2026-04-21 sec-litreleases complaint 559 KB 91,995 chars

SEC v. DAVID HARDCASTLE; and CASE NO, No. 1:25-cr-00016-JLT, Eastern District of California (Apr. 21, 2026) — Complaint

raw: Securities and Exchange Commission v. Voyager Pacific Capital Management, LLC

Securities and Exchange Commission v. Voyager Pacific Capital Management, LLC, No. 1:25-cr-00016-JLT (Apr. 21, 2026)

Caption: UNITED STATES OF AMERICA v. David Hardcastle, Case No.

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Enriched metadata

Scheme: ponzi (100%)
Court: Eastern District of California
Case No.: 1:25-cr-00016-JLT
Outcome: pleaded
Victim loss: $100,000,000
Victims: 500
Entity: Voyager Pacific Capital Management, LLC

Classified ponzi(confidence 100%). EDGAR detection: forms Form D· recall 35% / precision 15%. detection rule →

Extracted insights

Dollar amounts 44

$750.00M $750 million $100M–$1B
$46.70M $46.7 million $10M–$100M
$17.50M $17.5 million $10M–$100M
$15.50M $15.5 million $10M–$100M
$15.00M $15 million $10M–$100M
$15.00M $15 Million $10M–$100M
$8.20M $8.2 million $1M–$10M
$8.16M $8,163,639 $1M–$10M
$5.98M $5.98 million $1M–$10M
$3.70M $3.7 million $1M–$10M
$3.05M $3,049,256 $1M–$10M
$3.00M $3 million $1M–$10M

Entities 6

person grace m. osberg
person jacqueline m. moessner
person john giarmarco
person roger david hardcastle
agency Securities and Exchange Commission
company voyager pacific capital management, llc

Triples 13

Jacqueline M. Moessner Counsel for Plaintiff U.S. Securities and Exchange Commission
Grace M. Osberg Counsel for Plaintiff U.S. Securities and Exchange Commission
U.S. Securities and Exchange Commission File Complaint Voyager Pacific Capital Management, LLC
U.S. Securities and Exchange Commission File Complaint Roger David Hardcastle
U.S. Securities and Exchange Commission File Complaint John Giarmarco
U.S. Securities and Exchange Commission File Complaint Vanessa Lung-Medlock
Roger David Hardcastle Engage in Fraudulent Scheme Voyager Pacific Capital Management, LLC
Roger David Hardcastle Cause Voyager to Use Funds More than $15 million dollars in new equity investor money
Roger David Hardcastle Take Investor Money Millions of dollars of equity investor funds
Roger David Hardcastle Send Funds to Entities Approximately $5.98 million of investor funds
Roger David Hardcastle Enter into Loan Contracts Entities they owned and controlled
Roger David Hardcastle Cause Voyager to Make Payments More than $15 million of new equity investor money
Roger David Hardcastle Hide Financial Shortfalls Fund’s financial shortfalls

PDF

Securities and Exchange Commission v. Voyager Pacific Capital Management, LLC · Source

Text layers

Extracted body text (91,995c)

JACQUELINE M. MOESSNER
New York State Bar No. 4456521
[email protected]
GRACE M. OSBERG
Colorado State Bar No. 55111
[email protected]

Counsel for Plaintiff
U.S. Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, Colorado 80294
Tel.: 303-844-1000

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF CALIFORNIA

Fresno Division

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

VOYAGER PACIFIC CAPITAL MANAGEMENT, LLC;
ROGER DAVID HARDCASTLE;
JOHN GIARMARCO; and
VANESSA LUNG-MEDLOCK;

Defendants,
and

ADAGIO SPE LLC;
ANDANTE SPE LLC;
BRIGHTON COVE LLC;
CAYUCOS DREAM, LLC;
GSD EQUITIES, LLC;
HGM HOLDINGS LLC;
KASTLEMARK LLC;
MARTIN-TAYLOR COMPANY LLC; and
PREMIER PROPERTY MANAGEMENT GROUP, LLC;

Relief Defendants.

Case No.

COMPLAINT

(Jury Trial Demanded)

26-at-01842

COMPLAINT 1

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

SUMMARY OF THE ACTION

1. Defendants Roger David Hardcastle (“Hardcastle”), John Giarmarco (“Giarmarco”),

and Vanessa Lung-Medlock (“Medlock”), acting on behalf of Defendant Voyager Pacific Capital

Management, LLC (“Voyager”), a real estate fund manager, engaged in a multi-year, multi-faceted

fraudulent scheme, defrauding investors in a real-estate investment fund managed by Voyager.

Rather than investing equity investor money as promised, Hardcastle, Giarmarco, and Medlock

caused Voyager to use more than $15 million dollars in new equity investor money to pay current

equity investors in Ponzi-like fashion. These Ponzi-like payments were necessary, in part, because

Hardcastle and Giarmarco had taken millions of dollars of investor money from the real-estate

investment fund and given that money to entities that they controlled in a series of undisclosed and

prohibited transactions. In total, millions of dollars of equity investor funds were not invested as

promised, resulting in losses to the fund, and ultimately its investors.

2. In approximately July 2020, Hardcastle and Giarmarco purchased Voyager, which

served as the manager to the Voyager Pacific Opportunity Fund II, LLC (the “Fund”). Shortly

thereafter, Hardcastle, Giarmarco, and Medlock began improperly taking money from the Fund or

otherwise defrauding the Fund’s investors. They did so in three principal ways.

3. First, Hardcastle and Giarmarco, acting on behalf of Voyager, caused the Fund to

send approximately $5.98 million of investor funds to entities they owned and controlled. Nearly

half of this amount was sent to their affiliated entities with no supporting documentation. Hardcastle

and Giarmarco also entered the Fund (or its subsidiaries) into loan contracts with other of their

entities that, as enforced by Voyager, did not require Hardcastle and Giarmarco’s entities to repay

the Fund. These loans were not permitted by the Fund’s Operating Agreements because they were

not made on the same terms as non-affiliate loans.

4. Second, Hardcastle, Giarmarco, and Medlock, acting on behalf of Voyager, used

more than $15 million of new equity investor money to make Ponzi-like payments to pay monthly

returns to existing equity investors. These Ponzi-like payments were neither permitted by the

Fund’s offering documents nor disclosed to investors.

COMPLAINT 2

5. Third, to further hide the Fund’s financial shortfalls, the Ponzi-like payments, and

their fraud, Hardcastle, Giarmarco, and Medlock, acting on behalf of Voyager, changed the Fund’s

accounting practices and created fraudulent, backdated purchase agreements to make it appear the

Fund had more income than it did.

6. Hardcastle and Giarmarco, acting on behalf of Voyager, also made false and

misleading statements to investors and prospective investors about, among other things, the Fund’s

reliability and returns, and their background and experience.

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

and, unless restrained and enjoined, will continue to violate Section 17(a) of the Securities Act of

1933 (the “Securities Act”) [15 U.S.C. §§ 77e(a), and 77q(a)] and Section 10(b) of the Securities

Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17

C.F.R. §§ 240.10b-5].

JURISDICTION AND VENUE

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

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

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

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

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

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

practices, and courses of business alleged in this Complaint, some of which occurred within this

District.

10. Venue is proper in the Eastern District of California pursuant to Section 22(a) of the

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

28 U.S.C. § 1391(b). Hardcastle, Giarmarco, and Medlock reside in this District and, after

Hardcastle and Giarmarco acquired Voyager, most of the conduct by Hardcastle, Giarmarco, and

Medlock on behalf of Voyager occurred in this District, and certain of the acts and transactions

constituting violations of the Securities Act and the Exchange Act occurred in this District,

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

COMPLAINT 3

11. Voyager entered into tolling agreements to toll the running of any statute of

limitations against it from March 30, 2024 through March 31, 2026.

12. Hardcastle and Giarmarco each entered into tolling agreements to toll the running of

any statute of limitations against them from May 1, 2025 through April 30, 2026.

13. Medlock entered into tolling agreements to toll the running of any statute of

limitations against her from May 1, 2025 through January 31, 2026.

14. All Defendants’ conduct between September 2020 through March 2024 (the

“Relevant Period”) is within the statute of limitations.

DEFENDANTS AND THE FUND

15. Defendant Voyager Pacific Capital Management, LLC is a Delaware limited

liability company incorporated in 2013. Voyager managed the Fund until July 2025. Its principal

place of business was Miami, Florida, but, after Voyager was sold in July 2020, most of the conduct

by Voyager occurred in California.

16. Defendant Roger David Hardcastle, age 62, is a resident of Fresno, California in

Fresno County. Since approximately July 2020, Hardcastle has been the Chief Executive Officer

(“CEO”) of Voyager and controls a majority interest in Voyager. Hardcastle has pleaded guilty to

two counts of conspiracy to commit wire fraud in violation of 18 U.S.C. § 1349, including for

conduct related to the conduct alleged in this Complaint. See United States of America v. David

Hardcastle, Case No. 1:25-cr-00016-JLT-SKO, ECF No. 51, Plea Agreement.

17. Defendant John Giarmarco, age 70, is a resident of Fresno, California and was the

Chief Financial Officer (“CFO”) for Voyager from approximately July 2020 until approximately

September 2021.

18. Defendant Vanessa Lung-Medlock, age 46, is a resident of Clovis, California and

was the bookkeeper for, and acted as the Chief Operating Officer (“COO”) for Voyager during the

Relevant Period.

19. Voyager Pacific Opportunity Fund II, LLC is a Delaware limited liability

company incorporated in 2015. The Fund stopped accepting new investors in December 2023. In

COMPLAINT 4

mid-2024, Voyager and Hardcastle sold a large part of the Fund’s assets to a third-party and

Voyager was replaced as the manager of the Fund in July 2025.

RELIEF DEFENDANTS

I. Relief Defendants that Received Fund Money with No Supporting Documentation.

20. HGM Holdings LLC is a suspended California limited liability company

incorporated in 2015. It became inactive on June 2, 2025. Hardcastle and Giarmarco each own 50%

of HGM Holdings LLC. Hardcastle and Giarmarco jointly managed and controlled HGM Holdings

LLC. HGM Holdings LLC received $1,662,411.07 from the Fund without a contract or other

supporting documentation. HGM Holdings LLC returned $266,128.13 to the Fund. Accordingly, it

has received a net amount of $1,396,282.94 from the Fund. As detailed below, HGM Holdings LLC

has no legitimate claim to those funds.

21. Premier Property Management Group, LLC is a Delaware limited liability

company incorporated in 2020. The Fund owns 48.5% of Premier Property Management Group,

LLC. Another fund, managed at least in part by Hardcastle, owns 48.5%. PPMG Manager, LLC

(which is owned in equal parts by entities managed by Hardcastle and two other individuals) owns

the remaining 3%. Hardcastle controls Premier Property Management Group, LLC. Premier

Property Management Group, LLC received $471,340.66 from the Fund without a contract or other

supporting documentation. As detailed below, Premier Property Management Group, LLC has no

legitimate claim to those funds.

22. Andante SPE LLC is a Wyoming limited liability company incorporated in 2020.

Hardcastle and Giarmarco each own 50% of Andante SPE LLC. Hardcastle and Giarmarco control

Andante SPE LLC. Andante SPE LLC received $484,000 from the Fund without a contract or any

other supporting documentation. Andante SPE LLC also received $400,000 pursuant to unenforced

promissory notes with three subsidiaries of the Fund. As detailed below, Andante SPE LLC has no

legitimate claim to these funds.

COMPLAINT 5

II. Relief Defendants that Received Fund Money Pursuant to Unenforced Promissory
Notes.

23. Adagio SPE LLC is an inactive and administratively dissolved Wyoming limited

liability company incorporated in 2020. It became inactive on September 8, 2025. Hardcastle and

Giarmarco each own 50% of Adagio SPE LLC. Hardcastle and Giarmarco control Adagio SPE

LLC. Adagio SPE LLC received $50,000 pursuant to an unenforced promissory note with a

subsidiary of the Fund. As detailed below, Adagio SPE LLC has no legitimate claim to those funds.

24. Brighton Cove LLC is an inactive and administratively dissolved Wyoming limited

liability company incorporated in 2021. It became inactive on May 9, 2025. Hardcastle is an owner

of Brighton Cove, LLC. Hardcastle controlled Brighton Cove LLC. Brighton Cove LLC received

$250,000 from the Fund pursuant to an unenforced promissory note with the Fund and $47,295.74

from the Fund pursuant to an unenforced promissory note with a subsidiary of the Fund. As detailed

below, Brighton Cove LLC has no legitimate claim to those funds.

25. Cayucos Dream, LLC is a California limited liability company incorporated in

2021. Hardcastle and Medlock each own one-third of Cayucos Dream, LLC. Additionally,

Medlock’s daughter (“Individual 1”), is a managing member of Cayucos Dream, LLC. Hardcastle

and Medlock control Cayucos Dream, LLC. Cayucos Dream, LLC received $631,898.38 pursuant

to an unenforced promissory note with a subsidiary of the Fund. As detailed below, Cayucos

Dream, LLC has no legitimate claim to those funds.

26. GSD Equities, LLC is an inactive and administratively dissolved Wyoming limited

liability company incorporated in 2017. It became inactive on June 9, 2025. Hardcastle and

Giarmarco each own 50% of GSD Equities, LLC. Hardcastle and Giarmarco control GSD Equities,

LLC. GSD Equities, LLC received $523,288.63 from the Fund pursuant to an unenforced

promissory note with the Fund and $200,000 pursuant to an unenforced promissory note with a

subsidiary of the Fund. As detailed below, GSD Equities, LLC has no legitimate claim to those

funds.

27. Kastlemark LLC is a suspended California limited liability company incorporated

in 2017. Hardcastle and Giarmarco each own 50% of Kastlemark LLC. Hardcastle and Giarmarco

COMPLAINT 6

control Kastlemark LLC. Kastlemark LLC received $432,174.02 of investor funds from the Fund

pursuant to an unenforced promissory note. As detailed below, Kastlemark LLC has no legitimate

claim to those funds.

28. Martin-Taylor Company LLC is an inactive and administratively dissolved

Wyoming limited liability company incorporated in 2020. It became inactive on August 9, 2025.

Hardcastle and Giarmarco each own 50% of Martin-Taylor Company LLC. Hardcastle and

Giarmarco control Martin-Taylor Company LLC. Martin-Taylor Company LLC received $200,000

from the Fund pursuant to an unenforced promissory note with a subsidiary of the Fund. As detailed

below, Martin-Taylor Company LLC has no legitimate claim to those funds.

FACTUAL ALLEGATIONS

I. Background

29. The Fund was formed in 2015. The Fund primarily invested in real estate, mostly

single-family homes, with some investments in tax liens and mortgage loans. The main investment

approach presented to investors was to purchase single-family homes, renovate them to improve

their condition, and then lease them to tenants for rental income or sell them at attractive profit

margins.

30. Voyager offered and sold, on behalf of the Fund, membership interests in the Fund

(such investors are referred to herein as “Equity Investors”) and promissory notes (such investors

are referred to herein as “Noteholders”).

31. Over its lifetime from 2015 through mid-2024, the Fund raised approximately $100

million from approximately 500 investors.

32. During the Relevant Period, the Fund raised approximately $46.7 million from 272

Equity Investors and approximately $3.7 million from nine Noteholders located in multiple states.

33. During its existence, the Fund acquired approximately 1,200 properties.

34. Only about 200 of the approximately 1,200 properties were acquired after Hardcastle

and Giarmarco purchased Voyager.

COMPLAINT 7

A. Hardcastle and Giarmarco Purchased Voyager and Took Over
Management of the Fund with Medlock in Mid-2020.

35. In or around July 2020, Hardcastle and Giarmarco purchased Voyager through an

entity that they owned and controlled.

36. During the Relevant Period, Voyager continued to manage the Fund.

37. During the Relevant Period, Hardcastle was the CEO of Voyager, and owned and

controlled Voyager.

38. From July 2020 through August 2021, Giarmarco was the CFO of Voyager and,

along with Hardcastle, owned and controlled Voyager.

39. In approximately September 2021, Giarmarco ceased being Voyager’s CFO and

transferred his ownership interest in Voyager to Hardcastle.

40. During the Relevant Period, Medlock acted as the bookkeeper for Voyager. She did

so through an entity she owned and controlled, which had some additional staff that assisted

Medlock in providing such services to Voyager.

41. During the Relevant Period, Medlock acted as the COO of Voyager.

42. Hardcastle and Voyager held Medlock out to investors and prospective investors as

the COO of Voyager, including in a February 4, 2021 quarterly newsletter in which Hardcastle

listed Medlock as the COO who “will manage all day-to-day operations.”

43. Prior to their involvement with Voyager, neither Hardcastle, Giarmarco, nor

Medlock had prior experience running a fund.

44. During the Relevant Period, there were a few other individuals involved with

Voyager, who had minimal operational responsibilities, and a few staff who assisted Medlock with

bookkeeping.

45. From July 2020 until approximately September 2021, Hardcastle, Giarmarco, and

Medlock managed and controlled Voyager, which managed the Fund.

46. From September 2021 through at least March 2024, Hardcastle and Medlock

managed and controlled Voyager, which managed the Fund.

47. Voyager continued to serve as the manager of the Fund until mid-2025.

COMPLAINT 8

B. Voyager Offered and Sold Securities.

48. Voyager publicly offered and sold equity in the form of membership units, and debt

in the form of promissory notes, in the Fund to investors in many states across the United States.

49. The membership interests and promissory notes Voyager offered and sold were

securities as defined in Section 2(a)(1) of the Securities Act [15 U.S.C. § 78c(a)(10)] and Section

3(a)(10) of the Exchange Act [15 U.S.C. § 77b(a)(1)].

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

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

51. An investment contract exists where a person invests his or her money, in a common

enterprise, with a reasonable expectation of profits to be derived solely from the efforts of others.

52. From September 2020 until December 2023, Voyager continuously solicited money

from investors in exchange for membership units and promissory notes in the Fund.

53. When the Fund received Equity Investor or Noteholder money, Voyager pooled the

investors’ funds into the Fund’s bank accounts.

54. The Equity Investors and Noteholders had no ability to influence the management of

the Fund and were wholly dependent on the efforts of Voyager to select and oversee investments to

generate their expected returns.

55. The membership interests and promissory notes are investment contracts and

securities.

56. Under Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange

Act, a security may also include any “note.”

57. Voyager sold the promissory notes to raise funds for the Fund and the stated purpose

of the promissory notes issued by Voyager for the Fund was to provide Noteholders with interest

and a full return of their note contribution.

58. Voyager advertised and described the promissory notes as investments.

59. The promissory notes are also notes and, therefore, securities.

COMPLAINT 9

C. The Offering Documents.

60. During the Relevant Period, Hardcastle, acting on behalf of Voyager, sent materials

about investing in the Fund to investors and prospective investors in multiple states primarily

through email.

61. During the Relevant Period, other Voyager employees or agents acting at

Hardcastle’s direction and on behalf of Voyager, also sent materials about investing in the Fund to

investors and prospective investors in multiple states primarily through email.

62. These materials included a Private Placement Memorandum (“PPM”) and a

“Subscription Booklet” that included the Voyager Pacific Opportunity Fund II, LLC Operating

Agreement and a Subscription Agreement (collectively with the PPMs, the “Offering Documents”).

63. During the Relevant Period, Hardcastle, on behalf of Voyager, revised and provided

three different PPMs to investors and prospective investors. The first PPM during the Relevant

Period was provided to investors beginning in approximately September 2020, the second PPM was

provided to investors beginning in approximately August 2021, and the third PPM was provided to

investors beginning in approximately November 2023.

64. Each PPM was used from the date identified above until replaced by the next version

of the PPM. Thus, the first PPM was used from approximately September 2020 through August

2021. The second PPM was used from approximately August 2021 through November 2023. And

the third PPM was used from approximately November 2023 until the Fund stopped accepting new

investors in December 2023.

65. As discussed herein, while certain parts of the PPMs changed, the relevant parts of

the PPMs remained largely the same throughout the Relevant Period.

66. The Fund’s Operating Agreement was originally dated July 31, 2015.

67. There is also a version of the Fund’s Operating Agreement as of August 1, 2020,

which was signed by Hardcastle and Giarmarco.

68. The Operating Agreement was also amended and restated as of November 1, 2023.

69. All versions of the Operating Agreement included the same relevant language

discussed below.

COMPLAINT 10

70. Investors and prospective investors typically received the original Operating

Agreement, dated July 31, 2015, as part of the Offering Documents. The Operating Agreement,

amended and restated as of November 1, 2023, was sent to at least one investor.

D. Voyager’s Accounting and Financial Reporting Processes.

71. During the Relevant Period, the PPMs disclosed that the Fund would prepare annual

audited financial statements and the Operating Agreements required that the Fund prepare annual

audited financial statements.

72. Pursuant to the PPMs, the audited financial statements were available to investors

upon request.

73. At least some investors and prospective investors were provided with the Fund’s

audited financial statements.

74. During the Relevant Period, Medlock, either herself or through her staff, was

responsible for accurately entering transactions into the Fund’s accounting general ledger.

75. During the Relevant Period, the Fund contracted with a third-party administrator (the

“Fund Administrator”) to assist with the monthly preparation of the Fund’s financial statements.

76. Medlock, acting on behalf of Voyager, sent the Fund’s accounting general ledger to

the Fund Administrator.

77. Each month, the Fund Administrator assisted in preparing the Fund’s monthly

financial statements based upon information in the accounting general ledger.

78. During his tenure as CFO, Giarmarco was responsible for the Fund’s financial

statements and approved Medlock’s work.

79. During the Relevant Period, Hardcastle was responsible for the Fund’s financial

statements, reviewed and approved the financial statements before they were issued, and reviewed

and approved Giarmarco’s and Medlock’s work.

80. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, each had responsibility for the Fund’s annual and monthly financial statements.

COMPLAINT 11

II. Hardcastle, Giarmarco, and Voyager Engaged in Deceptive Conduct by Diverting
Fund Investors’ Money to Affiliated Entities in Impermissible Transactions, and then
Hiding These Transactions From Investors.

81. Within months of acquiring Voyager, Hardcastle and Giarmarco, acting on behalf of

Voyager, began sending Fund money to affiliated entities they controlled.

82. As described further below, almost all of these transactions were undisclosed to both

Equity Investors and Noteholders.

83. The entities that engaged in these transactions with the Fund were “affiliates” per the

PPMs because they were “companies, organizations, or entities owned or controlled by . . . a

principal of the Manager.”

84. The entities that engaged in these transactions with the Fund were owned and

controlled by Hardcastle or Giarmarco.

85. Hardcastle and Giarmarco, acting on behalf of Voyager, sent approximately $5.98

million from the Fund to their affiliates: approximately $2.9 million in transfers for which there is

no supporting documentation and approximately $3 million via unenforced promissory notes. These

transactions are referred to collectively as the “Affiliated Entity Transactions.”

A. Hardcastle, Giarmarco, and Voyager Misappropriated Money from the
Fund Using Affiliated Entities.

86. Hardcastle and Giarmarco, acting on behalf of Voyager, caused the Fund to transfer,

in total, approximately $2.9 million to affiliates HGM Holdings LLC, Premier Property

Management Group, LLC, Andante SPE LLC, and Affiliate 1.

87. There are no documented contracts between the Fund and these affiliated entities

explaining these transactions or the benefit to the Fund from these transactions.

88. Of the approximately $2.9 million the Fund transferred to Hardcastle and

Giarmarco’s affiliated entities with no contracts or other supporting documentation explaining the

purposes of these transactions, approximately $581,000 was returned to the Fund.

89. On April 3, 2026, Affiliate 1 repaid to the Fund the amount that it had previously

received with no supporting documentation.

COMPLAINT 12

90. Hardcastle and Giarmarco, acting on behalf of Voyager, knew, were reckless in not

knowing, or were deliberately and consciously reckless in not knowing, and should have known,

that this conduct was deceptive and that it resulted in a material deception.

91. Knowing that Hardcastle and Giarmarco, acting on behalf of Voyager, were taking

money from the Fund without any documented contract or benefit to the Fund would be important

to a reasonable investor.

B. Hardcastle, Giarmarco, and Voyager Impermissibly Used Unenforced
Promissory Notes to Take Fund Money for Their Affiliated Entities.

92. Hardcastle and Giarmarco, acting on behalf of Voyager, caused the Fund to transfer

money to affiliated entities, or to other entities for the benefit of the affiliated entities, based on

promissory notes with terms not permitted by the Operating Agreements because the terms were

more favorable to the affiliated entities than the terms in promissory notes with non-affiliated

entities.

93. Hardcastle and Giarmarco, acting on behalf of Voyager, allowed those monies to not

be repaid to the Fund, and failed to take any action on behalf of the Fund to collect the amounts

owed to it on those promissory notes with affiliated entities.

94. Hardcastle and Giarmarco, acting on behalf of Voyager, transferred approximately

$3 million from the Fund to their affiliated entities, or to other entities for the benefit of their

affiliated entities, based on 13 unenforced promissory notes.

95. Specifically, the transfer of Fund money was based on 13 promissory notes as

follows:

Affiliated Entity
Name

Fund Money
Transferred
to Affiliated
Entity

Date of the
Unenforced
Promissory Note

Signatory for
Affiliated
Entity

Signatory for
Fund or
Fund
Subsidiary

Adagio SPE LLC $50,000.00 January 15, 2021 Giarmarco Hardcastle
Andante SPE LLC $100,000.00 January 7, 2021 Giarmarco Hardcastle
Andante SPE LLC $200,000.00 March 3, 2021 Giarmarco Hardcastle
Andante SPE LLC $100,000.00 April 1, 2021 Giarmarco Hardcastle

Brighton Cove LLC $47,295.74 March 26, 2021 Giarmarco Hardcastle
Brighton Cove LLC $250,000.00 October 14, 2021 Giarmarco Hardcastle

COMPLAINT 13

Affiliated Entity
Name

Fund Money
Transferred
to Affiliated
Entity

Date of the
Unenforced
Promissory Note

Signatory for
Affiliated
Entity

Signatory for
Fund or
Fund
Subsidiary

Cayucos Dream, LLC $631,898.38 November 15, 2021 Individual 1 Hardcastle
GSD Equities, LLC $523,288.63 September 24, 2020 Giarmarco None
GSD Equities, LLC $200,000.00 February 16, 2021 Giarmarco Hardcastle
Affiliate 1 $225,000.00 December 30, 2021 Individual 2 Hardcastle
Affiliate 1 $89,600.00 February 8, 2022 Individual 2 Hardcastle
Kastlemark LLC $432,174.02 March 8, 2022 Giarmarco Hardcastle
Martin-Taylor
Company LLC $200,000.00 November 1, 2020 Giarmarco Hardcastle

TOTAL $3,049,256.77

96. Hardcastle, as the CEO of Voyager, approved the Fund’s transactions with the

affiliates.

97. Hardcastle, as the CEO of Voyager, set the terms of the promissory notes with the

affiliates.

98. Giarmarco, while in his capacity as the CFO of Voyager, also approved the Fund’s

transactions with the affiliates.

99. These transactions with affiliates were impermissible because the loans were not

made on the same or similar terms as promissory notes made with non-affiliated entities, as required

by the Operating Agreements.

100. The Operating Agreements provided that the Fund could not “make any loan to

[Voyager] or any of its affiliates or owners, borrow therefrom, or otherwise engage in any extension

of credit with or between such parties, unless such loans or extensions of credit are at the same or

similar terms offered to other borrowers or non-affiliated transactional parties in the discretion of

the Manager…”

101. These transactions with Hardcastle’s and Giarmarco’s affiliates, compared to similar

transactions made to non-affiliated third parties, were materially more favorable to Hardcastle and

Giarmarco’s entities compared to similar transactions with non-affiliated third parties.

COMPLAINT 14

102. Promissory notes made by the Fund with non-affiliated third parties generally

required monthly payments be made to the Fund and generally required repayment of the principal

on a certain date.

103. By contrast, the affiliated entity promissory notes generally did not require monthly

payments and lacked any date by which repayment was required because of the insertion of an

“Automatic Continuance” provision.

104. The “Automatic Continuance” provision provides: “Upon expiration therefore, this

Promissory Note and stated security and payments will continue in force on a month-to-month

basis. Lender [the Fund] shall notify Borrower [the affiliate], in writing, within 90 days of Lender’s

intent to discontinue the Promissory Note.”

105. This language allowed Hardcastle and Giarmarco, acting on behalf of Voyager, to

defer their affiliates’ repayments in perpetuity, depriving the Fund of not only monthly payments,

but any repayments.

106. Hardcastle and Giarmarco, acting on behalf of Voyager, did not cause the Fund to

seek the principal and interest owed under the affiliated entity notes or to repay the notes.

107. Further, in most of the non-affiliated third-party transactions, the borrower was

required to collateralize the loan with real property. In contrast, some of the promissory notes with

the affiliated entities did not list any real property as collateral or did not attach the necessary

documents to collateralize the property.

108. Of the approximately $3 million in affiliated-entity promissory notes approximately

$565,000 has been repaid to the Fund.

109. On April 3, 2026, Affiliate 1 repaid to the Fund the principal amount outstanding

under the promissory notes.

110. Hardcastle and Giarmarco, acting on behalf of Voyager, knew, were reckless in not

knowing, or were deliberately and consciously reckless in not knowing, and should have known,

that this conduct was deceptive and that it resulted in a material deception.

COMPLAINT 15

111. Sending Fund money to affiliates of Hardcastle and Giarmarco using promissory

notes with different, more favorable, terms than non-affiliated transactions and failing to enforce

those promissory notes would be important to a reasonable investor.

C. Hardcastle, Giarmarco, and Voyager Failed to Disclose the Affiliated Entity
Transactions to Investors.

112. Hardcastle and Giarmarco, acting on behalf of Voyager, did not disclose the

Affiliated Entity Transactions alleged above to investors in either the PPMs or through the Fund’s

audited financial statements (with one exception).

113. None of the PPMs disclosed the Affiliated Entity Transactions or the conflicts of

interests these transactions created.

114. As more fully described below, the PPMs’ Conflicts of Interest section disclosed

various conflicts, but had no disclosure concerning the conflicts created by loaning money to

principals and their affiliates.

115. Hardcastle and Giarmarco, acting on behalf of Voyager, did not otherwise disclose

any of the $5.98 million in Affiliated Entity Transactions to investors, aside from one mention in

the 2020 audited financial statements of one of the Affiliated Entity Transactions with a balance of

approximately $273,000.

116. For audits conducted for the fiscal year ended 2020 (issued in 2021) and the fiscal

year ended 2021 (issued in 2023) Voyager provided the Fund’s auditor with management

representation letters.

117. Hardcastle and Giarmarco, acting on behalf of Voyager, both signed the management

representation letter for the 2020 audit and Hardcastle, acting on behalf of Voyager, signed the

management representation letter for the 2021 audit.

118. The 2020 management representation letter stated that Voyager disclosed to the

auditor “the identity of the entity’s related parties and all the related party relationships and

transactions of which we are aware.”

COMPLAINT 16

119. The 2021 management representation letter stated that Voyager disclosed to the

auditor “the identity of all the entity’s related parties and the nature of all the related party

relationships and transactions of which we are aware.”

120. However, Hardcastle and Giarmarco, acting on behalf of Voyager, disclosed only

one of the Affiliated Entity Transactions described above in connection with the audit of the fiscal

year 2020 financial statements (an affiliated entity loan with $273,000 outstanding) and Hardcastle,

acting on behalf of Voyager, disclosed none of the Affiliated Entity Transactions described above in

connection with the fiscal year 2021 financial statements.

121. The Fund’s 2020 audited financial statements did not disclose these Affiliated Entity

Transactions other than one affiliated loan for $273,000.

122. The Fund’s 2021 audited financial statements did not disclose any of the Affiliated

Entity Transactions.

123. Hardcastle and Giarmarco, acting on behalf of Voyager, knew, were reckless in not

knowing, or were deliberately and consciously reckless in not knowing, and should have known,

that this conduct was deceptive and that it resulted in a material deception.

124. Knowing that Hardcastle and Giarmarco, acting on behalf of Voyager, were

engaging in Affiliated Entity Transactions would be important to a reasonable investor.

III. Hardcastle, Giarmarco, Medlock, and Voyager Engaged in Deceptive Conduct by
Using Approximately $15 Million of New Equity Investor Money to Make Ponzi-Like
Payments to Existing Equity Investors and Taking Steps to Hide their Fraud.

A. Hardcastle, Giarmarco, Medlock, and Voyager Paid Equity Investors Their
“Preferred Return” Using New Equity Investor Money.

125. As detailed in Section IV.B below, the Offering Documents, as well as numerous

statements made to investors and prospective investors, specify that Equity Investor funds would be

invested and that the Preferred Return would be paid with the net cash from investments or debt

financing. Also, the Noteholder’s promissory notes contained no restrictions on the use of funds

from those investments.

126. Per the Offering Documents, if there was not enough net cash from investments or

debt financing to pay the Preferred Return, the Preferred Return was to be accrued.

COMPLAINT 17

127. Accruing a Preferred Return in the Fund’s financial statements, which were provided

to some investors and prospective investors, would have indicated the Fund was not earning

sufficient profit to pay the Preferred Return.

128. Throughout the Relevant Period, the Fund did not generate sufficient net cash from

investments or debt financing to pay the Preferred Return to existing Equity Investors.

129. Throughout the Relevant Period, the Fund did not separate cash received from new

Equity Investors from cash received from the Fund’s operations, which could include cash from

investments or cash from Noteholders.

130. Hardcastle, Giarmarco, and Medlock, acting on behalf of Voyager, did not track the

different sources of cash in the Fund’s bank accounts.

131. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, ordered, approved, or participated in the distribution of the Preferred Return, in full or

nearly in full, every month during the Relevant Period, using new Equity Investor funds.

132. During the Relevant Period, the Fund paid Equity Investors approximately $17.5

million in Preferred Returns.

133. Of that $17.5 million paid to Equity Investors, approximately $15.5 million, or

roughly 89%, was paid from new Equity Investor money in Ponzi-like payments.

134. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, knew, were reckless in not knowing, or were deliberately and consciously reckless in not

knowing, and should have known, that this conduct was deceptive and that it resulted in a material

deception.

135. Understanding that Voyager was using new Equity Investor money to make Ponzi-

like payments would be important to a reasonable investor.

B. Hardcastle, Giarmarco, Medlock, and Voyager Engaged in Additional
Deceptive Conduct to Hide the Fund’s Deteriorating Financial Condition
and the Ponzi-Like Payments.

136. During the time that Hardcastle, Giarmarco, and Medlock, acting on behalf of

Voyager, managed the Fund, the Fund’s finances deteriorated such that the Fund was routinely not

earning from investments the “Preferred Return” it owed to Equity Investors.

COMPLAINT 18

137. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, took steps to hide the deteriorating financial condition of the Fund and to hide that they

were making Ponzi-like payments, which allowed the fraud to continue.

138. In addition to assisting with the preparation of the financial statements, the Fund

Administrator assisted with calculating the amount owed to each investor for the Preferred Return.

139. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, at all times maintained ultimate authority and responsibility for deciding whether to

distribute the Preferred Return.

140. Medlock, either herself or through her entities, acting on behalf of Voyager, was

responsible for sending the Preferred Return to Equity Investors.

141. On a nearly monthly basis, the Fund Administrator emailed Hardcastle, Giarmarco

(during his tenure as CFO), and Medlock and stated the calculated amount of the Preferred Return

owed to Equity Investors and whether the Fund’s net income was sufficient to pay the Preferred

Return owed.

142. Shortly after Hardcastle and Giarmarco purchased Voyager, the Fund Administrator

began notifying Voyager that the Fund was “short” on net income to pay the Preferred Return.

143. If the Fund Administrator determined that there was not sufficient net income to pay

the amount of the Preferred Return it had calculated was owed to Equity Investors, any money paid

to Equity Investors in excess of the net income would be treated as a return of capital, and the

remaining unpaid Preferred Return owed would be accrued. This would indicate there was not

enough net income to pay the Preferred Return.

144. In response, Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting

on behalf of Voyager, engaged in deceptive conduct to make net income appear greater than it

actually was, which made it appear to the Fund Administrator that the distribution made to Equity

Investors could be considered a Preferred Return rather than a return of capital.

145. Hardcastle, Giarmarco (during his tenure as CFO), and Medlock, acting on behalf of

Voyager, engaged in two types of actions, each detailed below, to falsely inflate the Fund’s

appearance of net income.

COMPLAINT 19

i. Hardcastle, Giarmarco, and Medlock, Acting on Behalf of Voyager,
Changed the Fund’s Historic Accounting Policy to Capitalize More Costs
and Deceptively Create the Appearance of More Net Income.

146. In or around September 2020, Hardcastle, Giarmarco, and Medlock, acting on behalf

of Voyager, changed the way the Fund accounted for capitalized costs, which had the effect of

increasing the Fund’s appearance of net income.

147. Capitalizing costs means treating certain expenses as assets on a balance sheet for

purposes of delaying full recognition of the expense.

148. Typically, costs can only be capitalized as an asset if they are expected to produce an

economic benefit beyond the current year or normal course of an operating cycle.

149. For example, adding a new roof to a home is an expense that could be capitalized as

an asset because the new roof will have value beyond the current year.

150. In contrast, ordinary expenditures such as water, sewer, or utility bills, should not be

capitalized as assets.

151. Under the prior ownership of Voyager, Voyager calculated the Fund’s capitalization

of rental home improvement and repair costs on a project-by-project basis. For each project,

Voyager considered whether each cost associated with that project should be capitalized. In 2019,

the capitalization of these costs was no more than approximately 76% of all rental home-related

costs.

152. In or around September 2020, Medlock suggested to Hardcastle and Giarmarco that

the Fund change its policy and capitalize 85% of all rental home-related costs of the Fund. This

change in policy resulted in an understatement of expenses and thus ultimately caused the Fund to

overstate its net income.

153. In or around September 2020, Hardcastle and Giarmarco, acting on behalf of

Voyager, approved this change and Hardcastle, Giarmarco, and Medlock, acting on behalf of

Voyager, began capitalizing 85% of all rental home-related costs of the Fund.

154. Medlock, with the approval of Hardcastle and Giarmarco, acting on behalf of

Voyager, sent the Fund’s accounting general ledger, which incorporated this change, to the Fund

Administrator and the Fund’s auditor.

155. During the Relevant Period, the Fund was required to obtain an audit.

156. The audit for fiscal year 2021, which began in 2022, was significantly delayed, in

large part due to concerns raised by the auditor about the amount of capitalized costs resulting from

the Fund’s change in the accounting policy.

157. Despite their request for the information, the Fund’s auditor was never provided a

reason why Voyager, Hardcastle, Giarmarco, or Medlock changed the accounting policy or chose

the amount of 85% for the flat capitalization rate.

158. For the fiscal year 2021 audit, when the auditor tested capitalized costs, it found that

capitalized costs had been overstated under the new policy, and the auditor ultimately required an

adjustment to reduce capitalized costs, which increased expenses, and which ultimately reduced the

Fund’s 2021 net income by approximately $1.9 million.

159. Voyager’s policy of capitalizing costs using a flat rate of 85% remained unchanged

during at least fiscal years 2022 and 2023.

160. Hardcastle, acting on behalf of Voyager, failed to obtain an audit for the Fund for

fiscal years 2022, 2023, or 2024.

161. Hardcastle, Giarmarco, and Medlock, acting on behalf of Voyager, knew, were

reckless in not knowing, or were deliberately and consciously reckless in not knowing, and should

have known, that changing the accounting policy was deceptive and that it resulted in a material

deception.

162. Understanding that Hardcastle, Giarmarco, and Medlock, acting on behalf of

Voyager, had changed the Fund’s prior accounting policy such that it artificially inflated net income

would be important to a reasonable investor.

ii. Hardcastle and Medlock Caused Voyager to Enter the Fund into
Fraudulent Backdated Affiliated Entity Purchase Agreements that Falsely
Created the Appearance of More Net Income.

163. Beginning in approximately May 2022, Hardcastle and Medlock, acting on behalf of

Voyager, began recognizing fake revenue in the Fund’s financial statements by entering “cash

COMPLAINT 21

sales” into the accounting general ledger for the sale of houses from the Fund to affiliated entities,

when no cash had been received and the Fund retained control over the properties.

164. Medlock, while acting as the COO of Voyager, created two entities, The Golden H,

LLC and WHPH Investments, LLC, which were owned or controlled by Medlock or Hardcastle.

165. Between March 2022 and September 2023, Medlock, acting on behalf of Voyager,

entered or caused to be entered into the Fund’s accounting general ledger “cash sales” of properties

owned by the Fund to these two affiliated entities.

166. These entries into the Fund’s accounting general ledger were often made near

quarter-end, when the Fund was finalizing quarterly payments of Preferred Returns to Equity

Investors.

167. These purported “cash sales” totaled approximately $8.2 million in non-existent

revenue entered into in the Fund’s financial statements.

168. At least one affiliated entity, The Golden H, LLC, was not formed until after the first

purported cash sale had been entered into the Fund’s accounting general ledger.

169. Hardcastle and Medlock, acting on behalf of Voyager, subsequently created purchase

agreements backdated to match the approximate date the “cash sales” had been entered into the

accounting general ledger.

170. Between June 2022 and December 2023, Hardcastle, acting on behalf of Voyager

and signing on behalf of the Fund, entered into six of these back-dated purchase agreements.

171. Medlock, acting on behalf of Voyager, signed the backdated purchase agreements, or

directed her daughter (Individual 1) to sign, on behalf of the two entities Medlock created.

172. The six purchase agreements are summarized in the following chart:

Affiliated Entity Date of
Purported
Purchase
Agreement

Date Cash Sale
was recognized
in General
Ledger

Date Agreement
or Amendment
thereto was
Electronically
Signed

“Purchase
Price”

The Golden H, LLC March 15,
2022

March 15, 2022 October 27, 2022 $603,770.00

The Golden H, LLC June 30,
2022

June 30, 2022 August 2, 2022;
amended October
27, 2022

$775,400.00

COMPLAINT 22

Affiliated Entity Date of
Purported
Purchase
Agreement

Date Cash Sale
was recognized
in General
Ledger

Date Agreement
or Amendment
thereto was
Electronically
Signed

“Purchase
Price”

The Golden H, LLC September
1, 2022

September 1,
2022

October 27, 2022 $1,299,700.00

WHPH Investments
LLC

June 1,
2023

June 5, 2023 December 6, 2023 $1,864,769.00

WHPH Investments
LLC

August 1,
2023

August 31, 2023 September 27, 2023 $1,100,000.00

WHPH Investments
LLC

September
1, 2023

September 30,
2023

December 5, 2023 $2,520,000.00

TOTAL $8,163,639.00

173. The purchase agreements were fraudulent. Hardcastle and Medlock, acting on behalf

of Voyager, retained control over the properties subject to these purchase agreements (some of

which Voyager later, on behalf of the Fund, sold to a non-affiliated third-party for substantially less

than the purported purchase agreements). The purchase agreements were seller-financed agreements

where no cash changed hands, but they were recorded on the Fund’s books as “cash sales.” No

payments were ever made by the affiliated buyers on the purported financing and neither Hardcastle

nor Medlock, acting on behalf of Voyager, caused the Fund to take any action to enforce the

purported purchase agreements. Despite the creation of the purchase agreements, the Fund received

no payment from the affiliated entities and Voyager retained control over the properties.

174. Recording the purchase agreements as “cash sales” was contrary to the Fund’s own

revenue recognition accounting policy, as disclosed in the notes to its financial statements, which

stated that the Fund does not recognize revenue on sales of real estate until the cash is received.

175. These fraudulent “cash sales” increased the appearance of net income in the Fund’s

financial statements by approximately $8.2 million, which then made the net income appear

sufficient to pay the Preferred Return.

176. Hardcastle and Medlock, acting on behalf of Voyager, knew, were reckless in not

knowing, or were deliberately and consciously reckless in not knowing, and should have known,

that entering into fraudulent purchase agreements and falsely claiming the Fund received cash when

it had not was deceptive and that it resulted in a material deception.

COMPLAINT 23

177. Understanding that Hardcastle and Medlock, acting on behalf of Voyager, had

entered the Fund into fraudulent purchase agreements, which falsely inflated the Fund’s net income

would be important to a reasonable investor.

IV. Hardcastle, Giarmarco, and Voyager Made False and Misleading Statements to
Investors.

A. Hardcastle, Giarmarco, and Voyager Had Ultimate Authority over the False
and Misleading Statements to Investors.
i. Defendant Hardcastle

178. Hardcastle had ultimate authority over the Offering Documents, which included the

Operating Agreements and the PPMs, because he reviewed, revised, and approved the Offering

Documents as the CEO of Voyager. Hardcastle also signed the August 2021 and November 2023

PPMs and the August 2020 Operating Agreement.

179. Hardcastle had ultimate authority over statements in quarterly newsletters sent to

investors (“Quarterly Updates”) because he drafted them and signed them as the CEO of Voyager.

180. Hardcastle had ultimate authority over the verbal statements he made in YouTube

videos and public speaking events, including the recorded Annual Investor Meetings, because he

orally made the statements.

ii. Defendant Giarmarco

181. Giarmarco had ultimate authority over the statements referencing his background in

the September 2020 PPM because he had exclusive knowledge of facts relating to his background

and he reviewed the PPM that included statements about his background.

iii. Defendant Voyager

182. Voyager had ultimate authority over the Offering Documents, which are, on their

face, documents prepared and provided by Voyager.

183. The statements made by Hardcastle, as the CEO, and Giarmarco, during his tenure as

CFO, are imputed to Voyager.

COMPLAINT 24

B. Hardcastle and Voyager Made False and Misleading Statements About the
Fund’s Investment of Equity Investor Money.

184. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements in the PPMs and a YouTube video, in which Hardcastle held himself out as

the CEO or manager of Voyager, that new Equity Investor money would be invested.

185. The PPMs state:

a. The “Fund’s Manager will attempt to invest the proceeds as quickly as prudence and

circumstances permit . . . Consequently, the distributions you receive on your

investment may be reduced pending the investment of the Offering proceeds in Fund

Assets”; and

b. under “Principal Investment Objectives” that “[t]he Fund’s objectives with respect to

acquiring Fund Assets are to effectively deploy the proceeds of this Offering in well

qualified Fund Assets which will . . . provide the Members with a Preferred Return

of 10%”.

186. Additionally, in a November 17, 2022 YouTube video, Hardcastle, acting on behalf

of Voyager, stated: “Our process is quite simple: you invest, we go to work, you get a nice return . .

.”; and “We’ve got a number of deals in the pipeline. We can put funds to work right away.”

187. A reasonable investor would have understood from these statements in the PPMs and

the YouTube video that the Fund was investing new Equity Investor money, not using it to pay

existing Equity Investors.

188. The statements in the PPMs and YouTube video regarding using new Equity

Investor money to invest were false and misleading because more than $15 million in money

received from Equity Investors was not invested in real estate or other assets, but instead was used

in Ponzi-like payments to pay existing Equity Investors their Preferred Return.

189. Hardcastle, acting on behalf of Voyager, knew, was reckless in not knowing, or was

deliberately and consciously reckless in not knowing, and should have known, that the above-

described statements regarding using new Equity Investor money to invest were false and

COMPLAINT 25

misleading when made because as the CEO of Voyager, Hardcastle had control over, and insight

into, the use of all investor funds.

190. The false and misleading statements in the PPMs and the YouTube video regarding

the use of new Equity Investor money would be important to a reasonable investor because, among

other things, investors and prospective investors would want to know if their investment was not

being used as disclosed or in a way that could lead to the Fund making profits.

C. Hardcastle and Voyager Made False and Misleading Statements Concerning
the Sources of Payment of the Preferred Return.

191. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements in the PPMs that the Preferred Return would be paid from net cash from

investments or debt financing.

192. The PPMs state:

a. “Subject to the Fund’s performance and sufficient cash flow, the Manager intends to

pay the Preferred Return to the Members on a monthly basis”;

b. there is “[n]o guarantee of profitability” and that “poor performance” “could

significantly affect total returns to Investors”;

c. that Voyager “anticipates that revenues will be sufficient to create net profits for the

Fund”; and

d. that “[s]ubject to the Fund’s performance and sufficient cash flow, the Manager

intends to pay the Preferred Return to the Members on a monthly basis” and

“anticipates that revenues will be sufficient to create net profits for the Fund.”

193. A reasonable investor would have understood from these statements in the PPMs that

the Fund was paying Preferred Returns using revenues from investments, not using new Equity

Investor money to pay existing Equity Investors.

194. The statements in the PPMs that Preferred Return would be paid from net cash from

investments or debt financing were false and misleading because more than $15 million in funds

COMPLAINT 26

received from Equity Investors was used in Ponzi-like payments to pay existing Equity Investors

their Preferred Return.

195. Hardcastle, acting on behalf of Voyager, knew, was reckless in not knowing, or was

deliberately and consciously reckless in not knowing, and should have known, that the above-

described statements that the Preferred Return would be paid from net cash from investments or

debt financing were false and misleading when made because as the CEO of Voyager, Hardcastle

had control over, and insight into, the use of all investor funds.

196. The false and misleading statements in the PPMs regarding the payment of the

Preferred Return from net cash from investments or debt financing would be important to a

reasonable investor because, among other things, investors and prospective investors would want to

know if their investment was not being used as disclosed or in a way that could lead to the Fund

making profits.

D. Hardcastle and Voyager Made False and Misleading Statements About the
Fund’s Performance.

197. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements concerning the Fund’s performance.

198. The statements include:

a. in a video recorded podcast uploaded to YouTube on September 15, 2021 and

available to investors and prospective investors, Hardcastle, acting on behalf of

Voyager, stated that the Fund “has returned a ten percent return every year plus,

since its inception in 2015”;

b. in Voyager Quarterly Updates, Hardcastle, acting on behalf of Voyager, repeatedly

wrote that the Preferred Return was met, or was close to the 10% target; and

c. in Voyager Quarterly Updates, Hardcastle, acting on behalf of Voyager, repeatedly

wrote that the Preferred Return was “earned and distributed.”

199. A reasonable investor would have understood from the above statements regarding

the Fund’s performance that the Fund was generating 10% annual return allowing payment of the

COMPLAINT 27

Preferred Return from net cash from investments or debt financing not from new Equity Investor

money.

200. The statements regarding the amount and payment of the Preferred Return were false

and misleading because the distributions paid to Equity Investors were almost entirely paid from

new Equity Investor money and were, by and large, not paid using money that was earned from the

investments of the Fund.

201. During the Relevant Period, the Fund only earned sufficient net cash from

investments or debt financing to pay an approximately 1% return, not the 10% Preferred Return

owed to investors and claimed to have been made. New Equity Investor money comprised

approximately 89% of the money used to pay the Preferred Return.

202. Hardcastle, acting on behalf of Voyager, knew, was reckless in not knowing, or was

deliberately and consciously reckless in not knowing, and should have known, that the above-

described statements regarding the amount and payment of the Preferred Return were false and

misleading when made because Hardcastle had control over the operations of Voyager and the Fund

and had knowledge of the operations, including the sources of funds for payment of the Preferred

Return.

203. The false and misleading statements in the YouTube video and Quarterly Updates

regarding the payment of the Preferred Return would be important to a reasonable investor because,

among other things, investors and prospective investors would want to know about the actual

performance of the Fund they were invested in and that new Equity Investor money was being used

in Ponzi-like payments, rather than being invested.

E. Hardcastle and Voyager Made False and Misleading Statements About
Providing Steady Cash Flow to Investors.

204. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements to investors about the Fund’s ability to provide steady returns to investors

long term.

205. These statements include:

COMPLAINT 28

a. in a video recorded podcast uploaded to YouTube on May 14, 2021, available to

investors and prospective investors, Hardcastle, acting on behalf of Voyager, stated

that “its [an investment in the Fund] monthly income, if you know, you want steady

cash flow that’s [the Fund]”;

b. in a video recorded podcast uploaded to YouTube on July 19, 2021, Hardcastle,

acting on behalf of Voyager, stated that “we’re building long term reliable cash flow

for our investors”;

c. in a video recording uploaded to YouTube on November 17, 2022, available to

investors and prospective investors, Hardcastle, acting on behalf of Voyager, stated

“I’m going to show you how you can receive years and years of steady reliable

income… [the Fund]… is designed for steady, reliable, passive income”; and

d. in the same video recording uploaded to YouTube on November 17, 2022, available

to investors and prospective investors, Hardcastle, acting on behalf of Voyager,

stated “[w]hen you invest with us, you’re getting the security of a note with the

yields of an equity investment.”

206. A reasonable investor would have understood from the above statements that the

Fund was offering, on a long-term basis, steady, reliable income or cash flow based on the success

of the Fund.

207. The statements in the videos regarding the Fund providing long-term, steady income

were false and misleading because the Fund was not earning “steady reliable income” from

investments sufficient to pay Preferred Returns. Instead, money from new Equity Investors was

being used to pay existing Equity Investors their Preferred Return, which made those funds

unavailable for investment to generate profits.

208. Hardcastle, acting on behalf of Voyager, omitted to state material facts that were

necessary to render his statements regarding the Fund providing long-term, steady income not

misleading. These omissions include that approximately $15.5 million (approximately one-third) of

new Equity Investor money was not invested and did not generate the returns claimed because it

was instead used to pay existing Equity Investors the Preferred Return.

COMPLAINT 29

209. Hardcastle, acting on behalf of Voyager, knew, was reckless in not knowing, or was

deliberately and consciously reckless in not knowing, and should have known, that the above-

described statements regarding the Fund providing long-term steady income were false and

misleading when made because Hardcastle had control over the operations of Voyager and the Fund

and knowledge of the operations, including the sources of funds for payment of the Preferred

Return.

210. The false and misleading statements regarding the Fund providing long-term, steady

income would be important to a reasonable investor because, among other things, investors and

prospective investors would want to know about the actual performance of the Fund they were

invested in and whether the Fund had enough money from investments to pay the promised returns.

F. Hardcastle and Voyager Made False and Misleading Statements About
Affiliated Entity Transactions.

211. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements concerning the Affiliated Entity Transactions by failing to disclose the

transactions with affiliates, the conflicts they created, and that they were done on terms different

than non-affiliated third-party transactions.

i. Hardcastle and Voyager Made False and Misleading Statements that
Affiliated Entity Transactions Would be on the Same or Similar Terms.

212. During the Relevant Period, Hardcastle, acting on behalf of Voyager, made false and

misleading statements that transactions with affiliates would be made on terms that were the same

or similar to transactions with non-affiliated third parties.

213. The Operating Agreements state that the Fund cannot “make any loan to [Voyager]

or any of its affiliates or owners, borrow therefrom, or otherwise engage in any extension of credit

with or between such parties, unless such loans or extensions of credit are at the same or similar

terms offered to other borrowers or non-affiliated transactional parties in the discretion of the

Manager… .”

COMPLAINT 30

214. A reasonable investor would have understood from the statements in the Operating

Agreements that the Fund would not enter into transactions with affiliates that were on different

terms than the terms offered to non-affiliated entities.

215. The statements in the Operating Agreements regarding making loans on the “same or

similar terms offered to other borrowers or non-affiliated transactional parties” were false and

misleading because Hardcastle and Giarmarco (during his tenure as CFO), acting on behalf of

Voyager, entered the Fund into numerous transactions with affiliates that were not on “same or

similar terms offered to other borrowers or non-affiliated transactional parties.” As pleaded above,

Hardcastle and Giarmarco (during his tenure as CFO), acting on behalf of Voyager, entered the

Fund into Affiliated Entity Transactions that had substantively different, and materially more

favorable terms to Hardcastle and Giarmarco’s entities, than with non-affiliated third parties.

216. Hardcastle, acting on behalf of Voyager, knew, was reckless in not knowing, or was

deliberately and consciously reckless in not knowing, and should have known, that the statements in

the Operating Agreements regarding making loans on “same or similar terms offered to other

borrowers or non-affiliated transactional parties” were false and misleading because Hardcastle

approved the affiliated promissory notes and, by virtue of his role in both affiliated and non-

affiliated transactions, knew, was reckless in not knowing, or was deliberately and consciously

reckless in not knowing, and should have known, the terms afforded to affiliated parties were not on

the same or similar terms as when compared to the non-affiliated third-party transactions.

217. The false and misleading statements in the Operating Agreements regarding making

loans on “same or similar terms offered to other borrowers or non-affiliated transactional parties”

would be important to a reasonable investor because, among other things, investors and prospective

investors would want to know if their investment could be used to fund entities related to Hardcastle

and Giarmarco that were more beneficial to Hardcastle and Giarmarco, and worse for the Fund,

when compared to non-affiliated third-party transactions.

COMPLAINT 31

ii. Hardcastle and Voyager Made Misleading Statements Concerning the
Fund’s Conflicts of Interest.

218. Hardcastle, acting on behalf of Voyager, omitted to state certain facts that made

statements about the Fund’s conflicts of interest in the PPMs misleading.

219. The PPMs state that “[t]he Manager, its Affiliates, and their principals are subject to

various conflicts of interest in managing the Fund” and detail several kinds of conflicts of interest,

but do not detail the conflicts created by Voyager’s practice of entering the Fund into transactions

with Hardcastle and Giarmarco’s affiliated entities.

220. The 2020 and 2021 PPMs list, under the section titled “Affiliates of the Manager,”

two entities, but do not list the Hardcastle and Giarmarco affiliated entities that received Fund

money or entered into loan transactions with the Fund or its subsidiaries as described above.

221. Hardcastle, acting on behalf of Voyager, failed to state material facts that were

necessary to render the statements regarding the Fund’s conflicts of interest not misleading. These

omissions include that the Fund entered into the Affiliated Entity Transactions discussed above.

222. Specifically, the PPMs failed to disclose the affiliated transactions between the Fund

and its subsidiaries with Adagio SPE LLC, Andante SPE LLC, Brighton Cove LLC, Cayucos

Dream, LLC, GSD Equities, LLC, Affiliate 1, Kastlemark LLC, Martin-Taylor Company LLC,

HGM Holdings LLC, or Premier Property Management Group, LLC, discussed above.

223. A reasonable investor would have understood from these statements in the PPMs that

the Fund was not entering into transactions with affiliates, outside of those disclosed in in the

“Affiliates of the Manager” section of the 2020 and 2021 PPMs.

224. The statements regarding conflicts of interest were misleading because Voyager was

subject to conflicts of interest as a result of the transactions with Hardcastle and Giarmarco’s

affiliated entities that were not disclosed in the PPMs.

225. The statements concerning “Conflicts of Interest” in the PPMs were misleading

when made and Hardcastle knew, was reckless in not knowing, or was deliberately and consciously

reckless in not knowing, and should have known, that the statements in the PPMs concerning

COMPLAINT 32

conflicts of interest were false and misleading because Hardcastle approved the Affiliated Entity

Transactions.

226. The false and misleading statements concerning conflicts of interest would be

important to a reasonable investor because, among other things, investors and prospective investors

would want to know the Fund was entering into transactions with entities owned by the principals

of the Fund Manager that created conflicts of interest.

iii. Hardcastle and Voyager Made False and Misleading Statements about
the Counterparties to Transactions.

227. Hardcastle, acting on behalf of Voyager, made a false and misleading statement

about the counterparties to certain affiliated party transactions at the 2022 Annual Meeting for the

Fund.

228. Specifically, during the 2022 Annual Meeting, Hardcastle, acting on behalf of

Voyager, stated that the Fund was “lending money to folks that we know that are brought to us from

our property managers or people we know all backed with real estate…”.

229. A reasonable investor would have understood “folks we know” to be individuals or

entities other than those owned or controlled by the speaker.

230. The statement about engaging in notes with “folks that we know that are brought to

us from our property managers or people we know” is misleading because it omitted any reference

to the Fund doing deals with affiliated entities controlled by Hardcastle and Giarmarco, on terms

that benefited themselves to the detriment of the Fund.

231. The statement about engaging in notes with “folks that we know that are brought to

us from our property managers or people we know” was false and misleading when made and

Hardcastle acting on behalf of Voyager, knew, was reckless in not knowing, or was deliberately and

consciously reckless in not knowing, and should have known, that the statement was false and

misleading. Hardcastle approved the related-party transactions and, by virtue of his role in both

related and non-related party transactions, knew, was reckless in not knowing, or was deliberately

and consciously reckless in not knowing, and should have known that a significant number of loans

the Fund was entering into were with entities owned by him and/or Giarmarco, and the terms

COMPLAINT 33

afforded the affiliated parties were substantially beneficial to the affiliated parties, to the detriment

of the Fund, when compared to the non-affiliated third party transactions.

232. The false and misleading statement at the 2022 Annual Investor Meeting concerning

engaging in notes with “folks that we know that are brought to us from our property managers or

people we know” would be important to a reasonable investor because, among other things,

investors and prospective investors would want to know if the Fund was engaging in affiliated

transactions with the principals’ entities.

G. Hardcastle, Giarmarco, and Voyager Made False and Misleading
Statements about the Principals’ History and Qualifications.

i. Misstatements in the PPM used from September 2020 through August
2021

233. Hardcastle and Giarmarco, acting on behalf of Voyager, made false and misleading

statements concerning Hardcastle and Giarmarco’s background and qualifications in the September

2020 PPM.

234. In the September 2020 PPM, Hardcastle, acting on behalf of Voyager, made false

and misleading statements minimizing Hardcastle’s role at Voyager. Specifically, the September

2020 PPM:

a. included an Introductory Letter, signed by the prior CEO and founder of Voyager,

not Hardcastle, despite Hardcastle being in control of Voyager since July 2020;

b. continued to include a section on the prior CEO and founder of Voyager in the “key

team members” section continuing to describe the prior CEO and Founder of

Voyager as the “CEO” of Voyager; and

c. for Hardcastle’s background, stated: “David joined the Voyager Pacific Capital

Management group in July of 2020. His focus is applying technology and systems to

day to day [sic] operations to increase management efficiencies.”

235. A reasonable investor would have understood from these statements that the prior

CEO and founder of Voyager, who had controlled Voyager since 2015, was still in charge of

Voyager and that Hardcastle was a new hire working only to increase management efficiencies.

COMPLAINT 34

236. The statements in the September 2020 PPM regarding Hardcastle’s role at Voyager

and the Fund were false and misleading because Hardcastle was CEO of Voyager and controlled the

Fund as of July 2020.

237. The statements in the September 2020 PPM regarding Hardcastle’s role were false

and misleading when made and Hardcastle, acting on behalf of Voyager, knew, was reckless in not

knowing, or was deliberately and consciously reckless in not knowing, and should have known, that

the statements in the September 2020 PPM regarding Hardcastle’s role were false and misleading

because Hardcastle purchased Voyager with Giarmarco in July 2020 and had taken control of

Voyager and the Fund.

238. The false and misleading statements in the September 2020 PPM regarding

Hardcastle’s role at Voyager and the Fund would be important to a reasonable investor because,

among other things, investors and prospective investors would want to know who was running the

Fund and controlling their investment.

239. In the September 2020 PPM, Giarmarco, acting on behalf of Voyager, also made

false and misleading statements about Giarmarco’s education and work history. Specifically, the

September 2020 PPM stated that Giarmarco:

a. graduated “from Fresno State with a B.S. in Finance”; and

b. formerly had a “position as M&A Director and Vice President overseeing a $750ml

asset portfolio.”

240. A reasonable investor would have understood from these statements that Giarmarco

had educational training and prior experience that qualified him to perform his CFO duties at

Voyager.

241. The statements in the September 2020 PPM regarding Giarmarco’s role at Voyager

were false and misleading because Giarmarco did not receive a Bachelor of Science in finance or

graduate from college, and Giarmarco did not “oversee” a $750 million asset portfolio.

242. The statements in the September 2020 PPM regarding Giarmarco’s education and

work history were false and misleading when made and Giarmarco, acting on behalf of Voyager,

knew, was reckless in not knowing, or was deliberately and consciously reckless in not knowing,

COMPLAINT 35

and should have known, that the statements in the September 2020 PPM regarding his education

and work history were false and misleading because Giarmarco knew his own background.

243. The false and misleading statements in the September 2020 PPM regarding

Giarmarco’s education and experience would be important to a reasonable investor because, among

other things, investors and prospective investors would want to know that the CFO who managed

their investment was educated and had experience managing other large asset portfolios. Giarmarco

had no prior experience running a fund and an investor would want to know if the Fund manager’s

CFO lacked financial training or similar experience.

ii. Misstatements in the PPMs used from approximately August 2021 –
December 2023

244. In the August 2021 and November 2023 PPMs, Hardcastle, acting on behalf of

Voyager, made additional false and misleading statements concerning Hardcastle’s experience.

245. In the August 2021 and November 2023 PPMs, Hardcastle, acting on behalf of

Voyager, revised the Introductory Letter, so that it was no longer signed by the former Voyager

owner, but signed by himself.

246. Although Hardcastle changed the Introductory Letter’s wording to list himself as

CEO, he kept much of the introduction written by the former Voyager owner, including statements

about the former Voyager owner’s background, which was inaccurate as to Hardcastle.

247. Specifically, the August 2021 and November 2023 PPMs stated about Hardcastle:

a. “Since 1997, my team and I and have closed over 11,000 purchases and sales of raw,

vacant land, in 35 states.”

b. “Many of our key team members have worked with me for more than 10 years. Not

only are they experts at what they do individually, but they are an integral part of the

proprietary systems and processes we have developed…”

c. “In early 2014, we launched Fund I with the strategy of investing solely in tax lien

certificates;” and

d. “As the raise period on that fund comes to an end, I decided to expand the scale and

scope of [the Fund] to capture those opportunities.”

COMPLAINT 36

248. A reasonable investor would have understood from these statements that Hardcastle

had significant experience in managing the Fund since 2014.

249. The statements in the August 2021 and November 2023 PPMs regarding

Hardcastle’s prior experience were false and misleading because Hardcastle did not start the Fund.

250. The statements in the August 2021 and November 2023 PPMs regarding

Hardcastle’s experience were false and misleading when made and Hardcastle, acting on behalf of

Voyager, knew, was reckless in not knowing, or was deliberately and consciously reckless in not

knowing, and should have known, that the statements in the August 2021 and November 2023

PPMs regarding Hardcastle’s experience were false and misleading. Hardcastle reviewed and

approved the August 2021 and November 2023 PPMs that had the false and misleading statements

and knew his own background and that these statements were false.

251. The false and misleading statements in the August 2021 and November 2023 PPMs

regarding Hardcastle’s role at Voyager and the Fund would be important to a reasonable investor

because, among other things, investors and prospective investors would want to know that

Hardcastle had no prior experience running a fund.

H. Hardcastle, Giarmarco, and Voyager Obtained Money or Property from
Their Misconduct.

252. During the Relevant Period, Voyager received millions of dollars in management

fees from the Fund pursuant to a term providing for a 1.5% annual management fee in the Operating

Agreements, which fee was also disclosed in the PPMs.

253. Hardcastle and Giarmarco, as owners of Voyager, were entitled to and received a

portion of the management fees received by Voyager.

254. During the Relevant Period, Hardcastle and Giarmarco also received millions of

dollars from the Fund in payments to their affiliated entities described above.

V. Hardcastle, Giarmarco, and Medlock’s Actions and Scienter Are Imputed to Voyager.

255. Because Hardcastle was the CEO of and controlled Voyager, his actions on behalf of

Voyager and his scienter are imputed to Voyager.

COMPLAINT 37

256. Because Giarmarco was CFO of and controlled Voyager, his actions on behalf of

Voyager during his tenure as CFO and his scienter are imputed to Voyager.

257. Because Medlock functioned as the COO of and controlled Voyager, her actions on

behalf of Voyager and her scienter are imputed to Voyager.

VI. Relief Defendants Received Proceeds from Defendants’ Fraud to Which They Have No
Legitimate Claim.

258. Each of the Relief Defendants received proceeds from the Defendants’ fraud for

which they provided no legitimate goods or services and to which they have no legitimate claim.

259. The Relief Defendants, all of which were entities affiliated with one or more of the

Defendants, and the Fund, received money from the Fund either (a) without any supporting

documentation or benefit to the Fund or (b) based upon promissory notes that Hardcastle and

Giarmarco entered the Fund into on terms that were not permitted by the Offering Documents and

which they failed to enforce.

260. First, as detailed above in Section II.A., HGM Holdings LLC, Premier Property

Management Group, LLC, and Andante SPE LLC received money from the Fund without any

apparent obligation or benefit to the Fund, without any supporting documentation that the transfers

were done for a legitimate purpose, and without any obligation that the monies be repaid.

261. Second, as detailed above in Section II.B., the following Relief Defendants received

money from the Fund via promissory notes: Adagio SPE LLC; Andante SPE LLC; Brighton Cove

LLC; Cayucos Dream, LLC; GSD Equities, LLC; Kastlemark LLC, and Martin-Taylor Company

LLC.

262. These affiliated entities received funds via promissory notes that generally did not

require monthly payments and generally lacked any date by which repayment was required because

of the insertion of an “Automatic Continuance” provision.

263. The “Automatic Continuance” provision provides: “Upon expiration therefore, this

Promissory Note and stated security and payments will continue in force on a month-to month-

basis. Lender [the Fund] shall notify Borrower [the affiliate], in writing, within 90 days of Lender’s

intent to discontinue the Promissory Note.”

COMPLAINT 38

264. Hardcastle and Giarmarco, acting on behalf of Voyager, did not cause the Fund to

seek the principal and interest owed under the affiliated entity promissory notes or repayment of the

promissory notes.

265. In addition, some of the promissory notes with the affiliated entities did not list any

real property as collateral or did not attach the necessary documents to collateralize the property,

and Hardcastle and Giarmarco, acting on behalf of Voyager, never took any steps to foreclose on

the property that was the subject of the notes.

266. Of the approximately $3 million in affiliated-entity promissory notes only

approximately $565,000 has been paid back to the Fund.

267. Of the approximately $2.9 million the Fund transferred to Hardcastle and

Giarmarco’s affiliated entities with no contracts or other supporting documentation explaining the

purposes of these transactions, only approximately $581,000 has been paid back to the Fund.

268. The money received by the Relief Defendants was the product of the Defendants’

fraudulent scheme. Accordingly, the Relief Defendants received money or property to which they

had no legitimate claim.

269. The Relief Defendants should return the proceeds they received from Voyager,

Hardcastle, Giarmarco (during his tenure as CFO), and Medlock’s fraud.

CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF

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

270. The SEC realleges and incorporates by reference paragraphs 1 through 268 as though

fully set forth herein.

271. Defendants, directly or indirectly, acting intentionally, knowingly or recklessly, by

the use of means or instrumentalities of interstate commerce or of the mails, in connection with the

purchase or sale of securities employed a device, scheme, and article to defraud; and have engaged

or are engaging in acts, practices or courses of business which operate as a fraud or deceit upon

certain persons.

COMPLAINT 39

272. As a result, Defendants have violated and, unless enjoined, will continue to violate

Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules l0b-5(a) and (c) thereunder [I7

C.F.R. § 240.10b-5(a) and (c)].

SECOND CLAIM FOR RELIEF

Violations of Section 17(a)(1) and (3) of the Securities Act
(All Defendants)

273. The SEC realleges and incorporates by reference paragraphs 1 through 268 as though

fully set forth herein.

274. Defendants, directly or indirectly, acting intentionally, knowingly or recklessly, by

the use of means or instrumentalities of interstate commerce or of the mails, in connection with the

purchase or sale of securities have employed or are employing devices, schemes or artifices to

defraud, and acting at least negligently, have engaged in transactions, practices, or courses of

business which operated or would have operated as a fraud or deceit upon the purchasers of such

securities.

275. As a result, Defendants have violated and, unless enjoined, will continue to violate

Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (3)].

THIRD CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) Thereunder
(Defendants Voyager, Hardcastle, and Giarmarco)

276. The SEC realleges and incorporates by reference paragraphs 1 through 268 as though

fully set forth herein.

277. Defendants Voyager, Hardcastle, and Giarmarco directly or indirectly, in connection

with the purchase or sale of a security, and by the use of means or instrumentalities of interstate

commerce, of the mails, or of the facilities of a national securities exchange, knowingly or severely

recklessly made untrue statements of a material fact or omitted to state a material fact necessary in

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

not misleading.

278. By engaging in the conduct described above, Defendants Voyager, Hardcastle, and

Giarmarco violated, and unless restrained and enjoined will continue to violate, Section 10(b) of the

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5].

FOURTH CLAIM FOR RELIEF

Violations of Section 17(a)(2) of the Securities Act
(Defendants Voyager, Hardcastle, and Giarmarco)

279. The SEC realleges and incorporates by reference paragraphs 1 through 268 as though

fully set forth herein.

280. By engaging in the conduct alleged above, Defendants Voyager, Hardcastle, and

Giarmarco, directly or indirectly, in the offer or sale of securities, by the means or instruments of

transportation or communication in interstate commerce or by use of the mails obtained money or

property by means of untrue statements of a material fact or by omitting to state a material fact

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

were made, not misleading, and Defendants Voyager, Hardcastle, and Giarmarco acted at least

negligently.

281. By virtue of the foregoing, Defendants Voyager, Hardcastle, and Giarmarco directly

or indirectly violated and, unless restrained and enjoined, will again violate Section 17(a)(2) of the

Securities Act [15 U.S.C. § 77q(a)].

FIFTH CLAIM FOR RELIEF

Disgorgement from Relief Defendants – Pursuant to Section 6501 of the National Defense
Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283, and Equitable Principles

(All Relief Defendants)

282. The SEC realleges and incorporates by reference paragraphs 1 through 268 as though

fully set forth herein.

283. Each Relief Defendant obtained money, property, and assets that are the proceeds, or

are traceable to the proceeds, of the fraud and violations of the securities laws by the Defendants.

284. Each Relief Defendant has no legitimate claim to these illicit proceeds or assets,

having obtained the funds under circumstances in which it is not just, equitable, or conscionable for

COMPLAINT 41

it to retain the funds or assets, and therefore each of them has been unjustly enriched.

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that this Court:

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

herein;

II.

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

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

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

III.

Enter an injunction permanently restraining and enjoining Hardcastle, Giarmarco, and

Medlock from directly or indirectly, including, but not limited to, through any entity owned or

controlled by them, participating in the issuance, purchase, offer, or sale of any security, provided,

however, that such injunction shall not prevent them from purchasing or selling securities for their

own personal account;

IV.

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

forth in this Complaint, together with prejudgment interest, pursuant to Sections 21(d)(3), 21(d)(5)

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

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

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

VI.

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

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

COMPLAINT 42

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

within the jurisdiction of this Court; and

VII.

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

DEMAND FOR JURY TRIAL

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

in this action of all issues so triable.

Dated: April 20, 2026 Respectfully submitted,

/s Jacqueline M. Moessner

JACQUELINE M. MOESSNER

New York State Bar No. 4456521
[email protected]

GRACE M. OSBERG
Colorado State Bar No. 55111
[email protected]

1961 Stout Street, Suite 1700
Denver, Colorado 80294
Tel.: 303-844-1000

COUNSEL FOR PLAINTIFF
U.S. SECURITIES AND EXCHANGE COMMISSION

OCR text (98,716c · textlayer · 95% conf)

JACQUELINE M. MOESSNER
New York State Bar No. 4456521
[email protected]
GRACE M. OSBERG
Colorado State Bar No. 55111
[email protected]

Counsel for Plaintiff
U.S. Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, Colorado 80294
Tel.: 303-844-1000

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF CALIFORNIA

Fresno Division

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

VOYAGER PACIFIC CAPITAL MANAGEMENT, LLC;
ROGER DAVID HARDCASTLE;
JOHN GIARMARCO; and
VANESSA LUNG-MEDLOCK;

Defendants,
and

ADAGIO SPE LLC;
ANDANTE SPE LLC;
BRIGHTON COVE LLC;
CAYUCOS DREAM, LLC;
GSD EQUITIES, LLC;
HGM HOLDINGS LLC;
KASTLEMARK LLC;
MARTIN-TAYLOR COMPANY LLC; and
PREMIER PROPERTY MANAGEMENT GROUP, LLC;

Relief Defendants.

Case No.

COMPLAINT

(Jury Trial Demanded)

26-at-01842

Case 1:26-cv-02985-JLT-SAB Document 1 Filed 04/20/26 Page 1 of 43