SEC v. Jeffrey C. Mack; and Lawrence C. Blaney, District of Minnesota (Apr. 3, 2019) — Complaint

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UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

_____________________________________
        )
       )
UNITED STATES SECURITIES   )
AND EXCHANGE COMMISSION,  ) Case No. 19-cv-918
       )
  Plaintiff,    ) Judge:
       )

v.   ) Magistrate Judge:
   )

JEFFREY C. MACK     )
       ) JURY TRIAL
 and      ) DEMANDED
       )
LAWRENCE C. BLANEY,   )
       )
  Defendants.    )

)
_______________________________________  )

COMPLAINT

Plaintiff, the United States Securities and Exchange Commission (hereinafter, the

“SEC”), alleges as follows:

INTRODUCTION

1. Between September 2016 and July 2017, two senior officers of a publicly-

traded company engaged in a fraudulent scheme that cost investors over $18 million.

The company was losing money and needed to raise capital to stay in business.  The two

officers responded by causing the company to materially inflate its revenue so the

company could use the overstated revenue figures to attract investors.  Using financial

statements that contained the phony revenue figures, the company fraudulently raised

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over $18 million through the sale of convertible notes in private placements and stock in

a public offering.

2. The two senior officers who carried out this fraudulent scheme were

defendants Jeffrey C. Mack (hereinafter, “Mack”) and Lawrence C. Blaney (hereinafter,

“Blaney”).   The publicly-traded company was Digiliti Money Group, Inc. (hereinafter,

“Digiliti” or “the Company”).  When they committed their fraud, Mack was the Chief

Executive Officer, President, and Chairman of Digiliti, and Blaney was Digiliti’s

Executive Vice President of Sales.

3. Mack and Blaney caused Digiliti to surreptitiously enter into side

agreements with its largest customer (hereinafter, “Side Agreements”).  The Side

Agreements gave the customer (hereinafter, “Customer Number 1”) the right to cancel

four contracts without payment within specified time periods.

4. Mack and Blaney then caused Digiliti to improperly recognize $1.65

million of revenue from the four contracts, even though Customer Number 1 could cancel

the contracts without paying Digiliti any money.  From November 2016 through May

2017, Digiliti’s filings with the SEC included financial statements that illegally reported

the revenue from the four contracts.  Specifically, in its Form 10-Q for the third quarter of

2016, Digiliti overstated its revenue by more than 19%; in its Form 10-K for the year

ended December 31, 2016, Digiliti overstated its revenue by more than 17%; and in its

Form 10-Q for the first quarter of 2017, Digiliti overstated its revenue by more than 24%.

Mack signed each of these filings and falsely certified that the filings were not false or

misleading.

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5. Throughout their fraudulent scheme, Mack and Blaney concealed the Side

Agreements from Digiliti’s in-house finance and accounting group, Digiliti’s Board of

Directors, and its outside auditor.  Mack also made false statements to Digiliti’s auditor in

three management representation letters which he signed in connection with the auditor’s

review of Digiliti’s financial statements for the third quarter of 2016, its audit of Digiliti’s

year-end financial statements for 2016, and its review of Digiliti’s financial statements

for the first quarter of 2017.

6. Using financial statements reflecting the fraudulently overstated revenue,

Digiliti raised at least $7.7 million in a series of private placements from November 10,

2016 through January 2017.  Digiliti also used the false financial statements to raise

approximately $10.5 million in a public offering of Digiliti common stock that closed on

March 10, 2017.

7. The fraudulent scheme came to light only after Mack and Blaney were

terminated and emails about the Side Agreements were discovered.

8. By engaging in the conduct alleged in this Complaint, Mack violated

Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)];

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §

78j(b)]; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]; and Exchange

Act Rules 10b-5 [17 C.F.R. 240.10b-5], 13a-14 [17 C.F.R. 240.13a-14], 13b2-1 [17

C.F.R. 240.13b2-1], and 13b2-2 [17 C.F.R. 240.13b2-2].  Digiliti also violated Section

17(a) of the Securities Act (15 U.S.C. § 77q(a)]; Sections 10(b) [15 U.S.C. § 78j(b)],

13(a) [15 U.S.C. § 78m(a)], and 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)] of the Exchange

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Act; and Exchange Act Rules 10b-5 [17 C.F.R. 240.10b-5], 12b-20 [17 C.F.R. 240.12b-

20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13 [17 C.F.R.

240.13a-13] but is not a defendant.  Pursuant to Section 15(b) of the Securities Act [15

U.S.C. § 77o(b)] and Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Mack is

liable to the same extent as Digiliti for aiding and abetting Digiliti’s listed violations.

9. By engaging in the conduct alleged in this Complaint, Blaney violated

17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15

U.S.C. § 78j(b)]; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]; and

Exchange Act Rules 10b-5(a) and (c) [17 C.F.R. 240.10b-5(a) and (c)], and 13b2-1 [17

C.F.R. 240.13b2-1].  Digiliti also violated Sections 17(a) of the Securities Act [15 U.S.C.

§ 77q(a)]; Sections 10(b) [15 U.S.C. § 78j(b)], 13(a) [15 U.S.C. § 78m(a)], and

13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)] of the Exchange Act; and Exchange Act Rules

10b-5 [17 C.F.R. 240.10b-5], 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-

1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13  [17 C.F.R. 240.13a-13] but is not a

defendant.  Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and

Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Blaney is liable to the same

extent as Digiliti for aiding and abetting Digiliti’s violations referred to in paragraph 8

above.

JURISDICTION AND VENUE

10. The SEC brings this action pursuant to Section 20(b) of the Securities Act

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

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Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15

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

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

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

Defendant Mack resided in this District during the relevant period; Digiliti’s headquarters

was in this District; and acts, practices, and courses of business constituting the violations

alleged in this Complaint have occurred within this District and elsewhere.

12. Mack and Blaney, directly or indirectly, made use of means or instruments

of transportation or communication in interstate commerce, or of the mails, or of any

facility of a national securities exchange in connection with the acts, practices, and

courses of business alleged in this Complaint.

13. There is a reasonable likelihood that defendants will, unless enjoined,

continue to engage in the transactions, acts, practices, and courses of business set forth in

this Complaint, and transactions, acts, practices and courses of business of similar purport

and object.

DEFENDANTS

14. Jeffrey C. Mack.  Mack was Digiliti’s CEO, President, and Chairman of

the Board of Directors from its formation until his termination in August 2017.  From at

least November 2016 to May 2017, Mack resided in Eden Prairie, Minnesota.  Mack is

currently CEO of a privately-held company.  Mack is 65 years old and now resides in

Carrollton, Texas.

15. Lawrence C. Blaney.  Blaney was Digiliti’s Executive Vice President of

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Sales during the relevant period.  Blaney is 61 years old and resides in Sugar Grove,

Illinois.  While working at Digiliti, Blaney often traveled to Minneapolis, Minnesota

from Illinois.

RELEVANT ENTITY

16. Digiliti Money Group, Inc.  Digiliti is a Delaware corporation that had its

principal place of business in Minneapolis, Minnesota.  Digiliti is not currently operating.

Digiliti was formerly known as Cachet Financial Solutions, Inc.  In March 2017, the

Company’s name was changed to Digiliti.  Digiliti’s common stock is registered with the

SEC pursuant to Section 12(g) of the Exchange Act [15 U.S.C. § 78l(g)].  Digiliti is

required to file reports with the SEC pursuant to Section 13(a) of the Exchange Act [15

U.S.C. § 78m(a)].  Until March 2017, Digiliti’s stock was quoted on OTC Link, an over-

the-counter securities quotation system, which does not require companies to meet any

listing requirements.  In conjunction with its March 2017 Public Offering, Digiliti’s

common stock was listed on the Nasdaq Stock Market, LLC (hereinafter, the “Nasdaq”).

Digiliti had to meet certain financial standards in order for its stock to be listed on the

Nasdaq.  On October 5, 2017, Digiliti filed a Form 25 to voluntarily withdraw its stock

from listing on the Nasdaq.

FACTS

I. BACKGROUND

17. From 2014 through 2018, Digiliti provided financial technology solutions

to smaller banks, credit unions, and alternative financial service businesses, such as

currency exchanges.  Digiliti provided software as a service (hereinafter, “SaaS”) and

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financial technology to its customers.  Digiliti developed, hosted, and maintained

software solutions that were customized and licensed to their customers through internet

and cloud-based access.  Digiliti’s platform enabled its customers to provide mobile

financial services to their customers, such as reloadable prepaid debit or credit cards and

check cashing services.

18. On or around December 12, 2014, Digiliti and Customer Number 1, a

business located in Florida, entered into a Master Services Agreement (hereinafter,

“Master Services Agreement”).  Purchases of new or additional services or solutions by

Customer Number 1 were made through new contracts signed by both Digiliti and

Customer Number 1.  Each new contract was labeled as an addendum to the Master

Services Agreement.

19. During its operations, Digiliti was unprofitable and was often short of

working capital.  Therefore, Digiliti frequently turned to several of its existing

shareholders and others to raise cash it needed to fund its continuing business.  Because

Digiliti was unprofitable, revenue was a key metric for the Company.

II. THE OCTOBER 2016 SIDE AGREEMENT

A. Digiliti Falls Short of Its Quarterly Revenue Goal and Fails to

Complete an Attempted Public Offering of Its Stock

20. From July 2016 through October 2016, Digiliti attempted to raise working

capital through a $25 million public offering of its stock (hereinafter, the “Attempted

2016 Public Offering”).

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21. Digiliti had a $2.4 million revenue goal for the third quarter of 2016.  Mack

viewed meeting this revenue goal as critical to a successful public offering.

22. During the period from July 2016 through October 2016, Digiliti’s finance

and accounting group regularly prepared and circulated weekly summaries of sales and

revenue for the quarter-to-date.  Throughout this period, Mack repeatedly emailed Blaney

and the other leaders of Digiliti’s sales team and directed them to do “what was

necessary” to meet the revenue goal and to beat the prior quarter’s numbers.

23. By September 2016, Mack knew that Digiliti was materially short of its

$2.4 million revenue goal.

24. Mack helped to promote the Attempted 2016 Public Offering by

participating in presentations to potential investors, as part of so-called “road shows” for

the offering.

25. On September 23, 2016, Mack emailed the leaders of the sales team

including Blaney stating, “The show is really going well.  As long as we execute and hit

our numbers we will be oversold and closed by the 6th of October.  I am really excited by

the response we’ve had so be sure to do what you need to so we hit on all cylinders. . . .”

26. On September 30, 2016, the last day of the quarter, Blaney emailed Mack

giving him an update on sales.  Mack responded to Blaney stating, “Need to hit that

number as quickly as possible so we can close on time.”

27. On October 10, 2016, Blaney emailed the leaders of the sales team a

weekly summary containing sales and revenue that had been processed by the finance

and accounting group as of that date.  Blaney stated, “Guys, We need to make this

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happen, one way or another – If everything [Senior Vice President of Mobile Innovation]

and I are working on comes in on target, we are still $178,000 off target.  Please think of

everything as this has to happen by Thursday.”

28. On October 11, 2016, Blaney emailed a contact at Customer Number 1.

Blaney stated, “As we discussed, this is a historic time in [Digiliti’s] timeline, and we are

motivated to close the quarter by hitting or exceeding our numbers.  I will call you to

discuss- Larry.”

29. On October 17, 2016, Blaney sent Customer Number 1 emails attaching

two new addenda dated September 22, 2016 and September 30, 2016.  Customer Number

1, through its agents, signed the two new contracts and emailed them to Blaney.

30. Later on October 17, 2016, Mack forwarded a meeting invite to Blaney

stating, “In the meantime, you need to do what is necessary to see that we beat last

quarters [sic] number in case [another company] doesn’t do the whole $300K.”

31. The Attempted 2016 Public Offering was ultimately unsuccessful and

efforts to complete the offering ended on October 19, 2016.

B. After the Failure of the Attempted 2016 Public Offering, Mack and
Blaney Secretly Cause Digiliti To Enter Into the First Side Agreement
with Customer Number 1

32. On October 19, 2016, Blaney emailed a contact at Customer Number 1.

Blaney copied Mack on the email.  The email attached another new contract, dated

September 30, 2016, with a total price of $395,000 (hereinafter, the “October 21, 2016

Contract”).   In his email, Blaney stated that, “You have the right to terminate the

contract which is attached in this email by February 15th 2017 without any obligation to

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pay or without any penalty” and that Digiliti would give Customer Number 1 “an

unconditional credit” of $50,000 on February 15, 2017 against other outstanding

invoices.  The terms in Blaney’s October 19, 2016 email are hereinafter referred to as the

“October 2016 Side Agreement.”

33. Later on October 19, 2016, Blaney emailed Mack, stating, “I put $395K on

the amendment to make sure we hit our number . . .”

34. On October 21, 2016, Customer Number 1 executed and returned the

October 21, 2016 Contract to Blaney.

35. The terms of the October 2016 Side Agreement were not included in the

October 21, 2016 Contract with Customer Number 1.

36. On October 21, 2016, Blaney sent the October 21, 2016 Contract, but not

the October 2016 Side Agreement, to Digiliti’s contracts manager.  Digiliti’s contracts

manager obtained Mack’s signature and returned the fully executed October 21, 2016

Contract to Blaney.  Blaney sent the executed contract back to Customer Number 1.

37. Even though the October 21, 2016 Contract was sent to Customer Number

1 on October 19, 2016 and signed on October 21, 2016, Blaney dated the contract

September 30, 2016, which was the last day of the previous quarter.

38. The October 2016 Side Agreement gave Customer Number 1 the right to

cancel the October 21, 2016 Contract by February 15, 2017 without any obligation to pay

the corresponding invoices.

39. Unaware of the October 2016 Side Agreement, Digiliti’s finance and

accounting group issued six invoices to Customer Number 1 dated September 30, 2016.

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40. Mack and Blaney did not disclose the October 2016 Side Agreement to

anyone else at Digiliti, to Digiliti’s outside auditor, or to investors.

41. Mack and Blaney knew that because of the October 2016 Side Agreement,

Digiliti could not recognize revenue from the October 21, 2016 Contract.

42. On November 10, 2016, Digiliti issued a press release announcing Digiliti’s

third quarter 2016 financial results and filed the press release as an exhibit to a report on

Form 8-K.  Digiliti stated in its release that “Revenue increased 124% year-over-year to a

record $2.3 million.”  Mack stated in the press release, “After reporting a milestone

quarter in Q2, we’re pleased to report yet another record quarter in Q3. . . .  Revenue

grew to its highest level ever, reflecting the continued growth of our core RDC business,

as well as the expansion of our Select Mobile Money business, which is increasingly

taking a larger share of the massive prepaid market.”  The statements in the press release

about Digiliti’s third quarter 2016 revenue were false and misleading.

43. Mack approved the content of Digiliti’s November 10, 2016 press release

and Form 8-K.  He knew at the time that the statements contained in the press release

about Digiliti’s third quarter 2016 revenue were false and misleading.

C. Digiliti Reports Materially Overstated Revenue for the Third Quarter
of 2016

44. On November 14, 2016, Digiliti filed with the SEC its quarterly report on

Form 10-Q for the quarter ended September 30, 2016, which included Digiliti’s quarterly

financial statements (hereinafter, the “2016 Third Quarter 10-Q”).  As a result of Mack

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and Blaney’s fraud, Digiliti’s quarterly financial statements improperly included

$370,250 in revenue from the October 21, 2016 Contract.

45. Digiliti’s financial statements materially overstated its revenue for the third

quarter by more than 19%.  As a result of overstating its revenue, Digiliti also materially

misstated other financial metrics, including gross profit, which was overstated by more

than 61%.

46. In the section of the 2016 Third Quarter 10-Q entitled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” Digiliti

stated:

We commence revenue recognition for fees earned on our SaaS fintech
solutions and services when all of the following criteria are met:

• there is persuasive evidence of an arrangement;

• the service has been or is being provided to the client;

• collection of the fees is reasonably assured; and

• the amount of fees to be paid by the client is fixed or determinable.

47. Contrary to these representations, the $370,250 in revenue recognized from

the October 21, 2016 Contract did not meet Digiliti’s stated criteria for revenue

recognition.

48. Furthermore, Digiliti’s recognition of the $370,250 in revenue was not in

accordance with generally accepted accounting principles (“GAAP”).  The recognition of

this revenue was contrary to GAAP because, among other things, the revenue was

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derived from a contract that was entered into after the quarter ended and the October

2016 Side Agreement allowed the October 21, 2016 Contract to be cancelled.

49. Mack signed the 2016 Third Quarter 10-Q.  Mack certified that he had

reviewed the quarterly report and “based on my knowledge, this report does not contain

any untrue statement of a material fact or omit to state a material fact necessary to make

the statements made, in light of the circumstances under which such statements were

made, not misleading with respect to the period covered by this report.”

50. Mack also certified that “based on my knowledge, the financial statements,

and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as

of, and for, the periods presented in this report.”

51. Mack further certified that he had “disclosed, based on our most recent

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material,

that involves management or other employees who have a significant role in [Digiliti’s]

internal control over financial reporting.”

52. Mack’s certification was materially false and misleading.  When he made

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into

the undisclosed October 2016 Side Agreement and that they had caused Digiliti’s

financial statements to include improperly recognized revenue from the October 21, 2016

Contract.

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53. On November 14, 2016, in connection with Digiliti’s outside auditor’s

review of the Company’s third quarter 2016 financial statements, Mack signed a

management representation letter that falsely stated, among other things, that Mack had

no knowledge of any fraud or suspected fraud and that there were no “side agreements or

other arrangements (either written or oral) that have not been disclosed to [the auditor].”

III. DIGILITI USES ITS FALSE FINANCIAL STATEMENTS TO RAISE
MONEY FROM INVESTORS

A. As Digiliti Prepares To Attempt Another Public Offering, It Falls

Short of Its Revenue Goal for the Fourth Quarter of 2016

54. From November 10, 2016 through January 2017, Digiliti raised more than

$7.7 million through private placements of convertible notes.  Digiliti sold the notes to

approximately 15 investors located in at least six states.  In selling the notes, Digiliti used

its third quarter 2016 financial statements which, as a result of Mack and Blaney’s fraud,

overstated revenue by more than 19%.  Of the $7.7 million total that Digiliti took in, $1.9

million was raised from two of Digiliti’s Directors, who were not informed of Mack and

Blaney’s misconduct.

55. As of November 29, 2016, Digiliti was approximately $900,000 short of its

revenue goal for the fourth quarter of 2016.

56. In December 2016, Mack hired new investment bankers to lead another

attempt at a public offering of Digiliti stock.  Mack was also pushing for Digiliti’s stock

to be listed on the Nasdaq.

57. On December 30, 2016, Mack sent an email to Blaney and others, stating

that he had told the investment bankers that Digiliti’s fourth quarter revenue would be in

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the $2.3 to $2.5 million range.  Mack also stated in the email that Blaney and the others

should “Dig down deep and do whatever you need to so we don’t disappoint.  It is also

year end which affects our ability to do a lot of things tied to year end numbers.”

58. On January 20, 2017, Digiliti filed a registration statement on Form S-1 for

a March 2017 public offering of its common stock (hereinafter, “March 2017 Public

Offering”).  Mack signed the S-1, which contained Digiliti’s preliminary prospectus for

the March 2017 Public Offering.  The registration statement included Digiliti’s financial

statements for the nine months ended September 30, 2016.  Those financial statements

improperly reported $370,250 in revenue from the October 21, 2016 Contract.

B. Mack and Blaney Secretly Cause Digiliti To Enter Into a Second Side
Agreement with Customer Number 1

59. On January 23, 2017, Mack and Blaney emailed each other.  Mack stated to

Blaney: “I thought you wanted me to talk with [Customer Number 1].”  Blaney

responded: “We do need to speak to [Customer Number 1]. . . . We will probably need to

do a similar deal to hit the Q4 number.  Working on figuring out what that is and

scheduling a call with him for tomorrow.”

60. On January 26, 2017, Blaney sent an email to a contact at Customer

Number 1.  In the email, Blaney (1) stated that Mack wanted to talk with the contact that

day; (2) proposed extending the cancellation date for the October 21, 2016 Contract to

April 30, 2017; (3) proposed $800,000 in potential new contracts that could be cancelled

by July 2017; and (4) proposed a $50,000 unconditional credit that Customer Number 1

could apply on May 15, 2017 against the outstanding Digiliti invoices of its choice.

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61. On January 30, 2017, Mack emailed Blaney stating that Customer Number

1 was ready to sign a new contract but wanted more specifics on the side terms proposed

in Blaney’s January 26, 2017 email.

62.  On January 30, 2017, Blaney emailed Mack and provided language to be

sent to Customer Number 1.  Later on January 30, 2017, Mack emailed Customer

Number 1 and copied Blaney.  Mack stated:

We would like you to move the cancellation of [the October 21, 2016
Contract] to April 30th.

You have the right to terminate [the two new contracts labeled Addendum
Number 10 and Addendum Number 11] which are attached in this email by
July 15, 2017 without any obligation to pay or without any penalty.
[Digiliti] agrees to provide an unconditional credit to [Customer Number 1]
for $50,000 on July 15th to the outstanding [Digiliti] invoices of [Customer
Number 1’s] choice.

63. The terms in Mack’s January 30, 2017 email are hereinafter referred to as

the “January 2017 Side Agreement.”

64. Later on January 30, 2017, Mack emailed Blaney stating:

I talked with [Customer Number 1] again.  He is ready to sign but wants the
e-mail to be more specific and point the credit to a specific project. He said
he was sending the stuff over to you and he would sign as soon as he got
that back from me.  I have to leave in 45 minutes for a dinner but, if you
can send me the exact wording in an e-mail, I can cut and paste it and get
back to him so he can send the amendments.  The auditors are asking for
the ledgers so we can [sic] put off until later tonight or they won’t get in.
Sorry to bother you but I don't know what else to do.

65. Even later that day, Customer Number 1’s general counsel emailed Blaney

and Mack requesting that certain side agreement terms offered by Blaney be included in

the new Addendum 10.

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66. Blaney replied by email and copied Mack.  Blaney stated:

Thank you for your email.  We have auditors arriving early tomorrow morning to
start the year end review.  We cannot put this in the amendment as they wouldn’t
let us take any revenue which is what this is about.  An email is a binding
agreement and you have the agreement via email from our CEO.

67. On January 31, 2017, Customer Number 1 emailed signed Addendum

Number 10 and Addendum Number 11 to Mack and Blaney.  Addendum Number 10 and

Addendum Number 11 are hereinafter collectively referred to as the “January 31, 2017

Contracts.”  The total price of the January 2017 Contracts was $870,000.  None of the

terms of the January 2017 Side Agreement were included in the January 2017 Contracts.

68. Mack signed the January 31, 2017 Contracts as CEO of Digiliti.

69. Blaney sent the January 31, 2017 Contracts, but not the January 2017 Side

Agreement, to Digiliti’s contracts manager and to the finance and accounting group.

70. Even though the January 31, 2017 Contracts were sent to Customer

Number 1 on January 30, 2017 and signed on January 31, 2017, Blaney dated the

contracts December 16, 2016.

71. Digiliti’s finance and accounting group, unaware of the January 2017 Side

Agreement, issued two invoices to Customer Number 1 backdated to December 31, 2016.

72. The January 2017 Side Agreement gave Customer Number 1, among other

things, the right to cancel the January 31, 2017 Contracts by July 15, 2017 without any

obligation to pay the corresponding invoices.

73. Mack and Blaney knew that because of the January 2017 Side Agreement

Digiliti could not recognize revenue from the January 2017 Contracts.

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74. Mack and Blaney did not disclose the January 2017 Side Agreement to

others at Digiliti, to Digiliti’s outside auditor, or to investors.

75. As a result of Mack’s and Blaney’s fraudulent conduct, for the fourth

quarter of 2016, Digiliti improperly recognized $796,000 in revenue from the January

2017 Contracts.  The recognition of the $796,000 was not in accordance with GAAP

because, among other things, the revenue was derived from contracts that were entered

into after the quarter ended and the January 2017 Side Agreement allowed the January

31, 2017 Contracts to be cancelled.

C. Blaney Arranges for a False Audit Confirmation To Be Sent to
Digiliti’s Auditor

76. In early February 2017, Customer Number 1 was sent an audit confirmation

letter asking it to confirm to Digiliti’s auditor that the balances indicated in several

specified invoices were due as of December 31, 2016.  Some of the invoices were for the

contracts that were subject to Customer Number 1’s right to cancel, and some of the

invoices were for work that was not yet complete.

77. Customer Number 1 contacted Blaney about the confirmation.  On

February 9, 2017, Blaney responded by email:

Per our agreement with [you], pls sign the confirmation that this is correct and
without special conditions and send it back to the auditors.  Our agreement allows
you to cancel these orders and we will reconcile before any obligation is due.

78. Customer Number 1 signed the audit confirmation and sent it to Digiliti’s

auditor.

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D. Digiliti Reports Materially Overstated Revenue in Its Financial
Statements for the Year Ended December 31, 2016

79. On February 24, 2017, Digiliti filed with the SEC its annual report for the

year 2016 on Form 10-K (hereinafter, the “2016 Form 10-K”).

80. As a result of Mack and Blaney’s fraudulent conduct, Digiliti’s 2016 Form

10-K contained materially false financial statements that improperly recognized

$1,166,250 in revenue from three Customer Number 1 contracts that were subject to Side

Agreements, namely the October 2016 Contract ($370,250 in revenue) and the January

31, 2017 Contracts ($796,000 in revenue).

81. These financial statements materially overstated Digiliti’s revenue by more

than 17% for 2016.  As a result of overstating its revenue, Digiliti also misstated other

financial metrics including, for example, gross profit for 2016, which was overstated by

more than 93%.

82. In the Section of the 2016 Form 10-K entitled “Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” Digiliti

stated:

We commence revenue recognition for fees earned on our SaaS fintech solutions
and services when all of the following criteria are met:

• there is persuasive evidence of an arrangement;

• the service has been or is being provided to the client;

• collection of the fees is reasonably assured; and

• the amount of fees to be paid by the client is fixed or determinable.

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83. Contrary to these representations, the $370,250 in revenue recognized from

the October 21, 2016 Contract and the $796,000 in revenue recognized from the January

2017 Contracts did not meet Digiliti’s stated criteria for revenue recognition.

84. Mack signed the 2016 Form 10-K.  Mack certified that he had reviewed the

annual report and “[b]ased on my knowledge, this report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report.”

85. Mack also certified that “based on my knowledge, the financial statements,

and other financial information included in this report, fairly present in all material

respects the financial condition, results of operations and cash flows of the registrant as

of, and for, the periods presented in this report.”

86. Mack further certified that he had “disclosed, based on our most recent

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material,

that involves management or other employees who have a significant role in [Digiliti’s]

internal control over financial reporting.”

87. Mack’s certification was materially false and misleading.  When he made

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into

the October 2016 Side Agreement and the January 2017 Side Agreement, and that they

had caused Digiliti’s financial statements to include improperly recognized revenue from

the October 21, 2016 Contract and the January 2017 Contracts.

88. Moreover, on February 24, 2017, in connection with the audit of Digiliti’s

2016 annual financial statements, Mack signed a management representation letter to

Digiliti’s outside auditor.  In his letter, Mack falsely stated, among other things, that he

had no knowledge of any fraud or suspected fraud and that there were no “side

agreements or other arrangements (either written or oral) that have not been disclosed to

[the auditor].”

E. Digiliti Uses Its False Financial Statements To Sell Stock In Its March
2017 Public Offering

89. From February 27, 2017 through March 10, 2017, Digiliti filed four

amendments to its Form S-1 registration statement for the March 2017 Public Offering.

Each of those four amendments incorporated the materially overstated revenue from

Digiliti’s financial statements for the year ended December 31, 2016.  Mack signed the

original registration statement and each of the four amendments.

90. Mack helped promote the March 2017 Public Offering by participating in

presentations to potential investors.

91. On March 10, 2017, Digiliti completed the March 2017 Public Offering.

Through that offering, Digiliti raised $10.5 million from the sale of its common stock to

investors.  At the same time, the listing of Digiliti’s stock on the Nasdaq was completed,

and Digiliti’s stock began trading on that exchange.  All of the trading of Digiliti’s stock

on the Nasdaq occurred while the Company’s publicly available financial statements

included materially overstated revenue.

22

IV. MACK AND BLANEY CONTINUE THEIR FRAUDULENT SCHEME
THROUGH THE FIRST QUARTER OF 2017

A. Blaney Avoids Disclosure By Convincing Customer Number 1 to

Postpone Cancellation of Its Contracts

92. On April 10, 2017, Customer Number 1’s bookkeeper sent Blaney a

cancellation notice for the October 21, 2016 Contract.  On April 12, 2017, Blaney replied

by email, stating that he had talked to his contact at Customer Number 1 and to Mack,

and asking that Customer Number 1 “postpone the cancellation of [the October 21, 2016

Contract] until June 15th, 2017, with the understanding that no fees or payment is due on

[the October 21, 2016 Contract] with this extension.”

93. On April 20, 2017, a contact at Customer Number 1 emailed Blaney noting

that they had again received several invoices, some of which were for contracts that

would be cancelled in June and July 2017, and asking “[s]hould I let [individual in

Digiliti’s finance and accounting group] know about our intentions to cancel [the October

21, 2016 Contract and January 31, 2017 Contracts]?”  On that same date, Blaney

responded to the contact at Customer Number 1 stating:

Please proceed as follows:

Acknowledge the amendments, but do not tell [individual in Digiliti’s
finance and accounting group] they will be cancelled and let [individual in
Digiliti’s finance and accounting group] know that you will pay the
standard open invoices for the monthly transactions.

I am going to have our CFO meet with them at the end of May to explain
the cancellations.

23

B. Mack and Blaney Cause Digiliti To Enter Into Third Secret Side
Agreement with Customer Number 1

94. On that same day, April 20, 2017, Blaney emailed Mack stating that Digiliti

was $800,000 short of its revenue goal for the first quarter of 2017, which ended on

March 31, 2017.  Blaney added :

If we put together an amendment for [Customer Number 1] to recognize
$800K of revenue, the order would have to be roughly $1M as it is not all
recognizable.  [Customer Number 1] has three other amendments on the
books that they have not paid for as they will be cancelling these per our
agreement.

95. On April 24, 2017, Mack emailed Customer Number 1 a new contract.  The

email provided several terms that were not in the contract including that the contract

could be cancelled by July 15, 2017 without penalty or obligation.  On April 25, 2017,

Customer Number 1 replied to Mack: “We very much appreciate our relationship with

[Digiliti].  At this time we would like to politely decline going forward with additional

work orders.  Thank you for your kind consideration.”

96. On April 25, 2017, Mack forwarded the email from Customer Number 1 to

Blaney stating, “Hope you can perform your magic here like I did for the uplisting.  Not

sure what else to say.”  A few minutes later on April 25, 2017, Mack again emailed

Blaney stating, “This is one of the times you need to do whatever it takes and don't give

yourself an out.”

97. Later on April 25, 2017, Blaney sent Mack an email containing some terms

for a new side agreement for Mack to send Customer Number 1.

24

98. On April 25, 2017, Mack sent Customer Number 1 another email with

several terms that were not included in the new contract that was attached to the April 24,

2017 email.  In his April 25 email, Mack proposed that Digiliti would give Customer

Number 1 15,000 shares of Digiliti stock and the right to cancel the contract by July 15,

2017 without penalty or obligation.

99. On April 26, 2017, Mack called Customer Number 1 and then sent an email

agreeing “to increase the number of shares of common stock to 25,000 assuming an

average price of $4 per share which is slightly lower than what the average has been since

our recent Uplisting.”  The terms included in Mack’s April 25, 2017 email, as updated in

his April 26, 2017 email, are hereinafter referred to as the “April 2017 Side Agreement.”

100. Later on April 26, 2017, Customer Number 1 forwarded Mack’s April 25

and April 26 emails to Blaney, stating “FYI – I would like a clean copy, as an attachment,

please include all of the terms and conditions.”

101. On April 26, 2017, Customer Number 1 returned the executed new

contract, with a price of $550,000 (hereinafter, the “April 26, 2017 Contract”).

102. Even though the April 26, 2017 Contract was sent to Customer Number 1

on April 24, 2017 and signed on April 26, 2017, Blaney dated the contract March 23,

2017, before the end of the previous quarter.

103. Blaney sent the April 26, 2017 Contract, but not the April 2017 Side

Agreement, to Digiliti’s contracts manager to obtain Mack’s signature.

25

104. Digiliti’s finance and accounting group, unaware of the April 2017 Side

Agreement, issued Customer Number 1 one invoice dated March 1, 2017 and eight

invoices dated March 31, 2017.

105. Mack and Blaney did not disclose the April 2017 Side Agreement to others

at Digiliti, to Digiliti’s outside auditor, or to investors.

106. Mack and Blaney knew that because of the April 2017 Side Agreement,

Digiliti could not recognize revenue from the April 26, 2017 Contract.

C. Mack and Blaney Receive Discretionary Bonuses

107. As a result of Mack’s and Blaney’s fraudulent conduct, Digiliti improperly

recognized $490,000 in revenue from the April 26, 2017 Contract for the first quarter of

2017.

108. On May 2, 2017, Digiliti filed a Form 8-K, which disclosed, among other

things, that on April 26, 2017, in recognition of Mack’s and Blaney’s work regarding the

public offering “at a public offering price of $4.50 per share in March 2017,” the

“uplisting on the Nasdaq,” and Digiliti’s “positive sales performance,” the Board had

approved discretionary bonuses of $60,000 for Mack and $30,000 for Blaney.

D. Mack Makes False Statements in a Press Release Regarding the
Company’s First Quarter 2017 Financial Results

109. On May 11, 2017, Digiliti issued a press release announcing its first quarter

2017 results.  In the press release Digiliti stated, “Revenue in the first quarter of 2017

increased 73% to a record $2.5 million from $1.5 million in the first quarter of 2016.”

Mack stated in the press release, “Perhaps no other quarter in our history has been more

26

pivotal and instrumental to our long-term success than Q1 2017.”  Mack also stated, “We

successfully raised $9.3 million and uplisted to the NASDAQ Capital Market [ ]” and

“rebranded the company.”  In the press release Mack further stated, “While the headline

for the quarter is arguably the achievement of these three important milestones, Q1 also

represented a period of both strong financial results and operational progress.  Our

revenue increased 73% for the quarter to a record $2.5 million, driven by record

transactions and robust professional services revenue.”  Mack’s statements in the press

release regarding Digiliti’s quarterly revenues were false and misleading.

110. Mack approved Digiliti’s May 11, 2017 press release before it was issued.

E. Digiliti Reports Materially Overstated Revenue in Its First Quarter
2017 Financial Statements

111. On May 15, 2017, Digiliti filed with the SEC its quarterly report on Form

10-Q for the quarter ended March 31, 2017 (hereinafter, the “2017 First Quarter 10-Q”).

The financial statements contained in that quarterly report overstated Digiliti’s revenue

by $490,000, or more than 24%.  As a result of overstating its revenue, Digiliti also

misstated other financial metrics.  For example, gross profit for the First Quarter of 2017

was overstated by more than 141%.

112. The 2017 First Quarter 10-Q represented that “a discussion of our critical

accounting policies was provided in Item 7 to the Consolidated Financial Statements

included” in the Company’s annual report on Form 10-K for the year ended December

31, 2016.  The quarterly report stated further that there had been no significant changes to

27

Digiliti’s accounting policies during the first quarter of 2017.  Item 7 in the 2016 Form

10-K stated:

We commence revenue recognition for fees earned on our SaaS fintech solutions
and services when all of the following criteria are met:

• there is persuasive evidence of an arrangement;

• the service has been or is being provided to the client;

• collection of the fees is reasonably assured; and

• the amount of fees to be paid by the client is fixed or determinable.

113. Contrary to these representations, the $490,000 in revenue recognized from

the April 26, 2017 Contract did not meet Digiliti’s criteria for revenue recognition.

114. Furthermore, Digiliti’s recognition of the $490,000 in revenue was not in

accordance with GAAP because, among other things, the revenue was derived from a

contract that was entered into after the quarter ended and the April 2017 Side Agreement

allowed the April 26, 2016 Contract to be cancelled.

115. In addition, the stock promised to Customer Number 1 in the April 2017

Side Agreement was consideration given to a customer under GAAP.  The stock

consideration was not recorded as an expense at the stock’s fair value when the related

revenue was recognized on Digiliti’s income statement.

116. Mack signed the 10-Q for First Quarter of 2017.  Mack certified that he had

reviewed the Form 10-Q and “[b]ased on my knowledge, this report does not contain any

untrue statement of a material fact or omit to state a material fact necessary to make the

28

statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report.”

117. Mack also certified that “[b]ased on my knowledge, the financial

statements, and other financial information included in this report, fairly present in all

material respects the financial condition, results of operations and cash flows of the

registrant as of, and for, the periods presented in this report.”

118. Mack further certified that he had “disclosed, based on our most recent

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material,

that involves management or other employees who have a significant role in [Digiliti’s]

internal control over financial reporting.”

119. Mack’s certification was materially false and misleading.  When he made

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into

the undisclosed April 2017 Side Agreement, and that they had caused Digiliti’s financial

statements to include improperly recognized revenue from the April 26, 2017 Contract.

120. Moreover, on May 15, 2017, in connection with the auditor’s review of

Digiliti’s first quarter 2017 financial statements, Mack signed a management

representation letter that falsely stated, among other things, that Mack had no knowledge

of any fraud or suspected fraud and that there were no “side agreements or other

arrangements (either written or oral) that have not been disclosed to [the auditor].”

29

V. CUSTOMER NUMBER 1 CANCELS THE CONTRACT, AND MACK AND
BLANEY’S SCHEME IS DISCOVERED

A. Customer Number 1 Cancels the Four Contracts

121. In July 2017, Customer Number 1 cancelled the October 21, 2016 Contract,

the January 2017 Contracts, and the April 26, 2017 Contract.  As a result, Digiliti was

forced to write off more than $1.8 million in accounts receivable attributable to the

cancelled contracts.

122. On August 1, 2017, Digiliti’s Board of Directors sent Mack a Notice of

Termination of Employment for Cause.

123. On August 10, 2017, Blaney was terminated as Digiliti’s Executive Vice

President of Sales.  Before leaving, Blaney forwarded a number of work emails to his

personal email account.  Some of the emails related to the Side Agreements.  An ensuing

investigation discovered those emails and the Side Agreements.

124. On August 14, 2017, Digiliti filed a Form 8-K informing the public that its

financial statements should no longer be relied upon.

125. On August 15, 2017, Digiliti’s auditor resigned.

126. After Mack’s and Blaney’s fraudulent scheme was discovered, Digiliti was

unable to raise sufficient capital and eventually ceased operations.

COUNT I

Violations of Section 17(a)(1) of the Securities Act
(Defendants Mack and Blaney)

127. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

30

128. By engaging in the conduct described above, Defendants Mack and Blaney,

in the offer and sale of securities, by the use of the means or instruments of transportation

or communication in interstate commerce or by use of the mails, directly or indirectly,

have employed devices, schemes, and artifices to defraud.

129. Defendants Mack and Blaney, acted with scienter in that they knowingly or

recklessly engaged in the fraudulent conduct described above.

130. By reason of the foregoing, Defendants Mack and Blaney violated Section

17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].

COUNT II

Violations of Section 17(a)(2) of the Securities Act
(Defendants Mack and Blaney)

131. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

132. By engaging in the conduct described above, Defendants Mack and Blaney,

in the offer and sale of securities, by the use of means or instruments of transportation or

communication in interstate commerce or by use of the mails, directly or indirectly, have

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

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

of the circumstances under which they were made, not misleading.

133. By reason of the foregoing, Defendants Mack and Blaney violated Section

17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

31

COUNT III

Violations of Section 17(a)(3) of the Securities Act
(Defendants Mack and Blaney)

134. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

135. By engaging in the conduct described above, Defendants Mack and Blaney,

in the offer and sale of securities, by the use of means or instruments of transportation or

communication in interstate commerce or by use of the mails, directly or indirectly, have

engaged in transactions, practices, and courses of business which operated or would

operate as a fraud or deceit upon the purchasers of such securities.

136. By reason of the foregoing, Defendants Mack and Blaney violated Section

17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].

COUNT IV

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

(Defendants Mack and Blaney)

137. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

138. By engaging in the conduct described above, Defendants Mack and Blaney,

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

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

securities exchange, directly or indirectly employed devices, schemes, and artifices to

defraud, and engaged in acts, practices, and courses of business which operated or would

32

operate as a fraud or deceit upon any person.

139. Defendants Mack and Blaney acted with scienter in that they knowingly or

recklessly engaged in the fraudulent conduct described above.

140. By reason of the foregoing, Defendants Mack and Blaney violated Section

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

[17 C.F.R. 240.10b-5(a) and (c)].

COUNT V

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

(Defendant Mack)

141. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

142. By engaging in the conduct described above, Defendant Mack, in

connection with the purchase or sale of any security, by the use of any means or

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

securities exchange, directly or indirectly, made untrue statements of material facts and

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

the circumstances under which they were made, not misleading.

143.  Defendant Mack acted with scienter in that he knowingly or recklessly

engaged in the fraudulent conduct described above.

144. By reason of the foregoing, Defendant Mack violated Section 10(b) of the

Exchange Act [15 U.S.C. §78j(b)] and Exchange Act Rule 10b-5(b) [17 C.F.R. 240.10b-

5(b)].

33

COUNT VI

Violations of Section 13(b)(5) of the Exchange Act
(Defendants Mack and Blaney)

145. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

146. By engaging in the conduct described above, Defendants Mack and Blaney,

knowingly circumvented a system of internal accounting controls and knowingly falsified

Digiliti’s books, records, and accounts.

147. By reason of the foregoing, Defendants Mack and Blaney violated Section

13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)].

COUNT VII

Violations of Exchange Act Rule 13b2-1
(Defendants Mack and Blaney)

148. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

149. By engaging in the conduct described above, Defendants Mack and Blaney,

directly or indirectly, falsified and caused to be falsified Digiliti’s books, records, and

accounts.

150. By reason of the foregoing, Defendants Mack and Blaney violated

Exchange Act Rule 13b2-1 [17 C.F.R. 240.13b2-1].

34

COUNT VIII

Violations of Exchange Act Rule 13b2-2
(Defendant Mack)

151. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

152. By engaging in the conduct described above, Defendant Mack, directly or

indirectly, made or caused to be made materially false and misleading statements, and

omitted to state, or caused another person to omit to state, material facts necessary in

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

statements were made, not misleading, to accountants in connection with an audit and

review of Digiliti’s financial statements and in the preparation and filing of Digiliti’s

documents and reports required to be filed with the SEC.

153. By reason of the foregoing, Defendant Mack violated Exchange Act Rule

13b2-2 [17 C.F.R. 240.13b2-2].

COUNT IX

Violations of Exchange Act Rule 13a-14
(Defendant Mack)

154. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

155. During the relevant period, Digiliti filed reports pursuant Section 13(a) of

the Exchange Act.

156. As CEO of Digiliti, Mack signed certifications in Digiliti’s quarterly and

annual reports that were filed with the SEC from November 2016 through May 2017.

35

157. Mack certified that he had reviewed these reports and that, based on his

knowledge, the reports did not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances

under which such statements were made, not misleading; and that based on his

knowledge, the financial statements and other financial information included in the

reports, fairly presented in all material respects the financial condition, results of

operations, and cash flows of Digiliti for the periods presented on the reports.

158. These certifications were materially false and misleading as detailed

herein.

159. By reason of the foregoing, Defendant Mack violated Exchange Act Rule

13a-14 [17 C.F.R. 240.13a-14].

COUNT X

Aiding and Abetting Digiliti’s
Violations of Section 17(a)(1) of the Securities Act

(Defendants Mack and Blaney)

160. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

161. By engaging in the conduct described above, Digiliti, in the offer and sale

of securities, by the use of means or instruments of transportation or communication in

interstate commerce or by use of the mails, directly or indirectly, employed devices,

schemes, and artifices to defraud.

162. Digiliti acted with scienter in that it knowingly or recklessly engaged in the

fraudulent conduct described above.

36

163. As described, Digiliti violated Section 17(a)(1) of the Securities Act.

164. Defendants Mack and Blaney knowingly or recklessly provided substantial

assistance to Digiliti’s violations of 17(a)(1) of the Securities Act.

165. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

violations of 17(a)(1) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as

Digiliti for its violations of Section 17(a)(1) of the Securities Act.

166. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

violations of 17(a)(1) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as

Digiliti for its violations of Section 17(a)(1) of the Securities Act.

COUNT XI

Aiding and Abetting Digiliti’s
Violations of Section 17(a)(2) of the Securities Act

(Defendants Mack and Blaney)

167. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

168. By engaging in the conduct described above, Digiliti, in the offer and sale

of securities, by the use of means or instruments of transportation or communication in

interstate commerce or by use of the mails, directly or indirectly, obtained money or

property by means of untrue statements of material facts and omissions to state material

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

which they were made, not misleading.

37

169. As described, Digiliti violated Section 17(a)(2) of the Securities Act.

170. Defendants Mack and Blaney knowingly or recklessly provided substantial

assistance to Digiliti’s violations of 17(a)(2) of the Securities Act.

171. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

violations of 17(a)(2) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as

Digiliti for its violations of Section 17(a)(2) of the Securities Act.

172. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

violations of 17(a)(2) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as

Digiliti for its violations of Section 17(a)(2) of the Securities Act.

COUNT XII

Aiding and Abetting Digiliti’s
Violations of Section 17(a)(3) of the Securities Act

(Defendants Mack and Blaney)

173. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

174. By engaging in the conduct described above, Digiliti, in the offer and or

sale of securities, by the use of means or instruments of transportation or communication

in interstate commerce or by use of the mails, directly or indirectly, engaged in

transactions, practices, and courses of business which operated or would operate as a

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

175. As described, Digiliti violated Section 17(a)(3) of the Securities Act.

38

176. Defendants Mack and Blaney knowingly or recklessly provided substantial

assistance to Digiliti’s violations of 17(a)(3) of the Securities Act.

177. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

violations of 17(a)(3) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as

Digiliti for its violations of Section 17(a)(3) of the Securities Act.

178. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

violations of 17(a)(3) of the Securities Act, and pursuant to Section 15(b) of the

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as

Digiliti for its violations of Section 17(a)(3) of the Securities Act.

COUNT XIII

Aiding and Abetting Digiliti’s
Violations of Section 10(b) and Rule 10b-5 of the Exchange Act

(Defendants Mack and Blaney)

179. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

180. By engaging in the conduct described above, Digiliti in connection with the

purchase or sale of securities, by the use of  means or instrumentalities of interstate

commerce, or by the use of the mails, or of any facility of a national securities exchange,

directly or indirectly; employed devices, schemes, and artifices to defraud; made untrue

statements of material facts and omitted to state material facts necessary in order to make

the statements made, in light of the circumstances under which they were made, not

misleading; and engaged in acts, practices, and courses of business which operated or

39

would operate as a fraud or deceit upon any person.

181. Digiliti acted with scienter in that it knowingly or recklessly engaged in the

fraudulent conduct described above.

182. As described, Digiliti violated Section 10(b) of the Exchange Act and Rule

10b-5.

183. Defendants Mack and Blaney knowingly or recklessly provided substantial

assistance to Digiliti’s violations of Section 10(b) of the Exchange Act and Exchange Act

Rule 10b-5.

184. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

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

pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Mack is

liable to the same extent as Digiliti for its violations of Section 10(b) of the Exchange Act

and Exchange Act Rule 10b-5.

185. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

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

pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Blaney is

liable to the same extent as Digiliti for its violations of Section 10(b) of the Exchange Act

and Exchange Act Rule 10b-5.

40

COUNT XIV

Aiding and Abetting Digiliti’s
Violations of Section 13(a) of the Exchange Act and
Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13

(Defendants Mack and Blaney)

186. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

187. As described above, Digiliti’s filings with the SEC, including its reports

filed on Form 8-K, Form 10-Q and Form 10-K, incorporated inaccurate and misleading

financial information concerning Digiliti’s business operations, revenue, and gross profit.

188. By engaging in the conduct described, Digiliti violated Section 13(a) of the

Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and 13a-13, which

obligates issuers of securities registered pursuant to Section 12 of the Exchange Act [15

U.S.C. § 78l] to file with the SEC periodic reports that are accurate and not misleading.

189. By engaging in the conduct described, Defendants Mack and Blaney

knowingly or recklessly provided substantial assistance to Digiliti’s filing of false and

misleading reports with the SEC.

190. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1,

13a-11, and 13a-13, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. §

78t(e)], Defendant Mack is liable to the same extent as Digiliti for its violations of

Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and

13a-13.

191. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1,

13a-11, and 13a-13, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. §

78t(e)], Defendant Blaney is liable to the same extent as Digiliti for its violations of

Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and

13a-13.

COUNT XV

Aiding and Abetting Digiliti’s
Violations of Section 13(b)(2)(A) of the Exchange Act

(Defendants Mack and Blaney)

192. The SEC realleges and incorporates by reference paragraphs 1 through 126

as though fully set forth herein.

193. As described, Digiliti failed to make and keep books, records, and

accounts, which, in reasonable detail, accurately and fairly reflected the transactions

and dispositions of the assets of Digiliti.

194. By engaging in the conduct described, Digiliti violated Section 13(b)(2)(A)

of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].

195. Defendants Mack and Blaney knowingly or recklessly provided substantial

assistance to Digiliti’s failure to make and keep books, records, and accounts, which, in

reasonable detail, accurately and fairly reflected the transactions and dispositions of the

assets of Digiliti.

196. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s

violations of Section 13(b)(2)(A) of the Exchange Act, and pursuant to Section 20(e) of

42

the Exchange Act [15 U.S.C. § 78t(e)], Defendant Mack is liable to the same extent as

Digiliti for its violations of Section 13(b)(2)(A) of the Exchange Act.

197. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s

violations of Section 13(b)(2)(A) of the Exchange Act, and pursuant to Section 20(e) of

the Exchange Act [15 U.S.C. § 78t(e)], Defendant Blaney is liable to the same extent as

Digiliti for its violations of Section 13(b)(2)(A) of the Exchange Act.

RELIEF REQUESTED

 WHEREFORE, the SEC respectfully requests that this Court:

I.

 Issue findings of fact and conclusions of law that Defendants Mack and Blaney

committed the violations charged and alleged herein.

II.

 Enter an Order of Permanent Injunction restraining and enjoining Defendant Mack

from, directly or indirectly, engaging in the transactions, acts, practices or courses of

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

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange

Act [15 U.S.C. §78j(b)], Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)],

and Exchange Act Rules 10b-5 [17 C.F.R. 240.10b-5], 13a-14 [17 C.F.R. 240.13a-14],

13b2-1 [17 C.F.R. 240.13b2-1] and 13b2-2 [17 C.F.R. 240.13b2-1]; and from aiding and

abetting violations of Section 17(a) of the Securities, Section 10(b) of the Exchange Act,

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)], Section 13(b)(2)(A) of the

Exchange Act [15 U.S.C. § 78m(b)(2)(a)], and Exchange Act Rules 10b-5, 12b-20 [17

43

C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and

13a-13 [17 C.F.R. 240.13a-13].

 Enter an Order of Permanent Injunction restraining and enjoining Defendant

Blaney from, directly or indirectly, engaging in the transactions, acts, practices or courses

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

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange

Act [15 U.S.C. §78j(b)], Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)],

and Exchange Act Rules 10b-5(a) and (c) [17 C.F.R. 240.10b-5(a) and (c)] and 13b2-1

[17 C.F.R. 240.13b2-1]; and from aiding and abetting violations of Section 17(a) of the

Securities, Section 10(b) of the Exchange Act, Section 13(a) of the Exchange Act [15

U.S.C. § 78m(a)], and Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §

78m(b)(2)(A)], and Exchange Act Rules 10b-5, 12b-20 [17 C.F.R. 240.12b-20], 13a-1

[17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13 [17 C.F.R. 240.13a-

13].

III.

 Enter an Order requiring Defendants Mack and Blaney to disgorge their ill-gotten

gains received as a result of the violations alleged in this Complaint, including

prejudgment interest.

IV.

With regard to Defendants Mack’s and Blaney’s violative acts, practices and

courses of business set forth herein, issue an Order imposing upon Defendants Mack and

Blaney appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15

44

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

V.

 Enter an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)]

and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] barring and prohibiting

Defendants Mack and Blaney from acting as officers or directors of any issuer that has a

class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. §

78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15

U.S.C. § 78o(d)].

VI.

 Retain jurisdiction of this action in accordance with the principals of equity and

the Federal Rules of Civil Procedure in order to implement and carry out the terms of all

orders and decrees that may be entered or to entertain any suitable application or motion

for additional relief within the jurisdiction of this Court.

VII.

 Grant such other relief as this Court deems appropriate.

45

JURY DEMAND

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission

hereby requests a trial by jury.

Dated: April 3, 2019

      UNITED STATES SECURITIES
       AND EXCHANGE COMMISSION

            By: /s/John E. Birkenheier

John E. Birkenheier ([email protected])
Doressia L. Hutton ([email protected])

  Kristopher S. Heston ([email protected])
      175 West Jackson Boulevard, Suite 1450
      Chicago, IL 60604-2615
      (312) 353-7390
      (312) 353-7398 (fax)

Attorneys for Plaintiff the United States
Securities and Exchange Commission

 ERICA H. MacDONALD

United States Attorney

BY:  CRAIG R. BAUNE
Assistant U.S. Attorney
Attorney ID No. 331727
600 United States Courthouse
300 South Fourth Street
Minneapolis, MN 55415
Phone:  612-664-5600
[email protected]

Local Counsel

1 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF MINNESOTA 

 
_____________________________________ 
        ) 
       )  
UNITED STATES SECURITIES   )  
AND EXCHANGE COMMISSION,  ) Case No. 19-cv-918 
       ) 
  Plaintiff,    ) Judge: 
       ) 

v.   ) Magistrate Judge: 
   )  

JEFFREY C. MACK     ) 
       ) JURY TRIAL 
 and      ) DEMANDED 
       ) 
LAWRENCE C. BLANEY,   ) 
       ) 
  Defendants.    )  

) 
_______________________________________  ) 
 

COMPLAINT 

Plaintiff, the United States Securities and Exchange Commission (hereinafter, the 

“SEC”), alleges as follows: 

INTRODUCTION 

1. Between September 2016 and July 2017, two senior officers of a publicly-

traded company engaged in a fraudulent scheme that cost investors over $18 million.  

The company was losing money and needed to raise capital to stay in business.  The two 

officers responded by causing the company to materially inflate its revenue so the 

company could use the overstated revenue figures to attract investors.  Using financial 

statements that contained the phony revenue figures, the company fraudulently raised 

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over $18 million through the sale of convertible notes in private placements and stock in 

a public offering.      

2. The two senior officers who carried out this fraudulent scheme were 

defendants Jeffrey C. Mack (hereinafter, “Mack”) and Lawrence C. Blaney (hereinafter, 

“Blaney”).   The publicly-traded company was Digiliti Money Group, Inc. (hereinafter, 

“Digiliti” or “the Company”).  When they committed their fraud, Mack was the Chief 

Executive Officer, President, and Chairman of Digiliti, and Blaney was Digiliti’s 

Executive Vice President of Sales.   

3. Mack and Blaney caused Digiliti to surreptitiously enter into side 

agreements with its largest customer (hereinafter, “Side Agreements”).  The Side 

Agreements gave the customer (hereinafter, “Customer Number 1”) the right to cancel 

four contracts without payment within specified time periods.     

4. Mack and Blaney then caused Digiliti to improperly recognize $1.65 

million of revenue from the four contracts, even though Customer Number 1 could cancel 

the contracts without paying Digiliti any money.  From November 2016 through May 

2017, Digiliti’s filings with the SEC included financial statements that illegally reported 

the revenue from the four contracts.  Specifically, in its Form 10-Q for the third quarter of 

2016, Digiliti overstated its revenue by more than 19%; in its Form 10-K for the year 

ended December 31, 2016, Digiliti overstated its revenue by more than 17%; and in its 

Form 10-Q for the first quarter of 2017, Digiliti overstated its revenue by more than 24%.  

Mack signed each of these filings and falsely certified that the filings were not false or 

misleading.   

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5. Throughout their fraudulent scheme, Mack and Blaney concealed the Side 

Agreements from Digiliti’s in-house finance and accounting group, Digiliti’s Board of 

Directors, and its outside auditor.  Mack also made false statements to Digiliti’s auditor in 

three management representation letters which he signed in connection with the auditor’s 

review of Digiliti’s financial statements for the third quarter of 2016, its audit of Digiliti’s 

year-end financial statements for 2016, and its review of Digiliti’s financial statements 

for the first quarter of 2017. 

6. Using financial statements reflecting the fraudulently overstated revenue, 

Digiliti raised at least $7.7 million in a series of private placements from November 10, 

2016 through January 2017.  Digiliti also used the false financial statements to raise 

approximately $10.5 million in a public offering of Digiliti common stock that closed on 

March 10, 2017. 

7. The fraudulent scheme came to light only after Mack and Blaney were 

terminated and emails about the Side Agreements were discovered. 

8. By engaging in the conduct alleged in this Complaint, Mack violated 

Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 

78j(b)]; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]; and Exchange 

Act Rules 10b-5 [17 C.F.R. 240.10b-5], 13a-14 [17 C.F.R. 240.13a-14], 13b2-1 [17 

C.F.R. 240.13b2-1], and 13b2-2 [17 C.F.R. 240.13b2-2].  Digiliti also violated Section 

17(a) of the Securities Act (15 U.S.C. § 77q(a)]; Sections 10(b) [15 U.S.C. § 78j(b)], 

13(a) [15 U.S.C. § 78m(a)], and 13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)] of the Exchange 

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Act; and Exchange Act Rules 10b-5 [17 C.F.R. 240.10b-5], 12b-20 [17 C.F.R. 240.12b-

20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13 [17 C.F.R. 

240.13a-13] but is not a defendant.  Pursuant to Section 15(b) of the Securities Act [15 

U.S.C. § 77o(b)] and Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Mack is 

liable to the same extent as Digiliti for aiding and abetting Digiliti’s listed violations. 

9. By engaging in the conduct alleged in this Complaint, Blaney violated 

17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)]; Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]; and 

Exchange Act Rules 10b-5(a) and (c) [17 C.F.R. 240.10b-5(a) and (c)], and 13b2-1 [17 

C.F.R. 240.13b2-1].  Digiliti also violated Sections 17(a) of the Securities Act [15 U.S.C. 

§ 77q(a)]; Sections 10(b) [15 U.S.C. § 78j(b)], 13(a) [15 U.S.C. § 78m(a)], and 

13(b)(2)(A) [15 U.S.C. § 78m(b)(2)(A)] of the Exchange Act; and Exchange Act Rules 

10b-5 [17 C.F.R. 240.10b-5], 12b-20 [17 C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-

1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13  [17 C.F.R. 240.13a-13] but is not a 

defendant.  Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and 

Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Blaney is liable to the same 

extent as Digiliti for aiding and abetting Digiliti’s violations referred to in paragraph 8 

above.     

JURISDICTION AND VENUE 

10. The SEC brings this action pursuant to Section 20(b) of the Securities Act 

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

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Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act [15 

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

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

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

Defendant Mack resided in this District during the relevant period; Digiliti’s headquarters 

was in this District; and acts, practices, and courses of business constituting the violations 

alleged in this Complaint have occurred within this District and elsewhere.   

12. Mack and Blaney, directly or indirectly, made use of means or instruments 

of transportation or communication in interstate commerce, or of the mails, or of any 

facility of a national securities exchange in connection with the acts, practices, and  

courses of business alleged in this Complaint.   

13. There is a reasonable likelihood that defendants will, unless enjoined, 

continue to engage in the transactions, acts, practices, and courses of business set forth in 

this Complaint, and transactions, acts, practices and courses of business of similar purport 

and object. 

DEFENDANTS 

14. Jeffrey C. Mack.  Mack was Digiliti’s CEO, President, and Chairman of 

the Board of Directors from its formation until his termination in August 2017.  From at 

least November 2016 to May 2017, Mack resided in Eden Prairie, Minnesota.  Mack is 

currently CEO of a privately-held company.  Mack is 65 years old and now resides in 

Carrollton, Texas.     

15. Lawrence C. Blaney.  Blaney was Digiliti’s Executive Vice President of 

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Sales during the relevant period.  Blaney is 61 years old and resides in Sugar Grove, 

Illinois.  While working at Digiliti, Blaney often traveled to Minneapolis, Minnesota 

from Illinois.    

RELEVANT ENTITY 

16. Digiliti Money Group, Inc.  Digiliti is a Delaware corporation that had its 

principal place of business in Minneapolis, Minnesota.  Digiliti is not currently operating.  

Digiliti was formerly known as Cachet Financial Solutions, Inc.  In March 2017, the 

Company’s name was changed to Digiliti.  Digiliti’s common stock is registered with the 

SEC pursuant to Section 12(g) of the Exchange Act [15 U.S.C. § 78l(g)].  Digiliti is 

required to file reports with the SEC pursuant to Section 13(a) of the Exchange Act [15 

U.S.C. § 78m(a)].  Until March 2017, Digiliti’s stock was quoted on OTC Link, an over-

the-counter securities quotation system, which does not require companies to meet any 

listing requirements.  In conjunction with its March 2017 Public Offering, Digiliti’s 

common stock was listed on the Nasdaq Stock Market, LLC (hereinafter, the “Nasdaq”).  

Digiliti had to meet certain financial standards in order for its stock to be listed on the 

Nasdaq.  On October 5, 2017, Digiliti filed a Form 25 to voluntarily withdraw its stock 

from listing on the Nasdaq.    

FACTS 

I. BACKGROUND 

17. From 2014 through 2018, Digiliti provided financial technology solutions 

to smaller banks, credit unions, and alternative financial service businesses, such as 

currency exchanges.  Digiliti provided software as a service (hereinafter, “SaaS”) and 

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7 
 

financial technology to its customers.  Digiliti developed, hosted, and maintained 

software solutions that were customized and licensed to their customers through internet 

and cloud-based access.  Digiliti’s platform enabled its customers to provide mobile 

financial services to their customers, such as reloadable prepaid debit or credit cards and 

check cashing services. 

18. On or around December 12, 2014, Digiliti and Customer Number 1, a 

business located in Florida, entered into a Master Services Agreement (hereinafter, 

“Master Services Agreement”).  Purchases of new or additional services or solutions by 

Customer Number 1 were made through new contracts signed by both Digiliti and 

Customer Number 1.  Each new contract was labeled as an addendum to the Master 

Services Agreement.   

19. During its operations, Digiliti was unprofitable and was often short of 

working capital.  Therefore, Digiliti frequently turned to several of its existing 

shareholders and others to raise cash it needed to fund its continuing business.  Because 

Digiliti was unprofitable, revenue was a key metric for the Company.   

II. THE OCTOBER 2016 SIDE AGREEMENT 
 
A. Digiliti Falls Short of Its Quarterly Revenue Goal and Fails to 

Complete an Attempted Public Offering of Its Stock 
 

20. From July 2016 through October 2016, Digiliti attempted to raise working 

capital through a $25 million public offering of its stock (hereinafter, the “Attempted 

2016 Public Offering”).   

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21. Digiliti had a $2.4 million revenue goal for the third quarter of 2016.  Mack 

viewed meeting this revenue goal as critical to a successful public offering.   

22. During the period from July 2016 through October 2016, Digiliti’s finance 

and accounting group regularly prepared and circulated weekly summaries of sales and 

revenue for the quarter-to-date.  Throughout this period, Mack repeatedly emailed Blaney 

and the other leaders of Digiliti’s sales team and directed them to do “what was 

necessary” to meet the revenue goal and to beat the prior quarter’s numbers.  

23. By September 2016, Mack knew that Digiliti was materially short of its 

$2.4 million revenue goal. 

24. Mack helped to promote the Attempted 2016 Public Offering by 

participating in presentations to potential investors, as part of so-called “road shows” for 

the offering.   

25. On September 23, 2016, Mack emailed the leaders of the sales team 

including Blaney stating, “The show is really going well.  As long as we execute and hit 

our numbers we will be oversold and closed by the 6th of October.  I am really excited by 

the response we’ve had so be sure to do what you need to so we hit on all cylinders. . . .”   

26. On September 30, 2016, the last day of the quarter, Blaney emailed Mack 

giving him an update on sales.  Mack responded to Blaney stating, “Need to hit that 

number as quickly as possible so we can close on time.” 

27. On October 10, 2016, Blaney emailed the leaders of the sales team a 

weekly summary containing sales and revenue that had been processed by the finance 

and accounting group as of that date.  Blaney stated, “Guys, We need to make this 

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happen, one way or another – If everything [Senior Vice President of Mobile Innovation] 

and I are working on comes in on target, we are still $178,000 off target.  Please think of 

everything as this has to happen by Thursday.” 

28. On October 11, 2016, Blaney emailed a contact at Customer Number 1.  

Blaney stated, “As we discussed, this is a historic time in [Digiliti’s] timeline, and we are 

motivated to close the quarter by hitting or exceeding our numbers.  I will call you to 

discuss- Larry.”    

29. On October 17, 2016, Blaney sent Customer Number 1 emails attaching 

two new addenda dated September 22, 2016 and September 30, 2016.  Customer Number 

1, through its agents, signed the two new contracts and emailed them to Blaney.   

30. Later on October 17, 2016, Mack forwarded a meeting invite to Blaney 

stating, “In the meantime, you need to do what is necessary to see that we beat last 

quarters [sic] number in case [another company] doesn’t do the whole $300K.” 

31. The Attempted 2016 Public Offering was ultimately unsuccessful and 

efforts to complete the offering ended on October 19, 2016. 

B. After the Failure of the Attempted 2016 Public Offering, Mack and 
Blaney Secretly Cause Digiliti To Enter Into the First Side Agreement 
with Customer Number 1 
  

32. On October 19, 2016, Blaney emailed a contact at Customer Number 1.  

Blaney copied Mack on the email.  The email attached another new contract, dated 

September 30, 2016, with a total price of $395,000 (hereinafter, the “October 21, 2016 

Contract”).   In his email, Blaney stated that, “You have the right to terminate the 

contract which is attached in this email by February 15th 2017 without any obligation to 

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10 
 

pay or without any penalty” and that Digiliti would give Customer Number 1 “an 

unconditional credit” of $50,000 on February 15, 2017 against other outstanding 

invoices.  The terms in Blaney’s October 19, 2016 email are hereinafter referred to as the 

“October 2016 Side Agreement.” 

33. Later on October 19, 2016, Blaney emailed Mack, stating, “I put $395K on 

the amendment to make sure we hit our number . . .” 

34. On October 21, 2016, Customer Number 1 executed and returned the 

October 21, 2016 Contract to Blaney.     

35. The terms of the October 2016 Side Agreement were not included in the 

October 21, 2016 Contract with Customer Number 1.   

36. On October 21, 2016, Blaney sent the October 21, 2016 Contract, but not 

the October 2016 Side Agreement, to Digiliti’s contracts manager.  Digiliti’s contracts 

manager obtained Mack’s signature and returned the fully executed October 21, 2016 

Contract to Blaney.  Blaney sent the executed contract back to Customer Number 1.   

37. Even though the October 21, 2016 Contract was sent to Customer Number 

1 on October 19, 2016 and signed on October 21, 2016, Blaney dated the contract 

September 30, 2016, which was the last day of the previous quarter.   

38. The October 2016 Side Agreement gave Customer Number 1 the right to 

cancel the October 21, 2016 Contract by February 15, 2017 without any obligation to pay 

the corresponding invoices. 

39. Unaware of the October 2016 Side Agreement, Digiliti’s finance and 

accounting group issued six invoices to Customer Number 1 dated September 30, 2016.  

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40. Mack and Blaney did not disclose the October 2016 Side Agreement to 

anyone else at Digiliti, to Digiliti’s outside auditor, or to investors. 

41. Mack and Blaney knew that because of the October 2016 Side Agreement, 

Digiliti could not recognize revenue from the October 21, 2016 Contract.  

42. On November 10, 2016, Digiliti issued a press release announcing Digiliti’s 

third quarter 2016 financial results and filed the press release as an exhibit to a report on 

Form 8-K.  Digiliti stated in its release that “Revenue increased 124% year-over-year to a 

record $2.3 million.”  Mack stated in the press release, “After reporting a milestone 

quarter in Q2, we’re pleased to report yet another record quarter in Q3. . . .  Revenue 

grew to its highest level ever, reflecting the continued growth of our core RDC business, 

as well as the expansion of our Select Mobile Money business, which is increasingly 

taking a larger share of the massive prepaid market.”  The statements in the press release 

about Digiliti’s third quarter 2016 revenue were false and misleading.   

43. Mack approved the content of Digiliti’s November 10, 2016 press release 

and Form 8-K.  He knew at the time that the statements contained in the press release 

about Digiliti’s third quarter 2016 revenue were false and misleading.   

C. Digiliti Reports Materially Overstated Revenue for the Third Quarter 
of 2016  
 

44. On November 14, 2016, Digiliti filed with the SEC its quarterly report on 

Form 10-Q for the quarter ended September 30, 2016, which included Digiliti’s quarterly 

financial statements (hereinafter, the “2016 Third Quarter 10-Q”).  As a result of Mack 

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12 
 

and Blaney’s fraud, Digiliti’s quarterly financial statements improperly included 

$370,250 in revenue from the October 21, 2016 Contract.   

45. Digiliti’s financial statements materially overstated its revenue for the third 

quarter by more than 19%.  As a result of overstating its revenue, Digiliti also materially 

misstated other financial metrics, including gross profit, which was overstated by more 

than 61%.   

46. In the section of the 2016 Third Quarter 10-Q entitled “Management’s 

Discussion and Analysis of Financial Condition and Results of Operations,” Digiliti 

stated: 

We commence revenue recognition for fees earned on our SaaS fintech 
solutions and services when all of the following criteria are met: 
 
• there is persuasive evidence of an arrangement; 

• the service has been or is being provided to the client; 

• collection of the fees is reasonably assured; and 

• the amount of fees to be paid by the client is fixed or determinable. 

47. Contrary to these representations, the $370,250 in revenue recognized from 

the October 21, 2016 Contract did not meet Digiliti’s stated criteria for revenue 

recognition.  

48. Furthermore, Digiliti’s recognition of the $370,250 in revenue was not in 

accordance with generally accepted accounting principles (“GAAP”).  The recognition of 

this revenue was contrary to GAAP because, among other things, the revenue was 

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13 
 

derived from a contract that was entered into after the quarter ended and the October 

2016 Side Agreement allowed the October 21, 2016 Contract to be cancelled. 

49. Mack signed the 2016 Third Quarter 10-Q.  Mack certified that he had 

reviewed the quarterly report and “based on my knowledge, this report does not contain 

any untrue statement of a material fact or omit to state a material fact necessary to make 

the statements made, in light of the circumstances under which such statements were 

made, not misleading with respect to the period covered by this report.” 

50. Mack also certified that “based on my knowledge, the financial statements, 

and other financial information included in this report, fairly present in all material 

respects the financial condition, results of operations and cash flows of the registrant as 

of, and for, the periods presented in this report.”   

51. Mack further certified that he had “disclosed, based on our most recent 

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the 

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material, 

that involves management or other employees who have a significant role in [Digiliti’s] 

internal control over financial reporting.” 

52. Mack’s certification was materially false and misleading.  When he made 

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into 

the undisclosed October 2016 Side Agreement and that they had caused Digiliti’s 

financial statements to include improperly recognized revenue from the October 21, 2016 

Contract. 

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53. On November 14, 2016, in connection with Digiliti’s outside auditor’s 

review of the Company’s third quarter 2016 financial statements, Mack signed a 

management representation letter that falsely stated, among other things, that Mack had 

no knowledge of any fraud or suspected fraud and that there were no “side agreements or 

other arrangements (either written or oral) that have not been disclosed to [the auditor].” 

III. DIGILITI USES ITS FALSE FINANCIAL STATEMENTS TO RAISE 
MONEY FROM INVESTORS   

 
A. As Digiliti Prepares To Attempt Another Public Offering, It Falls 

Short of Its Revenue Goal for the Fourth Quarter of 2016 
 

54. From November 10, 2016 through January 2017, Digiliti raised more than 

$7.7 million through private placements of convertible notes.  Digiliti sold the notes to 

approximately 15 investors located in at least six states.  In selling the notes, Digiliti used 

its third quarter 2016 financial statements which, as a result of Mack and Blaney’s fraud, 

overstated revenue by more than 19%.  Of the $7.7 million total that Digiliti took in, $1.9 

million was raised from two of Digiliti’s Directors, who were not informed of Mack and 

Blaney’s misconduct. 

55. As of November 29, 2016, Digiliti was approximately $900,000 short of its 

revenue goal for the fourth quarter of 2016.   

56. In December 2016, Mack hired new investment bankers to lead another 

attempt at a public offering of Digiliti stock.  Mack was also pushing for Digiliti’s stock 

to be listed on the Nasdaq.   

57. On December 30, 2016, Mack sent an email to Blaney and others, stating 

that he had told the investment bankers that Digiliti’s fourth quarter revenue would be in 

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the $2.3 to $2.5 million range.  Mack also stated in the email that Blaney and the others 

should “Dig down deep and do whatever you need to so we don’t disappoint.  It is also 

year end which affects our ability to do a lot of things tied to year end numbers.”   

58. On January 20, 2017, Digiliti filed a registration statement on Form S-1 for 

a March 2017 public offering of its common stock (hereinafter, “March 2017 Public 

Offering”).  Mack signed the S-1, which contained Digiliti’s preliminary prospectus for 

the March 2017 Public Offering.  The registration statement included Digiliti’s financial 

statements for the nine months ended September 30, 2016.  Those financial statements 

improperly reported $370,250 in revenue from the October 21, 2016 Contract. 

B. Mack and Blaney Secretly Cause Digiliti To Enter Into a Second Side 
Agreement with Customer Number 1 

 
59. On January 23, 2017, Mack and Blaney emailed each other.  Mack stated to 

Blaney: “I thought you wanted me to talk with [Customer Number 1].”  Blaney 

responded: “We do need to speak to [Customer Number 1]. . . . We will probably need to 

do a similar deal to hit the Q4 number.  Working on figuring out what that is and 

scheduling a call with him for tomorrow.”  

60. On January 26, 2017, Blaney sent an email to a contact at Customer 

Number 1.  In the email, Blaney (1) stated that Mack wanted to talk with the contact that 

day; (2) proposed extending the cancellation date for the October 21, 2016 Contract to 

April 30, 2017; (3) proposed $800,000 in potential new contracts that could be cancelled 

by July 2017; and (4) proposed a $50,000 unconditional credit that Customer Number 1 

could apply on May 15, 2017 against the outstanding Digiliti invoices of its choice.   

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61. On January 30, 2017, Mack emailed Blaney stating that Customer Number 

1 was ready to sign a new contract but wanted more specifics on the side terms proposed 

in Blaney’s January 26, 2017 email. 

62.  On January 30, 2017, Blaney emailed Mack and provided language to be 

sent to Customer Number 1.  Later on January 30, 2017, Mack emailed Customer 

Number 1 and copied Blaney.  Mack stated: 

We would like you to move the cancellation of [the October 21, 2016 
Contract] to April 30th. 
  
You have the right to terminate [the two new contracts labeled Addendum 
Number 10 and Addendum Number 11] which are attached in this email by 
July 15, 2017 without any obligation to pay or without any penalty. 
[Digiliti] agrees to provide an unconditional credit to [Customer Number 1] 
for $50,000 on July 15th to the outstanding [Digiliti] invoices of [Customer 
Number 1’s] choice. 
   
63. The terms in Mack’s January 30, 2017 email are hereinafter referred to as 

the “January 2017 Side Agreement.”   

64. Later on January 30, 2017, Mack emailed Blaney stating:  

I talked with [Customer Number 1] again.  He is ready to sign but wants the 
e-mail to be more specific and point the credit to a specific project. He said 
he was sending the stuff over to you and he would sign as soon as he got 
that back from me.  I have to leave in 45 minutes for a dinner but, if you 
can send me the exact wording in an e-mail, I can cut and paste it and get 
back to him so he can send the amendments.  The auditors are asking for 
the ledgers so we can [sic] put off until later tonight or they won’t get in.  
Sorry to bother you but I don't know what else to do. 

   
65. Even later that day, Customer Number 1’s general counsel emailed Blaney 

and Mack requesting that certain side agreement terms offered by Blaney be included in 

the new Addendum 10.   

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66. Blaney replied by email and copied Mack.  Blaney stated: 

Thank you for your email.  We have auditors arriving early tomorrow morning to 
start the year end review.  We cannot put this in the amendment as they wouldn’t 
let us take any revenue which is what this is about.  An email is a binding 
agreement and you have the agreement via email from our CEO. 

 
67. On January 31, 2017, Customer Number 1 emailed signed Addendum 

Number 10 and Addendum Number 11 to Mack and Blaney.  Addendum Number 10 and 

Addendum Number 11 are hereinafter collectively referred to as the “January 31, 2017 

Contracts.”  The total price of the January 2017 Contracts was $870,000.  None of the 

terms of the January 2017 Side Agreement were included in the January 2017 Contracts.   

68. Mack signed the January 31, 2017 Contracts as CEO of Digiliti. 

69. Blaney sent the January 31, 2017 Contracts, but not the January 2017 Side 

Agreement, to Digiliti’s contracts manager and to the finance and accounting group.   

70. Even though the January 31, 2017 Contracts were sent to Customer 

Number 1 on January 30, 2017 and signed on January 31, 2017, Blaney dated the 

contracts December 16, 2016.   

71. Digiliti’s finance and accounting group, unaware of the January 2017 Side 

Agreement, issued two invoices to Customer Number 1 backdated to December 31, 2016.  

72. The January 2017 Side Agreement gave Customer Number 1, among other 

things, the right to cancel the January 31, 2017 Contracts by July 15, 2017 without any 

obligation to pay the corresponding invoices. 

73. Mack and Blaney knew that because of the January 2017 Side Agreement 

Digiliti could not recognize revenue from the January 2017 Contracts.  

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74. Mack and Blaney did not disclose the January 2017 Side Agreement to 

others at Digiliti, to Digiliti’s outside auditor, or to investors. 

75. As a result of Mack’s and Blaney’s fraudulent conduct, for the fourth 

quarter of 2016, Digiliti improperly recognized $796,000 in revenue from the January 

2017 Contracts.  The recognition of the $796,000 was not in accordance with GAAP 

because, among other things, the revenue was derived from contracts that were entered 

into after the quarter ended and the January 2017 Side Agreement allowed the January 

31, 2017 Contracts to be cancelled. 

C. Blaney Arranges for a False Audit Confirmation To Be Sent to 
Digiliti’s Auditor 
 

76. In early February 2017, Customer Number 1 was sent an audit confirmation 

letter asking it to confirm to Digiliti’s auditor that the balances indicated in several 

specified invoices were due as of December 31, 2016.  Some of the invoices were for the 

contracts that were subject to Customer Number 1’s right to cancel, and some of the 

invoices were for work that was not yet complete. 

77. Customer Number 1 contacted Blaney about the confirmation.  On 

February 9, 2017, Blaney responded by email:  

Per our agreement with [you], pls sign the confirmation that this is correct and 
without special conditions and send it back to the auditors.  Our agreement allows 
you to cancel these orders and we will reconcile before any obligation is due.   

 
78. Customer Number 1 signed the audit confirmation and sent it to Digiliti’s 

auditor.  

 

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D. Digiliti Reports Materially Overstated Revenue in Its Financial 
Statements for the Year Ended December 31, 2016   
 

79. On February 24, 2017, Digiliti filed with the SEC its annual report for the 

year 2016 on Form 10-K (hereinafter, the “2016 Form 10-K”).   

80. As a result of Mack and Blaney’s fraudulent conduct, Digiliti’s 2016 Form 

10-K contained materially false financial statements that improperly recognized 

$1,166,250 in revenue from three Customer Number 1 contracts that were subject to Side 

Agreements, namely the October 2016 Contract ($370,250 in revenue) and the January 

31, 2017 Contracts ($796,000 in revenue).  

81. These financial statements materially overstated Digiliti’s revenue by more 

than 17% for 2016.  As a result of overstating its revenue, Digiliti also misstated other 

financial metrics including, for example, gross profit for 2016, which was overstated by 

more than 93%. 

82. In the Section of the 2016 Form 10-K entitled “Item 7. Management’s 

Discussion and Analysis of Financial Condition and Results of Operations,” Digiliti 

stated: 

We commence revenue recognition for fees earned on our SaaS fintech solutions 
and services when all of the following criteria are met: 
 

• there is persuasive evidence of an arrangement; 

• the service has been or is being provided to the client; 

• collection of the fees is reasonably assured; and 

• the amount of fees to be paid by the client is fixed or determinable.  

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83. Contrary to these representations, the $370,250 in revenue recognized from 

the October 21, 2016 Contract and the $796,000 in revenue recognized from the January 

2017 Contracts did not meet Digiliti’s stated criteria for revenue recognition.  

84. Mack signed the 2016 Form 10-K.  Mack certified that he had reviewed the 

annual report and “[b]ased on my knowledge, this report does not contain any untrue 

statement of a material fact or omit to state a material fact necessary to make the 

statements made, in light of the circumstances under which such statements were made, 

not misleading with respect to the period covered by this report.” 

85. Mack also certified that “based on my knowledge, the financial statements, 

and other financial information included in this report, fairly present in all material 

respects the financial condition, results of operations and cash flows of the registrant as 

of, and for, the periods presented in this report.” 

86. Mack further certified that he had “disclosed, based on our most recent 

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the 

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material, 

that involves management or other employees who have a significant role in [Digiliti’s] 

internal control over financial reporting.” 

87. Mack’s certification was materially false and misleading.  When he made 

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into 

the October 2016 Side Agreement and the January 2017 Side Agreement, and that they 

had caused Digiliti’s financial statements to include improperly recognized revenue from 

the October 21, 2016 Contract and the January 2017 Contracts. 

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88. Moreover, on February 24, 2017, in connection with the audit of Digiliti’s 

2016 annual financial statements, Mack signed a management representation letter to 

Digiliti’s outside auditor.  In his letter, Mack falsely stated, among other things, that he 

had no knowledge of any fraud or suspected fraud and that there were no “side 

agreements or other arrangements (either written or oral) that have not been disclosed to 

[the auditor].” 

E. Digiliti Uses Its False Financial Statements To Sell Stock In Its March 
2017 Public Offering  
 

89. From February 27, 2017 through March 10, 2017, Digiliti filed four 

amendments to its Form S-1 registration statement for the March 2017 Public Offering.  

Each of those four amendments incorporated the materially overstated revenue from 

Digiliti’s financial statements for the year ended December 31, 2016.  Mack signed the 

original registration statement and each of the four amendments.   

90. Mack helped promote the March 2017 Public Offering by participating in 

presentations to potential investors.   

91. On March 10, 2017, Digiliti completed the March 2017 Public Offering.  

Through that offering, Digiliti raised $10.5 million from the sale of its common stock to 

investors.  At the same time, the listing of Digiliti’s stock on the Nasdaq was completed, 

and Digiliti’s stock began trading on that exchange.  All of the trading of Digiliti’s stock 

on the Nasdaq occurred while the Company’s publicly available financial statements 

included materially overstated revenue. 

 

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IV. MACK AND BLANEY CONTINUE THEIR FRAUDULENT SCHEME 
THROUGH THE FIRST QUARTER OF 2017 

 
A. Blaney Avoids Disclosure By Convincing Customer Number 1 to 

Postpone Cancellation of Its Contracts 
 

92. On April 10, 2017, Customer Number 1’s bookkeeper sent Blaney a 

cancellation notice for the October 21, 2016 Contract.  On April 12, 2017, Blaney replied 

by email, stating that he had talked to his contact at Customer Number 1 and to Mack, 

and asking that Customer Number 1 “postpone the cancellation of [the October 21, 2016 

Contract] until June 15th, 2017, with the understanding that no fees or payment is due on 

[the October 21, 2016 Contract] with this extension.”  

93. On April 20, 2017, a contact at Customer Number 1 emailed Blaney noting 

that they had again received several invoices, some of which were for contracts that 

would be cancelled in June and July 2017, and asking “[s]hould I let [individual in 

Digiliti’s finance and accounting group] know about our intentions to cancel [the October 

21, 2016 Contract and January 31, 2017 Contracts]?”  On that same date, Blaney 

responded to the contact at Customer Number 1 stating:  

Please proceed as follows:  
 
Acknowledge the amendments, but do not tell [individual in Digiliti’s 
finance and accounting group] they will be cancelled and let [individual in 
Digiliti’s finance and accounting group] know that you will pay the 
standard open invoices for the monthly transactions.   
 
I am going to have our CFO meet with them at the end of May to explain 
the cancellations. 
 
 
 

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B. Mack and Blaney Cause Digiliti To Enter Into Third Secret Side 
Agreement with Customer Number 1 
 

94. On that same day, April 20, 2017, Blaney emailed Mack stating that Digiliti 

was $800,000 short of its revenue goal for the first quarter of 2017, which ended on 

March 31, 2017.  Blaney added : 

If we put together an amendment for [Customer Number 1] to recognize 
$800K of revenue, the order would have to be roughly $1M as it is not all 
recognizable.  [Customer Number 1] has three other amendments on the 
books that they have not paid for as they will be cancelling these per our 
agreement.   
 
95. On April 24, 2017, Mack emailed Customer Number 1 a new contract.  The 

email provided several terms that were not in the contract including that the contract 

could be cancelled by July 15, 2017 without penalty or obligation.  On April 25, 2017, 

Customer Number 1 replied to Mack: “We very much appreciate our relationship with 

[Digiliti].  At this time we would like to politely decline going forward with additional 

work orders.  Thank you for your kind consideration.”   

96. On April 25, 2017, Mack forwarded the email from Customer Number 1 to 

Blaney stating, “Hope you can perform your magic here like I did for the uplisting.  Not 

sure what else to say.”  A few minutes later on April 25, 2017, Mack again emailed 

Blaney stating, “This is one of the times you need to do whatever it takes and don't give 

yourself an out.” 

97. Later on April 25, 2017, Blaney sent Mack an email containing some terms 

for a new side agreement for Mack to send Customer Number 1. 

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98. On April 25, 2017, Mack sent Customer Number 1 another email with 

several terms that were not included in the new contract that was attached to the April 24, 

2017 email.  In his April 25 email, Mack proposed that Digiliti would give Customer 

Number 1 15,000 shares of Digiliti stock and the right to cancel the contract by July 15, 

2017 without penalty or obligation.   

99. On April 26, 2017, Mack called Customer Number 1 and then sent an email 

agreeing “to increase the number of shares of common stock to 25,000 assuming an 

average price of $4 per share which is slightly lower than what the average has been since 

our recent Uplisting.”  The terms included in Mack’s April 25, 2017 email, as updated in 

his April 26, 2017 email, are hereinafter referred to as the “April 2017 Side Agreement.”   

100. Later on April 26, 2017, Customer Number 1 forwarded Mack’s April 25 

and April 26 emails to Blaney, stating “FYI – I would like a clean copy, as an attachment, 

please include all of the terms and conditions.”  

101. On April 26, 2017, Customer Number 1 returned the executed new 

contract, with a price of $550,000 (hereinafter, the “April 26, 2017 Contract”).   

102. Even though the April 26, 2017 Contract was sent to Customer Number 1 

on April 24, 2017 and signed on April 26, 2017, Blaney dated the contract March 23, 

2017, before the end of the previous quarter.   

103. Blaney sent the April 26, 2017 Contract, but not the April 2017 Side 

Agreement, to Digiliti’s contracts manager to obtain Mack’s signature.   

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104. Digiliti’s finance and accounting group, unaware of the April 2017 Side 

Agreement, issued Customer Number 1 one invoice dated March 1, 2017 and eight 

invoices dated March 31, 2017.   

105. Mack and Blaney did not disclose the April 2017 Side Agreement to others 

at Digiliti, to Digiliti’s outside auditor, or to investors.  

106. Mack and Blaney knew that because of the April 2017 Side Agreement, 

Digiliti could not recognize revenue from the April 26, 2017 Contract.  

C. Mack and Blaney Receive Discretionary Bonuses 

107. As a result of Mack’s and Blaney’s fraudulent conduct, Digiliti improperly 

recognized $490,000 in revenue from the April 26, 2017 Contract for the first quarter of 

2017.   

108. On May 2, 2017, Digiliti filed a Form 8-K, which disclosed, among other 

things, that on April 26, 2017, in recognition of Mack’s and Blaney’s work regarding the 

public offering “at a public offering price of $4.50 per share in March 2017,” the 

“uplisting on the Nasdaq,” and Digiliti’s “positive sales performance,” the Board had 

approved discretionary bonuses of $60,000 for Mack and $30,000 for Blaney. 

D. Mack Makes False Statements in a Press Release Regarding the 
Company’s First Quarter 2017 Financial Results     
 

109. On May 11, 2017, Digiliti issued a press release announcing its first quarter 

2017 results.  In the press release Digiliti stated, “Revenue in the first quarter of 2017 

increased 73% to a record $2.5 million from $1.5 million in the first quarter of 2016.”  

Mack stated in the press release, “Perhaps no other quarter in our history has been more 

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pivotal and instrumental to our long-term success than Q1 2017.”  Mack also stated, “We 

successfully raised $9.3 million and uplisted to the NASDAQ Capital Market [ ]” and 

“rebranded the company.”  In the press release Mack further stated, “While the headline 

for the quarter is arguably the achievement of these three important milestones, Q1 also 

represented a period of both strong financial results and operational progress.  Our 

revenue increased 73% for the quarter to a record $2.5 million, driven by record 

transactions and robust professional services revenue.”  Mack’s statements in the press 

release regarding Digiliti’s quarterly revenues were false and misleading.   

110. Mack approved Digiliti’s May 11, 2017 press release before it was issued. 

E. Digiliti Reports Materially Overstated Revenue in Its First Quarter 
2017 Financial Statements   
 

111. On May 15, 2017, Digiliti filed with the SEC its quarterly report on Form 

10-Q for the quarter ended March 31, 2017 (hereinafter, the “2017 First Quarter 10-Q”).  

The financial statements contained in that quarterly report overstated Digiliti’s revenue 

by $490,000, or more than 24%.  As a result of overstating its revenue, Digiliti also 

misstated other financial metrics.  For example, gross profit for the First Quarter of 2017 

was overstated by more than 141%. 

112. The 2017 First Quarter 10-Q represented that “a discussion of our critical 

accounting policies was provided in Item 7 to the Consolidated Financial Statements 

included” in the Company’s annual report on Form 10-K for the year ended December 

31, 2016.  The quarterly report stated further that there had been no significant changes to 

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Digiliti’s accounting policies during the first quarter of 2017.  Item 7 in the 2016 Form 

10-K stated:    

We commence revenue recognition for fees earned on our SaaS fintech solutions 
and services when all of the following criteria are met: 
 

• there is persuasive evidence of an arrangement; 

• the service has been or is being provided to the client; 

• collection of the fees is reasonably assured; and 

• the amount of fees to be paid by the client is fixed or determinable.  

113. Contrary to these representations, the $490,000 in revenue recognized from 

the April 26, 2017 Contract did not meet Digiliti’s criteria for revenue recognition.  

114. Furthermore, Digiliti’s recognition of the $490,000 in revenue was not in 

accordance with GAAP because, among other things, the revenue was derived from a 

contract that was entered into after the quarter ended and the April 2017 Side Agreement 

allowed the April 26, 2016 Contract to be cancelled. 

115. In addition, the stock promised to Customer Number 1 in the April 2017 

Side Agreement was consideration given to a customer under GAAP.  The stock 

consideration was not recorded as an expense at the stock’s fair value when the related 

revenue was recognized on Digiliti’s income statement.  

116. Mack signed the 10-Q for First Quarter of 2017.  Mack certified that he had 

reviewed the Form 10-Q and “[b]ased on my knowledge, this report does not contain any 

untrue statement of a material fact or omit to state a material fact necessary to make the 

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statements made, in light of the circumstances under which such statements were made, 

not misleading with respect to the period covered by this report.” 

117. Mack also certified that “[b]ased on my knowledge, the financial 

statements, and other financial information included in this report, fairly present in all 

material respects the financial condition, results of operations and cash flows of the 

registrant as of, and for, the periods presented in this report.” 

118. Mack further certified that he had “disclosed, based on our most recent 

evaluation of internal control over financial reporting, to [Digiliti’s] auditors and the 

audit committee of [Digiliti’s] board of directors . . . [a]ny fraud, whether or not material, 

that involves management or other employees who have a significant role in [Digiliti’s] 

internal control over financial reporting.” 

119. Mack’s certification was materially false and misleading.  When he made 

the certification, Mack knew that he and Blaney had secretly caused Digiliti to enter into 

the undisclosed April 2017 Side Agreement, and that they had caused Digiliti’s financial 

statements to include improperly recognized revenue from the April 26, 2017 Contract. 

120. Moreover, on May 15, 2017, in connection with the auditor’s review of 

Digiliti’s first quarter 2017 financial statements, Mack signed a management 

representation letter that falsely stated, among other things, that Mack had no knowledge 

of any fraud or suspected fraud and that there were no “side agreements or other 

arrangements (either written or oral) that have not been disclosed to [the auditor].” 

 

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V. CUSTOMER NUMBER 1 CANCELS THE CONTRACT, AND MACK AND 
BLANEY’S SCHEME IS DISCOVERED 
 
A. Customer Number 1 Cancels the Four Contracts  

 
121. In July 2017, Customer Number 1 cancelled the October 21, 2016 Contract, 

the January 2017 Contracts, and the April 26, 2017 Contract.  As a result, Digiliti was 

forced to write off more than $1.8 million in accounts receivable attributable to the 

cancelled contracts.   

122. On August 1, 2017, Digiliti’s Board of Directors sent Mack a Notice of 

Termination of Employment for Cause.  

123. On August 10, 2017, Blaney was terminated as Digiliti’s Executive Vice 

President of Sales.  Before leaving, Blaney forwarded a number of work emails to his 

personal email account.  Some of the emails related to the Side Agreements.  An ensuing 

investigation discovered those emails and the Side Agreements.   

124. On August 14, 2017, Digiliti filed a Form 8-K informing the public that its 

financial statements should no longer be relied upon.   

125. On August 15, 2017, Digiliti’s auditor resigned. 

126. After Mack’s and Blaney’s fraudulent scheme was discovered, Digiliti was 

unable to raise sufficient capital and eventually ceased operations.   

COUNT I 

Violations of Section 17(a)(1) of the Securities Act 
(Defendants Mack and Blaney) 

 
127. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

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128. By engaging in the conduct described above, Defendants Mack and Blaney, 

in the offer and sale of securities, by the use of the means or instruments of transportation 

or communication in interstate commerce or by use of the mails, directly or indirectly, 

have employed devices, schemes, and artifices to defraud. 

129. Defendants Mack and Blaney, acted with scienter in that they knowingly or 

recklessly engaged in the fraudulent conduct described above. 

130. By reason of the foregoing, Defendants Mack and Blaney violated Section 

17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT II 

Violations of Section 17(a)(2) of the Securities Act 
(Defendants Mack and Blaney) 

 
131. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

132. By engaging in the conduct described above, Defendants Mack and Blaney, 

in the offer and sale of securities, by the use of means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, have 

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

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

of the circumstances under which they were made, not misleading. 

133. By reason of the foregoing, Defendants Mack and Blaney violated Section 

17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

 

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COUNT III 
 

Violations of Section 17(a)(3) of the Securities Act 
(Defendants Mack and Blaney) 

 
134. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

135. By engaging in the conduct described above, Defendants Mack and Blaney, 

in the offer and sale of securities, by the use of means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, have 

engaged in transactions, practices, and courses of business which operated or would 

operate as a fraud or deceit upon the purchasers of such securities.   

136. By reason of the foregoing, Defendants Mack and Blaney violated Section 

17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

COUNT IV 

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

(Defendants Mack and Blaney) 
 

137. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

138. By engaging in the conduct described above, Defendants Mack and Blaney, 

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

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

securities exchange, directly or indirectly employed devices, schemes, and artifices to 

defraud, and engaged in acts, practices, and courses of business which operated or would 

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operate as a fraud or deceit upon any person. 

139. Defendants Mack and Blaney acted with scienter in that they knowingly or 

recklessly engaged in the fraudulent conduct described above. 

140. By reason of the foregoing, Defendants Mack and Blaney violated Section 

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

[17 C.F.R. 240.10b-5(a) and (c)]. 

COUNT V 

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

(Defendant Mack) 
 

141. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

142. By engaging in the conduct described above, Defendant Mack, in 

connection with the purchase or sale of any security, by the use of any means or 

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

securities exchange, directly or indirectly, made untrue statements of material facts and 

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

the circumstances under which they were made, not misleading. 

143.  Defendant Mack acted with scienter in that he knowingly or recklessly 

engaged in the fraudulent conduct described above. 

144. By reason of the foregoing, Defendant Mack violated Section 10(b) of the 

Exchange Act [15 U.S.C. §78j(b)] and Exchange Act Rule 10b-5(b) [17 C.F.R. 240.10b-

5(b)]. 

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COUNT VI 

Violations of Section 13(b)(5) of the Exchange Act  
(Defendants Mack and Blaney) 

 
145. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

146. By engaging in the conduct described above, Defendants Mack and Blaney, 

knowingly circumvented a system of internal accounting controls and knowingly falsified 

Digiliti’s books, records, and accounts. 

147. By reason of the foregoing, Defendants Mack and Blaney violated Section 

13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)]. 

COUNT VII 
 

Violations of Exchange Act Rule 13b2-1 
(Defendants Mack and Blaney) 

 
148. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

149. By engaging in the conduct described above, Defendants Mack and Blaney, 

directly or indirectly, falsified and caused to be falsified Digiliti’s books, records, and 

accounts. 

150. By reason of the foregoing, Defendants Mack and Blaney violated 

Exchange Act Rule 13b2-1 [17 C.F.R. 240.13b2-1]. 

 

 

 

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COUNT VIII 
 

Violations of Exchange Act Rule 13b2-2 
(Defendant Mack) 

 
151. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

152. By engaging in the conduct described above, Defendant Mack, directly or 

indirectly, made or caused to be made materially false and misleading statements, and 

omitted to state, or caused another person to omit to state, material facts necessary in 

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

statements were made, not misleading, to accountants in connection with an audit and 

review of Digiliti’s financial statements and in the preparation and filing of Digiliti’s 

documents and reports required to be filed with the SEC. 

153. By reason of the foregoing, Defendant Mack violated Exchange Act Rule 

13b2-2 [17 C.F.R. 240.13b2-2]. 

COUNT IX 
 

Violations of Exchange Act Rule 13a-14  
(Defendant Mack) 

 
154. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

155. During the relevant period, Digiliti filed reports pursuant Section 13(a) of 

the Exchange Act.  

156. As CEO of Digiliti, Mack signed certifications in Digiliti’s quarterly and 

annual reports that were filed with the SEC from November 2016 through May 2017.   

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157. Mack certified that he had reviewed these reports and that, based on his 

knowledge, the reports did not contain any untrue statement of a material fact or omit to 

state a material fact necessary to make the statements made, in light of the circumstances 

under which such statements were made, not misleading; and that based on his 

knowledge, the financial statements and other financial information included in the 

reports, fairly presented in all material respects the financial condition, results of 

operations, and cash flows of Digiliti for the periods presented on the reports.         

158. These certifications were materially false and misleading as detailed 

herein.       

159. By reason of the foregoing, Defendant Mack violated Exchange Act Rule 

13a-14 [17 C.F.R. 240.13a-14]. 

COUNT X 
 

Aiding and Abetting Digiliti’s 
Violations of Section 17(a)(1) of the Securities Act 

(Defendants Mack and Blaney) 
 

160. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

161. By engaging in the conduct described above, Digiliti, in the offer and sale 

of securities, by the use of means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly, employed devices, 

schemes, and artifices to defraud. 

162. Digiliti acted with scienter in that it knowingly or recklessly engaged in the 

fraudulent conduct described above. 

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163. As described, Digiliti violated Section 17(a)(1) of the Securities Act. 

164. Defendants Mack and Blaney knowingly or recklessly provided substantial 

assistance to Digiliti’s violations of 17(a)(1) of the Securities Act. 

165. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

violations of 17(a)(1) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as 

Digiliti for its violations of Section 17(a)(1) of the Securities Act. 

166. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

violations of 17(a)(1) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as 

Digiliti for its violations of Section 17(a)(1) of the Securities Act. 

COUNT XI 
 

Aiding and Abetting Digiliti’s 
Violations of Section 17(a)(2) of the Securities Act 

(Defendants Mack and Blaney) 
 

167. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

168. By engaging in the conduct described above, Digiliti, in the offer and sale 

of securities, by the use of means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly, obtained money or 

property by means of untrue statements of material facts and omissions to state material 

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

which they were made, not misleading. 

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169. As described, Digiliti violated Section 17(a)(2) of the Securities Act. 

170. Defendants Mack and Blaney knowingly or recklessly provided substantial 

assistance to Digiliti’s violations of 17(a)(2) of the Securities Act. 

171. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

violations of 17(a)(2) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as 

Digiliti for its violations of Section 17(a)(2) of the Securities Act. 

172. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

violations of 17(a)(2) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as 

Digiliti for its violations of Section 17(a)(2) of the Securities Act. 

COUNT XII 
 

Aiding and Abetting Digiliti’s 
Violations of Section 17(a)(3) of the Securities Act 

(Defendants Mack and Blaney) 
 

173. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

174. By engaging in the conduct described above, Digiliti, in the offer and or 

sale of securities, by the use of means or instruments of transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly, engaged in 

transactions, practices, and courses of business which operated or would operate as a 

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

175. As described, Digiliti violated Section 17(a)(3) of the Securities Act. 

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176. Defendants Mack and Blaney knowingly or recklessly provided substantial 

assistance to Digiliti’s violations of 17(a)(3) of the Securities Act. 

177. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

violations of 17(a)(3) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Mack is liable to the same extent as 

Digiliti for its violations of Section 17(a)(3) of the Securities Act. 

178. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

violations of 17(a)(3) of the Securities Act, and pursuant to Section 15(b) of the 

Securities Act [15 U.S.C. § 77o(b)], Defendant Blaney is liable to the same extent as 

Digiliti for its violations of Section 17(a)(3) of the Securities Act. 

COUNT XIII 
 

Aiding and Abetting Digiliti’s 
Violations of Section 10(b) and Rule 10b-5 of the Exchange Act 

(Defendants Mack and Blaney) 
 

179. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

180. By engaging in the conduct described above, Digiliti in connection with the 

purchase or sale of securities, by the use of  means or instrumentalities of interstate 

commerce, or by the use of the mails, or of any facility of a national securities exchange, 

directly or indirectly; employed devices, schemes, and artifices to defraud; made untrue 

statements of material facts and omitted to state material facts necessary in order to make 

the statements made, in light of the circumstances under which they were made, not 

misleading; and engaged in acts, practices, and courses of business which operated or 

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would operate as a fraud or deceit upon any person. 

181. Digiliti acted with scienter in that it knowingly or recklessly engaged in the 

fraudulent conduct described above. 

182. As described, Digiliti violated Section 10(b) of the Exchange Act and Rule 

10b-5. 

183. Defendants Mack and Blaney knowingly or recklessly provided substantial 

assistance to Digiliti’s violations of Section 10(b) of the Exchange Act and Exchange Act 

Rule 10b-5. 

184. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

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

pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Mack is 

liable to the same extent as Digiliti for its violations of Section 10(b) of the Exchange Act 

and Exchange Act Rule 10b-5. 

185. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

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

pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Defendant Blaney is 

liable to the same extent as Digiliti for its violations of Section 10(b) of the Exchange Act 

and Exchange Act Rule 10b-5. 

 

 

 

 

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COUNT XIV 
 

Aiding and Abetting Digiliti’s 
Violations of Section 13(a) of the Exchange Act and 
Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13 

(Defendants Mack and Blaney) 
 

186. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

187. As described above, Digiliti’s filings with the SEC, including its reports 

filed on Form 8-K, Form 10-Q and Form 10-K, incorporated inaccurate and misleading 

financial information concerning Digiliti’s business operations, revenue, and gross profit. 

188. By engaging in the conduct described, Digiliti violated Section 13(a) of the 

Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and 13a-13, which 

obligates issuers of securities registered pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l] to file with the SEC periodic reports that are accurate and not misleading.   

189. By engaging in the conduct described, Defendants Mack and Blaney 

knowingly or recklessly provided substantial assistance to Digiliti’s filing of false and 

misleading reports with the SEC. 

190. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 

13a-11, and 13a-13, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 

78t(e)], Defendant Mack is liable to the same extent as Digiliti for its violations of 

Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and 

13a-13. 

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191. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

violations of Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 

13a-11, and 13a-13, and pursuant to Section 20(e) of the Exchange Act [15 U.S.C. § 

78t(e)], Defendant Blaney is liable to the same extent as Digiliti for its violations of 

Section 13(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, and 

13a-13. 

COUNT XV 
 

Aiding and Abetting Digiliti’s 
Violations of Section 13(b)(2)(A) of the Exchange Act 

(Defendants Mack and Blaney) 
 

192. The SEC realleges and incorporates by reference paragraphs 1 through 126 

as though fully set forth herein. 

193. As described, Digiliti failed to make and keep books, records, and 

accounts, which, in reasonable detail, accurately and fairly reflected the transactions 

and dispositions of the assets of Digiliti. 

194. By engaging in the conduct described, Digiliti violated Section 13(b)(2)(A) 

of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)].   

195. Defendants Mack and Blaney knowingly or recklessly provided substantial 

assistance to Digiliti’s failure to make and keep books, records, and accounts, which, in 

reasonable detail, accurately and fairly reflected the transactions and dispositions of the 

assets of Digiliti. 

196. By reason of the foregoing, Defendant Mack aided and abetted Digiliti’s 

violations of Section 13(b)(2)(A) of the Exchange Act, and pursuant to Section 20(e) of 

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the Exchange Act [15 U.S.C. § 78t(e)], Defendant Mack is liable to the same extent as 

Digiliti for its violations of Section 13(b)(2)(A) of the Exchange Act. 

197. By reason of the foregoing, Defendant Blaney aided and abetted Digiliti’s 

violations of Section 13(b)(2)(A) of the Exchange Act, and pursuant to Section 20(e) of 

the Exchange Act [15 U.S.C. § 78t(e)], Defendant Blaney is liable to the same extent as 

Digiliti for its violations of Section 13(b)(2)(A) of the Exchange Act. 

RELIEF REQUESTED 

 WHEREFORE, the SEC respectfully requests that this Court: 

I.  

 Issue findings of fact and conclusions of law that Defendants Mack and Blaney 

committed the violations charged and alleged herein. 

II.  

 Enter an Order of Permanent Injunction restraining and enjoining Defendant Mack 

from, directly or indirectly, engaging in the transactions, acts, practices or courses of 

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

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange 

Act [15 U.S.C. §78j(b)], Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)],  

and Exchange Act Rules 10b-5 [17 C.F.R. 240.10b-5], 13a-14 [17 C.F.R. 240.13a-14], 

13b2-1 [17 C.F.R. 240.13b2-1] and 13b2-2 [17 C.F.R. 240.13b2-1]; and from aiding and 

abetting violations of Section 17(a) of the Securities, Section 10(b) of the Exchange Act, 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)], Section 13(b)(2)(A) of the 

Exchange Act [15 U.S.C. § 78m(b)(2)(a)], and Exchange Act Rules 10b-5, 12b-20 [17 

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C.F.R. 240.12b-20], 13a-1 [17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and 

13a-13 [17 C.F.R. 240.13a-13]. 

 Enter an Order of Permanent Injunction restraining and enjoining Defendant 

Blaney from, directly or indirectly, engaging in the transactions, acts, practices or courses 

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

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange 

Act [15 U.S.C. §78j(b)], Section 13(b)(5) of the Exchange Act [15 U.S.C. § 78m(b)(5)],  

and Exchange Act Rules 10b-5(a) and (c) [17 C.F.R. 240.10b-5(a) and (c)] and 13b2-1 

[17 C.F.R. 240.13b2-1]; and from aiding and abetting violations of Section 17(a) of the 

Securities, Section 10(b) of the Exchange Act, Section 13(a) of the Exchange Act [15 

U.S.C. § 78m(a)], and Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(A)], and Exchange Act Rules 10b-5, 12b-20 [17 C.F.R. 240.12b-20], 13a-1 

[17 C.F.R. 240.13a-1], 13a-11[17 C.F.R. 240.13a-11], and 13a-13 [17 C.F.R. 240.13a-

13].  

III. 

 Enter an Order requiring Defendants Mack and Blaney to disgorge their ill-gotten 

gains received as a result of the violations alleged in this Complaint, including 

prejudgment interest. 

IV. 

With regard to Defendants Mack’s and Blaney’s violative acts, practices and 

courses of business set forth herein, issue an Order imposing upon Defendants Mack and 

Blaney appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15 

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44 
 

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

V. 

 Enter an Order pursuant to Section 20(e) of the Securities Act [15 U.S.C. §77t(e)] 

and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] barring and prohibiting 

Defendants Mack and Blaney from acting as officers or directors of any issuer that has a 

class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 

78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 

U.S.C. § 78o(d)].  

VI. 

 Retain jurisdiction of this action in accordance with the principals of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of all 

orders and decrees that may be entered or to entertain any suitable application or motion 

for additional relief within the jurisdiction of this Court. 

VII. 

 Grant such other relief as this Court deems appropriate. 
  

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45 
 

 
JURY DEMAND 

 
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission 

hereby requests a trial by jury.  

Dated: April 3, 2019 

      UNITED STATES SECURITIES  
       AND EXCHANGE COMMISSION 
 
            By: /s/John E. Birkenheier     

John E. Birkenheier ([email protected]) 
Doressia L. Hutton ([email protected])  

  Kristopher S. Heston ([email protected]) 
      175 West Jackson Boulevard, Suite 1450 
      Chicago, IL 60604-2615 
      (312) 353-7390 
      (312) 353-7398 (fax) 
 

Attorneys for Plaintiff the United States 
Securities and Exchange Commission 

     
 ERICA H. MacDONALD 

United States Attorney 

 
BY:  CRAIG R. BAUNE 
Assistant U.S. Attorney 
Attorney ID No. 331727 
600 United States Courthouse 
300 South Fourth Street 
Minneapolis, MN 55415 
Phone:  612-664-5600 
[email protected] 

Local Counsel 

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