SEC v. Peter Scalise III; and The3rdBevco Inc., No. 2:25-cv-03088, Eastern District of Pennsylvania (June 17, 2025) — Complaint

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IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

SECURITIES AND EXCHANGE
COMMISSION,
:
:
:

Plaintiff,
:
:
Civil Action No.

v. :
:

PETER SCALISE III and THE3RDBEVCO
INC.,
Defendants.
:
:
:
:

 :

COMPLAINT
1. Between 2019 and 2024, Defendants Peter Scalise III (“Scalise”) and
The3rdBevco Inc. (“The3rdBevco” or the “Company”), a beverage company that Scalise
founded, controls, and operates, perpetrated a $3.6 million offering fraud.
2. Defendants misled investors about the use of the investor funds and a potential
collaboration with “Individual 1,” a celebrity described by Defendants as a “Global Superstar
and Music Icon.”
3. Contrary to what investors were told, Scalise misappropriated and misused more
than $856,000 of investor funds, including for personal expenses, such as tuition, mortgage
payments, and landscaping.
4. In addition, in communications to existing investors and potential investors,
Defendants promoted a potential collaboration with Individual 1 on a supposed rum alcohol
product, using Individual 1’s nickname and trademark in its product brand name and using
Individual 1’s name, image, trademark, and music in various promotional materials—all without
authorization.  While Defendants communicated with Individual 1’s brother about an

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arrangement in which he would agree to attempt to facilitate a meeting between Defendants and
Individual 1’s management team, there was never any deal, negotiation, discussion or any other
contact between the Defendants and Individual 1 or Individual 1’s management team.
5. Moreover, Defendants also offered and sold unregistered securities without a
valid exemption from registration.
6. By engaging in the conduct described in this Complaint, Defendants violated,
directly or indirectly, and unless enjoined will continue to violate, Sections 5(a), 5(c), and 17(a)
of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
JURISDICTION AND VENUE
7. The Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C.§§ 78u(d), 78u(e), and 78aa].
8. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15
U.S.C.§§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of the
transactions, acts, practices and courses of conduct constituting violations of the federal
securities laws occurred within this district.  By means of the conduct alleged in this Complaint,
Defendants defrauded at least one victim who resided, and continues to reside, in this district to
whom Defendants offered and sold securities.
9. In connection with the conduct described in this Complaint, Defendants directly
or indirectly made use of the means or instrumentalities of interstate commerce, of the mails, or
of the facilities of a national securities exchange.

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DEFENDANTS
10. Peter Scalise III, age 56, resides in Suffolk County, New York.  He founded,
operates, and controls The3rdBevco.  He is the Company’s largest shareholder, and
simultaneously serves as its Chief Executive Officer, President, Principal Accounting and
Financial Officer, and sole member of the Board of Directors.
11. The3rdBevco Inc. is a New York-based corporation and a penny stock issuer.  In
October 2019, the Company was incorporated as LAID Beverages, Inc.  In January 2020, the
Company was re-named The3rdBevco Inc.  For the majority of the time that The3rdBevco has
been in business, Scalise was the Company’s lone employee.  The3rdBevco does not have any
securities registered under the Exchange Act.
FACTS
12. In 2019, Scalise formed The3rdBevco.  Since its inception, Scalise controlled all
aspects of The3rdBevco, including its offering of securities, the information disclosed in the
solicitation of investors, and how it used investor funds.
13. Scalise initially promoted The3rdBevco as a company that would make beverages
formulated with ingredients that offer health benefits beyond nutritional value and hydration.
14. Scalise later added alcoholic beverages to the products that The3rdBevco was
supposedly developing.
15. However, in the nearly five years following its formation, The3rdBevco sold little
or no product and generated minimal, if any, revenue.
16. Defendants relied heavily on investor funds for The3rdBevco to remain in
business.

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I. Scalise Misappropriated and Misused Investors Funds.
17. In soliciting investments, including in offering documents and e-mails,
Defendants told investors and potential investors that their funds would be used primarily to
develop and operate the Company’s beverage business.
18. Defendants disclosed, via public filings, that Scalise was entitled to certain
compensation for his work at the Company.  However, from 2019 to 2024, Scalise took far more
investor funds than he and the Company disclosed or to which he was entitled.
19. Defendants failed to use investor funds as promised.
20. For example, Scalise misappropriated investor funds through direct transfers to
his or a family member’s personal bank account, payments made directly from the Company
accounts on his behalf to benefit himself or his family, and cash withdrawals.
21. Scalise misappropriated these funds to pay personal expenses, such as tuition,
mortgage payments, car payments, and landscaping.
22. Defendants knew, or were reckless in not knowing, that they had not used investor
funds as promised and that Scalise had misappropriated funds for himself and his family.
23. In total, Scalise misappropriated and misused more than $856,000 in investor
funds.
II. Defendants Misled Investors About A Potential Collaboration With Individual 1
And Business Ties To Individual 1’s Brother.
A. Defendants Approached Individual 1’s Brother And Touted A Potential Partnership
With Individual 1.

24. Over the course of many months, The3rdBevco made numerous
misrepresentations to existing investors and prospective investors by overstating the Company’s
potential to collaborate with Individual 1 on a purported new rum brand using Individual 1’s
nickname and trademark in that brand’s name (“Rum Brand”).

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25. In July 2022, The3rdBevco announced in an e-mail to investors that the Company
engaged in preliminary discussions with Individual 1’s management team for a collaboration on
a new Rum Brand.
26. However, no such discussions happened then or ever.  And the Rum Brand was
never produced or sold to consumers.
27. In July 2022, The3rdBevco approached Individual 1’s brother, who was not a part
of Individual 1’s management team, to propose that he become a consultant for the Company.
28. On August 15, 2022, The3rdBevco and Individual 1’s brother executed a letter of
intent, which provided, in part, that, after the parties executed a formal agreement and Individual
1’s brother received his initial compensation, Individual 1’s brother would attempt to facilitate a
meeting between The3rdBevco and Individual 1’s management team.
29. Over the ensuing months, The3rdBevco continued to tout a connection with
Individual 1.
30. For example, in an August 29, 2022 e-mail to investors, The3rdBevco provided
electronic links for investors to review a The3rdBevco slide presentation (the “August 2022
Presentation”) and a “commercial” for the purported Rum Brand.
31. The August 2022 Presentation, which Scalise provided to a contractor to include
in an e-mail to investors, stated that The3rdBevco “partner[s] with Grammy winners and Global
Super Stars,” referenced Individual 1 as part of its marketing strategy, and included next to the
title of “Celebrity Brands Strategic Consultant” a photograph of Individual 1 and Individual 1’s
brother together.

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32. The “commercial” did not explicitly reference Individual 1 by name, but it
included bottles bearing Individual 1’s nickname and trademark and used a popular song
featuring Individual 1’s vocals as background music without authorization.
33. Similarly, in a September 12, 2022 e-mail, The3rdBevco provided investors with
an electronic link to an updated version of the “commercial,” which included bottles bearing
Individual 1’s nickname and trademark and used a different popular song with Individual 1’s
vocals as background music without authorization.
34. On September 16, 2022, via a newswire service, The3rdBevco issued a press
release announcing the executed letter of intent with Individual 1’s brother.  Scalise reviewed and
edited the press release and authorized its release to the newswire service.
35. The press release emphasized the relationship between Individual 1 and
Individual 1’s brother, used Individual 1’s name, image, and trademark without authorization,
and stated that there was the potential for The3rdBevco to develop the Rum Brand with
Individual 1.
36. The press release also promoted The3rdBevco’s securities offering pursuant to
Regulation A [17 C.F.R. § 230.251, et seq.].
37. On the same day, The3rdBevco sent investors an e-mail with a link to the press
release.
38. Additionally, in a September 20, 2022 e-mail, The3rdBevco told investors that it
had a productive meeting with Individual 1’s brother and that a meeting with Individual 1’s team
to discuss deal terms was being scheduled for the third week of October.

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39. In the August 29 and September 12 e-mails to investors, The3rdBevco included
an electronic link to a website where investors could purchase shares of the Company’s stock;
and, in the September 20 e-mail, the Company suggested that investors add to their investment.
40. Defendants knew, or were reckless in not knowing, that these materials and
communications with investors were false and misleading.
41. Contrary to the representations in the August 2022 Presentation, The3rdBevco did
not partner with Grammy winners or global superstars.
42. Moreover, the references to and images of Individual 1 in the August 2022
Presentation and the unauthorized use of Individual 1’s vocals and trademark in the commercials
falsely suggested that Individual 1 was collaborating with The3rdBevco and gave the
misimpression that the Rum Brand was an actual product.  Neither was true.
43. Contrary to the representation about a supposed scheduled meeting with
Individual 1’s team in October 2022, there was no contact between The3rdBevco and Individual
1’s management team to schedule a meeting, and no such meeting ever occurred.
B. Individual 1’s Brother Complained About Defendants’ Use of Individual 1’s Image.

44. On October 10, 2022, Individual 1’s brother complained via e-mail to Scalise that
Defendants should not have used Individual 1’s image without authorization or publicized a non-
existent collaboration regarding the purported Rum Brand in any press release.
45. Scalise replied by e-mail the same day that he understood.
46. Scalise also agreed that nothing would be said about the potential to collaborate
with Individual 1 on the Rum Brand unless a deal was firmly in place.

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47. However, a little over two weeks later, on October 28, 2022, The3rdBevco’s
website still displayed an image of Individual 1 with a rum bottle bearing Individual 1’s
nickname and trademark.
48. That same day, Individual 1’s brother complained by phone to Scalise about
Individual 1’s image on the The3rdBevco’s website.  Later that day, Scalise confirmed by text
message to Individual 1’s brother that the image had been removed.
C. The3rdBevco Never Executed A Formal Agreement With Individual 1’s Brother.

49. Although The3rdBevco and Individual 1’s brother signed the letter of intent, they
never finalized a formal agreement, and Individual 1’s brother never worked as a consultant for
The3rdBevco.
50. In early November 2022, Individual 1’s brother signed the formal agreement
contemplated by the letter of intent.  However, The3rdBevco never signed the formal agreement.
51. Instead, shortly after Individual 1’s brother signed the agreement, Scalise did not
countersign, and took the extra step of electronically marking the agreement void.
52. Had The3rdBevco signed the agreement, the Company would have owed
Individual 1’s brother a  signing payment of $125,000, which was more than the Company had in
its account around that time.
53. When Individual 1’s brother followed up by text message in early and mid-
November 2022, Scalise provided several excuses for not having signed the agreement.
54. A few weeks later, in December 2022, Scalise asked Individual 1’s brother via e-
mail to pitch directly to Individual 1 the development of the Rum Brand in collaboration with
The3rdBevco.

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55. Approximately two weeks later, in a reply e-mail, Individual 1’s brother declined
to do so and reiterated that, if The3rdBevco had executed a formal agreement with him, his role
would have been to facilitate meetings, not pitch ideas.  However, because the agreement was
never signed, he did not even work to facilitate a meeting.
D. Defendants Continued To Mislead Investors And Potential Investors About A
Potential Collaboration With Individual 1.

56. Even after Scalise declined to execute and voided the formal agreement with
Individual 1’s brother, Scalise and The3rdBevco represented by e-mail to others, including an
investment firm and a broker-dealer, that Individual 1’s brother was part of The3rdBevco’s team.
Defendants knew, or were reckless in not knowing, that these representations were false.
57. For instance, on March 23, 2023, Scalise requested that a new member of
The3rdBevco’s advisory committee reach out to his contacts to solicit investments in
The3rdBevco.
58. Scalise sent the committee member a template for an e-mail, which stated that
Individual 1’s brother is part of the The3rdBevco’s team.  The template described Individual 1 as
a “[m]ega star.”   The template further indicated that the sender should attach to any e-mails a
presentation similar to the August 2022 Presentation that was circulated to investors.
59. On April 6, 2023, Scalise sent an existing investor and a potential investor a
presentation focusing on the Rum Brand (“April 2023 Presentation”) via e-mail.
60. The April 2023 Presentation contained an unauthorized quote attributed to
Individual 1, along with a fake signature of Individual 1’s name, and images of Individual 1.
61. The April 2023 Presentation described the nonexistent Rum Brand as though it
was actually in development and used the name from one of Individual 1’s popular songs as part
of the messaging with an image of Individual 1 as the background.

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62. The April 2023 Presentation also referenced Individual 1’s non-profit
organization, stated that there was an opportunity available with Individual 1, and identified that
opportunity as the Rum Brand.
63. The April 2023 Presentation also listed Scalise and his contact information
underneath a reference to Individual 1 and the purported Rum Brand.
64. After that e-mail, the existing investor purchased $100,000 worth of shares of
The3rdBevco stock.
65. Defendants knew, or were reckless in not knowing, that their statements regarding
a potential collaboration with Individual 1 were false and misleading.
66. Defendants never spoke with Individual 1 or anyone on Individual 1’s
management team about collaborating on the purported Rum Brand.  Defendants never
communicated with Individual 1 or anyone on Individual 1’s management team at all.
67. Defendants never at any time had authorization to use Individual 1’s name,
nickname, image, music, or trademark.
III. The3rdBevco Repeatedly Failed to Comply With Reg A’s Reporting Requirements.
68. Pursuant to certain requirements, Reg A provides a means for companies to sell
securities to the public without registration.
69. On February 25, 2022, the Securities and Exchange Commission’s Division of
Corporation Finance qualified a Form 1-A POS filed by The3rdBevco for a securities offering
through which the Company planned to raise $50 million.
70. The3rdBevco started sales of Reg A shares immediately thereafter.
71. From 2022 through May 2024, the Company conducted a general solicitation on
its website, through its social media accounts, and through e-mails.

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72. Potential investors were directed to click a link to a third-party portal that
processed their investments.  All of the sales of Reg A shares were processed through two online
portals.
73. Reg A requires issuers to file an annual report within 120 calendar days after the
end of the fiscal year covered by the report and a semi-annual report within 90 calendar days
after the end of the semi-annual period covered by the report.  If companies fail to file these
reports as required, they may not rely on the Reg A exemption from the registration requirements
and may not sell securities during the period of noncompliance unless another exemption from
registration applies.
74. The3rdBevco did not file either of those reports by their respective deadlines.
Instead, the Company filed both of these reports on November 1, 2022, approximately five
months and five weeks late, respectively.  On November 14, 2022, The3rdBevco filed a Form 1-
Z terminating that Reg A offering and then, on November 17, 2022, The3rdBevco filed a Form 1-
A for a new offering.  The new Reg A offering was qualified on February 8, 2023.
75. As a result, The3rdBevco did not have an offering qualified pursuant to Reg A
during the period May 1, 2022 through February 7, 2023.
76. Nevertheless, during that period of delinquency, The3rdBevco sold more than
545,000 shares pursuant to Reg A, raising more than $564,000.  No other exemptions from
registration applied to these securities sales.
77. Defendants sold and offered for sale these securities using the means and
instrumentalities of interstate commerce, such as the internet, social media, text messages, and e-
mail.

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78. The3rdBevco also failed to timely file the required annual and semi-annual
reports in 2023.
79. During the period May 1, 2023 through September 15, 2023, while not in
compliance with Reg A, the The3rdBevco impermissibly sold more than $53,000 in securities
purportedly exempt from the registration requirements pursuant to Reg A.   No other exemption
from registration applied during this period.
80. Defendants sold and offered for sale these securities using the means and
instrumentalities of interstate commerce, such as the internet, social media, text messages, and e-
mail.
81. Because no valid exemption from registration applied during these periods,
The3rdBevco’s sales of securities during these periods were improper.
IV. Defendants Violated The Federal Securities Laws.
82. During the relevant period, Defendants defrauded investors and potential
investors in The3rdBevco.
83. Defendants engaged in deceptive conduct including, but not limited to, using
Individual 1’s name, image, nickname, music, and trademark in materials provided to investors
without Individual 1’s knowledge, authorization, or consent.
84. Defendants obtained money or property by means of false statements to investors,
including money that Scalise misappropriated from investors.
85. All of the misrepresentations and omissions set forth herein, individually and in
the aggregate, are material.
86. Defendants acted knowingly and/or recklessly.  Among other things, Scalise and
The3rdBevco knew, or were reckless in not knowing, that they w ere engaging in deceptive

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conduct and making materially false and misleading statements in connection with selling or
offering of securities.  Scalise also knew, or was reckless in not knowing, that he misappropriated
funds.
87. Scalise and The3rdBevco made false statements of material fact and omitted to
state material facts necessary to make statements made not misleading.
88. Scalise and The3rdBevco had ultimate authority for false and misleading
statements made to existing investors and prospective investors in the materials and other written
communications to existing investors and prospective investors.
89. Defendants employed a device, scheme or artifice to defraud and engaged in acts,
transactions or courses of business that operated as a fraud or deceit upon investors.
90. In perpetrating the fraud, Defendants used the means or instruments of interstate
commerce or of the mails, or the facility of a national securities exchange, including by sending
numerous documents containing false statements via e-mail.
91. The conduct described herein was in connection with the purchase or sale of
securities.
92. Defendants sold and offered to sell securities without a valid registration as to
those securities or a valid exemption from registration.
93. Defendants used the means or instruments of interstate commerce or the mails,
including e-mails, to sell, and offer for sale, the unregistered securities.

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CLAIMS FOR RELIEF
FIRST CLAIM
Violations of Section 17(a) of the Securities Act
(All Defendants)
94. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 93, inclusive, as if they were fully set forth herein.
95. By engaging in the conduct alleged herein, Defendants Scalise and The3rdBevco
knowingly or recklessly or, with respect to subparts b and c below, at least negligently, in the
offer or sale of securities, directly or indirectly, singly or in concert, by the use of the means or
instruments of transportation or communication in interstate commerce, or the means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange:
a. employed devices, schemes or artifices to defraud;

b. obtained money or property by means of untrue statements of material fact,
or omitted to state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and

c. engaged in acts, transactions, practices, or courses of business that operated
as a fraud or deceit upon offerees, purchasers, and prospective purchasers of securities.

96. By engaging in the foregoing conduct, Defendants violated, and unless restrained
and enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(All Defendants)
97. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 96, inclusive, as if they were fully set forth herein.
98. By engaging in the conduct alleged herein, Defendants Scalise and The3rdBevco
directly or indirectly, by use of the means or instruments of interstate commerce or of the mails,

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or the facility of a national securities exchange, in connection with the purchase and sale of
securities described herein, knowingly or recklessly:
a. employed devices, schemes, or artifices to defraud;

b. made untrue statements of material facts and omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading; and

c. engaged in acts, practices, and courses of business which operated or would
operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

99. By reason of the foregoing, Defendants, directly and indirectly, violated and,
unless 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].
THIRD CLAIM
Violations of Sections 5(a) and 5(c) of the Securities Act
(All Defendants)
100. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 99, inclusive, as if they were fully set forth herein.
101. As a result of the conduct alleged herein, Defendants Scalise and The3rdBevco
directly or indirectly made use of the instruments of transportation or communication in
interstate commerce or of the mails, to offer to sell or to sell securities, or to carry or cause such
securities to be carried through the mails or in interstate commerce for the purpose of sale or
delivery after sale.
102. No valid registration statement has been filed with the Commission or was in
effect with respect to the improper offering or sale alleged herein.
103. There was no exemption applicable for the improper offer and sale of the
securities from the registration requirements of the Securities Act.

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104. By engaging in the foregoing conduct, Defendants violated, and unless restrained
and enjoined, will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C.
§§ 77e(a) and 77e(c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a final
judgment:
I.
 Permanently restraining and enjoining Defendants from, directly or indirectly, violating
Sections 5(a), 5(c), and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), e(c), and q(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].
II.
 Permanently restraining and enjoining Defendant Scalise from directly or indirectly,
including, but not limited to, through any entity owned or controlled by him, participating in the
issuance, purchase, offer, or sale of any security, provided, however, that such injunction shall not
prevent him from purchasing or selling securities for his own personal account.
III.
 Ordering Defendants to disgorge all ill-gotten gains with prejudgment interest, to effect the
remedial purposes of the federal securities laws.
I V.
 Ordering Defendant Scalise to pay civil penalties pursuant to Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].

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V.
 Ordering that Defendant Scalise is barred from serving as an officer or director of any
company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. §
78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the
Exchange Act [15 U.S.C. § 78u(d)(2)].
VI.
Ordering that Defendant Scalise is barred from participating in any offering of penny
stock pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of
the Exchange Act [15 U.S.C.§ 78u(d)(6)].
VII.
Granting such other and further relief as this Court may determine to be just and
necessary.
JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.

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Respectfully submitted,

 By:  s/ Gregory Bockin
 Gregory Bockin, Esq.
 John V. Donnelly III, Esq.
 Julia C. Green, Esq.
 Samika N. Osbourne, Esq.
 Polly Hayes, Esq.
 Securities and Exchange Commission
 Philadelphia Regional Office
 1617 JFK Blvd., Suite 520
 Philadelphia, PA 19103
 Telephone: (215) 597-3100
 Facsimile: (215) 597-2740
E-mail:  [email protected]

ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE
COMMISSION

Dated:  June 17, 2025

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IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

 
 

 
SECURITIES AND EXCHANGE 
COMMISSION, 

: 
: 
: 

 
 

 
Plaintiff, 

: 
: 

Civil Action No. 
  

v. : 
: 

 

PETER SCALISE III and THE3RDBEVCO 
INC., 

Defendants. 

:
:
:
: 

 
 

 :  
 

COMPLAINT 

1. Between 2019 and 2024, Defendants Peter Scalise III (“Scalise”) and 

The3rdBevco Inc. (“The3rdBevco” or the “Company”), a beverage company that Scalise 

founded, controls, and operates, perpetrated a $3.6 million offering fraud. 

2. Defendants misled investors about the use of the investor funds and a potential 

collaboration with “Individual 1,” a celebrity described by Defendants as a “Global Superstar 

and Music Icon.”   

3. Contrary to what investors were told, Scalise misappropriated and misused more 

than $856,000 of investor funds, including for personal expenses, such as tuition, mortgage 

payments, and landscaping.     

4. In addition, in communications to existing investors and potential investors, 

Defendants promoted a potential collaboration with Individual 1 on a supposed rum alcohol 

product, using Individual 1’s nickname and trademark in its product brand name and using 

Individual 1’s name, image, trademark, and music in various promotional materials—all without 

authorization.  While Defendants communicated with Individual 1’s brother about an 

Case 2:25-cv-03088-WB     Document 1     Filed 06/17/25     Page 1 of 18



 

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arrangement in which he would agree to attempt to facilitate a meeting between Defendants and 

Individual 1’s management team, there was never any deal, negotiation, discussion or any other 

contact between the Defendants and Individual 1 or Individual 1’s management team. 

5. Moreover, Defendants also offered and sold unregistered securities without a 

valid exemption from registration. 

6. By engaging in the conduct described in this Complaint, Defendants violated, 

directly or indirectly, and unless enjoined will continue to violate, Sections 5(a), 5(c), and 17(a) 

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

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

JURISDICTION AND VENUE 

7. The Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C.§§ 78u(d), 78u(e), and 78aa]. 

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

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

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

securities laws occurred within this district.  By means of the conduct alleged in this Complaint, 

Defendants defrauded at least one victim who resided, and continues to reside, in this district to 

whom Defendants offered and sold securities. 

9. In connection with the conduct described in this Complaint, Defendants directly 

or indirectly made use of the means or instrumentalities of interstate commerce, of the mails, or 

of the facilities of a national securities exchange. 

Case 2:25-cv-03088-WB     Document 1     Filed 06/17/25     Page 2 of 18



 

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DEFENDANTS 

10. Peter Scalise III, age 56, resides in Suffolk County, New York.  He founded, 

operates, and controls The3rdBevco.  He is the Company’s largest shareholder, and 

simultaneously serves as its Chief Executive Officer, President, Principal Accounting and 

Financial Officer, and sole member of the Board of Directors.  

11. The3rdBevco Inc. is a New York-based corporation and a penny stock issuer.  In 

October 2019, the Company was incorporated as LAID Beverages, Inc.  In January 2020, the 

Company was re-named The3rdBevco Inc.  For the majority of the time that The3rdBevco has 

been in business, Scalise was the Company’s lone employee.  The3rdBevco does not have any 

securities registered under the Exchange Act. 

FACTS 

12. In 2019, Scalise formed The3rdBevco.  Since its inception, Scalise controlled all 

aspects of The3rdBevco, including its offering of securities, the information disclosed in the 

solicitation of investors, and how it used investor funds.   

13. Scalise initially promoted The3rdBevco as a company that would make beverages 

formulated with ingredients that offer health benefits beyond nutritional value and hydration. 

14. Scalise later added alcoholic beverages to the products that The3rdBevco was 

supposedly developing.   

15. However, in the nearly five years following its formation, The3rdBevco sold little 

or no product and generated minimal, if any, revenue. 

16. Defendants relied heavily on investor funds for The3rdBevco to remain in 

business.   

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I. Scalise Misappropriated and Misused Investors Funds.  

17. In soliciting investments, including in offering documents and e-mails, 

Defendants told investors and potential investors that their funds would be used primarily to 

develop and operate the Company’s beverage business. 

18. Defendants disclosed, via public filings, that Scalise was entitled to certain 

compensation for his work at the Company.  However, from 2019 to 2024, Scalise took far more 

investor funds than he and the Company disclosed or to which he was entitled.   

19. Defendants failed to use investor funds as promised. 

20. For example, Scalise misappropriated investor funds through direct transfers to 

his or a family member’s personal bank account, payments made directly from the Company 

accounts on his behalf to benefit himself or his family, and cash withdrawals. 

21. Scalise misappropriated these funds to pay personal expenses, such as tuition, 

mortgage payments, car payments, and landscaping.   

22. Defendants knew, or were reckless in not knowing, that they had not used investor 

funds as promised and that Scalise had misappropriated funds for himself and his family. 

23. In total, Scalise misappropriated and misused more than $856,000 in investor 

funds. 

II. Defendants Misled Investors About A Potential Collaboration With Individual 1 
And Business Ties To Individual 1’s Brother.  

A. Defendants Approached Individual 1’s Brother And Touted A Potential Partnership 
With Individual 1. 
 
24. Over the course of many months, The3rdBevco made numerous 

misrepresentations to existing investors and prospective investors by overstating the Company’s 

potential to collaborate with Individual 1 on a purported new rum brand using Individual 1’s 

nickname and trademark in that brand’s name (“Rum Brand”). 

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25. In July 2022, The3rdBevco announced in an e-mail to investors that the Company 

engaged in preliminary discussions with Individual 1’s management team for a collaboration on 

a new Rum Brand. 

26. However, no such discussions happened then or ever.  And the Rum Brand was 

never produced or sold to consumers. 

27. In July 2022, The3rdBevco approached Individual 1’s brother, who was not a part 

of Individual 1’s management team, to propose that he become a consultant for the Company.   

28. On August 15, 2022, The3rdBevco and Individual 1’s brother executed a letter of 

intent, which provided, in part, that, after the parties executed a formal agreement and Individual 

1’s brother received his initial compensation, Individual 1’s brother would attempt to facilitate a 

meeting between The3rdBevco and Individual 1’s management team.   

29. Over the ensuing months, The3rdBevco continued to tout a connection with 

Individual 1. 

30. For example, in an August 29, 2022 e-mail to investors, The3rdBevco provided 

electronic links for investors to review a The3rdBevco slide presentation (the “August 2022 

Presentation”) and a “commercial” for the purported Rum Brand. 

31. The August 2022 Presentation, which Scalise provided to a contractor to include 

in an e-mail to investors, stated that The3rdBevco “partner[s] with Grammy winners and Global 

Super Stars,” referenced Individual 1 as part of its marketing strategy, and included next to the 

title of “Celebrity Brands Strategic Consultant” a photograph of Individual 1 and Individual 1’s 

brother together. 

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32. The “commercial” did not explicitly reference Individual 1 by name, but it 

included bottles bearing Individual 1’s nickname and trademark and used a popular song 

featuring Individual 1’s vocals as background music without authorization. 

33. Similarly, in a September 12, 2022 e-mail, The3rdBevco provided investors with 

an electronic link to an updated version of the “commercial,” which included bottles bearing 

Individual 1’s nickname and trademark and used a different popular song with Individual 1’s 

vocals as background music without authorization. 

34. On September 16, 2022, via a newswire service, The3rdBevco issued a press 

release announcing the executed letter of intent with Individual 1’s brother.  Scalise reviewed and 

edited the press release and authorized its release to the newswire service. 

35. The press release emphasized the relationship between Individual 1 and 

Individual 1’s brother, used Individual 1’s name, image, and trademark without authorization, 

and stated that there was the potential for The3rdBevco to develop the Rum Brand with 

Individual 1. 

36. The press release also promoted The3rdBevco’s securities offering pursuant to 

Regulation A [17 C.F.R. § 230.251, et seq.].    

37. On the same day, The3rdBevco sent investors an e-mail with a link to the press 

release. 

38. Additionally, in a September 20, 2022 e-mail, The3rdBevco told investors that it 

had a productive meeting with Individual 1’s brother and that a meeting with Individual 1’s team 

to discuss deal terms was being scheduled for the third week of October. 

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39. In the August 29 and September 12 e-mails to investors, The3rdBevco included 

an electronic link to a website where investors could purchase shares of the Company’s stock; 

and, in the September 20 e-mail, the Company suggested that investors add to their investment.   

40. Defendants knew, or were reckless in not knowing, that these materials and 

communications with investors were false and misleading. 

41. Contrary to the representations in the August 2022 Presentation, The3rdBevco did 

not partner with Grammy winners or global superstars. 

42. Moreover, the references to and images of Individual 1 in the August 2022 

Presentation and the unauthorized use of Individual 1’s vocals and trademark in the commercials 

falsely suggested that Individual 1 was collaborating with The3rdBevco and gave the 

misimpression that the Rum Brand was an actual product.  Neither was true. 

43. Contrary to the representation about a supposed scheduled meeting with 

Individual 1’s team in October 2022, there was no contact between The3rdBevco and Individual 

1’s management team to schedule a meeting, and no such meeting ever occurred. 

B. Individual 1’s Brother Complained About Defendants’ Use of Individual 1’s Image.  
 
44. On October 10, 2022, Individual 1’s brother complained via e-mail to Scalise that 

Defendants should not have used Individual 1’s image without authorization or publicized a non-

existent collaboration regarding the purported Rum Brand in any press release. 

45. Scalise replied by e-mail the same day that he understood.   

46. Scalise also agreed that nothing would be said about the potential to collaborate 

with Individual 1 on the Rum Brand unless a deal was firmly in place. 

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47. However, a little over two weeks later, on October 28, 2022, The3rdBevco’s 

website still displayed an image of Individual 1 with a rum bottle bearing Individual 1’s 

nickname and trademark.   

48. That same day, Individual 1’s brother complained by phone to Scalise about 

Individual 1’s image on the The3rdBevco’s website.  Later that day, Scalise confirmed by text 

message to Individual 1’s brother that the image had been removed.   

C. The3rdBevco Never Executed A Formal Agreement With Individual 1’s Brother. 
 
49. Although The3rdBevco and Individual 1’s brother signed the letter of intent, they 

never finalized a formal agreement, and Individual 1’s brother never worked as a consultant for 

The3rdBevco.     

50. In early November 2022, Individual 1’s brother signed the formal agreement 

contemplated by the letter of intent.  However, The3rdBevco never signed the formal agreement. 

51. Instead, shortly after Individual 1’s brother signed the agreement, Scalise did not 

countersign, and took the extra step of electronically marking the agreement void. 

52. Had The3rdBevco signed the agreement, the Company would have owed 

Individual 1’s brother a signing payment of $125,000, which was more than the Company had in 

its account around that time. 

53. When Individual 1’s brother followed up by text message in early and mid-

November 2022, Scalise provided several excuses for not having signed the agreement. 

54. A few weeks later, in December 2022, Scalise asked Individual 1’s brother via e-

mail to pitch directly to Individual 1 the development of the Rum Brand in collaboration with 

The3rdBevco. 

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55. Approximately two weeks later, in a reply e-mail, Individual 1’s brother declined 

to do so and reiterated that, if The3rdBevco had executed a formal agreement with him, his role 

would have been to facilitate meetings, not pitch ideas.  However, because the agreement was 

never signed, he did not even work to facilitate a meeting.   

D. Defendants Continued To Mislead Investors And Potential Investors About A 
Potential Collaboration With Individual 1.  
  
56. Even after Scalise declined to execute and voided the formal agreement with 

Individual 1’s brother, Scalise and The3rdBevco represented by e-mail to others, including an 

investment firm and a broker-dealer, that Individual 1’s brother was part of The3rdBevco’s team.  

Defendants knew, or were reckless in not knowing, that these representations were false. 

57. For instance, on March 23, 2023, Scalise requested that a new member of 

The3rdBevco’s advisory committee reach out to his contacts to solicit investments in 

The3rdBevco. 

58. Scalise sent the committee member a template for an e-mail, which stated that 

Individual 1’s brother is part of the The3rdBevco’s team.  The template described Individual 1 as 

a “[m]ega star.”  The template further indicated that the sender should attach to any e-mails a 

presentation similar to the August 2022 Presentation that was circulated to investors.        

59. On April 6, 2023, Scalise sent an existing investor and a potential investor a 

presentation focusing on the Rum Brand (“April 2023 Presentation”) via e-mail. 

60. The April 2023 Presentation contained an unauthorized quote attributed to 

Individual 1, along with a fake signature of Individual 1’s name, and images of Individual 1. 

61. The April 2023 Presentation described the nonexistent Rum Brand as though it 

was actually in development and used the name from one of Individual 1’s popular songs as part 

of the messaging with an image of Individual 1 as the background.  

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62. The April 2023 Presentation also referenced Individual 1’s non-profit 

organization, stated that there was an opportunity available with Individual 1, and identified that 

opportunity as the Rum Brand. 

63. The April 2023 Presentation also listed Scalise and his contact information 

underneath a reference to Individual 1 and the purported Rum Brand. 

64. After that e-mail, the existing investor purchased $100,000 worth of shares of 

The3rdBevco stock.   

65. Defendants knew, or were reckless in not knowing, that their statements regarding 

a potential collaboration with Individual 1 were false and misleading. 

66. Defendants never spoke with Individual 1 or anyone on Individual 1’s 

management team about collaborating on the purported Rum Brand.  Defendants never 

communicated with Individual 1 or anyone on Individual 1’s management team at all.  

67. Defendants never at any time had authorization to use Individual 1’s name, 

nickname, image, music, or trademark. 

III. The3rdBevco Repeatedly Failed to Comply With Reg A’s Reporting Requirements.   

68. Pursuant to certain requirements, Reg A provides a means for companies to sell 

securities to the public without registration. 

69. On February 25, 2022, the Securities and Exchange Commission’s Division of 

Corporation Finance qualified a Form 1-A POS filed by The3rdBevco for a securities offering 

through which the Company planned to raise $50 million. 

70. The3rdBevco started sales of Reg A shares immediately thereafter. 

71. From 2022 through May 2024, the Company conducted a general solicitation on 

its website, through its social media accounts, and through e-mails. 

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72. Potential investors were directed to click a link to a third-party portal that 

processed their investments.  All of the sales of Reg A shares were processed through two online 

portals.   

73. Reg A requires issuers to file an annual report within 120 calendar days after the 

end of the fiscal year covered by the report and a semi-annual report within 90 calendar days 

after the end of the semi-annual period covered by the report.  If companies fail to file these 

reports as required, they may not rely on the Reg A exemption from the registration requirements 

and may not sell securities during the period of noncompliance unless another exemption from 

registration applies. 

74. The3rdBevco did not file either of those reports by their respective deadlines.  

Instead, the Company filed both of these reports on November 1, 2022, approximately five 

months and five weeks late, respectively.  On November 14, 2022, The3rdBevco filed a Form 1-

Z terminating that Reg A offering and then, on November 17, 2022, The3rdBevco filed a Form 1-

A for a new offering.  The new Reg A offering was qualified on February 8, 2023. 

75. As a result, The3rdBevco did not have an offering qualified pursuant to Reg A 

during the period May 1, 2022 through February 7, 2023.   

76. Nevertheless, during that period of delinquency, The3rdBevco sold more than 

545,000 shares pursuant to Reg A, raising more than $564,000.  No other exemptions from 

registration applied to these securities sales.  

77. Defendants sold and offered for sale these securities using the means and 

instrumentalities of interstate commerce, such as the internet, social media, text messages, and e-

mail. 

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78. The3rdBevco also failed to timely file the required annual and semi-annual 

reports in 2023. 

79. During the period May 1, 2023 through September 15, 2023, while not in 

compliance with Reg A, the The3rdBevco impermissibly sold more than $53,000 in securities 

purportedly exempt from the registration requirements pursuant to Reg A.  No other exemption 

from registration applied during this period. 

80. Defendants sold and offered for sale these securities using the means and 

instrumentalities of interstate commerce, such as the internet, social media, text messages, and e-

mail. 

81. Because no valid exemption from registration applied during these periods, 

The3rdBevco’s sales of securities during these periods were improper. 

IV. Defendants Violated The Federal Securities Laws. 

82. During the relevant period, Defendants defrauded investors and potential 

investors in The3rdBevco.  

83. Defendants engaged in deceptive conduct including, but not limited to, using 

Individual 1’s name, image, nickname, music, and trademark in materials provided to investors 

without Individual 1’s knowledge, authorization, or consent. 

84. Defendants obtained money or property by means of false statements to investors, 

including money that Scalise misappropriated from investors. 

85. All of the misrepresentations and omissions set forth herein, individually and in 

the aggregate, are material.   

86. Defendants acted knowingly and/or recklessly.  Among other things, Scalise and 

The3rdBevco knew, or were reckless in not knowing, that they were engaging in deceptive 

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conduct and making materially false and misleading statements in connection with selling or 

offering of securities.  Scalise also knew, or was reckless in not knowing, that he misappropriated 

funds. 

87. Scalise and The3rdBevco made false statements of material fact and omitted to 

state material facts necessary to make statements made not misleading. 

88. Scalise and The3rdBevco had ultimate authority for false and misleading 

statements made to existing investors and prospective investors in the materials and other written 

communications to existing investors and prospective investors.   

89. Defendants employed a device, scheme or artifice to defraud and engaged in acts, 

transactions or courses of business that operated as a fraud or deceit upon investors. 

90. In perpetrating the fraud, Defendants used the means or instruments of interstate 

commerce or of the mails, or the facility of a national securities exchange, including by sending 

numerous documents containing false statements via e-mail. 

91. The conduct described herein was in connection with the purchase or sale of 

securities.   

92. Defendants sold and offered to sell securities without a valid registration as to 

those securities or a valid exemption from registration. 

93. Defendants used the means or instruments of interstate commerce or the mails, 

including e-mails, to sell, and offer for sale, the unregistered securities. 

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CLAIMS FOR RELIEF 

FIRST CLAIM 
Violations of Section 17(a) of the Securities Act 

(All Defendants) 

94. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 93, inclusive, as if they were fully set forth herein. 

95. By engaging in the conduct alleged herein, Defendants Scalise and The3rdBevco 

knowingly or recklessly or, with respect to subparts b and c below, at least negligently, in the 

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

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

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

exchange: 

a. employed devices, schemes or artifices to defraud; 
 

b. obtained money or property by means of untrue statements of material fact, 
or omitted to state material facts necessary in order to make the statements made, in light of the 
circumstances under which they were made, not misleading; and 

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

as a fraud or deceit upon offerees, purchasers, and prospective purchasers of securities. 
 

96. By engaging in the foregoing conduct, Defendants violated, and unless restrained 

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

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

(All Defendants) 

97. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 96, inclusive, as if they were fully set forth herein. 

98. By engaging in the conduct alleged herein, Defendants Scalise and The3rdBevco 

directly or indirectly, by use of the means or instruments of interstate commerce or of the mails, 

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or the facility of a national securities exchange, in connection with the purchase and sale of 

securities described herein, knowingly or recklessly: 

a. employed devices, schemes, or artifices to defraud; 
 
b. made untrue statements of material facts and omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances under which they 
were made, not misleading; and 
 

c. engaged in acts, practices, and courses of business which operated or would 
operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 
 

99. By reason of the foregoing, Defendants, directly and indirectly, violated and, 

unless 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]. 

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

(All Defendants) 

100. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 99, inclusive, as if they were fully set forth herein. 

101. As a result of the conduct alleged herein, Defendants Scalise and The3rdBevco 

directly or indirectly made use of the instruments of transportation or communication in 

interstate commerce or of the mails, to offer to sell or to sell securities, or to carry or cause such 

securities to be carried through the mails or in interstate commerce for the purpose of sale or 

delivery after sale. 

102. No valid registration statement has been filed with the Commission or was in 

effect with respect to the improper offering or sale alleged herein. 

103. There was no exemption applicable for the improper offer and sale of the 

securities from the registration requirements of the Securities Act. 

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104. By engaging in the foregoing conduct, Defendants violated, and unless restrained 

and enjoined, will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and 77e(c)]. 

PRAYER FOR RELIEF 

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

judgment: 

I. 

 Permanently restraining and enjoining Defendants from, directly or indirectly, violating 

Sections 5(a), 5(c), and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), e(c), and q(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].   

II. 

 Permanently restraining and enjoining Defendant Scalise from directly or indirectly, 

including, but not limited to, through any entity owned or controlled by him, participating in the 

issuance, purchase, offer, or sale of any security, provided, however, that such injunction shall not 

prevent him from purchasing or selling securities for his own personal account.  

III. 

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

remedial purposes of the federal securities laws. 

IV. 

 Ordering Defendant Scalise to pay civil penalties pursuant to Section 20(d) of the Securities 

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

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V. 

 Ordering that Defendant Scalise is barred from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the 

Exchange Act [15 U.S.C. § 78u(d)(2)]. 

VI. 

Ordering that Defendant Scalise is barred from participating in any offering of penny 

stock pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of 

the Exchange Act [15 U.S.C.§ 78u(d)(6)]. 

VII. 

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

necessary. 

JURY DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

 

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Respectfully submitted, 

 

 By: s/ Gregory Bockin     

 Gregory Bockin, Esq.  
 John V. Donnelly III, Esq. 
 Julia C. Green, Esq. 
 Samika N. Osbourne, Esq. 
 Polly Hayes, Esq. 
 Securities and Exchange Commission 
 Philadelphia Regional Office 
 1617 JFK Blvd., Suite 520 

 Philadelphia, PA 19103 
 Telephone: (215) 597-3100 
 Facsimile: (215) 597-2740 

E-mail:  [email protected] 
 

ATTORNEYS FOR PLAINTIFF 
SECURITIES AND EXCHANGE 
COMMISSION 

 

 

Dated:  June 17, 2025 

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