SEC v. RICHARD ST. JULIEN; JARED MITCHELL; CHRISTOPHER F. CASTALDO; LOUIS F. PETROSSI; HERSCHEL C. (a/k/a TRES) KNIPPA; RICHARD L. BROWN, et al., No. 1:16-cv-2193, Eastern District of New York (May 3, 2016) — Complaint

ANDREW M. CALAMARI
REGIONAL DIRECTOR
Sanjay Wadhwa
Sheldon L. Pollock
John O. Enright
Ann Marie Preissler
Attorneys for Plaintiff
U.S. SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
Phone:  (212) 336-9138 (Enright)
Email: [email protected]
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
1:16-cv-2193
-against-
RICHARD ST. JULIEN,
COMPLAINT
JARED MITCHELL,

CHRISTOPHER F. CASTALDO,

LOUIS F. PETROSSI,

HERSCHEL C. (a/k/a TRES) KNIPPA,

RICHARD L. BROWN,

GERALD J. (a/k/a GERRY) COCUZZO,

NAVEED A. (a/k/a NICK) KHAN,

MAROOF MIYANA,

and

PRANAV V. PATEL,

Defendants.
Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
against defendants Richard St. Julien (“St. Julien”), Jared Mitchell (“Mitchell”), Christopher F.
Castaldo (“Castaldo”), Louis F. Petrossi (“Petrossi”), Herschel C. (a/k/a Tres) Knippa

(“Knippa”), Richard L. Brown (“Brown”), Gerald J. (a/k/a Gerry) Cocuzzo (“Cocuzzo”), Naveed
A. (a/k/a Nick) Khan (“Khan”), Maroof Miyana (“Miyana”), and Pranav V. Patel (“Patel” and,
together with Brown, Cocuzzo, Khan, and Miyana, the “Registered Representative Defendants”)
(collectively, the “Defendants”), alleges as follows:
SUMMARY OF ALLEGATIONS
1. This case concerns three schemes to defraud investors in ForceField Energy, Inc.
(f/k/a SunSi Energies, Inc.) (referred to hereinafter as “ForceField”), a public issuer and
Commission registrant whose common stock was traded on the NASDAQ Capital Market
(“NASDAQ”) from October 15, 2013 to April 20, 2015.
2. All three schemes were orchestrated by ForceField’s ex-Chairman, defendant St.
Julien, with the other defendants serving as his accomplices for one or more of the schemes.
3. In the first scheme, which took place between approximately October 2014 and
April 2015, St. Julien hired defendant Mitchell, a purported “investor relations” professional, to
pay cash kickbacks to the Registered Representative Defendants in return for their
recommending and purchasing ForceField stock in their customers’ accounts.  The Registered
Representative Defendants, all of whom were registered with the Commission and associated
with registered broker-dealers, did not disclose to their customers that they were being paid these
cash kickbacks.
4. In the second scheme, which took place between approximately June 2012 and
January 2014, St. Julien paid kickbacks to defendant Castaldo—a former registered
representative who was found liable by a jury in 2009 for violating the federal securities laws—
for the latter’s successful solicitation of investors to buy ForceField stock in their personal
brokerage accounts.  Castaldo lured investors into investing in ForceField by first touting the
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company in an investment newsletter he sells to investors under the name of Wall Street Buy Sell
Hold, Inc. (“WSBSH”).  Although St. Julien paid Castaldo to tout ForceField in the WSBSH
newsletter, Castaldo did not accurately disclose in the newsletter the amount of compensation he
was being paid.
5. Castaldo then solicited the investors who subscribed to the WSBSH newsletter to
buy ForceField stock in their personal brokerage accounts.  Castaldo advised these investors on
the merits of investing in ForceField, but he did not disclose to them that St. Julien was paying
him kickbacks of approximately 10% of the dollar amount of stock the investors bought.
6. In the third scheme, which took place between approximately December 2009 and
April 2015, St. Julien paid defendants Knippa and Petrossi, neither of whom was registered as a
broker with the Commission, kickbacks in exchange for their successfully soliciting investments
in ForceField’s private placements of common stock and warrants.  Knippa and Petrossi solicited
investors at, among other places, investment conferences they attended with St. Julien.  Knippa
and Petrossi advised potential investors on the merits of investing in ForceField, but they failed
to disclose to these investors that St. Julien was paying them kickbacks of 10% or more of the
dollar amount of stock and warrants that investors purchased.  Knippa went so far as to tout
ForceField on the Fox Business Network’s “Varney & Co.” show as a purported market
commentator without disclosing to the host or the viewers that he was ForceField’s purported
head of investor relations and was soliciting investors in exchange for kickbacks he expected to
receive from St. Julien.
7. In each of the three schemes, St. Julien and the other Defendants tried to conceal
their illegal conduct by, among other things, having St. Julien pay most of the kickbacks through
an offshore nominee he controlled.  Mitchell and some of the Registered Representative
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Defendants also sought to conceal their illegal conduct by communicating with each other on
prepaid, disposable (i.e., “drop” or “burner”) phones.  Finally, St. Julien, Mitchell, and some of
the Registered Representative Defendants sought to conceal their illegal conduct by
communicating with each other using an encrypted, content-expiring messaging app on their
cellphones.
VIOLATIONS
8. Based on the conduct alleged in this Complaint:
(a) St. Julien violated Sections 5 and 17(a)(1) and (3) of the Securities Act of
1933 (“Securities Act”) [15 U.S.C. §§ 77e and 77q(a)(1) and (3)], and Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5(a) and (c) thereunder [17
C.F.R. §§ 240.10b-5(a) and (c)];
(b) Mitchell violated Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §
77q(a)(1) and (3)], and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-
5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)];
(c) Castaldo violated Sections 17(a) and 17(b) of the Securities Act [15 U.S.C. §§
77q(a) and 77q(b)], and Sections 10(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and
78o(a)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5];
(d) Petrossi violated Sections 5 and 17(a) of the Securities Act [15 U.S.C. §§ 77e
and 77q(a)], and Sections 10(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)]
and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5];
(e) Knippa violated Sections 5, 17(a), and 17(b) of the Securities Act [15 U.S.C.
§§ 77e, 77q(a), and 77q(b)], and Sections 10(b) and 15(a) of the Exchange Act [15 U.S.C. §§
78j(b) and 78o(a)] and Rule 10b-5 thereunder [17 C.F.R. §§ 240.10b-5]; and
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(f) the Registered Representative Defendants violated Section 17(a) of the
Securities Act [15 U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
NATURE OF PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d)(1) of the Exchange
Act [15 U.S.C. § 78u(d)(1)], seeking to permanently enjoin the Defendants from engaging in the
acts, practices, transactions and courses of business alleged herein.  The Commission also seeks
a final judgment: (a) ordering the Defendants to disgorge their ill-gotten gains, on a joint and
several basis, together with prejudgment interest thereon, and to pay civil money penalties
pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)]; (b) imposing a penny stock bar order against St. Julien,
Castaldo, and Petrossi pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and
21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]; and (c) entering an officer-and-director
bar against St. Julien, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and
Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].  Finally, the Commission seeks
any other relief the Court may deem just and appropriate.
JURISDICTION AND VENUE
10. This Court has jurisdiction over this action under 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 28 U.S.C. § 1331.
11. Venue is proper in the Eastern District of New York under Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d) and 27 of the Exchange Act [15 U.S.C.
5

§§ 78u(d) and 78aa].  Certain of the acts, practices, transactions, and courses of business alleged
in this Complaint occurred within the Eastern District of New York and were effected, directly or
indirectly, by making use of the means or instrumentalities of transportation or communication in
interstate commerce, or the mails.  For example, ForceField’s principal place of business was in
the Eastern District of New York while some of the schemes described herein took place.  In
addition, during the scheme, Brown, Castaldo, and Khan all resided in and had their places of
businesses in the Eastern District of New York.  Lastly, Castaldo solicited investors residing in
the Eastern District of New York to buy ForceField stock in their personal brokerage accounts.
DEFENDANTS
12. St. Julien, age 46, is a Canadian citizen who, during the relevant time period,
resided in Escazu, Costa Rica.  From March 24, 2009 to April 17, 2015, St. Julien served as a
director of ForceField.  From approximately mid-2012 to April 17, 2015, St. Julien served as the
Executive Chairman of ForceField’s Board of Directors.  On April 17, 2015, St. Julien was
arrested by the Federal Bureau of Investigation on the basis of a criminal complaint charging him
with one count of conspiracy to commit securities fraud.
13. Mitchell, age 34, resides in New York, New York.  Mitchell is a principal of
Excelsior Global Advisors, a purported investor relations firm.
14. Castaldo, age 44, resides in Glen Head, New York.  Castaldo is the president of
WSBSH and Stock Traders Press Inc. (“STP”), both of which publish investment newsletters.
While Castaldo is not currently associated with any registered entity, he was a registered
representative at various registered broker-dealers between approximately March 1992 and April
1998.  During that time, Castaldo held Series 7, 24, and 63 securities licenses.  On September 30,
2008, the Commission charged Castaldo with violating Section 15(a) of the Exchange Act and
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aiding and abetting violations of Section 15(b)(7) of the Exchange Act by a registered broker-
dealer.  A jury found Castaldo liable for the latter claim and, on August 17, 2009, Castaldo was
ordered to pay disgorgement, pre-judgment interest and civil penalties totaling more than
$280,000. SEC v. Castaldo et al., Lit. Release No. 22598 (Jan. 23, 2013).  Castaldo still owes
$240,353.56 of this judgment, and has not made a payment in the past six months.
15. Petrossi, age 75, resides, upon information and belief, in Reno, Nevada.  Petrossi
is the founder and owner of the “Wealth Research Institute,” a purported “financial service firm.”
While Petrossi is not currently registered with the Commission, he was a registered
representative at various registered broker-dealers between approximately April 1988 and
September 1992.  During that time, Petrossi held Series 6, 7, 24, 39, and 63 securities licenses.
16. Knippa, age 45, resides in Dallas, Texas.  In or around the beginning of July
2014, Knippa became ForceField’s head of investor relations.  While Knippa is not currently
registered with the Commission, he was a registered representative at various registered broker-
dealers between approximately November 1993 and November 1999.  During that time, he held
Series 3, 7, 63, and 65 securities licenses.  Knippa has been a commodities broker registered with
the U.S. Commodities Futures Trading Commission since approximately July 1993.
17. Brown, age 37, resides in Huntington, New York.  Brown is currently a registered
representative with a Brooklyn, New York-based registered broker-dealer.  From February 2012
to November 2015, Brown was a registered representative with a Staten Island, New York-based
registered broker-dealer.  Previously, Brown worked as a registered representative at various
other registered broker-dealers. Brown holds Series 7 and 63 securities licenses.
18. Cocuzzo, age 37, resides in Delray Beach, Florida.  Cocuzzo has been a
registered representative with a Boca Raton, Florida-based registered broker-dealer since
7

December 2014.  Previously, Cocuzzo worked as a registered representative at various registered
broker-dealers.  Cocuzzo holds Series 7 and 63 securities licenses.
19. Khan, age 33, resides in Staten Island, New York.  Khan has been a registered
representative with a New York, New York-based registered broker-dealer since approximately
April 2013.  Previously, Khan worked as a registered representative at various registered broker-
dealers.  Khan holds Series 7, 24, and 63 securities licenses.
20. Miyana, age 35, resides in Boca Raton, Florida. Miyana has been a registered
representative with a New York, New York-based registered broker-dealer since December
2014.  Previously, Miyana worked as a registered representative at various registered broker-
dealers.  Miyana holds Series 7, 24, and 63 securities licenses.
21. Patel, age 35, resides in Tamarac, Florida.  While Patel is not currently associated
with any registered entity, Patel was employed as a registered representative at a Boca Raton,
Florida-based registered broker-dealer between approximately January and December 2015.
Previously, Patel was a registered representative at various registered broker-dealers.  Patel held
Series 7 and 63 securities licenses.
RELEVANT ISSUER
22. ForceField is a Nevada corporation with a principal place of business in Coconut
Creek, Florida.  The company is a successor entity to Bold View Resources, Inc., a “mineral
exploration” company that was incorporated in Nevada in 2007 with a principal office in Las
Vegas, Nevada.  On March 24, 2009, the company changed its name to SunSi Energies, Inc.
(“SunSi”), its business to the “solar industry in China,” and its principal place of business to
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Brooklyn, New York.
1
  On February 28, 2013, SunSi changed its name to ForceField Energy,
Inc. and its business to the manufacturing, distribution, and licensing of “alternative energy
products and technologies.”  ForceField’s common stock was traded on NASDAQ from October
15, 2013 to April 20, 2015, and was registered with the Commission under Section 12(g) of the
Exchange Act from October 15, 2013 to May 12, 2015.  Prior to October 15, 2013, ForceField’s
stock was traded on the OTCQB marketplace operated by OTC Markets Group, Inc.  On April
20, 2015, NASDAQ halted trading in ForceField’s common stock.  On April 21, 2015, the
Commission suspended trading in ForceField’s securities for 10 business days.  On May 11,
2015, ForceField filed a Form 25 with the Commission, voluntarily delisting its securities from
NASDAQ effective May 12, 2015.
OTHER RELEVANT ENTITIES
23. WSBSH is a New York corporation with a principal place of business in
Glenwood Landing, New York.  Castaldo is WSBSH’s President.  Castaldo publishes an email
newsletter under the name of WSBSH that recommends investing in certain microcap and small-
cap issuers that have paid Castaldo to tout their securities.
24. Adventure Overseas Holding Corp. (“AOHC”) is an international business
corporation that St. Julien formed in or about 2004 under Belizean law, with a business address
in Belize City, Belize.
2
  St. Julien paid a Belizean accountant to be the entity’s nominal
president, secretary, and sole director.  St. Julien completely controlled AOHC, however, and
was the sole signatory on bank accounts and a brokerage account he opened in AOHC’s name.
1
ForceField’s principal place of business remained in Brooklyn through approximately November 30, 2011.
2
An international business corporation is an offshore, untaxed company formed under the laws of a foreign
jurisdiction that is not permitted to engage in business within the jurisdiction in which it is incorporated.
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FACTS

25. Over time, St. Julien took steps to get investors to buy shares of ForceField stock
through three separate but illegal schemes.  The common thread through each of those schemes
was St. Julien’s payment of hidden kickbacks to the other Defendants.
I.	 The First Scheme to Defraud Investors: St. Julien and Mitchell Pay the Registered
Representative Defendants Undisclosed Kickbacks.
26. In or about October 2014, St. Julien hired Mitchell, a purported investor relations
professional, to, among other things, pay the Registered Representative Defendants cash
kickbacks to induce them to recommend ForceField stock to their customers and to then buy
ForceField stock in those customers’ accounts.
27. St. Julien and Mitchell agreed that St. Julien would pay Mitchell a kickback of
approximately 10% of the dollar amount of ForceField stock that the Registered Representative
Defendants purchased in their customers’ accounts. St. Julien and Mitchell further agreed that
Mitchell would split the kickbacks with the Registered Representative Defendants, paying them
approximately half of what St. Julien wired to him.
28. St. Julien usually wired the kickbacks from an AOHC bank account he controlled
to an account that Mitchell controlled.  At other times, St. Julien caused third parties to wire the
kickbacks to an account that Mitchell controlled.
29. Mitchell tried to hide his payment of the kickbacks to the Registered
Representative Defendants by paying them by cash in person.  Mitchell would withdraw the
kickback payments from his account in cash, arrange to meet with the Registered Representative
Defendants in person, and then hand them the cash payments.
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30. Mitchell referred to himself as St. Julien’s “brown bag man”—that is, Mitchell
was responsible for paying the Registered Representative Defendants their kickback payments in
cash and in person.
31. Mitchell and some of the Registered Representative Defendants also tried to
conceal their illegal scheme by communicating with each other on prepaid, disposable (i.e.,
“drop” or “burner”) phones.  Beginning in approximately December 2014, St. Julien, Mitchell,
and some of the Registered Representative Defendants further tried to conceal their illegal
scheme by communicating with each other using an encrypted, “content-expiring” messaging
application (or app) on their cellphones. This messaging app encrypts all communications
locally on each user’s cellphone, and allows the user to auto-delete a message after the expiration
of the user’s choice of a set period of time lasting seconds up to one day.
32. Mitchell paid each of the Registered Representative Defendants as follows:
	 Brown:  Between October 2014 and April 2015, Mitchell paid Brown at
least $30,000 in cash in exchange for Brown recommending and buying
more than 256,000 shares of ForceField stock in approximately 25
customers’ accounts at a cost of more than $1,735,000.  At the time of St.
Julien’s arrest, Mitchell owed Brown approximately an additional $55,000.
	 Cocuzzo:  Between January and April 2015, Mitchell paid Cocuzzo at least
$18,500 in cash in exchange for Cocuzzo recommending and buying more
than 65,000 shares of ForceField stock in approximately 13 customers’
accounts at a cost of more than $485,000.  At the time of St. Julien’s arrest,
Mitchell owed Cocuzzo approximately an additional $15,000.
	 Khan: Between January and April 2015, Mitchell paid Khan at least
$49,000 in cash in exchange for Khan recommending and buying more than
69,000 shares of ForceField stock in more than 40 customers’ accounts at a
cost of more than $531,000.  At the time of St. Julien’s arrest, Mitchell
owed Khan additional money for some of these purchases.
	 Miyana:  Between March and April 2015, Mitchell paid Miyana at least
$2,800 in cash in exchange for Miyana recommending and buying more
than 30,000 shares of ForceField stock in approximately 20 customers’
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accounts at a cost of more than $250,000.  At the time of St. Julien’s arrest,
Mitchell owed Miyana additional money for some of these purchases.
	 Patel:  Between March and April 2015, Mitchell paid Patel at least $2,144
in cash in exchange for Patel recommending and buying more than 8,100
shares of ForceField stock in 5 customers’ accounts at a cost of more than
$62,855.
33. The Registered Representative Defendants did not disclose to their customers that
St. Julien and Mitchell were paying them cash kickbacks to recommend and buy ForceField
stock in their customers’ accounts.
II.	 The Second Scheme to Defraud Investors: St. Julien Pays Castaldo to Tout
ForceField Stock and Pays Him Undisclosed Commissions to Solicit Investors to
Purchase ForceField Stock in Their Brokerage Accounts.
A.	 Castaldo Touted ForceField Stock in the WSBSH Newsletters Without
Accurately Disclosing the Amount of Compensation St. Julien Was Paying
Him.
34. Castaldo sells subscriptions to two investment newsletters he publishes: STP and
WSBSH.
35. The STP newsletter recommends investing in certain mid- and large-cap stocks
identified by Castaldo or those working for him.  Castaldo boasts in marketing materials about
his ability to pick winning stocks in the STP newsletter.
36. The WSBSH newsletter recommends investing in certain microcap and small-cap
issuers that have paid Castaldo to tout their companies in WSBSH.
37. Castaldo maintains an office for STP and WSBSH in Glenwood Landing, New
York, where he employs a staff that “cold calls” potential investors around the country to buy
subscriptions to STP and WSBSH.  Castaldo generally identifies potential investors in “lead
lists” he buys from third parties.
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38. As a rule, when soliciting investors to buy subscriptions to the WSBSH
newsletter, Castaldo and his employees would not tell the investors that the companies touted in
that newsletter are paying Castaldo to tout them.
39. Beginning in approximately May 2011, St. Julien, through ForceField, paid
Castaldo to tout the company in the WSBSH newsletter.
40. From May 2011 through October 2011, this arrangement was governed by
monthly “Consulting Agreements” entered into between ForceField and WSBSH.
41. The Consulting Agreements stated, among other things, that WSBSH was “in the
business of assisting public companies in strategic business planning, and investor and public
relations services designed to make the investing public knowledgeable about the benefits of
stock ownership in [ForceField].”
42. The Consulting Agreements further stated that ForceField would pay WSBSH a
flat monthly fee in cash and stock, which, over this six-month period, ranged from $7,500 to
$17,500 in cash and 10,000 to 17,500 shares of ForceField stock per month.
43. After October 2011, Castaldo continued to tout ForceField in WSBSH’s
newsletters.  Upon information and belief, Castaldo’s touts after October 2011 were made
without any written contract in place between ForceField and WSBSH.
44. The WSBSH newsletters that touted ForceField included a lengthy, small-print
disclaimer at the end of each document, which stated, among other things, that WSBSH had been
“paid an advertising fee” comprised of cash and ForceField stock.  Every disclaimer, however,
inaccurately understated the amount of compensation that WSBSH had been paid.
45. For example, a WSBSH newsletter that Castaldo published in February 2013
included a disclaimer stating the following:  “Wall Street Buy Hold [sic] Sell Inc[.] was paid an
13

advertising fee of seven thousand five hundred dollars and ten thousand shares of restricted stock
of [ForceField].”  In reality, by February 2013, St. Julien had paid WSBSH, through ForceField,
AOHC, and other third parties, approximately $241,000, not $7,500.
B.	 St. Julien Paid Castaldo Kickbacks to Solicit Investors’ Purchases of
ForceField Stock in Their Personal Brokerage Accounts.
46. From approximately June 2012 to January 2014, St. Julien paid Castaldo
kickbacks for successfully soliciting investors to buy ForceField stock in their personal
brokerage accounts.  These kickbacks were not disclosed to the investors.
47. Castaldo and his employees solicited the same individuals to whom they had sold
(or tried to sell) subscriptions to the WSBSH newsletter to buy ForceField stock in their personal
brokerage accounts.  In their phone solicitations, Castaldo and his employees described
ForceField’s business, touted ForceField’s purported successes, and advised potential investors
generally on the merits of investing in ForceField.
48. Castaldo and his employees frequently prescribed for prospective investors the
number of shares of ForceField stock they should buy and at what price.
49. After an investor had bought ForceField stock in his personal brokerage account,
Castaldo and his employees asked the investor to confirm the number of shares he had bought
and at what price, and then recorded that information in writing.
50. Castaldo then communicated to St. Julien, often by email, the names of the
investors who had told Castaldo they had bought ForceField stock and the numbers of shares
they had claimed to buy.
51. St. Julien then reconciled that information against beneficial stock ownership
information he obtained from the Depository Trust & Clearing Corporation.
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52. After St. Julien confirmed the amount of stock Castaldo’s investors had bought,
he wired from the AOHC account to a WSBSH account that Castaldo controlled a kickback of
approximately 10% or more of the total dollar amount of stock bought by Castaldo’s investors.
53. From approximately June 2012 to January 2014, Castaldo and his employees
solicited more than $600,000 in open market purchases of ForceField stock from more than 40
investors.
54. In return, St. Julien paid Castaldo more than $183,000 in kickbacks and other
payments for soliciting these investments.  During this same time period, St. Julien also caused
approximately 86,000 shares of ForceField stock to be issued to or transferred to WSBSH for
Castaldo’s benefit, which Castaldo subsequently sold, earning additional proceeds of more than
$229,000.
55. Castaldo and his employees did not disclose to the investors they solicited to buy
ForceField stock that Castaldo was being paid or expected to be paid these kickbacks from St.
Julien.
III.	 The Third Scheme to Defraud Investors: St. Julien Pays Petrossi and Knippa
Kickbacks to Solicit Investors in ForceField’s Private Placements.
A.	 ForceField’s Private Placements
56. Between approximately September 2009 and April 2015, ForceField conducted
private placements of common stock, warrants, debentures, and promissory notes that raised
more than $19.7 million from investors around the country.
57. ForceField never filed a registration statement with the Commission in connection
with any of these securities offerings.
58. While neither Knippa nor Petrossi was registered with the Commission in any
capacity between September 2009 and April 2015, they both solicited investors to invest in
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ForceField’s private placements of common stock and warrants at various points during this time
period.
59. Knippa and Petrossi solicited investors in the private placements through various
means, including at domestic and international investment conferences they attended with St.
Julien on behalf of ForceField. At those conferences, Knippa and Petrossi, alone and together
with St. Julien, would talk to prospective investors about ForceField’s business, tout
ForceField’s purported successes, and advise investors generally on the merits of investing in
ForceField stock.
60. Knippa and Petrossi would continue to communicate with potential investors they
met at these investment conferences by phone and email after the conferences had ended.  As
part of these conversations, they would advise the potential investors on the merits of investing
in ForceField, send them subscription agreements to buy ForceField securities, and return signed
subscription agreements to St. Julien.  St. Julien would receive the subscription agreements on
ForceField’s behalf, and then ask ForceField’s transfer agent over phone and by email to issue
and mail stock certificates to the investors’ addresses.
61. Knippa and Petrossi would also solicit potential investors outside of the investor
conferences.  They would solicit individuals with whom they had other business relationships, or
to whom they had been referred by third parties, and advise those potential investors in phone
calls and through email on the merits of investing in ForceField.
62. Knippa and Petrossi also facilitated their investors’ purchases of ForceField
securities by providing them with subscription agreements and payment instructions.
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B.	 St. Julien Paid Petrossi Kickbacks to Solicit Investors in ForceField’s Private
Placements.
63. From late 2009 through 2013, Petrossi attended numerous investment conferences
with St. Julien and presented to attendees on the merits of investing in ForceField’s private
placements.  Petrossi conferred with St. Julien and other ForceField officers about the investment
pitch he would make, and Petrossi made edits and suggested changes to the presentation
materials that ForceField gave to investors at the conferences.
64. Petrossi would hold himself out to the attendees at these presentations as a
purportedly independent investment professional appearing on behalf of his “Wealth Research
Institute” business.  In his presentations, he frequently recommended that investors allocate 10%
of their portfolios to “private equity” or “pre-IPO” companies, and then recommended investing
in ForceField’s private placements as such a “private equity” investment.
65. During his presentations and conversations with individual investors at
conferences and afterward, Petrossi made numerous material, but incomplete, statements of fact
about ForceField when soliciting investments.  These statements included assertions about how
much ForceField stock management owned, how management had voluntarily agreed to lock up
their holdings, the amount of debt ForceField carried, and how the company had begun
generating significant revenues.  In some emails with potential investors, Petrossi characterized
investing in ForceField as an “outstanding investment opportunity.”
66. Between September 2010 and December 2012, Petrossi emailed prospective
investors, stating, among other things:
	 That an analyst had targeted a $5 stock price for the company by December
2012.
17

	 “I just visited both [ForceField] manufacturing facilities in Shandong
Province in China.  [ForceField] is rapidly moving forward and I was 100%
satisfied with the trip.”
	 “[ForceField] will move to [the] American Stock Exchange [by the] end of
first quarter 2011.”
	 “I have visited the [ForceField] plants which are expanding and new
acquisitions are in process.  Richard St. Julien is moving [the company] to
NASDAQ.  We are trading around $4 a share which means you doubled your
money.”
	 “[ForceField] is moving to NASDAQ from OTC soon and the stock should be
trading around $10 when it comes time to sell.”
67. Petrossi also made material, but incomplete, statements to investors about his own
purported investments in ForceField.  In June 2012, Petrossi told one investor that “I can not
[sic] be bought” and that he “only recommend[s] companies that [he] invests in.”
68. St. Julien and Petrossi agreed that St. Julien would pay Petrossi kickbacks
equaling approximately 10% of the gross proceeds of money invested by investors who Petrossi
had solicited to invest in ForceField’s private placements.  Between approximately December
2009 and December 2013, Petrossi solicited more than $4.5 million from more than 60 investors
in ForceField’s private placements.  As a result, St. Julien paid Petrossi kickbacks in cash and
ForceField stock worth more than $438,000.
69. St. Julien wired the kickbacks from the AOHC account or other third-party
accounts to accounts that Petrossi controlled, including accounts in his name, his wife’s name,
and in the name of Chadwicke, Inc., a nominee that Petrossi controlled.
70. Despite making various material statements of fact to investors about ForceField,
Petrossi did not disclose to the investors he solicited that St. Julien was paying him kickbacks of
roughly 10% of the amount of money Petrossi raised from them.
18

71. In addition, Petrossi’s investors generally believed that their entire investment
was going to fund the company.  These investors would not have purchased shares in the private
placements if they had known Petrossi was getting a 10% kickback.
C.	 St. Julien Paid Knippa Kickbacks to Solicit Investors in ForceField’s Private
Placements.
72. In June 2014, St. Julien and Knippa began discussing St. Julien hiring Knippa to
solicit investors in ForceField’s private placements.  For example, on June 17, 2014, Knippa told
St. Julien in a text message, “Hire me and put me on the road.”  St. Julien asked, in response,
“Can you pitch ForceField to investors and brokers[?]”  Knippa responded, “I can pitch it as
good as anyone in the world. . . .  I want to be on the road.”
73. Thereafter, St. Julien offered Knippa a position as ForceField’s head of investor
relations.  St. Julien and Knippa agreed that Knippa would not be paid a salary; rather, St. Julien
would pay Knippa kickbacks of approximately 10% of the amounts of money he raised from
investors in the private placements.
74. Knippa then began soliciting investors—both at investment conferences and
elsewhere—in the private placements without disclosing his employment relationship with
ForceField.  For example, on or about July 10-11, 2014, Knippa attended an investment
conference with St. Julien in Las Vegas, at which Knippa solicited investors in ForceField’s
private placements.
75. Knippa made material, but incomplete, statements of fact to potential investors
when soliciting their investments in ForceField’s private placements.  For example, Knippa made
material statements about ForceField to one investor in early 2015 about ForceField’s operations,
contracts the company had purportedly entered into with states or municipalities, and that he
19

personally knew St. Julien.  Knippa told another investor in early 2015 that he knew St. Julien
and believed in him.
76. Although Knippa made material statements about ForceField when soliciting
investments, Knippa did not disclose that he was working for ForceField, that St. Julien had
offered him a position as ForceField’s head of investor relations, or that St. Julien had begun
paying him kickbacks in exchange for successfully soliciting investments in ForceField’s private
placements.
77. From approximately July 2014 to March 2015, Knippa solicited more than $1.19
million from more than 10 investors in ForceField’s private placements.  St. Julien wired Knippa
kickbacks equaling between 10 and 15% of the amounts of money Knippa had raised from
investors he solicited in the private placements.  St. Julien wired those payments from the AOHC
account to accounts in Knippa’s name and the name of an entity he controlled, Kenai Capital
Management.
78. Despite making various material statements of fact to investors about ForceField
when soliciting investments, Knippa did not disclose to the investors he solicited that St. Julien
was paying him kickbacks equaling 10% or more of the amounts of money Knippa raised.
79. Knippa’s investors generally believed that their entire investment was going to
fund the company.  These investors would not have purchased shares in the private placements if
they had known Knippa was getting a 10% to 15% kickback.
D.	 Knippa Touted ForceField on the Fox Business Network and the Business
News Network.
80. On July 15, 2014, during a trip to New York with St. Julien to meet with
investment bankers regarding ForceField, Knippa appeared on Fox Business News’s “Varney &
Co.” show as a purported market commentator.  The show airs each weekday from 9:00 a.m. to
20

12:00 p.m., Eastern Time.  During his appearance, the show’s host, Stuart Varney, asked Knippa
for a stock pick.  The following dialogue then took place between the two men:
Knippa:  “I like to do my homework on individual companies.  I
like ForceField Energy. . . .  They’re very involved in . . .
converting to LED lighting for company[ies].  The business model
is good.  I know the CEO.  I’ve met him personally.”
Varney:  “You own it?  You own it?”
Knippa:  “You bet I do.  I put my money where my mouth is.  I’m
a fund manager.”
Knippa:  “The business model is very simple, and it’s making
money.  This isn’t a development kind of thing.”
81. Although Knippa made material statements about ForceField during this
appearance, Knippa did not disclose that he was working for ForceField, that St. Julien had
offered him a position as ForceField’s head of investor relations, that St. Julien and he had
agreed that St. Julien would pay him kickbacks for soliciting investments in ForceField’s private
placements, or that he had already begun soliciting investors at an investment conference just
days before in Las Vegas.
82. On July 15, 2014, ForceField’s trading volume increased more than fourfold from
the day before, trading approximately 104,000 shares.
83. On or about August 20, 2014, Knippa appeared on the Business News Network,
and again recommended investing in ForceField.  The host and Knippa said the following:
Host: “Okay, Tres Knippa is owner of Kenai Capital Management.
He’s  joining  me  through  this  show  as  guest  co-host.    Kind  of
unusual for you to have a specific company on your radar because
you’re   looking   more   at,   sort   of,   trades   of   broader   things,
21

commodities  and  so  on,  but  ForceField  Energy,  a  company  that
you’re looking at.”
Knippa:  “Nasdaq symbol FNRG is ForceField Energy.  I like the
company because their business plan is very very simple.  An LED
lightbulb   uses   half   to   85%   less   energy   than   the   normal
incandescent  light.    ForceField  Energy  will  go  to  a  company—
they’ve  already  done  this;  I’ll  give  you  an  example  of  a  current
client of theirs, the Beverly Hills Hotel. . . .  And then what they do
is, is they share in the cost savings. . . .  ForceField Energy shares
in that cost savings for five years.”
84. Knippa went on to tout ForceField, citing the company’s purported business
model and future growth.  Knippa again failed to disclose that he was working for ForceField,
was soliciting investors to invest in ForceField’s private placements, and by that time had
already been paid two kickbacks by St. Julien through AOHC—one wire on or about July 31,
2014, of $8,000 and a second wire on or about August 13, 2014, of $10,000.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act

and Rules 10b-5(a) and (c) Thereunder

(All Defendants)

85. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
86. The Defendants, in connection with the purchase or sale of securities, directly or
indirectly, singly or in concert, by the use of the means or instrumentalities of interstate
commerce, or of the mails, or of the facilities of a national securities exchange, with scienter,
have employed devices, schemes, and artifices to defraud, and have engaged in transactions, acts,
practices, and courses of business which operated as a fraud or deceit.
22

87. By reason of the foregoing, the Defendants directly or indirectly, have violated,
and unless enjoined will again 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 Sections 17(a)(1) and 17(a)(3) of the Securities Act

(All Defendants)

88. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
89. The Defendants, directly or indirectly, singly or in concert, in the offer and sale of
securities, by the use of the means and instruments of transportation and communication in
interstate commerce and of the mails, knowingly or with reckless disregard for the truth:  (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 purchasers of
securities.
90. By reason of the foregoing, the Defendants, singly or in concert, directly or
indirectly, have violated, and unless enjoined and restrained will continue to violate, Sections
17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1) and (a)(3)].
THIRD CLAIM FOR RELIEF

Violations of Section 5 of the Securities Act

(St. Julien, Knippa, and Petrossi)

91. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
23

92. The shares of ForceField common stock and warrants that St. Julien, Knippa, and
Petrossi sold constitute “securities” within the meaning of Section 2(a)(1) of the Securities Act
[15 U.S.C. § 77b(a)(1)] and Section 3(a)(1) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
93. At all relevant times, the shares of ForceField common stock and warrants that St.
Julien, Knippa, and Petrossi sold were not registered in accordance with the provisions of the
Securities Act and no exemption from registration was applicable.
94. St. Julien, Knippa, and Petrossi therefore, singly or in concert, directly or
indirectly, made use of the means or instruments of transportation or communication in
interstate commerce or of the mails to offer and to sell securities when no registration statement
had been filed or was in effect as to such offers and sales of such securities and no exemption
from registration was available.
95. By reason of the activities described herein, St. Julien, Knippa, and Petrossi,
singly or in concert, directly or indirectly, has violated, and unless enjoined and restrained will
continue to violate, Section 5 of the Securities Act [15 U.S.C. §§ 77e].
FOURTH CLAIM FOR RELIEF

Violations of Section 15(a) of the Exchange Act

(Castaldo, Knippa, and Petrossi)

96. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
97. Castaldo, Knippa, and Petrossi, while engaged in the business of effecting
transactions in securities for the account of others made use of the mails or the means or
instrumentalities of interstate commerce to effect transactions in, or to induce or attempt to
24

induce the purchase or sale of, a security without being registered in accordance with Section
15(a) of the Exchange Act [15 U.S.C. § 78o(a)].
98. Castaldo, Knippa, and Petrossi have violated, and unless restrained and enjoined
will in the future violate, Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].
FIFTH CLAIM FOR RELIEF

Violations of Section 17(b) of the Securities Act

(Castaldo & Knippa)

99. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
100. Castaldo and Knippa, by the use of the means and instruments of transportation
and communication in interstate commerce and of the mails, published, gave publicity to, and
circulated notice, circular, advertisement, newspaper, article, letter, investment service, or
communication, which though not purporting to offer a security for sale, describes such security
for consideration received or to be received, directly or indirectly, from an issuer, underwriter, or
dealer, without fully disclosing the receipt, whether past or prospective, of such consideration
and the amount thereof.
101. Castaldo and Knippa have violated, and unless restrained and enjoined will in the
future violate, Section 17(b) of the Securities Act [15 U.S.C. § 77(q)(b)].
25

SIXTH CLAIM FOR RELIEF

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

(Castaldo, Petrossi, Knippa, and

the Registered Representative Defendants)

102. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
103. Castaldo, Petrossi, Knippa and the Registered Representative Defendants, directly
or indirectly, with scienter, in connection with the purchase or sale of securities, by the use of
means or instrumentalities of interstate commerce, the mails, or any facility of a national
securities exchange, made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, in violation of Section 10(b) of the Exchange Act and Rule 10b-5(b).
104. By reason of the foregoing, Castaldo, Petrossi, Knippa and the Registered
Representative Defendants, directly or indirectly, have violated, and unless enjoined will again
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)].
SEVENTH CLAIM FOR RELIEF

Violations of Sections 17(a)(2) of the Securities Act

(Castaldo, Petrossi, Knippa, and

the Registered Representative Defendants)

105. The Commission realleges and incorporates by reference each and every
allegation contained in paragraphs 1 through 84, as if fully set forth herein.
106. Castaldo, Petrossi, Knippa and the Registered Representative Defendants, directly
or indirectly, singly or in concert, in the offer and sale of securities, by the use of the means and
26

instruments of transportation and communication in interstate commerce and of the mails,
knowingly or with reckless disregard for the truth, obtained money or property by means of any
untrue statement of material fact or any omission 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.
107. By reason of the foregoing, Castaldo, Petrossi, Knippa and the Registered
Representative Defendants, singly or in concert, directly or indirectly, have violated, and unless
enjoined and restrained will continue to violate, Sections 17(a)(2) of the Securities Act [15
U.S.C. § 77q(a)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court issue a
Final Judgment:
I.
Permanently restraining and enjoining:
(a) 	Defendants St. Julien, Petrossi, and Knippa, and their agents, servants, employees
and attorneys, and all persons in active concert or participation with them who
receive actual notice of the injunction by personal service or otherwise, from
violating Section 5 of the Securities Act [15 U.S.C. §§ 77q], pursuant to Section
20(b) of the Securities Act [15 U.S.C. § 77t(b)];
(b) 	All Defendants and their agents, servants, employees and attorneys, and all
persons in active concert or participation with them who receive actual notice of
the injunction by personal service or otherwise, from violating Section 10(b) of
27

the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5],
pursuant to Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)(1)];
(c) 	All Defendants and their agents, servants, employees and attorneys, and all
persons in active concert or participation with them who receive actual notice of
the injunction by personal service or otherwise, from violating Sections 17(a) of
the Securities Act [15 U.S.C. § 77q(a)], pursuant to Section 20(b) of the Securities
Act [15 U.S.C. § 77t(b)];
(d) 	Defendants Castaldo, Petrossi, and Knippa, and their agents, servants, employees
and attorneys, and all persons in active concert or participation with them who
receive actual notice of the injunction by personal service or otherwise, from
violating Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)], pursuant to
Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)(1)]; and
(e) 	Defendants Castaldo and Knippa, and their agents, servants, employees and
attorneys, and all persons in active concert or participation with them who receive
actual notice of the injunction by personal service or otherwise, Section 17(b) of
the Securities Act [15 U.S.C. § 77q(b)], pursuant to Section 20(b) of the
Securities Act [15 U.S.C. § 77t(b)].
II.
Ordering all Defendants to disgorge, on a joint and several basis, any and all ill-gotten
gains they received as a result of the violations of the federal securities laws, plus prejudgment
interest thereon, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)].
28

Ordering
all
Defendants
to
pay
civil
monetary
penalties
pursuant
to
Section
20(d)
of
the
Securities
Act
[15
U.S.C.
§77t(d)]
and
/or
Section
21(d)(3)
of
the
Exchange
Act
[15
U.S.C.
§
78u(d)(3)]
for
violations
of
the
federal
securities
laws.
IV.
Ordering
Defendants
St.
Julien,
Castaldo,
and
Petrossi
to
be
barred
from
participation
in
any
offering
of
a
penny
stock,
pursuant
to
Section
20(g)
of
the
Securities
Act
[15
U.S.C.
§
77t(g)]
and
/or
Section
21(d)(6)
of
the
Exchange
Act
[15
U.S.C.
§
78u(d)(6)].
V.
Ordering
St.
Julien
to
be
barred
from
serving
as
an
officer
or
director
of
a
public
company,
pursuant
to
Section
20(e)
of
the
Securities
Act
[15
U.S.C.
§
77t(e)]
Section
21(d)(2)
of
the
Exchange
Act
[15
U.S.C.§
78u(d)(2)]
for
the
violations
alleged
herein.
VI.
Granting
such
other
and
further
relief
as
the
Court
may
deem
just
and
proper.
Dated:
May
3,
2016
New
York,
New
York
Andrew
M.
Calamari
Sanjay
Wadhwa
Sheldon
L.
Pollock
John
O.
Enright
Ann
Marie
Preissler
SECURITIES
AND
EXCHANGE
COMMISSION
New
York
Regional
Office
200
Vesey
Street,
Suite
400
New
York,
New
York
10281
-1022
(212)
336
-9138
(Enright)
Email:
enrightj
@sec.gov
29

Case 1:16-cv-02193 Document 1 Filed 05/03/16 Page 1 of 29 PageID #: 1 

ANDREW M. CALAMARI 
REGIONAL DIRECTOR 
Sanjay Wadhwa 
Sheldon L. Pollock 
John O. Enright 
Ann Marie Preissler 
Attorneys for Plaintiff 
U.S. SECURITIES AND EXCHANGE COMMISSION  
New York Regional Office 
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
Phone: (212) 336-9138 (Enright) 
Email: [email protected] 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 1:16-cv-2193 

-against-

RICHARD ST. JULIEN,  COMPLAINT
JARED MITCHELL,  

CHRISTOPHER F. CASTALDO,
 
LOUIS F. PETROSSI,  

HERSCHEL C. (a/k/a TRES) KNIPPA, 

RICHARD L. BROWN, 

GERALD J. (a/k/a GERRY) COCUZZO,  

NAVEED A. (a/k/a NICK) KHAN, 

MAROOF MIYANA,
 
and 

PRANAV V. PATEL,
 

Defendants. 

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

against defendants Richard St. Julien (“St. Julien”), Jared Mitchell (“Mitchell”), Christopher F. 

Castaldo (“Castaldo”), Louis F. Petrossi (“Petrossi”), Herschel C. (a/k/a Tres) Knippa 

mailto:[email protected]


 

 

 

 

 

 

   Case 1:16-cv-02193 Document 1 Filed 05/03/16 Page 2 of 29 PageID #: 2 

(“Knippa”), Richard L. Brown (“Brown”), Gerald J. (a/k/a Gerry) Cocuzzo (“Cocuzzo”), Naveed 

A. (a/k/a Nick) Khan (“Khan”), Maroof Miyana (“Miyana”), and Pranav V. Patel (“Patel” and, 

together with Brown, Cocuzzo, Khan, and Miyana, the “Registered Representative Defendants”) 

(collectively, the “Defendants”), alleges as follows:   

SUMMARY OF ALLEGATIONS 

1. This case concerns three schemes to defraud investors in ForceField Energy, Inc. 

(f/k/a SunSi Energies, Inc.) (referred to hereinafter as “ForceField”), a public issuer and 

Commission registrant whose common stock was traded on the NASDAQ Capital Market 

(“NASDAQ”) from October 15, 2013 to April 20, 2015.   

2. All three schemes were orchestrated by ForceField’s ex-Chairman, defendant St. 

Julien, with the other defendants serving as his accomplices for one or more of the schemes.   

3. In the first scheme, which took place between approximately October 2014 and 

April 2015, St. Julien hired defendant Mitchell, a purported “investor relations” professional, to 

pay cash kickbacks to the Registered Representative Defendants in return for their 

recommending and purchasing ForceField stock in their customers’ accounts.  The Registered 

Representative Defendants, all of whom were registered with the Commission and associated 

with registered broker-dealers, did not disclose to their customers that they were being paid these 

cash kickbacks.   

4. In the second scheme, which took place between approximately June 2012 and 

January 2014, St. Julien paid kickbacks to defendant Castaldo—a former registered 

representative who was found liable by a jury in 2009 for violating the federal securities laws— 

for the latter’s successful solicitation of investors to buy ForceField stock in their personal 

brokerage accounts. Castaldo lured investors into investing in ForceField by first touting the 

2 




 

 

 

 

 

   Case 1:16-cv-02193 Document 1 Filed 05/03/16 Page 3 of 29 PageID #: 3 

company in an investment newsletter he sells to investors under the name of Wall Street Buy Sell 

Hold, Inc. (“WSBSH”). Although St. Julien paid Castaldo to tout ForceField in the WSBSH 

newsletter, Castaldo did not accurately disclose in the newsletter the amount of compensation he 

was being paid. 

5. Castaldo then solicited the investors who subscribed to the WSBSH newsletter to 

buy ForceField stock in their personal brokerage accounts.  Castaldo advised these investors on 

the merits of investing in ForceField, but he did not disclose to them that St. Julien was paying 

him kickbacks of approximately 10% of the dollar amount of stock the investors bought.   

6. In the third scheme, which took place between approximately December 2009 and 

April 2015, St. Julien paid defendants Knippa and Petrossi, neither of whom was registered as a 

broker with the Commission, kickbacks in exchange for their successfully soliciting investments 

in ForceField’s private placements of common stock and warrants.  Knippa and Petrossi solicited 

investors at, among other places, investment conferences they attended with St. Julien.  Knippa 

and Petrossi advised potential investors on the merits of investing in ForceField, but they failed 

to disclose to these investors that St. Julien was paying them kickbacks of 10% or more of the 

dollar amount of stock and warrants that investors purchased.  Knippa went so far as to tout 

ForceField on the Fox Business Network’s “Varney & Co.” show as a purported market 

commentator without disclosing to the host or the viewers that he was ForceField’s purported 

head of investor relations and was soliciting investors in exchange for kickbacks he expected to 

receive from St. Julien. 

7. In each of the three schemes, St. Julien and the other Defendants tried to conceal 

their illegal conduct by, among other things, having St. Julien pay most of the kickbacks through 

an offshore nominee he controlled.  Mitchell and some of the Registered Representative 

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   Case 1:16-cv-02193 Document 1 Filed 05/03/16 Page 4 of 29 PageID #: 4 

Defendants also sought to conceal their illegal conduct by communicating with each other on 

prepaid, disposable (i.e., “drop” or “burner”) phones.  Finally, St. Julien, Mitchell, and some of 

the Registered Representative Defendants sought to conceal their illegal conduct by 

communicating with each other using an encrypted, content-expiring messaging app on their 

cellphones. 

VIOLATIONS 

8. Based on the conduct alleged in this Complaint: 

(a) St. Julien violated Sections 5 and 17(a)(1) and (3) of the Securities Act of 

1933 (“Securities Act”) [15 U.S.C. §§ 77e and 77q(a)(1) and (3)], and Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5(a) and (c) thereunder [17 

C.F.R. §§ 240.10b-5(a) and (c)]; 

(b) Mitchell violated Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. § 

77q(a)(1) and (3)], and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-

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

(c) Castaldo violated Sections 17(a) and 17(b) of the Securities Act [15 U.S.C. §§ 

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

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

(d) Petrossi violated Sections 5 and 17(a) of the Securities Act [15 U.S.C. §§ 77e 

and 77q(a)], and Sections 10(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o(a)] 

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

(e) Knippa violated Sections 5, 17(a), and 17(b) of the Securities Act [15 U.S.C. 

§§ 77e, 77q(a), and 77q(b)], and Sections 10(b) and 15(a) of the Exchange Act [15 U.S.C. §§ 

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

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(f) the Registered Representative Defendants violated Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

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

NATURE OF PROCEEDINGS AND RELIEF SOUGHT 

9. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d)(1) of the Exchange 

Act [15 U.S.C. § 78u(d)(1)], seeking to permanently enjoin the Defendants from engaging in the 

acts, practices, transactions and courses of business alleged herein.  The Commission also seeks 

a final judgment: (a) ordering the Defendants to disgorge their ill-gotten gains, on a joint and 

several basis, together with prejudgment interest thereon, and to pay civil money penalties 

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

Exchange Act [15 U.S.C. § 78u(d)(3)]; (b) imposing a penny stock bar order against St. Julien, 

Castaldo, and Petrossi pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and 

21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]; and (c) entering an officer-and-director 

bar against St. Julien, pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and 

Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].  Finally, the Commission seeks 

any other relief the Court may deem just and appropriate. 

JURISDICTION AND VENUE 

10. This Court has jurisdiction over this action under 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 28 U.S.C. § 1331.  

11. Venue is proper in the Eastern District of New York under Section 22(a) of the 

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

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§§ 78u(d) and 78aa]. Certain of the acts, practices, transactions, and courses of business alleged 

in this Complaint occurred within the Eastern District of New York and were effected, directly or 

indirectly, by making use of the means or instrumentalities of transportation or communication in 

interstate commerce, or the mails.  For example, ForceField’s principal place of business was in 

the Eastern District of New York while some of the schemes described herein took place.  In 

addition, during the scheme, Brown, Castaldo, and Khan all resided in and had their places of 

businesses in the Eastern District of New York.  Lastly, Castaldo solicited investors residing in 

the Eastern District of New York to buy ForceField stock in their personal brokerage accounts.   

DEFENDANTS 

12. St. Julien, age 46, is a Canadian citizen who, during the relevant time period, 

resided in Escazu, Costa Rica.  From March 24, 2009 to April 17, 2015, St. Julien served as a 

director of ForceField. From approximately mid-2012 to April 17, 2015, St. Julien served as the 

Executive Chairman of ForceField’s Board of Directors.  On April 17, 2015, St. Julien was 

arrested by the Federal Bureau of Investigation on the basis of a criminal complaint charging him 

with one count of conspiracy to commit securities fraud.   

13. Mitchell, age 34, resides in New York, New York.  Mitchell is a principal of 

Excelsior Global Advisors, a purported investor relations firm.   

14. Castaldo, age 44, resides in Glen Head, New York.  Castaldo is the president of 

WSBSH and Stock Traders Press Inc. (“STP”), both of which publish investment newsletters.  

While Castaldo is not currently associated with any registered entity, he was a registered 

representative at various registered broker-dealers between approximately March 1992 and April 

1998. During that time, Castaldo held Series 7, 24, and 63 securities licenses.  On September 30, 

2008, the Commission charged Castaldo with violating Section 15(a) of the Exchange Act and 

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aiding and abetting violations of Section 15(b)(7) of the Exchange Act by a registered broker-

dealer. A jury found Castaldo liable for the latter claim and, on August 17, 2009, Castaldo was 

ordered to pay disgorgement, pre-judgment interest and civil penalties totaling more than 

$280,000. SEC v. Castaldo et al., Lit. Release No. 22598 (Jan. 23, 2013). Castaldo still owes 

$240,353.56 of this judgment, and has not made a payment in the past six months. 

15. Petrossi, age 75, resides, upon information and belief, in Reno, Nevada.  Petrossi 

is the founder and owner of the “Wealth Research Institute,” a purported “financial service firm.”  

While Petrossi is not currently registered with the Commission, he was a registered 

representative at various registered broker-dealers between approximately April 1988 and 

September 1992.  During that time, Petrossi held Series 6, 7, 24, 39, and 63 securities licenses. 

16. Knippa, age 45, resides in Dallas, Texas. In or around the beginning of July 

2014, Knippa became ForceField’s head of investor relations.  While Knippa is not currently 

registered with the Commission, he was a registered representative at various registered broker-

dealers between approximately November 1993 and November 1999.  During that time, he held 

Series 3, 7, 63, and 65 securities licenses. Knippa has been a commodities broker registered with 

the U.S. Commodities Futures Trading Commission since approximately July 1993.   

17. Brown, age 37, resides in Huntington, New York.  Brown is currently a registered 

representative with a Brooklyn, New York-based registered broker-dealer.  From February 2012 

to November 2015, Brown was a registered representative with a Staten Island, New York-based 

registered broker-dealer. Previously, Brown worked as a registered representative at various 

other registered broker-dealers.  Brown holds Series 7 and 63 securities licenses. 

18. Cocuzzo, age 37, resides in Delray Beach, Florida.  Cocuzzo has been a 

registered representative with a Boca Raton, Florida-based registered broker-dealer since 

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December 2014.  Previously, Cocuzzo worked as a registered representative at various registered 

broker-dealers. Cocuzzo holds Series 7 and 63 securities licenses.   

19. Khan, age 33, resides in Staten Island, New York.  Khan has been a registered 

representative with a New York, New York-based registered broker-dealer since approximately 

April 2013. Previously, Khan worked as a registered representative at various registered broker-

dealers. Khan holds Series 7, 24, and 63 securities licenses. 

20. Miyana, age 35, resides in Boca Raton, Florida.  Miyana has been a registered 

representative with a New York, New York-based registered broker-dealer since December 

2014. Previously, Miyana worked as a registered representative at various registered broker-

dealers. Miyana holds Series 7, 24, and 63 securities licenses.   

21. Patel, age 35, resides in Tamarac, Florida.  While Patel is not currently associated 

with any registered entity, Patel was employed as a registered representative at a Boca Raton, 

Florida-based registered broker-dealer between approximately January and December 2015.  

Previously, Patel was a registered representative at various registered broker-dealers.  Patel held 

Series 7 and 63 securities licenses. 

RELEVANT ISSUER 

22. ForceField is a Nevada corporation with a principal place of business in Coconut 

Creek, Florida. The company is a successor entity to Bold View Resources, Inc., a “mineral 

exploration” company that was incorporated in Nevada in 2007 with a principal office in Las 

Vegas, Nevada. On March 24, 2009, the company changed its name to SunSi Energies, Inc. 

(“SunSi”), its business to the “solar industry in China,” and its principal place of business to 

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Brooklyn, New York.1  On February 28, 2013, SunSi changed its name to ForceField Energy, 

Inc. and its business to the manufacturing, distribution, and licensing of “alternative energy 

products and technologies.” ForceField’s common stock was traded on NASDAQ from October 

15, 2013 to April 20, 2015, and was registered with the Commission under Section 12(g) of the 

Exchange Act from October 15, 2013 to May 12, 2015.  Prior to October 15, 2013, ForceField’s 

stock was traded on the OTCQB marketplace operated by OTC Markets Group, Inc.  On April 

20, 2015, NASDAQ halted trading in ForceField’s common stock.  On April 21, 2015, the 

Commission suspended trading in ForceField’s securities for 10 business days.  On May 11, 

2015, ForceField filed a Form 25 with the Commission, voluntarily delisting its securities from 

NASDAQ effective May 12, 2015.   

OTHER RELEVANT ENTITIES 

23. WSBSH is a New York corporation with a principal place of business in 

Glenwood Landing, New York. Castaldo is WSBSH’s President.  Castaldo publishes an email 

newsletter under the name of WSBSH that recommends investing in certain microcap and small-

cap issuers that have paid Castaldo to tout their securities.   

24. Adventure Overseas Holding Corp. (“AOHC”) is an international business 

corporation that St. Julien formed in or about 2004 under Belizean law, with a business address 

in Belize City, Belize.2  St. Julien paid a Belizean accountant to be the entity’s nominal 

president, secretary, and sole director.  St. Julien completely controlled AOHC, however, and 

was the sole signatory on bank accounts and a brokerage account he opened in AOHC’s name.   

1 ForceField’s principal place of business remained in Brooklyn through approximately November 30, 2011. 
2 An international business corporation is an offshore, untaxed company formed under the laws of a foreign 
jurisdiction that is not permitted to engage in business within the jurisdiction in which it is incorporated.  

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FACTS
 

25. Over time, St. Julien took steps to get investors to buy shares of ForceField stock 

through three separate but illegal schemes.  The common thread through each of those schemes 

was St. Julien’s payment of hidden kickbacks to the other Defendants.   

I.	 The First Scheme to Defraud Investors: St. Julien and Mitchell Pay the Registered 
Representative Defendants Undisclosed Kickbacks. 

26. In or about October 2014, St. Julien hired Mitchell, a purported investor relations 

professional, to, among other things, pay the Registered Representative Defendants cash 

kickbacks to induce them to recommend ForceField stock to their customers and to then buy 

ForceField stock in those customers’ accounts.   

27. St. Julien and Mitchell agreed that St. Julien would pay Mitchell a kickback of 

approximately 10% of the dollar amount of ForceField stock that the Registered Representative 

Defendants purchased in their customers’ accounts.  St. Julien and Mitchell further agreed that 

Mitchell would split the kickbacks with the Registered Representative Defendants, paying them 

approximately half of what St. Julien wired to him.   

28. St. Julien usually wired the kickbacks from an AOHC bank account he controlled 

to an account that Mitchell controlled. At other times, St. Julien caused third parties to wire the 

kickbacks to an account that Mitchell controlled.   

29. Mitchell tried to hide his payment of the kickbacks to the Registered 

Representative Defendants by paying them by cash in person.  Mitchell would withdraw the 

kickback payments from his account in cash, arrange to meet with the Registered Representative 

Defendants in person, and then hand them the cash payments.   

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30. Mitchell referred to himself as St. Julien’s “brown bag man”—that is, Mitchell 

was responsible for paying the Registered Representative Defendants their kickback payments in 

cash and in person. 

31. Mitchell and some of the Registered Representative Defendants also tried to 

conceal their illegal scheme by communicating with each other on prepaid, disposable (i.e., 

“drop” or “burner”) phones.  Beginning in approximately December 2014, St. Julien, Mitchell, 

and some of the Registered Representative Defendants further tried to conceal their illegal 

scheme by communicating with each other using an encrypted, “content-expiring” messaging 

application (or app) on their cellphones. This messaging app encrypts all communications 

locally on each user’s cellphone, and allows the user to auto-delete a message after the expiration 

of the user’s choice of a set period of time lasting seconds up to one day. 

32. Mitchell paid each of the Registered Representative Defendants as follows:   

	 Brown:  Between October 2014 and April 2015, Mitchell paid Brown at 
least $30,000 in cash in exchange for Brown recommending and buying 
more than 256,000 shares of ForceField stock in approximately 25 
customers’ accounts at a cost of more than $1,735,000.  At the time of St. 
Julien’s arrest, Mitchell owed Brown approximately an additional $55,000. 

	 Cocuzzo:  Between January and April 2015, Mitchell paid Cocuzzo at least 
$18,500 in cash in exchange for Cocuzzo recommending and buying more 
than 65,000 shares of ForceField stock in approximately 13 customers’ 
accounts at a cost of more than $485,000.  At the time of St. Julien’s arrest, 
Mitchell owed Cocuzzo approximately an additional $15,000.   

	 Khan:  Between January and April 2015, Mitchell paid Khan at least 
$49,000 in cash in exchange for Khan recommending and buying more than 
69,000 shares of ForceField stock in more than 40 customers’ accounts at a 
cost of more than $531,000.  At the time of St. Julien’s arrest, Mitchell 
owed Khan additional money for some of these purchases.      

	 Miyana:  Between March and April 2015, Mitchell paid Miyana at least 
$2,800 in cash in exchange for Miyana recommending and buying more 
than 30,000 shares of ForceField stock in approximately 20 customers’ 

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accounts at a cost of more than $250,000.  At the time of St. Julien’s arrest, 
Mitchell owed Miyana additional money for some of these purchases.   

	 Patel:  Between March and April 2015, Mitchell paid Patel at least $2,144 
in cash in exchange for Patel recommending and buying more than 8,100 
shares of ForceField stock in 5 customers’ accounts at a cost of more than 
$62,855. 

33. The Registered Representative Defendants did not disclose to their customers that 

St. Julien and Mitchell were paying them cash kickbacks to recommend and buy ForceField 

stock in their customers’ accounts.   

II.	 The Second Scheme to Defraud Investors: St. Julien Pays Castaldo to Tout 
ForceField Stock and Pays Him Undisclosed Commissions to Solicit Investors to 
Purchase ForceField Stock in Their Brokerage Accounts. 

A.	 Castaldo Touted ForceField Stock in the WSBSH Newsletters Without 
Accurately Disclosing the Amount of Compensation St. Julien Was Paying 
Him. 

34. Castaldo sells subscriptions to two investment newsletters he publishes: STP and 

WSBSH.   

35. The STP newsletter recommends investing in certain mid- and large-cap stocks 

identified by Castaldo or those working for him.  Castaldo boasts in marketing materials about 

his ability to pick winning stocks in the STP newsletter.   

36. The WSBSH newsletter recommends investing in certain microcap and small-cap 

issuers that have paid Castaldo to tout their companies in WSBSH.   

37. Castaldo maintains an office for STP and WSBSH in Glenwood Landing, New 

York, where he employs a staff that “cold calls” potential investors around the country to buy 

subscriptions to STP and WSBSH.  Castaldo generally identifies potential investors in “lead 

lists” he buys from third parties.   

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38. As a rule, when soliciting investors to buy subscriptions to the WSBSH 

newsletter, Castaldo and his employees would not tell the investors that the companies touted in 

that newsletter are paying Castaldo to tout them.   

39. Beginning in approximately May 2011, St. Julien, through ForceField, paid 

Castaldo to tout the company in the WSBSH newsletter.   

40. From May 2011 through October 2011, this arrangement was governed by 

monthly “Consulting Agreements” entered into between ForceField and WSBSH.  

41. The Consulting Agreements stated, among other things, that WSBSH was “in the 

business of assisting public companies in strategic business planning, and investor and public 

relations services designed to make the investing public knowledgeable about the benefits of 

stock ownership in [ForceField].”   

42. The Consulting Agreements further stated that ForceField would pay WSBSH a 

flat monthly fee in cash and stock, which, over this six-month period, ranged from $7,500 to 

$17,500 in cash and 10,000 to 17,500 shares of ForceField stock per month.   

43. After October 2011, Castaldo continued to tout ForceField in WSBSH’s 

newsletters. Upon information and belief, Castaldo’s touts after October 2011 were made 

without any written contract in place between ForceField and WSBSH.   

44. The WSBSH newsletters that touted ForceField included a lengthy, small-print 

disclaimer at the end of each document, which stated, among other things, that WSBSH had been 

“paid an advertising fee” comprised of cash and ForceField stock.  Every disclaimer, however, 

inaccurately understated the amount of compensation that WSBSH had been paid.   

45. For example, a WSBSH newsletter that Castaldo published in February 2013 

included a disclaimer stating the following:  “Wall Street Buy Hold [sic] Sell Inc[.] was paid an 

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advertising fee of seven thousand five hundred dollars and ten thousand shares of restricted stock 

of [ForceField].” In reality, by February 2013, St. Julien had paid WSBSH, through ForceField, 

AOHC, and other third parties, approximately $241,000, not $7,500.   

B.	 St. Julien Paid Castaldo Kickbacks to Solicit Investors’ Purchases of 
ForceField Stock in Their Personal Brokerage Accounts. 

46. From approximately June 2012 to January 2014, St. Julien paid Castaldo 

kickbacks for successfully soliciting investors to buy ForceField stock in their personal 

brokerage accounts. These kickbacks were not disclosed to the investors. 

47. Castaldo and his employees solicited the same individuals to whom they had sold 

(or tried to sell) subscriptions to the WSBSH newsletter to buy ForceField stock in their personal 

brokerage accounts. In their phone solicitations, Castaldo and his employees described 

ForceField’s business, touted ForceField’s purported successes, and advised potential investors 

generally on the merits of investing in ForceField.   

48. Castaldo and his employees frequently prescribed for prospective investors the 

number of shares of ForceField stock they should buy and at what price.   

49. After an investor had bought ForceField stock in his personal brokerage account, 

Castaldo and his employees asked the investor to confirm the number of shares he had bought 

and at what price, and then recorded that information in writing.   

50. Castaldo then communicated to St. Julien, often by email, the names of the 

investors who had told Castaldo they had bought ForceField stock and the numbers of shares 

they had claimed to buy.   

51. St. Julien then reconciled that information against beneficial stock ownership 

information he obtained from the Depository Trust & Clearing Corporation.   

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52. After St. Julien confirmed the amount of stock Castaldo’s investors had bought, 

he wired from the AOHC account to a WSBSH account that Castaldo controlled a kickback of 

approximately 10% or more of the total dollar amount of stock bought by Castaldo’s investors.   

53. From approximately June 2012 to January 2014, Castaldo and his employees 

solicited more than $600,000 in open market purchases of ForceField stock from more than 40 

investors. 

54. In return, St. Julien paid Castaldo more than $183,000 in kickbacks and other 

payments for soliciting these investments.  During this same time period, St. Julien also caused 

approximately 86,000 shares of ForceField stock to be issued to or transferred to WSBSH for 

Castaldo’s benefit, which Castaldo subsequently sold, earning additional proceeds of more than 

$229,000. 

55. Castaldo and his employees did not disclose to the investors they solicited to buy 

ForceField stock that Castaldo was being paid or expected to be paid these kickbacks from St. 

Julien. 

III.	 The Third Scheme to Defraud Investors: St. Julien Pays Petrossi and Knippa 
Kickbacks to Solicit Investors in ForceField’s Private Placements. 

A.	 ForceField’s Private Placements 

56. Between approximately September 2009 and April 2015, ForceField conducted 

private placements of common stock, warrants, debentures, and promissory notes that raised 

more than $19.7 million from investors around the country.   

57. ForceField never filed a registration statement with the Commission in connection 

with any of these securities offerings. 

58. While neither Knippa nor Petrossi was registered with the Commission in any 

capacity between September 2009 and April 2015, they both solicited investors to invest in 

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ForceField’s private placements of common stock and warrants at various points during this time 

period. 

59. Knippa and Petrossi solicited investors in the private placements through various 

means, including at domestic and international investment conferences they attended with St. 

Julien on behalf of ForceField. At those conferences, Knippa and Petrossi, alone and together 

with St. Julien, would talk to prospective investors about ForceField’s business, tout 

ForceField’s purported successes, and advise investors generally on the merits of investing in 

ForceField stock. 

60. Knippa and Petrossi would continue to communicate with potential investors they 

met at these investment conferences by phone and email after the conferences had ended.  As 

part of these conversations, they would advise the potential investors on the merits of investing 

in ForceField, send them subscription agreements to buy ForceField securities, and return signed 

subscription agreements to St. Julien.  St. Julien would receive the subscription agreements on 

ForceField’s behalf, and then ask ForceField’s transfer agent over phone and by email to issue 

and mail stock certificates to the investors’ addresses.   

61. Knippa and Petrossi would also solicit potential investors outside of the investor 

conferences.  They would solicit individuals with whom they had other business relationships, or 

to whom they had been referred by third parties, and advise those potential investors in phone 

calls and through email on the merits of investing in ForceField.   

62. Knippa and Petrossi also facilitated their investors’ purchases of ForceField 

securities by providing them with subscription agreements and payment instructions.   

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B.	 St. Julien Paid Petrossi Kickbacks to Solicit Investors in ForceField’s Private 
Placements. 

63. From late 2009 through 2013, Petrossi attended numerous investment conferences 

with St. Julien and presented to attendees on the merits of investing in ForceField’s private 

placements.  Petrossi conferred with St. Julien and other ForceField officers about the investment 

pitch he would make, and Petrossi made edits and suggested changes to the presentation 

materials that ForceField gave to investors at the conferences.   

64. Petrossi would hold himself out to the attendees at these presentations as a 

purportedly independent investment professional appearing on behalf of his “Wealth Research 

Institute” business. In his presentations, he frequently recommended that investors allocate 10% 

of their portfolios to “private equity” or “pre-IPO” companies, and then recommended investing 

in ForceField’s private placements as such a “private equity” investment.   

65. During his presentations and conversations with individual investors at 

conferences and afterward, Petrossi made numerous material, but incomplete, statements of fact 

about ForceField when soliciting investments.  These statements included assertions about how 

much ForceField stock management owned, how management had voluntarily agreed to lock up 

their holdings, the amount of debt ForceField carried, and how the company had begun 

generating significant revenues. In some emails with potential investors, Petrossi characterized 

investing in ForceField as an “outstanding investment opportunity.”   

66. Between September 2010 and December 2012, Petrossi emailed prospective 

investors, stating, among other things: 

	 That an analyst had targeted a $5 stock price for the company by December 
2012. 

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	 “I just visited both [ForceField] manufacturing facilities in Shandong 
Province in China. [ForceField] is rapidly moving forward and I was 100% 
satisfied with the trip.” 

	 “[ForceField] will move to [the] American Stock Exchange [by the] end of 
first quarter 2011.” 

	 “I have visited the [ForceField] plants which are expanding and new 
acquisitions are in process.  Richard St. Julien is moving [the company] to 
NASDAQ. We are trading around $4 a share which means you doubled your 
money.” 

	 “[ForceField] is moving to NASDAQ from OTC soon and the stock should be 
trading around $10 when it comes time to sell.” 

67. Petrossi also made material, but incomplete, statements to investors about his own 

purported investments in ForceField.  In June 2012, Petrossi told one investor that “I can not 

[sic] be bought” and that he “only recommend[s] companies that [he] invests in.”   

68. St. Julien and Petrossi agreed that St. Julien would pay Petrossi kickbacks 

equaling approximately 10% of the gross proceeds of money invested by investors who Petrossi 

had solicited to invest in ForceField’s private placements.  Between approximately December 

2009 and December 2013, Petrossi solicited more than $4.5 million from more than 60 investors 

in ForceField’s private placements.  As a result, St. Julien paid Petrossi kickbacks in cash and 

ForceField stock worth more than $438,000. 

69. St. Julien wired the kickbacks from the AOHC account or other third-party 

accounts to accounts that Petrossi controlled, including accounts in his name, his wife’s name, 

and in the name of Chadwicke, Inc., a nominee that Petrossi controlled.   

70. Despite making various material statements of fact to investors about ForceField, 

Petrossi did not disclose to the investors he solicited that St. Julien was paying him kickbacks of 

roughly 10% of the amount of money Petrossi raised from them.   

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71. In addition, Petrossi’s investors generally believed that their entire investment 

was going to fund the company. These investors would not have purchased shares in the private 

placements if they had known Petrossi was getting a 10% kickback.   

C.	 St. Julien Paid Knippa Kickbacks to Solicit Investors in ForceField’s Private 
Placements. 

72. In June 2014, St. Julien and Knippa began discussing St. Julien hiring Knippa to 

solicit investors in ForceField’s private placements.  For example, on June 17, 2014, Knippa told 

St. Julien in a text message, “Hire me and put me on the road.”  St. Julien asked, in response, 

“Can you pitch ForceField to investors and brokers[?]”  Knippa responded, “I can pitch it as 

good as anyone in the world. . . .  I want to be on the road.” 

73. Thereafter, St. Julien offered Knippa a position as ForceField’s head of investor 

relations. St. Julien and Knippa agreed that Knippa would not be paid a salary; rather, St. Julien 

would pay Knippa kickbacks of approximately 10% of the amounts of money he raised from 

investors in the private placements.   

74. Knippa then began soliciting investors—both at investment conferences and 

elsewhere—in the private placements without disclosing his employment relationship with 

ForceField. For example, on or about July 10-11, 2014, Knippa attended an investment 

conference with St. Julien in Las Vegas, at which Knippa solicited investors in ForceField’s 

private placements.   

75. Knippa made material, but incomplete, statements of fact to potential investors 

when soliciting their investments in ForceField’s private placements.  For example, Knippa made 

material statements about ForceField to one investor in early 2015 about ForceField’s operations, 

contracts the company had purportedly entered into with states or municipalities, and that he 

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personally knew St. Julien. Knippa told another investor in early 2015 that he knew St. Julien 

and believed in him. 

76. Although Knippa made material statements about ForceField when soliciting 

investments, Knippa did not disclose that he was working for ForceField, that St. Julien had 

offered him a position as ForceField’s head of investor relations, or that St. Julien had begun 

paying him kickbacks in exchange for successfully soliciting investments in ForceField’s private 

placements.   

77. From approximately July 2014 to March 2015, Knippa solicited more than $1.19 

million from more than 10 investors in ForceField’s private placements.  St. Julien wired Knippa 

kickbacks equaling between 10 and 15% of the amounts of money Knippa had raised from 

investors he solicited in the private placements.  St. Julien wired those payments from the AOHC 

account to accounts in Knippa’s name and the name of an entity he controlled, Kenai Capital 

Management.   

78. Despite making various material statements of fact to investors about ForceField 

when soliciting investments, Knippa did not disclose to the investors he solicited that St. Julien 

was paying him kickbacks equaling 10% or more of the amounts of money Knippa raised.   

79. Knippa’s investors generally believed that their entire investment was going to 

fund the company. These investors would not have purchased shares in the private placements if 

they had known Knippa was getting a 10% to 15% kickback.   

D.	 Knippa Touted ForceField on the Fox Business Network and the Business 
News Network. 

80. On July 15, 2014, during a trip to New York with St. Julien to meet with 

investment bankers regarding ForceField, Knippa appeared on Fox Business News’s “Varney & 

Co.” show as a purported market commentator.  The show airs each weekday from 9:00 a.m. to 

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12:00 p.m., Eastern Time.  During his appearance, the show’s host, Stuart Varney, asked Knippa 

for a stock pick.  The following dialogue then took place between the two men: 

Knippa: “I like to do my homework on individual companies.  I 

like ForceField Energy. . . . They’re very involved in . . . 

converting to LED lighting for company[ies].  The business model 

is good. I know the CEO. I’ve met him personally.”  

Varney: “You own it?  You own it?” 

Knippa: “You bet I do. I put my money where my mouth is.  I’m 

a fund manager.”   

Knippa: “The business model is very simple, and it’s making 

money. This isn’t a development kind of thing.”   

81. Although Knippa made material statements about ForceField during this 

appearance, Knippa did not disclose that he was working for ForceField, that St. Julien had 

offered him a position as ForceField’s head of investor relations, that St. Julien and he had 

agreed that St. Julien would pay him kickbacks for soliciting investments in ForceField’s private 

placements, or that he had already begun soliciting investors at an investment conference just 

days before in Las Vegas. 

82. On July 15, 2014, ForceField’s trading volume increased more than fourfold from 

the day before, trading approximately 104,000 shares. 

83. On or about August 20, 2014, Knippa appeared on the Business News Network, 

and again recommended investing in ForceField.  The host and Knippa said the following: 

Host: “Okay, Tres Knippa is owner of Kenai Capital Management. 

He’s joining me through this show as guest co-host.  Kind of 

unusual for you to have a specific company on your radar because 

you’re looking more at, sort of, trades of broader things, 

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commodities and so on, but ForceField Energy, a company that 

you’re looking at.” 

Knippa: “Nasdaq symbol FNRG is ForceField Energy.  I like the 

company because their business plan is very very simple.  An LED 

lightbulb uses half to 85% less energy than the normal 

incandescent light.  ForceField Energy will go to a company— 

they’ve already done this; I’ll give you an example of a current 

client of theirs, the Beverly Hills Hotel. . . .  And then what they do 

is, is they share in the cost savings. . . .  ForceField Energy shares 

in that cost savings for five years.” 

84. Knippa went on to tout ForceField, citing the company’s purported business 

model and future growth. Knippa again failed to disclose that he was working for ForceField, 

was soliciting investors to invest in ForceField’s private placements, and by that time had 

already been paid two kickbacks by St. Julien through AOHC—one wire on or about July 31, 

2014, of $8,000 and a second wire on or about August 13, 2014, of $10,000. 

FIRST CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act  

and Rules 10b-5(a) and (c) Thereunder 


(All Defendants) 


85. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein. 

86. The Defendants, in connection with the purchase or sale of securities, directly or 

indirectly, singly or in concert, by the use of the means or instrumentalities of interstate 

commerce, or of the mails, or of the facilities of a national securities exchange, with scienter, 

have employed devices, schemes, and artifices to defraud, and have engaged in transactions, acts, 

practices, and courses of business which operated as a fraud or deceit.   

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87. By reason of the foregoing, the Defendants directly or indirectly, have violated, 

and unless enjoined will again 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 Sections 17(a)(1) and 17(a)(3) of the Securities Act 


(All Defendants) 


88. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein. 

89. The Defendants, directly or indirectly, singly or in concert, in the offer and sale of 

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

interstate commerce and of the mails, knowingly or with reckless disregard for the truth:  (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 purchasers of 

securities. 

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

indirectly, have violated, and unless enjoined and restrained will continue to violate, Sections 

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

THIRD CLAIM FOR RELIEF
 

Violations of Section 5 of the Securities Act  


(St. Julien, Knippa, and Petrossi) 


91. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein.   

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92. The shares of ForceField common stock and warrants that St. Julien, Knippa, and 

Petrossi sold constitute “securities” within the meaning of Section 2(a)(1) of the Securities Act 

[15 U.S.C. § 77b(a)(1)] and Section 3(a)(1) of the Exchange Act [15 U.S.C. § 78c(a)(10)].   

93. At all relevant times, the shares of ForceField common stock and warrants that St. 

Julien, Knippa, and Petrossi sold were not registered in accordance with the provisions of the 

Securities Act and no exemption from registration was applicable.   

94. St. Julien, Knippa, and Petrossi therefore, singly or in concert, directly or 

indirectly, made use of the means or instruments of transportation or communication in 

interstate commerce or of the mails to offer and to sell securities when no registration statement 

had been filed or was in effect as to such offers and sales of such securities and no exemption 

from registration was available. 

95. By reason of the activities described herein, St. Julien, Knippa, and Petrossi, 

singly or in concert, directly or indirectly, has violated, and unless enjoined and restrained will 

continue to violate, Section 5 of the Securities Act [15 U.S.C. §§ 77e]. 

FOURTH CLAIM FOR RELIEF
 

Violations of Section 15(a) of the Exchange Act 


(Castaldo, Knippa, and Petrossi) 


96. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein.   

97. Castaldo, Knippa, and Petrossi, while engaged in the business of effecting 

transactions in securities for the account of others made use of the mails or the means or 

instrumentalities of interstate commerce to effect transactions in, or to induce or attempt to 

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induce the purchase or sale of, a security without being registered in accordance with Section 

15(a) of the Exchange Act [15 U.S.C. § 78o(a)]. 

98. Castaldo, Knippa, and Petrossi have violated, and unless restrained and enjoined 

will in the future violate, Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].  

FIFTH CLAIM FOR RELIEF
 

Violations of Section 17(b) of the Securities Act  


(Castaldo & Knippa) 


99. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein.   

100. Castaldo and Knippa, by the use of the means and instruments of transportation 

and communication in interstate commerce and of the mails, published, gave publicity to, and 

circulated notice, circular, advertisement, newspaper, article, letter, investment service, or 

communication, which though not purporting to offer a security for sale, describes such security 

for consideration received or to be received, directly or indirectly, from an issuer, underwriter, or 

dealer, without fully disclosing the receipt, whether past or prospective, of such consideration 

and the amount thereof. 

101. Castaldo and Knippa have violated, and unless restrained and enjoined will in the 

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

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SIXTH CLAIM FOR RELIEF
 

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


(Castaldo, Petrossi, Knippa, and 

the Registered Representative Defendants) 


102. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein.   

103. Castaldo, Petrossi, Knippa and the Registered Representative Defendants, directly 

or indirectly, with scienter, in connection with the purchase or sale of securities, by the use of 

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

securities exchange, made untrue statements of material fact or omitted to state material facts 

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

were made, not misleading, in violation of Section 10(b) of the Exchange Act and Rule 10b-5(b).   

104. By reason of the foregoing, Castaldo, Petrossi, Knippa and the Registered 

Representative Defendants, directly or indirectly, have violated, and unless enjoined will again 

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)]. 

SEVENTH CLAIM FOR RELIEF
 

Violations of Sections 17(a)(2) of the Securities Act 


(Castaldo, Petrossi, Knippa, and 

the Registered Representative Defendants) 


105. The Commission realleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 84, as if fully set forth herein. 

106. Castaldo, Petrossi, Knippa and the Registered Representative Defendants, directly 

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

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instruments of transportation and communication in interstate commerce and of the mails, 

knowingly or with reckless disregard for the truth, obtained money or property by means of any 

untrue statement of material fact or any omission 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. 

107. By reason of the foregoing, Castaldo, Petrossi, Knippa and the Registered 

Representative Defendants, singly or in concert, directly or indirectly, have violated, and unless 

enjoined and restrained will continue to violate, Sections 17(a)(2) of the Securities Act [15 

U.S.C. § 77q(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court issue a 

Final Judgment: 

I. 

Permanently restraining and enjoining: 

(a) 	 Defendants St. Julien, Petrossi, and Knippa, and their agents, servants, employees 

and attorneys, and all persons in active concert or participation with them who 

receive actual notice of the injunction by personal service or otherwise, from 

violating Section 5 of the Securities Act [15 U.S.C. §§ 77q], pursuant to Section 

20(b) of the Securities Act [15 U.S.C. § 77t(b)];  

(b) 	 All Defendants and their agents, servants, employees and attorneys, and all 

persons in active concert or participation with them who receive actual notice of 

the injunction by personal service or otherwise, from violating Section 10(b) of 

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

pursuant to Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)(1)];  

(c) 	 All Defendants and their agents, servants, employees and attorneys, and all 

persons in active concert or participation with them who receive actual notice of 

the injunction by personal service or otherwise, from violating Sections 17(a) of 

the Securities Act [15 U.S.C. § 77q(a)], pursuant to Section 20(b) of the Securities 

Act [15 U.S.C. § 77t(b)]; 

(d) 	 Defendants Castaldo, Petrossi, and Knippa, and their agents, servants, employees 

and attorneys, and all persons in active concert or participation with them who 

receive actual notice of the injunction by personal service or otherwise, from 

violating Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)], pursuant to 

Section 21(d)(1) of the Exchange Act [15 U.S.C. § 78u(d)(1)]; and  

(e) 	 Defendants Castaldo and Knippa, and their agents, servants, employees and 

attorneys, and all persons in active concert or participation with them who receive 

actual notice of the injunction by personal service or otherwise, Section 17(b) of 

the Securities Act [15 U.S.C. § 77q(b)], pursuant to Section 20(b) of the 

Securities Act [15 U.S.C. § 77t(b)].   

II. 

Ordering all Defendants to disgorge, on a joint and several basis, any and all ill-gotten 

gains they received as a result of the violations of the federal securities laws, plus prejudgment 

interest thereon, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]. 

28 




Ordering all Defendants to pay civil monetary penalties pursuant to Section 20(d) of the

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

78u(d)(3)] for violations of the federal securities laws.

IV.

Ordering Defendants St. Julien, Castaldo, and Petrossi to be barred from participation in

any offering of a penny stock, pursuant to Section 20(g) of the Securities Act [15 U.S.C. §

77t(g)] and/or Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)].

V.

Ordering St. Julien to be barred from serving as an officer or director of a public

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

of the Exchange Act [15 U.S.C.§ 78u(d)(2)] for the violations alleged herein.

VI.

Granting such other and further relief as the Court may deem just and proper.

Dated: May 3, 2016
New York, New York

Andrew M. Calamari
Sanjay Wadhwa
Sheldon L. Pollock
John O. Enright
Ann Marie Preissler
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-9138 (Enright)
Email: [email protected]

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