in light of the circumstances under which

they were made, not misleading; and/or

c. Knowingly, recklessly, or negligently engaged in transactions, practices, or

courses of business which operated or would operate as a fraud or deceit upon the

purchases or securities.

79. By engaging in the foregoing conduct, Defendant WWM violated, and unless

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

77q(a)].

THIRD CLAIM FOR RELIEF
(Against WWM)

Offer of Unregistered Security-Based Swaps with Non-Eligible Contract Participants

Violations of Section 5(e) of the Securities Act

80. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

81. Defendant WWM, directly or indirectly, in the absence of any applicable

exception, made use of the means or instruments of transportation or communication in interstate

commerce or the mails, to offer to sell, offer to buy or purchase or sell, a security-based swap to

persons who are not eligible contract participants as defined in Section 1a(18) of the Commodity

Exchange Act, without an effective registration statement.

82. By engaging in the foregoing conduct, Defendant WWM has violated, and unless

restrained and enjoined will again violate, Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)].

FOURTH CLAIM FOR RELIEF
(Against WWM)

Effecting Transactions in Security-Based Swaps with Non-Eligible Contract Participants

Violations of Section 6(l) of the Exchange Act

83. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

84. Defendant WWM effected transactions in security-based swaps with or for a

person that is not an eligible contract participant, without such transaction being effected on a

national securities exchange registered pursuant to subsection 6(b) of the Exchange Act [15

U.S.C. § 78f(b)].

22

85. By engaging in the foregoing conduct, Defendant WWM has violated, and unless

restrained and enjoined will again violate, Section 6(l) of the Exchange Act [15 U.S.C. § 78f(1)].

FIFTH CLAIM FOR RELIEF
(Against WWM)

Failure to Register as a Broker

Violations of Section 15(a)(1) of the Exchange Act

86. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

87. Defendant WWM, by engaging in the conduct described above, made use of the

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

or attempt to induce the purchase or sale of securities, without being registered as a broker in

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

88. By engaging in the conduct described above, Defendant WWM violated, and

unless restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange Act.

SIXTH CLAIM FOR RELEIF
(Against Plaut)

Section 20(a) of the Exchange Act

89. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

90. As alleged above, Defendant WWM violated Section 10(b) of the Exchange Act

and Rule 10b-5(b) thereunder, Section 6(l) of the Exchange Act, and Section 15(a)(1) of the

Exchange Act.

91. During the relevant period, Defendant Plaut possessed the power to direct or

cause the direction of the management, policies, and actions of WWM.  Defendant Plaut

23

exercised that power by, directly or indirectly, inducing Defendant WWM to engage in the acts

and omissions alleged in this Complaint.

92. Defendant Plaut is a “controlling person” of Defendant WWM pursuant to

Section 20(a) of the Exchange Act.

93. As a controlling person of Defendant WWM, Defendant Plaut is liable for

WWM’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section

6(l) of the Exchange Act, and Section 15(a)(1) of the Exchange Act.

SEVENTH CLAIM FOR RELIEF
(Against Plaut)

Aiding and Abetting

Section 5(e) of the Securities Act

94. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

95. Defendant Plaut substantially assisted Defendant WWM’s violations of Section

5(e) of the Securities Act; he had actual knowledge of its violations and his role in furthering

them.

96. By engaging in the conduct described above, Defendant Plaut aided and abetted

Defendant WWM in its violations of Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)].

EIGHTH CLAIM FOR RELIEF
(Against TAB)

Aiding and Abetting

Section 5(e) of the Securities Act

97. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

24

98. Defendant TAB substantially assisted Defendant WWM’s violations of Section

5(e) of the Securities Act; it had actual knowledge of its violations and its role in furthering

them.

99. By engaging in the conduct described above, Defendant TAB aided and abetted

Defendant WWM in its violations of Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)].

NINTH CLAIM FOR RELIEF
(Against TAB)

Aiding and Abetting

Section 6(l) of the Exchange Act

100. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

101. Defendant TAB substantially assisted Defendant WWM’s violations of Section

6(l) of the Exchange Act; it had actual knowledge of its violations and its role in furthering them.

102. By engaging in the conduct described above, Defendant TAB aided and abetted

Defendant WWM in its violations of Section 6(l) of the Exchange Act [15 U.S.C. § 78f(1)].

TENTH CLAIM FOR RELIEF
(Against TAB)

Aiding and Abetting

Section 15(a)(1) of the Exchange Act

103. The Commission re-alleges and incorporates by reference paragraphs 1 through

73 above.

104. Defendant TAB substantially assisted Defendant WWM’s violations of Section

15(a)(1) of the Exchange Act; it had actual knowledge of its violations and its role in furthering

them.

25

105. By engaging in the conduct described above, Defendant TAB aided and abetted

Defendant WWM in its violations of Section 15(a)(1) of the Exchange Act [15 U.S.C. §

78o(a)(1)].

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests a Final Judgment:

I.

Finding that Defendants violated the provisions of the federal securities laws alleged

herein;

II.

Permanently enjoining Defendants from committing violations of the federal securities

laws and regulations thereunder alleged herein;

III.

Ordering Defendants to disgorge, with prejudgment interest, all ill-gotten gains received

as a result of the violations alleged herein;

III.

Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act

[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].

IV.

Barring Defendants, pursuant to Section 21(d)(6) of the Exchange Act [15 U.S.C. §

78u(d)(6) ] from participating in any offering of any penny stock; and

26

V.

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

JURY DEMAND

Plaintiff demands that this case be tried to a jury.

Dated:  June 25, 2019

Respectfully submitted,

   /s Daniel Maher
Daniel Maher
Antonia Chion
Kevin Guerrero
Matthew Reilly
Emily Shea
100 F Street, NE
Washington, DC 20549
[email protected]
202-551-4737 (Maher)

Attorneys for Plaintiff
U.S. Securities and Exchange Commission

mailto:[email protected]

27

DESIGNATION OF AGENT FOR SERVICE

 Pursuant to Local Rule 101.1(f), because the U.S. Securities and Exchange Commission (the

“SEC”) does not have an office in this district, the United States Attorney for the District of New

Jersey is hereby designated as eligible as an alternative to the SEC to receive service of all notices or

papers in the captioned action.  Therefore, service upon the United States or its authorized designee,

J. Andrew Ryman, Chief, Civil Division, United States Attorney’s Office for the District of New

Jersey, 402 E. State Street, Room 430, Trenton, NJ 08608 shall constitute service upon the SEC for

purposes of this action.

Dated: June 25, 2019     Respectfully submitted,

/s Daniel Maher
Daniel Maher

 Attorney for Plaintiff

Daniel Maher 
Antonia Chion 
Kevin Guerrero 
Matthew Reilly 
Emily Shea 
U.S. SECURITIES AND EXCHANGE COMMISSION 
100 F Street NE 
Washington, DC 20549 
 
Attorneys for Plaintiff 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

 

U.S. SECURITIES AND EXCHANGE  
COMMISSION, 
 

Plaintiff, 
 

v. 
 

WORLDWIDE MARKETS, Ltd.,  
TAB NETWORKS, Inc., and  
THOMAS F. PLAUT,  
 

Defendants. 
 

  
 
No. 2:19-CV-14205                                        
 
COMPLAINT 
 
Jury Trial Demanded 
 
 

 
Plaintiff United States Securities and Exchange Commission (the “SEC”) alleges as 

follows against the following Defendants, whose names and last known addresses are set forth 

below: 

a. Worldwide Markets, Ltd. (“WWM”) – 50 Tice Boulevard, Woodcliff Lakes, NJ 

07677; 

b. TAB Networks, Inc. (“TAB”) – 50 Tice Boulevard, Woodcliff Lakes, NJ 07677; 

c. Thomas F. Plaut – Saddle River, NJ 07458. 

SUMMARY 
 

1. These proceedings arise out of a fraudulent scheme carried out by WWM and its 

CEO, Thomas F. Plaut, to deceive retail customers about the nature of their investments and 

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misappropriate funds deposited by those customers with WWM. In furtherance of this scheme, 

WWM and Plaut engaged in deceptive conduct, including making materially false statements 

about the securities WWM sold to customers and customers’ ability to withdraw funds from their 

accounts. TAB, another entity controlled by Plaut, provided nearly all U.S. operations for 

WWM, and aided and abetted WWM’s violations of the registration provisions of the federal 

securities laws. 

2. Starting in at least June 2014, WWM solicited investments from retail customers 

using a website and other solicitation materials that offered customers the ability to “own and 

trade” stocks and options listed on the New York Stock Exchange (NYSE) and NASDAQ.   In 

reality, WWM’s customers’ funds were not used to trade stocks.  Instead, WWM sold those 

unwitting customers another type of security, a derivative called contracts for difference 

(“CFDs”) based on the value of single U.S. equities.  WWM then used the money customers 

deposited at WWM – money the customers had intended for the purchase of stocks – to fund 

WWM’s operations.   

3. WWM falsely led customers to believe that it was offering them a trading 

platform that operated in the manner of a typical securities brokerage account.  It provided 

customers with access to an online platform through which they could view their “portfolio,” 

which displayed U.S. equities the customer had purportedly purchased through the online 

platform.  The “portfolio overview” page of the WWM online platform displayed the “portfolio 

value,” which was derived by multiplying the quantity of each equity shown in the customer’s 

portfolio by that equity’s share price.   

4. The portfolio overview of the WWM online platform also displayed the 

“available cash” supposedly in the customer’s account, falsely indicating that funds deposited by 

the customer at WWM were segregated and earmarked for that customer.  In reality, however, 

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customers’ funds were not segregated or held for their benefit.  Instead, at Plaut’s direction, 

WWM commingled customer funds in WWM’s operating accounts and used those funds based 

on the “capital needs” of the company.  Similarly, WWM represented to customers that requests 

for the withdrawal of money deposited into their WWM accounts would be processed within two 

business days.   

5. By fall 2017, WWM’s business was failing.  Beginning in at least January 2018, 

WWM was delinquent in payments to the service provider that provided WWM’s online trading 

platform.  The service provider cut off WWM customers’ access to the trading platform, and 

WWM evaded repeated requests from customers to access their accounts or withdraw their 

funds.  Despite WWM’s representations that customer withdrawals would be processed within 

two business days and the misleading impression created by the portfolio overview that 

displayed customers’ “available cash,” in 2018, WWM did not honor a single request by a 

securities customer to withdraw the cash balance from his or her account. 

6. Because the values of the CFDs that WWM sold to its customers were tied to the 

values of underlying securities, they were security-based swaps.  Absent certain exceptions, the 

federal securities laws require that offerings in security-based swaps be registered with the SEC 

and that the transactions be executed on a registered national exchange.  As a result, WWM also 

violated the federal securities laws by selling securities-based swaps to retail customers in 

transactions that were not executed on a national securities exchange and without registering the 

offerings with the Commission.       

7. At all relevant times, Plaut controlled and directed the actions of WWM and 

TAB. 

8. By engaging in this conduct, Defendant WWM violated the antifraud, broker-

dealer registration, and security-based swap provisions of the federal securities laws:  Sections 

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5(e) and 17(a) of the Securities Act of 1933 (“Securities Act”), Sections 6(l), 10(b), and 15(a) of 

the Securities Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder.  Defendant 

Plaut aided and abetted WWM’s violations of Section 5(e) of the Securities Act and is liable as a 

control person under Section 20(a) of the Exchange Act for WWM’s violations of Sections 6(l), 

10(b), and 15(a) of the Exchange Act and Rule 10b-5 thereunder.  Additionally, TAB aided and 

abetted WWM’s violations of Section 5(e) of the Securities Act and Sections 6(l) and 15(a) of 

the Exchange Act. 

NATURE OF THE PROCEEDING AND RELIEF SOUGHT 

9. The Commission brings this action under the authority conferred upon it by 

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

77t(e)], and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]  to enjoin the transactions, 

acts, practices, and courses of business alleged in this Complaint and to seek orders of 

disgorgement,  along with prejudgment interest, civil penalties, and such other relief as the Court 

deems just and appropriate.    

JURISDICTION AND VENUE 

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

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

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

78u(d)(3)(A), 78u(e), and 78aa(a)]. 

11. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15 

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

transactions, acts, practices, and courses of business constituting the violations alleged in this 

Complaint occurred within the District of New Jersey and were effected, directly or indirectly, 

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

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communication in interstate commerce, or of the mails, or the facilities of national securities 

exchanges.  For example, WWM made material misstatements, engaged in other deceptive 

conduct, and acted as an unregistered broker-dealer from its principal place of business in 

Bergen County, New Jersey.  Defendant Plaut resides in Bergen County, New Jersey.  Defendant 

TAB’s principal place of business is in Bergen County, New Jersey. 

12. WWM’s online trading platform, where customers entered into orders with 

WWM—and where WWM and customers became bound to each CFD transaction—was hosted 

in Secaucus, New Jersey in Hudson County. 

DEFENDANTS 

13. Worldwide Markets, Ltd., is a broker-dealer registered and formed in the British 

Virgin Islands (“BVI”) with its principal place of business located in Woodcliff Lake, New 

Jersey.  During the relevant period, WWM allowed customers to engage in online trading for 

CFDs based on U.S. equities, commodities, and foreign exchange.  WWM has never been 

registered with the Commission in any capacity.  During the relevant period, WWM was owned 

and controlled by Plaut.  WWM ceased operations in 2018. 

14. TAB Networks, Inc., is a financial services technology company incorporated in 

Delaware with its principal place of business in Woodcliff Lake, New Jersey.  TAB provided 

nearly all U.S.-based operational services for WWM, which was TAB’s only client.  During the 

relevant period, Plaut owned at least 85% of TAB and solely directed its operations.  TAB 

employees served as WWM’s corporate officers, including the Chief Financial Officer, Chief 

Legal Officer, Chief Operating Officer, and Chief Revenue Officer.  In 2015, WWM’s auditors 

noted that WWM did “not maintain separate books and records” from TAB and “[a]ll 

transactions associated with [TAB] are included in the general ledger of [WWM].”  TAB has 

never been registered with the Commission in any capacity. 

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15. Thomas F. Plaut, age 57, resides in Saddle River, New Jersey.  During the 

relevant period, Plaut wholly owned Worldwide and owned at least 85% of TAB.  Plaut was the 

CEO of both WWM and TAB, and solely directed their operations.   

BACKGROUND ON CONTRACTS FOR DIFFERENCE 

16. As discussed in this complaint, a single-equity contract for difference (“CFD”) is 

a stock derivative that is an agreement between two parties to exchange the difference in value of 

an underlying stock between the time the contract is opened and the time it is closed.  If the share 

price increases for the underlying security, the seller pays this difference to the buyer.  

Conversely, if the underlying share price declines, the buyer must pay the seller the difference.      

17. Generally, the investor in a CFD is not required to pay for the underlying shares 

of the security.  Instead, it is industry custom and practice for CFD transactions to be highly 

leveraged.  Typically, a CFD investor primarily finances the transaction with margin, paying a 

small percentage of principal, transaction fees charged by the CFD provider, and interest on the 

margin.  Thus, a CFD allows an investor to recognize significant value from an underlying 

security’s price movement without having to make a cash payment for the full value for the 

underlying shares.   

18. The counterparty to a CFD transaction often hedges the risk by buying or selling 

on a national securities exchange the reference security underlying the CFD or a related stock 

option in an amount and at a price that matches the risk position taken by the CFD seller.  WWM 

regularly did so here. 

FACTS 

Worldwide Markets’ Business 

19. In 2009, Plaut opened WWM with a partner to offer foreign exchange trading 

services to individual customers outside of the United States.  In 2013, after Plaut took sole 

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control of WWM, it began offering foreign retail customers the ability to trade securities on U.S. 

markets.   

20. WWM was a BVI-registered broker-dealer, but had no employees or operations in 

the BVI.  Under BVI law, WWM was not allowed to conduct business in the BVI nor own 

property there.   

21. Pursuant to a 2011 “service-level agreement” between WWM and TAB, TAB 

provided WWM with a trading platform, training, accounting and financial services, and 

employees to perform these functions.  Accordingly, TAB’s employees handled WWM’s 

marketing, account opening, trading assistance, customer service, and account funding and 

withdrawals.  At its peak, TAB employed approximately 15 individuals, all of whom worked 

from an office in New Jersey.  These employees were located in New Jersey when—on behalf of 

WWM—they solicited customers, opened accounts, handled customer documentation, conducted 

“Know Your Customer” (“KYC”) checks, received and sent funds, and facilitated trade orders.   

22. WWM was TAB’s only “client,” and the two businesses were operated as one for 

all practical purposes.  WWM and TAB shared one set of officers and, at least prior to 2015, one 

set of books and records.  In 2015, WWM’s auditors identified a material weakness because 

WWM did “not maintain separate books and records” from TAB and “[a]ll transactions 

associated with [TAB] are included in the general ledger of [WWM].”   

23. Since 2013, Plaut owned and controlled both WWM and TAB.  As CEO, and in 

practice, Plaut exercised ultimate authority over WWM and TAB, including WWM’s securities 

business, its use of customer deposits, and statements on WWM’s website and other solicitation 

materials.  At all times relevant to the complaint, TAB was WWM’s agent. 

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WWM Made Misrepresentations Concerning  
Customers’ Ability to “Own and Trade” U.S. Equities 

 
24. WWM solicited customers for its securities business by directing them to its 

website, www.securities.worldwidemarkets.com, through emails, advertisements on Google, and 

a network of introducing brokers.  During the relevant time period, WWM’s website was hosted 

on servers within the United States. 

25. WWM advertised its securities trading services by offering retail customers the 

ability to “[o]wn and trade names like Apple, Starbucks, McDonalds, Microsoft and any other 

US stock on any U.S. exchange . . . .”  In direct emails to customers, WWM’s Chief Marketing 

Officer provided hyperlinks to the company’s website for additional information and stated, 

“[w]ith WWM, you will be able to choose from a vast array of investments, not just individual 

stocks like Apple, Google and Starbucks.  You can also invest in any ETF (Exchange Traded 

Fund) or Index. . . .”  WWM also offered its customers the ability to trade in penny stocks. 

26. In reality, when a customer entered an order to buy a U.S. stock through WWM, 

WWM sold the customer a single-equity CFD.  These CFDs were security-based swaps that 

provided exposure to an underlying asset—in this case, either a single U.S. equity or an 

exchange traded fund—without the customer actually owning it.  Purchasing a CFD is thus 

materially different from purchasing and owning a traditional equity.  In addition to not receiving 

an ownership interest in the underlying security, purchasers of WWM’s CFDs did not receive 

dividends from the underlying stocks and could not vote proxies on the stocks.  Holders of these 

CFDs were also unable to transfer the securities from one brokerage account to another.  

Furthermore, CFDs are typically traded with significant margin, with much higher leverage than 

traditional stock trading.  As such, purchasing CFDs generally requires significantly less capital 

outlay than purchasing stocks. 

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27. Plaut was aware of and approved the content of WWM’s website and email 

solicitations to prospective customers and knew or was reckless in not knowing that statements 

that customers could own and trade U.S. stocks through WWM were materially false.  The 

marketing employee who was responsible for drafting the content of WWM’s securities website 

and solicitation emails routinely sought and received approval of the content from Plaut before it 

was published or sent to prospective customers.  Plaut admitted that he was ultimately 

responsible for the statements on WWM’s website. 

28. For example, on September 25, 2013, the marketing employee sent Plaut an email 

with a link to the new landing page for WWM’s securities website, 

http://info.worldwidemarkets.com/securities.  Shortly thereafter, Plaut approved the website 

content at a meeting with the marketing employee.  The securities website contained the 

misleading language as recently as 2017. 

29. On October 31, 2013, the marketing employee sent Plaut a draft email to 

prospective customers, asking “[a]ny comments or edits on this proposed offer to stimulate some 

deposits on Equities? It would go out to everyone who has either opened an account or registered 

for more info.”  The draft email stated that “[t]rading US Stocks or Options with 

WorldwideMarkets is the best choice for non-US residents,” that customers could “[t]rade any 

US exchange traded stock or option,” and contained links to WWM’s securities webpages.  Plaut 

replied: “[e]verything looks good.  I will go over the websites later – we need to find the key to 

unlock funding of the equity accounts.” 

30. In April 2014, the marketing employee provided Plaut with a PowerPoint 

presentation entitled, “U.S. Equities: State of the Business.”  The presentation contains a slide 

with a screenshot of the WWM’s securities landing page for Google advertisements, titled 

“Trade US Stocks with WorldwideMarkets.”  The presentation also includes screenshots of 

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automated emails from WWM to prospective customers.  For instance, the email to prospective 

customers who filled out an account application stated: “[t]hank you for your interest in trading 

US stocks with WorldwideMarkets Online Trading.”    

31. Plaut also admitted that he knew of the content of WWM’s securities website, 

including the language advertising to prospective customers that they could “trade U.S. stocks” 

through WWM.  Although he knew that WWM was publicly offering prospective customers the 

opportunity to “own and trade U.S. stocks,” Plaut knew that WWM was actually selling CFDs to 

its unwitting customers. 

32. When it wanted to, WWM knew how to market and disclose the risks of CFDs.  

In fact, on one webpage dedicated to its foreign exchange and commodities CFD business, it 

included explicit disclosures about the nature and risks of CFDs.  No such disclosure was 

included on the securities section of WWM’s website or otherwise linked to any discussion of 

the securities product on its website. 

33. WWM also highlighted in direct emails to prospective customers that it was “very 

quick and easy” to open an account and that an account could be opened in five minutes or less.  

WWM advertised that customers could fund their account with credit cards, which many 

customers did. 

34. From 2013 to 2017, at least 80 customers opened accounts and deposited a total 

of over $800,000 to trade securities at WWM.   

35. For example, in 2014, Customer A, a resident of Nigeria, searched the internet in 

order to find a way to trade U.S. stocks.  In June 2014, after finding WWM’s website, which 

advertised the ability to trade U.S. stocks, he opened an account at WWM.  From September 

2014 through February 2015, Customer A wired a total of over $200,000 to WWM for the 

purpose of purchasing U.S. stocks and options. 

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36. In 2014, Customer B, a resident of Costa Rica, searched the internet in order to 

find a way to trade U.S. stocks.  He discovered and perused WWM’s website, which offered 

customers the ability to own and trade U.S. stocks.  After expressing interest in WWM’s 

services, in March 2014, Customer B received an email from a marketing employee at WWM, 

which stated:  “I hope by now you have had a chance to further research the U.S. Stock trading 

opportunity with WorldwideMarkets Online Trading . . . With WWM, you will be able to choose 

from a vast array of investments, not just individual stocks like Apple, Google, and Starbucks . . . 

By opening an account you would have access to this . . . When you are ready to invest in stocks, 

the funding process is easy as well.”  In February 2015, Customer B opened an account at 

WWM, and between February 2015 and April 2017, Customer B wired a total of approximately 

$60,000 to WWM for the purpose of purchasing U.S. stocks and options. 

WWM Engaged in Other Deceptive Conduct to Mislead Customers  
About the Securities They Were Purchasing 

 
37. WWM further misled its customers by providing them with an online trading 

platform that created the false appearance that customers were purchasing and holding U.S. 

equities through WWM, when in fact they were purchasing CFDs.  Using a U.S.-based third-

party service provider, WWM provided its securities customers with access to a web-based 

trading platform bearing the WWM logo through which customers could purportedly make stock 

trades and monitor their securities holdings.   

38. The trading platform purportedly allowed customers to buy and sell U.S. stocks.  

WWM charged a fee for each transaction.  The interface showed customers their “Portfolio” of 

holdings, listing each stock symbol, quantity, bid, ask, cost, day’s value, that day’s gain/loss, 

unrealized gain/loss, and other metrics.  Certain stocks were designated with a “D,” which a 

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legend explained meant “[s]tock pays dividend.”  However, because WWM had sold its 

customers CFDs, they were not entitled to and did not receive dividend payments. 

39. An example of how this online interface appeared to a WWM customer is 

pictured below: 

 

40. This online trading platform furthered the misleading impression that WWM 

offered customers the ability to trade and hold U.S. equities when, in reality, WWM sold 

customers only exposure to the fluctuations of the value of those equities through CFDs.  

41. When a customer entered a trade into the WWM-branded web-based trading 

platform, unbeknownst to the customer, WWM entered into a CFD with that customer.  WWM 

then hedged its exposure for that CFD by making a corresponding trade in the security 

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underlying the CFD using an omnibus account it held in its own name at a U.S.-registered 

broker-dealer (“Broker-Dealer A”).   

42. WWM’s pricing practices further deceived customers.  A CFD generally costs a 

customer significantly less because it is a heavily leveraged transaction.  WWM, however, 

typically charged customers the full price of the underlying security.  This pricing structure 

furthered WWM’s deception that they were selling customers stocks as advertised.   

43. The online account interface also created a misleading impression regarding 

WWM’s treatment of funds deposited by customers.  Customers’ “portfolio overview” also 

showed customers their “[a]vailable cash” balance, which was equal to the amount of funds they 

had deposited with WWM but not yet used to purchase securities plus any proceeds from sales of 

securities through WWM.  This created the false impression that WWM had segregated the 

customer’s funds solely for that customer’s use.  In reality, at Plaut’s direction, WWM 

commingled customer funds in WWM’s operating accounts and used those funds based on the 

“capital needs” of the company.   

44. Based on the statements on WWM’s website and solicitation emails, as well as 

the content and appearance of the trading platform, Customers A and B each believed that they 

were trading U.S. stocks and options through WWM.  Customers A and B also believed that the 

“[a]vailable cash” listed on their account interface on the trading platform was their own money, 

custodied for them by WWM. 

45. Plaut was familiar with the content and appearance of the platform.  Plaut also 

knew that WWM had sold customers CFDs and not U.S. equities as displayed in customers’ 

online “portfolios.”  Furthermore, Plaut and other WWM executives knew that the “available 

cash” amounts displayed in customers’ accounts might not be available to withdraw because 

WWM had commingled and used customers’ funds for other WWM expenses.  

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WWM Misappropriated Customer Funds 

46. Despite holding itself out as a broker and leading customers to believe otherwise, 

WWM did not custody customer funds as U.S.-registered broker-dealers are required to do.  

Instead, when a customer deposited money into a WWM account—although those funds were 

reflected as “available cash” in the customer’s WWM account interface—with Plaut’s approval, 

WWM directed the deposit to its general bank account.   

47. With Plaut’s knowledge, WWM used customer deposits based on the “capital 

needs of the company.”  WWM funded its omnibus account at Broker-Dealer A only as 

necessary and financed its trading in that account with margin.  WWM used some of the 

customer deposits to finance other business lines and other operational expenses, including 

salaries, capital distributions to Plaut, health insurance expenses, and expense reimbursements.   

48. From July 2014 to September 2018, Plaut wired or otherwise transferred more 

than $470,000 to himself or accounts jointly held with his wife from the TAB bank account, 

which was primarily funded by transfers from WWM’s operational account.   

49. When hedging its exposure to the CFDs it sold customers, WWM traded heavily 

on margin in its omnibus account with Broker-Dealer A.  For example, for five months in 2016, 

WWM’s margin balance was more than 20% of its total account value.  As a result, WWM’s 

omnibus account at Broker-Dealer A was systematically underfunded.  Meanwhile, with few 

exceptions, WWM’s securities customers were required to fully fund their accounts. 

Over time, as WWM’s business declined, WWM dissipated the customer funds it had deposited 

in its general bank account.  At the same time, Broker-Dealer A repeatedly requested that WWM 

transfer cash into its omnibus account.  On at least two occasions, the WWM omnibus account 

was put on “liquidate only” status, meaning that WWM could only sell securities it held in the 

omnibus account and was not allowed to purchase securities without depositing additional funds. 

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50. On July 26, 2017, WWM’s Chief Legal Office told Plaut that WWM was close to 

a margin call from Broker-Dealer A.  By September 2017, WWM’s margin balance was 

$112,177—nearly 25% the value of the assets held in its account. 

WWM Made Misrepresentations About Customers’ Ability to Withdraw Funds 

51. In addition to leading customers to believe that their funds were being segregated 

and held on their behalf, WWM’s website represented to customers that requests for withdrawal 

of money they had deposited into their WWM accounts would be processed within two business 

days.  Customers A and B both reviewed WWM’s representations about prompt withdrawals 

prior to opening and funding their WWM’s accounts.  As early as June 2017, however, WWM 

customers were unable to withdraw funds from their account within that timeframe.  For 

example, Customer A tried to withdraw funds that month, but WWM’s Chief Legal Office told 

him that “people are in and out of the office this time of year” and that there was an error in 

processing his withdrawal.  Customer A was not able to withdraw the funds. 

52. In September 2017, customers were no longer allowed to use funds they had 

deposited to place trades using WWM online trading platform because WWM’s underlying 

omnibus account at Broker-Dealer A had been placed on “liquidate only” status.  As a result of 

the status of WWM’s account at Broker-Dealer A, trades placed by WWM customers using the 

online trading platform were rejected, even though their personal portfolio overview screens 

showed available cash in their accounts.   

53. In an October 2017 email to WWM’s CFO and COO, Plaut wrote, “[t]he 

[omnibus] account is underfunded and it was only a matter of time before they put us on 

liquidation-only status.  The only way to change the account status is by sending enough money 

to offset the debit.  Obviously, we don’t have the money to do that at the moment, so we are at 

their mercy.”   

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54. As discussed, WWM contracted with a third party to provide WWM customers 

with an online trading platform.  In January 2018, WWM was significantly delinquent in its 

payments to this third party.  As a result, the provider terminated service to WWM customers, 

who then lost access to the trading platform and were unable to view their account holdings or 

enter trade orders.  WWM did not honor customer requests to withdraw money while the trading 

platform was unavailable.   

55. In March 2018, WWM customers briefly regained online access to their accounts, 

and WWM directed at least one customer (Customer A) to liquidate his positions, which he did.  

However, WWM ignored Customer A’s requests to withdraw his funds.   

56. Even as WWM ignored customer withdrawal requests, it transferred money to 

Plaut and other WWM officers.  In March 2018, WWM transferred $10,000, through a TAB 

bank account, to two TAB employees, paid nearly $30,000 in wages and health benefits (despite 

the fact that WWM and TAB had no employees besides Plaut at this time), and sent more than 

$21,000 to Plaut’s personal bank accounts. 

57. Plaut knew that WWM’s practice of using customer deposits to subsidize its 

operations and to finance securities purchases in the omnibus account could result in a liquidity 

crisis.  At least as early as July 2017, Plaut knew that WWM’s business was failing and the 

omnibus account was severely underfunded.  Yet WWM continued to accept customer deposits 

and represent that customers’ withdrawal requests would be processed within two business days. 

58. Throughout the spring and summer of 2018, WWM did not honor any customer 

withdrawal requests.  Neither Customer A not Customer B were able to withdraw their funds. 

59. As of June 2019, WWM owes at least 47 customers a total of at least 

$403,527.91.  Furthermore, because of WWM’s fraudulent statements and scheme, these 

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customers do not own tradeable securities with intrinsic value.  Instead, they own CFDs with a 

defunct counterparty, which are essentially worthless. 

WWM Violated the Securities Laws by Selling Security-Based Swaps Off-Exchange, Without 
a Registration Statement, While Acting as an Unregistered Broker 

 
60. From at least June 2014 through January 2018, WWM sold CFDs to its customers 

using a U.S.-based online trading platform hosted in Secaucus, New Jersey. 

61. As discussed above, once an account was funded, a customer could begin entering 

trades using the online platform.  While customers were led to believe they were engaging in 

traditional equities trades, WWM was, in fact, selling them single-equity CFDs.  In addition to 

charging customers the price of the underlying security in these transactions, WWM added a 

transaction-based fee of approximately $8 to $15 per trade.   

62.   WWM acted as the principal or counterparty to every customer CFD trade, 

meaning that when an accountholder took a position in a CFD, WWM took the other side of the 

trade. 

63. Each CFD sold by WWM was a security-based swap because, among other 

factors, it was an agreement, contract, or transaction based on a single security.  See 15 U.S.C § 

77b(a)(17); 15 U.S.C. § 78c(a)(68); 7 U.S.C. § 1a(18).  Security-based swaps are securities.  See 

15 U.S.C. § 78c(a)(10). 

64. In order to protect investors, the federal securities laws require that securities 

offerings be registered with the SEC, absent an applicable exemption.   

65. WWM offered and sold CFDs, executing the transactions in the United States, but 

failed to file a registration statement.  During the relevant period, Plaut knew that WWM offered 

and sold CFDs and that the transactions were not registered with the SEC. 

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66. Sales of security-based swaps are permitted without SEC registration if those 

sales are limited to “eligible contract participants”—which are defined as high-net-worth 

individuals with “amounts invested on a discretionary basis” of $10 million (or $5 million if the 

individual enters into a hedging agreement) and certain types of sophisticated and/or regulated 

entities.   

67. WWM securities customers were not “eligible contract participants.”  For 

example, Customers A and B each had less than $5 million invested on a discretionary basis. 

68. Similarly, the CFD transactions were not effected on a registered national 

securities exchange, as required by federal law.  Instead, all of the sales took place through the 

third-party online trading platform hosted in New Jersey, which is not registered as a securities 

exchange in the U.S. 

69. Finally, WWM illegally operated as an unregistered broker.  The federal 

securities laws require that any broker operating within the United States register with the SEC.   

70. WWM regularly effected securities transactions for the accounts of others.  

WWM held itself out as a platform for foreign retail investors to trade securities listed on NYSE 

and NASDAQ.  WWM solicited customers for its securities business with its website, Google 

advertisements, and e-mails to prospective customers.  At least 80 securities customers deposited 

funds and used WWM’s platform to execute trades for hundreds of thousands of dollars in CFDs 

for their accounts.  The platform that WWM provided its customers featured an interface that 

resembled a traditional online broker platform.  See Paragraph 39, above.  The trades between 

WWM and its customers were executed over a website based in Secaucus, New Jersey.  WWM 

charged a per-transaction fee for each CFD trade, which was its only source of income related to 

its single-security CFD business. 

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71. Through its arrangement with TAB, individuals located in New Jersey solicited 

customers, opened accounts, handled customer documentation, conducted “Know Your 

Customer” (“KYC”) checks, received and sent funds, and facilitated trade orders on behalf of 

WWM.   

72. Despite the fact that it was acting as a broker, WWM failed to register with the 

SEC.  In failing to do so, it violated the federal securities laws. 

73. Because TAB provided the employees and all operational services for WWM to 

sell CFDs without a registration statement, outside of a national securities exchange, and without 

registering as a broker with the SEC, TAB aided and abetted WWM’s violations. 

FIRST CLAIM FOR RELIEF 
(Against WWM) 

 
Fraud in Connection With the Purchase of Securities 

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

74. The Commission realleges and incorporates by reference paragraphs 1 through 73 

above. 

75. As a result of the conduct alleged herein, Defendant WWM knowingly or 

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

the means or instrumentality of interstate commerce or of the mails, or a facility of a national 

securities exchange: 

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

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

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and/or 

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

as a fraud or deceit upon any person in connection with the purchase or sale of 

any security. 

76. By engaging in the foregoing conduct, Defendant WWM violated, and unless 

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

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

SECOND CLAIM FOR RELIEF 
(Against WWM) 

 
Fraud in Connection With the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 
 

77. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

78. As a result of the conduct alleged herein, Defendant WWM knowingly or 

recklessly, in the offer or sale of securities, directly or indirectly, by the use of the means or 

instruments of transportation or communication in interstate commerce, or the mails: 

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

b. Knowingly, recklessly, or negligently obtained money or property by means of 

any untrue statements of material fact, or omitted to state material facts necessary 

in order to make the statements made, in light of the circumstances under which 

they were made, not misleading; and/or 

c. Knowingly, recklessly, or negligently engaged in transactions, practices, or 

courses of business which operated or would operate as a fraud or deceit upon the 

purchases or securities. 

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79. By engaging in the foregoing conduct, Defendant WWM violated, and unless 

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

77q(a)]. 

THIRD CLAIM FOR RELIEF 
(Against WWM) 

 
Offer of Unregistered Security-Based Swaps with Non-Eligible Contract Participants 

Violations of Section 5(e) of the Securities Act 
 

80. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

81. Defendant WWM, directly or indirectly, in the absence of any applicable 

exception, made use of the means or instruments of transportation or communication in interstate 

commerce or the mails, to offer to sell, offer to buy or purchase or sell, a security-based swap to 

persons who are not eligible contract participants as defined in Section 1a(18) of the Commodity 

Exchange Act, without an effective registration statement. 

82. By engaging in the foregoing conduct, Defendant WWM has violated, and unless 

restrained and enjoined will again violate, Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)]. 

FOURTH CLAIM FOR RELIEF 
(Against WWM) 

 
Effecting Transactions in Security-Based Swaps with Non-Eligible Contract Participants 

Violations of Section 6(l) of the Exchange Act 
 

83. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

84. Defendant WWM effected transactions in security-based swaps with or for a 

person that is not an eligible contract participant, without such transaction being effected on a 

national securities exchange registered pursuant to subsection 6(b) of the Exchange Act [15 

U.S.C. § 78f(b)]. 

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85. By engaging in the foregoing conduct, Defendant WWM has violated, and unless 

restrained and enjoined will again violate, Section 6(l) of the Exchange Act [15 U.S.C. § 78f(1)]. 

FIFTH CLAIM FOR RELIEF 
(Against WWM) 

 
Failure to Register as a Broker 

Violations of Section 15(a)(1) of the Exchange Act 
 

86. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

87. Defendant WWM, by engaging in the conduct described above, made use of the 

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

or attempt to induce the purchase or sale of securities, without being registered as a broker in 

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

88. By engaging in the conduct described above, Defendant WWM violated, and 

unless restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange Act. 

SIXTH CLAIM FOR RELEIF 
(Against Plaut)  

 
Section 20(a) of the Exchange Act 

 
89. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

90. As alleged above, Defendant WWM violated Section 10(b) of the Exchange Act 

and Rule 10b-5(b) thereunder, Section 6(l) of the Exchange Act, and Section 15(a)(1) of the 

Exchange Act. 

91. During the relevant period, Defendant Plaut possessed the power to direct or 

cause the direction of the management, policies, and actions of WWM.  Defendant Plaut 

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exercised that power by, directly or indirectly, inducing Defendant WWM to engage in the acts 

and omissions alleged in this Complaint. 

92. Defendant Plaut is a “controlling person” of Defendant WWM pursuant to 

Section 20(a) of the Exchange Act. 

93. As a controlling person of Defendant WWM, Defendant Plaut is liable for 

WWM’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 

6(l) of the Exchange Act, and Section 15(a)(1) of the Exchange Act. 

SEVENTH CLAIM FOR RELIEF 
(Against Plaut)  

 
Aiding and Abetting 

Section 5(e) of the Securities Act 
 

94. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

95. Defendant Plaut substantially assisted Defendant WWM’s violations of Section 

5(e) of the Securities Act; he had actual knowledge of its violations and his role in furthering 

them. 

96. By engaging in the conduct described above, Defendant Plaut aided and abetted 

Defendant WWM in its violations of Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)]. 

EIGHTH CLAIM FOR RELIEF 
(Against TAB) 

 
Aiding and Abetting 

Section 5(e) of the Securities Act 
 

97. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

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98. Defendant TAB substantially assisted Defendant WWM’s violations of Section 

5(e) of the Securities Act; it had actual knowledge of its violations and its role in furthering 

them. 

99. By engaging in the conduct described above, Defendant TAB aided and abetted 

Defendant WWM in its violations of Section 5(e) of the Securities Act [15 U.S.C. § 77e(e)]. 

NINTH CLAIM FOR RELIEF 
(Against TAB) 

 
Aiding and Abetting 

Section 6(l) of the Exchange Act 
 

100. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

101. Defendant TAB substantially assisted Defendant WWM’s violations of Section 

6(l) of the Exchange Act; it had actual knowledge of its violations and its role in furthering them. 

102. By engaging in the conduct described above, Defendant TAB aided and abetted 

Defendant WWM in its violations of Section 6(l) of the Exchange Act [15 U.S.C. § 78f(1)]. 

TENTH CLAIM FOR RELIEF 
(Against TAB) 

 
Aiding and Abetting 

Section 15(a)(1) of the Exchange Act 
 

103. The Commission re-alleges and incorporates by reference paragraphs 1 through 

73 above. 

104. Defendant TAB substantially assisted Defendant WWM’s violations of Section 

15(a)(1) of the Exchange Act; it had actual knowledge of its violations and its role in furthering 

them. 

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105. By engaging in the conduct described above, Defendant TAB aided and abetted 

Defendant WWM in its violations of Section 15(a)(1) of the Exchange Act [15 U.S.C. § 

78o(a)(1)]. 

PRAYER FOR RELIEF 
 

WHEREFORE, the Commission respectfully requests a Final Judgment:   

I. 

Finding that Defendants violated the provisions of the federal securities laws alleged 

herein;  

II. 

Permanently enjoining Defendants from committing violations of the federal securities 

laws and regulations thereunder alleged herein; 

III. 

Ordering Defendants to disgorge, with prejudgment interest, all ill-gotten gains received 

as a result of the violations alleged herein; 

III. 

Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 

IV. 

Barring Defendants, pursuant to Section 21(d)(6) of the Exchange Act [15 U.S.C. § 

78u(d)(6) ] from participating in any offering of any penny stock; and  

 

 

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V. 

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

 

JURY DEMAND 
 
Plaintiff demands that this case be tried to a jury. 
 
 

Dated:  June 25, 2019 
 

Respectfully submitted,  
 

   /s Daniel Maher 
Daniel Maher 
Antonia Chion 
Kevin Guerrero 
Matthew Reilly 
Emily Shea 
100 F Street, NE 
Washington, DC 20549 
[email protected] 
202-551-4737 (Maher) 
 
Attorneys for Plaintiff 
U.S. Securities and Exchange Commission 
 

 

 

 

 

 

 

 

 

 

 

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mailto:[email protected]


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DESIGNATION OF AGENT FOR SERVICE 

 Pursuant to Local Rule 101.1(f), because the U.S. Securities and Exchange Commission (the 

“SEC”) does not have an office in this district, the United States Attorney for the District of New 

Jersey is hereby designated as eligible as an alternative to the SEC to receive service of all notices or 

papers in the captioned action.  Therefore, service upon the United States or its authorized designee, 

J. Andrew Ryman, Chief, Civil Division, United States Attorney’s Office for the District of New 

Jersey, 402 E. State Street, Room 430, Trenton, NJ 08608 shall constitute service upon the SEC for 

purposes of this action. 

Dated: June 25, 2019     Respectfully submitted, 
 

        
/s Daniel Maher 
Daniel Maher 

 Attorney for Plaintiff 
 

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