SEC v. IAN O. MAUSNER; and EVOLUTION LENDING, LLC, No. 3:25-cv-01591-BTM, Southern District of California (June 24, 2025) — Complaint

1

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
DANIEL S. LIM (Cal. Bar No. 292406)
Email: [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
Brent Wilner, Associate Director
Douglas M. Miller, Supervisory Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
IAN O. MAUSNER and EVOLUTION
LENDING, LLC,
Defendants.

    Case    No.

COMPLAINT

JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”)
alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1) & 77v(a), Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the Securities
Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A),
78u(e) & 78aa(a), and Sections 209(d), 209(e)(1) and 214 of the Investment Advisers
Act of 1940 (“Advisers Act”), 15 U.S.C. §§ 80b-9(d), 80b-9(e)(1) & 90b-14.
2. Defendants have, directly or indirectly, made use of the means or
'25CV1591VETBTM

2

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices, and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), and
Section 214 of the Advisers Act, 15 U.S.C. § 80b-14, because certain of the
transactions, acts, practices and courses of conduct constituting violations of the
federal securities laws occurred within this district.  In addition, venue is proper in
this district because Defendant Ian O. Mausner (“Mausner”) resides in this district.
SUMMARY
4. From no later than December 2020 through at least January 2022,
Mausner—a recidivist who previously had a SEC cease-and-desist order and
industry/associational bar issued against him due to securities law violations—and
Evolution Lending, LLC, an entity that Mausner controlled (“Evolution”)
(collectively, “Defendants”), defrauded investors in connection with an unregistered
offering of limited partnership interests in a pooled investment vehicle that they
called the Cryptocurrency Growth Fund L.P. (the “Fund”).  In total, Mausner and
Evolution raised approximately $413,000 from at least 11 investors across multiple
states.
5. Defendants sold interests in the Fund through false and misleading
statements and omissions regarding Mausner’s disciplinary history and crypto asset-
related investments.  For example, they informed investors that Mausner was the
principal of Evolution and had “30 years of experience in the financial advisory and
money management industry,” but conveniently failed to mention that the SEC had
previously barred him from the securities industry.  Further, they told investors that
the Fund would invest in crypto assets and hold them at specific crypto asset trading
platforms; however, Defendants never held any Fund-related assets on those
platforms.

3

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
6. In addition to making false and misleading representations, Defendants
also deposited the money that investors contributed to the Fund to Evolution’s bank
accounts and Mausner’s personal bank accounts, mixing—or commingling—Fund
assets with completely unrelated assets in the process.
7. Throughout this period, Defendants, each acting as an investment
adviser under Section 202(a)(11) of the Advisers Act, 15 U.S.C. §80b-2(a)(11),
received ill-gotten management and performance fees for services that they promised,
but never provided.  In so doing, Mausner not only violated the antifraud provisions
of the securities laws, he also violated the aforementioned industry/associational bar
by acting as an investment adviser.
8. In addition to violating the antifraud provisions of the Exchange Act and
Securities Act, Defendants’ false and misleading statements and commingling of
investor funds breached their fiduciary duties to the Fund as investment advisers,
including their duties of
 utmost good faith and full and fair disclosure of all material
facts, and their affirmative obligation to employ reasonable care to avoid misleading
the Fund, in violation of the Adviser Act’s antifraud provisions
.
9. On top of this, Defendants never registered their fraudulent offering of
interests in the Fund with the SEC, and no exemptions from the registration
requirement applied to the offering.  For example, Mausner and Evolution offered
and sold to individuals they did not know, through general solicitation, and failed to
verify whether any of the investors were accredited investors.
10. By engaging in this conduct, Defendants violated Sections 5(a), 5(c) and
17(a) of the Securities Act, 15 U.S.C. §§ 77e(a), 77e(c), and 77q(a), Section 10(b) of
the Exchange Act, 15 U.S.C. § 78j(b), Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5,
Sections 206(1) and 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(1) & 80b-6(2),
and Rule 206(4)-8 thereunder, 17 C.F.R. § 275.206(4)-8.  Alternatively, pursuant to
Section 15(b) of the Securities Act, Section 20(e) of the Exchange Act, and Section
209(f) of the Advisers Act, Mausner aided and abetted Evolution in its violation of

4

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
these securities laws provisions.
11. Accordingly, the SEC seeks an order against Defendants permanently
enjoining them from future violations of these provisions, requiring them to pay
disgorgement plus prejudgment interest on any ill-gotten gains, and to pay civil
monetary penalties.
THE DEFENDANTS
12. Ian O. Mausner, age 64, resides in San Diego, CA.  Mausner previously
founded and operated J.S. Oliver Capital Management, L.P. (“J.S. Oliver”), an
investment adviser registered with the Commission from 2004 until its revocation in
2016.  As set forth below, on June 17, 2016, the Commission issued an Order
Imposing Remedial Sanctions against Mausner and J.S. Oliver for engaging in
fraudulent misconduct, and following an appeal and settlement, on May 16, 2019, the
Commission issued an Order Making Findings and Imposing Remedial Sanctions and
a Cease-and-Desist Order against Mausner and J.S. Oliver for engaging in fraudulent
misconduct.  In The Matter of J.S. Oliver Capital Management, L.P., et al., AP File
No. 3-15446, Release Nos. 10100, 78098, 4431, and 32152, 2016 SEC LEXIS 2157
(June 17, 2016), Release Nos. 10639, 85880, 5236, and 33476, 2019 SEC LEXIS
1169 (May 16, 2019).  Mausner previously held series 3, 5, 15, 17, 24, 63, and 65
securities licenses, and from 1985 through 2004 was a registered representative with
several registered broker dealers.  Mausner was the principal, member, manager, and
owner of Evolution.
13. Evolution Lending, LLC is a dissolved Nevada limited liability
company that was formed on July 12, 2011, with its principal place of business in
Reno, Nevada.  According to the Fund’s Private Placement Memorandum (“PPM”),
Evolution was the Fund’s general partner and Mausner was Evolution’s principal.
On October 6, 2015, Evolution applied, as an investment business, for foreign
company registration in California and it was granted.  On December 4, 2020,
Mausner canceled the company’s California registration.  As of August 6, 2021,

5

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Evolution no longer had any known, active bank accounts, having transferred the
funds to bank accounts controlled by Mausner and in his name.  Evolution has never
been registered with the Commission in any capacity.
RELATED ENTITY
14. The Cryptocurrency Growth Fund L.P. is an active California limited
partnership and private fund founded and managed by Mausner, with its principal
place of business in Manhattan Beach, CA.  The Fund’s PPM is dated December
2017, and the limited partnership was formed on January 26, 2018.  The Fund has
never been registered with the Commission in any capacity.
THE ALLEGATIONS
A. Mausner’s Disciplinary History and Investment Industry Bar
15. On August 30, 2013, the Commission instituted public administrative
and cease-and-desist proceedings in In The Matter of J.S. Oliver Capital
Management, L.P., et al., AP File No. 3-15446, Release Nos. 9446, 70292, 3658, and
30682, 2013 SEC LEXIS 2584 (Aug. 30, 2013), alleging misconduct by Mausner and
J.S. Oliver (collectively, the “Respondents”) for engaging in two distinct schemes:
fraudulent trade allocation by “cherry-picking” favorable trades for J.S. Oliver’s
affiliated hedge fund clients to the detriment of other unfavored client accounts, and
failures of disclosure with respect to the use of client commission credits.
16. Following an evidentiary hearing, the administrative law judge issued an
Initial Decision on August 5, 2014, finding Mausner liable for the misconduct
alleged, and the Commission later affirmed that liability finding in a June 17, 2016,
opinion.  Id., Release Nos. 10100, 78098, 4431, and 32152, 2016 SEC LEXIS 2157
(June 17, 2016).  In that same opinion, the Commission: (i) ordered that Respondents
cease and desist from committing or causing any future violations of Section 17(a) of
the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and
Sections 204, 206(1), 206(2), 206(4), and 207 of Advisers Act, and Rules 204-
1(a)(2), 204-2(a)(3), 204-2(a)(7), 206(4)-7, and 206(4)-8 thereunder; (ii) barred

6

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Mausner from association with any broker, dealer, investment adviser, municipal
securities dealer, municipal advisor, transfer agent, or nationally recognized statistical
rating organization; (iii) revoked the investment adviser registration of J.S. Oliver;
and (iv) ordered Respondents to pay disgorgement and civil penalties (“J.S. Oliver
Order 1”).  Id.
17. On August 15, 2016, Respondents appealed the Commission’s opinion
to the United States Court of Appeals for the Ninth Circuit, which on July 13, 2018,
remanded the case to the Commission for rehearing.
18. Thereafter, Respondents waived rehearing and submitted an Offer of
Settlement, which the Commission accepted, and on May 16, 2019, the Commission
issued an administrative order: (i) prohibiting Respondents from committing or
causing any future violations of the same Securities Act, Exchange Act, and Advisers
Act provisions mentioned above; (ii) barring Mausner from association with any
broker, dealer, investment adviser, municipal securities dealer, municipal advisor,
transfer agent, or nationally recognized statistical rating organization; (iii) prohibiting
Mausner from serving or acting as an employee, officer, director, member of an
advisory board, investment adviser or depositor of, or principal underwriter for, a
registered investment company or affiliated person of such investment adviser,
depositor, or principal underwriter; and (iv) imposing disgorgement obligations on
Mausner (“J.S. Oliver Order 2”).  In The Matter of J.S. Oliver Capital Management,
L.P., et al., AP File No. 3-15446, Release Nos. 10639, 85880, 5236, and 33476, 2019
SEC LEXIS 1169 (May 16, 2019).
19. J.S. Oliver Order 2 also made a number of specific findings related to
Mausner.  For example, it found that Mausner, while at J.S. Oliver, had
disproportionately allocated favorable stock trades to certain client accounts (i.e., he
engaged in “cherrypicking”), ultimately harming unfavored clients by approximately
$10.7 million, and benefitting Mausner, who made money on fees and through prior
investments in the favored accounts.  In The Matter of J.S. Oliver Capital

7

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Management, L.P., et al., AP File No. 3-15446, Release Nos. 10639, 85880, 5236,
and 33476, 2019 SEC LEXIS 1169 (May 16, 2019).  J.S. Oliver Order 2 further
found that Mausner misused the money that was accrued from trading commissions
paid by J.S. Oliver clients (known as “soft dollars”); specifically, he had used soft
dollars to pay his ex-wife pursuant to his personal obligations in a divorce settlement,
inflated rent payments to a company that he himself owned, and maintenance fees on
Mausner’s personal timeshare property, all without disclosing such payments.  Id.
B. Mausner and Evolution Establish the Fund
20. Despite Mausner’s prior disciplinary history and his investment industry
bar, at all relevant times, Mausner and Evolution served as investment advisers within
the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. §§ 80b-2(a)11)].
That is, they both, for compensation, engaged in the business of advising others,
either directly or through publications and writings, as to the value of securities or as
to the advisability of investing in, purchasing or selling securities.
21. Specifically, in or around February 2018, Mausner began selling limited
partnership interests to potential investors in the Fund.  The PPM, which Mausner
emailed to investors, listed Evolution as the general partner and noted that Evolution
had “discretion to invest in a broad and wide variety of investment opportunities that
stand to benefit directly or indirectly from the expanding cryptocurrency industry and
related business opportunities.”
22. The PPM also listed Mausner as Evolution’s principal, and stated that
“[i]n making investment decisions,” Fund investors would have to “rely on the advice
and analysis of the General Partner rather than any specific objective criteria.”
23. From around December 2020 to January 2022, Mausner sold limited
partnership interests in the Fund to approximately 11 investors, receiving in exchange
capital contributions totaling about $413,000.
24. Mausner controlled the funds that these investors contributed to the Fund
as capital.  Indeed, Mausner—as its principal and owner—exerted total control over

8

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Evolution, including having sole control over Evolution’s bank accounts and
investment decisions.
25. According to the PPM, investors were required to pay Evolution “a
quarterly management fee . . . equal to 0.50% (2% annually)” of total commitments to
the Fund, as well as a “performance fee equal to 20% of the profits earned for each
calendar year.”
C. Violations of the Antifraud Provisions:  Misrepresentations and
Scheme Liability
1. Defendants’ False and Misleading Statements to Investors
a. False and misleading statements about Mausner’s
disciplinary history
26. Mausner, whose conduct is imputed to Evolution, offered and sold
limited partnership interests in the Fund based, in part, on representations that he
made to investors in the PPM.
27. Mausner emailed the PPMs directly to prospective Fund investors, and
investors executed subscription agreements to purchase interests in the Fund.
Mausner countersigned those agreements—which incorporated the PPM’s terms and
conditions—as Evolution’s Manager.
28. Mausner, as the principal, owner, and manager of Evolution who exerted
total control over the entity, was the maker of the statements in the PPM because he
had ultimate authority over the content of the PPM and whether and how the PPM
was communicated to prospective Fund investors.
29. The PPM contained materially false and misleading statements.  For
example, it highlighted the fact that Mausner had more than 30 years of experience in
the advisory business, founded J.S. Oliver, and had held prominent positions in the
financial advisory and money management industry.  These statements were
materially misleading because they failed to disclose Mausner’s disciplinary history
for fraudulent conduct, as laid out in J.S. Oliver Order 1 and J.S. Oliver Order 2.

9

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
30. Additionally, while the PPM represented that Mausner was the principal
of Evolution, it failed to disclose that in 2016, the Commission barred Mausner from
associating with any investment adviser or acting as an investment adviser.
31. Mausner, whose conduct is imputed to Evolution, also made materially
false and misleading statements outside of the PPM, as he failed to disclose his
disciplinary history to investors when advising and reassuring them regarding their
investments, and when actually confronted about his disciplinary history.
32. For example, in May 2022, when an investor confronted Mausner via
text that he had been barred by the SEC from acting as a broker or investment
adviser, Mausner falsely responded: “I won my case with the SEC in the Supreme
Court.  It was expunged.”  Mausner also falsely told the investor: “True that I can’t
work for a firm but I can for myself.  But read the settlement agreement!  Won the
Supreme Court outright and settled remainder with no admission of wrong doing.”
33. The statements that Mausner made to this investor were materially false
and misleading because the J.S. Oliver case never reached the Supreme Court of the
United States, was never expunged, and concluded with a settled Commission order
finding that Mausner had engaged in securities and investment advisor fraud, and
barring him from the securities industry.
b. False and misleading statements about the handling of
funds
34. Mausner also made statements in the PPM that were materially false and
misleading with respect to how Evolution would use investor funds.  Specifically, the
PPM represented that the Fund sought to create a portfolio “to benefit from the rapid
growth and burgeoning acceptance of cryptocurrencies” and the Fund would hold
these crypto assets for the Fund’s benefit at “Coinbase,” a crypto asset trading
platform.
35. In April 2021, Mausner supplemented the representations he made in the
PPM regarding Coinbase serving as the custodian when he told an investor via email

10

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
that the Fund’s crypto assets were being held by “Robinhood, Bitstamp, and
Coinbase . . . the primary ‘custody’ agents in the crypto world.”
36. Together, these statements that Mausner made to the investor regarding
the use of investor funds were materially false and misleading because the Fund
never held any assets, let alone any crypto assets, in accounts at Coinbase,
Robinhood, or Bitstamp, for the benefit of the Fund.
2. Defendants Engaged in a Scheme to Defraud
37. Mausner, whose conduct again is imputed to Evolution, not only made
materially false and misleading statements to the Fund investors, he also engaged in a
scheme to defraud in which he raised hundreds of thousands of dollars: (i) when
concealing the fact that J.S. Oliver Order 1 and J.S. Oliver Order 2 had found that
Mausner perpetrated inter alia a $10 million cherry-picking scheme at his prior
advisory firm and accordingly barred him from the investment advisory industry; (ii)
through misrepresenting that Fund assets would be invested in crypto assets held for
the benefit of the Fund at well-known trading platforms; and (iii) by disseminating
these false and misleading statements to investors.
38. In furtherance of their scheme, Defendants engaged in further deceptive
acts when commingling the Fund’s assets in a group of bank accounts that Mausner
controlled, namely Evolution’s bank accounts and Mausner’s own personal bank
accounts.  As a result, these bank accounts contained both investor money and money
from sources completely unrelated to the Fund.
39. For example:
(a) At Mausner’s direction, an investor wired $150,000 to Evolution’s
Pacific Premier Bank account on December 28, 2020, which account contained
money unrelated to the Fund.
(b) At Mausner’s direction, an investor wired $55,000 to Mausner’s
personal U.S. Bank account on October 14, 2021, which account contained money
unrelated to the Fund.

24

11

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(c) At Mausner’s direction, an investor wired $20,000 to Evolution’s
U.S. Bank account on July 1, 2021, which account contained money unrelated to the
Fund.
(d) At Mausner’s direction, an investor wired $10,000 to Mausner’s
personal Comerica Bank account on January 18, 2022, which account contained
money unrelated to the Fund.
40. By August 2021, Mausner had moved all the funds in Evolution’s bank
accounts—which still had investor capital contributions—to Mausner’s personal bank
accounts.
D. Defendants’ Commingling of Investor Funds Violated Their
Fiduciary Duties as Investment Advisers
41. As set forth above, at all relevant times, Mausner and Evolution were
investment advisers within the meaning of Section 202(a)(11) of the Advisers Act [15
U.S.C. §§ 80b-2(a)11)], since they both, for compensation, engaged in the business of
advising others—in this case a pooled investment vehicle—either directly or through
publications and writings, as to the value of securities or as to the advisability of
investing in, purchasing or selling securities.  Specifically:
(a) The PPM made it clear that Defendants advised the Fund on its
investments, explicitly stating that: “In making investment decisions, the [Fund] will
rely on the advice and analysis of [Evolution] rather than any specific objective
criteria.”  As such, Evolution and Mausner, as Evolution’s principal, owner and
manager, advised on—and was responsible for making—portfolio management and
investment decisions on behalf of the Fund.
(b) The Fund was a pooled investment vehicle because it held itself
out as being primarily engaged in the business of investing in securities.
(c) Further, Defendants were entitled to fees for their investment
adviser services on behalf of the Fund, and Mausner also received compensation as
principal, owner, and manager of Evolution.

24

12

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
42. As investment advisers, Defendants owed to the Fund a fiduciary duty of
utmost good faith and full and fair disclosure of all material facts.  The Defendants
also had an affirmative obligation to employ reasonable care to avoid misleading the
Fund.  Indeed, even the PPM assured investors that Evolution would “act in good
faith and in the best interest of the [Fund], pursuant to its fiduciary duty.”
43. Despite these fiduciary duties and obligations, Mausner knowingly,
recklessly, and negligently commingled the Fund’s assets in both Evolution’s and
Mausner’s own bank accounts, creating an undisclosed conflict of interest, and—
through Evolution and separately—made material misrepresentations and omissions
to Fund investors, in violation of their duties.
E. The False and Misleading Statements Defendants Made Were
Material
44. Mausner and Evolution’s false and misleading statements to investors
were material.
45. A reasonable investor would have considered it important when making
an investment decision to know that Mausner’s “30 years of experience” included a
disciplinary history for fraudulent conduct, including his being barred from
associating with any investment adviser or acting as an investment adviser.
46. A reasonable investor also would have considered it important when
making an investment decision to know that that their money was not being used for
the crypto asset-related investment purpose specified in the PPM.
47. A reasonable investor would also have considered it important when
making an investment decision to know that the Fund did not hold any crypto assets
at the crypto asset trading platform specified in the PPM, or any other platform
Mausner told them would be used as the custodian.
48. Finally, a reasonable investor would have considered it important to
know when making an investment decision that their funds were being commingled

24

13

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
with Evolution’s and Mausner’s bank accounts, where deposits of money unrelated to
the Fund and withdrawals of money unrelated to the Fund were made.
F. Defendants Acted with Scienter and Their Conduct was Negligent
49. Mausner knew, or was reckless in not knowing, that his and Evolution’s
aforementioned statements to investors were materially false and misleading.
Further, in making these statements, Mausner failed to behave with the level of care
that a reasonable person would have exercised under the same circumstances, and
was thus negligent.  Mausner’s state of mind and negligent conduct are imputed to
Evolution.
50. Further, Mausner knew, or was reckless for not knowing, that
commingling investor funds with non-investor funds created a conflict of interest and
violated his fiduciary duties to the Fund.  By commingling investor funds in this way,
Mausner failed to behave with the level of care that a reasonable person would have
exercised under the same circumstances, and his conduct was therefore negligent.
Mausner’s state of mind and negligent conduct are imputed to Evolution.
51. Mausner’s scienter and failure to act reasonably under the circumstances
is demonstrated, in part, by the following:
(a) Even though J.S. Oliver Order 1 and J.S. Oliver Order 2
prohibited him from committing further violations of the federal securities laws and
serving as/associating with an investment adviser, Mausner continued to do all these
things as described above.
(b) When an investor confronted Mausner via text about his past
disciplinary history, Mausner falsely told the investor that he had won the J.S. Oliver
case at the Supreme Court, resulting in the case being expunged, when in reality he
had recently entered into a settlement barring him from the securities industry.
(c) Mausner falsely told an investor that the Fund’s crypto assets were
stored on various crypto asset trading platforms, even though he knew that Evolution
did not hold any crypto assets on the platforms.

24

14

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(d) Mausner deliberately commingled investor money with unrelated
funds, including personal funds and, over time, moved all the money in Evolution’s
bank accounts to Mausner’s personal bank accounts.
G. Registration Violations: Sections 5(a) and 5(c) of the Securities Act
52. The limited partnership interests in the Fund that defendants offered and
sold are securities.
53. The investors committed money to purchase limited partnership interests
in the Fund.
54. Mausner pooled the investor funds into several bank accounts that he
controlled.
55. Investors relied on Mausner to invest their funds and had no expectation
that they would be required to participate in efforts to generate the returns.
56. In fact, the Fund’s PPM stated that Evolution would “exclusively” make
“[a]ll decisions regarding the management and affairs of the Partnership” and that
“the success of the Partnership for the foreseeable future depends solely on the
abilities of [Evolution].”
57. As set forth above, Mausner also misleadingly touted his extensive
trading acumen and strategy to generate profits and represented that he would make
all investment decisions for the Fund.
58. No registration statements were filed with the Commission in connection
with the Fund offering, and no exemptions to the registration requirement applied to
the Fund offering, as Defendants:
(a) engaged in a general solicitation when offering shares of the Fund;
(b) offered and sold securities to investors in multiple states; and
(c) failed to take reasonable steps to verify whether investors were
accredited.
59. Even if they had done all these things, Mausner was disqualified from
participating in a registered offering because he was a “bad actor”—pursuant to Rule

24

15

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
506 of Regulation D under the Securities Act—based on J.S. Oliver Order 1 and J.S.
Oliver Order 2.  Nevertheless, Mausner used his control and authority over Evolution
to substantially assist in the unregistered offering.
FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against All Defendants)
60. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
61. In connection with the purchase or sale of securities, Defendants
engaged in a scheme to defraud and made material misstatements, false statements,
and omissions to investors.  Specifically, Defendants touted Mausner’s 30 years’
experience in the investment industry while leaving out his disciplinary history and
the fact that he was barred from the investment industry, made false and misleading
statements about investments in and storage of crypto assets for the benefit of the
Fund, disseminated the false and misleading statements to investors via texts and
emails, and commingled investor money with money unrelated to the Fund in both
Evolution’s and Mausner’s bank accounts.
62. By engaging in the conduct described above, Defendants, with scienter,
and each of them, directly or indirectly, in connection with the purchase or sale of a
security, and by the use of means or instrumentalities of interstate commerce, of the
mails, or of the facilities of a national securities exchange:  (a) employed devices,
schemes, or artifices to defraud; (b) made untrue statements of a material fact or
omitted to state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading; or (c)
engaged in acts, practices, or courses of business which operated or would operate as
a fraud or deceit upon other persons.
63. By engaging in the conduct described above, Defendants each violated,

24

16

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
and unless restrained and enjoined will continue to violate, Section 10(b) of the
Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a) of the Securities Act
(Against All Defendants)
64. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
65. In connection with the purchase or sale of securities, Defendants
engaged in a scheme to defraud and made material misstatements, false statements,
and omissions to investors.  Specifically, Defendants touted Mausner’s 30 years’
experience in the investment industry while leaving out his disciplinary history and
the fact that he was barred from the investment industry, made false and misleading
statements about investments in and storage of crypto assets for the benefit of the
Fund, disseminated the false and misleading statements to investors via texts and
emails, and commingled investor money with money unrelated to the Fund in both
Evolution’s and Mausner’s bank accounts.
66. By engaging in the conduct described above, Defendants, directly or
indirectly, in the offer or sale of securities by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails
(a) employed devices, schemes, or artifices to defraud; (b) obtained money or
property by means of untrue statements of a material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; or (c) engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
67. Defendants, with scienter, employed devices, schemes, or artifices to
defraud; and Defendants, with scienter and negligence, obtained money or property

24

17

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
by means of untrue statements of material fact or by omitting to state a material fact
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and engaged in transactions, practices, or
courses of business which operated or would operate as a fraud or deceit upon the
purchaser.
68. By engaging in the conduct described above, Defendants each violated,
and unless restrained and enjoined will continue to violate, Section 17(a) of the
Securities Act, 15 U.S.C. § 77q(a).
THIRD CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Against All Defendants)
69. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
70. Defendants participated in the offer and sale of securities, that is, limited
partnership interests in the Fund, and communicated with investors via email and
text.  The offer and sale of such securities were not registered with the SEC, and no
exemption applied.
71. By engaging in the conduct described above, Defendants, and each of
them, directly or indirectly, singly and in concert with others, made use of the means
or instruments of transportation or communication in interstate commerce, or of the
mails, to offer to sell or to sell securities, or carried or caused to be carried through
the mails or in interstate commerce, by means or instruments of transportation,
securities for the purpose of sale or for delivery after sale, when no registration
statement had been filed or was in effect as to such securities, and when no
exemption from registration was applicable.
72. By engaging in the conduct described above, Defendants each violated,
and unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of

24

18

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c).
FOURTH CLAIM FOR RELIEF
Fraud by an Investment Adviser
Violations of Sections 206(1) and 206(2) of the Advisers Act
(Against All Defendants)
73. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
74. Defendants, while acting as investment advisers within the meaning of
Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)], breached their
fiduciary duties to the Fund by making materially false and misleading statements
and by failing to disclose material information and conflicts of interest related to the
Fund.  Specifically, they failed to disclose Mausner’s disciplinary history when
touting his expertise, made material misrepresentations about investments in and
storage of crypto assets for the benefit of the Fund, and commingled investor money
with money unrelated to the Fund in both Evolution’s and Mausner’s bank accounts.
75. By engaging in the conduct described above, Defendants, each of them,
directly or indirectly, by use of the mails or means and instrumentalities of interstate
commerce: (a) knowingly and/or recklessly employed or are employing devices,
schemes or artifices to defraud clients or prospective clients; and (b) knowingly,
recklessly, and/or negligently engaged in or are engaging in transactions, practices, or
courses of business which operated as a fraud or deceit upon clients or prospective
clients.
76. By engaging in the conduct described above, Defendants Mausner and
Evolution each violated, and unless retrained and enjoined, will continue to violate,
Section 206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)].

24

19

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
FIFTH CLAIM FOR RELIEF
Fraud Involving a Pooled Investment Vehicle
Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder
(Against All Defendants)
77. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
78. Defendants, while acting as investment advisers within the meaning of
Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)], repeatedly
defrauded investors in the Fund by failing to disclose Mausner’s disciplinary history
when touting his expertise, making false and misleading statements about
investments in and storage of crypto assets for the benefit of the Fund, and
commingling investor money with money unrelated to the Fund in both Evolution’s
and Mausner’s bank accounts.
79. By engaging in the conduct described above, Defendants Mausner and
Evolution, and each of them, directly or indirectly, while acting as an investment
adviser to a pooled investment vehicle, and by use of the mails or means or
instrumentalities of interstate commerce: (a) made untrue statements of a material
fact or omitted to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which there were made, not misleading,
to any investor or prospective investor in the pooled investment vehicle; or (b)
engaged in acts, practices, or courses of business that were fraudulent, deceptive, or
manipulative with respect to any investor or prospective investor in the pooled
investment vehicle.
80. By engaging in the conduct described above, Defendants Mausner and
Evolution each violated, and unless restrained and enjoined, will continue to violate,
Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8
thereunder [17 C.F.R. § 275.206(4)-8].

24

20

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 10(b) of the Exchange Act and Rule
10b-5(b) Thereunder
(Against Mausner)
81. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
82. Mausner exerted ultimate authority over the content of the PPM and
whether and how the PPM was communicated and disseminated to prospective Fund
investors.  Mausner also received, controlled, and commingled Fund assets.
83. Thus, in the alternative, by engaging in the conduct described above,
Mausner knowingly or recklessly provided substantial assistance that aided and
abetted, pursuant to Section 20(e) of the Exchange Act, Evolution’s violations of
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder
[17 C.F.R. § 240.10b-5], as alleged above.
84. By engaging in the conduct described above, Mausner aided and abetted,
and unless enjoined will continue to aid and abet, violations of Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5].
SEVENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 17(a) of the Securities Act
(Against Mausner)
85. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
86. Mausner exerted ultimate authority over the content of the PPM and
whether and how the PPM was communicated and disseminated to prospective Fund
investors.  Mausner also received, controlled, and commingled Fund assets.
87. Thus, in the alternative, by engaging in the conduct described above,
Mausner knowingly or recklessly provided substantial assistance that aided and

24

21

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
abetted, pursuant to Section 15(b) of the Securities Act, Evolution’s violations of
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], as alleged above.
88. By engaging in the conduct described above, Mausner aided and abetted,
and unless enjoined will continue to aid and abet, violations of Section 17(a) of the
Securities Act [15 U.S.C. § 77q(a)].
EIGHTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 5(a) and 5(c) of the Securities Act
(Against Mausner)
89. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
90. Mausner exerted ultimate authority over the content of the PPM and
whether and how the PPM was communicated and disseminated to prospective Fund
investors.  Mausner also received, controlled, and commingled Fund assets.
91. Thus, in the alternative, by engaging in the conduct described above,
Mausner knowingly or recklessly provided substantial assistance that aided and
abetted, pursuant to Section 15(b) of the Securities Act, Evolution’s violations of
Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)], as
alleged above.
92. By engaging in the conduct described above, Mausner aided and abetted,
and unless enjoined will continue to aid and abet, violations of Sections 5(a) and 5(c)
of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)].
NINTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Sections 206(1) and 206(2) of the Advisers Act
(Against Mausner)
93. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
94. Mausner exerted ultimate authority over the content of the PPM and
whether and how the PPM was communicated and disseminated to prospective Fund

24

22

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
investors.  Mausner also received, controlled, and commingled Fund assets.
95. Thus, in the alternative, by engaging in the conduct described above,
Mausner knowingly or recklessly provided substantial assistance that aided and
abetted, pursuant to Section 209(f) of the Advisers Act, Evolution’s violations of
Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)],
as alleged above.
96. By engaging in the conduct described above, Mausner has aided and
abetted, and unless enjoined will continue to aid and abet, violations of Sections
206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)].
TENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 206(4) of the Advisers Act and Rule
206(4)-8 Thereunder
(Against Mausner)
97. The SEC realleges and incorporates by reference paragraphs 1 through
59 above.
98. Mausner exerted ultimate authority over the content of the PPM and
whether and how the PPM was communicated and disseminated to prospective Fund
investors.  Mausner also received, controlled, and commingled Fund assets.
99. Thus, in the alternative, by engaging in the conduct described above,
Mausner knowingly or recklessly provided substantial assistance that aided and
abetted, pursuant to Section 209(f) of the Advisers Act, Evolution’s violations of
Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8
thereunder [17 C.F.R. § 275.206(4)-8], as alleged above.
100. By engaging in the conduct described above, Mausner has aided and
abetted, and unless enjoined will continue to aid and abet, violations of Section
206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17
C.F.R. § 275.206(4)-8].

24

23

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Mausner and Evolution, and their
officers, agents, servants, employees, and attorneys, and those persons in active
concert or participation with any of them, who receive actual notice of the judgment
by personal service or otherwise, and each of them, from violating Sections 5(a), 5(c),
and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)], and Section
10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5], and Sections 206(1),  206(2), and 206(4) of the Advisers Act
[15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4)] Rule 206(4)-8 thereunder [17 C.F.R. §
275.206(4)-8].
III.
Order Defendants Mausner and Evolution, jointly and severally, to disgorge all
funds received from their illegal conduct, together with prejudgment interest thereon,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§
78u(d)(3); 78u(d)(5) and 78u(d)(7)].
IV.
Order Defendants Mausner and Evolution to pay civil penalties under Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act
[15 U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-
9(e)], for their violations of the federal securities laws, and Mausner’s violation of
J.S. Oliver Order 1 and J.S. Oliver Order 2.

24

24

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
V.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  June 23, 2025 /s/ Daniel S. Lim
Daniel S. Lim
Attorney for Plaintiff
Securities and Exchange Commission

24

1  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

DANIEL S. LIM (Cal. Bar No. 292406) 
Email: [email protected]  
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
Brent Wilner, Associate Director 
Douglas M. Miller, Supervisory Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

IAN O. MAUSNER and EVOLUTION 
LENDING, LLC,  

Defendants. 
 

 Case No.  
 
COMPLAINT 
 
JURY TRIAL DEMANDED  

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”) 

alleges: 

JURISDICTION AND VENUE 

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

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the Securities 

Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 78u(d)(3)(A), 

78u(e) & 78aa(a), and Sections 209(d), 209(e)(1) and 214 of the Investment Advisers 

Act of 1940 (“Advisers Act”), 15 U.S.C. §§ 80b-9(d), 80b-9(e)(1) & 90b-14. 

2. Defendants have, directly or indirectly, made use of the means or 

'25CV1591 VETBTM

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.1     Page 1 of 24



 

 2  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices, and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

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

Section 214 of the Advisers Act, 15 U.S.C. § 80b-14, because certain of the 

transactions, acts, practices and courses of conduct constituting violations of the 

federal securities laws occurred within this district.  In addition, venue is proper in 

this district because Defendant Ian O. Mausner (“Mausner”) resides in this district. 

SUMMARY 

4. From no later than December 2020 through at least January 2022, 

Mausner—a recidivist who previously had a SEC cease-and-desist order and 

industry/associational bar issued against him due to securities law violations—and 

Evolution Lending, LLC, an entity that Mausner controlled (“Evolution”) 

(collectively, “Defendants”), defrauded investors in connection with an unregistered 

offering of limited partnership interests in a pooled investment vehicle that they 

called the Cryptocurrency Growth Fund L.P. (the “Fund”).  In total, Mausner and 

Evolution raised approximately $413,000 from at least 11 investors across multiple 

states.   

5. Defendants sold interests in the Fund through false and misleading 

statements and omissions regarding Mausner’s disciplinary history and crypto asset-

related investments.  For example, they informed investors that Mausner was the 

principal of Evolution and had “30 years of experience in the financial advisory and 

money management industry,” but conveniently failed to mention that the SEC had 

previously barred him from the securities industry.  Further, they told investors that 

the Fund would invest in crypto assets and hold them at specific crypto asset trading 

platforms; however, Defendants never held any Fund-related assets on those 

platforms.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.2     Page 2 of 24



 

 3  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

6. In addition to making false and misleading representations, Defendants 

also deposited the money that investors contributed to the Fund to Evolution’s bank 

accounts and Mausner’s personal bank accounts, mixing—or commingling—Fund 

assets with completely unrelated assets in the process.   

7. Throughout this period, Defendants, each acting as an investment 

adviser under Section 202(a)(11) of the Advisers Act, 15 U.S.C. §80b-2(a)(11), 

received ill-gotten management and performance fees for services that they promised, 

but never provided.  In so doing, Mausner not only violated the antifraud provisions 

of the securities laws, he also violated the aforementioned industry/associational bar 

by acting as an investment adviser.   

8. In addition to violating the antifraud provisions of the Exchange Act and 

Securities Act, Defendants’ false and misleading statements and commingling of 

investor funds breached their fiduciary duties to the Fund as investment advisers, 

including their duties of utmost good faith and full and fair disclosure of all material 

facts, and their affirmative obligation to employ reasonable care to avoid misleading 

the Fund, in violation of the Adviser Act’s antifraud provisions.   

9. On top of this, Defendants never registered their fraudulent offering of 

interests in the Fund with the SEC, and no exemptions from the registration 

requirement applied to the offering.  For example, Mausner and Evolution offered 

and sold to individuals they did not know, through general solicitation, and failed to 

verify whether any of the investors were accredited investors.   

10. By engaging in this conduct, Defendants violated Sections 5(a), 5(c) and 

17(a) of the Securities Act, 15 U.S.C. §§ 77e(a), 77e(c), and 77q(a), Section 10(b) of 

the Exchange Act, 15 U.S.C. § 78j(b), Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5, 

Sections 206(1) and 206(2) of the Advisers Act, 15 U.S.C. §§ 80b-6(1) & 80b-6(2), 

and Rule 206(4)-8 thereunder, 17 C.F.R. § 275.206(4)-8.  Alternatively, pursuant to 

Section 15(b) of the Securities Act, Section 20(e) of the Exchange Act, and Section 

209(f) of the Advisers Act, Mausner aided and abetted Evolution in its violation of 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.3     Page 3 of 24



 

 4  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

these securities laws provisions. 

11. Accordingly, the SEC seeks an order against Defendants permanently 

enjoining them from future violations of these provisions, requiring them to pay 

disgorgement plus prejudgment interest on any ill-gotten gains, and to pay civil 

monetary penalties.  

THE DEFENDANTS 

12. Ian O. Mausner, age 64, resides in San Diego, CA.  Mausner previously 

founded and operated J.S. Oliver Capital Management, L.P. (“J.S. Oliver”), an 

investment adviser registered with the Commission from 2004 until its revocation in 

2016.  As set forth below, on June 17, 2016, the Commission issued an Order 

Imposing Remedial Sanctions against Mausner and J.S. Oliver for engaging in 

fraudulent misconduct, and following an appeal and settlement, on May 16, 2019, the 

Commission issued an Order Making Findings and Imposing Remedial Sanctions and 

a Cease-and-Desist Order against Mausner and J.S. Oliver for engaging in fraudulent 

misconduct.  In The Matter of J.S. Oliver Capital Management, L.P., et al., AP File 

No. 3-15446, Release Nos. 10100, 78098, 4431, and 32152, 2016 SEC LEXIS 2157 

(June 17, 2016), Release Nos. 10639, 85880, 5236, and 33476, 2019 SEC LEXIS 

1169 (May 16, 2019).  Mausner previously held series 3, 5, 15, 17, 24, 63, and 65 

securities licenses, and from 1985 through 2004 was a registered representative with 

several registered broker dealers.  Mausner was the principal, member, manager, and 

owner of Evolution.   

13. Evolution Lending, LLC is a dissolved Nevada limited liability 

company that was formed on July 12, 2011, with its principal place of business in 

Reno, Nevada.  According to the Fund’s Private Placement Memorandum (“PPM”), 

Evolution was the Fund’s general partner and Mausner was Evolution’s principal.  

On October 6, 2015, Evolution applied, as an investment business, for foreign 

company registration in California and it was granted.  On December 4, 2020, 

Mausner canceled the company’s California registration.  As of August 6, 2021, 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.4     Page 4 of 24



 

 5  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Evolution no longer had any known, active bank accounts, having transferred the 

funds to bank accounts controlled by Mausner and in his name.  Evolution has never 

been registered with the Commission in any capacity.   

RELATED ENTITY 

14. The Cryptocurrency Growth Fund L.P. is an active California limited 

partnership and private fund founded and managed by Mausner, with its principal 

place of business in Manhattan Beach, CA.  The Fund’s PPM is dated December 

2017, and the limited partnership was formed on January 26, 2018.  The Fund has 

never been registered with the Commission in any capacity.    

THE ALLEGATIONS 

A. Mausner’s Disciplinary History and Investment Industry Bar 

15. On August 30, 2013, the Commission instituted public administrative 

and cease-and-desist proceedings in In The Matter of J.S. Oliver Capital 

Management, L.P., et al., AP File No. 3-15446, Release Nos. 9446, 70292, 3658, and 

30682, 2013 SEC LEXIS 2584 (Aug. 30, 2013), alleging misconduct by Mausner and 

J.S. Oliver (collectively, the “Respondents”) for engaging in two distinct schemes: 

fraudulent trade allocation by “cherry-picking” favorable trades for J.S. Oliver’s 

affiliated hedge fund clients to the detriment of other unfavored client accounts, and 

failures of disclosure with respect to the use of client commission credits.   

16. Following an evidentiary hearing, the administrative law judge issued an 

Initial Decision on August 5, 2014, finding Mausner liable for the misconduct 

alleged, and the Commission later affirmed that liability finding in a June 17, 2016, 

opinion.  Id., Release Nos. 10100, 78098, 4431, and 32152, 2016 SEC LEXIS 2157 

(June 17, 2016).  In that same opinion, the Commission: (i) ordered that Respondents 

cease and desist from committing or causing any future violations of Section 17(a) of 

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

Sections 204, 206(1), 206(2), 206(4), and 207 of Advisers Act, and Rules 204-

1(a)(2), 204-2(a)(3), 204-2(a)(7), 206(4)-7, and 206(4)-8 thereunder; (ii) barred 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.5     Page 5 of 24



 

 6  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Mausner from association with any broker, dealer, investment adviser, municipal 

securities dealer, municipal advisor, transfer agent, or nationally recognized statistical 

rating organization; (iii) revoked the investment adviser registration of J.S. Oliver; 

and (iv) ordered Respondents to pay disgorgement and civil penalties (“J.S. Oliver 

Order 1”).  Id.   

17. On August 15, 2016, Respondents appealed the Commission’s opinion 

to the United States Court of Appeals for the Ninth Circuit, which on July 13, 2018, 

remanded the case to the Commission for rehearing. 

18. Thereafter, Respondents waived rehearing and submitted an Offer of 

Settlement, which the Commission accepted, and on May 16, 2019, the Commission 

issued an administrative order: (i) prohibiting Respondents from committing or 

causing any future violations of the same Securities Act, Exchange Act, and Advisers 

Act provisions mentioned above; (ii) barring Mausner from association with any 

broker, dealer, investment adviser, municipal securities dealer, municipal advisor, 

transfer agent, or nationally recognized statistical rating organization; (iii) prohibiting 

Mausner from serving or acting as an employee, officer, director, member of an 

advisory board, investment adviser or depositor of, or principal underwriter for, a 

registered investment company or affiliated person of such investment adviser, 

depositor, or principal underwriter; and (iv) imposing disgorgement obligations on 

Mausner (“J.S. Oliver Order 2”).  In The Matter of J.S. Oliver Capital Management, 

L.P., et al., AP File No. 3-15446, Release Nos. 10639, 85880, 5236, and 33476, 2019 

SEC LEXIS 1169 (May 16, 2019).   

19. J.S. Oliver Order 2 also made a number of specific findings related to 

Mausner.  For example, it found that Mausner, while at J.S. Oliver, had 

disproportionately allocated favorable stock trades to certain client accounts (i.e., he 

engaged in “cherrypicking”), ultimately harming unfavored clients by approximately 

$10.7 million, and benefitting Mausner, who made money on fees and through prior 

investments in the favored accounts.  In The Matter of J.S. Oliver Capital 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.6     Page 6 of 24



 

 7  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Management, L.P., et al., AP File No. 3-15446, Release Nos. 10639, 85880, 5236, 

and 33476, 2019 SEC LEXIS 1169 (May 16, 2019).  J.S. Oliver Order 2 further 

found that Mausner misused the money that was accrued from trading commissions 

paid by J.S. Oliver clients (known as “soft dollars”); specifically, he had used soft 

dollars to pay his ex-wife pursuant to his personal obligations in a divorce settlement, 

inflated rent payments to a company that he himself owned, and maintenance fees on 

Mausner’s personal timeshare property, all without disclosing such payments.  Id.   

B. Mausner and Evolution Establish the Fund 

20. Despite Mausner’s prior disciplinary history and his investment industry 

bar, at all relevant times, Mausner and Evolution served as investment advisers within 

the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. §§ 80b-2(a)11)].  

That is, they both, for compensation, engaged in the business of advising others, 

either directly or through publications and writings, as to the value of securities or as 

to the advisability of investing in, purchasing or selling securities.   

21. Specifically, in or around February 2018, Mausner began selling limited 

partnership interests to potential investors in the Fund.  The PPM, which Mausner 

emailed to investors, listed Evolution as the general partner and noted that Evolution 

had “discretion to invest in a broad and wide variety of investment opportunities that 

stand to benefit directly or indirectly from the expanding cryptocurrency industry and 

related business opportunities.”   

22. The PPM also listed Mausner as Evolution’s principal, and stated that 

“[i]n making investment decisions,” Fund investors would have to “rely on the advice 

and analysis of the General Partner rather than any specific objective criteria.” 

23. From around December 2020 to January 2022, Mausner sold limited 

partnership interests in the Fund to approximately 11 investors, receiving in exchange 

capital contributions totaling about $413,000.   

24. Mausner controlled the funds that these investors contributed to the Fund 

as capital.  Indeed, Mausner—as its principal and owner—exerted total control over 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.7     Page 7 of 24



 

 8  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Evolution, including having sole control over Evolution’s bank accounts and 

investment decisions.   

25. According to the PPM, investors were required to pay Evolution “a 

quarterly management fee . . . equal to 0.50% (2% annually)” of total commitments to 

the Fund, as well as a “performance fee equal to 20% of the profits earned for each 

calendar year.”   

C. Violations of the Antifraud Provisions:  Misrepresentations and 

Scheme Liability  

1. Defendants’ False and Misleading Statements to Investors 

a. False and misleading statements about Mausner’s 

disciplinary history 

26. Mausner, whose conduct is imputed to Evolution, offered and sold 

limited partnership interests in the Fund based, in part, on representations that he 

made to investors in the PPM.   

27. Mausner emailed the PPMs directly to prospective Fund investors, and 

investors executed subscription agreements to purchase interests in the Fund.  

Mausner countersigned those agreements—which incorporated the PPM’s terms and 

conditions—as Evolution’s Manager.   

28. Mausner, as the principal, owner, and manager of Evolution who exerted 

total control over the entity, was the maker of the statements in the PPM because he 

had ultimate authority over the content of the PPM and whether and how the PPM 

was communicated to prospective Fund investors. 

29. The PPM contained materially false and misleading statements.  For 

example, it highlighted the fact that Mausner had more than 30 years of experience in 

the advisory business, founded J.S. Oliver, and had held prominent positions in the 

financial advisory and money management industry.  These statements were 

materially misleading because they failed to disclose Mausner’s disciplinary history 

for fraudulent conduct, as laid out in J.S. Oliver Order 1 and J.S. Oliver Order 2.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.8     Page 8 of 24



 

 9  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

30. Additionally, while the PPM represented that Mausner was the principal 

of Evolution, it failed to disclose that in 2016, the Commission barred Mausner from 

associating with any investment adviser or acting as an investment adviser.   

31. Mausner, whose conduct is imputed to Evolution, also made materially 

false and misleading statements outside of the PPM, as he failed to disclose his 

disciplinary history to investors when advising and reassuring them regarding their 

investments, and when actually confronted about his disciplinary history.   

32. For example, in May 2022, when an investor confronted Mausner via 

text that he had been barred by the SEC from acting as a broker or investment 

adviser, Mausner falsely responded: “I won my case with the SEC in the Supreme 

Court.  It was expunged.”  Mausner also falsely told the investor: “True that I can’t 

work for a firm but I can for myself.  But read the settlement agreement!  Won the 

Supreme Court outright and settled remainder with no admission of wrong doing.”   

33. The statements that Mausner made to this investor were materially false 

and misleading because the J.S. Oliver case never reached the Supreme Court of the 

United States, was never expunged, and concluded with a settled Commission order 

finding that Mausner had engaged in securities and investment advisor fraud, and 

barring him from the securities industry.      

b. False and misleading statements about the handling of 

funds  

34. Mausner also made statements in the PPM that were materially false and 

misleading with respect to how Evolution would use investor funds.  Specifically, the 

PPM represented that the Fund sought to create a portfolio “to benefit from the rapid 

growth and burgeoning acceptance of cryptocurrencies” and the Fund would hold 

these crypto assets for the Fund’s benefit at “Coinbase,” a crypto asset trading 

platform.         

35. In April 2021, Mausner supplemented the representations he made in the 

PPM regarding Coinbase serving as the custodian when he told an investor via email 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.9     Page 9 of 24



 

 10  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

that the Fund’s crypto assets were being held by “Robinhood, Bitstamp, and 

Coinbase . . . the primary ‘custody’ agents in the crypto world.”   

36. Together, these statements that Mausner made to the investor regarding 

the use of investor funds were materially false and misleading because the Fund 

never held any assets, let alone any crypto assets, in accounts at Coinbase, 

Robinhood, or Bitstamp, for the benefit of the Fund.    

2. Defendants Engaged in a Scheme to Defraud 

37. Mausner, whose conduct again is imputed to Evolution, not only made 

materially false and misleading statements to the Fund investors, he also engaged in a 

scheme to defraud in which he raised hundreds of thousands of dollars: (i) when 

concealing the fact that J.S. Oliver Order 1 and J.S. Oliver Order 2 had found that 

Mausner perpetrated inter alia a $10 million cherry-picking scheme at his prior 

advisory firm and accordingly barred him from the investment advisory industry; (ii) 

through misrepresenting that Fund assets would be invested in crypto assets held for 

the benefit of the Fund at well-known trading platforms; and (iii) by disseminating 

these false and misleading statements to investors.     

38. In furtherance of their scheme, Defendants engaged in further deceptive 

acts when commingling the Fund’s assets in a group of bank accounts that Mausner 

controlled, namely Evolution’s bank accounts and Mausner’s own personal bank 

accounts.  As a result, these bank accounts contained both investor money and money 

from sources completely unrelated to the Fund.   

39. For example: 

(a) At Mausner’s direction, an investor wired $150,000 to Evolution’s 

Pacific Premier Bank account on December 28, 2020, which account contained 

money unrelated to the Fund. 

(b) At Mausner’s direction, an investor wired $55,000 to Mausner’s 

personal U.S. Bank account on October 14, 2021, which account contained money 

unrelated to the Fund.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.10     Page 10 of
24



 

 11  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

(c) At Mausner’s direction, an investor wired $20,000 to Evolution’s 

U.S. Bank account on July 1, 2021, which account contained money unrelated to the 

Fund. 

(d) At Mausner’s direction, an investor wired $10,000 to Mausner’s 

personal Comerica Bank account on January 18, 2022, which account contained 

money unrelated to the Fund.   

40. By August 2021, Mausner had moved all the funds in Evolution’s bank 

accounts—which still had investor capital contributions—to Mausner’s personal bank 

accounts.   

D. Defendants’ Commingling of Investor Funds Violated Their 

Fiduciary Duties as Investment Advisers 

41. As set forth above, at all relevant times, Mausner and Evolution were 

investment advisers within the meaning of Section 202(a)(11) of the Advisers Act [15 

U.S.C. §§ 80b-2(a)11)], since they both, for compensation, engaged in the business of 

advising others—in this case a pooled investment vehicle—either directly or through 

publications and writings, as to the value of securities or as to the advisability of 

investing in, purchasing or selling securities.  Specifically:  

(a) The PPM made it clear that Defendants advised the Fund on its 

investments, explicitly stating that: “In making investment decisions, the [Fund] will 

rely on the advice and analysis of [Evolution] rather than any specific objective 

criteria.”  As such, Evolution and Mausner, as Evolution’s principal, owner and 

manager, advised on—and was responsible for making—portfolio management and 

investment decisions on behalf of the Fund.  

(b) The Fund was a pooled investment vehicle because it held itself 

out as being primarily engaged in the business of investing in securities.   

(c) Further, Defendants were entitled to fees for their investment 

adviser services on behalf of the Fund, and Mausner also received compensation as 

principal, owner, and manager of Evolution.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.11     Page 11 of
24



 

 12  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

42. As investment advisers, Defendants owed to the Fund a fiduciary duty of 

utmost good faith and full and fair disclosure of all material facts.  The Defendants 

also had an affirmative obligation to employ reasonable care to avoid misleading the 

Fund.  Indeed, even the PPM assured investors that Evolution would “act in good 

faith and in the best interest of the [Fund], pursuant to its fiduciary duty.”   

43. Despite these fiduciary duties and obligations, Mausner knowingly, 

recklessly, and negligently commingled the Fund’s assets in both Evolution’s and 

Mausner’s own bank accounts, creating an undisclosed conflict of interest, and—

through Evolution and separately—made material misrepresentations and omissions 

to Fund investors, in violation of their duties.  

E. The False and Misleading Statements Defendants Made Were 

Material 

44. Mausner and Evolution’s false and misleading statements to investors 

were material.   

45. A reasonable investor would have considered it important when making 

an investment decision to know that Mausner’s “30 years of experience” included a 

disciplinary history for fraudulent conduct, including his being barred from 

associating with any investment adviser or acting as an investment adviser. 

46. A reasonable investor also would have considered it important when 

making an investment decision to know that that their money was not being used for 

the crypto asset-related investment purpose specified in the PPM.     

47. A reasonable investor would also have considered it important when 

making an investment decision to know that the Fund did not hold any crypto assets 

at the crypto asset trading platform specified in the PPM, or any other platform 

Mausner told them would be used as the custodian.   

48. Finally, a reasonable investor would have considered it important to 

know when making an investment decision that their funds were being commingled 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.12     Page 12 of
24



 

 13  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

with Evolution’s and Mausner’s bank accounts, where deposits of money unrelated to 

the Fund and withdrawals of money unrelated to the Fund were made.        

F. Defendants Acted with Scienter and Their Conduct was Negligent 

49. Mausner knew, or was reckless in not knowing, that his and Evolution’s 

aforementioned statements to investors were materially false and misleading.  

Further, in making these statements, Mausner failed to behave with the level of care 

that a reasonable person would have exercised under the same circumstances, and 

was thus negligent.  Mausner’s state of mind and negligent conduct are imputed to 

Evolution.   

50. Further, Mausner knew, or was reckless for not knowing, that 

commingling investor funds with non-investor funds created a conflict of interest and 

violated his fiduciary duties to the Fund.  By commingling investor funds in this way, 

Mausner failed to behave with the level of care that a reasonable person would have 

exercised under the same circumstances, and his conduct was therefore negligent.  

Mausner’s state of mind and negligent conduct are imputed to Evolution.   

51. Mausner’s scienter and failure to act reasonably under the circumstances 

is demonstrated, in part, by the following:  

(a) Even though J.S. Oliver Order 1 and J.S. Oliver Order 2 

prohibited him from committing further violations of the federal securities laws and 

serving as/associating with an investment adviser, Mausner continued to do all these 

things as described above.   

(b) When an investor confronted Mausner via text about his past 

disciplinary history, Mausner falsely told the investor that he had won the J.S. Oliver 

case at the Supreme Court, resulting in the case being expunged, when in reality he 

had recently entered into a settlement barring him from the securities industry.      

(c) Mausner falsely told an investor that the Fund’s crypto assets were 

stored on various crypto asset trading platforms, even though he knew that Evolution 

did not hold any crypto assets on the platforms.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.13     Page 13 of
24



 

 14  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

(d) Mausner deliberately commingled investor money with unrelated 

funds, including personal funds and, over time, moved all the money in Evolution’s 

bank accounts to Mausner’s personal bank accounts.   

G. Registration Violations: Sections 5(a) and 5(c) of the Securities Act  

52. The limited partnership interests in the Fund that defendants offered and 

sold are securities.   

53. The investors committed money to purchase limited partnership interests 

in the Fund.   

54. Mausner pooled the investor funds into several bank accounts that he 

controlled.   

55. Investors relied on Mausner to invest their funds and had no expectation 

that they would be required to participate in efforts to generate the returns.   

56. In fact, the Fund’s PPM stated that Evolution would “exclusively” make 

“[a]ll decisions regarding the management and affairs of the Partnership” and that 

“the success of the Partnership for the foreseeable future depends solely on the 

abilities of [Evolution].” 

57. As set forth above, Mausner also misleadingly touted his extensive 

trading acumen and strategy to generate profits and represented that he would make 

all investment decisions for the Fund.   

58. No registration statements were filed with the Commission in connection 

with the Fund offering, and no exemptions to the registration requirement applied to 

the Fund offering, as Defendants: 

(a) engaged in a general solicitation when offering shares of the Fund;  

(b) offered and sold securities to investors in multiple states; and 

(c) failed to take reasonable steps to verify whether investors were 

accredited.   

59. Even if they had done all these things, Mausner was disqualified from 

participating in a registered offering because he was a “bad actor”—pursuant to Rule 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.14     Page 14 of
24



 

 15  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

506 of Regulation D under the Securities Act—based on J.S. Oliver Order 1 and J.S. 

Oliver Order 2.  Nevertheless, Mausner used his control and authority over Evolution 

to substantially assist in the unregistered offering. 

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

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

(Against All Defendants) 

60. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

61. In connection with the purchase or sale of securities, Defendants 

engaged in a scheme to defraud and made material misstatements, false statements, 

and omissions to investors.  Specifically, Defendants touted Mausner’s 30 years’ 

experience in the investment industry while leaving out his disciplinary history and 

the fact that he was barred from the investment industry, made false and misleading 

statements about investments in and storage of crypto assets for the benefit of the 

Fund, disseminated the false and misleading statements to investors via texts and 

emails, and commingled investor money with money unrelated to the Fund in both 

Evolution’s and Mausner’s bank accounts. 

62. By engaging in the conduct described above, Defendants, with scienter, 

and each of them, directly or indirectly, in connection with the purchase or sale of a 

security, and by the use of means or instrumentalities of interstate commerce, of the 

mails, or of the facilities of a national securities exchange:  (a) employed devices, 

schemes, or artifices to defraud; (b) made untrue statements of a material fact or 

omitted to state a material fact necessary in order to make the statements made, in the 

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

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

a fraud or deceit upon other persons. 

63. By engaging in the conduct described above, Defendants each violated, 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.15     Page 15 of
24



 

 16  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

and unless restrained and enjoined will continue to violate, Section 10(b) of the 

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

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a) of the Securities Act 

(Against All Defendants) 

64. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

65. In connection with the purchase or sale of securities, Defendants 

engaged in a scheme to defraud and made material misstatements, false statements, 

and omissions to investors.  Specifically, Defendants touted Mausner’s 30 years’ 

experience in the investment industry while leaving out his disciplinary history and 

the fact that he was barred from the investment industry, made false and misleading 

statements about investments in and storage of crypto assets for the benefit of the 

Fund, disseminated the false and misleading statements to investors via texts and 

emails, and commingled investor money with money unrelated to the Fund in both 

Evolution’s and Mausner’s bank accounts. 

66. By engaging in the conduct described above, Defendants, directly or 

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

transportation or communication in interstate commerce or by use of the mails 

(a) employed devices, schemes, or artifices to defraud; (b) obtained money or 

property by means of untrue statements of a material fact or by omitting to state a 

material fact necessary in order to make the statements made, in light of the 

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

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

fraud or deceit upon the purchaser. 

67. Defendants, with scienter, employed devices, schemes, or artifices to 

defraud; and Defendants, with scienter and negligence, obtained money or property 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.16     Page 16 of
24



 

 17  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

by means of untrue statements of material fact or by omitting to state a material fact 

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

which they were made, not misleading, and engaged in transactions, practices, or 

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

purchaser. 

68. By engaging in the conduct described above, Defendants each violated, 

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

Securities Act, 15 U.S.C. § 77q(a). 

THIRD CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

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

(Against All Defendants) 

69. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

70. Defendants participated in the offer and sale of securities, that is, limited 

partnership interests in the Fund, and communicated with investors via email and 

text.  The offer and sale of such securities were not registered with the SEC, and no 

exemption applied.  

71. By engaging in the conduct described above, Defendants, and each of 

them, directly or indirectly, singly and in concert with others, made use of the means 

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

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

the mails or in interstate commerce, by means or instruments of transportation, 

securities for the purpose of sale or for delivery after sale, when no registration 

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

exemption from registration was applicable. 

72. By engaging in the conduct described above, Defendants each violated, 

and unless restrained and enjoined, will continue to violate, Sections 5(a) and 5(c) of 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.17     Page 17 of
24



 

 18  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

the Securities Act, 15 U.S.C. §§ 77e(a) & 77e(c). 

FOURTH CLAIM FOR RELIEF 

Fraud by an Investment Adviser 

Violations of Sections 206(1) and 206(2) of the Advisers Act 

(Against All Defendants) 

73. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

74. Defendants, while acting as investment advisers within the meaning of 

Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)], breached their 

fiduciary duties to the Fund by making materially false and misleading statements 

and by failing to disclose material information and conflicts of interest related to the 

Fund.  Specifically, they failed to disclose Mausner’s disciplinary history when 

touting his expertise, made material misrepresentations about investments in and 

storage of crypto assets for the benefit of the Fund, and commingled investor money 

with money unrelated to the Fund in both Evolution’s and Mausner’s bank accounts.  

75. By engaging in the conduct described above, Defendants, each of them, 

directly or indirectly, by use of the mails or means and instrumentalities of interstate 

commerce: (a) knowingly and/or recklessly employed or are employing devices, 

schemes or artifices to defraud clients or prospective clients; and (b) knowingly, 

recklessly, and/or negligently engaged in or are engaging in transactions, practices, or 

courses of business which operated as a fraud or deceit upon clients or prospective 

clients.  

76. By engaging in the conduct described above, Defendants Mausner and  

Evolution each violated, and unless retrained and enjoined, will continue to violate, 

Section 206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)]. 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.18     Page 18 of
24



 

 19  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

FIFTH CLAIM FOR RELIEF 

Fraud Involving a Pooled Investment Vehicle  

Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder 

(Against All Defendants) 

77. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

78. Defendants, while acting as investment advisers within the meaning of 

Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)], repeatedly 

defrauded investors in the Fund by failing to disclose Mausner’s disciplinary history 

when touting his expertise, making false and misleading statements about 

investments in and storage of crypto assets for the benefit of the Fund, and 

commingling investor money with money unrelated to the Fund in both Evolution’s 

and Mausner’s bank accounts.  

79. By engaging in the conduct described above, Defendants Mausner and 

Evolution, and each of them, directly or indirectly, while acting as an investment 

adviser to a pooled investment vehicle, and by use of the mails or means or 

instrumentalities of interstate commerce: (a) made untrue statements of a material 

fact or omitted to state a material fact necessary in order to make the statements 

made, in the light of the circumstances under which there were made, not misleading, 

to any investor or prospective investor in the pooled investment vehicle; or (b) 

engaged in acts, practices, or courses of business that were fraudulent, deceptive, or 

manipulative with respect to any investor or prospective investor in the pooled 

investment vehicle. 

80. By engaging in the conduct described above, Defendants Mausner and 

Evolution each violated, and unless restrained and enjoined, will continue to violate, 

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 

thereunder [17 C.F.R. § 275.206(4)-8]. 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.19     Page 19 of
24



 

 20  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

SIXTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Sections 10(b) of the Exchange Act and Rule 

10b-5(b) Thereunder  

(Against Mausner) 

81. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

82. Mausner exerted ultimate authority over the content of the PPM and 

whether and how the PPM was communicated and disseminated to prospective Fund 

investors.  Mausner also received, controlled, and commingled Fund assets.   

83. Thus, in the alternative, by engaging in the conduct described above, 

Mausner knowingly or recklessly provided substantial assistance that aided and 

abetted, pursuant to Section 20(e) of the Exchange Act, Evolution’s violations of 

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

[17 C.F.R. § 240.10b-5], as alleged above. 

84. By engaging in the conduct described above, Mausner aided and abetted, 

and unless enjoined will continue to aid and abet, violations of Section 10(b) of the 

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

5]. 

SEVENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 17(a) of the Securities Act  

(Against Mausner) 

85. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above. 

86. Mausner exerted ultimate authority over the content of the PPM and 

whether and how the PPM was communicated and disseminated to prospective Fund 

investors.  Mausner also received, controlled, and commingled Fund assets.       

87. Thus, in the alternative, by engaging in the conduct described above, 

Mausner knowingly or recklessly provided substantial assistance that aided and 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.20     Page 20 of
24



 

 21  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

abetted, pursuant to Section 15(b) of the Securities Act, Evolution’s violations of 

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

88. By engaging in the conduct described above, Mausner aided and abetted, 

and unless enjoined will continue to aid and abet, violations of Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)].   

EIGHTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Sections 5(a) and 5(c) of the Securities Act  

(Against Mausner) 

89. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above.  

90. Mausner exerted ultimate authority over the content of the PPM and 

whether and how the PPM was communicated and disseminated to prospective Fund 

investors.  Mausner also received, controlled, and commingled Fund assets.       

91. Thus, in the alternative, by engaging in the conduct described above, 

Mausner knowingly or recklessly provided substantial assistance that aided and 

abetted, pursuant to Section 15(b) of the Securities Act, Evolution’s violations of 

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

alleged above. 

92. By engaging in the conduct described above, Mausner aided and abetted, 

and unless enjoined will continue to aid and abet, violations of Sections 5(a) and 5(c) 

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

NINTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Sections 206(1) and 206(2) of the Advisers Act  

(Against Mausner) 

93. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above.  

94. Mausner exerted ultimate authority over the content of the PPM and 

whether and how the PPM was communicated and disseminated to prospective Fund 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.21     Page 21 of
24



 

 22  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

investors.  Mausner also received, controlled, and commingled Fund assets.       

95. Thus, in the alternative, by engaging in the conduct described above, 

Mausner knowingly or recklessly provided substantial assistance that aided and 

abetted, pursuant to Section 209(f) of the Advisers Act, Evolution’s violations of 

Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)], 

as alleged above. 

96. By engaging in the conduct described above, Mausner has aided and 

abetted, and unless enjoined will continue to aid and abet, violations of Sections 

206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) & 80b-6(2)].  

TENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Section 206(4) of the Advisers Act and Rule 

206(4)-8 Thereunder 

(Against Mausner) 

97. The SEC realleges and incorporates by reference paragraphs 1 through 

59 above.  

98. Mausner exerted ultimate authority over the content of the PPM and 

whether and how the PPM was communicated and disseminated to prospective Fund 

investors.  Mausner also received, controlled, and commingled Fund assets.       

99. Thus, in the alternative, by engaging in the conduct described above, 

Mausner knowingly or recklessly provided substantial assistance that aided and 

abetted, pursuant to Section 209(f) of the Advisers Act, Evolution’s violations of 

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 

thereunder [17 C.F.R. § 275.206(4)-8], as alleged above. 

100. By engaging in the conduct described above, Mausner has aided and 

abetted, and unless enjoined will continue to aid and abet, violations of Section 

206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 

C.F.R. § 275.206(4)-8].   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.22     Page 22 of
24



 

 23  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Mausner and Evolution, and their 

officers, agents, servants, employees, and attorneys, and those persons in active 

concert or participation with any of them, who receive actual notice of the judgment 

by personal service or otherwise, and each of them, from violating Sections 5(a), 5(c), 

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

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

C.F.R. § 240.10b-5], and Sections 206(1),  206(2), and 206(4) of the Advisers Act 

[15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4)] Rule 206(4)-8 thereunder [17 C.F.R. § 

275.206(4)-8].   

III. 

Order Defendants Mausner and Evolution, jointly and severally, to disgorge all 

funds received from their illegal conduct, together with prejudgment interest thereon, 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 

78u(d)(3); 78u(d)(5) and 78u(d)(7)]. 

IV. 

Order Defendants Mausner and Evolution to pay civil penalties under Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act 

[15 U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-

9(e)], for their violations of the federal securities laws, and Mausner’s violation of 

J.S. Oliver Order 1 and J.S. Oliver Order 2.   

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.23     Page 23 of
24



 

 24  

 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

V. 

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

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

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

motion for additional relief within the jurisdiction of this Court. 

VI. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  June 23, 2025 /s/ Daniel S. Lim 
Daniel S. Lim 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

Case 3:25-cv-01591-BTM-VET     Document 1     Filed 06/23/25     PageID.24     Page 24 of
24