SEC v. ECAREER HOLDINGS, INC.; ECAREER, INC.; JOSEPH J. AZZATA; DEAN A. ESPOSITO; JOSEPH DEVITO; and FREDERICK J. BIRKS, No. 9:15-CV-80446-JIC, Southern District of Florida (Apr. 16, 2015) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT
OF FLORIDA
CASE NO.
SECURITIES AND EXCHANGE COMMISSION,
APR 0 7 2015
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CLYFK U. ~; 0131 CT.
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Plaintiff,
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~15-80446
v.
ECAREER HOLDINGS, INC., ECAREER, INC.,
JOSEPH J. AZZATA, DEAN A. ESPOSITO,
JOSEPH DEVITO, and FREDERICK J. BIRKS,
Defendants,
VIPER ASSET MANAGEMENT, LLC,
ESPO CONSULTING, LLC,
DJC CONSULTING, LLC,
J  & D MARKETING, LLC,
GRYPHON ASSET MANAGEMENT, LLC, and
CARLA AZZATA,
Relief Defendants.
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COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff Securities and Exchange Commission ("Commission") alleges as follows:
I. INTRODUCTION
1. The Commission files this emergency action to stop an ongoing fraud that has
operated from at least August
201 0 through the present, which defrauded more than 400
investors out
of more than $11 million and continues to defraud new and existing investors.
Defendants eCareer Holdings, Inc., eCareer, Inc. (collectively, "eCareer") and its CEO,
Defendant Joseph
J. Azzata, employed Relief Defendant Viper Asset Management, LLC to
operate a boiler room, directed by three recidivists, Defendants Dean
A. Esposito, Joseph DeVito
and Frederick J. Birks who have, among other things, been barred from acting as brokers or

dealers. The Defendants used the boiler room to cold call investors, a  number of whom are
senior citizens, to invest in a fraudulent offering and sale
of unregistered eCareer shares.
2. To swindle more than $11 million from investors, Defendants eCareer Holdings,
eCareer, Inc., Azzata, Esposito,
De Vito and Birks (collectively "Defendants") carried out a
fraudulent scheme, Defendants Esposito, DeVito and Birks violated prior Orders prohibiting
them from selling a penny stock and acting as a  broker or dealer, Defendants eCareer Holdings
and Azzata made false filings with the Commission, the Defendants sold unregistered shares, and
they made a series
of material misrepresentations and omissions.
3. First, they falsely represented that eCareer, a  start-up company, would become
profitable by using investors' proceeds as working capital to develop its online job staffing
business. Instead
of using the funds as working capital, Defendants, among other things, paid
exorbitant fees to sales agents in excess
of approximately 30% of the amount raised, or
approximately $3.5 million. These undisclosed fees made the Defendants' claims that investors
would profit from their investments false and misleading as a  large percentage
of investors'
proceeds were being diverted from the company's working capital. Additionally, these
unwarranted fees were hidden from investors
as they far exceeded the much lower amounts
represented to investors.
4. Second, Azzata misappropriated at least $650,000 of investors' proceeds to pay
for personal expenses such as motorsports, retail merchants, and family private school tuition.
Once again, these unwarranted diversions from eCareer' s  working capital made the claims that
investors would profit from the company's use
of their investments as working capital false and
misleading.
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5. Third, the Defendants falsely claimed that they were selling the restricted shares
only to accredited or sophisticated investors, while in reality a  number
of the investors they
targeted (and sold restricted shares to) were unaccredited and unsophisticated.
6. Fourth, Esposito, DeVito and Birks offered and sold eCareer's penny stock to
investors while concealing their significant disciplinary histories, which included, among other
things, broker-dealer association and penny stock bars, which prohibited them from, among other
things, offering and selling eCareer's penny stock.
7. Fifth, after the company's reverse merger in 2013, in eCareer's quarterly and
annual filings, eCareer and Azzata made further misrepresentations by mischaracterizing the true
nature
of the exorbitant fees paid to the sales agents. eCareer's filings also falsely claim that
funds raised through the unregistered offering were used for working capital purposes and that
sales were only made to sophisticated or accredited investors, while also concealing Azzata' s
misappropriation
of more than $650,000 in investor proceeds.
8. During the Commission's investigation conducted prior to filing this Complaint,
Azzata, Esposito, DeVito and Birks asserted their Fifth Amendment privilege against self­
incrimination to nearly every question asked by the Commission on these issues.
9. Through their fraudulent conduct the Defendants and Relief Defendants Viper
Asset Management, LLC, Espo Consulting, LLC, DJC Consulting, J
& D Marketing, LLC,
Gryphon Asset Management, LLC and Carla Azzata (collectively, "Relief Defendants") received
millions
of dollars of investors' proceeds. In addition, through this misconduct: (a) Defendants
eCareer Holdings, eCareer, Inc., Azzata, Esposito, DeVito and Birks violated Sections 5(a), 5(c)
and 17(a)
of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities
Exchange Act
of 1934 ("Exchange Act") and Rule 1 Ob-5 thereunder; (b) Defendant eCareer
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Holdings violated Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13
thereunder; (c) Defendants Esposito, DeVito and Birks violated Section 15(a)
of the Exchange
Act; and (d) Defendant Azzata: (i) violated Exchange Act Rule 13a-14, (ii) aided and abetted
eCareer's violations
of Section 17(a) of the Securities Act, (iii) aided and abetted eCareer's
violations
of Sections 10(b) and 13(a) and ofthe Exchange Act, and Rules 10b-5, 12b-20, 13a-1,
and 13a-13 thereunder, (iv) aided and abetted violations
of Section 15( a) of the Exchange Act by
Defendants Esposito, DeVito and Birks, and (v) as a control person violated Section 20(a)
of the
Exchange Act for eCareer's violations
of Sections 10(b) and 13(a) of the Exchange Act, and
Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder. Unless restrained and enjoined, the
Defendants are reasonably likely to engage in future violations
of the federal securities laws.
II. DEFENDANTS
& RELIEF DEFENDANTS
A. Defendants
10. eCareer Holdings IS a Boca Raton, Florida-based company, originally
incorporated in Nevada in March 2005 as Barossa Coffee Company, Inc. On August 30, 2012,
Barossa acquired the outstanding shares
of eCareer, Inc., a  private entity, then Barossa changed
its name to eCareer Holdings, Inc. The merger was completed on April 11, 2013 and eCareer
Holdings started filing periodic reports with the Commission. eCareer Holdings is  a penny stock
company that trades on the OTCBB with the ticker symbol ECHI. The company purports. to be
an online staffing business  operated by Azzata. The company almost entirely relies on private
stock offerings to fund its operations.
11. eCareer, Inc. is  a Boca Raton, Florida corporation, incorporated in 2009 and is  a
wholly-owned subsidiary
of eCareer Holdings. Azzata was the Chief Executive Officer of
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eCareer, Inc. While he was CEO, eCareer, Inc. offered securities through Private Placement
Memoranda that were purportedly only offered
to accredited investors.
12. Azzata, age 55, is  the controlling shareholder, Chief Executive Officer, and
Chairman
of the Board of eCareer Holdings. He was a registered representative associated with
various registered broker-dealers from 1994 to 2004, including several boiler rooms. He has
been the subject
of FINRA and state disciplinary actions in 2002 and 2006. When the
Commission took Azzata's testimony during its investigation, he asserted his Fifth Amendment
privilege against self-incrimination to nearly all substantive questions regarding this matter.
13. Esposito, age 46, was the president and managing member of Viper and a director
eCareer. eCareer's corporate filings with the State
of Florida Division of Corporations disclose
that Esposito served as a director
of eCareer from December 2010 through at least May 2011 (the
amendment removing Esposito is not dated until February 2013.) Esposito was a  registered
representative associated with numerous registered broker-dealers from
1991 to 2004. The
Commission has previously filed two actions against him,
SEC v. Dean A. Esposito, et al., Case
No. 8-80130-CIV (S.D. Fla., Feb.
7, 2008) and In the Matter of Dean A. Esposito, Exchange Act
Release No. 63863, Administrative Proceeding File No. 3-14241 (Feb. 7, 2011). As a result
of
the Commission's actions, Esposito has been permanently enjoined and barred from participating
in any offering
of a  penny stock and from associating with any broker or dealer. He is not
registered with the Commission in any capacity. When the Commission took Esposito's
testimony during its investigation, he asserted his Fifth Amendment privilege against self­
incrimination to nearly all substantive questions regarding this matter.
14. DeVito, age 39, was a  managing member of Viper and director of eCareer.
eCareer' s  corporate filings with the State
of Florida Division of Corporations disclose that
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DeVito served as a  director of eCareer from December 2010 through at least May 2011 (the
amendment removing DeVito is not dated until February 2013). DeVito was formerly associated
with various registered broker-dealers. The Commission has previously filed two actions against
DeVito,
SEC v. Joseph DeVito, et al., Case No. 8-80130-CIV (S.D. Fla., Feb. 7, 2008) and In the
Matter
of Joseph DeVito, Exchange Act Release No. 63864, Administrative Proceeding File No.
3-14242 (Feb. 7, 2011). As a result
of the Commission's actions, DeVito has been enjoined and
barred from participating in any offering
of a  penny stock (from August 2010 through February
2012) and from associating with any broker or dealer. He is not registered with the Commission
in any capacity. When the Commission took DeVito's testimony during its investigation, he
asserted his Fifth Amendment privilege against self-incrimination to nearly all substantive
questions regarding this matter.
15.
Birks, age 43, was a  sales agent and director of Viper and distributed a  business
card that described him as a director
of eCareer. Birks was a registered representative associated
with numerous registered broker-dealers from 1993 to 2005, including former boiler rooms. The
Commission has previously filed two actions against Birks,
SEC v. Frederick J Birks, Case No.
8-80130-CIV (S.D. Fla., Feb. 7, 2008) and
In the Matter of Frederick J Birks, Exchange Act
Release No. 63862, Administrative Proceeding File No. 3-14240 (Feb. 7, 2011). As a  result
of
the Commission's actions, Birks has been permanently enjoined and barred from participating in
any offering of a  penny stock and from associating with any broker or dealer. He is not
registered with the Commission in any capacity. When the Commission took Birk's testimony
during its investigation, he asserted his Fifth Amendment privilege against self-incrimination to
nearly all substantive questions regarding this matter.
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B. Relief Defendants
16. Viper was a  Florida corporation formed m 2010 with its principal place of
business in Boca Raton, Florida. Viper operated as a boiler room and its activities were directed
by barred recidivists Esposito, DeVito, and Birks. In October 2014, Esposito, Viper's president
and managing member, voluntarily dissolved the entity. Viper has never been registered with the
Commission in any capacity. Without any legitimate basis, Viper received investors' proceeds
emanating from the Defendants' securities fraud.
17.
Espo Consulting is a  Florida limited liability company formed in 2009 with its
principal place of business in Boca Raton, Florida. Esposito is its managing member. Esposito
received transaction-based compensation through Espo Consulting for sales of eCareer' s  stock.
Espo Consulting has never been registered with the Commission in any capacity. Without any
legitimate basis, Espo Consulting received investors' proceeds emanating from the Defendants'
securities fraud.
18. J & D Marketing is  a  Florida limited liability company formed in 2009 with its
principal place of business in Boca Raton, Florida. DeVito is its sole officer, director and
managing member, and he received transaction-based compensation through J
& D Marketing
for sales
of eCareer' s stock. J & D Marketing has never been registered with the Commission in
any capacity. Without any legitimate basis, J
& D Marketing received investors' proceeds
emanating from the Defendants' securities fraud.
19.
DJC Consulting is a  Florida limited liability company formed in 2008 that had
its principal place
of business in Boca Raton, Florida. Esposito and De Vito were its managing
members, and it was administratively dissolved in 2009 for failure to file annual reports.
Esposito and DeVito each received transaction-based compensation through DJC Consulting for
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sales of eCareer stock. DJC Consulting has never been registered with the Commission in any
capacity. Without any legitimate basis, DJC Consulting received investors' proceeds emanating
from the Defendants' securities fraud.
20.
Gryphon Asset Management is a  Florida limited liability company formed in
2004 with its principal place
of business in Orlando, Florida. Birks is its sole officer, director
and managing member. Birks received transaction-based compensation through this entity for
sales
of eCareer stock. Gryphon Asset Management has never been registered with the
Commission in any capacity. Without any legitimate basis, Gryphon Asset Management
received investors' proceeds emanating from the Defendants' securities fraud.
21.
Carla Azzata, 46, is  Azzata' s wife. She received payments from eCareer but has
not provided any services to it. Carla Azzata has never been registered with the Commission in
any capacity. Without any legitimate basis, she received investors' proceeds emanating from the
Defendants' securities fraud.
III. JURISDICTION AND VENUE
22. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and
22(a)
of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d) and 77v(a); and Sections 21(d), 21(e),
and 27(a)
ofthe Exchange Act, 15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a).
23. This Court has personal jurisdiction over the Defendants and Relief Defendants
and venue is proper in the Southern District
of Florida because many of the acts and transactions
constituting the violations alleged in this complaint occurred in this District. Moreover, Azzata,
Carla Azzata, and Esposito reside in the Southern District
of Florida and eCareer and Viper had
their principal offices in this District which the individual Defendants worked from.
Furthermore, during the period
of the misconduct Birks resided in the District.
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24. In connection with the conduct alleged in the complaint, Defendants and Relief
Defendants, directly or indirectly, singly or in concert with others, made use
of the means or
instrumentalities
of interstate commerce or the mails.
IV. BACKGROUND OF ECAREER AND ITS RELATIONSHIP WITH VIPER
25. Azzata founded eCareer in 2009 and serves as its CEO and director. He also
controls and has signatory power over its bank accounts and signed its corporate filings.
26. From approximately December 2010 until their resignations, Esposito and DeVito
served as directors
of eCareer and principals of Viper.
27. Prior to their association with eCareer, Azzata, Esposito, DeVito and Birks had
been associated with Medical Connections, Inc., an entity that also purported to provide online
staffing resources. In 2010, the Alabama Securities Commission entered a  cease-and-desist
order against Medical Connections Holdings, Inc. for the sale
of unregistered securities. In the
Matter
of Medical Connections Holdings, Inc., eta(, Alabama Admin. Order No. CD-2010-
0062, Cease and Desist Order, December 25, 2010. Soon thereafter, eCareer began operating
from Medical Connections' same office address in Boca Raton.
28. Starting in approximately August 2010, eCareer engaged Viper to sell
unregistered, restricted shares
of its stock. Viper and its sales agents conducted the  majority of
investor solicitations. In general, after Viper and its sales agents convinced investors to invest,
investors completed the sales transaction by sending their investments to eCareer for the issuance
of unregistered, restricted shares. In tum, eCareer sent funds via check or wire to Viper and its
sales agents to pay sales fees.
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A. Filings with the Commission
29. In 2013, after eCareer completed a reverse merger with a Nevada shell company,
Barossa Coffee Company, eCareer began filing periodic reports with the Commission. At the
time
of closing the reverse merger, eCareer Holdings' board of directors consisted of Azzata and
one other individual and the Board appointed Azzata the company's chief executive officer.
30. In its first annual report on Form 1 0-K filed after the reverse merger (for the fiscal
year ending June 30, 2013), eCareer and Azzata disclosed that Azzata was the company's CEO
and Chairman
of the Board and had voting control over the company. The filing further
disclosed that the company had revenue
of just $9,092 for the fiscal year ending in June 2013
and that it was subject to a  going concern qualification. Moreover, the 2013 Form 10-K
purportedly disclosed the amount
of compensation that Azzata received. On October 4, 2013,
Azzata executed the company's 2013 Form 10-K as its CEO and Chairman
of the Board and
certified the accuracy
of this filing pursuant to the Sarbanes-Oxley Act of2002.
31. In its first quarter
of fiscal year 2014 report filed on Form 10-Q (for the quarter
ending September 30, 2013), the company and Azzata disclosed that eCareer was selling
unregistered shares. On November
14, 2013, Azzata executed this filing as the CEO and
certified the accuracy
of this filing pursuant to the Sarbanes-Oxley Act. The first quarter 2014
Form 10-Q claimed that all sales
of the unregistered shares were to sophisticated or accredited
investors, no shares were sold in the form
of a general solicitation, and all funds raised were used
for working capital.
32. In its second quarter
of fiscal year 2014 report filed on Form 10-Q (for the quarter
ending December 31, 2013 ), the company and Azzata made similar disclosers about eCareer
selling unregistered shares. On February
14, 2014, Azzata executed this filing as the CEO and
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certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The second quarter 2014
Form 10-Q claimed that all sales
of the unregistered shares were to sophisticated or accredited
investors, no shares were sold in the form
of a general solicitation, and all funds raised were used
for working capital.
33. In its third quarter
of fiscal year 2014  report filed on Form 10-Q (for the quarter
ending March 30, 2014), the company and Azzata made similar disclosers about eCareer's sales
of unregistered shares. On May 15, 2014, Azzata executed this filing as the CEO and certified
the accuracy
of this filing pursuant to the Sarbanes-Oxley Act. The third quarter 2014 Form 10-
Q claimed that all sales
of the unregistered  shares were to sophisticated or accredited investors,
no shares were sold in the form
of a  general solicitation, and all funds raised were used for
working capital.
34. In its 2014  annual report filed on Form 10-K (for the fiscal year ending June 30,
2014), eCareer and Azzata disclosed that Azzata was the company's CEO, Chairman
of the
Board, and Principal Financial Officer, and had voting control over the company. The company
further disclosed that it  had revenue
of just $70,116 for the fiscal year ending in June 2014 and
that it was subject to a going concern qualification. Moreover, the Form 2014 10-K purportedly
disclosed the amount
of compensation that Azzata received. On September 29, 2014, Azzata
executed the company's 2014 Form 10-K as its CEO, Chairman
of the Board and Principal
Financial Officer and certified the accuracy
of this filing pursuant to the Sarbanes-Oxley Act.
35. In its first quarter
of fiscal year 2015 report on Form 10-Q (for the quarter ending
September 30, 2014), the company and Azzata made similar disclosers about eCareer's sales
of
unregistered shares. On November 14, 2014, Azzata executed this filing as the CEO and
certified the accuracy
of this filing pursuant to the Sarbanes-Oxley Act. The first quarter 2015
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Form 1 0-Q claimed that all sales of the umegistered shares were to sophisticated or accredited
investors, no shares were sold in the form
of a general solicitation, and all funds raised were used
for working capital.
36. In its second quarter
of fiscal year 2015 report filed on Form 10-Q (for the quarter
ending December 31, 2014
), the company and Azzata made similar disclosers about eCareer
continuing to sell umegistered shares. On February
13, 2015, Azzata executed this filing as the
CEO and certified the accuracy
of this filing pursuant to the Sarbanes-Oxley Act. The second
quarter Form 2015 10-Q claimed that all sales
ofthe umegistered shares were to sophisticated or
accredited investors, no shares were sold in the form
of a general solicitation, and all funds raised
were used for working capital.
V. SCHEME TO DEFRAUD ECAREER INVESTORS
37. Azzata, on behalf of eCareer, hired Viper, Esposito, DeVito, Birks and their
companies to raise capital by selling eCareer stock. Viper's offices were located in the same
Boca Raton building as eCareer. Notably, Azzata's eCareer office was physically located within
Viper's office suite, and next to Esposito, DeVito and Birks' offices. Viper and its principals
operated a  phone room and hired and supervised sales agents to solicit investors to purchase
umegistered shares
of eCareer.
38. Esposito, DeVito, and Birks could not participate in the offering
of a penny stock
or were prohibited from earning transaction-based compensation from the sale
of eCareer's
stock, since they had been barred from acting
as a  broker or dealer or participating in any
offering
of a penny stock. In an attempt to get around these prohibitions and to disguise the true
nature
of the compensation they would receive from selling eCareer' s  stock, Esposito, De Vito,
and Birks and their companies entered into Advisory Agreements with eCareer (many signed by
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Azzata) that attempted to categorize the compensation they would receive as an advisory fee.
These advisory agreements also provided for a  finder's fee of 1 0% of the dollar amount of the
securities purchased by accredited investors (plus a  3% expense allowance)
if the advisor
introduced to the company a prospective accredited investor. Moreover, the advisory agreements
provided that Esposito, De Vito, and Birks and their companies would assist eCareer in preparing
a  business plan and Private Placement  Memorandum ("PPM") for submission to prospective
investors.
39. However in reality, and in direct contravention
of the Orders prohibiting them
from once again engaging in this type
of misconduct, Esposito, De Vito, Birks and their entities
received transaction-based compensation or sales commissions from eCareer for the sale
of its
securities. Viper invoices attempt to conceal the true nature
of these payments by describing the
transaction-based or sales commissions
as "finder's fees" for each customer of 13%, in addition
to "advisory fees" and "consulting fees," together totaling a  fee
of about 30% of the amount
raised from investors.
40. Moreover, eCareer sold stock to non-accredited investors, so finder's fees were
not available on these transactions.  Furthermore, the extensive involvement
of Esposito, DeVito,
and Birks in these sales transactions went far beyond merely acting as finders.
In reality, they
solicited and sold shares to investors and acted as the primary,
if not exclusive, interface between
eCareer and its investors.
41. Notably, all the individual defendants asserted their Fifth Amendment privilege
when questioned about the services Viper, Esposito, DeVito or Birks provided to eCareer
(including the solicitation
of investors) and the fees they received.
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42. Additionally, the PPMs that Azzata issued on eCareer's behalf, and that Esposito,
De Vito, and Birks helped prepare are replete with falsehoods. Typical versions
of the eCareer
PPMs represented, among other things, that eCareer: (a) may retain the services
of licensed
broker/dealers who eCareer will pay commissions that will not exceed 10%
of the proceeds
raised by the broker/dealer; (b) may use finders who eCareer will pay a fee not to exceed 10%
of
gross proceeds; (c) will not pay commissions to any officers or directors who sell securities; and
(d) will only offer securities to accredited investors. These material representations were false
since, among other reasons: (a) eCareer used unlicensed brokers and paid commissions that
exceeded 10%
of the amount raised from investors; (b) eCareer paid fees to finders in excessive
of 1 0% and they did not pay legitimate finders' fees; (c) eCareer paid commissions to officers or
directors who sold securities; and (d) the Defendants offered and sold securities to unaccredited
investors.
A. The Fraudulent Offer and Sale of eCareer Stock
43. Viper's sales agents, including Defendants Esposito, DeVito, and Birks,
as well as
agents employed directly by eCareer, made cold calls to solicit potential investors, many of
whom were elderly and unsophisticated and unaccredited. Viper offered investors restricted
shares
of eCareer stock, at prices between $0.10 and a $1 per share, telling investors they could
sell the stock for a considerable profit. Viper sales agents told investors that eCareer would use
their funds for business development, including the development
of a website called
"openreq.com" and that eCareer would make money selling job advertisements and job
placement packages to companies in the medical field and other industries. De Vito, Esposito
and Birks also told investors that sales fees were minimal or did not discuss fees at all and did
not inform investors that DeVito, Esposito and Birks were barred from the securities industry.
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44. eCareer also offered prospective investors tours of their office in Florida where
Viper and eCareer company representatives, including Esposito, De Vito, Birks, and Azzata, gave
investor presentations. Several individuals invested after attending eCareer seminars in New
York and New Jersey, at which Esposito, DeVito, Birks and Azzata solicited investments and
directly met with prospective investors.
45. Investors nationwide since at least August 20 I
0, were solicited by Azzata,
Esposito, De Vito and Birks. Some investors knew Azzata from his prior affiliation with Medical
Connections and expected to recoup their prior investment funds. Many investors were
unsophisticated, passive investors who relied on their sales agents (principally Esposito, DeVito
and Birks) for updates on eCareer' s business. In addition, Azzata provided updates to investors.
46. Esposito, DeVito, Birks and Azzata touted eCareer as a profitable investment that
was raising investor funds to develop and grow its online medical staffing business. De Vito also
told investors that eCareer stock was a  good value and would likely rise in price
to $6 to $8 a
share, with comparable companies trading at $12 per share. In addition, Birks told another
investor in approximately November 2012, that
he was confident eCareer's stock would double
within four to six months, and in approximately December 2012 he told another investor the
stock would increase up to $30 a share.
47. Esposito, DeVito, Birks and Azzata, along with other sales agents, sent news
articles to investors touting eCareer' s  success, its internet presence and business awards. The
sales agents told investors that eCareer would use their funds for eCareer' s  working capital,
business development, expansion and marketing its job placement services.
48. After Viper sales agents, and other sales agents, contacted investors via cold calls
or during eCareer and Azzata's in-person seminars or meetings, Azzata, Esposito, DeVito, Birks
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and sales agents sent PPMs and marketing materials to potential investors (via emails, FedEx and
in-person) that touted eCareer's success and its potential in the online staffing industry.
Investors received eCareer PPMs and stock purchase agreements, which typically included a
cover letter signed by Azzata.
B. Material Misrepresentations and Omissions to eCareer Investors
1. Undisclosed
Exorbitant Sales Fees and Misrepresentations About the
Use
of Investors' Proceeds
49. Azzata, Esposito, DeVito and Birks made material misrepresentations and
omissions to investors who they solicited to purchase eCareer stock through cold-calls,
roadshows, and in-person meetings. Among these material misrepresentations, Azzata, Esposito,
De Vito and Birks falsely told investors that purchasing eCareer shares was a  good investment
and investor funds would be used for eCareer' s business development and working capital when,
in reality, eCareer paid fees
of approximately 30% to its sales agents. Azzata also materially
omitted  that
he had misappropriated investor funds for lavish personal expenses. Esposito,
De Vito and Birks would, if they mentioned sales fees at all, falsely tell prospective investors that
sales fees would be minimal or not exceed 1 0%
of investors' funds, and they distributed multiple
versions
of eCareer' s  PPMs to investors that falsely stated fees to licensed brokers or dealers
would not exceed 10%
of investors' funds, when they knew that eCareer paid much higher sales
fees and they knew they could not receive broker or dealer fees, since they had been prohibited
from acting as a broker or dealer.
2. eCareer Used Unregistered Brokers and Dealers, Concealed Brokers'
Prior Disciplinary History, Industry and Penny Stock Bars
50. Esposito, DeVito and Birks had been barred from participating in penny stock
offerings and from the securities industry, yet they each distributed PPMs that stated that
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commissions would only be paid to licensed broker-dealers. Hence, they knew that they could
not receive fees since they were not licensed.
51. Furthermore, Esposito, De Vito and Birks solicited investors to purchase eCareer
penny stock, representing they were offering the investments on behalf
of eCareer, while
knowing: they had prior disciplinary history, had been previously barred from association with
any broker or dealer and were subject to district court orders barring them from participation in
penny stock offerings. Nonetheless, they did not disclose this negative and material information
to investors. Moreover, eCareer and Azzata omitted to disclose that Esposito, De Vito and Birks
were barred by the Commission from association with any broker or dealer or from engaging in
penny stock offerings.
3. eCareer Targeted Unaccredited and Unsophisticated Investors
52. eCareer's PPMs (and as discussed below, the company's periodic filings) also
materially misrepresented that sales
of restricted shares would only be made to accredited or
sophisticated investors. Azzata, Esposito, De Vito and Birks offered and sold eCareer shares
to at
least  several unaccredited and unsophisticated investors. In addition, they targeted senior
citizens, especially older senior citizens, as at least
38 of the investors in the fraudulent,
unregistered offering were ages 80 or older and at least 20 were over 85 years old.
4. The Defendants Misappropriated Investor Proceeds
53. Contrary to the Defendants' representations made to investors: (1) approximately
$3.5 million, or 30%
of investor funds was paid as sales fees, including to Viper and former
eCareer directors Esposito and DeVito; and (2) Azzata and his family misappropriated
approximately $650,000
of investor proceeds, including $47,000 in ATM cash withdrawals,
$135,000 for motorsports related expenditures, $88,000 to Carla Azzata, $175,000 in American
17

Express charges by Carla Azzata, $25,000 in school tuition for Azzata's children, and over
$59,000 at various retail merchants.
5. Materially False Statements in eCareer's Periodic Filings
54. eCareer and Azzata materially misrepresented key information about the
company's directors, their compensation, and omitted to state material facts in its quarterly and
annual filings with the Commission.
55. In its Forms 10-K for the years ending June 30, 2013 and 2014, eCareer and
Azzata failed to disclose the true nature
of Azzata' s compensation and that he had
misappropriated more than $650,000
of investors' proceeds. Moreover, they also misrepresented
that payments to third-parties were for "finder," consultant and advisor services. In reality,
eCareer was paying Viper, Esposito, De Vito, Birks and their consulting companies for selling
unregistered eCareer securities.
56. In its Forms 10-Q made during fiscal years 2014 and 2015, eCareer and Azzata
further misrepresented material information about its unregistered sales
of equity securities and
use
of proceeds. Those filings falsely state that: (1) funds raised were being used for working
capital purposes; (2) sales were made to sophisticated or accredited investors; and (3) the
company did not sell securities by any form
of general solicitation or general advertising. As
further discussed above, these statements are false and misleading.
C. The Continuing Offer and Sale of eCareer's Stock
57. eCareer continues to solicit investors to purchase its unregistered stock and
receive investor proceeds. For example, from March 2-16, 2015, eCareer deposited checks from
8  investors totaling $21,000 to purchase unregistered eCareer shares. Even after Viper was
dissolved, eCareer has continued to solicit and take investments from investors.
18

D. Azzata Controls eCareer Holdings and eCareer, Inc.
58. Azzata controls eCareer Holdings through his stock ownership, his execution
of
the company's filings, his executive positions, and his position as Chairman of the Board. By
virtue
of his control over eCareer Holdings, Azzata also controls, eCareer, Inc., which is  eCareer
Holdings wholly-owned subsidiary. Azzata's control over these entities, allows him to control
their general affairs and the specific policies that eCareer Holdings and eCareer, Inc. have used,
and continue to use, to violate the federal securities laws.
E. Defendants and Relief Defendants Received Investors' Funds
59. Without any legitimate basis, each
of the Defendants and Relief Defendants
received investors' proceeds emanating from the Defendants' securities fraud.
60. From August 2010 through the present, eCareer has raised approximately
$11
million from more than 400 investors who invested in eCareer' s stock or warrants.
61. From the investors' proceeds, approximately 30% or $3.5 million has been paid
out in what were in reality transaction-based commissions. A few examples: (1) more than
$900,000
of investors' proceeds was paid to J & D Marketing, which is controlled by DeVito; (2)
more than $880,000
of investors' proceeds was paid to Espo Consulting, which is controlled by
Esposito; (3) more than $270,000
of investors' proceeds was paid to Gryphon Asset
Management, which is controlled by Birks; (4) $30,000
of investors' proceeds was paid to DJC
Consulting, which is controlled by Esposito and DeVito; (5) $28,000 of investors' proceeds was
paid directly to Esposito; (6) $28,000
of investors' proceeds was paid directly to DeVito; (6)
$8,000
of investors' proceeds was paid directly to Birks; and (7) approximately $400,000 of
investors' proceeds was paid directly to Viper (Viper also paid in the aggregate from this and
19

other securities solicitations hundreds of thousands of dollars to Gryphon Asset Management, J
& D Marketing, Espo Consulting, DJC Consulting, Birks, DeVito, and Esposito).
62. From the investors' proceeds, at least $650,000 was misappropriated by Azzata.
A few examples: (1) $88,000
of investors' proceeds was paid directly to Carla Azzata, Azzata's
wife, who did not work for or provide any services for eCareer and was otherwise not entitled to
receive any funds from eCareer; (2) $25,000 of investors' proceeds was paid for his children's
tuition; (3) approximately $47,000
of investors' funds were dissipated through ATM
withdrawals; (4) approximately $135,000
of investors' proceeds was spent on motorsports
related expenditures; (5) approximately $175,000
of investors' proceeds was spent on American
Express charges by Carla Azzata for personal expenses such as gym membership fees, pet food
and services, retail merchants (such as Macy's, Bloomingdales, Nordstrom and Target), home
goods, medical and dental services, restaurants and dining, groceries, utilities, insurance, and
travel and entertainment; and (6) at least $50,000
of investors' proceeds was spent at various
retail merchants and on airfare, a cruise and travel expenses.
V. CLAIMS FOR RELIEF
COUNT I
FRAUD IN VIOLATION OF
SECTION 17(a)(l) OF THE SECURITIES ACT
(Against All Defendants)
63. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as if fully set forth herein.
64. Beginning no later than August 2010, the Defendants, directly and indirectly, by
use
of the means or instruments of transportation or communication in interstate commerce and
by use
of the mails, in the offer or sale of securities, knowingly, willfully or recklessly employed
devices, schemes or artifices to defraud.
20

65. By reason of the foregoing, the Defendants directly and indirectly violated, and
unless enjoined, are reasonably likely to continue to violate, Section 17(a)(1)
of the Securities
Act,
15 U.S.C. § 77q(a)(l).
COUNT II
FRAUD IN VIOLATION OF SECTION 17(a)(2) OF THE SECURITIES ACT
(Against All Defendants)
66. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as if fully set forth herein.
67. Beginning no later than August 2010, the Defendants, directly and indirectly, by
use
of the means or instruments of transportation or communication in interstate commerce and
by the use
of the mails, in the offer or sale of securities obtained money or property by means of
untrue statements of material facts and omissions to state material facts necessary to make the
statements made, in the light
of the circumstances under which they were made, not misleading.
68. By reason
of the foregoing, the Defendants directly and indirectly violated, and
unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2)
of the Securities
Act,
15 U.S.C. § 77q(a)(2).
COUNT III
FRAUD IN VIOLATION OF SECTION 17(a)(3) OF THE SECURITIES ACT
(Against All Defendants)
69. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as
if fully set forth herein.
70. Beginning no later than August 2010, the Defendants, directly and indirectly, by
use
of the means or instruments of transportation or communication in interstate commerce and
by the use
of the mails, in the offer or sale of securities engaged in transactions, practices and
21

courses of business which have operated as a  fraud or deceit upon purchasers and prospective
purchasers
of such securities.
71. By reason
of the foregoing, the Defendants directly and indirectly violated, and
unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3)
of the Securities
Act,
15 U.S.C. § 77q(a)(3).
COUNT IV
FRAUD IN VIOLATION OF SECTION
lO(b) AND RULE lOb-S OF THE
EXCHANGE ACT
(Against All Defendants)
72. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as
if fully set forth herein.
73. Beginning no later than August 2010, the Defendants, directly and indirectly, by
use
of the means and instrumentalities of interstate commerce, and of the mails in connection
with the purchase or sale of securities, knowingly,  willfully or recklessly: (a) employed devices,
schemes or artifices to defraud; (b) made untrue statements
of material facts and/or omitted to
state material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or (c) engaged in acts, practices and courses
of
business which operated as a fraud upon the purchasers of such securities.
74. By reason
of the foregoing, the Defendants directly and indirectly violated, and
unless enjoined, are reasonably likely to continue to violate, Section 1
O(b) of the Exchange Act,
15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240.10b-5, thereunder.
22

COUNTV
UNLAWFULLY OPERATING AS A BROKER-DEALER
WITHOUT REGISTERING WITH THE COMMISSION
IN VIOLATION OF SECTION 15(a) OF THE EXCHANGE
ACT
(Against Defendants Esposito, DeVito and Birks)
75. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as
if fully set forth herein.
76. Beginning
no later than August 2010, Defendants Esposito, DeVito, and Birks,
acted
as broker or dealers and have made use of the mails and other means or instruments of
interstate commerce to effect transactions in securities, or to induce or attempt to induce the
purchase or sale
of securities, without being associated with a  broker or dealer that was
registered with the Commission in accordance with Section 15(b)
of the Exchange Act, 15
U.S.C. § 78o(b).
77. By reason
of the foregoing, Defendants Esposito, DeVito, and Birks directly and
indirectly violated, and unless enjoined, are reasonably likely to continue to violate, Section
15(a)
ofthe Exchange Act, 15 U.S.C. § 78o(a).
COUNT VI
SALES OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS S(a) AND
5(c) OF THE SECURITIES ACT
(Against All Defendants)
78. The Commission repeats and realleges paragraphs 1 through 62 of its Complaint
as
if fully set forth herein.
79. No registration statement was filed or in effect with the Commission pursuant
to
the Securities Act with respect to the securities offerings and transactions described in this
Complaint, and no exemption from registration exists with respect to these securities and
transactions.
23

80. Beginning no later than August 2010, the Defendants, directly and indirectly: (a)
made use of the means or instruments of transportation or communication in interstate commerce
or of the mails to sell securities, through the use or medium of a  prospectus or otherwise; (b)
carried securities or causing such securities to be carried through the mails or in interstate
commerce, by any means or instruments
of transportation, for the purpose of sale or delivery
after sale;
or (c) made use of the means or instruments of transportation or communication in
interstate commerce or
of the mails to offer to sell or offer to buy through the use or medium of
any prospectus or otherwise, without a registration statement having been filed or being in effect
with the Commission as to such securities.
81.
By reason of the foregoing, the Defendants violated, and, unless enjoined, are
reasonably likely to continue to violate Sections 5(a) and 5(c)
of the Securities Act, 15 U.S.C. §§
77e(a) and 77e(c).
COUNT VII
FALSE REPORTS IN VIOLATION 13(a) OF THE EXCHANGE ACT AND RULES 12b-
20,
13a-l, AND 13a-13 THEREUNDER
(SOLELY AGAINST DEFENDANT ECAREER HOLDINGS)
82. The Commission repeats and realleges paragraphs 1 through 62 of its Complaint
as
if fully set forth herein.
83. After the company's reverse merger m 2013, Defendant eCareer Holdings
violated Section 13(a) and Rules 12b-20, 13a-1, and 13a-13
ofthe Exchange Act, failed to timely
and accurately file annual and quarterly reports with the Commission regarding, among other
things, its assets, liabilities, and related party descriptions and transactions; omitting information
necessary
to make the required information, in the light of the circumstances under which they
were made, not misleading; and by filing or causing to be filed with the Commission materially
false and misleading financial statements.
24

84. By reason of the foregoing, Defendant eCareer Holdings violated, and unless
enjoined, is reasonably likely to continue to violate Section 13(a)
of the Exchange Act, 15 U.S.C.
§ 78m(a), and Rules 12b-20, 13a-1, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-1,
and 240.13a-13.
COUNT VIII
SECTION 20(a)-CONTROL PERSON LIABILITY-LIABILITY FOR VIOLATIONS
BY ECAREER HOLDINGS AND ECAREER, INC. OF THE EXCHANGE ACT
(SOLELY AGAINST DEFENDANT AZZATA)
85. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint
as
if fully set forth herein.
86. Beginning no later than August 2010, Defendant Azzata has been, directly or
indirectly, a control person
of eCareer Holdings and eCareer, Inc. for purposes of Section 20(a)
ofthe Exchange Act, 15 U.S.C. § 78t(a).
87. After the company's reverse merger in 2013, eCareer Holdings violated Sections
lO(b) and 13(a) and Rules 10b-5, 12b-20, 13a-1, and 13a-13
ofthe Exchange Act.
88. Beginning no later than August 2010, eCareer, Inc. violated Section lO(b) and
Rule 1
Ob-5 of the Exchange Act.
89. As a  control person of eCareer Holdings and eCareer Inc., Defendant Azzata is
jointly and severally liable with and to the same extent as eCareer Holdings and eCareer Inc. for
each
of their violations of the Exchange Act.
90. By reason
of the foregoing, the Defendant Azzata, directly and indirectly violated,
and unless enjoined, is reasonably likely to continue to violate Section 20(a)
of the Exchange
Act,
15 U.S.C. § 78t(a).
25

COUNT IX
VIOLATIONS OF PRIOR ORDERS
(Against Defendants Esposito, DeVito and Birks)
91. The Commission repeats and realleges paragraphs 1 through 62 of this complaint
as
if fully restated herein.
92. On February
7, 2011, the Commission ordered Defendant Esposito to not
associate with any broker or dealer.
In the Matter of Dean A. Esposito, Exchange Act Release
No. 63863, Administrative  Proceeding File No. 3-14241. Esposito remains subject to the
Commission's broker or dealer bar.
93. On February
7, 2011, the Commission ordered Defendant DeVito to not associate
with any broker or dealer with the right to reapply after eighteen months.
In the Matter of
Joseph DeVito, Exchange Act Release No. 63864, Administrative Proceeding File No. 3-14242.
DeVito has not successfully reapplied, so he remains subject to the Commission's broker or
dealer bar.
94. On February 7, 2011, the Commission ordered Defendant Birks to not associate
with any broker or dealer.
In the Matter of Frederick J Birks, Exchange Act Release No. 63862,
Administrative Proceeding File No. 3-14240. Birks remains subject to the Commission's broker
or dealer bar.
95. On August 18, 2010, final district court judgments were entered by consent
against Esposito and Birks, enjoining them from future violations
of Section 5 of the Securities
Act and Sections 10(b) and 15(a)
of the Exchange Act and Rule 10b-5 thereunder, and
permanently barring them from participating in any penny stock offering. DeVito was enjoined
by final judgment on the same date from violating Section 5
of the Securities Act and Section
26

15(a) of the Exchange Act, and the court ordered a  time-limited, 18-month penny stock bar
(through February 2012).
96. By reason
of the foregoing, Defendants Esposito, De Vito and Birks have violated,
and unless ordered to comply will continue to violate prior orders. Accordingly, the Court
should issue an order pursuant to Section 20(
c) of the Securities Act and Section 21 (e) of the
Exchange Act commanding Defendants Esposito, De Vito and Birks to comply with the prior
Orders.
COUNT X
FALSE CERTIFICATIONS IN VIOLATION OF EXCHANGE ACT RULE 13a-14
(Solely Against Defendant Azzata)
97. The Commission repeats and realleges paragraphs 1 through 62 of this complaint
as
if fully restated herein.
98. After the company's reverse merger in 2013, Defendant Azzata in violation
of
Rule 13a-14 of the Exchange Act, directly or indirectly, as an officer or director of an issuer,
falsely certified in annual and quarterly reports that based on his knowledge, the disclosure
reports did not contain any untrue statement
of a  material fact or omit to state a  material fact
necessary in order to make the statements made, in light
of the circumstances under which such
statements were made, not misleading with respect
to the period covered by the report.
99. By reason
of the foregoing, Defendant Azzata, directly or indirectly, violated, and
unless enjoined, is  reasonably likely to continue to violate Rule 13a-14
of the Exchange Act, 17
C.F.R. § 240.13a-14.
27

COUNT XI
AIDING AND ABETTING VIOLATIONS OF SECURITIES ACT SECTION 17(a)
(Solely Against Defendant Azzata)
1 00. The Commission repeats and realleges paragraphs 1 through 62 of this complaint
as if fully restated herein.
101. Beginning no later than August 2010, Defendants eCareer Holdings or eCareer,
Inc., directly and indirectly, by use
of the means or instruments of transportation or
communication in interstate commerce and by use
of the mails, in the offer or sale of securities,
knowingly, willfully or recklessly employed devices, schemes or artifices to defraud; obtained
money or property by means
of untrue statements of material facts and omissions to state
material facts necessary to make the statements made, in the light
of the circumstances under
which they were made, not misleading; and engaged in transactions, practices and courses
of
business which have operated as a fraud or deceit upon purchasers and prospective purchasers of
such securities.
102. Beginning no later than August 2010, Azzata knowingly, willfully, or recklessly
aided and abetted violations
of Sections 17(a)(1), 17(a)(2) and 17(a)(3) ofthe Securities Act by
Defendants eCareer Holdings or eCareer, Inc. Azzata also, directly and indirectly, had a general
awareness that he was part
of an overall activity that was improper or illegal and knowingly, or
was extremely reckless in not knowing, and provided substantial assistance to violations
of
Section 17(a) of the Securities Act by Defendants eCareer Holdings and eCareer, Inc.
103. By reason
of the foregoing acts, Azzata aided and abetted and, unless enjoined, is
reasonably likely to continue to aid and abet violations of Sections 17(a)(1), 17(a)(2) and
17(a)(3)
of the Securities Act by Defendants eCareer Holdings and eCareer, Inc.
28

COUNT XII
AIDING AND ABETTING VIOLATIONS OF
lO(b}, 13(a), AND 15(a) OF THE
EXCHANGE ACT AND RULES THEREUNDER
(Solely Against Defendant Azzata)
104. The Commission repeats and realleges paragraphs 1 through 62 of this complaint
as
if fully restated herein.
105. After the company's reverse merger in 2013, eCareer Holdings violated Sections
10(b) and 13(a) and Rules 10b-5, 12b-20, 13a-1 and 13a-13
ofthe Exchange Act.
106. Beginning no later than August 2010, eCareer, Inc. violated Section 10(b) and
Rule 10b-5
ofthe Exchange Act.
107. Beginning no later than August 2010, Defendants Esposito, DeVito, and Birks,
acted
as brokers or dealers  and made use of the mails and other means or instruments of
interstate commerce to effect transactions in securities, or to induce or attempt to induce the
purchase or sale
of securities, without being associated with a  broker or dealer that was
registered with the Commission in accordance with Section 15(b)
of the Exchange Act, 15
U.S.C. § 78o(b).
108. Beginning no later than August 2010, Azzata knowingly, willfully, or recklessly
aided and abetted violations
of the Exchange Act by Defendants eCareer Holdings, eCareer, Inc.,
Esposito, DeVito, or Birks. Azzata also, directly and indirectly, had a general awareness that he
was part
of an overall activity that was improper or illegal and knowingly, or was extremely
reckless in not knowing, and provided substantial assistance to violations
of the Exchange Act by
Defendants eCareer Holdings, eCareer, Inc., Esposito, De Vito, and Birks.
29

109. By reason of the foregoing acts, Azzata aided and abetted and, unless enjoined, is
reasonably likely to continue to aid and abet violations
of the Exchange Act by Defendants
eCareer Holdings, eCareer, Inc., Esposito, DeVito, and Birks.
RELIEF REQUESTED
WHEREFORE,
the Commission respectfully requests that the Court:
I.
Declaratory Relief
Declare, determine  and find that the Defendants committed the violations of the federal
securities laws alleged in this Complaint.
II.
Temporary Restraining Order, Preliminary and Permanent Injunctive Relief
Issue a Temporary Restraining Order, a Preliminary Injunction and Permanent Injunction
restraining and enjoining: (a) Defendants eCareer Holdings, eCareer, Inc., Azzata, Esposito,
DeVito and Birks from violating Sections 5(a), 5(c) and 17(a)
ofthe Securities Act and Section
IO(b) of the Exchange Act and Rule IOb-5 thereunder; (b) Defendant eCareer Holdings from
violating Section 13(a)
of the Exchange Act and Rules 12b-20, 13a-l, and 13a-13 thereunder; (c)
Defendants Esposito, De Vito and Birks from violating Section 15(
a) of the Exchange Act; and
(d) Defendant Azzata from: (i) violating Exchange Act Rule 13a-14, (ii) aiding and abetting
eCareer's violations
of Section 17(a) of the Securities Act, (iii) aiding and abetting eCareer's
violations
of Sections lO(b) and 13(a) ofthe Exchange Act, and Rules lOb-5, 12b-20, 13a-1, and
13a-13 thereunder, (iv) aiding and abetting Defendants Esposito, De Vito and Birks violations
of
Section 15(a) of the Exchange Act, and (v) violating Section 20(a) of the Exchange Act for
30

eCareer's violations of Sections 10(b) and 13(a) of the Exchange Act, and Rules 10b-5, 12b-20,
13a-1, and 13a-13 thereunder.
III.
Disgorgement
Issue an Order directing the Defendants and Relief Defendants to disgorge all ill-gotten
profits or proceeds received from investors as a  result
of the acts and/or courses of conduct
complained
of herein, with prejudgment interest thereon.
IV.
Civil Money Penalties
Issue an Order directing the Defendants to pay civil money 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.
§ 78(d).
v.
Penny Stock Bars
Issue an Order pursuant to Section 20(g) of the Securities Act, 15 U.S.C. § 77t(g), and
Section 21(d)(6)
of the Exchange Act, 15 U.S.C. §  78u(d)(6), permanently barring Defendants
Azzata and DeVito from participating in any offering
of a penny stock.
VI.
Officer and Director Bar & Bar from Voting eCareer's Stock
Issue an Order: (a) temporarily, preliminary and permanently barring Defendant Azzata
from voting the shares
of eCareer Holdings or eCareer, Inc. he owns or controls, directly or
indirectly, and serving
as an officer or director of any public company pursuant to Section 20( e)
31

of the Securities Act, Sections 21(d)(2) and 21(d)(5) of the Exchange Act, and Section 305(b)(5)
of the Sarbanes-Oxley Act.
VII.
Accountings
Issue an Order requiring sworn accountings by the Defendants and Relief Defendants.
VIII.
Orders
Issue an order pursuant to Section 20( c) of the Securities act and Section 21 (e) of the
Exchange Act commanding Esposito, De Vito and Birks to comply with the prior Orders.
IX.
Asset Freeze
Issue an Order freezing the assets of the Defendants and Relief Defendants until further
Order
of the Court.
X.
Records Preservation and Expedited Discovery
Issue an Order requiring the Defendants and Relief Defendants to preserve any records
related to the subject matter
of this lawsuit that are in their custody, possession or subject to their
control, and to respond to discovery on an expedited basis.
XI.
Further Relief
Grant such other and further relief as may be necessary and appropriate.
32

XII.
Retention
of Jurisdiction
Further, the Commission respectfully requests that the Court retain jurisdiction over this
action in order to implement and carry out the terms
of all orders and decrees that may hereby be
entered, or to entertain any suitable application or motion by the Commission for additional relief
within the jurisdiction
of this Court.
Dated: April 7,  2015
By:
Senior Trial Counsel
Arizona BarNo. 018486
Direct Dial: (305) 982-6386
E-mail: [email protected]
Linda Schmidt
Senior Counsel
Florida Bar No. 0156337
Direct Dial: (305) 982-6315
E-mail: [email protected]
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
801 Brickell A venue, Suite 1800
Miami, Florida 33131
Telephone: (305) 982-6300
Facsimile: (305) 536-4154
33

nea~ed 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 

SECURITIES AND EXCHANGE COMMISSION, 

APR 0 7 2015 
Sl t:'vE"N i'v1 i./\f~~lt,/lCXU: 
CLYFK U. ~; 0131 CT. 
S D C'' H.P - Mlf"lvll ··--·- .. ·----..... 

Plaintiff, 

) 

~15-80446 
v. 

ECAREER HOLDINGS, INC., ECAREER, INC., 
JOSEPH J. AZZATA, DEAN A. ESPOSITO, 
JOSEPH DEVITO, and FREDERICK J. BIRKS, 

Defendants, 

VIPER ASSET MANAGEMENT, LLC, 
ESPO CONSULTING, LLC, 
DJC CONSULTING, LLC, 
J & D MARKETING, LLC, 
GRYPHON ASSET MANAGEMENT, LLC, and 
CARLA AZZATA, 

Relief Defendants. 

) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff Securities and Exchange Commission ("Commission") alleges as follows: 

I. INTRODUCTION 

1. The Commission files this emergency action to stop an ongoing fraud that has 

operated from at least August 201 0 through the present, which defrauded more than 400 

investors out of more than $11 million and continues to defraud new and existing investors. 

Defendants eCareer Holdings, Inc., eCareer, Inc. (collectively, "eCareer") and its CEO, 

Defendant Joseph J. Azzata, employed Relief Defendant Viper Asset Management, LLC to 

operate a boiler room, directed by three recidivists, Defendants Dean A. Esposito, Joseph DeVito 

and Frederick J. Birks who have, among other things, been barred from acting as brokers or 

   Case 9:15-cv-80446-JIC Document 1 Entered on FLSD Docket 04/07/2015 Page 1 of 33 



dealers. The Defendants used the boiler room to cold call investors, a number of whom are 

senior citizens, to invest in a fraudulent offering and sale of unregistered eCareer shares. 

2. To swindle more than $11 million from investors, Defendants eCareer Holdings, 

eCareer, Inc., Azzata, Esposito, De Vito and Birks (collectively "Defendants") carried out a 

fraudulent scheme, Defendants Esposito, DeVito and Birks violated prior Orders prohibiting 

them from selling a penny stock and acting as a broker or dealer, Defendants eCareer Holdings 

and Azzata made false filings with the Commission, the Defendants sold unregistered shares, and 

they made a series of material misrepresentations and omissions. 

3. First, they falsely represented that eCareer, a start-up company, would become 

profitable by using investors' proceeds as working capital to develop its online job staffing 

business. Instead of using the funds as working capital, Defendants, among other things, paid 

exorbitant fees to sales agents in excess of approximately 30% of the amount raised, or 

approximately $3.5 million. These undisclosed fees made the Defendants' claims that investors 

would profit from their investments false and misleading as a large percentage of investors' 

proceeds were being diverted from the company's working capital. Additionally, these 

unwarranted fees were hidden from investors as they far exceeded the much lower amounts 

represented to investors. 

4. Second, Azzata misappropriated at least $650,000 of investors' proceeds to pay 

for personal expenses such as motorsports, retail merchants, and family private school tuition. 

Once again, these unwarranted diversions from eCareer' s working capital made the claims that 

investors would profit from the company's use of their investments as working capital false and 

misleading. 

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5. Third, the Defendants falsely claimed that they were selling the restricted shares 

only to accredited or sophisticated investors, while in reality a number of the investors they 

targeted (and sold restricted shares to) were unaccredited and unsophisticated. 

6. Fourth, Esposito, DeVito and Birks offered and sold eCareer's penny stock to 

investors while concealing their significant disciplinary histories, which included, among other 

things, broker-dealer association and penny stock bars, which prohibited them from, among other 

things, offering and selling eCareer's penny stock. 

7. Fifth, after the company's reverse merger in 2013, in eCareer's quarterly and 

annual filings, eCareer and Azzata made further misrepresentations by mischaracterizing the true 

nature of the exorbitant fees paid to the sales agents. eCareer's filings also falsely claim that 

funds raised through the unregistered offering were used for working capital purposes and that 

sales were only made to sophisticated or accredited investors, while also concealing Azzata' s 

misappropriation of more than $650,000 in investor proceeds. 

8. During the Commission's investigation conducted prior to filing this Complaint, 

Azzata, Esposito, DeVito and Birks asserted their Fifth Amendment privilege against self­

incrimination to nearly every question asked by the Commission on these issues. 

9. Through their fraudulent conduct the Defendants and Relief Defendants Viper 

Asset Management, LLC, Espo Consulting, LLC, DJC Consulting, J & D Marketing, LLC, 

Gryphon Asset Management, LLC and Carla Azzata (collectively, "Relief Defendants") received 

millions of dollars of investors' proceeds. In addition, through this misconduct: (a) Defendants 

eCareer Holdings, eCareer, Inc., Azzata, Esposito, DeVito and Birks violated Sections 5(a), 5(c) 

and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities 

Exchange Act of 1934 ("Exchange Act") and Rule 1 Ob-5 thereunder; (b) Defendant eCareer 

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Holdings violated Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 

thereunder; (c) Defendants Esposito, DeVito and Birks violated Section 15(a) of the Exchange 

Act; and (d) Defendant Azzata: (i) violated Exchange Act Rule 13a-14, (ii) aided and abetted 

eCareer's violations of Section 17(a) of the Securities Act, (iii) aided and abetted eCareer's 

violations of Sections 10(b) and 13(a) and ofthe Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 

and 13a-13 thereunder, (iv) aided and abetted violations of Section 15( a) of the Exchange Act by 

Defendants Esposito, DeVito and Birks, and (v) as a control person violated Section 20(a) of the 

Exchange Act for eCareer's violations of Sections 10(b) and 13(a) of the Exchange Act, and 

Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder. Unless restrained and enjoined, the 

Defendants are reasonably likely to engage in future violations of the federal securities laws. 

II. DEFENDANTS & RELIEF DEFENDANTS 

A. Defendants 

10. eCareer Holdings IS a Boca Raton, Florida-based company, originally 

incorporated in Nevada in March 2005 as Barossa Coffee Company, Inc. On August 30, 2012, 

Barossa acquired the outstanding shares of eCareer, Inc., a private entity, then Barossa changed 

its name to eCareer Holdings, Inc. The merger was completed on April 11, 2013 and eCareer 

Holdings started filing periodic reports with the Commission. eCareer Holdings is a penny stock 

company that trades on the OTCBB with the ticker symbol ECHI. The company purports. to be 

an online staffing business operated by Azzata. The company almost entirely relies on private 

stock offerings to fund its operations. 

11. eCareer, Inc. is a Boca Raton, Florida corporation, incorporated in 2009 and is a 

wholly-owned subsidiary of eCareer Holdings. Azzata was the Chief Executive Officer of 

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eCareer, Inc. While he was CEO, eCareer, Inc. offered securities through Private Placement 

Memoranda that were purportedly only offered to accredited investors. 

12. Azzata, age 55, is the controlling shareholder, Chief Executive Officer, and 

Chairman of the Board of eCareer Holdings. He was a registered representative associated with 

various registered broker-dealers from 1994 to 2004, including several boiler rooms. He has 

been the subject of FINRA and state disciplinary actions in 2002 and 2006. When the 

Commission took Azzata's testimony during its investigation, he asserted his Fifth Amendment 

privilege against self-incrimination to nearly all substantive questions regarding this matter. 

13. Esposito, age 46, was the president and managing member of Viper and a director 

eCareer. eCareer's corporate filings with the State of Florida Division of Corporations disclose 

that Esposito served as a director of eCareer from December 2010 through at least May 2011 (the 

amendment removing Esposito is not dated until February 2013.) Esposito was a registered 

representative associated with numerous registered broker-dealers from 1991 to 2004. The 

Commission has previously filed two actions against him, SEC v. Dean A. Esposito, et al., Case 

No. 8-80130-CIV (S.D. Fla., Feb. 7, 2008) and In the Matter of Dean A. Esposito, Exchange Act 

Release No. 63863, Administrative Proceeding File No. 3-14241 (Feb. 7, 2011). As a result of 

the Commission's actions, Esposito has been permanently enjoined and barred from participating 

in any offering of a penny stock and from associating with any broker or dealer. He is not 

registered with the Commission in any capacity. When the Commission took Esposito's 

testimony during its investigation, he asserted his Fifth Amendment privilege against self­

incrimination to nearly all substantive questions regarding this matter. 

14. DeVito, age 39, was a managing member of Viper and director of eCareer. 

eCareer' s corporate filings with the State of Florida Division of Corporations disclose that 

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DeVito served as a director of eCareer from December 2010 through at least May 2011 (the 

amendment removing DeVito is not dated until February 2013). DeVito was formerly associated 

with various registered broker-dealers. The Commission has previously filed two actions against 

DeVito, SEC v. Joseph DeVito, et al., Case No. 8-80130-CIV (S.D. Fla., Feb. 7, 2008) and In the 

Matter of Joseph DeVito, Exchange Act Release No. 63864, Administrative Proceeding File No. 

3-14242 (Feb. 7, 2011). As a result of the Commission's actions, DeVito has been enjoined and 

barred from participating in any offering of a penny stock (from August 2010 through February 

2012) and from associating with any broker or dealer. He is not registered with the Commission 

in any capacity. When the Commission took DeVito's testimony during its investigation, he 

asserted his Fifth Amendment privilege against self-incrimination to nearly all substantive 

questions regarding this matter. 

15. Birks, age 43, was a sales agent and director of Viper and distributed a business 

card that described him as a director of eCareer. Birks was a registered representative associated 

with numerous registered broker-dealers from 1993 to 2005, including former boiler rooms. The 

Commission has previously filed two actions against Birks, SEC v. Frederick J Birks, Case No. 

8-80130-CIV (S.D. Fla., Feb. 7, 2008) and In the Matter of Frederick J Birks, Exchange Act 

Release No. 63862, Administrative Proceeding File No. 3-14240 (Feb. 7, 2011). As a result of 

the Commission's actions, Birks has been permanently enjoined and barred from participating in 

any offering of a penny stock and from associating with any broker or dealer. He is not 

registered with the Commission in any capacity. When the Commission took Birk's testimony 

during its investigation, he asserted his Fifth Amendment privilege against self-incrimination to 

nearly all substantive questions regarding this matter. 

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B. Relief Defendants 

16. Viper was a Florida corporation formed m 2010 with its principal place of 

business in Boca Raton, Florida. Viper operated as a boiler room and its activities were directed 

by barred recidivists Esposito, DeVito, and Birks. In October 2014, Esposito, Viper's president 

and managing member, voluntarily dissolved the entity. Viper has never been registered with the 

Commission in any capacity. Without any legitimate basis, Viper received investors' proceeds 

emanating from the Defendants' securities fraud. 

17. Espo Consulting is a Florida limited liability company formed in 2009 with its 

principal place of business in Boca Raton, Florida. Esposito is its managing member. Esposito 

received transaction-based compensation through Espo Consulting for sales of eCareer' s stock. 

Espo Consulting has never been registered with the Commission in any capacity. Without any 

legitimate basis, Espo Consulting received investors' proceeds emanating from the Defendants' 

securities fraud. 

18. J & D Marketing is a Florida limited liability company formed in 2009 with its 

principal place of business in Boca Raton, Florida. DeVito is its sole officer, director and 

managing member, and he received transaction-based compensation through J & D Marketing 

for sales of eCareer' s stock. J & D Marketing has never been registered with the Commission in 

any capacity. Without any legitimate basis, J & D Marketing received investors' proceeds 

emanating from the Defendants' securities fraud. 

19. DJC Consulting is a Florida limited liability company formed in 2008 that had 

its principal place of business in Boca Raton, Florida. Esposito and De Vito were its managing 

members, and it was administratively dissolved in 2009 for failure to file annual reports. 

Esposito and DeVito each received transaction-based compensation through DJC Consulting for 

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sales of eCareer stock. DJC Consulting has never been registered with the Commission in any 

capacity. Without any legitimate basis, DJC Consulting received investors' proceeds emanating 

from the Defendants' securities fraud. 

20. Gryphon Asset Management is a Florida limited liability company formed in 

2004 with its principal place of business in Orlando, Florida. Birks is its sole officer, director 

and managing member. Birks received transaction-based compensation through this entity for 

sales of eCareer stock. Gryphon Asset Management has never been registered with the 

Commission in any capacity. Without any legitimate basis, Gryphon Asset Management 

received investors' proceeds emanating from the Defendants' securities fraud. 

21. Carla Azzata, 46, is Azzata' s wife. She received payments from eCareer but has 

not provided any services to it. Carla Azzata has never been registered with the Commission in 

any capacity. Without any legitimate basis, she received investors' proceeds emanating from the 

Defendants' securities fraud. 

III. JURISDICTION AND VENUE 

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

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

and 27(a) ofthe Exchange Act, 15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a). 

23. This Court has personal jurisdiction over the Defendants and Relief Defendants 

and venue is proper in the Southern District of Florida because many of the acts and transactions 

constituting the violations alleged in this complaint occurred in this District. Moreover, Azzata, 

Carla Azzata, and Esposito reside in the Southern District of Florida and eCareer and Viper had 

their principal offices in this District which the individual Defendants worked from. 

Furthermore, during the period of the misconduct Birks resided in the District. 

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24. In connection with the conduct alleged in the complaint, Defendants and Relief 

Defendants, directly or indirectly, singly or in concert with others, made use of the means or 

instrumentalities of interstate commerce or the mails. 

IV. BACKGROUND OF ECAREER AND ITS RELATIONSHIP WITH VIPER 

25. Azzata founded eCareer in 2009 and serves as its CEO and director. He also 

controls and has signatory power over its bank accounts and signed its corporate filings. 

26. From approximately December 2010 until their resignations, Esposito and DeVito 

served as directors of eCareer and principals of Viper. 

27. Prior to their association with eCareer, Azzata, Esposito, DeVito and Birks had 

been associated with Medical Connections, Inc., an entity that also purported to provide online 

staffing resources. In 2010, the Alabama Securities Commission entered a cease-and-desist 

order against Medical Connections Holdings, Inc. for the sale of unregistered securities. In the 

Matter of Medical Connections Holdings, Inc., eta(, Alabama Admin. Order No. CD-2010-

0062, Cease and Desist Order, December 25, 2010. Soon thereafter, eCareer began operating 

from Medical Connections' same office address in Boca Raton. 

28. Starting in approximately August 2010, eCareer engaged Viper to sell 

unregistered, restricted shares of its stock. Viper and its sales agents conducted the majority of 

investor solicitations. In general, after Viper and its sales agents convinced investors to invest, 

investors completed the sales transaction by sending their investments to eCareer for the issuance 

of unregistered, restricted shares. In tum, eCareer sent funds via check or wire to Viper and its 

sales agents to pay sales fees. 

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A. Filings with the Commission 

29. In 2013, after eCareer completed a reverse merger with a Nevada shell company, 

Barossa Coffee Company, eCareer began filing periodic reports with the Commission. At the 

time of closing the reverse merger, eCareer Holdings' board of directors consisted of Azzata and 

one other individual and the Board appointed Azzata the company's chief executive officer. 

30. In its first annual report on Form 1 0-K filed after the reverse merger (for the fiscal 

year ending June 30, 2013), eCareer and Azzata disclosed that Azzata was the company's CEO 

and Chairman of the Board and had voting control over the company. The filing further 

disclosed that the company had revenue of just $9,092 for the fiscal year ending in June 2013 

and that it was subject to a going concern qualification. Moreover, the 2013 Form 10-K 

purportedly disclosed the amount of compensation that Azzata received. On October 4, 2013, 

Azzata executed the company's 2013 Form 10-K as its CEO and Chairman of the Board and 

certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act of2002. 

31. In its first quarter of fiscal year 2014 report filed on Form 10-Q (for the quarter 

ending September 30, 2013), the company and Azzata disclosed that eCareer was selling 

unregistered shares. On November 14, 2013, Azzata executed this filing as the CEO and 

certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The first quarter 2014 

Form 10-Q claimed that all sales of the unregistered shares were to sophisticated or accredited 

investors, no shares were sold in the form of a general solicitation, and all funds raised were used 

for working capital. 

32. In its second quarter of fiscal year 2014 report filed on Form 10-Q (for the quarter 

ending December 31, 2013 ), the company and Azzata made similar disclosers about eCareer 

selling unregistered shares. On February 14, 2014, Azzata executed this filing as the CEO and 

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certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The second quarter 2014 

Form 10-Q claimed that all sales of the unregistered shares were to sophisticated or accredited 

investors, no shares were sold in the form of a general solicitation, and all funds raised were used 

for working capital. 

33. In its third quarter of fiscal year 2014 report filed on Form 10-Q (for the quarter 

ending March 30, 2014), the company and Azzata made similar disclosers about eCareer's sales 

of unregistered shares. On May 15, 2014, Azzata executed this filing as the CEO and certified 

the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The third quarter 2014 Form 10-

Q claimed that all sales of the unregistered shares were to sophisticated or accredited investors, 

no shares were sold in the form of a general solicitation, and all funds raised were used for 

working capital. 

34. In its 2014 annual report filed on Form 10-K (for the fiscal year ending June 30, 

2014), eCareer and Azzata disclosed that Azzata was the company's CEO, Chairman of the 

Board, and Principal Financial Officer, and had voting control over the company. The company 

further disclosed that it had revenue of just $70,116 for the fiscal year ending in June 2014 and 

that it was subject to a going concern qualification. Moreover, the Form 2014 10-K purportedly 

disclosed the amount of compensation that Azzata received. On September 29, 2014, Azzata 

executed the company's 2014 Form 10-K as its CEO, Chairman of the Board and Principal 

Financial Officer and certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. 

35. In its first quarter of fiscal year 2015 report on Form 10-Q (for the quarter ending 

September 30, 2014), the company and Azzata made similar disclosers about eCareer's sales of 

unregistered shares. On November 14, 2014, Azzata executed this filing as the CEO and 

certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The first quarter 2015 

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Form 1 0-Q claimed that all sales of the umegistered shares were to sophisticated or accredited 

investors, no shares were sold in the form of a general solicitation, and all funds raised were used 

for working capital. 

36. In its second quarter of fiscal year 2015 report filed on Form 10-Q (for the quarter 

ending December 31, 2014 ), the company and Azzata made similar disclosers about eCareer 

continuing to sell umegistered shares. On February 13, 2015, Azzata executed this filing as the 

CEO and certified the accuracy of this filing pursuant to the Sarbanes-Oxley Act. The second 

quarter Form 2015 10-Q claimed that all sales ofthe umegistered shares were to sophisticated or 

accredited investors, no shares were sold in the form of a general solicitation, and all funds raised 

were used for working capital. 

V. SCHEME TO DEFRAUD ECAREER INVESTORS 

37. Azzata, on behalf of eCareer, hired Viper, Esposito, DeVito, Birks and their 

companies to raise capital by selling eCareer stock. Viper's offices were located in the same 

Boca Raton building as eCareer. Notably, Azzata's eCareer office was physically located within 

Viper's office suite, and next to Esposito, DeVito and Birks' offices. Viper and its principals 

operated a phone room and hired and supervised sales agents to solicit investors to purchase 

umegistered shares of eCareer. 

38. Esposito, DeVito, and Birks could not participate in the offering of a penny stock 

or were prohibited from earning transaction-based compensation from the sale of eCareer's 

stock, since they had been barred from acting as a broker or dealer or participating in any 

offering of a penny stock. In an attempt to get around these prohibitions and to disguise the true 

nature of the compensation they would receive from selling eCareer' s stock, Esposito, De Vito, 

and Birks and their companies entered into Advisory Agreements with eCareer (many signed by 

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Azzata) that attempted to categorize the compensation they would receive as an advisory fee. 

These advisory agreements also provided for a finder's fee of 1 0% of the dollar amount of the 

securities purchased by accredited investors (plus a 3% expense allowance) if the advisor 

introduced to the company a prospective accredited investor. Moreover, the advisory agreements 

provided that Esposito, De Vito, and Birks and their companies would assist eCareer in preparing 

a business plan and Private Placement Memorandum ("PPM") for submission to prospective 

investors. 

39. However in reality, and in direct contravention of the Orders prohibiting them 

from once again engaging in this type of misconduct, Esposito, De Vito, Birks and their entities 

received transaction-based compensation or sales commissions from eCareer for the sale of its 

securities. Viper invoices attempt to conceal the true nature of these payments by describing the 

transaction-based or sales commissions as "finder's fees" for each customer of 13%, in addition 

to "advisory fees" and "consulting fees," together totaling a fee of about 30% of the amount 

raised from investors. 

40. Moreover, eCareer sold stock to non-accredited investors, so finder's fees were 

not available on these transactions. Furthermore, the extensive involvement of Esposito, DeVito, 

and Birks in these sales transactions went far beyond merely acting as finders. In reality, they 

solicited and sold shares to investors and acted as the primary, if not exclusive, interface between 

eCareer and its investors. 

41. Notably, all the individual defendants asserted their Fifth Amendment privilege 

when questioned about the services Viper, Esposito, DeVito or Birks provided to eCareer 

(including the solicitation of investors) and the fees they received. 

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42. Additionally, the PPMs that Azzata issued on eCareer's behalf, and that Esposito, 

De Vito, and Birks helped prepare are replete with falsehoods. Typical versions of the eCareer 

PPMs represented, among other things, that eCareer: (a) may retain the services of licensed 

broker/dealers who eCareer will pay commissions that will not exceed 10% of the proceeds 

raised by the broker/dealer; (b) may use finders who eCareer will pay a fee not to exceed 10% of 

gross proceeds; (c) will not pay commissions to any officers or directors who sell securities; and 

(d) will only offer securities to accredited investors. These material representations were false 

since, among other reasons: (a) eCareer used unlicensed brokers and paid commissions that 

exceeded 10% of the amount raised from investors; (b) eCareer paid fees to finders in excessive 

of 1 0% and they did not pay legitimate finders' fees; (c) eCareer paid commissions to officers or 

directors who sold securities; and (d) the Defendants offered and sold securities to unaccredited 

investors. 

A. The Fraudulent Offer and Sale of eCareer Stock 

43. Viper's sales agents, including Defendants Esposito, DeVito, and Birks, as well as 

agents employed directly by eCareer, made cold calls to solicit potential investors, many of 

whom were elderly and unsophisticated and unaccredited. Viper offered investors restricted 

shares of eCareer stock, at prices between $0.10 and a $1 per share, telling investors they could 

sell the stock for a considerable profit. Viper sales agents told investors that eCareer would use 

their funds for business development, including the development of a website called 

"openreq.com" and that eCareer would make money selling job advertisements and job 

placement packages to companies in the medical field and other industries. De Vito, Esposito 

and Birks also told investors that sales fees were minimal or did not discuss fees at all and did 

not inform investors that DeVito, Esposito and Birks were barred from the securities industry. 

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44. eCareer also offered prospective investors tours of their office in Florida where 

Viper and eCareer company representatives, including Esposito, De Vito, Birks, and Azzata, gave 

investor presentations. Several individuals invested after attending eCareer seminars in New 

York and New Jersey, at which Esposito, DeVito, Birks and Azzata solicited investments and 

directly met with prospective investors. 

45. Investors nationwide since at least August 20 I 0, were solicited by Azzata, 

Esposito, De Vito and Birks. Some investors knew Azzata from his prior affiliation with Medical 

Connections and expected to recoup their prior investment funds. Many investors were 

unsophisticated, passive investors who relied on their sales agents (principally Esposito, DeVito 

and Birks) for updates on eCareer' s business. In addition, Azzata provided updates to investors. 

46. Esposito, DeVito, Birks and Azzata touted eCareer as a profitable investment that 

was raising investor funds to develop and grow its online medical staffing business. De Vito also 

told investors that eCareer stock was a good value and would likely rise in price to $6 to $8 a 

share, with comparable companies trading at $12 per share. In addition, Birks told another 

investor in approximately November 2012, that he was confident eCareer's stock would double 

within four to six months, and in approximately December 2012 he told another investor the 

stock would increase up to $30 a share. 

47. Esposito, DeVito, Birks and Azzata, along with other sales agents, sent news 

articles to investors touting eCareer' s success, its internet presence and business awards. The 

sales agents told investors that eCareer would use their funds for eCareer' s working capital, 

business development, expansion and marketing its job placement services. 

48. After Viper sales agents, and other sales agents, contacted investors via cold calls 

or during eCareer and Azzata's in-person seminars or meetings, Azzata, Esposito, DeVito, Birks 

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and sales agents sent PPMs and marketing materials to potential investors (via emails, FedEx and 

in-person) that touted eCareer's success and its potential in the online staffing industry. 

Investors received eCareer PPMs and stock purchase agreements, which typically included a 

cover letter signed by Azzata. 

B. Material Misrepresentations and Omissions to eCareer Investors 

1. Undisclosed Exorbitant Sales Fees and Misrepresentations About the 
Use of Investors' Proceeds 

49. Azzata, Esposito, DeVito and Birks made material misrepresentations and 

omissions to investors who they solicited to purchase eCareer stock through cold-calls, 

roadshows, and in-person meetings. Among these material misrepresentations, Azzata, Esposito, 

De Vito and Birks falsely told investors that purchasing eCareer shares was a good investment 

and investor funds would be used for eCareer' s business development and working capital when, 

in reality, eCareer paid fees of approximately 30% to its sales agents. Azzata also materially 

omitted that he had misappropriated investor funds for lavish personal expenses. Esposito, 

De Vito and Birks would, if they mentioned sales fees at all, falsely tell prospective investors that 

sales fees would be minimal or not exceed 1 0% of investors' funds, and they distributed multiple 

versions of eCareer' s PPMs to investors that falsely stated fees to licensed brokers or dealers 

would not exceed 10% of investors' funds, when they knew that eCareer paid much higher sales 

fees and they knew they could not receive broker or dealer fees, since they had been prohibited 

from acting as a broker or dealer. 

2. eCareer Used Unregistered Brokers and Dealers, Concealed Brokers' 
Prior Disciplinary History, Industry and Penny Stock Bars 

50. Esposito, DeVito and Birks had been barred from participating in penny stock 

offerings and from the securities industry, yet they each distributed PPMs that stated that 

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commissions would only be paid to licensed broker-dealers. Hence, they knew that they could 

not receive fees since they were not licensed. 

51. Furthermore, Esposito, De Vito and Birks solicited investors to purchase eCareer 

penny stock, representing they were offering the investments on behalf of eCareer, while 

knowing: they had prior disciplinary history, had been previously barred from association with 

any broker or dealer and were subject to district court orders barring them from participation in 

penny stock offerings. Nonetheless, they did not disclose this negative and material information 

to investors. Moreover, eCareer and Azzata omitted to disclose that Esposito, De Vito and Birks 

were barred by the Commission from association with any broker or dealer or from engaging in 

penny stock offerings. 

3. eCareer Targeted Unaccredited and Unsophisticated Investors 

52. eCareer's PPMs (and as discussed below, the company's periodic filings) also 

materially misrepresented that sales of restricted shares would only be made to accredited or 

sophisticated investors. Azzata, Esposito, De Vito and Birks offered and sold eCareer shares to at 

least several unaccredited and unsophisticated investors. In addition, they targeted senior 

citizens, especially older senior citizens, as at least 38 of the investors in the fraudulent, 

unregistered offering were ages 80 or older and at least 20 were over 85 years old. 

4. The Defendants Misappropriated Investor Proceeds 

53. Contrary to the Defendants' representations made to investors: (1) approximately 

$3.5 million, or 30% of investor funds was paid as sales fees, including to Viper and former 

eCareer directors Esposito and DeVito; and (2) Azzata and his family misappropriated 

approximately $650,000 of investor proceeds, including $47,000 in ATM cash withdrawals, 

$135,000 for motorsports related expenditures, $88,000 to Carla Azzata, $175,000 in American 

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Express charges by Carla Azzata, $25,000 in school tuition for Azzata's children, and over 

$59,000 at various retail merchants. 

5. Materially False Statements in eCareer's Periodic Filings 

54. eCareer and Azzata materially misrepresented key information about the 

company's directors, their compensation, and omitted to state material facts in its quarterly and 

annual filings with the Commission. 

55. In its Forms 10-K for the years ending June 30, 2013 and 2014, eCareer and 

Azzata failed to disclose the true nature of Azzata' s compensation and that he had 

misappropriated more than $650,000 of investors' proceeds. Moreover, they also misrepresented 

that payments to third-parties were for "finder," consultant and advisor services. In reality, 

eCareer was paying Viper, Esposito, De Vito, Birks and their consulting companies for selling 

unregistered eCareer securities. 

56. In its Forms 10-Q made during fiscal years 2014 and 2015, eCareer and Azzata 

further misrepresented material information about its unregistered sales of equity securities and 

use of proceeds. Those filings falsely state that: (1) funds raised were being used for working 

capital purposes; (2) sales were made to sophisticated or accredited investors; and (3) the 

company did not sell securities by any form of general solicitation or general advertising. As 

further discussed above, these statements are false and misleading. 

C. The Continuing Offer and Sale of eCareer's Stock 

57. eCareer continues to solicit investors to purchase its unregistered stock and 

receive investor proceeds. For example, from March 2-16, 2015, eCareer deposited checks from 

8 investors totaling $21,000 to purchase unregistered eCareer shares. Even after Viper was 

dissolved, eCareer has continued to solicit and take investments from investors. 

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D. Azzata Controls eCareer Holdings and eCareer, Inc. 

58. Azzata controls eCareer Holdings through his stock ownership, his execution of 

the company's filings, his executive positions, and his position as Chairman of the Board. By 

virtue of his control over eCareer Holdings, Azzata also controls, eCareer, Inc., which is eCareer 

Holdings wholly-owned subsidiary. Azzata's control over these entities, allows him to control 

their general affairs and the specific policies that eCareer Holdings and eCareer, Inc. have used, 

and continue to use, to violate the federal securities laws. 

E. Defendants and Relief Defendants Received Investors' Funds 

59. Without any legitimate basis, each of the Defendants and Relief Defendants 

received investors' proceeds emanating from the Defendants' securities fraud. 

60. From August 2010 through the present, eCareer has raised approximately $11 

million from more than 400 investors who invested in eCareer' s stock or warrants. 

61. From the investors' proceeds, approximately 30% or $3.5 million has been paid 

out in what were in reality transaction-based commissions. A few examples: (1) more than 

$900,000 of investors' proceeds was paid to J & D Marketing, which is controlled by DeVito; (2) 

more than $880,000 of investors' proceeds was paid to Espo Consulting, which is controlled by 

Esposito; (3) more than $270,000 of investors' proceeds was paid to Gryphon Asset 

Management, which is controlled by Birks; (4) $30,000 of investors' proceeds was paid to DJC 

Consulting, which is controlled by Esposito and DeVito; (5) $28,000 of investors' proceeds was 

paid directly to Esposito; (6) $28,000 of investors' proceeds was paid directly to DeVito; (6) 

$8,000 of investors' proceeds was paid directly to Birks; and (7) approximately $400,000 of 

investors' proceeds was paid directly to Viper (Viper also paid in the aggregate from this and 

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other securities solicitations hundreds of thousands of dollars to Gryphon Asset Management, J 

& D Marketing, Espo Consulting, DJC Consulting, Birks, DeVito, and Esposito). 

62. From the investors' proceeds, at least $650,000 was misappropriated by Azzata. 

A few examples: (1) $88,000 of investors' proceeds was paid directly to Carla Azzata, Azzata's 

wife, who did not work for or provide any services for eCareer and was otherwise not entitled to 

receive any funds from eCareer; (2) $25,000 of investors' proceeds was paid for his children's 

tuition; (3) approximately $47,000 of investors' funds were dissipated through ATM 

withdrawals; (4) approximately $135,000 of investors' proceeds was spent on motorsports 

related expenditures; (5) approximately $175,000 of investors' proceeds was spent on American 

Express charges by Carla Azzata for personal expenses such as gym membership fees, pet food 

and services, retail merchants (such as Macy's, Bloomingdales, Nordstrom and Target), home 

goods, medical and dental services, restaurants and dining, groceries, utilities, insurance, and 

travel and entertainment; and (6) at least $50,000 of investors' proceeds was spent at various 

retail merchants and on airfare, a cruise and travel expenses. 

V. CLAIMS FOR RELIEF 

COUNT I 

FRAUD IN VIOLATION OF 
SECTION 17(a)(l) OF THE SECURITIES ACT 

(Against All Defendants) 

63. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

64. Beginning no later than August 2010, the Defendants, directly and indirectly, by 

use of the means or instruments of transportation or communication in interstate commerce and 

by use of the mails, in the offer or sale of securities, knowingly, willfully or recklessly employed 

devices, schemes or artifices to defraud. 

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unless enjoined, are reasonably likely to continue to violate, Section 17(a)(1) of the Securities 

Act, 15 U.S.C. § 77q(a)(l). 

COUNT II 

FRAUD IN VIOLATION OF SECTION 17(a)(2) OF THE SECURITIES ACT 
(Against All Defendants) 

66. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

67. Beginning no later than August 2010, the Defendants, directly and indirectly, by 

use of the means or instruments of transportation or communication in interstate commerce and 

by the use of the mails, in the offer or sale of securities obtained money or property by means of 

untrue statements of material facts and omissions to state material facts necessary to make the 

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

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

unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities 

Act, 15 U.S.C. § 77q(a)(2). 

COUNT III 

FRAUD IN VIOLATION OF SECTION 17(a)(3) OF THE SECURITIES ACT 
(Against All Defendants) 

69. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

70. Beginning no later than August 2010, the Defendants, directly and indirectly, by 

use of the means or instruments of transportation or communication in interstate commerce and 

by the use of the mails, in the offer or sale of securities engaged in transactions, practices and 

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courses of business which have operated as a fraud or deceit upon purchasers and prospective 

purchasers of such securities. 

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

unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3) of the Securities 

Act, 15 U.S.C. § 77q(a)(3). 

COUNT IV 

FRAUD IN VIOLATION OF SECTION lO(b) AND RULE lOb-S OF THE 
EXCHANGE ACT 

(Against All Defendants) 

72. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

73. Beginning no later than August 2010, the Defendants, directly and indirectly, by 

use of the means and instrumentalities of interstate commerce, and of the mails in connection 

with the purchase or sale of securities, knowingly, willfully or recklessly: (a) employed devices, 

schemes or artifices to defraud; (b) made untrue statements of material facts and/or omitted to 

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

under which they were made, not misleading; and/or (c) engaged in acts, practices and courses of 

business which operated as a fraud upon the purchasers of such securities. 

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

unless enjoined, are reasonably likely to continue to violate, Section 1 O(b) of the Exchange Act, 

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

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COUNTV 

UNLAWFULLY OPERATING AS A BROKER-DEALER 
WITHOUT REGISTERING WITH THE COMMISSION 

IN VIOLATION OF SECTION 15(a) OF THE EXCHANGE ACT 
(Against Defendants Esposito, DeVito and Birks) 

75. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

76. Beginning no later than August 2010, Defendants Esposito, DeVito, and Birks, 

acted as broker or dealers and have made use of the mails and other means or instruments of 

interstate commerce to effect transactions in securities, or to induce or attempt to induce the 

purchase or sale of securities, without being associated with a broker or dealer that was 

registered with the Commission in accordance with Section 15(b) of the Exchange Act, 15 

U.S.C. § 78o(b). 

77. By reason of the foregoing, Defendants Esposito, DeVito, and Birks directly and 

indirectly violated, and unless enjoined, are reasonably likely to continue to violate, Section 

15(a) ofthe Exchange Act, 15 U.S.C. § 78o(a). 

COUNT VI 

SALES OF UNREGISTERED SECURITIES IN VIOLATION OF SECTIONS S(a) AND 
5(c) OF THE SECURITIES ACT 

(Against All Defendants) 

78. The Commission repeats and realleges paragraphs 1 through 62 of its Complaint 

as if fully set forth herein. 

79. No registration statement was filed or in effect with the Commission pursuant to 

the Securities Act with respect to the securities offerings and transactions described in this 

Complaint, and no exemption from registration exists with respect to these securities and 

transactions. 

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80. Beginning no later than August 2010, the Defendants, directly and indirectly: (a) 

made use of the means or instruments of transportation or communication in interstate commerce 

or of the mails to sell securities, through the use or medium of a prospectus or otherwise; (b) 

carried securities or causing such securities to be carried through the mails or in interstate 

commerce, by any means or instruments of transportation, for the purpose of sale or delivery 

after sale; or (c) made use of the means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of 

any prospectus or otherwise, without a registration statement having been filed or being in effect 

with the Commission as to such securities. 

81. By reason of the foregoing, the Defendants violated, and, unless enjoined, are 

reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 

77e(a) and 77e(c). 

COUNT VII 

FALSE REPORTS IN VIOLATION 13(a) OF THE EXCHANGE ACT AND RULES 12b-
20, 13a-l, AND 13a-13 THEREUNDER 

(SOLELY AGAINST DEFENDANT ECAREER HOLDINGS) 

82. The Commission repeats and realleges paragraphs 1 through 62 of its Complaint 

as if fully set forth herein. 

83. After the company's reverse merger m 2013, Defendant eCareer Holdings 

violated Section 13(a) and Rules 12b-20, 13a-1, and 13a-13 ofthe Exchange Act, failed to timely 

and accurately file annual and quarterly reports with the Commission regarding, among other 

things, its assets, liabilities, and related party descriptions and transactions; omitting information 

necessary to make the required information, in the light of the circumstances under which they 

were made, not misleading; and by filing or causing to be filed with the Commission materially 

false and misleading financial statements. 

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84. By reason of the foregoing, Defendant eCareer Holdings violated, and unless 

enjoined, is reasonably likely to continue to violate Section 13(a) of the Exchange Act, 15 U.S.C. 

§ 78m(a), and Rules 12b-20, 13a-1, and 13a-13 thereunder, 17 C.F.R. §§ 240.12b-20, 240.13a-1, 

and 240.13a-13. 

COUNT VIII 

SECTION 20(a)- CONTROL PERSON LIABILITY- LIABILITY FOR VIOLATIONS 
BY ECAREER HOLDINGS AND ECAREER, INC. OF THE EXCHANGE ACT 

(SOLELY AGAINST DEFENDANT AZZATA) 

85. The Commission repeats and realleges Paragraphs 1 through 62 of this Complaint 

as if fully set forth herein. 

86. Beginning no later than August 2010, Defendant Azzata has been, directly or 

indirectly, a control person of eCareer Holdings and eCareer, Inc. for purposes of Section 20(a) 

ofthe Exchange Act, 15 U.S.C. § 78t(a). 

87. After the company's reverse merger in 2013, eCareer Holdings violated Sections 

lO(b) and 13(a) and Rules 10b-5, 12b-20, 13a-1, and 13a-13 ofthe Exchange Act. 

88. Beginning no later than August 2010, eCareer, Inc. violated Section lO(b) and 

Rule 1 Ob-5 of the Exchange Act. 

89. As a control person of eCareer Holdings and eCareer Inc., Defendant Azzata is 

jointly and severally liable with and to the same extent as eCareer Holdings and eCareer Inc. for 

each of their violations of the Exchange Act. 

90. By reason of the foregoing, the Defendant Azzata, directly and indirectly violated, 

and unless enjoined, is reasonably likely to continue to violate Section 20(a) of the Exchange 

Act, 15 U.S.C. § 78t(a). 

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COUNT IX 

VIOLATIONS OF PRIOR ORDERS 
(Against Defendants Esposito, DeVito and Birks) 

91. The Commission repeats and realleges paragraphs 1 through 62 of this complaint 

as if fully restated herein. 

92. On February 7, 2011, the Commission ordered Defendant Esposito to not 

associate with any broker or dealer. In the Matter of Dean A. Esposito, Exchange Act Release 

No. 63863, Administrative Proceeding File No. 3-14241. Esposito remains subject to the 

Commission's broker or dealer bar. 

93. On February 7, 2011, the Commission ordered Defendant DeVito to not associate 

with any broker or dealer with the right to reapply after eighteen months. In the Matter of 

Joseph DeVito, Exchange Act Release No. 63864, Administrative Proceeding File No. 3-14242. 

DeVito has not successfully reapplied, so he remains subject to the Commission's broker or 

dealer bar. 

94. On February 7, 2011, the Commission ordered Defendant Birks to not associate 

with any broker or dealer. In the Matter of Frederick J Birks, Exchange Act Release No. 63862, 

Administrative Proceeding File No. 3-14240. Birks remains subject to the Commission's broker 

or dealer bar. 

95. On August 18, 2010, final district court judgments were entered by consent 

against Esposito and Birks, enjoining them from future violations of Section 5 of the Securities 

Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, and 

permanently barring them from participating in any penny stock offering. DeVito was enjoined 

by final judgment on the same date from violating Section 5 of the Securities Act and Section 

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15(a) of the Exchange Act, and the court ordered a time-limited, 18-month penny stock bar 

(through February 2012). 

96. By reason of the foregoing, Defendants Esposito, De Vito and Birks have violated, 

and unless ordered to comply will continue to violate prior orders. Accordingly, the Court 

should issue an order pursuant to Section 20( c) of the Securities Act and Section 21 (e) of the 

Exchange Act commanding Defendants Esposito, De Vito and Birks to comply with the prior 

Orders. 

COUNT X 

FALSE CERTIFICATIONS IN VIOLATION OF EXCHANGE ACT RULE 13a-14 
(Solely Against Defendant Azzata) 

97. The Commission repeats and realleges paragraphs 1 through 62 of this complaint 

as if fully restated herein. 

98. After the company's reverse merger in 2013, Defendant Azzata in violation of 

Rule 13a-14 of the Exchange Act, directly or indirectly, as an officer or director of an issuer, 

falsely certified in annual and quarterly reports that based on his knowledge, the disclosure 

reports did not contain any untrue statement of a material fact or omit to state a material fact 

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

statements were made, not misleading with respect to the period covered by the report. 

99. By reason of the foregoing, Defendant Azzata, directly or indirectly, violated, and 

unless enjoined, is reasonably likely to continue to violate Rule 13a-14 of the Exchange Act, 17 

C.F.R. § 240.13a-14. 

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COUNT XI 

AIDING AND ABETTING VIOLATIONS OF SECURITIES ACT SECTION 17(a) 
(Solely Against Defendant Azzata) 

1 00. The Commission repeats and realleges paragraphs 1 through 62 of this complaint 

as if fully restated herein. 

101. Beginning no later than August 2010, Defendants eCareer Holdings or eCareer, 

Inc., directly and indirectly, by use of the means or instruments of transportation or 

communication in interstate commerce and by use of the mails, in the offer or sale of securities, 

knowingly, willfully or recklessly employed devices, schemes or artifices to defraud; obtained 

money or property by means of untrue statements of material facts and omissions to state 

material facts necessary to make the statements made, in the light of the circumstances under 

which they were made, not misleading; and engaged in transactions, practices and courses of 

business which have operated as a fraud or deceit upon purchasers and prospective purchasers of 

such securities. 

102. Beginning no later than August 2010, Azzata knowingly, willfully, or recklessly 

aided and abetted violations of Sections 17(a)(1), 17(a)(2) and 17(a)(3) ofthe Securities Act by 

Defendants eCareer Holdings or eCareer, Inc. Azzata also, directly and indirectly, had a general 

awareness that he was part of an overall activity that was improper or illegal and knowingly, or 

was extremely reckless in not knowing, and provided substantial assistance to violations of 

Section 17(a) of the Securities Act by Defendants eCareer Holdings and eCareer, Inc. 

103. By reason of the foregoing acts, Azzata aided and abetted and, unless enjoined, is 

reasonably likely to continue to aid and abet violations of Sections 17(a)(1), 17(a)(2) and 

17(a)(3) of the Securities Act by Defendants eCareer Holdings and eCareer, Inc. 

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COUNT XII 

AIDING AND ABETTING VIOLATIONS OF lO(b}, 13(a), AND 15(a) OF THE 
EXCHANGE ACT AND RULES THEREUNDER 

(Solely Against Defendant Azzata) 

104. The Commission repeats and realleges paragraphs 1 through 62 of this complaint 

as if fully restated herein. 

105. After the company's reverse merger in 2013, eCareer Holdings violated Sections 

10(b) and 13(a) and Rules 10b-5, 12b-20, 13a-1 and 13a-13 ofthe Exchange Act. 

106. Beginning no later than August 2010, eCareer, Inc. violated Section 10(b) and 

Rule 10b-5 ofthe Exchange Act. 

107. Beginning no later than August 2010, Defendants Esposito, DeVito, and Birks, 

acted as brokers or dealers and made use of the mails and other means or instruments of 

interstate commerce to effect transactions in securities, or to induce or attempt to induce the 

purchase or sale of securities, without being associated with a broker or dealer that was 

registered with the Commission in accordance with Section 15(b) of the Exchange Act, 15 

U.S.C. § 78o(b). 

108. Beginning no later than August 2010, Azzata knowingly, willfully, or recklessly 

aided and abetted violations of the Exchange Act by Defendants eCareer Holdings, eCareer, Inc., 

Esposito, DeVito, or Birks. Azzata also, directly and indirectly, had a general awareness that he 

was part of an overall activity that was improper or illegal and knowingly, or was extremely 

reckless in not knowing, and provided substantial assistance to violations of the Exchange Act by 

Defendants eCareer Holdings, eCareer, Inc., Esposito, De Vito, and Birks. 

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109. By reason of the foregoing acts, Azzata aided and abetted and, unless enjoined, is 

reasonably likely to continue to aid and abet violations of the Exchange Act by Defendants 

eCareer Holdings, eCareer, Inc., Esposito, DeVito, and Birks. 

RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Declaratory Relief 

Declare, determine and find that the Defendants committed the violations of the federal 

securities laws alleged in this Complaint. 

II. 

Temporary Restraining Order, Preliminary and Permanent Injunctive Relief 

Issue a Temporary Restraining Order, a Preliminary Injunction and Permanent Injunction 

restraining and enjoining: (a) Defendants eCareer Holdings, eCareer, Inc., Azzata, Esposito, 

DeVito and Birks from violating Sections 5(a), 5(c) and 17(a) ofthe Securities Act and Section 

IO(b) of the Exchange Act and Rule IOb-5 thereunder; (b) Defendant eCareer Holdings from 

violating Section 13(a) of the Exchange Act and Rules 12b-20, 13a-l, and 13a-13 thereunder; (c) 

Defendants Esposito, De Vito and Birks from violating Section 15( a) of the Exchange Act; and 

(d) Defendant Azzata from: (i) violating Exchange Act Rule 13a-14, (ii) aiding and abetting 

eCareer's violations of Section 17(a) of the Securities Act, (iii) aiding and abetting eCareer's 

violations of Sections lO(b) and 13(a) ofthe Exchange Act, and Rules lOb-5, 12b-20, 13a-1, and 

13a-13 thereunder, (iv) aiding and abetting Defendants Esposito, De Vito and Birks violations of 

Section 15(a) of the Exchange Act, and (v) violating Section 20(a) of the Exchange Act for 

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eCareer's violations of Sections 10(b) and 13(a) of the Exchange Act, and Rules 10b-5, 12b-20, 

13a-1, and 13a-13 thereunder. 

III. 

Disgorgement 

Issue an Order directing the Defendants and Relief Defendants to disgorge all ill-gotten 

profits or proceeds received from investors as a result of the acts and/or courses of conduct 

complained of herein, with prejudgment interest thereon. 

IV. 

Civil Money Penalties 

Issue an Order directing the Defendants to pay civil money 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. 

§ 78(d). 

v. 
Penny Stock Bars 

Issue an Order pursuant to Section 20(g) of the Securities Act, 15 U.S.C. § 77t(g), and 

Section 21(d)(6) of the Exchange Act, 15 U.S.C. § 78u(d)(6), permanently barring Defendants 

Azzata and DeVito from participating in any offering of a penny stock. 

VI. 

Officer and Director Bar & Bar from Voting eCareer's Stock 

Issue an Order: (a) temporarily, preliminary and permanently barring Defendant Azzata 

from voting the shares of eCareer Holdings or eCareer, Inc. he owns or controls, directly or 

indirectly, and serving as an officer or director of any public company pursuant to Section 20( e) 

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of the Securities Act, Sections 21(d)(2) and 21(d)(5) of the Exchange Act, and Section 305(b)(5) 

of the Sarbanes-Oxley Act. 

VII. 

Accountings 

Issue an Order requiring sworn accountings by the Defendants and Relief Defendants. 

VIII. 

Orders 

Issue an order pursuant to Section 20( c) of the Securities act and Section 21 (e) of the 

Exchange Act commanding Esposito, De Vito and Birks to comply with the prior Orders. 

IX. 

Asset Freeze 

Issue an Order freezing the assets of the Defendants and Relief Defendants until further 

Order of the Court. 

X. 

Records Preservation and Expedited Discovery 

Issue an Order requiring the Defendants and Relief Defendants to preserve any records 

related to the subject matter of this lawsuit that are in their custody, possession or subject to their 

control, and to respond to discovery on an expedited basis. 

XI. 

Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

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XII. 

Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that may hereby be 

entered, or to entertain any suitable application or motion by the Commission for additional relief 

within the jurisdiction of this Court. 

Dated: April 7, 2015 

By: 

Senior Trial Counsel 
Arizona BarNo. 018486 
Direct Dial: (305) 982-6386 
E-mail: [email protected] 

Linda Schmidt 
Senior Counsel 
Florida Bar No. 0156337 
Direct Dial: (305) 982-6315 
E-mail: [email protected] 

Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
801 Brickell A venue, Suite 1800 
Miami, Florida 33131 
Telephone: (305) 982-6300 
Facsimile: (305) 536-4154 

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