SEC v. Dharma Teja Nukarapu; SharkDreams, Inc.; and D Dollar, Inc., No. 5:23-cv-00503, Eastern District of North Carolina (Mar. 20, 2025) — Complaint

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NORTH CAROLINA
WESTERN DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

-against-
        JURY TRIAL DEMANDED
DHARMA TEJA NUKARAPU,
SHARKDREAMS, INC. (A/K/A FELLOW), and
D DOLLAR, INC.

Case No. 5:23-cv-503

Defendants.

COMPLAINT

 Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”), for its
Complaint against Defendants Dharma Teja Nukarapu (“Nukarapu”), SharkDreams, Inc.
(“SharkDreams”), and D Dollar, Inc. (“D Dollar”), collectively “Defendants,” alleges as follows:

SUMMARY

1. From at least January 2018 to November 2019 (the “Relevant Period”),
SharkDreams and its CEO, Nukarapu, fraudulently raised approximately $2.7 million from more
than 20 investors through securities offerings of SharkDreams, a purported healthcare software
development firm based in Raleigh, North Carolina.
2. During the Relevant Period, SharkDreams and Nukarapu made multiple false and
misleading statements to current and prospective investors in connection with the offer and sale
of SharkDreams securities, including that prior investors had doubled their money in a year, that

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SharkDreams was valued at as much as $7 million to $30 million, that SharkDreams had
customer orders, and that it had a large investor who would buy out all of the remaining
SharkDreams shares to infuse capital.  None of this was true.  SharkDreams had no revenue-
producing customer orders or contracts, there was no factual basis for a valuation in the range
Nukarapu touted, and there was never a bona fide offer to buy out SharkDreams shares.
3. Additionally, in 2019 and 2020, D Dollar, a company owned by Nukarapu, raised
at least $650,000 from investors.   Investors were told that the funds would be used for a
purported D Dollar subsidiary owned by Nukarapu, Vera Smart H ealthcare (“Vera”); but
Nukarapu misappropriated approximately $595,000 of the investment proceeds from D Dollar to
fund SharkDreams operations and for his personal uses.
JURISDICTION AND VENUE
4. The SEC sues under Section 20(b) and 20(d) of the Securities Act [15 U.S.C. §§
77t(b) and 77t(d)] and Section 21(d) and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d) and
78u(e)].
5. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the
Securities Act [15 U.S.C. §§ 77t and 77v], and Sections 21 and 27 of the Exchange Act [15
U.S.C. §§ 78u and 78aa].
6. Defendants, directly and indirectly, have made use of the mails or the means or
instruments of interstate commerce in connection with the transactions, acts, practices, and
course of business alleged herein, by, among other means, soliciting investments via the internet
and accepting investor deposits via wire transfer.
7. Venue is proper in the Eastern District of North Carolina 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. §

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78aa].  Certain of the transactions, acts, practices and courses of business constituting the
violations alleged herein occurred within the Eastern District of North Carolina and elsewhere,
and were effected, directly or indirectly, by use of the means or instruments or instrumentalities
of transportation or communications in interstate commerce, or of the mails.  During the
Relevant Period, Nukarapu resided in this District and India, and Defendants SharkDreams and
D Dollar are North Carolina companies with their registered principal places of business in this
District.
8. SharkDreams, D Dollar and Nukarapu executed agreements tolling the statutes of
limitations for the period September 19, 2022 through September 14, 2023.
DEFENDANTS

9. Dharma Teja Nukarapu, age 37, resides in Apex, North Carolina and in India.  He
co-founded and serves as CEO and majority owner of SharkDreams.  He is also sole owner of D
Dollar.  From at least January 2018 through late 2019, he resided in the United States.    In late
2019, he traveled to India and, upon information and belief, remains there, with members of his
family remaining in the United States.  He has since returned to the United States on occasion.
10. SharkDreams, Inc., incorporated in North Carolina in 2017 with its principal place
of business in Raleigh, North Carolina, is purportedly a healthcare software development firm.  It
is also known by the name “Fellow,” and was previously incorporated as Shark Dreams LLC.
Nukarapu, its founder, owns approximately 55% of the company, which had between fourteen
and twenty-nine employees from 2018 through 2020.  Neither SharkDreams nor its securities
have ever been registered with the SEC in any capacity.
11. D Dollar, Inc., incorporated in North Carolina with its principal place of business
in Raleigh, North Carolina, purports to be a venture capital company. Nukarapu owns D Dollar.

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Neither D Dollar nor its securities have ever been registered with the SEC in any capacity.
OTHER RELATED ENTITIES
 12. Vera Smart H ealthcare (“Vera”) is an Indian company, which is 95% owned by
Nukarapu and 5% owned by a family member.  Vera purports to be a network of hospitals and
facilities providing healthcare services in India.
FACTUAL ALLEGATIONS
A. BACKGROUND

13. Founded by Nukarapu in 2016, SharkDreams is purported to be in the business of
developing, manufacturing, and marketing a pill bottle, skin patch, and other products and
services that use a proprietary web-based software, known as the LIVIT products.  These
products purportedly facilitated the ability to monitor patients’ compliance with medication, as
well as other medical monitoring.
14. In 2017, Nukarapu and SharkDreams sought investments in SharkDreams
ostensibly to continue and expand those businesses.  During the Relevant Period, SharkDreams’
business was not successful in generating revenue.  SharkDreams had only one operative
customer agreement for LIVIT: an April 2018 agreement with Company A, a specialty pharmacy
affiliate of a publicly traded managed care company.  This agreement provided for a free 90-day
trial of SharkDreams’ LIVIT pill bottle, after which the parties would negotiate a fee if Company
A determined to proceed with purchasing SharkDreams’ products.
15. In the first quarter of 2019, Company A invited select patients to participate in the
trial of SharkDreams’ LIVIT products, but no patients signed up.  Later in 2019, SharkDreams
and Company A explored a texting-based campaign to generate patient participation in the trial;
however, it also was never implemented.  Then, in April 2021, Company A sent a letter to

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SharkDreams terminating the agreement, after the relationship had been essentially dormant for
almost two years.
16. Ultimately, Company A never paid SharkDreams for any LIVIT products, nor did
it have any outstanding payment obligations to SharkDreams.  Moreover, SharkDreams never
received any revenue from any LIVIT product sales.
17. SharkDreams’ failure to sell LIVIT products or otherwise generate revenue did
not cause Nukarapu to give up on his venture.  Instead, while SharkDreams continued to incur
expenses while receiving little to no cash revenue, Nukarapu took steps to obtain operating
capital from investors.
B. NUKARAPU AND SHARKDREAMS RAISED OVER $2.7 MILLION FROM
RETAIL INVESTORS

18. From at least January 2018 through June 2019, SharkDreams and Nukarapu raised
at least $2.7 million from at least 20 individuals and entities in at least three securities offerings,
including t he sale of:  (1) Simple Agreements for Future Equity (“SAFE Units”); (2) preferred
shares of SharkDreams; and (3) convertible notes.
19. SharkDreams’ preferred stock share offerings constituted an offer and sale of
securities.  In particular, Nukarapu and SharkDreams offered and sold the preferred shares in
order to raise money to fund the SharkDreams business.
20. SharkDreams’ convertible notes also constituted an offer and sale of securities.
Nukarapu and SharkDreams also offered and sold the convertible notes in order to raise money to
fund the SharkDreams business. These notes were convertible into stock shares at a later date.
21. The SAFE units that investors purchased from SharkDreams are also securities
because, under their terms, they converted to shares of SharkDreams preferred stock upon certain

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conditions, such as if SharkDreams received equity financing or had a liquidity event.
22. Nukarapu solicited equity investments in SharkDreams from investors through the
sale of these SAFE Units, preferred shares and convertible notes, including to his circle of
childhood friends, his wife’s work colleagues, and SharkDreams employees.
23. Nukarapu also sought additional debt investments in SharkDreams from at least
five individuals, some memorialized by promissory notes issued by SharkDreams or him
personally, others without written documentation (collectively, “Notes”).
24. These Notes offered by Nukarapu and SharkDreams were also securities.
25. Nukarapu and SharkDreams were motivated to raise money for general use in
SharkDreams’ business through the Notes.  The investors, who were not commercial lenders,
were motivated primarily by the profit that would be generated, including the high returns they
were promised.
26. The Notes were ultimately sold to at least five purchasers, though Nukarapu
solicited investments from additional persons, such as through a March 2019 investor update
email in which he requested “all the existing investors to participate” in one of four investment
options, including a “finance” investment with a purported twenty-five percent return.
27. A reasonable member of the investing public would consider the SharkDreams
Notes to be securities.
28. No regulatory scheme or factor significantly reduced the risk of the SharkDreams
notes, such that a court should not apply the federal securities laws to the SharkDreams Notes
offering.
29. In or around 2019, Nukarapu hired a SharkDreams finance employee (Employee

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1) who also solicited investments on behalf of SharkDreams and D Dollar.
30. To solicit investors, SharkDreams used “pitch decks” and private placement
memoranda (“PPM”).
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  Nukarapu sent information such as these to prospective investors and
conducted nearly all of the solicitations himself.  Nukarapu also solicited additional investments
from existing investors by sending investor update emails that included false and misleading
valuations and projections that he created or approved.
C. NUKARAPU AND SHARKDREAMS MADE MATERIALLY FALSE AND
MISLEADING STATEMENTS IN THE OFFER AND SALE OF SECURITIES

31. During the Relevant Period, SharkDreams and Nukarapu made false and
misleading statements to potential and existing investors when soliciting investments.  As
described in further detail below, Nukarapu authored, created, or approved false and misleading
SharkDreams’ valuations and revenue projections sent to investors.  He also created and sent
false and misleading investor update emails from his SharkDreams email account to investors.
These communications to current and prospective investors included misstatements concerning
SharkDreams’ business, the value of the company and its securities, and a potential sale of the
company.
1. False and Misleading Statements Concerning SharkDreams’ Business
Prospects

32. SharkDreams and Nukarapu made numerous false and misleading statements
about the status of its alleged projects and about its agreements with several healthcare
companies and pharmacies.
33. For example, while continuing to solicit new investments from existing investors,

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   A PPM contains the material details about a private securities offering and is sent to
prospective investors.

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Nukarapu claimed in investor update emails sent to at least nine investors in January and
February 2018 that Company A had given SharkDreams approval to ship LIVIT with a quantity
of 18,000 per year, and that SharkDreams was in negotiations with Company A for the purchase
of 50,000 LIVIT products.  These statements were false as Company A had made no such
agreements or approvals to purchase the claimed quantities of LIVIT.
34. Also in February 2018, Nukarapu sent an email update to at least ten investors
that stated, among other things, that, as part of the “full launch” of LIVIT, a “demo” with
Company B, a major pharmacy chain, would be scheduled in March.  But that was false, as there
was not any actual or proposed “demo” between SharkDreams and Company B, or any other
business relationship between SharkDreams and Company B.
35. In an April 2018 investor update email to existing investors, Nukarapu stated that
SharkDreams sold 3,000 LIVIT units for $70,000 to an unidentified Fortune 500 company when,
in fact, SharkDreams had made no such sale.
36. In the fall of 2019, Nukarapu told at least one prospective investor on a
conference call that SharkDreams needed additional funds because it was rolling out its medical
monitoring device product, at a fast pace.  This statement was false, because SharkDreams never
sold any LIVIT products and was not rolling out its product to any paying customers, much less
at a fast pace.  After the call, that individual invested $50,000 in SharkDreams.
37. These false and misleading statements were material because a reasonable
investor would have wanted to know accurate information concerning SharkDreams’ customer
contracts, product sales, and revenues.  Further, this type of information was important to

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SharkDreams’ investors.
2. Statements Concerning SharkDreams’ Value and Return on Investment

38. During the Relevant Period, in emails to potential and actual investors, and during
in-person sales pitches, SharkDreams and Nukarapu made materially false and misleading
statements about the current and future valuation of SharkDreams and the value of its issued
stock.
39. For example, in February 2018, to induce additional investments, Nukarapu
claimed in an investor update email to existing investors that SharkDreams had “stepped up to
the next level” and was worth $9-17 million.
40. In March 2019, Nukarapu claimed in an investor update email soliciting new
investments that SharkDreams “is growing and heading towards $50 Million valuation,” with a
“current valuation of $30 million.”
41. During the Relevant Period, SharkDreams did not have any paying clients for
LIVIT and had not sold any LIVIT products—and ultimately never did.  Accordingly, it had
little to no cash revenue and was not worth anywhere near $30 million
42. Nukarapu knew, or was reckless in not knowing, that SharkDreams was not worth
the current or projected amounts he represented to existing or prospective investors and had no
reasonable basis for making any representations that the valuations were as high as he claimed.
Accordingly, his statements concerning SharkDreams’ current and projected valuations were
false and misleading.
43. Similarly, Nukarapu made false and misleading statements to current and
prospective investors about outsized returns earned by prior investors in order to induce initial or
additional investments.  For example, in February 2018, Nukarapu emailed existing investors

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stating that “first round investors have almost doubled their investment” and a May 2018 pitch
deck sent to an investor boasted SharkDreams had “doubled their investment [...] financiers
have made a 25% ROI [return on investment] in 12 months.”
44. Additionally, in March 2019, Nukarapu again claimed in an investor update email
that “a good example to estimate your investment earning in this year, if invested $100,000, was
[currently] $200,000.”  In fact, as Nukarapu knew, as of February 2018, May 2018, and March
2019, investors had not received any return on their investments, and certainly had not come
close to doubling their money.
45. These statements were material because a reasonable investor would have wanted
to know its actual revenues and accurate valuations of the company and its issued stock.
3. Statements Concerning Potential Sale
46. In late August 2019, Nukarapu made false and misleading statements regarding a
potential sale of SharkDreams in order to induce current investors to send additional funds.
Specifically, Nukarapu emailed investors falsely stating that SharkDreams had found buyers to
“buy all the investor stock and also fund company continuously.”   In that email he also claimed
SharkDreams had a “$20+M valuation.”  Nukarapu gave investors “only two options, 1. Sell
Investor stock for approximately 160% to 200% return in hand (after 30% taxes & 15-20%
service fee) [or] 2. Invest 100% more with no additional dilution or finance.”  Nukarapu further
stated that, for both options, a service fee or additional investment would be required to be paid
right away or “heavy penalties will be imposed.”
47. The statements in this email were false and misleading because there was never
any bona fide offer to buy out SharkDreams shares.  These statements were material because a

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reasonable investor would have wanted to know the true nature of any buyer of SharkDreams’
shares.
48. At the time he made the statements described above, Nukarapu knew or was
reckless in not knowing that the statements he made and disseminated about SharkDreams,
including baseless valuations and future projections, were false or misleading.
49. Nukarapu was involved in all aspects of the SharkDreams business, including
authoring, reviewing, and disseminating investor materials, creating SharkDreams’ valuations
and projections that were sent to investors, and managing investor funds, including being the sole
decision-maker regarding which noteholders/financiers were repaid.  Accordingly, he knew, was
reckless in not knowing, or was negligent in not knowing the falsity of statements and
projections communicated to existing or prospective investors.
50. Nukarapu’s conduct can be imputed to SharkDreams because he controlled the
company.
D. NUKARAPU AND SHARKDREAMS ENGAGED IN OTHER DECEPTIVE
CONDUCT

51. As described above, SharkDreams and Nukarapu raised funds from investors
through the sale of Notes issued by SharkDreams and Nukarapu; some were documented as
promissory notes, while no written documentation exists for others.  SharkDreams and Nukarapu
promised prospective and existing investors outsized returns on these debt investments.
52. At times, SharkDreams and Nukarapu offered unrealistically high interest rates
far in excess of commercial lending rates – some upwards of 25% – to entice investors to provide
funds to SharkDreams.
53. Many of the Notes also promised a full return on investment within a year or less.
But SharkDreams did not have any realistic ability to repay the notes either at the time they were

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executed or subsequently.
54. Thus, the repayments to SharkDreams Noteholders that did occur were largely
made using funds from new investments, including proceeds from new Noteholders.
55. Moreover, in late 2019 and 2020, after not receiving promised payments of
interest or principal, SharkDreams Noteholders repeatedly sent inquiries to SharkDreams and
Nukarapu, who used various delay strategies in an attempt to coax the noteholders from
requesting repayment of their overdue promissory notes.
56. For example, Nukarapu sent out “lulling” emails to existing investors in an effort
to give them a false sense of security and stall repayments to them. These emails included false
claims such as “I think I over-delivered...as I went beyond what I promised all of you.  [L]et me
put in simple terms, company can claim approximately $100M valuation based on existing work
orders.”
57. In at least several instances, Nukarapu was able to persuade investors to “roll-
over” the Notes for another term or “convert” the notes to a stock investment in SharkDreams—
even “converting” at least one of the notes to a personal loan because, in fact, SharkDreams did
not have sufficient funds (or any meaningful cash revenues) to repay it.
58. Nukarapu continued to engage in lulling activities until this year, telling one
investor in February 2023, who had been requesting repayment for years, “My apologies for the
delay in communication.  If you can give me another 10 days time, as I am working on few deals
currently, I will show progress from my end. I will put all the commitment for you to start seeing
results... I will provide the NDA/loan payment terms in a week or two.”  This investor was never
repaid.
59. A number of SharkDreams investors lacked significant investing experience, and

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some were unfamiliar with Notes.  For example, Investor 1 had never previously invested and
had limited knowledge of convertible notes.  Nonetheless, Investor 1 invested $200,000 in
SharkDreams by purchasing a convertible note in 2019.
60. Some SharkDreams investors also sent funds to Nukarapu’s personal bank
account, where the funds were then commingled.  For example, Investor 1 made his $200,000
investment by sending $100,000 to Nukarapu’s personal account and $100,000 to SharkDreams’
account; Investor 2 also sent his initial $50,000 investment proceeds to Nukarapu’s personal
account.
E. NUKARAPU AND D DOLLAR MISUSED INVESTOR FUNDS

61. By late 2019, SharkDreams began using a purported affiliation with Vera, an
Indian company in which Nukarapu had a 95% stake, as a means to solicit further investment.
SharkDreams told actual and prospective investors that it had contracts with Vera and several
hospitals and healthcare providers in India to supply services ranging from software
infrastructure, patient management and tracking.  In 2020, SharkDreams claimed that it had
contracts with the Indian government for Covid-19 monitoring.  However, SharkDreams
ultimately received little to no actual cash from any of these contracts.
62. Starting in at least 2019, D Dollar, a company owned by Nukarapu, solicited
investments in D Dollar under the pretense of using the proceeds to fund the operations of Vera.
For example, in at least three instances, investors sent funds to D Dollar after being told by
Employee 1, who claimed to be the “director of sales of Vera,” that D Dollar was accepting
investment funds for Vera or that Vera was a subsidiary of D Dollar.
63. In 2019 and 2020, Nukarapu and D Dollar misused investor funds on at least three
occasions related to investments concerning D Dollar and Vera totaling approximately $650,000.

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64. First, in August 2019, Employee 1 procured an approximate $100,000 loan from
Investor 1 for the purpose of investing in Vera hospitals.  Investor 1 made the loan to D Dollar,
which Employee 1 had described as an investment corporation accepting investments for Vera.
In exchange, Investor 1 was to receive a promissory note, with a two-to-three year term, a return
of $5,000 in principal and $1,250 in interest per month, plus options to purchase (or the ability to
convert the note into) shares of Vera and/or D Dollar.  Investor 1 never received a written
memorialization of the promissory note.
65. Immediately after Investor 1 wired the funds to the U.S. bank account of D
Dollar, instead of being used to invest in Vera’s hospitals, those funds were immediately
transferred from D Dollar to a SharkDreams bank account, with $75,000 then transferred the
same day from SharkDreams to Nukarapu’s personal account for his personal use.
66. Second, in August 2020, two married investors sent $400,000 to D Dollar as a
“short-term” investment.  Employee 1 told them the investment would be “locked” for six
months.  Employee 1 further told them that their investment also entitled them to receive 100
shares of Vera, worth $40 each, that would appreciate by 50% to 250%.  Employee 1 told these
investors that Vera was a subsidiary of D Dollar.
67. Third, in September 2020, the married investors provided additional “stop-gap”
financing of $150,000 to D Dollar, again under the pretense of  funding Vera operations, in
exchange for a promissory note.  The original terms of the promissory note were for three
months with an interest rate of three percent per week.  Initially, they did not receive any written
documentation for either investment.  They later received a $150,000 promissory note issued by
Vera, purportedly as a subsidiary of D Dollar, only after being told various reasons for lack of
repayment and subsequently agreeing to renew the loan.

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68. Following both the August 2020 and September 2020 investments, the majority of
the couple’s funds were immediately transferred from D Dollar to a SharkDreams bank account
and used to fund SharkDreams operations.
69. In mid-2021, after the investors continued to request repayment from D Dollar
representatives and Nukarapu, Nukarapu became uncommunicative.  They have not been repaid
and never received any D Dollar or Vera shares.
70. The three D Dollar/Vera investments described above, including those with terms
less than nine months, constitute the offer and sale of securities.
71. D Dollar was motivated to raise money for general use in SharkDreams’ business.
The investors, who were not commercial lenders, were motivated primarily by the profit that
would be generated, including the high returns they were promised.
72. As described above, the loans made in August 2019 and August 2020 contained
future share components.
73. A reasonable member of the investing public would consider the investments in D
Dollar and Vera to be securities.
74. No regulatory scheme or factor significantly reduced the risk of the investments in
D Dollar and Vera, such that a court should not apply the federal securities laws to the note
offerings.
75. Nukarapu knew or was reckless in not knowing that the D Dollar bank account
contained funds constituting investments in D Dollar, with the use of proceeds purpose for Vera,
not SharkDreams.  Nukarapu knew that D Dollar accepted investment funds for Vera and he was
the only signatory on the D Dollar bank account.
76. Nukarapu owned and controlled D Dollar and conducted all aspects of its

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business.  As described above, investors purchased Notes and other investments from D Dollar,
purportedly for the proceeds to be used in what they understood was D Dollar’s subsidiary Vera.
77. However, after the funds were received by D Dollar, Nukarapu immediately
transferred most of those investor funds from D Dollar to SharkDreams.  Nukarapu knowingly or
recklessly misappropriated the investor proceeds to fund SharkDreams’ operations and for his
own personal use.  Nukarapu’s conduct can be imputed to D Dollar because he controlled the
company.
CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) thereunder
(All Defendants)

78. The Commission re-alleges and incorporates by reference herein paragraphs 1
through 77.
79. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have employed one or more devices, schemes, or artifices to defraud.
80. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have engaged in one or more acts, practices, or courses of business which operated or
would operate as a fraud or deceit upon other persons.

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81. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
have 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(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].

SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) thereunder
(Defendants Nukarapu and SharkDreams, Inc.)

82. The Commission re-alleges and incorporates by reference herein paragraphs 1
through 77.
83. Defendants Nukarapu and SharkDreams, directly or indirectly, singly or in
concert, in connection with the purchase or sale of securities and by the use of means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange, knowingly or recklessly made one or more untrue statements of a material fact or
omitted to state one or more material facts necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
84. By reason of the foregoing, Defendants Nukarapu and SharkDreams, directly or
indirectly, singly or in concert, has 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(b) thereunder [17 C.F.R. §§
240.10b-5(b)].

THIRD CLAIM FOR RELIEF
Violation of Sections 17(a)(1), (2) and (3) of the Securities Act
(Defendants Nukarapu and SharkDreams, Inc.)

85. The Commission re-alleges and incorporates by reference herein paragraphs 1
through 77.

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86. By reason of the conduct described above, Defendants Nukarapu and
SharkDreams, in connection with the offer or sale of securities, by the use of the means or
instrumentalities of interstate commerce or of the mails, directly or indirectly, acting knowingly,
recklessly, or, as to (ii) and (iii), negligently (i) employed devices, schemes, or artifices to
defraud; (ii) obtained money or property by means of untrue statements of material facts and
omissions to state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and (iii) engaged in acts, practices,
or courses of business which operated or would operate as a fraud or deceit upon any persons,
including purchasers or sellers of the securities.
87. By reason of the foregoing, Defendants Nukarapu and SharkDreams, directly or
indirectly, singly or in concert, have violated, and unless enjoined will continue to violate,
Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2) and (3)].

FOURTH CLAIM FOR RELIEF
Violation of Sections 17(a)(1) and (3) of the Securities Act
(Defendant D Dollar, Inc.)

88. The Commission re-alleges and incorporates by reference herein paragraphs 1
through 77.
89. By reason of the conduct described above, Defendant D Dollar, Inc., directly or
indirectly, in the offer or sale of securities, and by the use of means or instruments of
transportation or communication in interstate commerce or by use of the mails directly or
indirectly: (a) employed devices, schemes, or artifices to  defraud; and (b) engaged in
transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
90. Defendant D Dollar, Inc., with scienter, employed devices, schemes and artifices

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to defraud; and, with scienter and/or negligence, engaged in transactions, practices, or courses of
business which operated or would operate as a  fraud or deceit, upon the purchaser.
91. By engaging in the conduct described above, Defendant D Dollar, Inc. violated,
and unless restrained and enjoined will continue to violate, Sections 17(a)(1) and 17(a)(3) of the
Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3).

FIFTH CLAIM FOR RELIEF
Control Person Liability under Section 20(a) of the Exchange Act
(Defendant Nukarapu)

92. The Commission re-alleges and incorporates by reference herein paragraphs 1
through 77.
93. Pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)], any person
who, directly or indirectly controls an entity that is liable under any provision of the Exchange
Act or any rule or regulation thereunder, shall also be jointly and severally liable with and to the
same extent as that entity, unless the controlling person can establish that he acted in good faith
and did not directly or indirectly induce the act or acts constituting the violation or cause of
action.
94. As alleged above, Defendants SharkDreams and D Dollar violated Section 10(b)
of the Exchange Act and Rule 10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5].
95. At all relevant times, Defendant Nukarapu was the CEO and majority owner of
SharkDreams and he possessed, directly or indirectly, the power to direct or cause the direction
of the management and policies of Defendant SharkDreams.  Defendant Nukarapu was in charge
of all activities in which SharkDreams engaged and was the sole decision-maker for the
company.

20

96. At all relevant times, Defendant Nukarapu was the sole owner of D Dollar and he
possessed, directly or indirectly, the power to direct or cause the direction of the management
and policies of Defendant D Dollar.  Defendant Nukarapu was in charge of all activities in which
D Dollar engaged and was the sole decision-maker for the company.
97. Defendant Nukarapu is therefore liable as a controlling person under Section
20(a) of the Exchange Act, 15 U.S.C. §   78t(a), for Defendants SharkDreams’ and D Dollar’s
violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.  Unless enjoined,
Nukarapu will again engage in conduct that would render him liable, under Section 20(a) of the
Exchange Act, for violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:
I.
Injunction
 Permanently restraining and enjoining Defendants Nukarapu and SharkDreams and all
persons in active concert or participation with any of them from violating Securities Act Sections
17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5] and permanently restraining and enjoining Defendant D
Dollar and all persons in active concert or participation with it from violating Securities Act
Sections 17(a)(1) and (3) [15 U.S.C. § 77q(a)(1) and (3)] Exchange Act Section 10(b) [15 U.S.C.
§78j(b)] and Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5];

21

II.
Conduct-Based Injunction Against Nukarapu
 Issue an order against Defendant Nukarapu in accordance with Section 21(d)(5) of the
Exchange Act, 15 U.S.C. §   78u(d)(5) and Section 20(b) of the Securities Act, 15 U.S.C. §   77t(b),
permanently enjoining him 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 Nukarapu from purchasing or
selling securities for his own personal account;

III.
Conduct-Based Injunction Against SharkDreams and D Dollar
 Issue an order against Defendants SharkDreams and D Dollar in accordance with Section
21(d)(5) of the Exchange Act,  15 U.S.C. §   78u(d)(5) and Section 20(b) of the Securities Act, 15
U.S.C. §   77t(b),  permanently enjoining them from directly or indirectly, including, but not limited
to, through any entity owned or controlled by them, participating in the issuance, purchase, offer,
or sale of any security;
IV.
Officer and Director Bar
 Issue an order against Defendant Nukarapu in accordance with Section 21(d)(2) of the
Exchange Act, 15 U.S.C. §   78u(d)(2), prohibiting him from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, 15
U.S.C. §   781, or that is required to file reports pursuant to Section 15(d) of the Exchange Act, 15
U.S.C. § 78o(d);

22

V.
Disgorgement and Prejudgment Interest
 Ordering Defendants to disgorge on a joint and several basis, and with prejudgment
interest, the ill-gotten gains and/or unjust enrichment they received directly or indirectly as a
result of the violations alleged here and to pay prejudgment interest thereon pursuant to
Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and
78u(d)(7)];

VI.
Civil Penalty
 Ordering Defendants to pay civil money penalties pursuant to Securities Act Section
20(d) [15 U.S.C. § 77t(d)], and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; and

VII.
Further Relief
 Granting any other and further relief this Court may deem just and proper for the benefit
of investors.

23

VIII.
Demand for Jury Trial
 The Commission hereby demands a trial by jury on any and all issues in this action so
triable.

Dated: September 11, 2023

Respectfully submitted,

       /s/ Peter Lallas
      Peter Lallas (NY Bar No. 4290623)
[email protected]
      (202) 256-3900
      Attorney for Plaintiff
      SECURITIES AND EXCHANGE COMMISSION
      100 F. Street, NE
      Washington D.C. 20549

1 
 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NORTH CAROLINA 

WESTERN DIVISION 
 

  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

         
Plaintiff,  

  
-against-   

        JURY TRIAL DEMANDED 
DHARMA TEJA NUKARAPU, 
SHARKDREAMS, INC. (A/K/A FELLOW), and 
D DOLLAR, INC. 
 

 
Case No. 5:23-cv-503 

  
Defendants. 

 
 

  
 
 

COMPLAINT 
 

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

Complaint against Defendants Dharma Teja Nukarapu (“Nukarapu”), SharkDreams, Inc. 

(“SharkDreams”), and D Dollar, Inc. (“D Dollar”), collectively “Defendants,” alleges as follows:  

 
SUMMARY 

  
1. From at least January 2018 to November 2019 (the “Relevant Period”), 

SharkDreams and its CEO, Nukarapu, fraudulently raised approximately $2.7 million from more 

than 20 investors through securities offerings of SharkDreams, a purported healthcare software 

development firm based in Raleigh, North Carolina.   

2. During the Relevant Period, SharkDreams and Nukarapu made multiple false and 

misleading statements to current and prospective investors in connection with the offer and sale 

of SharkDreams securities, including that prior investors had doubled their money in a year, that 

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SharkDreams was valued at as much as $7 million to $30 million, that SharkDreams had 

customer orders, and that it had a large investor who would buy out all of the remaining 

SharkDreams shares to infuse capital.  None of this was true.  SharkDreams had no revenue-

producing customer orders or contracts, there was no factual basis for a valuation in the range 

Nukarapu touted, and there was never a bona fide offer to buy out SharkDreams shares.   

3. Additionally, in 2019 and 2020, D Dollar, a company owned by Nukarapu, raised 

at least $650,000 from investors.  Investors were told that the funds would be used for a 

purported D Dollar subsidiary owned by Nukarapu, Vera Smart Healthcare (“Vera”); but 

Nukarapu misappropriated approximately $595,000 of the investment proceeds from D Dollar to 

fund SharkDreams operations and for his personal uses.   

JURISDICTION AND VENUE 

4. The SEC sues under Section 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 

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

78u(e)].  

5. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v], and Sections 21 and 27 of the Exchange Act [15 

U.S.C. §§ 78u and 78aa]. 

6. Defendants, directly and indirectly, have made use of the mails or the means or 

instruments of interstate commerce in connection with the transactions, acts, practices, and 

course of business alleged herein, by, among other means, soliciting investments via the internet 

and accepting investor deposits via wire transfer. 

7. Venue is proper in the Eastern District of North Carolina 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. § 

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78aa].  Certain of the transactions, acts, practices and courses of business constituting the 

violations alleged herein occurred within the Eastern District of North Carolina and elsewhere, 

and were effected, directly or indirectly, by use of the means or instruments or instrumentalities 

of transportation or communications in interstate commerce, or of the mails.  During the 

Relevant Period, Nukarapu resided in this District and India, and Defendants SharkDreams and 

D Dollar are North Carolina companies with their registered principal places of business in this 

District.   

8. SharkDreams, D Dollar and Nukarapu executed agreements tolling the statutes of 

limitations for the period September 19, 2022 through September 14, 2023. 

DEFENDANTS 
 

9. Dharma Teja Nukarapu, age 37, resides in Apex, North Carolina and in India.  He 

co-founded and serves as CEO and majority owner of SharkDreams.  He is also sole owner of D 

Dollar.  From at least January 2018 through late 2019, he resided in the United States.  In late 

2019, he traveled to India and, upon information and belief, remains there, with members of his 

family remaining in the United States.  He has since returned to the United States on occasion.  

10. SharkDreams, Inc., incorporated in North Carolina in 2017 with its principal place 

of business in Raleigh, North Carolina, is purportedly a healthcare software development firm.  It 

is also known by the name “Fellow,” and was previously incorporated as Shark Dreams LLC.  

Nukarapu, its founder, owns approximately 55% of the company, which had between fourteen 

and twenty-nine employees from 2018 through 2020.  Neither SharkDreams nor its securities 

have ever been registered with the SEC in any capacity.    

11. D Dollar, Inc., incorporated in North Carolina with its principal place of business 

in Raleigh, North Carolina, purports to be a venture capital company. Nukarapu owns D Dollar.  

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Neither D Dollar nor its securities have ever been registered with the SEC in any capacity.  

OTHER RELATED ENTITIES  

 12. Vera Smart Healthcare (“Vera”) is an Indian company, which is 95% owned by 

Nukarapu and 5% owned by a family member.  Vera purports to be a network of hospitals and 

facilities providing healthcare services in India.   

FACTUAL ALLEGATIONS 

A. BACKGROUND 
 

13. Founded by Nukarapu in 2016, SharkDreams is purported to be in the business of 

developing, manufacturing, and marketing a pill bottle, skin patch, and other products and 

services that use a proprietary web-based software, known as the LIVIT products.  These 

products purportedly facilitated the ability to monitor patients’ compliance with medication, as 

well as other medical monitoring. 

14. In 2017, Nukarapu and SharkDreams sought investments in SharkDreams 

ostensibly to continue and expand those businesses.  During the Relevant Period, SharkDreams’ 

business was not successful in generating revenue.  SharkDreams had only one operative 

customer agreement for LIVIT: an April 2018 agreement with Company A, a specialty pharmacy 

affiliate of a publicly traded managed care company.  This agreement provided for a free 90-day 

trial of SharkDreams’ LIVIT pill bottle, after which the parties would negotiate a fee if Company 

A determined to proceed with purchasing SharkDreams’ products.   

15. In the first quarter of 2019, Company A invited select patients to participate in the 

trial of SharkDreams’ LIVIT products, but no patients signed up.  Later in 2019, SharkDreams 

and Company A explored a texting-based campaign to generate patient participation in the trial; 

however, it also was never implemented.  Then, in April 2021, Company A sent a letter to 

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SharkDreams terminating the agreement, after the relationship had been essentially dormant for 

almost two years.  

16. Ultimately, Company A never paid SharkDreams for any LIVIT products, nor did 

it have any outstanding payment obligations to SharkDreams.  Moreover, SharkDreams never 

received any revenue from any LIVIT product sales. 

17. SharkDreams’ failure to sell LIVIT products or otherwise generate revenue did 

not cause Nukarapu to give up on his venture.  Instead, while SharkDreams continued to incur 

expenses while receiving little to no cash revenue, Nukarapu took steps to obtain operating 

capital from investors.   

B. NUKARAPU AND SHARKDREAMS RAISED OVER $2.7 MILLION FROM 
RETAIL INVESTORS  

 
18. From at least January 2018 through June 2019, SharkDreams and Nukarapu raised 

at least $2.7 million from at least 20 individuals and entities in at least three securities offerings, 

including the sale of:  (1) Simple Agreements for Future Equity (“SAFE Units”); (2) preferred 

shares of SharkDreams; and (3) convertible notes.   

19. SharkDreams’ preferred stock share offerings constituted an offer and sale of 

securities.  In particular, Nukarapu and SharkDreams offered and sold the preferred shares in 

order to raise money to fund the SharkDreams business.   

20. SharkDreams’ convertible notes also constituted an offer and sale of securities.  

Nukarapu and SharkDreams also offered and sold the convertible notes in order to raise money to 

fund the SharkDreams business. These notes were convertible into stock shares at a later date.  

21. The SAFE units that investors purchased from SharkDreams are also securities 

because, under their terms, they converted to shares of SharkDreams preferred stock upon certain 

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conditions, such as if SharkDreams received equity financing or had a liquidity event. 

22. Nukarapu solicited equity investments in SharkDreams from investors through the 

sale of these SAFE Units, preferred shares and convertible notes, including to his circle of 

childhood friends, his wife’s work colleagues, and SharkDreams employees.   

23. Nukarapu also sought additional debt investments in SharkDreams from at least 

five individuals, some memorialized by promissory notes issued by SharkDreams or him 

personally, others without written documentation (collectively, “Notes”).  

24. These Notes offered by Nukarapu and SharkDreams were also securities.   

25. Nukarapu and SharkDreams were motivated to raise money for general use in 

SharkDreams’ business through the Notes.  The investors, who were not commercial lenders, 

were motivated primarily by the profit that would be generated, including the high returns they 

were promised.   

26. The Notes were ultimately sold to at least five purchasers, though Nukarapu 

solicited investments from additional persons, such as through a March 2019 investor update 

email in which he requested “all the existing investors to participate” in one of four investment 

options, including a “finance” investment with a purported twenty-five percent return. 

27. A reasonable member of the investing public would consider the SharkDreams 

Notes to be securities.   

28. No regulatory scheme or factor significantly reduced the risk of the SharkDreams 

notes, such that a court should not apply the federal securities laws to the SharkDreams Notes 

offering. 

29. In or around 2019, Nukarapu hired a SharkDreams finance employee (Employee 

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1) who also solicited investments on behalf of SharkDreams and D Dollar.   

30. To solicit investors, SharkDreams used “pitch decks” and private placement 

memoranda (“PPM”).1  Nukarapu sent information such as these to prospective investors and 

conducted nearly all of the solicitations himself.  Nukarapu also solicited additional investments 

from existing investors by sending investor update emails that included false and misleading 

valuations and projections that he created or approved.   

C. NUKARAPU AND SHARKDREAMS MADE MATERIALLY FALSE AND 
MISLEADING STATEMENTS IN THE OFFER AND SALE OF SECURITIES 

 
31. During the Relevant Period, SharkDreams and Nukarapu made false and 

misleading statements to potential and existing investors when soliciting investments.  As 

described in further detail below, Nukarapu authored, created, or approved false and misleading 

SharkDreams’ valuations and revenue projections sent to investors.  He also created and sent 

false and misleading investor update emails from his SharkDreams email account to investors.  

These communications to current and prospective investors included misstatements concerning 

SharkDreams’ business, the value of the company and its securities, and a potential sale of the 

company.   

1. False and Misleading Statements Concerning SharkDreams’ Business  
Prospects 

 
32. SharkDreams and Nukarapu made numerous false and misleading statements 

about the status of its alleged projects and about its agreements with several healthcare 

companies and pharmacies.   

33. For example, while continuing to solicit new investments from existing investors, 

                                                 
1   A PPM contains the material details about a private securities offering and is sent to 
prospective investors.   

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Nukarapu claimed in investor update emails sent to at least nine investors in January and 

February 2018 that Company A had given SharkDreams approval to ship LIVIT with a quantity 

of 18,000 per year, and that SharkDreams was in negotiations with Company A for the purchase 

of 50,000 LIVIT products.  These statements were false as Company A had made no such 

agreements or approvals to purchase the claimed quantities of LIVIT. 

34. Also in February 2018, Nukarapu sent an email update to at least ten investors 

that stated, among other things, that, as part of the “full launch” of LIVIT, a “demo” with 

Company B, a major pharmacy chain, would be scheduled in March.  But that was false, as there 

was not any actual or proposed “demo” between SharkDreams and Company B, or any other 

business relationship between SharkDreams and Company B.   

35. In an April 2018 investor update email to existing investors, Nukarapu stated that 

SharkDreams sold 3,000 LIVIT units for $70,000 to an unidentified Fortune 500 company when, 

in fact, SharkDreams had made no such sale. 

36. In the fall of 2019, Nukarapu told at least one prospective investor on a 

conference call that SharkDreams needed additional funds because it was rolling out its medical 

monitoring device product, at a fast pace.  This statement was false, because SharkDreams never 

sold any LIVIT products and was not rolling out its product to any paying customers, much less 

at a fast pace.  After the call, that individual invested $50,000 in SharkDreams.   

37. These false and misleading statements were material because a reasonable 

investor would have wanted to know accurate information concerning SharkDreams’ customer 

contracts, product sales, and revenues.  Further, this type of information was important to 

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SharkDreams’ investors. 

2. Statements Concerning SharkDreams’ Value and Return on Investment 
 

38. During the Relevant Period, in emails to potential and actual investors, and during 

in-person sales pitches, SharkDreams and Nukarapu made materially false and misleading 

statements about the current and future valuation of SharkDreams and the value of its issued 

stock.   

39. For example, in February 2018, to induce additional investments, Nukarapu 

claimed in an investor update email to existing investors that SharkDreams had “stepped up to 

the next level” and was worth $9-17 million.   

40. In March 2019, Nukarapu claimed in an investor update email soliciting new 

investments that SharkDreams “is growing and heading towards $50 Million valuation,” with a 

“current valuation of $30 million.”   

41. During the Relevant Period, SharkDreams did not have any paying clients for 

LIVIT and had not sold any LIVIT products—and ultimately never did.  Accordingly, it had 

little to no cash revenue and was not worth anywhere near $30 million 

42. Nukarapu knew, or was reckless in not knowing, that SharkDreams was not worth 

the current or projected amounts he represented to existing or prospective investors and had no 

reasonable basis for making any representations that the valuations were as high as he claimed.  

Accordingly, his statements concerning SharkDreams’ current and projected valuations were 

false and misleading. 

43. Similarly, Nukarapu made false and misleading statements to current and 

prospective investors about outsized returns earned by prior investors in order to induce initial or 

additional investments.  For example, in February 2018, Nukarapu emailed existing investors 

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stating that “first round investors have almost doubled their investment” and a May 2018 pitch 

deck sent to an investor boasted SharkDreams had “doubled their investment […] financiers 

have made a 25% ROI [return on investment] in 12 months.”   

44. Additionally, in March 2019, Nukarapu again claimed in an investor update email 

that “a good example to estimate your investment earning in this year, if invested $100,000, was 

[currently] $200,000.”  In fact, as Nukarapu knew, as of February 2018, May 2018, and March 

2019, investors had not received any return on their investments, and certainly had not come 

close to doubling their money. 

45. These statements were material because a reasonable investor would have wanted 

to know its actual revenues and accurate valuations of the company and its issued stock. 

3. Statements Concerning Potential Sale 

46. In late August 2019, Nukarapu made false and misleading statements regarding a 

potential sale of SharkDreams in order to induce current investors to send additional funds.  

Specifically, Nukarapu emailed investors falsely stating that SharkDreams had found buyers to 

“buy all the investor stock and also fund company continuously.”  In that email he also claimed 

SharkDreams had a “$20+M valuation.”  Nukarapu gave investors “only two options, 1. Sell 

Investor stock for approximately 160% to 200% return in hand (after 30% taxes & 15-20% 

service fee) [or] 2. Invest 100% more with no additional dilution or finance.”  Nukarapu further 

stated that, for both options, a service fee or additional investment would be required to be paid 

right away or “heavy penalties will be imposed.”   

47. The statements in this email were false and misleading because there was never 

any bona fide offer to buy out SharkDreams shares.  These statements were material because a 

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reasonable investor would have wanted to know the true nature of any buyer of SharkDreams’ 

shares. 

48. At the time he made the statements described above, Nukarapu knew or was 

reckless in not knowing that the statements he made and disseminated about SharkDreams, 

including baseless valuations and future projections, were false or misleading.   

49. Nukarapu was involved in all aspects of the SharkDreams business, including 

authoring, reviewing, and disseminating investor materials, creating SharkDreams’ valuations 

and projections that were sent to investors, and managing investor funds, including being the sole 

decision-maker regarding which noteholders/financiers were repaid.  Accordingly, he knew, was 

reckless in not knowing, or was negligent in not knowing the falsity of statements and 

projections communicated to existing or prospective investors.   

50. Nukarapu’s conduct can be imputed to SharkDreams because he controlled the 

company. 

D. NUKARAPU AND SHARKDREAMS ENGAGED IN OTHER DECEPTIVE 
CONDUCT  

 
51. As described above, SharkDreams and Nukarapu raised funds from investors 

through the sale of Notes issued by SharkDreams and Nukarapu; some were documented as 

promissory notes, while no written documentation exists for others.  SharkDreams and Nukarapu 

promised prospective and existing investors outsized returns on these debt investments.   

52. At times, SharkDreams and Nukarapu offered unrealistically high interest rates 

far in excess of commercial lending rates – some upwards of 25% – to entice investors to provide 

funds to SharkDreams.   

53. Many of the Notes also promised a full return on investment within a year or less.  

But SharkDreams did not have any realistic ability to repay the notes either at the time they were 

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executed or subsequently.   

54. Thus, the repayments to SharkDreams Noteholders that did occur were largely 

made using funds from new investments, including proceeds from new Noteholders.   

55. Moreover, in late 2019 and 2020, after not receiving promised payments of 

interest or principal, SharkDreams Noteholders repeatedly sent inquiries to SharkDreams and 

Nukarapu, who used various delay strategies in an attempt to coax the noteholders from 

requesting repayment of their overdue promissory notes.   

56. For example, Nukarapu sent out “lulling” emails to existing investors in an effort 

to give them a false sense of security and stall repayments to them. These emails included false 

claims such as “I think I over-delivered…as I went beyond what I promised all of you.  [L]et me 

put in simple terms, company can claim approximately $100M valuation based on existing work 

orders.”   

57. In at least several instances, Nukarapu was able to persuade investors to “roll-

over” the Notes for another term or “convert” the notes to a stock investment in SharkDreams—

even “converting” at least one of the notes to a personal loan because, in fact, SharkDreams did 

not have sufficient funds (or any meaningful cash revenues) to repay it.   

58. Nukarapu continued to engage in lulling activities until this year, telling one 

investor in February 2023, who had been requesting repayment for years, “My apologies for the 

delay in communication.  If you can give me another 10 days time, as I am working on few deals 

currently, I will show progress from my end. I will put all the commitment for you to start seeing 

results... I will provide the NDA/loan payment terms in a week or two.”  This investor was never 

repaid.  

59. A number of SharkDreams investors lacked significant investing experience, and 

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some were unfamiliar with Notes.  For example, Investor 1 had never previously invested and 

had limited knowledge of convertible notes.  Nonetheless, Investor 1 invested $200,000 in 

SharkDreams by purchasing a convertible note in 2019.   

60. Some SharkDreams investors also sent funds to Nukarapu’s personal bank 

account, where the funds were then commingled.  For example, Investor 1 made his $200,000 

investment by sending $100,000 to Nukarapu’s personal account and $100,000 to SharkDreams’ 

account; Investor 2 also sent his initial $50,000 investment proceeds to Nukarapu’s personal 

account.  

E. NUKARAPU AND D DOLLAR MISUSED INVESTOR FUNDS 
 

61. By late 2019, SharkDreams began using a purported affiliation with Vera, an 

Indian company in which Nukarapu had a 95% stake, as a means to solicit further investment.  

SharkDreams told actual and prospective investors that it had contracts with Vera and several 

hospitals and healthcare providers in India to supply services ranging from software 

infrastructure, patient management and tracking.  In 2020, SharkDreams claimed that it had 

contracts with the Indian government for Covid-19 monitoring.  However, SharkDreams 

ultimately received little to no actual cash from any of these contracts. 

62. Starting in at least 2019, D Dollar, a company owned by Nukarapu, solicited 

investments in D Dollar under the pretense of using the proceeds to fund the operations of Vera.  

For example, in at least three instances, investors sent funds to D Dollar after being told by 

Employee 1, who claimed to be the “director of sales of Vera,” that D Dollar was accepting 

investment funds for Vera or that Vera was a subsidiary of D Dollar.  

63. In 2019 and 2020, Nukarapu and D Dollar misused investor funds on at least three 

occasions related to investments concerning D Dollar and Vera totaling approximately $650,000.   

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64. First, in August 2019, Employee 1 procured an approximate $100,000 loan from  

Investor 1 for the purpose of investing in Vera hospitals.  Investor 1 made the loan to D Dollar, 

which Employee 1 had described as an investment corporation accepting investments for Vera.  

In exchange, Investor 1 was to receive a promissory note, with a two-to-three year term, a return 

of $5,000 in principal and $1,250 in interest per month, plus options to purchase (or the ability to 

convert the note into) shares of Vera and/or D Dollar.  Investor 1 never received a written 

memorialization of the promissory note. 

65. Immediately after Investor 1 wired the funds to the U.S. bank account of D 

Dollar, instead of being used to invest in Vera’s hospitals, those funds were immediately 

transferred from D Dollar to a SharkDreams bank account, with $75,000 then transferred the 

same day from SharkDreams to Nukarapu’s personal account for his personal use.   

66. Second, in August 2020, two married investors sent $400,000 to D Dollar as a 

“short-term” investment.  Employee 1 told them the investment would be “locked” for six 

months.  Employee 1 further told them that their investment also entitled them to receive 100 

shares of Vera, worth $40 each, that would appreciate by 50% to 250%.  Employee 1 told these 

investors that Vera was a subsidiary of D Dollar.   

67. Third, in September 2020, the married investors provided additional “stop-gap” 

financing of $150,000 to D Dollar, again under the pretense of  funding Vera operations, in 

exchange for a promissory note.  The original terms of the promissory note were for three 

months with an interest rate of three percent per week.  Initially, they did not receive any written 

documentation for either investment.  They later received a $150,000 promissory note issued by 

Vera, purportedly as a subsidiary of D Dollar, only after being told various reasons for lack of 

repayment and subsequently agreeing to renew the loan. 

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68. Following both the August 2020 and September 2020 investments, the majority of 

the couple’s funds were immediately transferred from D Dollar to a SharkDreams bank account 

and used to fund SharkDreams operations. 

69. In mid-2021, after the investors continued to request repayment from D Dollar 

representatives and Nukarapu, Nukarapu became uncommunicative.  They have not been repaid 

and never received any D Dollar or Vera shares.   

70. The three D Dollar/Vera investments described above, including those with terms 

less than nine months, constitute the offer and sale of securities.   

71. D Dollar was motivated to raise money for general use in SharkDreams’ business.  

The investors, who were not commercial lenders, were motivated primarily by the profit that 

would be generated, including the high returns they were promised. 

72. As described above, the loans made in August 2019 and August 2020 contained 

future share components.   

73. A reasonable member of the investing public would consider the investments in D 

Dollar and Vera to be securities.   

74. No regulatory scheme or factor significantly reduced the risk of the investments in 

D Dollar and Vera, such that a court should not apply the federal securities laws to the note 

offerings. 

75. Nukarapu knew or was reckless in not knowing that the D Dollar bank account 

contained funds constituting investments in D Dollar, with the use of proceeds purpose for Vera, 

not SharkDreams.  Nukarapu knew that D Dollar accepted investment funds for Vera and he was 

the only signatory on the D Dollar bank account.   

76. Nukarapu owned and controlled D Dollar and conducted all aspects of its 

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business.  As described above, investors purchased Notes and other investments from D Dollar, 

purportedly for the proceeds to be used in what they understood was D Dollar’s subsidiary Vera.   

77. However, after the funds were received by D Dollar, Nukarapu immediately 

transferred most of those investor funds from D Dollar to SharkDreams.  Nukarapu knowingly or 

recklessly misappropriated the investor proceeds to fund SharkDreams’ operations and for his 

own personal use.  Nukarapu’s conduct can be imputed to D Dollar because he controlled the 

company. 

CLAIMS FOR RELIEF 
 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5(a) and (c) thereunder  

(All Defendants) 
 

78. The Commission re-alleges and incorporates by reference herein paragraphs 1 

through 77.  

79. Defendants, directly or indirectly, singly or in concert, in connection with the 

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

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have employed one or more devices, schemes, or artifices to defraud. 

80. Defendants, directly or indirectly, singly or in concert, in connection with the 

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

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have engaged in one or more acts, practices, or courses of business which operated or 

would operate as a fraud or deceit upon other persons.  

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81. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, 

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

 
SECOND CLAIM FOR RELIEF 

Violations of Exchange Act Section 10(b) and Rule 10b-5(b) thereunder  
(Defendants Nukarapu and SharkDreams, Inc.) 

 
82. The Commission re-alleges and incorporates by reference herein paragraphs 1 

through 77.  

83. Defendants Nukarapu and SharkDreams, directly or indirectly, singly or in 

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

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

exchange, knowingly or recklessly made one or more untrue statements of a material fact or 

omitted to state one or more material facts necessary in order to make the statements made, in 

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

84. By reason of the foregoing, Defendants Nukarapu and SharkDreams, directly or 

indirectly, singly or in concert, has 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(b) thereunder [17 C.F.R. §§ 

240.10b-5(b)].  

 
THIRD CLAIM FOR RELIEF 

Violation of Sections 17(a)(1), (2) and (3) of the Securities Act 
(Defendants Nukarapu and SharkDreams, Inc.) 

 
85. The Commission re-alleges and incorporates by reference herein paragraphs 1 

through 77. 

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86. By reason of the conduct described above, Defendants Nukarapu and 

SharkDreams, in connection with the offer or sale of securities, by the use of the means or 

instrumentalities of interstate commerce or of the mails, directly or indirectly, acting knowingly, 

recklessly, or, as to (ii) and (iii), negligently (i) employed devices, schemes, or artifices to 

defraud; (ii) obtained money or property by means of untrue statements of material facts and 

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

circumstances under which they were made, not misleading; and (iii) engaged in acts, practices, 

or courses of business which operated or would operate as a fraud or deceit upon any persons, 

including purchasers or sellers of the securities. 

87. By reason of the foregoing, Defendants Nukarapu and SharkDreams, directly or 

indirectly, singly or in concert, have violated, and unless enjoined will continue to violate, 

Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2) and (3)]. 

 
FOURTH CLAIM FOR RELIEF 

Violation of Sections 17(a)(1) and (3) of the Securities Act 
(Defendant D Dollar, Inc.) 

 
88. The Commission re-alleges and incorporates by reference herein paragraphs 1 

through 77.  

89. By reason of the conduct described above, Defendant D Dollar, Inc., directly or 

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

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

indirectly: (a) employed devices, schemes, or artifices to defraud; and (b) engaged in 

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

deceit upon the purchaser.   

90. Defendant D Dollar, Inc., with scienter, employed devices, schemes and artifices 

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to defraud; and, with scienter and/or negligence, engaged in transactions, practices, or courses of 

business which operated or would operate as a fraud or deceit, upon the purchaser.   

91. By engaging in the conduct described above, Defendant D Dollar, Inc. violated, 

and unless restrained and enjoined will continue to violate, Sections 17(a)(1) and 17(a)(3) of the 

Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3). 

 

FIFTH CLAIM FOR RELIEF 
Control Person Liability under Section 20(a) of the Exchange Act  

(Defendant Nukarapu) 
 

92. The Commission re-alleges and incorporates by reference herein paragraphs 1 

through 77. 

93. Pursuant to Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)], any person 

who, directly or indirectly controls an entity that is liable under any provision of the Exchange 

Act or any rule or regulation thereunder, shall also be jointly and severally liable with and to the 

same extent as that entity, unless the controlling person can establish that he acted in good faith 

and did not directly or indirectly induce the act or acts constituting the violation or cause of 

action.  

94. As alleged above, Defendants SharkDreams and D Dollar violated Section 10(b) 

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

95. At all relevant times, Defendant Nukarapu was the CEO and majority owner of 

SharkDreams and he possessed, directly or indirectly, the power to direct or cause the direction 

of the management and policies of Defendant SharkDreams.  Defendant Nukarapu was in charge 

of all activities in which SharkDreams engaged and was the sole decision-maker for the 

company.   

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96. At all relevant times, Defendant Nukarapu was the sole owner of D Dollar and he 

possessed, directly or indirectly, the power to direct or cause the direction of the management 

and policies of Defendant D Dollar.  Defendant Nukarapu was in charge of all activities in which 

D Dollar engaged and was the sole decision-maker for the company.   

97. Defendant Nukarapu is therefore liable as a controlling person under Section 

20(a) of the Exchange Act, 15 U.S.C. § 78t(a), for Defendants SharkDreams’ and D Dollar’s 

violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.  Unless enjoined, 

Nukarapu will again engage in conduct that would render him liable, under Section 20(a) of the 

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

 
 
 

PRAYER FOR RELIEF 

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

judgment: 

I. 

Injunction 

 Permanently restraining and enjoining Defendants Nukarapu and SharkDreams and all 

persons in active concert or participation with any of them from violating Securities Act Sections 

17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. §78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5] and permanently restraining and enjoining Defendant D 

Dollar and all persons in active concert or participation with it from violating Securities Act 

Sections 17(a)(1) and (3) [15 U.S.C. § 77q(a)(1) and (3)] Exchange Act Section 10(b) [15 U.S.C. 

§78j(b)] and Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5]; 

 

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II. 

Conduct-Based Injunction Against Nukarapu 

 Issue an order against Defendant Nukarapu in accordance with Section 21(d)(5) of the 

Exchange Act, 15 U.S.C. § 78u(d)(5) and Section 20(b) of the Securities Act, 15 U.S.C. § 77t(b), 

permanently enjoining him 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 Nukarapu from purchasing or 

selling securities for his own personal account; 

 

III. 

Conduct-Based Injunction Against SharkDreams and D Dollar 

 Issue an order against Defendants SharkDreams and D Dollar in accordance with Section 

21(d)(5) of the Exchange Act, 15 U.S.C. § 78u(d)(5) and Section 20(b) of the Securities Act, 15 

U.S.C. § 77t(b), permanently enjoining them from directly or indirectly, including, but not limited 

to, through any entity owned or controlled by them, participating in the issuance, purchase, offer, 

or sale of any security; 

IV. 

Officer and Director Bar 

 Issue an order against Defendant Nukarapu in accordance with Section 21(d)(2) of the 

Exchange Act, 15 U.S.C. § 78u(d)(2), prohibiting him from acting as an officer or director of any 

issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act, 15 

U.S.C. § 781, or that is required to file reports pursuant to Section 15(d) of the Exchange Act, 15 

U.S.C. § 78o(d); 

 

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V. 

Disgorgement and Prejudgment Interest 

 Ordering Defendants to disgorge on a joint and several basis, and with prejudgment 

interest, the ill-gotten gains and/or unjust enrichment they received directly or indirectly as a 

result of the violations alleged here and to pay prejudgment interest thereon pursuant to 

Exchange Act Sections 21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 

78u(d)(7)]; 

 

VI. 

Civil Penalty 

 Ordering Defendants to pay civil money penalties pursuant to Securities Act Section 

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

 

VII. 

Further Relief 

 Granting any other and further relief this Court may deem just and proper for the benefit 

of investors. 

 

  

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VIII. 

Demand for Jury Trial 

 The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 
  
Dated: September 11, 2023 
  

      

Respectfully submitted, 
             
       /s/ Peter Lallas    

      Peter Lallas (NY Bar No. 4290623) 
[email protected] 

      (202) 256-3900 
      Attorney for Plaintiff 
      SECURITIES AND EXCHANGE COMMISSION 
      100 F. Street, NE 
      Washington D.C. 20549 

 

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