2019-05-17 sec-litreleases complaint 482 KB 62,673 chars

SEC v. JOHN DOE, No. 4:19-cv-1774, Southern District of Texas (May 17, 2019) — Complaint

raw: Comp24470

Comp24470, No. 4:19-cv-1774 (May 17, 2019)

Caption: Securities and Exchange Commission v. John Doe

Exhibit of Andrew I. Farmer, Scott R. Sieck, Eddie D. Austin, Jr., Carolyn P. Austin, and John D. Brotherton

summary

The SEC is pursuing legal action against five individuals for their involvement in a pump-and-dump scheme that manipulated the stock prices of several penny stocks, resulting in over $15 million in illegal gains.

paragraph

The scheme involved the use of fake promotional campaigns and the distribution of misleading information to artificially inflate the stock prices of companies such as Puget Technologies, Gankit Corporation, and Nhale, Inc. The individuals involved have been charged with various crimes, including conspiracy to commit wire fraud and securities fraud, and are accused of evading securities registration provisions through sham public offerings and concealing their direct role in the companies' stock issuance. The SEC is seeking injunctions, disgorgement of ill-gotten gains, and civil penalties.

narrative

The Securities and Exchange Commission (SEC) is pursuing legal action against five individuals for their involvement in a pump-and-dump scheme that manipulated the stock prices of several penny stocks, resulting in over $15 million in illegal gains. The scheme involved the use of fake promotional campaigns and the distribution of misleading information to artificially inflate the stock prices of companies such as Puget Technologies, Gankit Corporation, and Nhale, Inc. The individuals involved have been charged with various crimes, including conspiracy to commit wire fraud and securities fraud, and are accused of evading securities registration provisions through sham public offerings and concealing their direct role in the companies' stock issuance. The SEC is seeking injunctions, disgorgement of ill-gotten gains, and civil penalties. The scheme was carried out through a coordinated effort involving the use of a windowless conference room in Houston, known as the 'war room,' and encrypted communications. The group's leadership included Defendants Farmer, Eddie Austin, Sieck, and, at various times, Brotherton, with Defendant Carolyn Austin also aware of the Group's activities and sharing in its illicit proceeds. The group's illegal pump-and-dump scheme involved the successive, serial 'pump-and-dump' of multiple different penny stocks quoted on U.S. markets. The group coordinated its illegal pump-and-dump scheme through frequent meetings in the 'war room,' as well as through encrypted communications. Between April 2014 and May 2017 alone, the Group's scheme included at least five different penny stock issuers and yielded at least $15 million in ill-gotten gains.

Enriched metadata

Scheme: other (10%)
Court: Southern District of Texas
Case No.: 4:19-cv-1774

Classified other(confidence 10%). No EDGAR filing fingerprint (criminal/DOJ-side scheme). detection rule →

Extracted insights

Dollar amounts 9

$15.00M $15 million $10M–$100M
$7.67M $7.67 million $1M–$10M
$1.44M $1.436 million $1M–$10M
$1.33M $1.33 million $1M–$10M
$1.10M $1.1 million $1M–$10M
$250K $250,000 $100K–$1M
$101K $100,650 $100K–$1M
$15K $15,000 $10K–$100K
$10K $10,000 $10K–$100K

Entities 10

person coordinated trades
person coordinated trading
person defendant carolyn austin
organization Defendants
company group
scheme_term illegal pump-and-dump scheme
person illicit proceeds
person materially misleading promotional campaigns
scheme_term securities fraud scheme
company the group

Triples 44

Defendants planned and perpetrated securities fraud scheme
Group included Defendants Farmer, Eddie Austin, Sieck, and Brotherton
Defendant Carolyn Austin aware of Group's activities
Defendant Carolyn Austin sharing in illicit proceeds
Group coordinated illegal pump-and-dump scheme
Group yielded at least $15 million in ill-gotten gains
Group obtained secret control over all, or virtually all, of each of the Issuers' outstanding stock
Group installed a figurehead CEO
Group orchestrating coordinated trading
Group orchestrated materially misleading promotional campaigns
Group unloading their stock on unsuspecting investors
Defendants planned and perpetrated a securities fraud scheme involving the successive, serial 'pump-and-dump' of multiple different penny stocks
The Group coordinated its illegal pump-and-dump scheme through frequent meetings in a windowless conference room in Houston and encrypted communications
The Group yielded at least $15 million in ill-gotten gains between April 2014 and May 2017
The Group obtained secret control over all, or virtually all, of each of the Issuers' outstanding stock
The Group installed a figurehead CEO at each Issuer
The Group obtained and deposited purportedly free-trading shares of each Issuer's stock with its various foreign and domestic alter ego entities
The Group orchestrated matched or otherwise coordinated trades in each Issuer's stock to create the illusion of market demand
SECURITIES & EXCHANGE COMMISSION alleges securities fraud scheme
Defendants planned securities fraud scheme
Defendants perpetrated securities fraud scheme
Group yielded $15 million
Group included at least five different penny stock issuers
Farmer included Group's leadership
Eddie Austin included Group's leadership
Sieck included Group's leadership
Brotherton included Group's leadership
Carolyn Austin aware of Group's activities
Carolyn Austin sharing in illicit proceeds
Group coordinated illegal pump-and-dump scheme
Group obtained secret control
Group installed figurehead CEO
Group proceeded fraudulently to obtain
Group primed the pump
Group orchestrated coordinated trades
United States Securities and Exchange Commission alleges securities fraud scheme
Defendants planned and perpetrated securities fraud scheme
The Group included Defendants Farmer, Eddie Austin, Sieck, and Brotherton
Carolyn Austin shared in illicit proceeds
The Group coordinated illegal pump-and-dump scheme
The Group's scheme yielded $15 million in ill-gotten gains
The Group obtained secret control over Issuers' outstanding stock
The Group installed figurehead CEO
The Group obtained free-trading shares of each Issuer's stock

PDF

Comp24470 · Source

Text layers

Extracted body text (62,673c)

UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION

__________________________________________
)
SECURITIES & EXCHANGE COMMISSION, )
)
Plaintiff, ) Civil Action No.: 4:19-cv-1774
)
v. )
)
ANDREW I. FARMER, )
EDDIE D. AUSTIN, JR., )
SCOTT R. SIECK, )
CAROLYN P. AUSTIN )
and )
JOHN D. BROTHERTON, )
)
Defendants. )
__________________________________________ )

COMPLAINT

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

NATURE OF THE ACTION

1. Between at least May 2011 and May 2017, Defendants, acting as a Group

(hereinafter the “Group”) planned and perpetrated a securities fraud scheme involving the

successive, serial “pump-and-dump” of multiple different penny stocks quoted on U.S. markets.

The Group’s leadership included Defendants Farmer, Eddie Austin, Sieck, and, at various times,

Brotherton, with Defendant Carolyn Austin also aware of the Group’s activities and sharing in its

illicit proceeds. The Group coordinated its illegal pump-and-dump scheme through frequent

meetings in, among other locations, a windowless conference room in Houston (to which it

referred as its “war room”), as well as through encrypted communications. Between April 2014

and May 2017 alone, the Group’s scheme included at least five different penny stock issuers

(hereinafter the “Issuers”) and yielded at least $15 million in ill-gotten gains.

2. A “pump-and-dump” is a species of securities fraud involving “penny stocks,”

which are stocks publicly quoted on U.S. over-the-counter markets and having share prices

ranging from just pennies to as much as five dollars. A “pump-and-dump” typically involves at

least four major integrated, fraudulent phases, often referred to as “get the stock,” “prime the

pump,” “pump the stock,” and “dump the stock.” In the first stage, the perpetrators secretly

acquire all, or virtually all, of a penny stock issuer’s freely tradeable stock, typically allocating

the stock’s nominal ownership across an array of alter ego front companies. Next, they

orchestrate coordinated trading to create the false appearance of market interest in the stock and

to set artificially elevated share prices. Next, they orchestrate materially misleading promotional

campaigns urging investors to buy the stock based on purported prospects of imminent gains.

Finally, they exploit the share price and trading volume rises their actions have created by

unloading their stock on unsuspecting investors, who are typically left holding worthless paper

after their promotional campaigns end. A pump-and-dump typically involves violations of both

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

3. To implement its own pump-and-dump scheme, the Group followed this general

pattern, but added additional features designed both to enhance its scheme’s profitability and to

frustrate its detection. In its scheme’s “get the stock” phase, the Group first obtained secret

control over all, or virtually all, of each of the Issuers’ outstanding stock, and installed a

figurehead CEO, whose actions it could direct, at each Issuer. The Group then proceeded

fraudulently to obtain, and to deposit with its various foreign and domestic alter ego entities,

purportedly free-trading shares of each Issuer’s stock.

4. The Group next “primed the pump” by orchestrating “matched” or otherwise

coordinated trades (in which both buyer and seller were secretly in league, working together to

create the illusion of market demand and to set artificially elevated prices) in each Issuer’s stock.

5. In order to then “pump the stock” the Group secretly arranged for and funded

massive, materially misleading promotional campaigns. These campaigns primarily featured

email blasts and online “click ads,” and the Group timed these campaigns to coincide with press

releases it caused each Issuer to disseminate. In preparation for this phase of its scheme, the

Group had met and formulated materially misleading “story arcs” for each Issuer. Each “story

arc” set forth the Issuer’s supposed line of business and a detailed timeline for when the Issuer

would disseminate press releases and what those releases would say. The goal of each “story

arc” was to induce investors to purchase the Issuer’s stock. When carrying out its promotional

campaigns for each Issuer, the Group followed these “story arcs.”

6. After the Group’s coordinated and matched trading (priming) and promotional

campaigns (pumping) caused the price of each stock to rise, the Group dumped its stock into the

market. It then distributed the ill-gotten gains among the Group’s leaders using complex and

secretive means designed to avoid detection.

7. From Spring 2014 to Spring 2017, the Issuers whose stocks were the subject of

the Group’s pump-and-dump schemes included:

a. Puget Technologies, Inc., whose ticker symbol was PUGE (hereinafter

“Puget”);

b. Gankit Corporation, whose ticker symbol was GANK (hereinafter “Gankit”);

c. Nhale, Inc., whose ticker symbol was NHLE (hereinafter “Nhale”);

d. Horizon Energy Corp., whose ticker symbol was HORI (hereinafter

“Horizon”); and

e. Valmie Resources, Inc., whose ticker symbol was VMRI (hereinafter

“Valmie”).

8. By the conduct described herein, Farmer, Eddie Austin, Sieck, Carolyn Austin,

and Brotherton violated the antifraud provisions of the Securities Act of 1933 (“Securities Act”)

[15 U.S.C. § 77q(a)], and the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§

78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. §§ 240.10b-5], as well as the registration

provisions of the Securities Act [15 U.S.C. §§ 77e(a) and (c)]. Defendants will continue to

violate the aforementioned provisions unless restrained or enjoined by this Court. Accordingly,

the Commission seeks injunctive relief, disgorgement of ill-gotten gains, prejudgment interest,

civil penalties, and other appropriate and necessary equitable and ancillary relief.

JURISDICTION AND VENUE

9. This Court has jurisdiction over this action pursuant to Securities Act Sections

20(d)(1) and 22(a) [15 U.S.C. §§ 77t(d)(1) and 77v(a)] and Exchange Act Sections 21(d), 21(e),

21A, and 27 [15 U.S.C. §§ 78u(d), 78u(e), 78u-1, and 78aa].

10. Defendants, directly or indirectly, made use of the means and instrumentalities of

interstate commerce, of the mails or of the facilities of a national securities exchange, in

connection with the acts, practices, and courses of business alleged herein, certain of which

occurred within the Southern District of Texas.

11. Venue in this district is proper under Section 22(a) of the Securities Act

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

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

occurred within the Southern District of Texas.

DEFENDANTS

12. Andrew Ian Farmer (“Farmer”), age 40, is a U.S. citizen residing in Houston,

Texas. As detailed below, Farmer helped oversee and coordinate virtually every aspect of the

pump-and-dump scheme detailed herein. On February 1, 2019, Farmer pleaded guilty to one

count of conspiracy to commit wire fraud and securities fraud in violation of 18 U.S.C. § 371 and

one count of securities fraud in violation of 15 U.S.C. §§ 77q(a) and 77x, before this court in

United States v. Farmer, et al., Crim. No. 4:16-CR-408 (S.D. Tex.).

13. Eddie Douglas Austin, Jr. (“Eddie Austin”), age 68, is a U.S. citizen currently

residing in Houston, Texas. Eddie Austin is married to Defendant Carolyn Austin. Eddie Austin

is a former stockbroker (who was sanctioned by the New York Stock Exchange in 1986) and a

former lawyer (who was permanently barred, by consent, from practicing law “in Louisiana or

any other jurisdiction” in 2011 (see In re Austin, 60 So.3d 604 (La. 2011)), and from appearing

or practicing before the Commission in 2013 (see Matter of Eddie Douglas Austin Jr., Esq.,

Exchange Act Rel. No. 34-69326/April 5, 2013). In January 2013, he consented to a permanent

antifraud injunction and penny stock bar in settlement of an SEC penny stock fraud case. See

SEC v. Sunrise Solar Corporation et al., Civil Action No. 5:12-CV-918 (W.D. Tex., filed Sept.

28, 2012). His role in the scheme included participating in “war room” strategy meetings,

helping formulate “story arcs” for the various Issuers, and funding various expenditures he knew

to be in furtherance of pump-and-dumps of the various Issuers’ stock. On January 16, 2019,

Eddie Austin pleaded guilty in United States v. Farmer, et al., Crim. No. 4:16-CR-408 (S.D.

Tex.) to one count of conspiracy to commit wire in violation of 18 U.S.C. § 371.

14. Scott Russell Sieck (“Sieck”), age 60, is a U.S. citizen residing in Winter Park,

Florida. Sieck is a former stockbroker who was permanently enjoined, by consent, in settlement

of an SEC penny stock fraud enforcement action, from violating the antifraud and registration

provisions of the federal securities laws. See SEC v. Scott R. Sieck et al., Civil Action No. 99-

6165-CIV-Dimitroulas (S.D. Fla., filed Feb. 10, 1999). In this pump-and-dump scheme, Sieck

oversaw the Group’s trading in the various Issuers’ stock and, in doing so, among other things

recruited and directed brokers to effect trades in the Issuers’ stock for the Group’s benefit. Sieck

also attended the Group’s “war room” strategy meetings during which the “story arcs” for the

various Issuers were formulated. On January 14, 2019, Sieck pleaded guilty in United States v.

Farmer, et al., Crim. No. 4:16-CR-408 (S.D. Tex.) to one count of conspiracy to commit wire

fraud in violation of 18 U.S.C. § 371.

15. Carolyn Price Austin (“Carolyn Austin”), age 64, is a U.S. citizen currently

residing in Houston, Texas. She is married to Defendant Eddie Austin. She has twice been

permanently enjoined, by consent, in settlement of separate SEC penny stock fraud enforcement

actions, the first enjoining future violations of the securities registration provisions, and the

second adding a penny stock bar. See SEC v. Sunrise Solar Corporation et al., Civil Action No.

5:12-CV-918 (W.D. Tex., filed Sept. 28, 2012) and SEC v. Farmer et al., Civil Action No. 4:14-

cv-02345 (S.D. Tex., filed Aug. 14, 2014). Her role in the scheme included attending the

Group’s “war room” strategy meetings at which the Group formulated promotional strategies

concerning the various Issuers, and allowing the Group to open and to use, in furtherance of the

scheme, accounts bearing her name. On January 16, 2019, Carolyn Austin pleaded guilty in

United States v. Farmer, et al., Crim. No. 4:16-CR-408 (S.D. Tex.) to one count of misprision of

a felony in violation of 18 U.S.C. § 4.

16. John David Brotherton (“Brotherton”), age 59, is a U.S. citizen currently

residing in a federal detention facility in Conroe, Texas, where he is awaiting sentencing in

United States v. Farmer, et al., Crim. No. 4:16-CR-408 (S.D. Tex.). Brotherton participated in

“war room” strategy meetings―during which he and others formulated the “story arcs” for the

various Issuers―and coordinated promotions for the Group’s pump-and-dumps through late

2013. Brotherton later rejoined the Group’s scheme during its Valmie pump-and-dump, in

which he assisted in formulating promotional strategies and received distributions of illicit stock-

sale proceeds. On February 12, 2019, Brotherton pleaded guilty in United States v. Farmer, et

al., Crim. No. 4:16-CR-408 (S.D. Tex.) to one count of conspiracy to commit wire fraud in

violation of 18 U.S.C. § 371.

THE ISSUERS

17. Puget Technologies, Inc. (“Puget”) is a Nevada corporation headquartered,

during the relevant period, first in Fort Lauderdale, Florida, and then in Englewood, Colorado.

Puget was in the business of developing “innovative cannabinoid products and therapies” for the

treatment of various diseases. At all relevant times, Puget’s securities were quoted on OTC Link

under the symbol “PUGE.” Puget filed periodic reports, including Forms 10-K and 10-Q, with

the Commission until September 23, 2015. From June 2013 through May 2014, the Group (i)

made an unregistered offering of 14.95 million shares of Puget’s stock, comprising over 99.6%

of the Company’s unlegended shares, (ii) conducted a massive, materially misleading

promotional campaign touting Puget, and (iii) dumped its artificially inflated shares of Puget

stock into an unsuspecting market. By so doing, the Group reaped, from its securities

registration and securities fraud violations, at least $1.33 million in illicit Puget trading profits in

May 2014 alone.

18. Gankit Corporation (“Gankit”) was a Nevada corporation headquartered in

Houston, Texas that purportedly operated an online auction website. At all relevant times,

Gankit’s securities were quoted on the OTC Link under the ticker symbol “GANK.” Gankit

filed periodic reports, including Forms 10-K and 10-Q, with the Commission until April 11,

2014. (On June 13, 2014, Gankit’s name and ticker symbol were changed to Nhale, Inc. and

NHLE, described below.) From August 2013 through June 12, 2014, the Group (i) made an

unregistered offering of as many as 5.8 million shares of Gankit’s stock, comprising as much as

58% of the Company’s unlegended shares, (ii) conducted a massive, materially misleading

promotional campaign touting Gankit, and (iii) dumped its artificially inflated shares of Gankit

stock into an unsuspecting market. By so doing, the Group reaped, from its securities

registration and securities fraud violations, at least $100,650 in illicit Gankit trading profits

between May and mid-June 2014 alone.

19. Nhale, Inc. (“Nhale”), the successor to Gankit (see above), was a Nevada

corporation headquartered in Houston, Texas that purportedly engaged in the distribution of non-

flame smoking devices and in the pursuit of marijuana legalization. At all relevant times,

Nhale’s securities were quoted on the OTC Link under the ticker symbol “NHLE.” Nhale filed

periodic reports, including Forms 10-K and 10-Q, with the Commission until January 13, 2017.

From June 13, 2014 through at least January 7, 2015, the Group (i) made an unregistered

offering of as many as 4.2 million shares of Nhale’s stock, comprising as much as 42% of the

Company’s unlegended shares, (ii) conducted a massive, materially misleading promotional

campaign touting Nhale, and (iii) dumped its artificially inflated shares of Nhale stock into an

unsuspecting market. By so doing, the Group reaped, from its securities registration and

securities fraud violations, at least $1.1 million in illicit Nhale trading profits between June 2014

and January 2015 alone.

20. Horizon Energy Corp. (“Horizon”) was a Wyoming corporation headquartered

in Gulfport, Mississippi that purported to produce solar energy products and solutions. At all

relevant times, Horizon’s securities were quoted on the OTC Link under the ticker symbol

“HORI.” Horizon filed periodic reports, including Forms 10-K and 10-Q, with the Commission

until November 12, 2014. From June 19, 2013 through at least October 20, 2014, the Group

(i) made an unregistered offering of as many as 5.229 million shares of Horizon’s stock,

comprising as much as 52.9% of the Company’s unlegended shares, (ii) conducted a massive,

materially misleading promotional campaign touting Horizon, and (iii) dumped its artificially

inflated shares of Horizon stock into an unsuspecting market. By so doing, the Group reaped,

from its securities registration and securities fraud violations, at least $1.436 million in illicit

Horizon trading profits between May and October 2014 alone.

21. Valmie Resources, Inc. (“Valmie”) is a Nevada corporation with its principal

place of business in Houston, Texas. Originally incorporated in 2011, and quoted on OTC Link

since December 2012, Valmie underwent several changes to its business plan before

characterizing itself, beginning in January 2015, as a provider of unmanned aerial vehicle

services, or “drones.” At all relevant times, Valmie’s securities were quoted on the OTC Link

under the ticker symbol “VMRI.” Valmie filed periodic reports, including Forms 10-K and 10-

Q, with the Commission until April 13, 2017. The Commission suspended trading in VMRI on

May 4, 2017. From May 2014 through May 3, 2017, the Group utilized fraudulent devices that

included filing false registration statements, coordinating trading, and secretly funding

promotional campaigns to reap at least $7.67 million in illicit Valmie trading profits.

OTHER RELEVANT PERSONS AND ENTITIES

22. Black Diamond Media, Inc. (“Black Diamond”) was, at all relevant times a

Texas corporation (incorporated in September 2016) with its principal place of business in

Houston, Texas. The Group used Black Diamond to arrange for and fund promotions of Valmie

and receive distributions of Valmie stock sale proceeds.

23. Meridian Investment Group Inc. (“Meridian”) was, at all relevant times, a

Wyoming corporation with its principal place of business in Oviedo, FL, and owned by Sieck.

The Group used Meridian as a platform to effect matched and coordinated trading in, as well as

sales of, the various stocks comprising the scheme in furtherance of each pump-and-dump’s

prime the pump and dump the stock phases.

24. Spot Marketing LLC (“Spot Marketing”) was, at all relevant times, a Wyoming

corporation (incorporated in March 2012) with its principal place of business in Houston, Texas.

The Group used Spot Marketing to arrange and fund promotions of the scheme’s various stocks

and to receive distributions of their trading proceeds.

FACTS

Defendants’ Years-Long Pump-and-Dump Scheme

25. In 2011, Defendants Farmer, Eddie Austin, Sieck, and Brotherton formed their

Group (the “Group”), which they dedicated to perpetrating serial, successive pump-and-dump

frauds with U.S. penny stocks, with Carolyn Austin to share, with Eddie Austin, in the Group’s

profits.

26. Throughout the next six years, Farmer, Sieck, and Eddie Austin were Partners in

the Group, in that, on an informal and unaudited basis overseen by Farmer, each received

approximately equivalent distributions of each pump-and-dump’s net proceeds (except that

Eddie and Carolyn Austin together constituted a single Partner share). Brotherton was a Partner

in all of the Group’s pump-and-dumps occurring during his Group participation, which was

continuous until in or around late 2013, and that resumed by 2015, during the Group’s Valmie

pump-and-dump. For purposes of various of its pump-and-dumps within the past five years, and

typically with Eddie Austin’s concurrence, Farmer also caused the Group to add an additional

Partner or Partners.

27. Between at least its formation in or about May 2011 and May 2017, the Group

committed pump-and-dump frauds with penny stocks quoted for trading on U.S. markets. Of

these pump-and-dumps, the five involving the Issuers occurred, in whole or in part, within the

most recent five years.

28. In perpetrating the scheme, the Group carried out essentially the same steps with

each Issuer’s stock. Each pump-and-dump fraud began with the Group acquiring control of a

shell company either having, or that it soon outfitted with, what the Group considered to be an

appealing-to-penny-stock-investors business plan, and over which it installed, as CEO, either a

Group employee or a figurehead it recruited, whose activities the Group could, and did, direct.

Each also involved a company with little to no genuine business or revenue that the Group

nonetheless would aggressively promote as supposedly offering extremely lucrative prospects for

buyers of its stock. Each involved massive and profitable dumping of the stock by the Group,

through its foreign and domestic front companies, into the price and volume rises its promotional

campaigns triggered. This dumping, in each case, also violated the registration provisions. And

in each, the investors the Group deceived were left holding virtually worthless paper after the

Group’s promotions ceased.

I. Phase One: Getting the Stock (in both “unrestricted” and market-tradeable form)

A. Making A Sham Public Offering (Gankit/Nhale and Horizon)

29. In the case of three of the Issuers (Gankit, which became Nhale, and Horizon,

which had started as Solar America), the Group effected a sham public offering, for the purpose

of delivering purportedly free-trading stock to its alter ego front companies while, in fact,

evading the securities registration provisions of the federal securities laws. In orchestrating these

sham offerings, the Group acted principally through Farmer and, in the case of Solar

America/Horizon, through Eddie Austin as well. For these Issuers, the sham offerings were the

subject of S-1 registration statements filed with the Commission.

30. Although Solar America’s S-1 was filed on June 7, 2011 and became effective on

March 29, 2012, the Group’s distribution of Horizon shares in reliance on that S-1 continued into

October 2014.

31. Although Gankit’s S-1 was filed on July 29, 2012 and became effective on

November 28, 2012, the Group’s distribution of Gankit and Nhale shares in reliance on that S-1

continued into January 2015.

32. Both Solar America’s S-1 and Gankit’s S-1 purported to register a “self-

underwritten, best-efforts” offering through which each company’s CEO, without assistance

from agents or other third parties, would attempt to sell the offered shares to bona fide,

unaffiliated purchasers. Each of these claims, however, was materially false and misleading

because the offerings that actually occurred were drastically different from those described in the

registration statements.

33. In fact, the Group rigged both offerings in a manner designed to give the Group

control of millions of shares of purportedly unrestricted stock while creating the false appearance

that bona fide purchasers, and not the Group, were the shares’ buyers. The Group did this by

lining up straw purchasers, with the understanding that each would be afforded an opportunity in

six months’ time to remit the stock back to Farmer, or other Group personnel, for a 50% profit,

and with the expectation (nearly always justified) that each straw purchaser would do so.

Although each purchaser signed a subscription agreement and paid by check or wire, ostensibly

evidencing a bona fide purchase, these transactions were not legitimate because of, among other

things, the expectation that these purchasers would later sell their shares back to the Group.

34. During the Solar America offering, for example, Eddie Austin emailed a relative

on April 10, 2012, saying, in part: “Hi …. Another chance for you to make a 50% return within

six months. $10,000 investment. Talk tomorrow. Love ya.” This email included a forwarded

message from Farmer saying in part, “Eddie, here is the subscription agreement for [your

relative] to sign,” and attaching a Solar America subscription agreement. The relative promptly

signed and returned the agreement, along with a $10,000 check (to subscribe for 500,000 Solar

America shares), to Farmer’s office. Within four months, by August 15, 2012 (following a 3-

for-1 stock split), certificates for 1.5 million Solar America shares had been issued in the

relative’s name. On October 31, 2012, Farmer bought back these shares from the relative at the

50% return Eddie Austin had promised, using a $15,000 check drawn on one of the Group’s

domestic alter ego companies’ account.

35. Like Eddie Austin’s relative, the vast majority of the purported purchasers of

Solar America’s offering likewise soon resold their shares to a Group alter ego entity. In making

these “sales,” each did so at the very same share price, and on or about the same dates, as one

another. As a result of these transactions, virtually all the Solar America offering’s shares were

soon reconsolidated into share certificates issued in the names of the Group’s foreign and

domestic alter ego entities, which, in the case of that offering, totaled nine in number. As noted

above, the Group’s public sales of the shares that were reconsolidated continued into October

2014, by which time Solar America had become Horizon.

36. Similarly, in the case of Gankit/Nhale, the Group lined up thirty-seven straw

purchasers to purportedly fully subscribe to every last share in the Gankit offering. By pre-

arrangement, every single share so purchased was likewise reconsolidated into share certificates

issued in the names of the Group’s foreign and domestic alter ego entities, which, in the case of

that offering, totaled six in number. As noted above, the Group’s public sales of the shares that

were reconsolidated continued into January 2015, by which time Gankit had become Nhale.

37. The above-described conduct gave the false impression of bona fide public

offerings for both Solar America/Horizon and Gankit/Nhale, which, if genuine, would have

made each’s securities freely tradeable on the secondary market. In reality, however, because

the offerings were shams, Solar America/Horizon and Gankit/Nhale’s stock remained restricted,

and the Group’s subsequent sales of that stock, which continued until October 2014 and January

2015, respectively, constituted unregistered offerings of securities in violation of the registration

provisions of the federal securities laws.

B. Filing Fraudulent Market-Quotation Applications (Gankit/Nhale and Horizon)

38. Also in the case of Gankit/Nhale and Horizon (which started as Solar America),

the Group, acting principally through Farmer, orchestrated a materially false and misleading

application to FINRA to have each company’s shares quoted on the Over-the-Counter (“OTC”)

market (and thus readily tradeable by retail investors through their brokerage accounts).

39. In particular, the Group arranged for these Issuers to engage a market maker to

file a Form 211 with FINRA applying to have each Issuer’s stock cleared for quotation on the

OTC. A Form 211 calls for disclosure of certain detailed information about the issuer, which

FINRA uses, along with any supplemental information supplied in response to its follow-up

questions, to determine whether the issuer meets the relevant regulatory requirements. With

respect to Gankit/Nhale and Solar America/Horizon, the Group was able to obtain this clearance

only by misleading FINRA into believing there was sufficient investor interest in each

company’s business to warrant its clearing each company’s stock for such quotation.

40. As additional groundwork for this second step, the Group, principally through

taking steps devised during its “war room” strategy meetings, ensured that both companies

sustained a nominal level of operations and filed audited financial statements and periodic

reports. This, together with the purported demonstrated interest and participation of individual

investors in each company’s registered offerings (34 such investors in Solar America’s and 37 in

Gankit’s) created a façade lending to each the appearance of a legitimate startup company.

41. Despite the fact that the Solar America/Horizon and Gankit/Nhale 211

Applications were, before being submitted by their market maker sponsor, reviewed and signed

by each company’s CEO, it was in fact the Group, acting primarily through Farmer, that either

directed the 211 Application’s preparation, or helped prepare or review it. The same was true of

both Issuers’ responses to FINRA’s follow-up questions during FINRA’s review of the

applications.

42. In both cases, either the original application, or the responses to FINRA’s follow-

up questions, or both, included materially false and misleading representations. Solar

America/Horizon’s 211 file, for example, included a false claim that “no past, present or future

arrangement exists by which any person or entity would control … the sale, transfer, disposition

… or any other aspect of the shares listed on the shareholder list other than the person or entity

identified as the shareholder.” As Farmer and his Partners in the Group well knew, however, the

Group in fact had arrangements in place with every person on the shareholder list that it expected

would result (and in virtually every case did result) in those persons’ shares being reconsolidated

into the hands of the Group. For its part, Gankit/Nhale’s 211 File includes the false and

materially misleading claims that, among other things, the thirty-seven individuals who

purportedly purchased all the shares in Gankit’s public offering had been drawn to the company

through one of their number’s happening to come across the Company’s website, and then

recruiting the others.

C. Obtaining “Free Trading” Shares (All Issuers)

a. Solar America/Horizon and Gankit/Nhale

43. Because of the false appearance that Solar America’s/Horizon’s and

Gankit’s/Nhale’s stock had been issued in bona fide public offerings, and because the Group

concealed from the transfer agents (i) its direct role in the aforementioned public offerings and

(ii) its common ownership of all the foreign and domestic entities requesting cancellation and

reissuance of shares in these Issuers’ stock, each transfer agent mistakenly concluded that each

Issuer’s stock could be issued without restrictive legend.

44. Shares issued without restrictive legend are immediately and freely tradeable. But

shares obtained through a sham public offering orchestrated by persons controlling the Issuer, as

the Group’s Solar America, Horizon, Gankit, and Nhale shares were obtained, were, and should

have been legended as, restricted. That is because Securities Act Rule 144(a)(3)(i) provides that

“restricted securities means securities acquired directly or indirectly from the issuer, or from an

affiliate of the issuer, in a transaction or chain of transactions not involving any public offering.”

45. Thus, the Group caused each transfer agent to erroneously issue stock without

restrictive legend for Solar America/Horizon and Gankit/Nhale, thereby allowing the stocks to be

immediately and freely tradeable.

b. Puget and Valmie

46. The Group accomplished the same result in the case of Puget and Valmie as well,

for in the case of both Issuers, the Group acquired all of their outstanding shares from an affiliate

of the Issuer, that is, from a party that controlled the Issuer. The Group then proceeded to obtain

the cancellation of every share certificate it was able to obtain, and reissuance of those shares to

various alter ego front companies it controlled, without disclosing to transfer agents its common

ownership of those entities.

47. By these means, the Group succeeded in having the transfer agents for all five

Issuers’ stocks issue share certificates bearing no restrictive legend to the Group’s various

foreign and domestic alter ego front companies. This, in turn, enabled the Group to sell all five

stocks to the public on the market while avoiding applicable registration requirements and

trading restrictions.

c. Additional Machinations as to Valmie

48. In or about September 2014, authorities in Belize executed search and seizure

warrants at certain locations in Belize, including a brokerage house holding millions of the

Valmie shares that the Group had secretly acquired, as described above, from a party that had

controlled Valmie. In the aftermath of these seizures, the Group was unable to deposit and sell

the aforementioned Valmie shares, as it had planned to do, through various of the Group’s

foreign and domestic entities.

49. To redress its shortfall of Valmie shares, the Group proceeded to cause Valmie to

issue millions of additional shares, through a combination of debt offerings and private

placements, to various of the Group’s foreign and domestic alter ego entities. Acting primarily

through Farmer, the Group caused Valmie to file with the Commission materially false and

misleading registration statements on Form S-1 concerning these offerings, which characterized

the various Group entities receiving Valmie shares in these offerings as “selling shareholders.”

50. In particular, these registration statements falsely claimed that an array of

different, specific individuals exercised “sole voting and investment power” over the Valmie

shares issued to each entity, and, further, that none of the various entities receiving shares in

these offerings were affiliated with each other. In fact, however, as Farmer and the Group’s

other leaders well knew, each entity was de facto controlled by the Group, and all were

intimately affiliated with each other, as Group alter ego entities whose holdings and trading were

under the Group’s common control at all times. Thus, here again, the transactions registered

were not the transactions that actually occurred; and all the shares issued in the private offerings

were in fact issued to affiliates of the Company and remained restricted and subject to the

holding periods and volume limitations set forth in Securities Act Rule 144. Accordingly, the

Group’s subsequent offers and sales of millions of shares of Valmie stock were, in fact,

unregistered offerings that did not comply with Rule 144’s strictures.

51. The part of the scheme detailed heretofore subverted the SEC registration process

because, in the case of all five Issuers, the stock the Group obtained, through the means

described above, should have been restricted. Accordingly, the Group’s subsequent sales of all

five Issuers’ stock, so obtained, violated the registration provisions.

II. Phase Two: Priming the Pump

52. The next step in each of the Group’s five pump-and-dumps detailed herein was to

“prime the pump” by orchestrating matched or otherwise coordinated trades (in which both

buyer and seller are secretly in league, working together to create the illusion of market demand

and to set artificially elevated prices). The purpose of this activity was to create the artificial

appearance of real market interest in each Issuer’s stock, and to set artificially elevated share

prices from which the Group could launch its promotional campaigns for each Issuer’s stock.

53. To carry out this stage, the Group’s Partners and employees shared with one

another (with the respective account-holder’s authorization) the user names and passwords to

facilitate access, online, to the brokerage accounts of the Group’s various alter ego front

companies. Several of the Group’s Partners and employees, including Farmer and Sieck, also

opened individual accounts in their own names at discount brokerage firms, which they

could―and did―use for one side of matched or coordinated trades in the various pumped-and-

dumped Issuers.

54. Sieck’s primary role in the Group was to oversee its trading activity. To carry out

this role, Sieck, among other things, lined up a group of traders, including several working from

his Meridian entity’s warehouse, to log in to many of the Group’s various alter ego front

companies’ brokerage accounts and effect the trading.

III. Phase Three: Pumping the Stock

A. Formulating Materially Misleading “Story Arcs”

55. As part of their pump-and-dump scheme, the Group created, for each of the five

Issuers, what the Defendants referred to as “story arcs” (or “story boards” or “press arcs”). Each

story arc set forth each Issuer’s supposed line of business and a detailed timeline for when press

releases would be disseminated. The Group met in person to discuss potential story arcs, often in

the Group’s Houston, Texas “war room,” which was a windowless conference room, as well as

in other locations, such as the Bahamas and Las Vegas, Nevada.

56. The Group, which controlled each Issuer, also took the minimal steps necessary to

lend some superficial credence to the story arcs’ characterizations of each Issuer’s business.

This included ensuring each Issuer had some level of operations or assets within its purported

line of business, and that each had the minimum level of funding necessary to continue operating

long enough for the Group to unload the Issuer’s stock. The Group’s efforts were never oriented

toward any of the Issuers achieving genuine industrial or commercial success.

57. Farmer, the Austins and Sieck all attended or participated in some or all of these

strategy meetings, as did Brotherton, except during his hiatus from the Group.

58. The story arcs’ features included pre-planned press releases, often non-

substantive, exaggerated, or both, that would be timed to coincide with promotional campaigns,

as discussed below, in order to artificially increase the profiles of the companies and the volume

and price of the shares.

B. Launching Promotional Campaigns

59. The next step in each of the five Issuers’ pump-and-dumps was the Group’s

design, coordination, and disguised funding of massive, materially misleading promotional

campaigns urging investors to buy the stock in question. These campaigns, which accorded with

the fraudulent “story arcs” the Group had created, typically included both online banner-ad (also

known as “click ad”) and email-blast components, and were timed to coincide with Issuer press

releases. Because it controlled each Issuer, the Group was able to direct these releases’ content

and dissemination schedule.

60. The promotions were typically materially misleading in claiming each Issuer was

poised to generate commercial success leading to profitable returns for purchasers of its stock.

In fact, however, as all the Defendants well knew, none of the Issuers had any genuine prospect

of any such success, for the reasons stated at paragraph 56 above. Such materially misleading

claims included:

a. Assertions in a May 7, 2015 blast email from an online newsletter called The

Street Alert that Valmie “is an amazing Drone Technology Company which

has become the talk of the Street lately” and “is ready to move!”;

b. Assertions in a September 29, 2014 blast email from an online newsletter

called Small Cap Crowd that Nhale “develops and sells leading edge grow

technology in the marijuana space ready for rapid commercialization” and that

“Nhale is growing fast and working hard to ensure maximum returns for each

of its shareholders”;

c. Assertions in April 28, 2014 “click ads” that Puget was “Poised For Huge

Growth! Invest Now!” and was “Becoming a Major Player in Booming

Market. Invest in PUGE Now”; and

d. Assertions in August 4, 2014 and April 30, 2014 “click ads,” respectively, that

Horizon was “Helping Revitalize American Oilfields” and was “Poised For

Huge Growth. Invest Today!”.

61. The promotions’ disclaimers also included materially misleading statements

claiming that “a non-affiliate third party” had paid for them, when, in fact, the Group paid for the

promotions for all five of the Issuers. The Defendants facilitated these materially misleading

statements by routing their funding of the promotions through various third parties. For example

(i) the Valmie email blast from The Street Alert, referenced above, included the claim that the

newsletter had “received a total of $15,000 from a non affiliate third party[, Media Company A]”

for disseminating the blast and (ii) the Nhale Small Cap Crowd email blast, referenced above,

included the claim that the newsletter had “been compensated up to two thousand dollars for the

marketing awareness budgeting efforts on NHLE via wire/transfer by an unrelated third party,

[Media Company B].” In fact, however, in both cases, one of the Group’s domestic alter ego

entities had paid for the promotion, and had those funds routed through two intermediary entities

to obscure their origin. In other cases, the Group drew upon other funding sources available to it.

These included using various of the Defendants’ American Express cards, and then reimbursing

them from Group alter ego entities’ accounts.

62. All the Defendants materially contributed to the Group’s promotional efforts

concerning the Issuers.

63. Between 2014 and 2017, Spot Marketing and Black Diamond Media entities were

the primary vehicles through which the Group coordinated promotions of the Issuers’ stock. All

the Defendants contributed to funding these promotional campaigns during this period, whether

through applying portions of their stock sale profits, or making payments using their American

Express cards, or otherwise.

IV. Phase Four: Dumping the Stock

A. Selling the Stock, After Artificially Driving Up Price and Volume

64. In each of its pump-and-dump frauds, the Group’s materially misleading

promotional efforts resulted in increases to each stock’s share price and trading volume, which

the Group exploited by massively dumping, i.e. selling, its shares into those rises. This dumping

typically took place simultaneously through the Group’s various alter ego accounts, both foreign

and domestic.

65. This selling, like that in the “prime the pump” phase described above, was

overseen by Sieck, with the knowledge of the other Defendants.

B. Distributing the Ill-Gotten Proceeds of the Scheme

66. The next step in each of the Group’s pump-and-dump frauds was to distribute the

proceeds of each fraud.

67. Farmer oversaw these distributions, determining the amounts, net of expenses, to

be distributed to each of the Group’s Partners. These distributions were generally made in

accordance with the predetermined “Partner” shares, described above.

68. The distributions were typically made in circuitous or disguised fashion. For

example, portions of the Austins’ Partner share were sometimes delivered via a third party, or via

wire transfer to a casino designated by Eddie Austin, or otherwise.

69. As another example, at least $250,000 of Brotherton’s share of Valmie proceeds

was dispensed to him via wire, in October 2016, from one of the Group’s foreign alter ego front

companies to a purported startup company that Brotherton controlled. This distribution was

misleadingly papered as an investment in that company.

C. Adjusting the Group’s Front Company Portfolio

70. At various points in time during the course of its scheme, including within the

most recent five years, the Group made adjustments to its portfolio of foreign and domestic alter

ego front companies.

71. These adjustments included, among other things, retiring some front companies,

creating others, and, in so doing, enlisting or otherwise obtaining the use of new nominees as

these front companies’ supposed owners.

72. The aforementioned machinations had the intended effect of rendering the

Group’s activities more challenging to detect and to quantify.

CLAIMS FOR RELIEF

FIRST CLAIM
[Securities Fraud]

Violations of Securities Act Section 17(a)
[Against All Defendants]

73. Paragraphs 1 through 72 are realleged and incorporated herein by reference.

74. As described above, Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin and

Brotherton, acting knowingly, recklessly, and negligently, in the offer or sale of one or more of

Puget, Gankit, Nhale, Horizon, and Valmie securities, by use of the means or instruments of

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

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

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

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

light of the circumstances under which they were made, not misleading; or

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

would have operated as a fraud or deceit upon the purchasers of Puget,

Gankit, Nhale, Horizon, and/or Valmie securities.

75. By engaging in the foregoing conduct, Defendants Farmer, Eddie Austin, Sieck,

Carolyn Austin, and Brotherton violated, and unless restrained and enjoined will continue to

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

SECOND CLAIM
[Securities Fraud]

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

[Against All Defendants]

76. Paragraphs 1 through 72 are realleged and incorporated herein by reference.

77. As described above, Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin,

and Brotherton, acting knowingly or recklessly, directly or indirectly, in connection with the

purchase or sale of one or more of Puget, Gankit, Nhale, Horizon, and Valmie securities, by use

of the means or instrumentalities of interstate commerce, or of the mails, or of any facility of a

national exchange:

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

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

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

under which they were made, not misleading; or

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

have operated as a fraud or deceit upon any person.

78. By engaging in the foregoing conduct, Defendants Farmer, Eddie Austin, Sieck,

Carolyn Austin, and Brotherton, violated, and unless restrained and enjoined will continue to

violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5

thereunder [17 C.F.R. § 240.10b-5).

THIRD CLAIM
[Unregistered Offering of Securities]

Violations of Securities Act Sections 5(a) and 5(c)

[Against All Defendants]

79. Paragraphs 1 through 72 are realleged and incorporated herein by reference.

80. At all relevant times, the Puget, Gankit, Nhale, Horizon, and Valmie shares

referenced above as having been offered and sold by Defendants Farmer, Eddie Austin, Sieck,

Carolyn Austin, and Brotherton were not registered in accordance with the provisions of the

Securities Act and no exemption from registration was applicable.

81. Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin, and Brotherton’s offers

and sales of one or more of Puget, Gankit, Nhale, Horizon, and Valmie shares were made in the

United States in that: (a) sales were executed by broker-dealers firms in the United States;

(b) irrevocable liability with respect to sales was incurred in the United States; and (c) title with

respect to the sales passed in the United States.

82. By reason of the foregoing, Defendants Farmer, Eddie Austin, Sieck, Carolyn

Austin, and Brotherton, directly or indirectly, made use of the means and instruments of

transportation or communication in interstate commerce, or of the mails, to offer and sell

securities when no registration statement had been filed or was in effect as to such securities, and

when no exemption from registration was available.

83. By reason of the foregoing, Defendants Farmer, Eddie Austin, Sieck, Carolyn

Austin, and Brotherton, violated and, unless restrained and enjoined will continue to violate,

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

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter a Judgment

that:

(i) permanently enjoins Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin,

and Brotherton, from:

a. violating Securities Act Section 17(a) [15 U.S.C. § 77q(a)];

b. violating Exchange Act Section 10(b) [15 U.S.C. §§ 78j(b)] and Exchange Act

Rule 10b-5 [17 C.F.R. §§ 240.10b-5];

c. violating Securities Act Section 5 [15 U.S.C. §§ 77e]; and

d. directly or indirectly, including but not limited to, through any entity each

owns or controls, engaging in any activity for the purpose of inducing or

attempting to induce the purchase or sale of any security, causing any person

or entity to engage in any activity for the purpose of inducing or attempting to

induce the purchase or sale of any security, or deriving compensation from

any activity engaged in for the purpose of inducing or attempting to induce the

purchase or sale of any security, provided, however, that such injunction shall

not prevent each from purchasing or selling securities listed on a national

securities exchange for an account that is in each’s own name;

(ii) permanently bars Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin, and

Brotherton, from:

a. participating in an offering of penny stock; and

b. acting as an officer or director of any public company pursuant to Exchange

Act Section 21(d)(2) [15 U.S.C. §78u(d)(2)];

(iii) orders Defendants Farmer, Eddie Austin, Sieck, Carolyn Austin, and Brotherton,

to pay civil penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)]

and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)] for all violative

conduct occurring within five years of the filing of this Complaint;

(iv) orders Defendants Farmer, Sieck, and Brotherton, to disgorge, with prejudgment

interest, and orders Defendants Eddie and Carolyn Austin, jointly and severally,

to disgorge, with prejudgment interest, any and all ill-gotten gains each received

as a result of the conduct described herein within five years of the filing of this

Complaint; and

(v) grants such other relief as the Court deems just or appropriate.

Dated: May 15, 2019 Respectfully submitted,

s/ Matthew J. Gulde
Matthew J. Gulde
Illinois Bar No. 6272325
S.D. Texas Bar No. 1821299
U.S. Securities and Exchange Commission
Fort Worth Regional Office
Burnett Plaza, Suite 1900
801 Cherry Street, Unit #18
Fort Worth, TX 76102-6882

(817) 978-1410 (mg)
(817) 978-4927 (facsimile)

s/ Joshua E. Braunstein
Joshua E. Braunstein
Maryland Bar No. 9412130082 (motion for
admission pro hac vice pending)
U.S. Securities and Exchange Commission

100 F Street, NE
Washington, DC 20549
[email protected]
(202) 551-8470

ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE COMMISSION

Of Counsel:
J. Lee Buck II

Christopher R. Mathews
Kelly V. Silverman

U.S. Securities and Exchange Commission
100 F Street, NE

Washington, DC 20549

mailto:[email protected]

JS 44 (Rev. 02/19) CIVIL COVER SHEET
The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
purpose of initiating the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.)

I. (a) PLAINTIFFS DEFENDANTS

(b) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)

NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF
THE TRACT OF LAND INVOLVED.

II. BASIS OF JURISDICTION (Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff
(For Diversity Cases Only) and One Box for Defendant)

’ 1 U.S. Government ’ 3 Federal Question PTF DEF PTF DEF
Plaintiff (U.S. Government Not a Party) Citizen of This State ’ 1 ’ 1 Incorporated or Principal Place ’ 4 ’ 4

of Business In This State

’ 2 U.S. Government ’ 4 Diversity Citizen of Another State ’ 2 ’ 2 Incorporated and Principal Place ’ 5 ’ 5
Defendant (Indicate Citizenship of Parties in Item III) of Business In Another State

Citizen or Subject of a ’ 3 ’ 3 Foreign Nation ’ 6 ’ 6
Foreign Country

IV. NATURE OF SUIT (Place an “X” in One Box Only) Click here for: Nature of Suit Code Descriptions.
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

’ 110 Insurance PERSONAL INJURY PERSONAL INJURY ’ 625 Drug Related Seizure ’ 422 Appeal 28 USC 158 ’ 375 False Claims Act
’ 120 Marine ’ 310 Airplane ’ 365 Personal Injury - of Property 21 USC 881 ’ 423 Withdrawal ’ 376 Qui Tam (31 USC
’ 130 Miller Act ’ 315 Airplane Product Product Liability ’ 690 Other 28 USC 157 3729(a))
’ 140 Negotiable Instrument Liability ’ 367 Health Care/ ’ 400 State Reapportionment
’ 150 Recovery of Overpayment ’ 320 Assault, Libel & Pharmaceutical PROPERTY RIGHTS ’ 410 Antitrust

& Enforcement of Judgment Slander Personal Injury ’ 820 Copyrights ’ 430 Banks and Banking
’ 151 Medicare Act ’ 330 Federal Employers’ Product Liability ’ 830 Patent ’ 450 Commerce
’ 152 Recovery of Defaulted Liability ’ 368 Asbestos Personal ’ 835 Patent - Abbreviated ’ 460 Deportation

Student Loans ’ 340 Marine Injury Product New Drug Application ’ 470 Racketeer Influenced and
(Excludes Veterans) ’ 345 Marine Product Liability ’ 840 Trademark Corrupt Organizations

’ 153 Recovery of Overpayment Liability PERSONAL PROPERTY LABOR SOCIAL SECURITY ’ 480 Consumer Credit
of Veteran’s Benefits ’ 350 Motor Vehicle ’ 370 Other Fraud ’ 710 Fair Labor Standards ’ 861 HIA (1395ff) ’ 485 Telephone Consumer

’ 160 Stockholders’ Suits ’ 355 Motor Vehicle ’ 371 Truth in Lending Act ’ 862 Black Lung (923) Protection Act
’ 190 Other Contract Product Liability ’ 380 Other Personal ’ 720 Labor/Management ’ 863 DIWC/DIWW (405(g)) ’ 490 Cable/Sat TV
’ 195 Contract Product Liability ’ 360 Other Personal Property Damage Relations ’ 864 SSID Title XVI ’ 850 Securities/Commodities/
’ 196 Franchise Injury ’ 385 Property Damage ’ 740 Railway Labor Act ’ 865 RSI (405(g)) Exchange

’ 362 Personal Injury - Product Liability ’ 751 Family and Medical ’ 890 Other Statutory Actions
Medical Malpractice Leave Act ’ 891 Agricultural Acts

REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS ’ 790 Other Labor Litigation FEDERAL TAX SUITS ’ 893 Environmental Matters
’ 210 Land Condemnation ’ 440 Other Civil Rights Habeas Corpus: ’ 791 Employee Retirement ’ 870 Taxes (U.S. Plaintiff ’ 895 Freedom of Information
’ 220 Foreclosure ’ 441 Voting ’ 463 Alien Detainee Income Security Act or Defendant) Act
’ 230 Rent Lease & Ejectment ’ 442 Employment ’ 510 Motions to Vacate ’ 871 IRS—Third Party ’ 896 Arbitration
’ 240 Torts to Land ’ 443 Housing/ Sentence 26 USC 7609 ’ 899 Administrative Procedure
’ 245 Tort Product Liability Accommodations ’ 530 General Act/Review or Appeal of
’ 290 All Other Real Property ’ 445 Amer. w/Disabilities - ’ 535 Death Penalty IMMIGRATION Agency Decision

Employment Other: ’ 462 Naturalization Application ’ 950 Constitutionality of
’ 446 Amer. w/Disabilities - ’ 540 Mandamus & Other ’ 465 Other Immigration State Statutes

Other ’ 550 Civil Rights Actions
’ 448 Education ’ 555 Prison Condition

’ 560 Civil Detainee -
Conditions of
Confinement

V. ORIGIN (Place an “X” in One Box Only)

’ 1 Original
Proceeding

’ 2 Removed from
State Court

’ 3 Remanded from
Appellate Court

’ 4 Reinstated or
Reopened

’ 5 Transferred from
Another District
(specify)

’ 6 Multidistrict
Litigation -
Transfer

’ 8 Multidistrict
Litigation -
Direct File

VI. CAUSE OF ACTION

Cite the U.S. Civil Statute under which you are filing (Do not cite jurisdictional statutes unless diversity):

Brief description of cause:

VII. REQUESTED IN
COMPLAINT:

’ CHECK IF THIS IS A CLASS ACTION
UNDER RULE 23, F.R.Cv.P.

DEMAND $ CHECK YES only if demanded in complaint:

JURY DEMAND: ’ Yes ’No

VIII. RELATED CASE(S)
IF ANY (See instructions):

JUDGE DOCKET NUMBER

DATE SIGNATURE OF ATTORNEY OF RECORD

FOR OFFICE USE ONLY

RECEIPT # AMOUNT APPLYING IFP JUDGE MAG. JUDGE

http://www.uscourts.gov/forms/civil-forms/civil-cover-sheet

JS 44 Reverse (Rev. 02/19)

INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44

Authority For Civil Cover Sheet

The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filings and service of pleading or other papers as
required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is
required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of
Court for each civil complaint filed. The attorney filing a case should complete the form as follows:

I.(a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use
only the full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the agency and
then the official, giving both name and title.

(b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the
time of filing. In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filing. (NOTE: In land
condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.)

(c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting
in this section "(see attachment)".

II. Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.Cv.P., which requires that jurisdictions be shown in pleadings. Place an "X"
in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shown below.
United States plaintiff. (1) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and officers of the United States are included here.
United States defendant. (2) When the plaintiff is suing the United States, its officers or agencies, place an "X" in this box.
Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment
to the Constitution, an act of Congress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes
precedence, and box 1 or 2 should be marked.
Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the
citizenship of the different parties must be checked. (See Section III below; NOTE: federal question actions take precedence over diversity
cases.)

III. Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this
section for each principal party.

IV. Nature of Suit. Place an "X" in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code
that is most applicable. Click here for: Nature of Suit Code Descriptions.

V. Origin. Place an "X" in one of the seven boxes.
Original Proceedings. (1) Cases which originate in the United States district courts.
Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441.
Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filing
date.
Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the filing date.
Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or
multidistrict litigation transfers.
Multidistrict Litigation – Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C.
Section 1407.
Multidistrict Litigation – Direct File. (8) Check this box when a multidistrict case is filed in the same district as the Master MDL docket. PLEASE
NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to changes in
statue.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional
statutes unless diversity. Example: U.S. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service

VII. Requested in Complaint. Class Action. Place an "X" in this box if you are filing a class action under Rule 23, F.R.Cv.P.
Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction.
Jury Demand. Check the appropriate box to indicate whether or not a jury is being demanded.

VIII. Related Cases. This section of the JS 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket
numbers and the corresponding judge names for such cases.

Date and Attorney Signature. Date and sign the civil cover sheet.

Plaintiff:
U.S. Securities and Exchange Commission
Defendant: ANDREW I. FARMER, EDDIE D. AUSTIN, JR., SCOTT R. SIECK,
CAROLYN P. AUSTIN, and JOHN D. BROTHERTON
b_County_of_Residence_of:
County_of_Residence_of_Fi: Fort Bend
FirmName: Matthew J. Gulde,U.S. Securities and Exchange Commission
Fort Worth Regional Office, Burnett Plaza, Suite 1900, 801 Cherry Street, Unit #18, Fort Worth, TX 76102-6882, (817) 978-1410
Attorneys: Robert Eric Reed, Esq., Reed Law Firm, PLLC; Robert D. Axelrod (“Bobby”) Axelrod & Smith; Dan Lamar Cogdell, Esq., Cogdell Law Firm PLLC; Tad Nelson, The Law Offices of Tad Nelson & Associates
Basis of Jurisdiction: 1.U.S. Plaintiff
7: Off
8: Off
9: Off
10: Off
11: Off
12: Off
13: Off
14: Off
15: Off
16: Off
17: Off
18: Off
Nature of Suit: 850
V:
Origin: 1

CauseofAction: 15 U.S.C. § 78j(b); 15 U.S.C. § 77q(a); 15 U.S.C. §§ 77e(a) and (c)
Brief Description: Securities Fraud
CHECK_IF_THIS_IS_A_CLASS: Off
Demand:
CHECK_YES_only_if_demand1: Yes
JUDGE:
DOCKET_NUMBER:
Date: May 15, 2019
Sig: s/ Matthew J. Gulde
Button:
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