SEC v. Harshad Shah; Virendra Parekh; and Namah Wealth Creation & Preservation, L.P., No. 5:25-cv-01666, Northern District of California (Feb. 18, 2025) — Complaint

COMPLAINT
SEC v. SHAH ET AL.

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
  [email protected]
JASON H. LEE (Cal. Bar No. 253140)
  [email protected]
DAVID ZHOU (NY Bar No. 4926523)
  [email protected]
JONATHAN GRANT (NY Bar No. 4127437)
  [email protected]
SILVANA A. QUINTANILLA (Cal. Bar No. 284964)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)

SECURITIES AND EXCHANGE COMMISSION,

  Plaintiff,

 vs.

HARSHAD SHAH, VIRENDRA PAREKH, and
NAMAH WEALTH CREATION &
PRESERVATION, L.P.,

  Defendants.

Case No.

COMPLAINT

DEMAND FOR JURY TRIAL

Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
SUMMARY OF THE ACTION
1. In February 2020, Defendant Harshad Shah (“Shah”), Defendant Virendra Parekh
(“Parekh”), and Defendant Namah Wealth Creation & Preservation, L.P. (“Namah Wealth,” and,
collectively with Shah and Parekh, “Defendants”), engaged in the fraudulent offer and sale of a
$1.5 million “funding note” issued by Namah Wealth to a California investor (the “Namah

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

COMPLAINT
SEC v. SHAH, ET AL.

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Investor”).  Defendants wanted the Namah Investor’s money because they hoped to take advantage
of an investment opportunity with a purported investment management firm based in Cyprus
called Xiperias Ltd. (“Xiperias”).  According to Xiperias’s agents, if Defendants invested a
minimum of $1.3 million, they would receive 100 percent returns (i.e., $1.3 million) every month.
Xiperias provided no information about its investment strategy or the financial instruments that
could generate such incredible returns, and when Shah and Parekh asked, they were told the details
were confidential.  Nevertheless, Shah and Parekh were interested in investing with Xiperias.
2. The problem was that Shah and Parekh, who are licensed insurance agents, did not
have $1.3 million available in personal funds.  Consequently, they created Namah Wealth and
reached out to the Namah Investor, who was Shah’s existing insurance client, to pitch him on an
investment opportunity with Namah Wealth.  Among other things, Defendants falsely claimed that
the Namah Investor would receive a risk-free annual return of 50 percent (i.e., $750,000) because
international banks would leverage his principal to generate enormous profits.  Defendants also
falsely promised the Namah Investor that Defendants would obtain and pay for insurance with a
leading global insurance marketplace (the “Insurance Group”) in order to fully guarantee that
principal from any loss.  Meanwhile, Defendants omitted and withheld material information about
Xiperias from the Namah Investor.  Ultimately, the Namah Investor decided to invest $1.5 million
and wired the funds to Defendants on February 24, 2020.
3. About a week later, Defendants sent the $1.5 million to Xiperias.  They wired the
money despite receiving a purported investment agreement and other written documents from
Xiperias that included red flags like grammatical errors and bizarre language.  In addition,
Defendants had not obtained or paid for the insurance policy they promised to the Namah Investor.
4. Defendants never received any returns or a refund of the principal from Xiperias.
Consequently, as of December 2024, Defendants never paid the promised 50 percent annual return
to the Namah Investor or returned his $1.5 million principal outside of a single payment of
$45,000.
5. As a result of the conduct alleged in this Complaint, Defendants violated Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule

COMPLAINT
SEC v. SHAH, ET AL.

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10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77q(a)].
6. In this action, the Commission seeks permanent injunctions; disgorgement of ill-
gotten gains with prejudgment interest; and civil monetary penalties.  The Commission also seeks
an order prohibiting Defendants from participating in the issuance, purchase, offer, or sale of any
security.
JURISDICTION AND VENUE
7. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of
the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], and Sections 21(d), 21(e), and 27 of
the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d),
21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
9. Defendants, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and courses
of business alleged in this Complaint.
10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)], and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)].  Acts, transactions,
practices, and courses of business that form the basis for the violations alleged in this Complaint
occurred in this District.  For example, Namah Wealth’s principal place of business is in this
District; Parekh and Shah reside in Alameda County and Santa Clara County, respectively; and the
business bank account that received the Namah Investor’s funds was opened in Santa Clara
County.
11. Under Civil Local Rule 3-2(e), this civil action should be assigned to the San Jose
Division because a substantial part of the events or omissions which give rise to the claims alleged
herein occurred in Santa Clara County.

COMPLAINT
SEC v. SHAH, ET AL.

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DEFENDANTS
12. Namah Wealth Creation & Preservation, L.P. is a California limited partnership
formed in February 2020, with its principal place of business in Milpitas, California.  It is owned
and controlled by Shah and Parekh.
13. Harshad Shah, age 72, is a resident of Milpitas, California.  He is a general partner
and co-owner of Namah Wealth.  Shah previously held Series 6 and 63 licenses, which are
securities licenses administered by the Financial Industry Regulatory Authority (“FINRA”) that
allowed Shah to sell certain securities products.  In order to obtain those licenses, Shah had to take
and pass certain FINRA securities-related exams.  He is currently an insurance agent and tax
preparer licensed in California.
14. Virendra Parekh, age 53, is a resident of Fremont, California.  He is a general
partner and co-owner of Namah Wealth.  He is currently an insurance agent licensed in California.
FACTUAL ALLEGATIONS
A. Defendants Learned of an Investment Opportunity with a Mysterious
International Company that Promised Exorbitant Returns.
15. In January 2020, Shah and Parekh, who were friends and worked together to sell
life insurance products, learned of an investment opportunity with Xiperias that required a
minimum investment of $1.3 million, would purportedly provide very high returns, and would be
insured against loss.  A business acquaintance had introduced Shah and Parekh to a woman
working in tax planning in Florida (“Promoter A”) who was not previously known to either Shah
or Parekh.  During an in-person meeting with Shah and Parekh in Florida, Promoter A shared
information about an investment program with an international company, which turned out to be
Xiperias, that could provide 100 percent monthly returns if they invested a minimum of $1.3
million.  In other words, in return for their initial investment, Shah and Parekh would be paid $1.3
million every month.
16. Around the same time, Shah and Parekh were introduced to a woman who claimed
to be the compliance officer of Xiperias (“Promoter B”).  Shah and Parekh never met Promoter B
in person, and instead only spoke with her over the telephone and by email.  Promoter B asserted

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that Xiperias owned three banks in Europe, but did not provide any names or other details.
Xiperias’s agents asserted that the invested principal would be insured and thus protected against
any loss.  Xiperias’s agents also vaguely explained that Xiperias could earn extraordinary returns
because it pooled together investor funds into $100 million buckets that were invested in various
projects involving banking or trading.  When Shah and Parekh asked for more details about the
specific investment opportunity or Xiperias’s other investors and projects, they were told that the
information was confidential.  As both Shah and Parekh have since admitted, they did not
understand Xiperias’s supposed investment strategy.  Nevertheless, Shah and Parekh did not press
further, and they did not conduct any due diligence of their own other than searching Xiperias’s
name online, which did not return any results.
17. Notwithstanding Xiperias’s promise of exorbitant returns with no risk, and its
refusal to provide details about the purported investment, Shah and Parekh were interested in
investing.  However, they did not have the funds to make the investment themselves.  As a result,
they decided to approach one of Shah’s life insurance clients, the Namah Investor, who they knew
had recently sold his business and thus had available funds.  Around the same time, on February 6,
2020, Shah and Parekh created the Namah Wealth limited partnership.  Rather than offer the
Namah Investor the opportunity to invest with Xiperias or speak with either Promoter A or
Promoter B, Shah and Parekh created a new investment opportunity through Namah Wealth and
pitched the Namah Investor on investing in Shah and Parekh’s own entity.
B. Defendants Made Materially False and Misleading Statements to the Namah
Investor.
18. Specifically, Shah and Parekh offered the Namah Investor the chance to invest in a
$1.5 million “funding note” issued by Namah Wealth.  Over the course of several weeks in
February 2020, Shah and Parekh spoke with the Namah Investor multiple times, in person and
over the phone, and made material misrepresentations to him about the funding note’s promised
returns and investment strategy as well as the safety of the Namah Investor’s principal, among
other things.  Shah and Parekh also omitted and withheld material information about Xiperias.
After receiving assurances that his investment would be protected from loss by an insurance policy

COMPLAINT
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obtained and paid for by Defendants, the Namah Investor agreed to invest and wired $1.5 million
to Defendants on February 24, 2020.  On March 2, 2020, Defendants sent the $1.5 million to
Xiperias.
1.  Defendants’ False Representations About Namah Wealth’s Very High
Investment Returns and Investment Strategy
19. Shah and Parekh knew that they needed the Namah Investor to invest at least $1.3
million, the minimum amount required by Xiperias.  When they crafted the Namah Wealth funding
note, they offered increasing returns based on the amount invested, starting with a 20 percent
annual return for an investment of $500,000, a 30 percent annual return for $1 million, and finally
a 50 percent annual return for $1.5 million, which was the highest return.  Put another way,
Defendants promised to pay the Namah Investor a total of $750,000 within one year, which would
be paid in quarterly installments, if he invested $1.5 million.  Defendants told the Namah Investor
that they were able to offer a 50 percent return because they themselves were going to make a lot
more money from the investment.  Defendants also reassured him that they would handle
everything related to the investment, and that the Namah Investor would not need to expend any
efforts to generate the promised returns.
20. Shah and Parekh provided little information about how the investment would earn a
50 percent return, and the few details that they provided were untrue.  For example, after the
Namah Investor asked how Defendants could pay such high returns, Shah and Parekh falsely
represented that his principal would be invested with international banks that would leverage his
investment up to 30 times to generate the returns.  In truth, Shah and Parekh planned to invest the
money with Xiperias rather than international banks, and they had no understanding of the actual
investment strategy that Xiperias was claiming it would use.  When the Namah Investor pressed
for additional information, Shah and Parekh falsely told him that the details were confidential,
when, in reality, they did not know any further details.
2. Defendants’ False Claims of Insurance Protection
21. Shah and Parekh also falsely represented to the Namah Investor that his entire $1.5
million investment would be insured by the Insurance Group and, as a consequence, protected

COMPLAINT
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against any loss in the event the investment did not succeed.  An initial version of the Namah
Wealth funding note document, which Shah and Parekh drafted and sent to the Namah Investor on
February 17, 2020, stated that, “If for any reason, the investment does not perform as anticipated,
the principal amount of [BLANK] is 100% guaranteed.”
22. After the Namah Investor expressed hesitation about investing in the funding note,
Shah and Parekh falsely added that the insurance policy would cover 103 percent of the
investment, meaning that the Namah Investor was not only guaranteed to get his entire principal
back, but he would also receive a minimum three-percent return of approximately $45,000.  Shah
and Parekh included this misrepresentation in a new version of the Namah Wealth funding note,
sent on February 19, 2020, which included the false reassurance that “[p]rincipal is insured against
loss via [Insurance Group] policy at 103% of principal . . .”  The funding note added another
misrepresentation, namely that the purported insurance policy would be “paid for by us, not the
Investor.”
23. Shah further emphasized this insurance protection in his February 19, 2020, email
transmitting the updated funding note to the Namah Investor, in which he wrote that the “revised
document . . . clearly says that your principal amount is protected by [sic] insurance policy.  This
should be very assuring to you that your money is protected and if for any reason, this does not
work as expected in the first 2 months, we will return your principal with 3% return on it so you
have nothing to lose.”  The next day, Shah sent another email to the Namah Investor, assuring him
that the Insurance Group “is used by all the big banks” and the “big brokerage companies” and
listing off the names of several prominent banks and brokerages.  Having the protection of an
insurance policy with the Insurance Group was important to the Namah Investor, and the Namah
Investor did not wire funds to Defendants until after he received the reassurances in Shah’s emails
on February 19, 2020, and February 20, 2020.
24. Defendants’ representations about insurance protection were materially false and
misleading.  In reality, Defendants did nothing to obtain insurance for the Namah Investor’s
principal.  They did not contact any insurance companies, much less obtain and pay for an
insurance policy with the Insurance Group (as promised in the Namah Wealth funding note), and

COMPLAINT
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there was no insurance policy in place when the Namah Investor wired his funds to Defendants.
When Shah and Parekh separately asked Xiperias about whether there would be an insurance
policy to protect their anticipated investment in Xiperias, they were told on February 19, 2020, that
Xiperias would not obtain insurance until after it received their investment funds.
25. Almost two weeks after the Namah Investor wired his funds to Defendants, and a
week after Defendants then sent the money to Xiperias, Shah and Parekh were sent a document on
March 9, 2020, that Xiperias claimed evidenced an insurance policy.  Defendants did not tell the
Namah Investor that Xiperias had shared a purported insurance policy document, and they did not
send him the document.  Moreover, despite both Shah and Parekh being licensed insurance agents,
they did nothing to verify that the purported policy was in fact real and in force.  In addition,
certain terms of the purported insurance policy differed significantly from the false promises that
Defendants had made to the Namah Investor.  Notably, the purported policy stated that the limit of
indemnity was $1.5 million, and not the 103 percent indemnity that Defendants promised the
Namah Investor.  The purported policy also included a “Marine Hull Schedule,” which is
sometimes included in commercial insurance contracts covering marine vessels, that was
inconsistent with Xiperias’s claim that the document reflected an insurance policy for a monetary
investment.  In truth, no insurance policy existed between Xiperias and the Insurance Group with
respect to Shah and Parekh’s $1.5 million investment.
3. Defendants Misleadingly Omitted and Withheld Information about Xiperias.
26. Shah and Parekh also misleadingly omitted and withheld from the Namah Investor
material information about Xiperias, including the fact that the limited communications and
documents from Xiperias contained numerous red flags.
27. For example, while Shah and Parekh told the Namah Investor that they intended to
invest his $1.5 million, expected to earn more than a 50 percent annual return, and would keep the
spread, they did not share the name Xiperias or the names of Promoter A, Promoter B, or any other
Xiperias agent, or explain that Xiperias had promised 100 percent monthly returns.  Shah and
Parekh also omitted the fact that Xiperias declined to provide details about its investment strategy.

COMPLAINT
SEC v. SHAH, ET AL.

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28. In addition, the written documents that Xiperias sent to Shah and Parekh, including
know-your-customer forms and an investment management agreement, contained unusual terms,
bizarre language, and typos.  Among other red flags, the documents misspelled the name of the
Insurance Group, required Shah and Parekh to confirm that they were “not involved in any
Government entrapment operation,” and warned that “[a]ny arrogant or demanding personality
will guarantee to be rejected [sic].”  Shah and Parekh did not send any of these documents to, or
share their contents with, the Namah Investor.
29. Shah and Parekh knew or were reckless in not knowing that their material
representations about the extraordinary promised returns, the investment strategy to generate those
returns, and the insurance protection were false and misleading.  They also knew or were reckless
in not knowing that they omitted material information about Xiperias.  By virtue of Shah’s and
Parekh’s involvement in, and control over, Namah Wealth, Namah Wealth also knew or was
reckless in not knowing that it made materially false and misleading statements and omissions to
the Namah Investor.
30. Defendants’ misrepresentations were material to a reasonable investor, and to the
Namah Investor specifically.  For example, the 50 percent annual return offered by Defendants
was substantial and important to the Namah Investor as he considered the Namah Wealth
investment opportunity.  Moreover, it was important to the Namah Investor that Defendants had
reassured him that the investment was “100% guaranteed” and that he had “nothing to lose.”  In
particular, Defendants’ repeated promises that they would obtain and pay for an insurance policy
from the Insurance Group to protect the principal from any loss were important to the Namah
Investor as he decided whether to invest with Defendants.
C. Defendants Try to Obtain More Investment Funds.
31. In March 2020, despite the red flags concerning the exorbitant purported returns,
the insurance policy, and the documentation provided by Xiperias, Shah and Parekh continued to
solicit investors to make similar investments with them.  On March 26, 2020, Shah and Parekh
approached the Namah Investor with an additional opportunity to invest funds with them.  The
Namah Investor decided to wait until he could see how his first investment performed and did not

COMPLAINT
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invest any additional funds with Defendants.  On March 31, 2020, Shah and Parekh also
approached another potential investor, who was an acquaintance of the Namah Investor, with a
similar investment opportunity that promised annual returns of 24 percent for a $250,000
investment or 28 percent for a $1 million investment, with Shah stating that the “Principal and
Return both are Guaranteed by us.”  The potential investor ultimately did not invest with
Defendants.
D. Defendants Did Not Pay Any Returns or Refund the Namah Investor’s Principal.
32. From March 2020, through at least September 2024, Shah and Parekh repeatedly
emailed Xiperias to request the payments that Xiperias had promised.  However, Defendants did
not receive any payments from Xiperias.  And Defendants, in turn, did not make any of the
promised quarterly payments to the Namah Investor.  After more than a year had passed, the
Namah Investor complained about the lack of any payments.  On August 4, 2021, Shah and Parekh
made one payment to the Namah Investor of $45,000.  As of December 2024, Defendants had not
made any other payments or refunded the $1.5 million principal to the Namah Investor.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
33. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 32.
34. Defendants, by engaging in the conduct described above, directly or indirectly, in
connection with the purchase or sale of securities, by use of means or instrumentalities of interstate
commerce, or of the mails, with scienter:
a. Employed devices, schemes, or artifices to defraud;
b. Made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and
c. Engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons, including purchasers of
securities.

COMPLAINT
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35. By reason of the foregoing, Defendants violated, and unless restrained and enjoined
will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
36. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 32.
37. Defendants, by engaging in the conduct described above, directly or indirectly, in
the offer or sale of securities, by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails:
a. with scienter, employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material fact
or by omitting to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; and
c. engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon purchasers.
38. By reason of the foregoing, Defendants violated, and unless restrained and enjoined
will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Permanently enjoin Defendants from directly or indirectly violating Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
II.
Permanently enjoin Defendants from directly or indirectly, including, but not limited to,
through any entity controlled by them, participating in the issuance, purchase, offer, or sale of any

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security, provided however, that such injunctions  shall not prevent Defendant Shah and Defendant
Parekh from purchasing or selling securities for their own accounts, pursuant to Section 20(b) of
the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15
U.S.C. §§ 78u(d)(1) and 78u(d)(5)].
III.
Issue an order requiring Defendants to disgorge all ill-gotten gains received as a result of
their unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5),
and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
IV.
Issue an order requiring Defendants  to pay civil monetary penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d) of the Exchange Act [15 U.S.C.
§ 78u(d)].
V.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal
Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees
that may be entered, or to entertain any suitable application or motion for additional relief within
the jurisdiction of this Court.
VI.
Grant such other and further relief as this Court may determine to be just, equitable, and
necessary.

Dated:  February 18, 2025   Respectfully submitted,

   /s/ Silvana A. Quintanilla
Silvana A. Quintanilla
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

COMPLAINT  
SEC v. SHAH ET AL.   

 

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 
  [email protected] 
JASON H. LEE (Cal. Bar No. 253140) 
  [email protected] 
DAVID ZHOU (NY Bar No. 4926523) 
  [email protected] 
JONATHAN GRANT (NY Bar No. 4127437) 
  [email protected] 
SILVANA A. QUINTANILLA (Cal. Bar No. 284964) 
  [email protected] 
 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 700 
San Francisco, CA 94104  
(415) 705-2500 (Telephone) 
(415) 705-2501 (Facsimile) 
 
 

SECURITIES AND EXCHANGE COMMISSION, 
 
  Plaintiff, 
 
 vs. 
 
HARSHAD SHAH, VIRENDRA PAREKH, and 
NAMAH WEALTH CREATION & 
PRESERVATION, L.P., 
 

  Defendants. 
 

Case No.  
 
 
 
COMPLAINT 
 
DEMAND FOR JURY TRIAL  

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

SUMMARY OF THE ACTION 

1. In February 2020, Defendant Harshad Shah (“Shah”), Defendant Virendra Parekh 

(“Parekh”), and Defendant Namah Wealth Creation & Preservation, L.P. (“Namah Wealth,” and, 

collectively with Shah and Parekh, “Defendants”), engaged in the fraudulent offer and sale of a 

$1.5 million “funding note” issued by Namah Wealth to a California investor (the “Namah 

 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN JOSE DIVISION 

 

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Investor”).  Defendants wanted the Namah Investor’s money because they hoped to take advantage 

of an investment opportunity with a purported investment management firm based in Cyprus 

called Xiperias Ltd. (“Xiperias”).  According to Xiperias’s agents, if Defendants invested a 

minimum of $1.3 million, they would receive 100 percent returns (i.e., $1.3 million) every month.  

Xiperias provided no information about its investment strategy or the financial instruments that 

could generate such incredible returns, and when Shah and Parekh asked, they were told the details 

were confidential.  Nevertheless, Shah and Parekh were interested in investing with Xiperias.     

2. The problem was that Shah and Parekh, who are licensed insurance agents, did not 

have $1.3 million available in personal funds.  Consequently, they created Namah Wealth and 

reached out to the Namah Investor, who was Shah’s existing insurance client, to pitch him on an 

investment opportunity with Namah Wealth.  Among other things, Defendants falsely claimed that 

the Namah Investor would receive a risk-free annual return of 50 percent (i.e., $750,000) because 

international banks would leverage his principal to generate enormous profits.  Defendants also 

falsely promised the Namah Investor that Defendants would obtain and pay for insurance with a 

leading global insurance marketplace (the “Insurance Group”) in order to fully guarantee that 

principal from any loss.  Meanwhile, Defendants omitted and withheld material information about 

Xiperias from the Namah Investor.  Ultimately, the Namah Investor decided to invest $1.5 million 

and wired the funds to Defendants on February 24, 2020.   

3. About a week later, Defendants sent the $1.5 million to Xiperias.  They wired the 

money despite receiving a purported investment agreement and other written documents from 

Xiperias that included red flags like grammatical errors and bizarre language.  In addition, 

Defendants had not obtained or paid for the insurance policy they promised to the Namah Investor.  

4. Defendants never received any returns or a refund of the principal from Xiperias.  

Consequently, as of December 2024, Defendants never paid the promised 50 percent annual return 

to the Namah Investor or returned his $1.5 million principal outside of a single payment of 

$45,000.  

5. As a result of the conduct alleged in this Complaint, Defendants violated Section 

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

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10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 

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

6. In this action, the Commission seeks permanent injunctions; disgorgement of ill-

gotten gains with prejudgment interest; and civil monetary penalties.  The Commission also seeks 

an order prohibiting Defendants from participating in the issuance, purchase, offer, or sale of any 

security.   

JURISDICTION AND VENUE 

7. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of 

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

the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

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

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], and Sections 21(d), 

21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].  

9. Defendants, directly or indirectly, made use of the means and instrumentalities of 

interstate commerce or of the mails in connection with the acts, transactions, practices, and courses 

of business alleged in this Complaint. 

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

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

practices, and courses of business that form the basis for the violations alleged in this Complaint 

occurred in this District.  For example, Namah Wealth’s principal place of business is in this 

District; Parekh and Shah reside in Alameda County and Santa Clara County, respectively; and the 

business bank account that received the Namah Investor’s funds was opened in Santa Clara 

County. 

11. Under Civil Local Rule 3-2(e), this civil action should be assigned to the San Jose 

Division because a substantial part of the events or omissions which give rise to the claims alleged 

herein occurred in Santa Clara County. 

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DEFENDANTS 

12. Namah Wealth Creation & Preservation, L.P. is a California limited partnership 

formed in February 2020, with its principal place of business in Milpitas, California.  It is owned 

and controlled by Shah and Parekh. 

13. Harshad Shah, age 72, is a resident of Milpitas, California.  He is a general partner 

and co-owner of Namah Wealth.  Shah previously held Series 6 and 63 licenses, which are 

securities licenses administered by the Financial Industry Regulatory Authority (“FINRA”) that 

allowed Shah to sell certain securities products.  In order to obtain those licenses, Shah had to take 

and pass certain FINRA securities-related exams.  He is currently an insurance agent and tax 

preparer licensed in California.   

14. Virendra Parekh, age 53, is a resident of Fremont, California.  He is a general 

partner and co-owner of Namah Wealth.  He is currently an insurance agent licensed in California. 

FACTUAL ALLEGATIONS 

A. Defendants Learned of an Investment Opportunity with a Mysterious 

International Company that Promised Exorbitant Returns. 

15. In January 2020, Shah and Parekh, who were friends and worked together to sell 

life insurance products, learned of an investment opportunity with Xiperias that required a 

minimum investment of $1.3 million, would purportedly provide very high returns, and would be 

insured against loss.  A business acquaintance had introduced Shah and Parekh to a woman 

working in tax planning in Florida (“Promoter A”) who was not previously known to either Shah 

or Parekh.  During an in-person meeting with Shah and Parekh in Florida, Promoter A shared 

information about an investment program with an international company, which turned out to be 

Xiperias, that could provide 100 percent monthly returns if they invested a minimum of $1.3 

million.  In other words, in return for their initial investment, Shah and Parekh would be paid $1.3 

million every month. 

16. Around the same time, Shah and Parekh were introduced to a woman who claimed 

to be the compliance officer of Xiperias (“Promoter B”).  Shah and Parekh never met Promoter B 

in person, and instead only spoke with her over the telephone and by email.  Promoter B asserted 

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that Xiperias owned three banks in Europe, but did not provide any names or other details.  

Xiperias’s agents asserted that the invested principal would be insured and thus protected against 

any loss.  Xiperias’s agents also vaguely explained that Xiperias could earn extraordinary returns 

because it pooled together investor funds into $100 million buckets that were invested in various 

projects involving banking or trading.  When Shah and Parekh asked for more details about the 

specific investment opportunity or Xiperias’s other investors and projects, they were told that the 

information was confidential.  As both Shah and Parekh have since admitted, they did not 

understand Xiperias’s supposed investment strategy.  Nevertheless, Shah and Parekh did not press 

further, and they did not conduct any due diligence of their own other than searching Xiperias’s 

name online, which did not return any results.   

17. Notwithstanding Xiperias’s promise of exorbitant returns with no risk, and its 

refusal to provide details about the purported investment, Shah and Parekh were interested in 

investing.  However, they did not have the funds to make the investment themselves.  As a result, 

they decided to approach one of Shah’s life insurance clients, the Namah Investor, who they knew 

had recently sold his business and thus had available funds.  Around the same time, on February 6, 

2020, Shah and Parekh created the Namah Wealth limited partnership.  Rather than offer the 

Namah Investor the opportunity to invest with Xiperias or speak with either Promoter A or 

Promoter B, Shah and Parekh created a new investment opportunity through Namah Wealth and 

pitched the Namah Investor on investing in Shah and Parekh’s own entity.    

B. Defendants Made Materially False and Misleading Statements to the Namah 

Investor. 

18. Specifically, Shah and Parekh offered the Namah Investor the chance to invest in a 

$1.5 million “funding note” issued by Namah Wealth.  Over the course of several weeks in 

February 2020, Shah and Parekh spoke with the Namah Investor multiple times, in person and 

over the phone, and made material misrepresentations to him about the funding note’s promised 

returns and investment strategy as well as the safety of the Namah Investor’s principal, among 

other things.  Shah and Parekh also omitted and withheld material information about Xiperias.  

After receiving assurances that his investment would be protected from loss by an insurance policy 

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obtained and paid for by Defendants, the Namah Investor agreed to invest and wired $1.5 million 

to Defendants on February 24, 2020.  On March 2, 2020, Defendants sent the $1.5 million to 

Xiperias.     

1.  Defendants’ False Representations About Namah Wealth’s Very High 

Investment Returns and Investment Strategy 

19. Shah and Parekh knew that they needed the Namah Investor to invest at least $1.3 

million, the minimum amount required by Xiperias.  When they crafted the Namah Wealth funding 

note, they offered increasing returns based on the amount invested, starting with a 20 percent 

annual return for an investment of $500,000, a 30 percent annual return for $1 million, and finally 

a 50 percent annual return for $1.5 million, which was the highest return.  Put another way, 

Defendants promised to pay the Namah Investor a total of $750,000 within one year, which would 

be paid in quarterly installments, if he invested $1.5 million.  Defendants told the Namah Investor 

that they were able to offer a 50 percent return because they themselves were going to make a lot 

more money from the investment.  Defendants also reassured him that they would handle 

everything related to the investment, and that the Namah Investor would not need to expend any 

efforts to generate the promised returns. 

20. Shah and Parekh provided little information about how the investment would earn a 

50 percent return, and the few details that they provided were untrue.  For example, after the 

Namah Investor asked how Defendants could pay such high returns, Shah and Parekh falsely 

represented that his principal would be invested with international banks that would leverage his 

investment up to 30 times to generate the returns.  In truth, Shah and Parekh planned to invest the 

money with Xiperias rather than international banks, and they had no understanding of the actual 

investment strategy that Xiperias was claiming it would use.  When the Namah Investor pressed 

for additional information, Shah and Parekh falsely told him that the details were confidential, 

when, in reality, they did not know any further details.     

2. Defendants’ False Claims of Insurance Protection  

21. Shah and Parekh also falsely represented to the Namah Investor that his entire $1.5 

million investment would be insured by the Insurance Group and, as a consequence, protected 

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against any loss in the event the investment did not succeed.  An initial version of the Namah 

Wealth funding note document, which Shah and Parekh drafted and sent to the Namah Investor on 

February 17, 2020, stated that, “If for any reason, the investment does not perform as anticipated, 

the principal amount of [BLANK] is 100% guaranteed.”   

22. After the Namah Investor expressed hesitation about investing in the funding note, 

Shah and Parekh falsely added that the insurance policy would cover 103 percent of the 

investment, meaning that the Namah Investor was not only guaranteed to get his entire principal 

back, but he would also receive a minimum three-percent return of approximately $45,000.  Shah 

and Parekh included this misrepresentation in a new version of the Namah Wealth funding note, 

sent on February 19, 2020, which included the false reassurance that “[p]rincipal is insured against 

loss via [Insurance Group] policy at 103% of principal . . .”  The funding note added another 

misrepresentation, namely that the purported insurance policy would be “paid for by us, not the 

Investor.”   

23. Shah further emphasized this insurance protection in his February 19, 2020, email 

transmitting the updated funding note to the Namah Investor, in which he wrote that the “revised 

document . . . clearly says that your principal amount is protected by [sic] insurance policy.  This 

should be very assuring to you that your money is protected and if for any reason, this does not 

work as expected in the first 2 months, we will return your principal with 3% return on it so you 

have nothing to lose.”  The next day, Shah sent another email to the Namah Investor, assuring him 

that the Insurance Group “is used by all the big banks” and the “big brokerage companies” and 

listing off the names of several prominent banks and brokerages.  Having the protection of an 

insurance policy with the Insurance Group was important to the Namah Investor, and the Namah 

Investor did not wire funds to Defendants until after he received the reassurances in Shah’s emails 

on February 19, 2020, and February 20, 2020.  

24. Defendants’ representations about insurance protection were materially false and 

misleading.  In reality, Defendants did nothing to obtain insurance for the Namah Investor’s 

principal.  They did not contact any insurance companies, much less obtain and pay for an 

insurance policy with the Insurance Group (as promised in the Namah Wealth funding note), and 

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there was no insurance policy in place when the Namah Investor wired his funds to Defendants.  

When Shah and Parekh separately asked Xiperias about whether there would be an insurance 

policy to protect their anticipated investment in Xiperias, they were told on February 19, 2020, that 

Xiperias would not obtain insurance until after it received their investment funds. 

25. Almost two weeks after the Namah Investor wired his funds to Defendants, and a 

week after Defendants then sent the money to Xiperias, Shah and Parekh were sent a document on 

March 9, 2020, that Xiperias claimed evidenced an insurance policy.  Defendants did not tell the 

Namah Investor that Xiperias had shared a purported insurance policy document, and they did not 

send him the document.  Moreover, despite both Shah and Parekh being licensed insurance agents, 

they did nothing to verify that the purported policy was in fact real and in force.  In addition, 

certain terms of the purported insurance policy differed significantly from the false promises that 

Defendants had made to the Namah Investor.  Notably, the purported policy stated that the limit of 

indemnity was $1.5 million, and not the 103 percent indemnity that Defendants promised the 

Namah Investor.  The purported policy also included a “Marine Hull Schedule,” which is 

sometimes included in commercial insurance contracts covering marine vessels, that was 

inconsistent with Xiperias’s claim that the document reflected an insurance policy for a monetary 

investment.  In truth, no insurance policy existed between Xiperias and the Insurance Group with 

respect to Shah and Parekh’s $1.5 million investment.    

3. Defendants Misleadingly Omitted and Withheld Information about Xiperias.  

26. Shah and Parekh also misleadingly omitted and withheld from the Namah Investor 

material information about Xiperias, including the fact that the limited communications and 

documents from Xiperias contained numerous red flags.  

27. For example, while Shah and Parekh told the Namah Investor that they intended to 

invest his $1.5 million, expected to earn more than a 50 percent annual return, and would keep the 

spread, they did not share the name Xiperias or the names of Promoter A, Promoter B, or any other 

Xiperias agent, or explain that Xiperias had promised 100 percent monthly returns.  Shah and 

Parekh also omitted the fact that Xiperias declined to provide details about its investment strategy.  

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28. In addition, the written documents that Xiperias sent to Shah and Parekh, including 

know-your-customer forms and an investment management agreement, contained unusual terms, 

bizarre language, and typos.  Among other red flags, the documents misspelled the name of the 

Insurance Group, required Shah and Parekh to confirm that they were “not involved in any 

Government entrapment operation,” and warned that “[a]ny arrogant or demanding personality 

will guarantee to be rejected [sic].”  Shah and Parekh did not send any of these documents to, or 

share their contents with, the Namah Investor.    

29. Shah and Parekh knew or were reckless in not knowing that their material 

representations about the extraordinary promised returns, the investment strategy to generate those 

returns, and the insurance protection were false and misleading.  They also knew or were reckless 

in not knowing that they omitted material information about Xiperias.  By virtue of Shah’s and 

Parekh’s involvement in, and control over, Namah Wealth, Namah Wealth also knew or was 

reckless in not knowing that it made materially false and misleading statements and omissions to 

the Namah Investor. 

30. Defendants’ misrepresentations were material to a reasonable investor, and to the 

Namah Investor specifically.  For example, the 50 percent annual return offered by Defendants 

was substantial and important to the Namah Investor as he considered the Namah Wealth 

investment opportunity.  Moreover, it was important to the Namah Investor that Defendants had 

reassured him that the investment was “100% guaranteed” and that he had “nothing to lose.”  In 

particular, Defendants’ repeated promises that they would obtain and pay for an insurance policy 

from the Insurance Group to protect the principal from any loss were important to the Namah 

Investor as he decided whether to invest with Defendants.    

C. Defendants Try to Obtain More Investment Funds. 

31. In March 2020, despite the red flags concerning the exorbitant purported returns, 

the insurance policy, and the documentation provided by Xiperias, Shah and Parekh continued to 

solicit investors to make similar investments with them.  On March 26, 2020, Shah and Parekh 

approached the Namah Investor with an additional opportunity to invest funds with them.  The 

Namah Investor decided to wait until he could see how his first investment performed and did not 

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invest any additional funds with Defendants.  On March 31, 2020, Shah and Parekh also 

approached another potential investor, who was an acquaintance of the Namah Investor, with a 

similar investment opportunity that promised annual returns of 24 percent for a $250,000 

investment or 28 percent for a $1 million investment, with Shah stating that the “Principal and 

Return both are Guaranteed by us.”  The potential investor ultimately did not invest with 

Defendants.   

D. Defendants Did Not Pay Any Returns or Refund the Namah Investor’s Principal.   

32. From March 2020, through at least September 2024, Shah and Parekh repeatedly 

emailed Xiperias to request the payments that Xiperias had promised.  However, Defendants did 

not receive any payments from Xiperias.  And Defendants, in turn, did not make any of the 

promised quarterly payments to the Namah Investor.  After more than a year had passed, the 

Namah Investor complained about the lack of any payments.  On August 4, 2021, Shah and Parekh 

made one payment to the Namah Investor of $45,000.  As of December 2024, Defendants had not 

made any other payments or refunded the $1.5 million principal to the Namah Investor. 

FIRST CLAIM FOR RELIEF 

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

33. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 32. 

34. Defendants, by engaging in the conduct described above, directly or indirectly, in 

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate 

commerce, or of the mails, with scienter: 

a. Employed devices, schemes, or artifices to defraud; 

b. Made untrue statements of material facts or omitted to state material facts 

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

circumstances under which they were made, not misleading; and 

c. Engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons, including purchasers of 

securities. 

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35. By reason of the foregoing, Defendants violated, and unless restrained and enjoined 

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

thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a) of the Securities Act 

36. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 32. 

37. Defendants, by engaging in the conduct described above, directly or indirectly, in 

the offer or sale of securities, by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails:  

a. with scienter, employed devices, schemes, or artifices to defraud;  

b. obtained money or property by means of untrue statements of material fact 

or by omitting to state a material fact necessary in order to make the 

statements made, in light of the circumstances under which they were 

made, not misleading; and  

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

would operate as a fraud or deceit upon purchasers.  

38. By reason of the foregoing, Defendants violated, and unless restrained and enjoined 

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

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Permanently enjoin Defendants from directly or indirectly violating Section 10(b) of the 

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

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

II. 

Permanently enjoin Defendants from directly or indirectly, including, but not limited to, 

through any entity controlled by them, participating in the issuance, purchase, offer, or sale of any 

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security, provided however, that such injunctions shall not prevent Defendant Shah and Defendant 

Parekh from purchasing or selling securities for their own accounts, pursuant to Section 20(b) of 

the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 

U.S.C. §§ 78u(d)(1) and 78u(d)(5)]. 

III. 

Issue an order requiring Defendants to disgorge all ill-gotten gains received as a result of 

their unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5), 

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

IV. 

Issue an order requiring Defendants to pay civil monetary penalties pursuant to Section 

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

§ 78u(d)]. 

V. 

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

Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees 

that may be entered, or to entertain any suitable application or motion for additional relief within 

the jurisdiction of this Court. 

VI. 

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

necessary. 

 
 
Dated:  February 18, 2025   Respectfully submitted, 
 

   /s/ Silvana A. Quintanilla           
Silvana A. Quintanilla 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

 

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