SEC v. Jenni Yoon Jeong Lee; and Evergreen Property Developments LLC, No. 2:25-cv-00793, Western District of Washington (Apr. 30, 2025) — Complaint

1 JAMES M. CARLSON (Illinois Bar. No. 6269506)
2 [email protected]
3 Attorney for Plaintiff
4 Securities and Exchange Commission
5 100 F Street NE
6 Washington DC 20549
7 Telephone: 202-551-3711

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
SEATTLE DIVISION

11 SECURITIES AND EXCHANGE
12 COMMISSION,
13 Plaintiff,
14 v.
15 JENNI YOON JEONG LEE (a/k/a JENNI
16 LEE OR YOON JEONG LEE) and
17 EVERGREEN PROPERTY
18 DEVELOPMENTS LLC
19 Defendants.

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

22 COMPLAINT
23 Securities and Exchange Commission
24 100 F Street NE
25 Washington DC 20549
26 Telephone: 202-551-3711

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SUMMARY OF THE ACTION

1. From at least May 2015 through March 2024, Jenni Yoon Jeong Lee a/k/a Jenni Lee or Yoon Jeong Lee (“Lee”) ran a fraudulent scheme through Evergreen Property Developments LLC (“Evergreen”) (collectively “Defendants”), an entity owned and controlled by Lee, and other sham entities, through which she misappropriated funds from advisory clients and investors. Lee, through Evergreen and other entities, solicited approximately $2.7 million from more than 33 clients through fraudulent investment agreements and unauthorized promissory notes.

2. Lee largely targeted elderly members of the Korean-American community in Washington State and used her family relationships and affiliation as a member of that community to gain the trust of her victims.

3. Lee falsely held herself out as a bona fide investment adviser and, among other misrepresentations, told her clients that she would invest their money either through or in legitimate companies capable of providing returns. In reality, she steered investments to Evergreen and other entities she created—which were or are shell companies that Lee created as part of her scheme.

4. Lee made corporate filings with the Washington Secretary of State (“WA SOS”) in which she misrepresented that Evergreen and her other sham entities—Puget Sound Financial LLC (“Puget LLC”), Global Atlantic Financial LLC (“Global Atlantic”), and Puget Sound Financial Group, Inc. (“Puget Group”) (collectively, with Evergreen, the “Lee Entities”)—provided management, consulting, and other services. Those misrepresentations masked the reality that Evergreen and the other entities were mere alter egos of Lee, had no genuine business operations, and lacked any capacity to generate returns on the funds Lee raised from her clients. By directing her clients’ funds to Evergreen and her other sham entities, Lee breached the fiduciary duties she owed to her advisory clients.

5. Acting as an investment adviser, Lee also fraudulently offered and sold her clients direct investments in Evergreen and certain other Lee Entities. Lee recommended and assisted certain of her clients in opening self-directed individual retirement accounts ("SDIRAs"), all at the same custodian (the "SDIRA Custodian"). While assisting her clients with opening SDIRAs, Lee also obtained access to their accounts, including through fraudulent or deceptive means. Lee then used her clients' funds to purchase investments in Evergreen, Puget LLC, and Global Atlantic in the form of unsecured promissory notes (the "Promissory Notes"), which contained various false representations, including promises to make yearly interest payments ranging from 1% to 7% and to return the investor's principal upon maturity. Lee purchased many, if not all, of the Promissory Notes without her clients' knowledge or consent, allowing Lee to conceal her ownership and control of the entities issuing the Promissory Notes.

6. None of the funds Lee solicited from her clients to invest with or in Evergreen and the other Lee Entities were used for legitimate investment purposes. After funneling clients' funds to the Lee Entities, and in violation of her fiduciary duties, Lee misappropriated her clients' money, either by making Ponzi-like payments to earlier clients or by paying for personal expenses, including her habitual gambling.

7. While Lee spent hundreds of thousands of dollars of the client funds on making Ponzi-like payments to repay other clients, she misappropriated the remainder of her clients' funds on her personal expenses, including spending hundreds of thousands of dollars to repay personal loans, at casinos, in cash withdrawals, and in transfers to her and her parents' accounts.

8. By engaging in the conduct set forth in this Complaint, Defendants violated Section 10(b) of the Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)]. Lee further violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("Advisers Act") [15 U.S.C. §§ 80b-6(1) and (2)]. Unless restrained and enjoined, Defendants will continue to violate these provisions and are likely to engage in future violations of the federal securities laws.

COMPLAINT
3
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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9. The SEC seeks: (a) permanent injunctions against Defendants from future violations of the federal securities laws; (b) conduct-based injunctions against Defendant Lee; (c) a judgment ordering the Defendants to pay disgorgement, prejudgment interest, and civil penalties, and (d) such other relief that the Court may deem appropriate.

JURISDICTION AND VENUE

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-14].

11. Defendants, directly or indirectly, made use of the means or instrumentalities of interstate commerce and the mails in connection with the acts, transactions, practices, and courses of business alleged in this Complaint. Among other things, as alleged below, Defendants have used phones, email, the Internet, and bank wires to perpetrate their scheme.

12. Venue is proper pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 78v(a)], Section 27 of the Exchange Act [15 U.S.C. § 77aa], and Section 214 of the Advisers Act [15 U.S.C. § 80b-14] because the acts, practices, transactions, and courses of business that give rise to claims alleged in this Complaint occurred in this District. For example, Lee resides in this District, as do several of the victims of Defendants’ fraudulent scheme. The Lee Entities all were incorporated in, and have or had, their principal places of business within this District.

DEFENDANTS

13. Lee, age 53, is a resident of Federal Way, Washington. In furtherance of the fraudulent scheme, she held herself out as an investment professional, adviser, and fiduciary. Lee is the founder and a governor and member of Evergreen. Lee was previously associated as a registered representative with several registered broker-dealers from March 2001 to September 2006, July 2008 to November 2008, and November 2010 to January 2011. At times during the fraudulent scheme, she was employed as a contractor for an affiliate of a registered investment

1. adviser; however, Lee was not authorized to provide advice regarding securities investments on behalf of the registered firm or its affiliate. She is licensed as an insurance producer with the Washington State Office of the Insurance Commissioner.
2. 14. Evergreen is a Washington LLC with its principal place of business in Seattle. Lee formed Evergreen on July 5, 2018 by filing a certificate of formation and initial report with the WA SOS. Lee identified the nature of Evergreen’s business as “[m]anagement.” Evergreen was administratively dissolved twice by the WA SOS, in 2019 and 2023, for failure to file its required annual reports. In both instances, Evergreen was reinstated after Lee filed reinstatement paperwork and updated annual reports. “Yoon Lee” and “Jenni Lee”—two iterations of Lee’s name—are listed as two of Evergreen’s governors.
3. RELATED ENTITIES
4. 15. Puget LLC was a Washington LLC with its principal place of business in Federal Way, Washington. Lee formed Puget LLC on May 19, 2015 by filing a certificate of formation and initial report with the WA SOS. Lee identified Puget LLC’s business as an “[a]dvisory business.” Puget LLC was administratively dissolved by the WA SOS on October 3, 2020, for failure to file its required annual report. Puget LLC was reinstated on September 10, 2021, after Lee filed reinstatement paperwork and an updated annual report, in which she described the business as “[c]onsulting, [m]anagement.” Puget LLC was administratively dissolved again on October 3, 2023. Lee was its sole governor as well as its registered agent.
5. 16. Global Atlantic was a Washington LLC with its principal place of business in Federal Way, Washington, which Lee formed on May 10, 2017, by filing a certificate of formation and initial report with the WA SOS. Lee identified Global Atlantic’s business as “[f]inancial [s]ervice.” Global Atlantic was administratively dissolved three times by the WA SOS, in 2019, 2021, and 2023, for failure to file its required annual reports. In each instance, it was reinstated after Lee filed reinstatement paperwork and updated annual reports, in which Lee described the business as “[m]anagement” and/or “[c]onsulting.” Global Atlantic was administratively dissolved a fourth time on October 3, 2024. Lee was its sole governor as well as its registered agent.
6. 17. Puget Group was a Washington corporation with its principal place of business in Federal Way, Washington. Lee formed Puget Group on December 3, 2021, by filing articles of incorporation and an initial report with the WA SOS. Lee identified Puget Group’s business as “[c]onsulting.” Puget Group was administratively dissolved by the WA SOS in 2023 for failure to file its required annual report. Lee was its sole governor as well as its registered agent.
7. FACTS
8. A. Lee’s Scheme to Defraud Investment Advisory Clients
9. 18. Lee’s fraudulent scheme was straightforward. She held herself out as an investment adviser, developed trust with her clients, used misrepresentations and other deceptive conduct to steer investments to Evergreen and her other entities, and then misappropriated her clients’ funds for her personal use and to make Ponzi-like payments to other victims. Through this scheme, Lee solicited approximately 33 clients to invest approximately $2.7 million in funds with her.
10. 19. Lee began by building trust with her victims, several of whom have known her for many years. Lee’s relatives were among her initial victims. Lee also targeted other members of the Korean-American community based upon their shared language and heritage. Lee presented herself to the community as a churchgoer and faithful daughter—Lee’s parents, for whom Lee cares, are small business owners that are well-respected within the community. Lee developed a particularly close relationship with at least one victim by frequently borrowing money and repaying it with interest—a common practice in Korean culture.
11. 20. Lee portrayed herself as a bona fide investment adviser with extensive experience in the financial services industry who could be trusted to advise individuals on their investment decisions. Before making recommendations on securities investments, Lee assisted some clients with selecting insurance products and obtaining Medicare benefits. When Lee began making investment recommendations, she led clients to believe she was acting as their financial adviser, in part, by telling them that she would increase the value of their investments or provide other promised benefits.
12. 21. In anticipation of soliciting investments and in furtherance of the fraudulent scheme, Lee created Evergreen and the other Lee Entities. The Lee Entities did not exist prior to the scheme, and Lee used them as vehicles for soliciting and misappropriating client funds.
13. 22. Lee formed the first of the Lee Entities, Puget LLC, on May 19, 2015, and two days later, on May 21, 2015, Lee opened a bank account for Puget LLC for which she was the sole signatory. Immediately thereafter, Lee solicited client funds and deposited them into Puget LLC’s bank account, including $30,000 in client funds Lee deposited on May 21, 2015, the same day she opened the account. Lee quickly misappropriated those client funds—between June 15 and July 22, 2015, she wired over $28,500 from the Puget LLC account to three local casinos to support her gambling habit.
14. 23. As the fraudulent scheme grew, Lee created additional entities through which she solicited and misappropriated client funds. Lee formed Global Atlantic, Evergreen, and Puget Group in 2017, 2018, and 2021, respectively. Lee designated herself the sole governor and managing member of Global Atlantic and Puget Group and designated herself and an iteration of her name—“Yoon Lee”—as two of Evergreen’s governors. None of the Lee Entities has ever conducted any revenue-generating business.
15. 24. Further evidencing her fraudulent intent, Lee chose the name Global Atlantic Financial LLC to mimic The Global Atlantic Financial Group LLC (“the Registrant Global Atlantic Financial Group”), a large and well-known retirement and life insurance company with registered investment adviser and broker-dealer affiliates. Lee told certain clients that they would be investing with a large company and successfully misled multiple clients to believe they were investing in or through the Registrant Global Atlantic Financial Group.
16. 25. While Lee formed each of the Lee Entities separately, she used them interchangeably to perpetrate a single, overarching scheme. Lee routinely transferred client funds between and among the Lee Entities’ bank accounts and routinely used funds from a bank account associated with one Lee Entity to make Ponzi-like payments in connection with an investment with or in a different Lee Entity.
17. 26. With trust established and vehicles created to execute her scheme, Lee solicited clients to invest with her through Evergreen and the other Lee Entities using various false narratives regarding the use of funds and promised returns.
18. 27. In some instances, Lee provided her clients with written investment agreements, portraying herself as an agent of legitimate companies through which she would invest their funds and provide returns on those investments.

28. For example, Lee induced Clients 1 and 2—who are married, retired, and elderly—to invest at least $90,000 with Puget LLC between April 2016 and January 2018. Lee began assisting Client 2 with selecting insurance products and applying for Medicare benefits in or around 2013. Over time, Lee developed a family-like relationship with Client 2. Once their relationship was established, Lee provided at least two investment agreements to Client 2, in which she represented that Puget LLC was a legitimate investment firm that would invest Client 2’s funds and provide her with a substantial return. Client 2 executed the two agreements with Puget LLC, which Lee executed as Puget LLC’s “Agent.” Client 2, however, was unaware that Lee owned and controlled Puget LLC, as Lee never disclosed her relationship to the entity. Instead, one contract falsely represented that Puget LLC was an “Individual Private Equity Services” company located in New York City’s Financial District. The agreements each represented that in exchange for a $50,000 investment with Puget LLC, Client 2 would receive 8% and 10% returns, respectively, and guaranteed return of principal upon maturity.

29. Based on Lee’s recommendations, Clients 1 and 2 invested at least $90,000 directly into Puget LLC via three personal checks signed by Client 2: a $50,000 check dated October 26, 2016 with “Private Equity Investment” noted in the memo line; a $20,000 check dated March 7, 2017; and a $20,000 check dated January 16, 2018. The checks were made out to "Puget Sound Financial." Lee deposited each of these checks into a Puget LLC bank account for which Lee was the sole signatory. To date, Clients 1 and 2 have received some interest payments in connection with their investments with Puget LLC, but have not received any return of their principal, despite the agreements indicating that their investments would mature in 2019 and 2021.

30. In other instances, Lee made oral promises and misrepresentations regarding—and engaged in other deceptive conduct related to—her investment advisory business to induce clients to invest with her.

31. For example, Lee made multiple oral promises and misrepresentations to one set of clients—Clients 3 and 4—regarding her investment advisory business. Clients 3 and 4 are married, in their sixties, and are Lee’s aunt and uncle. Clients 3 and 4 began investing with Lee in 2021 after Lee told them that investing with her would help her earn a commission and keep her job, which Lee stated was in jeopardy due to losing clients during the COVID-19 pandemic.

32. Lee advised Clients 3 and 4 to invest $400,000 directly with Global Atlantic, which Lee intimated was the Registrant Global Atlantic Financial Group. Lee emailed information regarding fixed annuity products offered by the Registrant Global Atlantic Financial Group to Client 3 a few weeks before Clients 3 and 4 made the first of two investments in Defendant Global Atlantic. Lee never provided Clients 3 and 4 with written investment or advisory agreements and likewise failed to disclose that she owned and controlled Global Atlantic.

33. Lee’s clients relied on her verbal assurances that she would invest their funds with a legitimate company that could generate financial returns. Client 3 researched Global Atlantic Group online and was reassured to learn that it was a legitimate and reputable company. Clients 3 and 4 invested in Global Atlantic via two checks, one for $250,000 in May 2021 and another for $150,000 in July 2021. Both checks were made out to "Global Atlantic Financial," and the funds from both checks were deposited in a Global Atlantic bank account for which Lee was the sole signatory. To date, Clients 3 and 4 have not received any interest payments nor a return of their principal.

B. Lee Breached her Fiduciary Duties as an Investment Adviser

34. As part of the scheme, Lee held herself out as an investment adviser and made securities investment recommendations to her clients, in exchange for what they believed were commissions. Lee took compensation from clients by misappropriating the funds raised. As an investment adviser, she owed her clients fiduciary duties of care and loyalty.

35. Lee repeatedly breached those fiduciary duties by, among other things: misleading and making misrepresentations to her clients that their funds would be invested with or in legitimate companies capable of generating investment returns, when, in reality, they were invested with or in Evergreen or the other Lee Entities; failing to disclose her personal ownership of, control over, and interest in Evergreen and the other Lee Entities; and misappropriating her clients’ funds for personal expenses and to make Ponzi-like payments.

36. For example, Lee represented that clients’ funds would be invested through legitimate businesses that would generate investment returns. These representations were false. Based on the bank records, it appears that neither Evergreen nor the other Lee Entities conducted any legitimate business or investment operations capable of generating such returns.

37. None of the money Lee received from her clients was used for legitimate investment purposes, nor was it invested in entities or financial instruments capable of generating legitimate investment returns. Instead, Lee misappropriated her clients’ funds.

38. Additionally, in soliciting clients to invest with Global Atlantic, Lee led certain clients to believe that they were investing through the well-known Registrant Global Atlantic Financial Group, including by emailing Clients 3 and 4 materials related to the Registrant Global Atlantic Financial Group’s products a few weeks before the clients made their first investment with Global Atlantic. Client 3 indicated that, based on Lee’s representations and misleading conduct, he researched the Registrant Global Atlantic Financial Group online and was reassured to learn that it was a legitimate and reputable company.

39. Further, in advising certain clients, including Clients 1 and 2, to invest through Puget LLC, Lee recommended that the clients execute investment agreements, which were signed by Lee as an agent of the company, that falsely stated that Puget LLC was an "Individual Private Equity Services" provider with an office located at 99 Wall Street in New York's Financial District. These misrepresentations not only hid Lee's ownership of Puget LLC—but suggested that Puget LLC was a legitimate company with an office on Wall Street when, in fact, Puget LLC's real address was an address in Washington associated with Lee herself.

40. The agreements also falsely promised to repay the principal and "interest on these funds at the rate and times stated here." This promise was false, as the bank records not only demonstrate that Puget LLC had no legitimate business or investment operations to fund interest payments or principal repayment, but also that Lee had been misappropriating funds deposited into Puget LLC's accounts for personal expenses and Ponzi-like payments prior to the execution of the agreements.

41. Lee also continued to breach her fiduciary duties by lying to certain clients about the state of their purported investments. For example, shortly after investing $250,000 in Global Atlantic in May 2021, Clients 3 and 4 changed their minds and requested that Lee return their investment. In response, Lee falsely claimed to Client 3 that canceling the investment would require Lee to pay fees or penalties. Instead, Lee convinced Clients 3 and 4 that by investing an additional $150,000 into Global Atlantic through her, they would receive their $400,000 principal back in four months. Based on Lee's lies, Clients 3 and 4 invested an additional $150,000 in Global Atlantic in July 2021.

42. When Client 3 requested the return of the money from Lee in March 2022, Lee falsely represented to Client 3 that she had closed his investment account, and that the funds were forthcoming. Lee provided Client 3 with a withdrawal form from Registrant Global Atlantic Financial Group that Lee filled out and falsely claimed to have submitted to Registrant Global Atlantic Financial Group on the client's behalf. Client 3 called Registrant Global Atlantic Financial Group to inquire about the status of the funds and was informed that there were no records of any account in his name.

43. When Client 3 confronted Lee via email about the status of the funds, Lee admitted to lying about the timeline for returning his funds but continued to lie—telling Client 3 that she could not return his funds at that time because doing so would cause her insurance producer license to be terminated and requested more time to return his money. Lee has yet to repay these funds.

C. Lee’s and Evergreen’s Fraudulent Offering of Securities

44. Acting as an investment adviser, Lee also fraudulently steered client funds directly into Evergreen and certain of the other Lee Entities. Lee recommended and assisted certain of her clients in opening self-directed individual retirement accounts (“SDIRAs”), all at the same custodian (the “SDIRA Custodian”). Lee often gave herself access to her clients’ accounts by, among other means, naming herself as an interested party on their account applications or listing her email address on the application.

45. Lee then offered and sold these clients investments in Evergreen, Puget LLC, and Global Atlantic via the Promissory Notes, which contained various false representations, including promises to make yearly interest payments ranging from 1% to 7% and to return the investor’s principal upon maturity. Lee often used her account access to purchase the Promissory Notes without her clients’ knowledge or consent. Lee, acting individually and through Evergreen, Puget LLC, and Global Atlantic, raised approximately $1.1 million from the sale of the Promissory Notes to approximately 18 investors.

46. For example, Lee advised Client 2 to open and invest via an SDIRA. Lee advised Client 2 to liquidate an annuity purchased from a subsidiary of Registrant Global Atlantic Financial Group and transfer the funds to an SDIRA at the SDIRA Custodian. Based on Lee’s advice, on March 1, 2017, Client 2 liquidated her annuity and transferred $24,164 in funds to an SDIRA. On May 18, 2017, Lee used Client 2’s SDIRA funds to purchase a $23,000 unsecured promissory note issued by Defendant Global Atlantic without Client 2’s knowledge or consent.

COMPLAINT
12
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

47. The note stated that Client 2 would receive a 3% annual interest payment along with the return of her principal upon maturity. The funds used to purchase the note were wired from Client 2’s SDIRA to a Global Atlantic bank account for which Lee was the sole signatory, pursuant to the SDIRA Custodian’s “Direction of Investment” form that Lee filled out and Client 2 signed at Lee’s direction but without an understanding of the contents of the form. Client 2 has not received any interest or repayment of principal in connection with the unsecured promissory note.

48. In yet another example, Lee solicited Clients 5 and 6 to invest in or through the Lee Entities. Clients 5 and 6 are married, retired, and in their seventies. Lee first approached Clients 5 and 6 about investing with her in or around 2014, telling them that she had a personal investment business and they could invest money with her. Client 6 told Lee that she and Client 5 were only interested in investing in low-risk assets; Lee stated that she would comply with that instruction.

49. Lee raised $67,500 from Clients 5 and 6 by using funds held in their SDIRAs to purchase unsecured promissory notes issued by Puget LLC. First, Lee recommended that Clients 5 and 6 open SDIRAs, touting the accounts’ tax benefits. With Lee’s assistance, Clients 5 and 6 each opened an SDIRA at the SDIRA Custodian in April 2016 and funded the accounts with $13,000 from their checking account and more than $56,000 from the liquidation of their existing IRAs held at a well-known brokerage firm.

50. Lee led Clients 5 and 6 to believe that their existing IRA portfolios, which consisted of low-risk mutual funds, would remain intact upon transfer to their new SDIRAs. In reality, Lee, who filled out the transfer instructions on behalf of Clients 5 and 6, instructed the broker to initiate a “[f]ull [t]ransfer” and “[l]iquidate all assets [from Client 5’s and 6’s IRAs] and transfer [the funds] as cash."

COMPLAINT 13
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

51. Lee used the funds in Clients 5's and 6's SDIRAs to purchase three unsecured promissory notes issued by Puget LLC: a $6,000 note purchased on April 26, 2016, using funds held in Client 5's SDIRA; a $28,000 note purchased on May 20, 2016, using funds held in Client 5's SDIRA; and a $33,500 note purchased on July 15, 2016, using funds held in Client 6's SDIRA. Lee did not tell Client 5 or 6 that she was investing their funds in unsecured promissory notes, let alone that she owned and controlled the company issuing the notes.

52. The notes, maturing in 2022 and 2027, stated that Clients 5 and 6 would receive a 5% annual interest payment along with the return of their principal upon maturity. The funds used to purchase the notes were wired from Clients 5's and 6's SDIRAs to a Puget LLC bank account for which Lee was the sole signatory, pursuant to the SDIRA Custodian's "Direction of Investment" form that Lee filled out and that Clients 5 and 6 signed at Lee's direction but without an understanding of the contents of the form. Neither Client 5 nor 6 has received any interest or repayment of principal in connection with the unsecured promissory notes.

D. Lee's and Evergreen's Material Misstatements and Lee's Other Deceptive Conduct

53. Lee and Evergreen made multiple misrepresentations regarding the purported securities being offered and sold, including the promised returns.

54. First, the Promissory Notes issued by Evergreen, through Lee, represented that Evergreen would pay the investor "the principal sum . . . with INTEREST on the terms and conditions set forth [in the note]." The notes stated that Evergreen would provide a specific "yearly interest payment" (ranging from 2% to 3%) and specified a maturity date on which the principal would be repaid. However, at the time of the offer and sale, Lee and Evergreen, through Lee, knew or were reckless in not knowing that these promises were false, as the bank records show that Evergreen had no operations to support the promised returns. In fact, Lee opened Evergreen's first bank account less than a month before it received its first Promissory Note investment, and the only deposit into the account prior to the sale of the Promissory Note was a $100 cash deposit. Also, Lee had already been misappropriating investor funds received through the sale of Promissory Notes in Puget LLC and Global Atlantic.

55. Second, Lee also made oral misstatements to certain clients regarding the nature of the investments being offered and sold to clients in exchange for funds from their SDIRAs. Lee told one set of investors that their funds would be invested in a company that could provide a 7% return on their investment. She told Clients 5 and 6 that she would only invest their funds in low-risk securities, like the mutual funds in which their previous adviser had invested them. Finally, Lee advised Client 2 to liquidate an annuity purchased from a subsidiary of the legitimate Registrant Global Atlantic Financial Group and transfer the funds to an SDIRA, which Client 2 understood would be guaranteed by Lee. These statements were false, as the Lee Entities had no legitimate business or investment operations through which to generate returns; the investments in the Promissory Notes were risky given that they were not collateralized; and neither Lee nor her entities actually guaranteed the return of funds.

56. Third, Lee represented to many clients, including Clients 5 and 6, that opening SDIRAs would provide tax benefits. This was false. In reality, Lee’s unauthorized use of her clients’ SDIRA funds to purchase the Promissory Notes ultimately led these investors to incur significant tax bills. After the Promissory Notes matured, the SDIRA Custodian distributed them out of the SDIRAs to the account holders—i.e., Lee’s clients—personally. As a result, Lee’s clients realized taxable income, despite most never having received the promised returns for their notes.

57. Lee engaged in additional deceptive conduct in furtherance of Defendants’ fraudulent scheme and in an attempt to prevent her victims from discovering the scheme. For example, as noted above, Lee obtained access to her clients’ SDIRAs through both authorized and unauthorized means. Certain clients gave Lee their credentials to login to their accounts, while, for others, Lee listed her email or otherwise designated herself as an interested party on their account opening documents. Lee then misused her access to her clients’ SDIRAs to electronically execute, via DocuSign or their online account portal, certain SDIRA Custodian forms related to investments in the Promissory Notes, while posing as the account holders. These account holders did not know what DocuSign was and had never used it. Many of the account holders likewise indicated that they had never electronically executed any documents related to their SDIRAs.

When Lee’s clients became suspicious of her and confronted Lee regarding the status of their funds, Lee lied to cover up her fraud. For example, in late 2022, the SDIRA Custodian informed one set of clients that they owed taxes in connection with the maturation of the unsecured Puget LLC promissory notes and that there was insufficient cash in their accounts to cover the taxes. When the client confronted Lee about the whereabouts of their funds, Lee falsely blamed the SDIRA Custodian. After the client persisted, in June 2023, Lee provided the clients with a $5,000 personal check to cover their tax bill.

E. Lee’s Misappropriations of Client Funds

59. Contrary to Lee’s representations that she would invest in businesses that would generate investment returns, none of the $2.7 million solicited from clients was directed to legitimate uses. Instead, Lee misappropriated all the funds either to make Ponzi-like payments to earlier clients or to pay for her personal expenses, including to support her gambling habit. Lee, using both client funds and funds from other sources, repaid investors approximately $700,000.

60. For example, Lee opened a Global Atlantic checking account on August 8, 2017. Lee deposited a $25,000 check from a client into that account on the same day, and ten days later, on August 18, 2017, Lee deposited a second check from the same client for $10,162. Lee made no other deposits into the account prior to its forced closure in February 2018. From August 14 to October 31, 2017, Lee used the client’s $35,162 to fund the transfer of approximately $26,179 to a casino in Washington state and approximately $8,315 in cash withdrawals.

61. Similarly, on November 23, 2020, Lee opened another account in the name of Global Atlantic and deposited into the account a $200,000 check written to Global Atlantic Financial by a set of clients. From November 23, 2020 to February 26, 2021, the only other deposits into the account totaled $200. During that same period, instead of using the clients’ funds for any apparent business or investment purposes, Lee repaid approximately $140,333 in personal loans, withdrew approximately $16,000 in cash, transferred approximately $10,000 to a personal bank account, and made a Ponzi-like payment to Clients 1 and 2 of approximately $3,187. Further, on December 28, 2020, Lee transferred $25,000 to a Puget LLC account, which was then used to make a $25,000 Ponzi-like payment to another client.

62. In yet another example, from July 1 to March 3, 2020, Lee deposited three checks—which were all written by one client to “Evergreen Property Management”—totaling $200,000 into an Evergreen bank account. Prior to the first deposit, the Evergreen account had a negative balance of about -$710, and the only other deposit during that period was $25 in cash. Rather than using the funds for any apparent business or investment purposes, from July 1 to March 3, 2020, Lee misappropriated approximately $104,000 of the client’s funds on cash withdrawals, repaying personal loans, and transfers to her and her parents’ bank accounts. Lee also used the client’s funds to make approximately $5,849 in Ponzi-like payments to Clients 1, 2, and 5. Lastly, Lee transferred $50,500 to a Puget LLC account, over $25,000 to a casino in Washington state, and $4,000 to a Global Atlantic account.

63. In total, Lee misappropriated all of the $2.7 million in client funds raised. While Lee spent hundreds of thousands of dollars of client funds to make Ponzi-like payments to other clients, she spent the rest of her clients’ funds on personal expenses, including hundreds of thousands of dollars spent to repay personal loans, at casinos, in cash withdrawals, and in transfers to her own and her parents’ accounts.

FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rule 10b-5 Thereunder
(All Defendants)

64. The Commission re-alleges and incorporates by reference paragraphs 1 through 63 above.

65. Each Defendant, by engaging in the conduct described above, directly or indirectly, in connection with the purchase or sale of securities, and by the use of means or instruments of interstate commerce or by use of the mails or of the facilities of a national securities exchange, with scienter:
(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; and
(c) engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon other persons.

66. By reason of the foregoing, each Defendant violated, and unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.

SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(All Defendants)

67. The Commission realleges and incorporates by reference paragraphs 1 through 63 above.

68. Each Defendant, by engaging in the conduct described above, 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) with scienter, employed devices, schemes, or artifices to defraud;

COMPLAINT
18
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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(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; and
(c) engaged in transactions, practices, or courses of business which operated or would operate as a fraud or deceit upon the purchaser.
69. By reason of the foregoing, each of the Defendants 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
Violations of Advisers Act Sections 206(1) and (2)
(Defendant Lee)
70. The Commission realleges and incorporates by reference paragraphs 1 through 63 above.
71. Lee is an investment adviser as defined by Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].
72. By engaging in the conduct described above, Lee, while acting as an investment adviser, by use of the mails or any means or instrumentality of interstate commerce, directly or indirectly has: (1) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud any client or prospective client, and/or (2) knowingly, recklessly, or negligently engaged in one or more transactions, practices, and courses of business which operated or would operate as a fraud or deceit upon any client or prospective client.
73. By reason of the foregoing, Lee, directly or indirectly, singly or in concert, violated and, unless enjoined, will continue to violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and (2)].

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PRAYER FOR RELIEF

WHEREFORE, the Commission 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 restraining and enjoining Defendants from directly or indirectly engaging in conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder and Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], and permanently restraining and enjoining Defendant Lee from directly or indirectly engaging in conduct in violation of Sections 206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and (2)].

III.
Enter an order permanently restraining and enjoining Defendant Lee, pursuant to Sections 21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)] and Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], from directly or indirectly, including, but not limited to, through any entity owned or controlled by her, participating in the issuance, purchase, offer, or sale of any security, provided however, that such injunction shall not prevent her from purchasing or selling securities from her own personal accounts.

IV.
Enter an order permanently restraining and enjoining Defendant Lee, pursuant to Sections 21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and/or Section 209(d) of the Advisers Act [15 U.S.C. § 80b-9(d)], from, directly or indirectly, acting as or being associated with any investment adviser.

COMPLAINT
20
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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injunction shall not prevent Defendant Lee from being a client of an investment adviser. For purposes of this paragraph, a person is associated with an investment adviser if such person is a partner, officer, or director of such investment adviser (or performs similar functions), or directly or indirectly controls or is controlled by such investment adviser, including any employee of such investment adviser.

V.
Issue an order requiring each Defendant to disgorge all ill-gotten gains received as a result of the unlawful conduct alleged in this Complaint and pay prejudgment interest thereon pursuant to Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), (7)].

VI.
Issue an order requiring each Defendant to pay a civil monetary penalty pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and/or Advisers Act Section 209(e) [15 U.S.C.§ 80b-9(e)].

VII.
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.

VIII.
Grant such other and further relief as this Court may determine to be just, equitable, and necessary.

COMPLAINT
21
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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JURY DEMAND

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this case be tried to a jury.

Dated: April 30, 2025

s/ James M. Carlson
JAMES M. CARLSON
Attorney for Plaintiff
Securities and Exchange Commission

OF COUNSEL:
Adrienne Adkins
Leigh Coutoumanos
John Lindermuth
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
[email protected]
[email protected]
[email protected]

COMPLAINT
22
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

Case 2:25-cv-00793 Document 1 Filed 04/30/25 Page 1 of 22

1 JAMES M. CARLSON (Illinois Bar. No. 6269506)
2 [email protected]
3 Attorney for Plaintiff
4 Securities and Exchange Commission
5 100 F Street NE
6 Washington DC 20549
7 Telephone: 202-551-3711

UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
SEATTLE DIVISION

11 SECURITIES AND EXCHANGE
12 COMMISSION,
13 Plaintiff,
14 v.
15 JENNI YOON JEONG LEE (a/k/a JENNI
16 LEE OR YOON JEONG LEE) and
17 EVERGREEN PROPERTY
18 DEVELOPMENTS LLC
19 Defendants.

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

22 COMPLAINT
23 1
24 Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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SUMMARY OF THE ACTION

1. From at least May 2015 through March 2024, Jenni Yoon Jeong Lee a/k/a Jenni Lee or Yoon Jeong Lee (“Lee”) ran a fraudulent scheme through Evergreen Property Developments LLC (“Evergreen”) (collectively “Defendants”), an entity owned and controlled by Lee, and other sham entities, through which she misappropriated funds from advisory clients and investors. Lee, through Evergreen and other entities, solicited approximately $2.7 million from more than 33 clients through fraudulent investment agreements and unauthorized promissory notes.

2. Lee largely targeted elderly members of the Korean-American community in Washington State and used her family relationships and affiliation as a member of that community to gain the trust of her victims.

3. Lee falsely held herself out as a bona fide investment adviser and, among other misrepresentations, told her clients that she would invest their money either through or in legitimate companies capable of providing returns. In reality, she steered investments to Evergreen and other entities she created—which were or are shell companies that Lee created as part of her scheme.

4. Lee made corporate filings with the Washington Secretary of State (“WA SOS”) in which she misrepresented that Evergreen and her other sham entities—Puget Sound Financial LLC (“Puget LLC”), Global Atlantic Financial LLC (“Global Atlantic”), and Puget Sound Financial Group, Inc. (“Puget Group”) (collectively, with Evergreen, the “Lee Entities”)—provided management, consulting, and other services. Those misrepresentations masked the reality that Evergreen and the other entities were mere alter egos of Lee, had no genuine business operations, and lacked any capacity to generate returns on the funds Lee raised from her clients. By directing her clients’ funds to Evergreen and her other sham entities, Lee breached the fiduciary duties she owed to her advisory clients.

5. Acting as an investment adviser, Lee also fraudulently offered and sold her clients direct investments in Evergreen and certain other Lee Entities. Lee recommended and assisted certain of her clients in opening self-directed individual retirement accounts ("SDIRAs"), all at the same custodian (the "SDIRA Custodian"). While assisting her clients with opening SDIRAs, Lee also obtained access to their accounts, including through fraudulent or deceptive means. Lee then used her clients' funds to purchase investments in Evergreen, Puget LLC, and Global Atlantic in the form of unsecured promissory notes (the "Promissory Notes"), which contained various false representations, including promises to make yearly interest payments ranging from 1% to 7% and to return the investor's principal upon maturity. Lee purchased many, if not all, of the Promissory Notes without her clients' knowledge or consent, allowing Lee to conceal her ownership and control of the entities issuing the Promissory Notes.

6. None of the funds Lee solicited from her clients to invest with or in Evergreen and the other Lee Entities were used for legitimate investment purposes. After funneling clients' funds to the Lee Entities, and in violation of her fiduciary duties, Lee misappropriated her clients' money, either by making Ponzi-like payments to earlier clients or by paying for personal expenses, including her habitual gambling.

7. While Lee spent hundreds of thousands of dollars of the client funds on making Ponzi-like payments to repay other clients, she misappropriated the remainder of her clients' funds on her personal expenses, including spending hundreds of thousands of dollars to repay personal loans, at casinos, in cash withdrawals, and in transfers to her and her parents' accounts.

8. By engaging in the conduct set forth in this Complaint, Defendants violated Section 10(b) of the Exchange Act of 1934 ("Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and Section 17(a) of the Securities Act of 1933 ("Securities Act") [15 U.S.C. § 77q(a)]. Lee further violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 ("Advisers Act") [15 U.S.C. §§ 80b-6(1) and (2)]. Unless restrained and enjoined, Defendants will continue to violate these provisions and are likely to engage in future violations of the federal securities laws.

COMPLAINT
3
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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9. The SEC seeks: (a) permanent injunctions against Defendants from future violations of the federal securities laws; (b) conduct-based injunctions against Defendant Lee; (c) a judgment ordering the Defendants to pay disgorgement, prejudgment interest, and civil penalties, and (d) such other relief that the Court may deem appropriate.

JURISDICTION AND VENUE

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-14].

11. Defendants, directly or indirectly, made use of the means or instrumentalities of interstate commerce and the mails in connection with the acts, transactions, practices, and courses of business alleged in this Complaint. Among other things, as alleged below, Defendants have used phones, email, the Internet, and bank wires to perpetrate their scheme.

12. Venue is proper pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 78v(a)], Section 27 of the Exchange Act [15 U.S.C. § 77aa], and Section 214 of the Advisers Act [15 U.S.C. § 80b-14] because the acts, practices, transactions, and courses of business that give rise to claims alleged in this Complaint occurred in this District. For example, Lee resides in this District, as do several of the victims of Defendants’ fraudulent scheme. The Lee Entities all were incorporated in, and have or had, their principal places of business within this District.

DEFENDANTS

13. Lee, age 53, is a resident of Federal Way, Washington. In furtherance of the fraudulent scheme, she held herself out as an investment professional, adviser, and fiduciary. Lee is the founder and a governor and member of Evergreen. Lee was previously associated as a registered representative with several registered broker-dealers from March 2001 to September 2006, July 2008 to November 2008, and November 2010 to January 2011. At times during the fraudulent scheme, she was employed as a contractor for an affiliate of a registered investment

1. adviser; however, Lee was not authorized to provide advice regarding securities investments on behalf of the registered firm or its affiliate. She is licensed as an insurance producer with the Washington State Office of the Insurance Commissioner.
2. 14. Evergreen is a Washington LLC with its principal place of business in Seattle. Lee formed Evergreen on July 5, 2018 by filing a certificate of formation and initial report with the WA SOS. Lee identified the nature of Evergreen’s business as “[m]anagement.” Evergreen was administratively dissolved twice by the WA SOS, in 2019 and 2023, for failure to file its required annual reports. In both instances, Evergreen was reinstated after Lee filed reinstatement paperwork and updated annual reports. “Yoon Lee” and “Jenni Lee”—two iterations of Lee’s name—are listed as two of Evergreen’s governors.
3. RELATED ENTITIES
4. 15. Puget LLC was a Washington LLC with its principal place of business in Federal Way, Washington. Lee formed Puget LLC on May 19, 2015 by filing a certificate of formation and initial report with the WA SOS. Lee identified Puget LLC’s business as an “[a]dvisory business.” Puget LLC was administratively dissolved by the WA SOS on October 3, 2020, for failure to file its required annual report. Puget LLC was reinstated on September 10, 2021, after Lee filed reinstatement paperwork and an updated annual report, in which she described the business as “[c]onsulting, [m]anagement.” Puget LLC was administratively dissolved again on October 3, 2023. Lee was its sole governor as well as its registered agent.
5. 16. Global Atlantic was a Washington LLC with its principal place of business in Federal Way, Washington, which Lee formed on May 10, 2017, by filing a certificate of formation and initial report with the WA SOS. Lee identified Global Atlantic’s business as “[f]inancial [s]ervice.” Global Atlantic was administratively dissolved three times by the WA SOS, in 2019, 2021, and 2023, for failure to file its required annual reports. In each instance, it was reinstated after Lee filed reinstatement paperwork and updated annual reports, in which Lee described the business as “[m]anagement” and/or “[c]onsulting.” Global Atlantic was administratively dissolved a fourth time on October 3, 2024. Lee was its sole governor as well as its registered agent.
6. COMPLAINT 5 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Telephone: 202-551-3711

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Case 2:25-cv-00793 Document 1 Filed 04/30/25 Page 6 of 22

1. 17. Puget Group was a Washington corporation with its principal place of business in Federal Way, Washington. Lee formed Puget Group on December 3, 2021, by filing articles of incorporation and an initial report with the WA SOS. Lee identified Puget Group’s business as “[c]onsulting.” Puget Group was administratively dissolved by the WA SOS in 2023 for failure to file its required annual report. Lee was its sole governor as well as its registered agent.
2. FACTS
3. A. Lee’s Scheme to Defraud Investment Advisory Clients
4. 18. Lee’s fraudulent scheme was straightforward. She held herself out as an investment adviser, developed trust with her clients, used misrepresentations and other deceptive conduct to steer investments to Evergreen and her other entities, and then misappropriated her clients’ funds for her personal use and to make Ponzi-like payments to other victims. Through this scheme, Lee solicited approximately 33 clients to invest approximately $2.7 million in funds with her.
5. 19. Lee began by building trust with her victims, several of whom have known her for many years. Lee’s relatives were among her initial victims. Lee also targeted other members of the Korean-American community based upon their shared language and heritage. Lee presented herself to the community as a churchgoer and faithful daughter—Lee’s parents, for whom Lee cares, are small business owners that are well-respected within the community. Lee developed a particularly close relationship with at least one victim by frequently borrowing money and repaying it with interest—a common practice in Korean culture.
6. 20. Lee portrayed herself as a bona fide investment adviser with extensive experience in the financial services industry who could be trusted to advise individuals on their investment decisions. Before making recommendations on securities investments, Lee assisted some clients with selecting insurance products and obtaining Medicare benefits. When Lee began making investment recommendations, she led clients to believe she was acting as their financial adviser, in part, by telling them that she would increase the value of their investments or provide other promised benefits.
7. COMPLAINT
8. Securities and Exchange Commission
9. 100 F Street NE
10. Washington DC 20549
11. Telephone: 202-551-3711

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21. In anticipation of soliciting investments and in furtherance of the fraudulent scheme, Lee created Evergreen and the other Lee Entities. The Lee Entities did not exist prior to the scheme, and Lee used them as vehicles for soliciting and misappropriating client funds.

22. Lee formed the first of the Lee Entities, Puget LLC, on May 19, 2015, and two days later, on May 21, 2015, Lee opened a bank account for Puget LLC for which she was the sole signatory. Immediately thereafter, Lee solicited client funds and deposited them into Puget LLC’s bank account, including $30,000 in client funds Lee deposited on May 21, 2015, the same day she opened the account. Lee quickly misappropriated those client funds—between June 15 and July 22, 2015, she wired over $28,500 from the Puget LLC account to three local casinos to support her gambling habit.

23. As the fraudulent scheme grew, Lee created additional entities through which she solicited and misappropriated client funds. Lee formed Global Atlantic, Evergreen, and Puget Group in 2017, 2018, and 2021, respectively. Lee designated herself the sole governor and managing member of Global Atlantic and Puget Group and designated herself and an iteration of her name—“Yoon Lee”—as two of Evergreen’s governors. None of the Lee Entities has ever conducted any revenue-generating business.

24. Further evidencing her fraudulent intent, Lee chose the name Global Atlantic Financial LLC to mimic The Global Atlantic Financial Group LLC (“the Registrant Global Atlantic Financial Group”), a large and well-known retirement and life insurance company with registered investment adviser and broker-dealer affiliates. Lee told certain clients that they would be investing with a large company and successfully misled multiple clients to believe they were investing in or through the Registrant Global Atlantic Financial Group.

25. While Lee formed each of the Lee Entities separately, she used them interchangeably to perpetrate a single, overarching scheme. Lee routinely transferred client funds between and among the Lee Entities' bank accounts and routinely used funds from a bank account associated with one Lee Entity to make Ponzi-like payments in connection with an investment with or in a different Lee Entity.

26. With trust established and vehicles created to execute her scheme, Lee solicited clients to invest with her through Evergreen and the other Lee Entities using various false narratives regarding the use of funds and promised returns.

27. In some instances, Lee provided her clients with written investment agreements, portraying herself as an agent of legitimate companies through which she would invest their funds and provide returns on those investments.

28. For example, Lee induced Clients 1 and 2—who are married, retired, and elderly—to invest at least $90,000 with Puget LLC between April 2016 and January 2018. Lee began assisting Client 2 with selecting insurance products and applying for Medicare benefits in or around 2013. Over time, Lee developed a family-like relationship with Client 2. Once their relationship was established, Lee provided at least two investment agreements to Client 2, in which she represented that Puget LLC was a legitimate investment firm that would invest Client 2’s funds and provide her with a substantial return. Client 2 executed the two agreements with Puget LLC, which Lee executed as Puget LLC’s “Agent.” Client 2, however, was unaware that Lee owned and controlled Puget LLC, as Lee never disclosed her relationship to the entity. Instead, one contract falsely represented that Puget LLC was an “Individual Private Equity Services” company located in New York City’s Financial District. The agreements each represented that in exchange for a $50,000 investment with Puget LLC, Client 2 would receive 8% and 10% returns, respectively, and guaranteed return of principal upon maturity.

29. Based on Lee’s recommendations, Clients 1 and 2 invested at least $90,000 directly into Puget LLC via three personal checks signed by Client 2: a $50,000 check dated October 26, 2016 with “Private Equity Investment” noted in the memo line; a $20,000 check dated March 7, 2017; and a $20,000 check dated January 16, 2018. The checks were made out to "Puget Sound Financial." Lee deposited each of these checks into a Puget LLC bank account for which Lee was the sole signatory. To date, Clients 1 and 2 have received some interest payments in connection with their investments with Puget LLC, but have not received any return of their principal, despite the agreements indicating that their investments would mature in 2019 and 2021.

30. In other instances, Lee made oral promises and misrepresentations regarding—and engaged in other deceptive conduct related to—her investment advisory business to induce clients to invest with her.

31. For example, Lee made multiple oral promises and misrepresentations to one set of clients—Clients 3 and 4—regarding her investment advisory business. Clients 3 and 4 are married, in their sixties, and are Lee’s aunt and uncle. Clients 3 and 4 began investing with Lee in 2021 after Lee told them that investing with her would help her earn a commission and keep her job, which Lee stated was in jeopardy due to losing clients during the COVID-19 pandemic.

32. Lee advised Clients 3 and 4 to invest $400,000 directly with Global Atlantic, which Lee intimated was the Registrant Global Atlantic Financial Group. Lee emailed information regarding fixed annuity products offered by the Registrant Global Atlantic Financial Group to Client 3 a few weeks before Clients 3 and 4 made the first of two investments in Defendant Global Atlantic. Lee never provided Clients 3 and 4 with written investment or advisory agreements and likewise failed to disclose that she owned and controlled Global Atlantic.

33. Lee’s clients relied on her verbal assurances that she would invest their funds with a legitimate company that could generate financial returns. Client 3 researched Global Atlantic Group online and was reassured to learn that it was a legitimate and reputable company. Clients 3 and 4 invested in Global Atlantic via two checks, one for $250,000 in May 2021 and another for $150,000 in July 2021. Both checks were made out to "Global Atlantic Financial," and the funds from both checks were deposited in a Global Atlantic bank account for which Lee was the sole signatory. To date, Clients 3 and 4 have not received any interest payments nor a return of their principal.

B. Lee Breached her Fiduciary Duties as an Investment Adviser

34. As part of the scheme, Lee held herself out as an investment adviser and made securities investment recommendations to her clients, in exchange for what they believed were commissions. Lee took compensation from clients by misappropriating the funds raised. As an investment adviser, she owed her clients fiduciary duties of care and loyalty.

35. Lee repeatedly breached those fiduciary duties by, among other things: misleading and making misrepresentations to her clients that their funds would be invested with or in legitimate companies capable of generating investment returns, when, in reality, they were invested with or in Evergreen or the other Lee Entities; failing to disclose her personal ownership of, control over, and interest in Evergreen and the other Lee Entities; and misappropriating her clients’ funds for personal expenses and to make Ponzi-like payments.

36. For example, Lee represented that clients’ funds would be invested through legitimate businesses that would generate investment returns. These representations were false. Based on the bank records, it appears that neither Evergreen nor the other Lee Entities conducted any legitimate business or investment operations capable of generating such returns.

37. None of the money Lee received from her clients was used for legitimate investment purposes, nor was it invested in entities or financial instruments capable of generating legitimate investment returns. Instead, Lee misappropriated her clients’ funds.

38. Additionally, in soliciting clients to invest with Global Atlantic, Lee led certain clients to believe that they were investing through the well-known Registrant Global Atlantic Financial Group, including by emailing Clients 3 and 4 materials related to the Registrant Global Atlantic Financial Group’s products a few weeks before the clients made their first investment with Global Atlantic. Client 3 indicated that, based on Lee’s representations and misleading conduct, he researched the Registrant Global Atlantic Financial Group online and was reassured to learn that it was a legitimate and reputable company.

39. Further, in advising certain clients, including Clients 1 and 2, to invest through Puget LLC, Lee recommended that the clients execute investment agreements, which were signed by Lee as an agent of the company, that falsely stated that Puget LLC was an "Individual Private Equity Services" provider with an office located at 99 Wall Street in New York's Financial District. These misrepresentations not only hid Lee's ownership of Puget LLC—but suggested that Puget LLC was a legitimate company with an office on Wall Street when, in fact, Puget LLC's real address was an address in Washington associated with Lee herself.

40. The agreements also falsely promised to repay the principal and "interest on these funds at the rate and times stated here." This promise was false, as the bank records not only demonstrate that Puget LLC had no legitimate business or investment operations to fund interest payments or principal repayment, but also that Lee had been misappropriating funds deposited into Puget LLC's accounts for personal expenses and Ponzi-like payments prior to the execution of the agreements.

41. Lee also continued to breach her fiduciary duties by lying to certain clients about the state of their purported investments. For example, shortly after investing $250,000 in Global Atlantic in May 2021, Clients 3 and 4 changed their minds and requested that Lee return their investment. In response, Lee falsely claimed to Client 3 that canceling the investment would require Lee to pay fees or penalties. Instead, Lee convinced Clients 3 and 4 that by investing an additional $150,000 into Global Atlantic through her, they would receive their $400,000 principal back in four months. Based on Lee's lies, Clients 3 and 4 invested an additional $150,000 in Global Atlantic in July 2021.

42. When Client 3 requested the return of the money from Lee in March 2022, Lee falsely represented to Client 3 that she had closed his investment account, and that the funds were forthcoming. Lee provided Client 3 with a withdrawal form from Registrant Global Atlantic Financial Group that Lee filled out and falsely claimed to have submitted to Registrant Global Atlantic Financial Group on the client's behalf. Client 3 called Registrant Global Atlantic Financial Group to inquire about the status of the funds and was informed that there were no records of any account in his name.

43. When Client 3 confronted Lee via email about the status of the funds, Lee admitted to lying about the timeline for returning his funds but continued to lie—telling Client 3 that she could not return his funds at that time because doing so would cause her insurance producer license to be terminated and requested more time to return his money. Lee has yet to repay these funds.

C. Lee's and Evergreen's Fraudulent Offering of Securities

44. Acting as an investment adviser, Lee also fraudulently steered client funds directly into Evergreen and certain of the other Lee Entities. Lee recommended and assisted certain of her clients in opening self-directed individual retirement accounts ("SDIRAs"), all at the same custodian (the "SDIRA Custodian"). Lee often gave herself access to her clients' accounts by, among other means, naming herself as an interested party on their account applications or listing her email address on the application.

45. Lee then offered and sold these clients investments in Evergreen, Puget LLC, and Global Atlantic via the Promissory Notes, which contained various false representations, including promises to make yearly interest payments ranging from 1% to 7% and to return the investor's principal upon maturity. Lee often used her account access to purchase the Promissory Notes without her clients' knowledge or consent. Lee, acting individually and through Evergreen, Puget LLC, and Global Atlantic, raised approximately $1.1 million from the sale of the Promissory Notes to approximately 18 investors.

46. For example, Lee advised Client 2 to open and invest via an SDIRA. Lee advised Client 2 to liquidate an annuity purchased from a subsidiary of Registrant Global Atlantic Financial Group and transfer the funds to an SDIRA at the SDIRA Custodian. Based on Lee's advice, on March 1, 2017, Client 2 liquidated her annuity and transferred $24,164 in funds to an SDIRA. On May 18, 2017, Lee used Client 2’s SDIRA funds to purchase a $23,000 unsecured promissory note issued by Defendant Global Atlantic without Client 2’s knowledge or consent.

COMPLAINT
12
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

47. The note stated that Client 2 would receive a 3% annual interest payment along with the return of her principal upon maturity. The funds used to purchase the note were wired from Client 2’s SDIRA to a Global Atlantic bank account for which Lee was the sole signatory, pursuant to the SDIRA Custodian’s “Direction of Investment” form that Lee filled out and Client 2 signed at Lee’s direction but without an understanding of the contents of the form. Client 2 has not received any interest or repayment of principal in connection with the unsecured promissory note.

48. In yet another example, Lee solicited Clients 5 and 6 to invest in or through the Lee Entities. Clients 5 and 6 are married, retired, and in their seventies. Lee first approached Clients 5 and 6 about investing with her in or around 2014, telling them that she had a personal investment business and they could invest money with her. Client 6 told Lee that she and Client 5 were only interested in investing in low-risk assets; Lee stated that she would comply with that instruction.

49. Lee raised $67,500 from Clients 5 and 6 by using funds held in their SDIRAs to purchase unsecured promissory notes issued by Puget LLC. First, Lee recommended that Clients 5 and 6 open SDIRAs, touting the accounts’ tax benefits. With Lee’s assistance, Clients 5 and 6 each opened an SDIRA at the SDIRA Custodian in April 2016 and funded the accounts with $13,000 from their checking account and more than $56,000 from the liquidation of their existing IRAs held at a well-known brokerage firm.

50. Lee led Clients 5 and 6 to believe that their existing IRA portfolios, which consisted of low-risk mutual funds, would remain intact upon transfer to their new SDIRAs. In reality, Lee, who filled out the transfer instructions on behalf of Clients 5 and 6, instructed the broker to initiate a “[f]ull [t]ransfer” and “[l]iquidate all assets [from Client 5’s and 6’s IRAs] and transfer [the funds] as cash."

51. Lee used the funds in Clients 5's and 6's SDIRAs to purchase three unsecured promissory notes issued by Puget LLC: a $6,000 note purchased on April 26, 2016, using funds held in Client 5's SDIRA; a $28,000 note purchased on May 20, 2016, using funds held in Client 5's SDIRA; and a $33,500 note purchased on July 15, 2016, using funds held in Client 6's SDIRA. Lee did not tell Client 5 or 6 that she was investing their funds in unsecured promissory notes, let alone that she owned and controlled the company issuing the notes.

52. The notes, maturing in 2022 and 2027, stated that Clients 5 and 6 would receive a 5% annual interest payment along with the return of their principal upon maturity. The funds used to purchase the notes were wired from Clients 5's and 6's SDIRAs to a Puget LLC bank account for which Lee was the sole signatory, pursuant to the SDIRA Custodian's "Direction of Investment" form that Lee filled out and that Clients 5 and 6 signed at Lee's direction but without an understanding of the contents of the form. Neither Client 5 nor 6 has received any interest or repayment of principal in connection with the unsecured promissory notes.

D. Lee's and Evergreen's Material Misstatements and Lee's Other Deceptive Conduct

53. Lee and Evergreen made multiple misrepresentations regarding the purported securities being offered and sold, including the promised returns.

54. First, the Promissory Notes issued by Evergreen, through Lee, represented that Evergreen would pay the investor "the principal sum . . . with INTEREST on the terms and conditions set forth [in the note]." The notes stated that Evergreen would provide a specific "yearly interest payment" (ranging from 2% to 3%) and specified a maturity date on which the principal would be repaid. However, at the time of the offer and sale, Lee and Evergreen, through Lee, knew or were reckless in not knowing that these promises were false, as the bank records show that Evergreen had no operations to support the promised returns. In fact, Lee opened Evergreen's first bank account less than a month before it received its first Promissory Note investment, and the only deposit into the account prior to the sale of the Promissory Note was a $100 cash deposit. Also, Lee had already been misappropriating investor funds received through the sale of Promissory Notes in Puget LLC and Global Atlantic.

55. Second, Lee also made oral misstatements to certain clients regarding the nature of the investments being offered and sold to clients in exchange for funds from their SDIRAs. Lee told one set of investors that their funds would be invested in a company that could provide a 7% return on their investment. She told Clients 5 and 6 that she would only invest their funds in low-risk securities, like the mutual funds in which their previous adviser had invested them. Finally, Lee advised Client 2 to liquidate an annuity purchased from a subsidiary of the legitimate Registrant Global Atlantic Financial Group and transfer the funds to an SDIRA, which Client 2 understood would be guaranteed by Lee. These statements were false, as the Lee Entities had no legitimate business or investment operations through which to generate returns; the investments in the Promissory Notes were risky given that they were not collateralized; and neither Lee nor her entities actually guaranteed the return of funds.

56. Third, Lee represented to many clients, including Clients 5 and 6, that opening SDIRAs would provide tax benefits. This was false. In reality, Lee’s unauthorized use of her clients’ SDIRA funds to purchase the Promissory Notes ultimately led these investors to incur significant tax bills. After the Promissory Notes matured, the SDIRA Custodian distributed them out of the SDIRAs to the account holders—i.e., Lee’s clients—personally. As a result, Lee’s clients realized taxable income, despite most never having received the promised returns for their notes.

57. Lee engaged in additional deceptive conduct in furtherance of Defendants’ fraudulent scheme and in an attempt to prevent her victims from discovering the scheme. For example, as noted above, Lee obtained access to her clients’ SDIRAs through both authorized and unauthorized means. Certain clients gave Lee their credentials to login to their accounts, while, for others, Lee listed her email or otherwise designated herself as an interested party on their account opening documents. Lee then misused her access to her clients’ SDIRAs to electronically execute, via DocuSign or their online account portal, certain SDIRA Custodian forms related to investments in the Promissory Notes, while posing as the account holders. These account holders did not know what DocuSign was and had never used it. Many of the account holders likewise indicated that they had never electronically executed any documents related to their SDIRAs.

When Lee’s clients became suspicious of her and confronted Lee regarding the status of their funds, Lee lied to cover up her fraud. For example, in late 2022, the SDIRA Custodian informed one set of clients that they owed taxes in connection with the maturation of the unsecured Puget LLC promissory notes and that there was insufficient cash in their accounts to cover the taxes. When the client confronted Lee about the whereabouts of their funds, Lee falsely blamed the SDIRA Custodian. After the client persisted, in June 2023, Lee provided the clients with a $5,000 personal check to cover their tax bill.

E. Lee’s Misappropriations of Client Funds

59. Contrary to Lee’s representations that she would invest in businesses that would generate investment returns, none of the $2.7 million solicited from clients was directed to legitimate uses. Instead, Lee misappropriated all the funds either to make Ponzi-like payments to earlier clients or to pay for her personal expenses, including to support her gambling habit. Lee, using both client funds and funds from other sources, repaid investors approximately $700,000.

60. For example, Lee opened a Global Atlantic checking account on August 8, 2017. Lee deposited a $25,000 check from a client into that account on the same day, and ten days later, on August 18, 2017, Lee deposited a second check from the same client for $10,162. Lee made no other deposits into the account prior to its forced closure in February 2018. From August 14 to October 31, 2017, Lee used the client’s $35,162 to fund the transfer of approximately $26,179 to a casino in Washington state and approximately $8,315 in cash withdrawals.

61. Similarly, on November 23, 2020, Lee opened another account in the name of Global Atlantic and deposited into the account a $200,000 check written to Global Atlantic Financial by a set of clients. From November 23, 2020 to February 26, 2021, the only other deposits into the account totaled $200. During that same period, instead of using the clients’ funds for any apparent business or investment purposes, Lee repaid approximately $140,333 in personal loans, withdrew approximately $16,000 in cash, transferred approximately $10,000 to a personal bank account, and made a Ponzi-like payment to Clients 1 and 2 of approximately $3,187. Further, on December 28, 2020, Lee transferred $25,000 to a Puget LLC account, which was then used to make a $25,000 Ponzi-like payment to another client.

62. In yet another example, from July 1 to March 3, 2020, Lee deposited three checks—which were all written by one client to “Evergreen Property Management”—totaling $200,000 into an Evergreen bank account. Prior to the first deposit, the Evergreen account had a negative balance of about -$710, and the only other deposit during that period was $25 in cash. Rather than using the funds for any apparent business or investment purposes, from July 1 to March 3, 2020, Lee misappropriated approximately $104,000 of the client’s funds on cash withdrawals, repaying personal loans, and transfers to her and her parents’ bank accounts. Lee also used the client’s funds to make approximately $5,849 in Ponzi-like payments to Clients 1, 2, and 5. Lastly, Lee transferred $50,500 to a Puget LLC account, over $25,000 to a casino in Washington state, and $4,000 to a Global Atlantic account.

63. In total, Lee misappropriated all of the $2.7 million in client funds raised. While Lee spent hundreds of thousands of dollars of client funds to make Ponzi-like payments to other clients, she spent the rest of her clients’ funds on personal expenses, including hundreds of thousands of dollars spent to repay personal loans, at casinos, in cash withdrawals, and in transfers to her own and her parents’ accounts.

FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rule 10b-5 Thereunder
(All Defendants)

64. The Commission re-alleges and incorporates by reference paragraphs 1 through 63 above.

65. Each Defendant, by engaging in the conduct described above, directly or indirectly, in connection with the purchase or sale of securities, and by the use of means or instruments of interstate commerce or by use of the mails or of the facilities of a national securities exchange, with scienter:

(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; and

(c) engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon other persons.

66. By reason of the foregoing, each Defendant violated, and unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder.

SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(All Defendants)

67. The Commission realleges and incorporates by reference paragraphs 1 through 63 above.

68. Each Defendant, by engaging in the conduct described above, 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) with scienter, employed devices, schemes, or artifices to defraud;

COMPLAINT
18
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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(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; and
(c) engaged in transactions, practices, or courses of business which operated or would operate as a fraud or deceit upon the purchaser.
69. By reason of the foregoing, each of the Defendants 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
Violations of Advisers Act Sections 206(1) and (2)
(Defendant Lee)
70. The Commission realleges and incorporates by reference paragraphs 1 through 63 above.
71. Lee is an investment adviser as defined by Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].
72. By engaging in the conduct described above, Lee, while acting as an investment adviser, by use of the mails or any means or instrumentality of interstate commerce, directly or indirectly has: (1) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud any client or prospective client, and/or (2) knowingly, recklessly, or negligently engaged in one or more transactions, practices, and courses of business which operated or would operate as a fraud or deceit upon any client or prospective client.
73. By reason of the foregoing, Lee, directly or indirectly, singly or in concert, violated and, unless enjoined, will continue to violate Advisers Act Sections 206(1) and (2) [15 U.S.C. §§ 80b-6(1) and (2)].

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PRAYER FOR RELIEF

WHEREFORE, the Commission 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 restraining and enjoining Defendants from directly or indirectly engaging in conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder and Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], and permanently restraining and enjoining Defendant Lee from directly or indirectly engaging in conduct in violation of Sections 206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and (2)].

III.
Enter an order permanently restraining and enjoining Defendant Lee, pursuant to Sections 21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)] and Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], from directly or indirectly, including, but not limited to, through any entity owned or controlled by her, participating in the issuance, purchase, offer, or sale of any security, provided however, that such injunction shall not prevent her from purchasing or selling securities from her own personal accounts.

IV.
Enter an order permanently restraining and enjoining Defendant Lee, pursuant to Sections 21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)], and/or Section 209(d) of the Advisers Act [15 U.S.C. § 80b-9(d)], from, directly or indirectly, acting as or being associated with any investment adviser.

COMPLAINT
20
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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injunction shall not prevent Defendant Lee from being a client of an investment adviser. For purposes of this paragraph, a person is associated with an investment adviser if such person is a partner, officer, or director of such investment adviser (or performs similar functions), or directly or indirectly controls or is controlled by such investment adviser, including any employee of such investment adviser.

V.
Issue an order requiring each Defendant to disgorge all ill-gotten gains received as a result of the unlawful conduct alleged in this Complaint and pay prejudgment interest thereon pursuant to Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), (7)].

VI.
Issue an order requiring each Defendant to pay a civil monetary penalty pursuant to Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and/or Advisers Act Section 209(e) [15 U.S.C.§ 80b-9(e)].

VII.
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.

VIII.
Grant such other and further relief as this Court may determine to be just, equitable, and necessary.

COMPLAINT
21
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711

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JURY DEMAND

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this case be tried to a jury.

Dated: April 30, 2025

s/ James M. Carlson
JAMES M. CARLSON
Attorney for Plaintiff
Securities and Exchange Commission

OF COUNSEL:
Adrienne Adkins
Leigh Coutoumanos
John Lindermuth
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
[email protected]
[email protected]
[email protected]

COMPLAINT
22
Securities and Exchange Commission
100 F Street NE
Washington DC 20549
Telephone: 202-551-3711