SEC v. FREDERICK TAYTON DENCER; LUKE ABELARD DENCER; STANDARD HOLDINGS, INC.; STANDARD HUAXIA, LTD.; and DENNIS EDWARD BUTLER, No. 2:24-cv-10622, Central District of California (Dec. 11, 2024) — Complaint

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JOHN J.   TODOR (DC Bar No. 479798)
pro hac vice pending
Email: [email protected]
STEPHEN M. LEBLANC (DC Bar No. 994632)
pro hac vice pending
Email: [email protected]
CHRISTOPHER BOLYAI (DC Bar No. 1012113)
pro hac vice pending
Email: [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Telephone: (202) 551-5381
LOCAL COUNSEL
STEPHEN KAM (Cal. Bar No. 327576)
Email: [email protected]
Securities and Exchange Commission
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
UNITED STATES DISTRICT COURT
CENT
RAL DISTRICT OF CALIFORNIA
Western Division
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
FREDERICK TAYTON DENCER, LUKE
ABELARD DENCER, STANDARD
HOLDINGS, INC., STANDARD HUAXIA,
LTD.,  and DENNIS EDWARD BUTLER,
Defendants.
Case No.
COM
PLAINT
DEMAND FO
R JURY TRIAL
2:24-cv-10622

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Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint
against Defendants Frederick Tayton Dencer (“Tayt Dencer”), Luke Abelard Dencer
(“Luke Dencer”), Standard Holdings, Inc. (“Standard Holdings”), and Standard
Huaxia, Ltd. (“Huaxia”) (collectively, “Standard Holdings Defendants”), and
Defendant Dennis Edward Butler (“Butler”), alleges as follows:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action under Sections 20(b),
20(d)(1),  and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1), and 77v(a), and Sections 21(d), 21(e), and 27(a) of the Securities
Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a).
2. Defendants Tayt Dencer, Luke Dencer, Standard Holdings, Huaxia, and
Butler have, directly or indirectly, used the means or instrumentalities of interstate
commerce in connection with the transactions, acts, practices, and courses of business
alleged in this complaint.
3. Venue is proper in this district under Section 22(a) of the Securities Act,
15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because certain transactions, acts, practices, and courses of conduct constituting
violations of the federal securities laws occurred within this district.   In addition,
venue is proper in this district as to the Standard Holdings Defendants because
Defendants Tayt Dencer and Luke Dencer reside in this district, and the principal
places of business of Defendants Standard Holdings and Huaxia are in this district.
This civil action should be assigned to the Western Division because a substantial
part of the events or omissions giving rise to the SEC’s claims occurred in Los
Angeles County, Defendants Tayt Dencer and Luke Dencer reside within Los
Angeles County, and the principal places of business of Defendants Standard
Holdings and Huaxia are in Los Angeles County.
4. Venue is also proper in this district as to defendant Butler under Section
27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), because acts and transactions

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constituting violations of the federal securities laws occurred within this District,
including that the securities issuer for whom Butler sold securities as an unregistered
broker (further described below) has its principal place of business in this District and
investors that Butler solicited to purchase such securities reside in this District.
SUMMARY
5. From late 2017 to at least 2023 (the “Relevant Period”), the Standard
Holdings Defendants defrauded at least 40 investors out of millions of dollars, which
Defendants Tayt Dencer and his son, Luke Dencer,  misappropriated to fund their
lavish lifestyle.  Defendants Tayt Dencer and Luke Dencer, and their companies, Los
Angeles County-based Standard Holdings and Huaxia, raised over $17 million from
approximately 40 investors purportedly to form a company to provide streaming
content to China via an app.  Defendants offered and sold investors shares of
common stock and promissory notes, and promised investors that their funds would
be used towards launching the streaming business.
6. In reality, however, the Standard Holdings Defendants sold investors
shares of stock that had not actually been created or issued, misappropriated millions
of dollars of investor funds, misused certain investors’ money to make Ponzi-like
payments to other investors, and made numerous false and misleading statements to
investors about the use, value,  and safeguarding of their investments.  Tayt Dencer
and Luke Dencer used investors’ money to fund their luxurious lifestyle, including
spending millions on homes, luxury cars,  designer clothes and jewelry, vacations and
gifts for family and girlfriends, and hundreds of thousands of dollars in cash
withdrawals.
7. Despite raising millions of dollars over seven years through offering and
selling Standard Holdings and Huaxia securities, the Standard Holdings Defendants
never had an app or content ready to distribute in China, had no agreements to
provide any streaming services in China, and they depleted nearly all of the $17

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million raised from investors, using millions of it to enrich themselves.  Most, if not
all, of the investors’ investments are now worthless.
8. For his part, Butler served as an unregistered broker on behalf of
Standard Holdings and Huaxia by engaging in the business of effecting transactions
in securities for the account of others.  Specifically, from 2019 through at least July
2022, Butler raised over $2.3 million for Standard Holdings and Huaxia by selling
securities — approximately 1.15 million shares of Huaxia Class A common stock —
to 15 investors in at least 75 transactions.  Butler earned at least $235,700 in
transaction-based compensation from those sales.
9. By engaging in the conduct alleged in this Complaint, the Standard
Holdings Defendants violated the antifraud provisions of Section 17(a) of the
Securities Act, 15 U.S.C. §77q(a), and Section 10(b) of the Exchange Act, 15 U.S.C.
§78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.  Tayt Dencer and Luke
Dencer are also liable as control persons for Standard Holdings’ and Huaxia’s
violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder pursuant
to Section 20(a) of the Exchange Act.
10. By engaging in the conduct alleged in this Complaint, Butler acted as a
broker as defined by Section 3(a) of the Exchange Act, 15 U.S.C. § 78c(a)(4)(A), but
was not registered as a broker-dealer and was not associated with a registered broker-
dealer.  As a result of this conduct, Butler violated the broker-dealer registration
provisions under Section 15(a) of the Exchange Act, 15 U.S.C. § 78o(a).
11. The SEC seeks a judgment from the Court as set forth more fully in the
Prayer for Relief below: (i) permanently enjoining the Standard Holdings Defendants
from violating Securities Act Section 17(a), 15 U.S.C. §77q(a), and Exchange Act
Section 10(b), 15 U.S.C. §78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5;
(ii) directing Defendants to disgorge all ill  -gotten gains derived from the acts and/or
courses of conduct complained of, plus prejudgment interest thereon; (iii ) directing
Defendants to pay civil money penalties; (iv) barring Tayt Dencer and Luke Dencer

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from serving as an officer or director of a public company; (v) permanently enjoining
Tayt Dencer and Luke Dencer from, directly or indirectly, participating in the
issuance, purchase, offer, or sale of any security provided that such injunction shall
not prevent them from purchasing or selling securities for their own personal
accounts; (vi) permanently enjoining Butler from violating Section 15(a)(1) of the
Exchange Act, 15 U.S.C. § 78o(a)(1); and (vii)  granting such other relief as this Court
may determine to be just, equitable, and necessary.
DEFENDANTS
12. Frederick Tayton Dencer (“Tayt Dencer”), age 68, is a resident of Los
Angeles, California.  Tayt Dencer and his son, Luke Dencer, founded, control, and
operate Standard Holdings and Huaxia.  Tayt Dencer also holds himself out as
executive chairman of Standard Holdings.
13. In 2009, the Alabama Securities Commission ordered Tayt Dencer to
cease and desist from offering and selling any securities in the state of Alabama based
on findings that he (i) offered and sold unregistered securities to an Alabama investor
— stock, promissory notes, and a put contract for which an   investor reported
receiving no return or repayment for a $650,000 investment; and (ii) offered and sold
such securities without properly registering as a broker-dealer with the state of
Alabama.  In 2015, the California State Bar disbarred Tayt Dencer as an attorney for,
among other things, issuing five checks totaling $65,000 when he knew or should
have known there were insufficient funds to pay the checks.
14. Tayt Dencer is listed as executive vice president of Cur Holdings, Inc. in
several filings with the SEC in December 2017.

 Tayt and Luke Dencer were involved
in raising money from investors through Cur Holdings for a prior unsuccessful music
streaming public company, Cur Media, Inc.  In June 2021, the SEC revoked the
registration of securities of Cur Media because it was delinquent in its filings.
15. Luke Abelard Dencer (“Luke Dencer”), age 36, is a resident of
Encino, California.  Luke Dencer is listed as the president, secretary, treasurer, and a

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director of Standard Holdings in incorporation documents.  Luke Dencer is listed as a
director of Huaxia in certain corporate documents.  Luke and his father, Tayt Dencer,
founded, control,  and operate Standard Holdings and Huaxia.
16. Luke Dencer signed several filings with the SEC in 2017 and 2018 as the
vice president and secretary of Cur Holdings, Inc.  Luke and Tayt Dencer were
involved in raising money from investors through Cur Holdings for Cur Media, Inc.,
prior to the SEC revoking the registration of Cur Media’s securities.
17. Standard Holdings, Inc. (“Standard Holdings”) is a Nevada company
with its principal place of business in Encino, California.  Standard Holdings founded
Huaxia as a wholly owned subsidiary and was involved in all aspects of Huaxia’s
business affairs, including raising money from investors.
18. Standard Huaxia, Ltd. (“Huaxia”) was formed by Standard Holdings
as its wholly owned subsidiary and was incorporated in Hong Kong in May 2018.
Huaxia’s business is conducted in Encino, California.  Investors in Huaxia were
provided Tarzana, California or New York, New York addresses for Huaxia.
19. Dennis Edward Butler (“Butler”), age 47, is a resident of Westwood,
New Jersey.  From 2002 to April 16, 2019, Butler was associated with over a dozen
different registered broker-dealers.  Since April 17, 2019, Butler has not been
registered as a broker or associated with any registered broker-dealer.  Butler raised
money from investors for Standard Holdings and its subsidiary, Standard Huaxia,
Ltd.
20. Each of the Defendants   entered into agreements with the SEC in which
they agreed to toll, for various periods and various lengths of time, any statute of
limitations applicable to the conduct and claims alleged herein.  The tolling
agreements for each Defendant cover the period between September 22, 2023,
through December 11, 2024.

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FACTUAL ALLEGATIONS WITH RESPECT TO STANDARD HOLDINGS
DEFENDANTS
A. The Purported Business of Standard Holdings and Huaxia
21. Tayt Dencer and Luke Dencer founded, operated, and controlled
Standard Holdings and Huaxia.  Tayt Dencer holds himself out as executive chairman
of Standard Holdings.  Luke Dencer is the only officer of Standard Holdings and also
serves as a director.
22. In May 2018, Standard Holdings formed Huaxia as a wholly owned
subsidiary incorporated under Hong Kong law.  Luke Dencer is listed in certain
company documents as the CEO and only director of Huaxia.
23. Tayt and Luke Dencer operated Standard Holdings and Huaxia from
several addresses in the Los Angeles, California area.  Starting in 2017, the Standard
Holdings Defendants told investors that the companies were developing an app that
would stream content to China.  The Standard Holdings Defendants initially stated
that they planned to stream music into China.  By 2019, the Standard Holdings
Defendants changed their purported business plans to provide educational content to
children in China.
24. Tayt and Luke Dencer told several investors that they planned to take the
companies public through an IPO.  For example, in June 2020, Tayt Dencer emailed
an   investor about his plan to take the companies public through an IPO in the United
States or China.  In June 2022, Luke Dencer sent a text message to an investor
discussing plans to take the companies public through an IPO.
B. The Standard Holdings Defendants Offered and Sold Securities In
the Form of Stock and Promissory Notes
25. During the Relevant Period, Tayt and Luke Dencer raised more than $17
million from at least 40 investors for Standard Holdings and Huaxia by offering and
selling shares of stock and promissory notes.

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26. Most investors were located in the United States and some were elderly.
Tayt Dencer had phone conversations with a number of potential and existing
investors to explain the business and negotiate the terms of their investments.  Tayt
Dencer also met in person with some investors in the United States.  Luke Dencer
solicited prospective investors in phone conversations and personal meetings, and
provided updates to existing investors in phone conversations, text messages, and
emails.
27. Certain representations to investors were documented in subscription
agreements for shares of Huaxia stock, offering term sheets, promissory notes in
exchange for repayment of principal plus shares of Huaxia stock, investor
presentations, emails, and text messages.  Luke Dencer signed some investor
agreements and he authorized an employee of Standard Holdings (the “Standard
Holdings Employee”) to sign agreements for other investors.  Some investor
agreements instructed investors to send executed copies to an email address for Luke
Dencer or to Huaxia’s mailing address to Luke Dencer’s attention.  Tayt Dencer
reviewed the form investor agreements.  He also negotiated and approved the final
investment terms for numerous investors.
28. Additionally, the Standard Holdings Defendants paid Butler to solicit
investors for Huaxia.  From April 2019 to at least July 2022, Butler solicited about 15
investors to invest over $2.3 million of the total amount raised.  Butler did this in
about 75 transactions involving the sale of about 1.15 million shares of Huaxia series
A common stock.  As set forth below, Butler operated as an unregistered broker on
behalf of Standard Holdings and Huaxia in violation of the federal securities laws.
29. Standard Holdings also retained the Standard Holdings Employee
located in New Jersey to manage the investor onboarding process.
30. The chart below shows the approximate amounts that the Standard
Holdings Defendants raised, number of investors, and time periods for offerings of
securities involving stock and promissory notes:

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Type of Offering Amount Raised Investors Time Period
Standard Holdings promissory
notes, which were purportedly
converted into Huaxia Class A
common shares
$4,250,000 1 11/2017 –   10/2018
Huaxia Class B common shares $500,000 1 07/2018
Huaxia promissory notes that
included sales of Class A
common shares
$1,73  0,000 19 09/2018 –   07/2020
Huaxia class A common shares $5,930,000 24 09/2018 –   07/2022
Huaxia class A preferred shares $3,000,000 1 03/2022
Huaxia class A common shares $1,650,000 2 2023
Total Raised $17,060,000
C. The Standard Holdings Defendants Fraudulently Sold Investors
Stock that Did not Exist
31. From November 2017 through March 2022, the Standard Holdings
Defendants sold more than 9.2   million Class A or Class B common shares of Huaxia
stock to approximately 35 investors through debt or equity investments totaling
approximately $12 million.  Under the subscription agreements, the investors
irrevocably applied to acquire shares of Huaxia and paid consideration for the right to
purchase such shares.  Subscription agreements noted the number of shares each
investor was acquiring, as well as each investor’s percentage of equity ownership of
Huaxia represented by the shares.  Huaxia accepted the subscriptions and the
investors wired their funds to the Standard Holdings bank account, which was
controlled by Luke Dencer and Tayt Dencer.
1
  Accompanying promissory notes

1
 Luke Dencer was the signatory on Standard Holdings’ three bank accounts located
at a bank branch office in Encino, California.  Luke Dencer discussed expenditures

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reiterated the quantity of Huaxia shares set forth in the subscription agreements and
stated that in consideration for the investments, Huaxia agreed to issue the shares to
the investors.
32. In fact, as Tayt Dencer and Luke Dencer knew or were reckless and/or
negligent in not knowing, this stock had not actually been created and was never
issued to most investors.  When Huaxia was formed in 2018, only 10,000 ordinary
shares were created and all were owned by and issued to Standard Holdings.  On
October 22, 2018, Huaxia’s then director in Hong Kong signed a resolution
subdividing the 10,000 ordinary shares into 100 million ordinary shares, but still no
Class A or Class B common shares were created or issued to investors.
33. Internal Huaxia capitalization tables from 2019 through 2021
documented: (1) all shares were still owned by Standard Holdings; (2) a board
resolution was needed to convert the 100 million Huaxia shares into Class A and
Class B shares; and (3) the Class A and Class B shares that needed to be issued to
various individual investors.  Luke Dencer testified in the SEC’s investigation that he
often reviewed versions of the company’s capitalization table.
34. Internal drafts of Huaxia corporate filings for the Hong Kong Companies
Registry, dated May 2020 and May 2021, state that Huaxia had only 40 million
ordinary shares and all were owned by Standard Holdings.
35. It was not until March 14, 2022, that Luke Dencer and Huaxia created
shares of Class A and Class B common stock — nearly four and a half years after
Standard Holdings Defendants had already sold millions of these shares to investors.
In March 2022, a prospective investor questioned whether Huaxia had authorized and
issued the shares it was about to purchase.    Shortly thereafter, Luke Dencer signed a
resolution to create Class A and Class B common stock for Huaxia.  The resolution
also provided that 15 million Class A common shares would be set aside with the

from these accounts with his father and gave his father access to the bank accounts
through debit cards.

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intention to be issued and held by Standard Holdings as nominee for various investors
and 500,000 Class B common shares would be issued and held by Standard Holdings
as nominee for a specific investor.  When the Standard Holdings’ Employee sought
Luke Dencer’s signature on the draft resolution, the Standard Holdings Employee
texted that “we were supposed to have had it for three years.”    Luke Dencer and the
Standard Holdings employee then backdated the resolution to December 13, 2019.
36. On March 15, 2022, the day after Luke signed the backdated resolution,
the employee emailed the prospective investor, copying Luke and Tayt Dencer,
explaining that Huaxia had created and issued to the investor the shares the investor
was acquiring.  Most other investors were never issued shares.
37. Before the shares were actually created in March 2022, Tayt and Luke
Dencer actively solicited investors to buy Huaxia Class A and Class B common
stock.  For example, in 2018 and 2019, Tayt Dencer had telephone calls and emails
with numerous investors to offer and sell Class A common shares in Huaxia.
Numerous investors then purchased such shares based on Tayt Dencer’s
representations about the investments, including the amount of shares they were
purchasing.  Luke Dencer also had telephone calls with investors discussing
investments in Huaxia Class A common shares.  Luke Dencer signed term sheets and
promissory notes selling Huaxia Class A common shares and authorized the Standard
Holdings E mployee to sign accompanying subscription agreements on his behalf.
Tayt and Luke Dencer had final approval over the terms of all investor agreements.
38. The Dencers   knew or were reckless or negligent in not knowing that the
Huaxia Class A and Class B common stock they were purportedly selling to investors
did not exist prior to March 2022.  Tayt Dencer controlled and operated Huaxia,
along with Luke Dencer.  Tayt Dencer testified in the SEC’s investigation that he
knew Huaxia did not have Series A and Series B common shares prior to the
resolution signed in March 2022 and backdated to December 2019, and that he knew
Huaxia needed these shares for investors.

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39. Luke Dencer was the founder and director of Huaxia, the only officer
and owner of its parent company Standard Holdings, and he controlled and operated
both companies along with Tayt Dencer.  Only Luke Dencer could sign the resolution
authorizing the creation of the Class A or Class B common shares as he was the only
director of Huaxia at the time.  He knew that he had not signed a resolution to create
Class A or Class B common shares until March 2022, and he admitted in testimony in
the SEC’s investigation that shares were never issued to most investors.
40. Complaints from at least one investor put the Dencers on notice that
investors were not receiving the shares of Huaxia stock that they were sold.  In
October 2019, the Standard Holdings E mployee forwarded to Tayt and Luke Dencer
an email from an attorney for the estate of a deceased investor, Investor 2, who had
invested $50,000 under a promissory note.  Under the promissory note, Huaxia
provided the investor 57,143 shares of Series A common stock as additional
consideration for the loan.  The attorney complained that no stock certificate was ever
executed or delivered, and he demanded the return of Investor 2’s $50,000 for
“securities which were never obtained.”  Despite receiving this complaint in 2019,
Luke and Tayt Dencer took no steps to create and issue Class A common shares in
Huaxia for more than two years, and they continued to offer and sell millions of
shares of this purported stock to other investors.
41. In deciding whether to invest in Huaxia Class A and Class B common
stock, reasonable investors considered it important to know that the shares they were
purportedly purchasing had not been created or issued.  One institutional investor
asked the Standard Holdings Defendants during negotiations about the “process of
new share issuances” because the investor “need[ed] to be sure we are in effective
possession of the shares.”  Similarly, the attorney for the estate of the deceased
investor demanded return of the entire investment in part because the Standard
Holdings Defendants never issued the stock certificates.

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42. Based on the facts alleged above, the Standard Holdings Defendants
intentionally, knowingly, recklessly, and/or negligently carried out their fraudulent
scheme by selling shares of stock that had not been created or issued.
D. The Standard Holdings Defendants Misappropriated   and Misused
Millions of Dollars of Investors’ Money
1. The Dencers and Standard Holdings Misappropriated More
than $900,000 from the Largest Investor’s First Two
Investments
43. From the start of the scheme in 2017, the Dencers misappropriated
investor funds.  The first investor in the Standard Holdings Defendants’ business was
an individual, “Investor 1,   ”   through an entity he owned and controlled.  The Dencers
had personal meetings, regular telephone calls, and email exchanges with Investor 1
to solicit investments and discuss the status of existing investments.  Tayt Dencer told
Investor 1   that his initial investments in Standard Holdings and his subsequent
investments in Huaxia would be used to develop a streaming app business that would
provide content into China.
44. In November 2017, Investor 1 invested $1.25 million in Standard
Holdings under a promissory note payable by Standard Holdings and secured by
stock warrants
2
 owned by Standard Holdings that were described as securities.  This
investment was later purportedly converted to shares of Series A common stock in
Huaxia.  Luke Dencer signed the promissory note on behalf of Standard Holdings.
45. In March 2018, Investor 1   invested another $3 million in Standard
Holdings under a similar promissory note payable by Standard Holdings and secured
by stock warrants owned by Standard Holdings.  This investment was later
purportedly converted to shares of Series A common stock in Huaxia.  Luke Dencer’s

2
 A stock warrant is a contract between a company and an investor giving the investor
the right to buy or sell the company’s stock within a certain time frame for a specific
price.

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name is listed as the signatory on the promissory note for Standard Holdings.  The
Standard Holdings Defendants raised a total of $4.25 million from Investor 1 from
the November 2017 and March 2018 investments.
46. Contrary to Tayt Dencer’s representations to Investor 1   that investor
funds would be used to develop a streaming business,  the Dencers immediately began
spending Investor 1’s money for their lavish personal expenses.  In fact, right after
Investor 1 ’s first investment of $1.25 million in late November 2017, Tayt Dencer
told a friend that the Standard Holdings checking account — used to hold Investor 1 ’s
money — was Tayt Dencer’s personal bank account.  Tayt Dencer had no actual
personal bank accounts throughout the Relevant Period and instead used the Standard
Holdings back account as his own.
47. In just the first six months after Investor 1’s first two investments, the
Dencers misappropriated at least $900,000.  They used this money to pay for personal
expenses, such as paying their personal credit card bills; lease payments for Luke
Dencer’s home; luxury vehicles for the Dencers and Luke Dencer’s wife; designer
clothes and jewelry; a private detective to follow two of Tayt Dencer’s girlfriends;
restitution payments owed by Tayt Dencer in a   prior unrelated Alabama criminal
case; over $300,000 in checks, ATM withdrawals, and wire transfers for themselves,
friends, and family members; and a host of other personal expenses unrelated to the
business of Standard Holdings and Huaxia.
48. For example, on November 27, 2017, Standard Holdings’ checking
account had an ending balance of $2,553.01.  On November 28, 2017, Investor 1’s
$1.25 million was transferred into that checking account for his first investment in
Standard Holdings.  Over the next two weeks there were no further deposits into the
account aside from $582.95 in retail and fee refunds.  During those two weeks, the
Dencers made the following payments from the checking account:

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a. On November 29, 2017, Luke Dencer withdrew $20,000 in cash from a
local bank branch, which he then deposited into his personal checking account
later that day;
b. On November 29, 2017, Luke Dencer wrote himself a check for an
additional $9,500;
c. Between November 30, 2017 and December 12, 2017, $21,331 in
payments were made to Super Eye Investigations, a private detective firm hired
by Tayt Dencer to follow two of his girlfriends;
d. On December 1, 2017, Tayt Dencer’s debit card was used to pay
$179.85 to Elitesingles.com, an online dating service;
e. On December 6, 2017, Luke Dencer’s debit card was used to pay $92.15
to LA Sports Massage, a massage provider in Los Angeles, California;
f. On December 7, 2017, Luke Dencer’s debit card was used to pay two
transactions totaling $8,668.20 to Sit ‘N Sleep, a mattress store; and
g. On December 8, 2017, $120,000 was transferred to the bank account of
Tayt Dencer’s attorney in Alabama,  which was then used to wards restitution
payments Tayt Dencer was ordered to pay in an unrelated criminal securities
fraud case in Alabama involving conduct from 2006 to 2008.
49. Tayt and Luke Dencer both admitted in testimony in the SEC’s
investigation that they used investor funds in the Standard Holdings bank accounts
for personal expenses.
50. Given their role in misappropriating money, Tayt and Luke Dencer knew
or were reckless or negligent in not knowing that the statements about the use of
Investor 1 ’s money for business purposes were false.
51. When deciding whether to invest in Standard Holdings, investors would
have considered it important to know that the Dencers would use the funds for
personal expenses unrelated to the purported business of Standard Holdings.

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52. Based on the facts alleged above, the Dencers and Standard Holdings
intentionally, knowingly, recklessly, and/or negligently made materially false and
misleading statements to Investor 1   regarding the use of his investment funds and
carried out a fraudulent scheme by misappropriating Investor 1’s funds.
2. The Standard Holdings Defendants Misappropriated Other
Investors’ Funds, Misrepresented How their Funds Would Be
Used,  and Failed to Safeguard $4.5 Million of Investor Funds
in a Segregated Account, as Promised
53. Between September 6, 2018, and March 13, 2022, the Standard Holdings
Defendants raised more than $4.5 million in investments in Huaxia from several other
investors in addition to the $4.25 million previously raised from Investor 1.  These
investors purchased Class A common shares in Huaxia through promissory notes and
equity investments.
54. Promissory notes and offering term sheets associated with these
investments stated that investor funds would be used for Huaxia’s streaming business,
including developing the software, advertising, and launching the business in China.
For example, promissory notes associated with these investments state, “[Huaxia]
certifies that the loan evidenced by this Note is obtained for business or commercial
purposes and that the proceeds thereof will not be used primarily for personal, family,
household or agricultural purposes.”
55. Term sheets issued to investors state, “After deducting fees and expenses
related to the Offering, including legal fees and expenses and fees payable to the
escrow agent, if applicable, the net proceeds from the Offering will be used for
certain fees and expenses related to the announcement of [Huaxia] and its strategy via
a live, nationally televised, press conference, costs to develop the software, costs
associated with bundling transactions, general corporate purposes and working
capital.”

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56. Contrary to these representations about using investor funds for business
purposes, the Dencers misappropriated at least $1.7 million of these investor funds to
support their lavish lifestyles, as detailed below.
57. In addition, the subscription agreements for these investments state that
“Subscription funds shall remain in a segregated account of [Huaxia] until the
offering is fully subscribed and [Huaxia]’s shares has [sic] been issued.”  These
statements were false because (i) no Huaxia bank account ever existed;

(ii) no Class A
common shares were created until at least March 14, 2022, after these investments
were made; and (iii) Class A common shares still have not been issued to most
investors.
58. Instead of safeguarding these investors’ money in a segregated account,
the funds were deposited into a Standard Holdings checking account and commingled
with an additional $2.1 million that Investor 1 had invested in the Huaxia business.
Another $585,000 from other sources also was deposited into the account.  The
Dencers then used over $2.3 million from this account for their personal expenses.
Excluding the $585,000 from other sources, the Dencers misappropriated at least $1.7
million from these investors.
59. From the start in September 2018, the Dencers began spending the
money raised from these investors on personal items, such as luxury cars, a vacation
for Luke Dencer and his wife to Moscow, travel for the Dencers’ family and friends,
more designer clothes and jewelry, and about $600,000 in cash and transfers to Tayt
and Luke Dencer and their family members.
60. For example, on June 29, 2020, an investor transferred $40,000 for an
investment in Huaxia to one of Standard Holdings’ bank accounts.  Later that day,
Luke Dencer transferred the $40,000 to a different Standard Holdings checking
account.  Before this deposit, the checking account held a balance of $846.01.  After
the $40,000 investor deposit, and before any other deposits, the following payments
were made from the account: (i) $26,000 was transferred to Luke Dencer’s personal

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bank account; (ii) $3,900 was used to pay rent for Luke Dencer’s residence; (iii)
$264.12 was used for a car insurance payment; and (iv) $900.00 was transferred via
Venmo to Luke Dencer’s friend who had no connection to Standard Holdings or
Huaxia.
61. Luke Dencer also used hundreds of thousands of dollars from the
Standard Holdings bank accounts for the benefit of his wife.  Luke made payments
and wire transfers to his wife’s bank account for personal expenses such as a
Mercedes and BMW, gifts for her birthdays and anniversaries, and cash transfers and
travel expenses for her relatives.  Luke Dencer also used the Standard Holdings
checking account to pay his wife’s personal credit card bills.  Luke Dencer’s wife
was not a Standard Holdings employee, she had no employment agreement or
contractor agreement, and she did not receive a salary.  Standard Holdings never
issued a W-2 form, a 1099 form, or other tax documents reflecting any payment for
work performed by her.  She did not include any amounts she received from Standard
Holdings as income on her tax returns.
62. Luke and Tayt Dencer had ultimate authority over and were responsible
for the misrepresentations in the investor agreements about using funds for business
purposes and safeguarding the funds in a segregated account.  Luke Dencer signed
the term sheet and promissory note for at least one investor, and he authorized the
Standard Holdings Employee to sign other investor agreements on behalf of Huaxia.
Most of these investor agreements provided a signature line for Luke Dencer to sign
on behalf of Huaxia as the company’s CEO.  Subscription agreements instructed
investors to return signed agreements to Luke Dencer at his Standard Holdings email
address or mailing address.  Luke and Tayt Dencer testified in the SEC’s
investigation that they reviewed investment agreements for Huaxia investors and
approved the final terms of agreements for many investors.
63. The Dencers knew, or were reckless or negligent in not knowing, that
the representations in the investor agreements about using the funds for Huaxia’s

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business and safeguarding the funds in a segregated account were false.  Luke Dencer
controlled the bank accounts and testified in the SEC’s investigation that he knew
there was no separate Huaxia bank account.  Tayt Dencer had access to the accounts
through Luke.  Tayt Dencer testified that he knew investor funds for Huaxia
investments were deposited into the Standard Holdings bank accounts.  The Dencers
both testified in the SEC’s investigation that they used investor funds in the Standard
Holdings bank accounts for their personal expenses.
64. When deciding whether to invest in Huaxia, investors would have
considered it important to know that their funds would not be safeguarded in a
segregated account and would be used by the Dencers for personal expenses.
65. Based on the facts alleged above, the Standard Holdings Defendants
intentionally, knowingly, recklessly, and/or negligently made materially false and
misleading statements regarding the use of investor funds and carried out their
fraudulent scheme by misappropriating investor funds for the Dencers’ personal use
and failing to safeguard investor funds in a segregated account.
3. Luke Dencer Misappropriated Another $235,000 of Investor
Funds in November 2022
66. Luke Dencer misappropriated another $235,000 by transferring money
from the Standard Holdings checking account to his personal bank accounts.  Then,
on November 3, 2022, two days after the SEC served its first investigational
subpoena on Standard Holdings, Luke Dencer transferred $235,000 from his personal
account to his wife’s personal bank account.  There was no legitimate reason for
Luke Dencer’s wife to receive these funds from Standard Holdings.
67. In May 2024, $182,000 of these funds was transferred from the wife’s
account to a bank account in Abu Dhabi in the name of Luke Dencer.  In March and
June 2024, about $8,000 from the wife’s account was transferred to her sister.  There
was no legitimate reason for Luke Dencer’s sister-in -law to receive these funds from
Standard Holdings.

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68. Based on the facts alleged above, Luke Dencer intentionally, knowingly,
recklessly, and/or negligently carried out a fraudulent scheme by misappropriating
these investor funds.
4. The Dencers and Standard Holdings Failed to Safeguard $2.5
Million of Investor 1’s Investment in a Trust Account, as
Represented
69. In addition to misappropriating Investor 1’s money, the Dencers failed to
place $2.5 million from Investor 1 in a trust account, contrary to their representations
to Investor 1.
70. Specifically, on February 21, 2018, Tayt Dencer sent an email to
Investor 1   stating that $2.5 million of his anticipated $3 million investment in March
2018 would be used to open a trust account in the name of Standard Holdings.  Tayt
Dencer told Investor 1 that this money would help facilitate a $102 million
institutional investment in Standard Holdings, out of which Investor 1’s $3 million
investment would be repaid.
71. In fact, none of the $3 million was used to open a Standard Holdings
trust account.  The money was first deposited into the Standard Holdings checking
account, not a trust account.  The Dencers then wired over $2.1 million of the money
to two foreign bank accounts, neither of which was a Standard Holdings trust
account.
72. In late March and early April 2018, the Dencers made three wire
transfers totaling $1.16 million to a U.S. bank account “FOR FURTHER CREDIT
TO” a bank account in Mexico.  The account was in the name of the purported wife
of the promoter of the institutional investment and was not a trust account.  This
individual was not otherwise connected to the business of Standard Holdings.
73. Next, in early April 2018, the Dencers wired $952,000 to a bank account
in Abu Dhabi.  The account was in the name of a company and was not a trust

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account.  This company was not otherwise connected to the business of Standard
Holdings.
74. The institutional investment never occurred and Investor 1’s $3 million
investment was never repaid.
75. The Dencers knew or were reckless or negligent in not knowing that
Investor 1’s funds were not going to fund a Standard Holdings trust account because
before wiring the funds to foreign bank accounts, the Dencers received wiring
instructions noting that the recipients of the money were a women in Mexico and a
company in Abu Dhabi, not trust accounts in the name of Standard Holdings.
76. Any reasonable investor would consider it important to know that their
money would not be safeguarded in a trust account, as represented, but instead wired
to foreign bank accounts held by parties unrelated to Standard Holdings.
77. Based on the facts alleged above, the Dencers and Standard Holdings
intentionally, knowingly, recklessly, and/or negligently made materially false and
misleading statements regarding the use of investment funds and carried out their
fraudulent scheme by wiring investor funds to foreign accounts rather than holding
the money in a Standard Holdings trust account, as represented.
5. The Standard Holdings Defendants Used Investor Money to
Make Ponzi-Like Payments to Other Investors
78. The Standard Holdings Defendants misused money from certain
investors to make Ponzi-like payments to other investors, some of whom had
complained about not receiving the timely return of their money invested through
promissory notes.  Company records show that a total of about $380,000 was paid to
investors in promissory notes during the Relevant Period.
79. Tayt Dencer admitted in testimony in the SEC’s investigation that he
used investor funds to pay back other investors.  Text messages show Luke Dencer
raising funds from investors for the purpose of using the money to repay another
investor.

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80. There are a number of instances where the Standard Holdings checking
account did not have enough money to repay an investor until the Standard Holdings
Defendants raised additional money from other investors, at which point the Standard
Holdings Defendants used the new investor funds to repay the old investor.
81. For example, in late 2019, an investor began sending text messages and
making phone calls to Luke Dencer demanding repayment of an overdue $200,000
promissory note payable by Huaxia.  On December 13, 2019, Luke Dencer texted the
investor that “there is nothing in the account to wire” but Luke assured the investor
that he is working on raising money which “we could wire out of to you” in the
following days or weeks.
82. Later that day, another investor wired   $10,000 to the Standard Holdings
checking account for an investment under a subscription agreement for Class A
common shares of Huaxia stock.  The following business day, December 16, 2019, a
second investor wired   $3,000 to the Standard Holdings checking account for a similar
investment for Class A common shares of Huaxia stock.  No other deposits were
made into the Standard Holdings checking account at this time.
83. Later the same day, Luke Dencer wired   $1,000 from the Standard
Holdings checking account to the investor demanding repayment.  This money came
from the $10,000 and $3,000 investments from the other investors.
84. The Standard Holdings Defendants did not disclose to investors that they
would use investment funds to make payments to other investors.
85. Based on the facts alleged above, the Standard Holdings Defendants
intentionally, knowingly, recklessly, and/or negligently carried out their fraudulent
scheme by using investor funds to make Ponzi-like payments to other investors.
E. The Standard Holdings Defendants Failed to Repay or Timely
Repay Investors in Short-Term Promissory Notes
86. From late 2018 to mid-2020, the Standard Holdings Defendants solicited
about 19 investors to invest approximately $1.7   million in Huaxia through promissory

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notes.  The promissory notes stated that “[i]n consideration for [the loan], [Huaxia]
agrees to issue [certain] shares of Series A Common Shares to Holder.”  In total,
Huaxia issued approximately 2 million shares of Series A common stock to investors
under these promissory notes.  The notes provided that the funds would be used “for
business or commercial purposes.”  The promissory notes were supposed to be bridge
loans until future large or institutional investments were made into the business.
87. The promissory notes also stated   that Huaxia promised   to repay the loan
on or before the maturity dates,  which were typically one week to several months
after the investor funded the investment.
88. The Standard Holdings Defendants engaged in a pattern of not repaying
or not timely repaying most investors in these notes, even when they had sufficient
funds for repayments.  Rather than repay most investors, the Standard Holdings
Defendants solicited a number of the investors to grant debt-repayment extensions
that extended the loan terms, often beyond nine months, in exchange for additional
shares of stock and cash.  Contrary to the representations in the loan extensions, the
Standard Holdings Defendants   did not repay by the extended time frame, did not
make the cash payments, and did not issue the additional shares to investors.
89. In one example, on December 12, 2018, Investor 3, an 85-year-old
investor, invested $20,000 via a promissory note in exchange for 22,857 Class A
common shares in Huaxia.  The note was due and payable on or before January 23,
2019.  Even though the balance in Standard Holdings’ bank account on January 23,
2019, was more than $48,000, double the amount owed to Investor 3,    the investor
was not repaid.  It was not until after Investor 3   passed away in 2021, that Luke
Dencer paid a total of only $7,000 to the estate.
90. In another example, a different investor, Investor 4, signed four
promissory notes in December 2018 and January 2019 for a total of $45,000 in
exchange for 51,429 Class A common shares in Huaxia.  Each note was due within
six weeks, and none were ever paid despite Standard Holdings having sufficient

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funds to repay the loans on each of their due dates.  In August 2019, Investor 4 signed
an amendment to the promissory notes that postponed the maturity dates until
October 15, 2019, in exchange for $7,000 and additional Class A common shares.
Even though the balance in Standard Holdings’ bank account on October 15, 2019,
was more than $90,000, double the amount owed to Investor 4, the investor was not
repaid.
91. Tayt Dencer admitted in testimony in the SEC’s investigation that he
knew most investors in these notes were never repaid.  Luke Dencer received emails
from investors demanding repayment of overdue promissory notes, and Luke Dencer
personally emailed investors about Huaxia’s overdue payments.  In one example, in
early February 2019, an investor, Investor 5,    requested repayment on two overdue
promissory notes executed in December 2018 and January 2019 for a total of
$150,000.  Several days later, Luke Dencer emailed Investor 5   stating that he was
working to close several large financings and would repay the investor within a few
days.  Luke also offered the investor additional cash due to the delay.  Luke did not
respond to Investor 5   thereafter.  A month later, in March 2019, after not hearing
from Luke and not receiving any payment, Investor 5   again emailed Luke demanding
the overdue payments.  The Standard Holdings Defendants have never repaid
Investor 5   on these overdue promissory notes and never paid the additional cash
offered.
92. Throughout this period, as described above, the Dencers   were
misappropriating investor funds for their own personal expenses.
F. Tayt Dencer Lied to the Largest Investor About the Value of His
Investments
93. On June 17, 2020, Tayt Dencer sent the largest investor, Investor 1, an
email on behalf of Standard Holdings and Huaxia stating that Investor 1’s $5.9
million in total investments were worth between $20 million and $63 million based
on the company’s recent equity financing.  Tayt Dencer, however, failed to disclose

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that at the time, Standard Holdings’ financial condition was dire.  Standard Holdings
had only a few thousand dollars in its bank accounts.  Standard Holdings’ federal tax
returns for 2020 showed income of negative $1.1 million and total assets of about
$1,400 at the beginning of the year and $243,000 at the end of the year.  Huaxia’s
internal draft balance sheet as of March 1, 2021, showed total owner’s equity was
negative.  The companies had not launched an app business, not developed any other
source of revenue, and were losing money at the time.  Tayt Dencer disclosed none of
this to Investor 1.
94. After learning of the SEC’s investigation in late 2022, the Standard
Holdings Defendants admitted to Investor 1   that his investments were essentially
worthless.  On December 12, 2022, about 6 weeks after receiving the first SEC
subpoena, all four Standard Holdings Defendants entered into an agreement with
Investor 1, which stated that Huaxia lacked financing to launch its products in China
and Investor 1’s investments had “little, if any, value.”  As a result of the lack of
value, Investor 1 agreed to sell all his investment interests, representing about $5.9
million, back to the Standard Holdings Defendants for a total of $50,000.  Luke
Dencer signed the agreement as CEO of both Standard Holdings and Huaxia.  Tayt
Dencer signed the agreement as the transferor of the $50,000.
95. Tayt Dencer knew owner’s equity was negative because he drafted the
March 2021 financial statement reflecting the negative equity.  Tayt Dencer admitted
in testimony in the SEC’s investigation that he knew the companies were “losing
money” at the time the 2021 financial statement was created.  Tayt Dencer also had
access to the Standard Holdings bank accounts, through Luke Dencer, and knew or
was reckless or negligent in not knowing that the funds were depleted.  In fact, Tayt
Dencer was responsible for depleting a significant portion of the company’s funds on
his own personal expenses.

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96. A reasonable investor would consider it important to know whether his
or her investments were worthless instead of valued at tens of millions of dollars, as
represented.
97. Based on the facts alleged above, Tayt Dencer intentionally, knowingly,
recklessly, and/or negligently carried out a fraudulent scheme by making materially
false and misleading statements to an investor about the value of his investments.
98. Because, at all relevant times, Tayt Dencer and Luke Dencer exercised
control over Standard Holdings and Huaxia, the Dencers’ knowledge, recklessness,
and negligence, as detailed above, is imputed to Standard Holdings and Huaxia.
FACTUAL ALLEGATIONS WITH RESPECT TO BUTLER
99. During the Relevant Period, Butler regularly solicited investors to
purchase more than one million shares of Huaxia Class A common stock.  Butler
raised a total of about $2,357,000 from these investors for Standard Holdings and
Huaxia.  Butler received transaction-based compensation for selling these shares of
Huaxia Class A common stock to investors.  At the time, Butler was not associated
with any registered broker-dealer.
100. Through his conduct, Butler was engaged in the business of effecting
transactions in Huaxia stock during the Relevant Period, but was not registered as a
broker with the SEC, as required by the federal securities laws.
Butler Was An Active Finder of Investors
101. Butler solicited about 15 of the total investors in Huaxia.  Most of these
investors had been his customers when he previously was associated with a registered
broker-dealer, which he left on April 17, 2019.  While he was associated with a
registered broker-dealer, Butler had solicited these customers to purchase securities
of other issuers.  Butler solicited these customers to invest in Huaxia after he left the
registered broker-dealer.  Even after Butler left the registered broker-dealer, at least
one of these investors continued to refer to Butler as his stockbroker.

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Butler Regularly Participated In Securities Transactions Involving Huaxia Stock
102. From April 2019 to at least July 2022, Butler regularly solicited
investors to invest a total of approximately $2,357,000 in about 75 transactions in
which 15 investors were sold a total of about 1.15 million shares of Huaxia Class A
common stock, including investors who resided in the District.  At the time, Butler
was not associated with any registered broker-dealer.
103. Butler discussed the Huaxia investments with investors in phone calls,
text messages, and emails, and he emailed investment materials to investors.
Butler Was Involved In Negotiations Between Issuers And Investors
104. During the Relevant Period, Butler was involved in the negotiation and
execution of investment agreements for Huaxia Class A common stock.  Butler
communicated directly to investors by phone, email, and text messages about
potential investment terms.  Butler then relayed those terms to principals of Standard
Holdings and Huaxia, who resided in the Los Angeles area, for approval.  Butler also
helped negotiate repayment extensions for investors’ promissory notes, which
included selling them more shares of Huaxia Class A common stock.
105. Butler also relayed information about investment terms to the Standard
Holdings Employee, who was responsible for finalizing the written investment
agreements, including subscription agreements and promissory notes.  Butler emailed
subscription agreements and promissory notes to investors which detailed the number
of shares of Huaxia Class A common stock the investors were purchasing.  He also
provided wire instructions directing investors to send their money to a bank account
in Encino, California in the name of Standard Holdings or asked the Standard
Holdings Employee to do so.
106. For example, from at least December 2019 through the end of 2020,
Butler solicited four investments from an investor, Investor 6,    for a total investment
of $65,000 to purchase 47,142 shares of Huaxia Series A common stock.

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107. Butler solicited Investor 6 by telephone and text messages, arranged for
Investor 6   to receive access to an online data room containing documents regarding
Huaxia’s purported business, arranged a   call for Investor 6   to speak with a principal
of Standard Holdings and Huaxia about the investment, discussed investment terms
with Investor 6, asked the Standard Holdings Employee to send subscription
agreements to Investor 6, provided Investor 6   with wire instructions for Standard
Holdings’ bank account, and notified a principal of Standard Holdings when Investor
6’s wire transfers would be deposited in Standard Holdings’ bank account.
108. Huaxia’s internal documents credit Butler with raising each of the four
investments from Investor 6.
Butler Received Transaction-
Based Compensation
109. Butler received transaction-based compensation for selling shares of
Huaxia Class A common stock to investors.  Standard Holdings paid Butler at least
$235,700, which was about 10% of the money he raised from investors.  One of
Standard Holdings’ principals wired these funds to Butler from a Standard Holdings
bank account held at a branch of the bank in Encino, California.
110. For example, in April 2021, Butler solicited a $50,000 investment from
an investor, Investor 7,    and asked a principal of Standard Holdings to confirm when
the funds arrived in Standard Holdings’ bank account.  After receiving confirmation
that Investor 7’s money had been deposited, Butler requested a $5,000 payment.
Bank records show that the same day Investor 7   transferred $50,000 to a Standard
Holdings bank account, $5,000 was transferred from a Standard Holdings bank
account to Butler’s bank account.
Butler Was Not Registered As A Broker While Acting As One
111. Since April 17, 2019, while Butler was engaging in the business of
effecting transactions in shares of Huaxia Class A common stock for the account of
others, Butler was not registered as a broker, was not associated with any registered
broker-dealer, and did not meet any exemption to the registration requirements.

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FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 thereunder
(against all Standard Holdings Defendants)
112. The SEC realleges and incorporates by reference paragraphs 1 through
111 above.
113. By engaging in the conduct described above, the Standard Holdings
Defendants directly or indirectly, singly or in concert with others, in connection with
the purchase or sale of a security and by the use of means or instrumentalities of
interstate commerce, or the mails, with scienter:  (a) employed devices, schemes, or
artifices to defraud; (b) made one or more untrue statements of a material fact or
omitted to state one or more material facts necessary in order to make the statements
made, in the light of the circumstances under which they were made, not misleading;
and (c) engaged in acts, practices or courses of business which operated or would
operate as a fraud or deceit upon the purchasers of securities offered or sold by the
Standard Holdings Defendants, and other persons.
114. By reason of the conduct described above, the Standard Holdings
Defendants violated, and unless restrained and enjoined will continue to violate,
Section 10(b) of the Exchange Act, 15 U.S.C. §78j(b), and Rule 10b-5 thereunder, 17
C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(against all Standard Holdings Defendants)
115. The SEC realleges and incorporates by reference paragraphs 1 through
114 above.
116. By engaging in the conduct described above, the Standard Holdings
Defendants, singly or in concert with others, in the offer or sale of securities, by the
use of means or instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly:  (a) while acting knowingly or

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recklessly, employed devices, schemes, or artifices to defraud; (b) while acting
knowingly, recklessly, or negligently, obtained money or property by means of untrue
statements of a material fact or by omitting to state a material fact necessary in order
to make the statements made, in light of the circumstances under which they were
made, not misleading; and (c) while acting knowingly, recklessly, or negligently,
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchasers of securities offered or sold by the
Standard Holdings Defendants.
117. By reason of the conduct described above, the Standard Holdings
Defendants violated Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a).
THIRD CLAIM FOR RELIEF
Control Person Violations of Exchange Act Section 10(b) and Rule 10b-5
thereunder, pursuant to Exchange Act Section 20(a)
(against Tayt Dencer and Luke Dencer)
118. The SEC realleges and incorporates by reference paragraphs 1 through
117 above.
119. At all relevant times herein, Defendants Tayt Dencer and Luke Dencer
were control persons of Standard Holdings and Huaxia because they possessed,
directly or indirectly, and exercised actual control over the operations of Standard
Holdings and Huaxia.
120. Specifically, Tayt Dencer founded Standard Holdings and Huaxia and
holds himself out as executive chairman of Standard Holdings, the parent of Huaxia.
Luke Dencer founded Standard Holdings and Huaxia and holds himself out as the
president, secretary, treasurer, and a director of Standard Holdings and as a director
and CEO of Huaxia.  Tayt Dencer and Luke Dencer jointly control all business
operations of Standard Holdings and Huaxia.  Accordingly, Tayt Dencer and Luke
Dencer were control persons for Standard Holdings and Huaxia within the meaning
of Section 20(a) of the Exchange Act.

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121. Luke Dencer is the signatory on all relevant bank accounts and
improperly directed transfers out of the Standard Holdings accounts for the personal
expenses of himself and Tayt Dencer.  Tayt Dencer had access to the Standard
Holdings accounts through Luke Dencer and personal debit cards.  Luke Dencer and
Tayt Dencer reviewed and approved the terms of investor agreements involving
Standard Holdings and Huaxia.  Luke Dencer signed, or authorized another employee
to sign on his behalf, agreements with investors.    Tayt Dencer and Luke Dencer
directly or indirectly induced Standard Holdings and Huaxia to misuse and
misappropriate investor money.  They also directly or indirectly induced Standard
Holdings’ and Huaxia’s false and misleading statements.  Tayt Dencer and Luke
Dencer did not act in good faith as to any of this conduct.
122. Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C.
§   78t(a), Defendants Tayt Dencer and Luke Dencer are jointly and severally liable to
the SEC to the same extent that Standard Holdings and Huaxia are liable for their
respective violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder.
FOURTH CLAIM FOR RELIEF
Violation of Section 15(a)(1) of the Exchange Act
(against Butler)
123. The SEC realleges and incorporates by reference paragraphs 1 through
122 above.
124. By engaging in the conduct described above, Defendant Butler used the
mails and the means and instrumentalities of interstate commerce to effect
transactions in, or induce or attempt to induce the purchase or sale of, securities for
the account of others without registering as a broker-dealer with the Commission,
associating with a broker-dealer registered with the Commission, or having an
exemption or exception from such registration.

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125. By reason of the foregoing, Defendant Butler violated, and unless
restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange
Act, 15 U.S.C. § 78o(a)(1).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court enter a Final
Judgment:
I.
Finding that Defendants Tayt Dencer, Luke Dencer, Standard Holdings,
Huaxia, and Butler committed the violations alleged in this Complaint;
II.
Permanently restraining and enjoining D efendants Tayt Dencer, Luke Dencer,
Standard Holdings, and Huaxia from violating Section 17(a) of the Securities Act, 15
U.S.C. § 77q(a), Section 10(b) of the Exchange Act, 15 U.S.C. §§ 78j(b),  and Rule
10b-5 thereunder, 17 C.F.R. § 240.10b-5;
III.
Permanently prohibiting Defendants Tayt Dencer and Luke Dencer, under
Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and Sections 2l(d)(2) of the
Exchange Act, 15 U.S.C. § 78u(d)(2), from acting as an   officer or director of any
issuer that has a class of securities registered under Section 12 of the Exchange Act,
15 U.S.C. § 78l, or that is required to file reports pursuant to Section 15(d) of the
Exchange Act, 15 U.S.C. § 78o(d);
IV.
Permanently enjoining Defendants   Tayt Dencer and Luke Dencer from directly
or indirectly, including,  but not limited to, through an entity owned or controlled by
them, participating in the issuance, purchase, offer, or sale of any security; provided,
however, that such injunctions shall not prevent Tayt Dencer or Luke Dencer from
purchasing or selling securities listed on a national securities exchange for their own
personal accounts;

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V.
Ordering D efendants Tayt Dencer and Luke Dencer, jointly and severally with
each other, jointly and severally with Defendant Standard Holdings, and jointly and
severally with Defendant Huaxia,  to disgorge all ill-gotten gains they received
directly or indirectly as a result of the alleged violations, and ordering Defendant
Butler to disgorge all ill-gotten gains or unjust enrichment derived from the activities
set forth in this Complaint, together with prejudgment interest thereon, pursuant to
Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act, 15 U.S.C.
§§ 78u(d)(3), 78u(d)(5), and 78u(d)(7);
VI.
Ordering Defendants Tayt Dencer, Luke Dencer, Standard Holdings, and
Huaxia to pay civil monetary penalties under Section 20(d) of the Securities Act, 15
U.S.C. § 77t(d),  and Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3),
and ordering Defendant Dennis Butler to pay civil monetary penalties under Section
21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3);
VII.
 Permanently enjoining Defendant Butler from, directly or indirectly, violating
Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1); and
VIII.
Granting such other and further relief as this Court may deem just and proper.

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DEMAND FOR JURY TRIAL
 Pursuant to Rule 38 of the Federal Rules   of Civil Procedure, the SEC demands
trial by jury.
Dated: December 10, 2024

/s/ Stephen T. Kam
STEPHEN T. KAM, Local Counsel
JOHN J.   TODOR (pro hac vice pending)
STEPHEN M. LEBLANC (pro hac vice
pending)
CHRISTOPHER BOLYAI (pro hac vice
pending)

Attorneys for Plaintiff
Securities and Exchange Commission

Of counsel:
 James Connor
 Lisa Deitch

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JOHN J. TODOR (DC Bar No. 479798) 
pro hac vice pending    
Email: [email protected] 
STEPHEN M. LEBLANC (DC Bar No. 994632) 
pro hac vice pending 
Email: [email protected]  
CHRISTOPHER BOLYAI (DC Bar No. 1012113) 
pro hac vice pending 
Email: [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
100 F Street, NE 
Washington, D.C. 20549 
Telephone: (202) 551-5381 

LOCAL COUNSEL 
STEPHEN KAM (Cal. Bar No. 327576) 
Email: [email protected] 
Securities and Exchange Commission 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

Western Division 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

FREDERICK TAYTON DENCER, LUKE 
ABELARD DENCER, STANDARD 
HOLDINGS, INC., STANDARD HUAXIA, 
LTD., and DENNIS EDWARD BUTLER, 

Defendants. 

Case No. 

COMPLAINT 

DEMAND FOR JURY TRIAL 

2:24-cv-10622

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

against Defendants Frederick Tayton Dencer (“Tayt Dencer”), Luke Abelard Dencer 

(“Luke Dencer”), Standard Holdings, Inc. (“Standard Holdings”), and Standard 

Huaxia, Ltd. (“Huaxia”) (collectively, “Standard Holdings Defendants”), and 

Defendant Dennis Edward Butler (“Butler”), alleges as follows: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action under Sections 20(b), 

20(d)(1), and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1), and 77v(a), and Sections 21(d), 21(e), and 27(a) of the Securities 

Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d), 78u(e), and 78aa(a). 

2. Defendants Tayt Dencer, Luke Dencer, Standard Holdings, Huaxia, and 

Butler have, directly or indirectly, used the means or instrumentalities of interstate 

commerce in connection with the transactions, acts, practices, and courses of business 

alleged in this complaint.  

3. Venue is proper in this district under Section 22(a) of the Securities Act, 

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

because certain transactions, acts, practices, and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district as to the Standard Holdings Defendants because 

Defendants Tayt Dencer and Luke Dencer reside in this district, and the principal 

places of business of Defendants Standard Holdings and Huaxia are in this district. 

This civil action should be assigned to the Western Division because a substantial 

part of the events or omissions giving rise to the SEC’s claims occurred in Los 

Angeles County, Defendants Tayt Dencer and Luke Dencer reside within Los 

Angeles County, and the principal places of business of Defendants Standard 

Holdings and Huaxia are in Los Angeles County. 

4. Venue is also proper in this district as to defendant Butler under Section 

27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), because acts and transactions 

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constituting violations of the federal securities laws occurred within this District, 

including that the securities issuer for whom Butler sold securities as an unregistered 

broker (further described below) has its principal place of business in this District and 

investors that Butler solicited to purchase such securities reside in this District.  

SUMMARY 

5. From late 2017 to at least 2023 (the “Relevant Period”), the Standard 

Holdings Defendants defrauded at least 40 investors out of millions of dollars, which 

Defendants Tayt Dencer and his son, Luke Dencer, misappropriated to fund their 

lavish lifestyle.  Defendants Tayt Dencer and Luke Dencer, and their companies, Los 

Angeles County-based Standard Holdings and Huaxia, raised over $17 million from 

approximately 40 investors purportedly to form a company to provide streaming 

content to China via an app.  Defendants offered and sold investors shares of 

common stock and promissory notes, and promised investors that their funds would 

be used towards launching the streaming business.   

6. In reality, however, the Standard Holdings Defendants sold investors 

shares of stock that had not actually been created or issued, misappropriated millions 

of dollars of investor funds, misused certain investors’ money to make Ponzi-like 

payments to other investors, and made numerous false and misleading statements to 

investors about the use, value, and safeguarding of their investments.  Tayt Dencer 

and Luke Dencer used investors’ money to fund their luxurious lifestyle, including 

spending millions on homes, luxury cars, designer clothes and jewelry, vacations and 

gifts for family and girlfriends, and hundreds of thousands of dollars in cash 

withdrawals.   

7. Despite raising millions of dollars over seven years through offering and 

selling Standard Holdings and Huaxia securities, the Standard Holdings Defendants 

never had an app or content ready to distribute in China, had no agreements to 

provide any streaming services in China, and they depleted nearly all of the $17 

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million raised from investors, using millions of it to enrich themselves.  Most, if not 

all, of the investors’ investments are now worthless. 

8. For his part, Butler served as an unregistered broker on behalf of 

Standard Holdings and Huaxia by engaging in the business of effecting transactions 

in securities for the account of others.  Specifically, from 2019 through at least July 

2022, Butler raised over $2.3 million for Standard Holdings and Huaxia by selling 

securities — approximately 1.15 million shares of Huaxia Class A common stock — 

to 15 investors in at least 75 transactions.  Butler earned at least $235,700 in 

transaction-based compensation from those sales. 

9. By engaging in the conduct alleged in this Complaint, the Standard 

Holdings Defendants violated the antifraud provisions of Section 17(a) of the 

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

§78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.  Tayt Dencer and Luke 

Dencer are also liable as control persons for Standard Holdings’ and Huaxia’s 

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

to Section 20(a) of the Exchange Act. 

10. By engaging in the conduct alleged in this Complaint, Butler acted as a 

broker as defined by Section 3(a) of the Exchange Act, 15 U.S.C. § 78c(a)(4)(A), but 

was not registered as a broker-dealer and was not associated with a registered broker-

dealer.  As a result of this conduct, Butler violated the broker-dealer registration 

provisions under Section 15(a) of the Exchange Act, 15 U.S.C. § 78o(a). 

11. The SEC seeks a judgment from the Court as set forth more fully in the 

Prayer for Relief below: (i) permanently enjoining the Standard Holdings Defendants 

from violating Securities Act Section 17(a), 15 U.S.C. §77q(a), and Exchange Act 

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

(ii) directing Defendants to disgorge all ill-gotten gains derived from the acts and/or 

courses of conduct complained of, plus prejudgment interest thereon; (iii) directing 

Defendants to pay civil money penalties; (iv) barring Tayt Dencer and Luke Dencer 

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from serving as an officer or director of a public company; (v) permanently enjoining 

Tayt Dencer and Luke Dencer from, directly or indirectly, participating in the 

issuance, purchase, offer, or sale of any security provided that such injunction shall 

not prevent them from purchasing or selling securities for their own personal 

accounts; (vi) permanently enjoining Butler from violating Section 15(a)(1) of the 

Exchange Act, 15 U.S.C. § 78o(a)(1); and (vii) granting such other relief as this Court 

may determine to be just, equitable, and necessary. 

DEFENDANTS 

12. Frederick Tayton Dencer (“Tayt Dencer”), age 68, is a resident of Los 

Angeles, California.  Tayt Dencer and his son, Luke Dencer, founded, control, and 

operate Standard Holdings and Huaxia.  Tayt Dencer also holds himself out as 

executive chairman of Standard Holdings.   

13. In 2009, the Alabama Securities Commission ordered Tayt Dencer to 

cease and desist from offering and selling any securities in the state of Alabama based 

on findings that he (i) offered and sold unregistered securities to an Alabama investor 

— stock, promissory notes, and a put contract for which an investor reported 

receiving no return or repayment for a $650,000 investment; and (ii) offered and sold 

such securities without properly registering as a broker-dealer with the state of 

Alabama.  In 2015, the California State Bar disbarred Tayt Dencer as an attorney for, 

among other things, issuing five checks totaling $65,000 when he knew or should 

have known there were insufficient funds to pay the checks. 

14. Tayt Dencer is listed as executive vice president of Cur Holdings, Inc. in 

several filings with the SEC in December 2017.  Tayt and Luke Dencer were involved 

in raising money from investors through Cur Holdings for a prior unsuccessful music 

streaming public company, Cur Media, Inc.  In June 2021, the SEC revoked the 

registration of securities of Cur Media because it was delinquent in its filings.  

15. Luke Abelard Dencer (“Luke Dencer”), age 36, is a resident of 

Encino, California.  Luke Dencer is listed as the president, secretary, treasurer, and a 

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director of Standard Holdings in incorporation documents.  Luke Dencer is listed as a 

director of Huaxia in certain corporate documents.  Luke and his father, Tayt Dencer, 

founded, control, and operate Standard Holdings and Huaxia.   

16. Luke Dencer signed several filings with the SEC in 2017 and 2018 as the 

vice president and secretary of Cur Holdings, Inc.  Luke and Tayt Dencer were 

involved in raising money from investors through Cur Holdings for Cur Media, Inc., 

prior to the SEC revoking the registration of Cur Media’s securities. 

17. Standard Holdings, Inc. (“Standard Holdings”) is a Nevada company 

with its principal place of business in Encino, California.  Standard Holdings founded 

Huaxia as a wholly owned subsidiary and was involved in all aspects of Huaxia’s 

business affairs, including raising money from investors. 

18. Standard Huaxia, Ltd. (“Huaxia”) was formed by Standard Holdings 

as its wholly owned subsidiary and was incorporated in Hong Kong in May 2018.  

Huaxia’s business is conducted in Encino, California.  Investors in Huaxia were 

provided Tarzana, California or New York, New York addresses for Huaxia.   

19. Dennis Edward Butler (“Butler”), age 47, is a resident of Westwood, 

New Jersey.  From 2002 to April 16, 2019, Butler was associated with over a dozen 

different registered broker-dealers.  Since April 17, 2019, Butler has not been 

registered as a broker or associated with any registered broker-dealer.  Butler raised 

money from investors for Standard Holdings and its subsidiary, Standard Huaxia, 

Ltd.   

20. Each of the Defendants entered into agreements with the SEC in which 

they agreed to toll, for various periods and various lengths of time, any statute of 

limitations applicable to the conduct and claims alleged herein.  The tolling 

agreements for each Defendant cover the period between September 22, 2023, 

through December 11, 2024. 

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FACTUAL ALLEGATIONS WITH RESPECT TO STANDARD HOLDINGS 

DEFENDANTS 

A. The Purported Business of Standard Holdings and Huaxia 

21. Tayt Dencer and Luke Dencer founded, operated, and controlled 

Standard Holdings and Huaxia.  Tayt Dencer holds himself out as executive chairman 

of Standard Holdings.  Luke Dencer is the only officer of Standard Holdings and also 

serves as a director.   

22. In May 2018, Standard Holdings formed Huaxia as a wholly owned 

subsidiary incorporated under Hong Kong law.  Luke Dencer is listed in certain 

company documents as the CEO and only director of Huaxia.    

23. Tayt and Luke Dencer operated Standard Holdings and Huaxia from 

several addresses in the Los Angeles, California area.  Starting in 2017, the Standard 

Holdings Defendants told investors that the companies were developing an app that 

would stream content to China.  The Standard Holdings Defendants initially stated 

that they planned to stream music into China.  By 2019, the Standard Holdings 

Defendants changed their purported business plans to provide educational content to 

children in China.   

24. Tayt and Luke Dencer told several investors that they planned to take the 

companies public through an IPO.  For example, in June 2020, Tayt Dencer emailed 

an investor about his plan to take the companies public through an IPO in the United 

States or China.  In June 2022, Luke Dencer sent a text message to an investor 

discussing plans to take the companies public through an IPO.   

B. The Standard Holdings Defendants Offered and Sold Securities In 

the Form of Stock and Promissory Notes 

25. During the Relevant Period, Tayt and Luke Dencer raised more than $17 

million from at least 40 investors for Standard Holdings and Huaxia by offering and 

selling shares of stock and promissory notes. 

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26. Most investors were located in the United States and some were elderly.  

Tayt Dencer had phone conversations with a number of potential and existing 

investors to explain the business and negotiate the terms of their investments.  Tayt 

Dencer also met in person with some investors in the United States.  Luke Dencer 

solicited prospective investors in phone conversations and personal meetings, and 

provided updates to existing investors in phone conversations, text messages, and 

emails.   

27. Certain representations to investors were documented in subscription 

agreements for shares of Huaxia stock, offering term sheets, promissory notes in 

exchange for repayment of principal plus shares of Huaxia stock, investor 

presentations, emails, and text messages.  Luke Dencer signed some investor 

agreements and he authorized an employee of Standard Holdings (the “Standard 

Holdings Employee”) to sign agreements for other investors.  Some investor 

agreements instructed investors to send executed copies to an email address for Luke 

Dencer or to Huaxia’s mailing address to Luke Dencer’s attention.  Tayt Dencer 

reviewed the form investor agreements.  He also negotiated and approved the final 

investment terms for numerous investors. 

28. Additionally, the Standard Holdings Defendants paid Butler to solicit 

investors for Huaxia.  From April 2019 to at least July 2022, Butler solicited about 15 

investors to invest over $2.3 million of the total amount raised.  Butler did this in 

about 75 transactions involving the sale of about 1.15 million shares of Huaxia series 

A common stock.  As set forth below, Butler operated as an unregistered broker on 

behalf of Standard Holdings and Huaxia in violation of the federal securities laws. 

29. Standard Holdings also retained the Standard Holdings Employee 

located in New Jersey to manage the investor onboarding process.   

30. The chart below shows the approximate amounts that the Standard 

Holdings Defendants raised, number of investors, and time periods for offerings of 

securities involving stock and promissory notes: 

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Type of Offering Amount Raised Investors Time Period 

Standard Holdings promissory 
notes, which were purportedly 
converted into Huaxia Class A 
common shares 

$4,250,000 1 11/2017 – 10/2018 

Huaxia Class B common shares $500,000 1 07/2018 

Huaxia promissory notes that 
included sales of Class A 
common shares 

$1,730,000 19 09/2018 – 07/2020 

Huaxia class A common shares $5,930,000 24 09/2018 – 07/2022 

Huaxia class A preferred shares $3,000,000 1 03/2022 

Huaxia class A common shares $1,650,000 2 2023 

Total Raised $17,060,000   

C. The Standard Holdings Defendants Fraudulently Sold Investors 

Stock that Did not Exist  

31. From November 2017 through March 2022, the Standard Holdings 

Defendants sold more than 9.2 million Class A or Class B common shares of Huaxia 

stock to approximately 35 investors through debt or equity investments totaling 

approximately $12 million.  Under the subscription agreements, the investors 

irrevocably applied to acquire shares of Huaxia and paid consideration for the right to 

purchase such shares.  Subscription agreements noted the number of shares each 

investor was acquiring, as well as each investor’s percentage of equity ownership of 

Huaxia represented by the shares.  Huaxia accepted the subscriptions and the 

investors wired their funds to the Standard Holdings bank account, which was 

controlled by Luke Dencer and Tayt Dencer.1  Accompanying promissory notes 

 
1 Luke Dencer was the signatory on Standard Holdings’ three bank accounts located 
at a bank branch office in Encino, California.  Luke Dencer discussed expenditures 
 

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reiterated the quantity of Huaxia shares set forth in the subscription agreements and 

stated that in consideration for the investments, Huaxia agreed to issue the shares to 

the investors.   

32. In fact, as Tayt Dencer and Luke Dencer knew or were reckless and/or 

negligent in not knowing, this stock had not actually been created and was never 

issued to most investors.  When Huaxia was formed in 2018, only 10,000 ordinary 

shares were created and all were owned by and issued to Standard Holdings.  On 

October 22, 2018, Huaxia’s then director in Hong Kong signed a resolution 

subdividing the 10,000 ordinary shares into 100 million ordinary shares, but still no 

Class A or Class B common shares were created or issued to investors.   

33. Internal Huaxia capitalization tables from 2019 through 2021 

documented: (1) all shares were still owned by Standard Holdings; (2) a board 

resolution was needed to convert the 100 million Huaxia shares into Class A and 

Class B shares; and (3) the Class A and Class B shares that needed to be issued to 

various individual investors.  Luke Dencer testified in the SEC’s investigation that he 

often reviewed versions of the company’s capitalization table.   

34. Internal drafts of Huaxia corporate filings for the Hong Kong Companies 

Registry, dated May 2020 and May 2021, state that Huaxia had only 40 million 

ordinary shares and all were owned by Standard Holdings. 

35. It was not until March 14, 2022, that Luke Dencer and Huaxia created 

shares of Class A and Class B common stock — nearly four and a half years after 

Standard Holdings Defendants had already sold millions of these shares to investors.  

In March 2022, a prospective investor questioned whether Huaxia had authorized and 

issued the shares it was about to purchase.  Shortly thereafter, Luke Dencer signed a 

resolution to create Class A and Class B common stock for Huaxia.  The resolution 

also provided that 15 million Class A common shares would be set aside with the 

 
from these accounts with his father and gave his father access to the bank accounts 
through debit cards. 

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intention to be issued and held by Standard Holdings as nominee for various investors 

and 500,000 Class B common shares would be issued and held by Standard Holdings 

as nominee for a specific investor.  When the Standard Holdings’ Employee sought 

Luke Dencer’s signature on the draft resolution, the Standard Holdings Employee 

texted that “we were supposed to have had it for three years.”  Luke Dencer and the 

Standard Holdings employee then backdated the resolution to December 13, 2019.   

36. On March 15, 2022, the day after Luke signed the backdated resolution, 

the employee emailed the prospective investor, copying Luke and Tayt Dencer, 

explaining that Huaxia had created and issued to the investor the shares the investor 

was acquiring.  Most other investors were never issued shares. 

37. Before the shares were actually created in March 2022, Tayt and Luke 

Dencer actively solicited investors to buy Huaxia Class A and Class B common 

stock.  For example, in 2018 and 2019, Tayt Dencer had telephone calls and emails 

with numerous investors to offer and sell Class A common shares in Huaxia.  

Numerous investors then purchased such shares based on Tayt Dencer’s 

representations about the investments, including the amount of shares they were 

purchasing.  Luke Dencer also had telephone calls with investors discussing 

investments in Huaxia Class A common shares.  Luke Dencer signed term sheets and 

promissory notes selling Huaxia Class A common shares and authorized the Standard 

Holdings Employee to sign accompanying subscription agreements on his behalf.  

Tayt and Luke Dencer had final approval over the terms of all investor agreements. 

38. The Dencers knew or were reckless or negligent in not knowing that the 

Huaxia Class A and Class B common stock they were purportedly selling to investors 

did not exist prior to March 2022.  Tayt Dencer controlled and operated Huaxia, 

along with Luke Dencer.  Tayt Dencer testified in the SEC’s investigation that he 

knew Huaxia did not have Series A and Series B common shares prior to the 

resolution signed in March 2022 and backdated to December 2019, and that he knew 

Huaxia needed these shares for investors. 

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39. Luke Dencer was the founder and director of Huaxia, the only officer 

and owner of its parent company Standard Holdings, and he controlled and operated 

both companies along with Tayt Dencer.  Only Luke Dencer could sign the resolution 

authorizing the creation of the Class A or Class B common shares as he was the only 

director of Huaxia at the time.  He knew that he had not signed a resolution to create 

Class A or Class B common shares until March 2022, and he admitted in testimony in 

the SEC’s investigation that shares were never issued to most investors.   

40. Complaints from at least one investor put the Dencers on notice that 

investors were not receiving the shares of Huaxia stock that they were sold.  In 

October 2019, the Standard Holdings Employee forwarded to Tayt and Luke Dencer 

an email from an attorney for the estate of a deceased investor, Investor 2, who had 

invested $50,000 under a promissory note.  Under the promissory note, Huaxia 

provided the investor 57,143 shares of Series A common stock as additional 

consideration for the loan.  The attorney complained that no stock certificate was ever 

executed or delivered, and he demanded the return of Investor 2’s $50,000 for 

“securities which were never obtained.”  Despite receiving this complaint in 2019, 

Luke and Tayt Dencer took no steps to create and issue Class A common shares in 

Huaxia for more than two years, and they continued to offer and sell millions of 

shares of this purported stock to other investors. 

41. In deciding whether to invest in Huaxia Class A and Class B common 

stock, reasonable investors considered it important to know that the shares they were 

purportedly purchasing had not been created or issued.  One institutional investor 

asked the Standard Holdings Defendants during negotiations about the “process of 

new share issuances” because the investor “need[ed] to be sure we are in effective 

possession of the shares.”  Similarly, the attorney for the estate of the deceased 

investor demanded return of the entire investment in part because the Standard 

Holdings Defendants never issued the stock certificates.  

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42. Based on the facts alleged above, the Standard Holdings Defendants 

intentionally, knowingly, recklessly, and/or negligently carried out their fraudulent 

scheme by selling shares of stock that had not been created or issued. 

D. The Standard Holdings Defendants Misappropriated and Misused 

Millions of Dollars of Investors’ Money 

1. The Dencers and Standard Holdings Misappropriated More 

than $900,000 from the Largest Investor’s First Two 

Investments  

43. From the start of the scheme in 2017, the Dencers misappropriated 

investor funds.  The first investor in the Standard Holdings Defendants’ business was 

an individual, “Investor 1,” through an entity he owned and controlled.  The Dencers 

had personal meetings, regular telephone calls, and email exchanges with Investor 1 

to solicit investments and discuss the status of existing investments.  Tayt Dencer told 

Investor 1 that his initial investments in Standard Holdings and his subsequent 

investments in Huaxia would be used to develop a streaming app business that would 

provide content into China.   

44. In November 2017, Investor 1 invested $1.25 million in Standard 

Holdings under a promissory note payable by Standard Holdings and secured by 

stock warrants2 owned by Standard Holdings that were described as securities.  This 

investment was later purportedly converted to shares of Series A common stock in 

Huaxia.  Luke Dencer signed the promissory note on behalf of Standard Holdings. 

45. In March 2018, Investor 1 invested another $3 million in Standard 

Holdings under a similar promissory note payable by Standard Holdings and secured 

by stock warrants owned by Standard Holdings.  This investment was later 

purportedly converted to shares of Series A common stock in Huaxia.  Luke Dencer’s 

 
2 A stock warrant is a contract between a company and an investor giving the investor 
the right to buy or sell the company’s stock within a certain time frame for a specific 
price. 

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name is listed as the signatory on the promissory note for Standard Holdings.  The 

Standard Holdings Defendants raised a total of $4.25 million from Investor 1 from 

the November 2017 and March 2018 investments. 

46. Contrary to Tayt Dencer’s representations to Investor 1 that investor 

funds would be used to develop a streaming business, the Dencers immediately began 

spending Investor 1’s money for their lavish personal expenses.  In fact, right after 

Investor 1’s first investment of $1.25 million in late November 2017, Tayt Dencer 

told a friend that the Standard Holdings checking account — used to hold Investor 1’s 

money — was Tayt Dencer’s personal bank account.  Tayt Dencer had no actual 

personal bank accounts throughout the Relevant Period and instead used the Standard 

Holdings back account as his own.   

47. In just the first six months after Investor 1’s first two investments, the 

Dencers misappropriated at least $900,000.  They used this money to pay for personal 

expenses, such as paying their personal credit card bills; lease payments for Luke 

Dencer’s home; luxury vehicles for the Dencers and Luke Dencer’s wife; designer 

clothes and jewelry; a private detective to follow two of Tayt Dencer’s girlfriends; 

restitution payments owed by Tayt Dencer in a prior unrelated Alabama criminal 

case; over $300,000 in checks, ATM withdrawals, and wire transfers for themselves, 

friends, and family members; and a host of other personal expenses unrelated to the 

business of Standard Holdings and Huaxia.   

48. For example, on November 27, 2017, Standard Holdings’ checking 

account had an ending balance of $2,553.01.  On November 28, 2017, Investor 1’s 

$1.25 million was transferred into that checking account for his first investment in 

Standard Holdings.  Over the next two weeks there were no further deposits into the 

account aside from $582.95 in retail and fee refunds.  During those two weeks, the 

Dencers made the following payments from the checking account:  

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a. On November 29, 2017, Luke Dencer withdrew $20,000 in cash from a 

local bank branch, which he then deposited into his personal checking account 

later that day; 

b. On November 29, 2017, Luke Dencer wrote himself a check for an 

additional $9,500; 

c. Between November 30, 2017 and December 12, 2017, $21,331 in 

payments were made to Super Eye Investigations, a private detective firm hired 

by Tayt Dencer to follow two of his girlfriends; 

d. On December 1, 2017, Tayt Dencer’s debit card was used to pay 

$179.85 to Elitesingles.com, an online dating service;  

e. On December 6, 2017, Luke Dencer’s debit card was used to pay $92.15 

to LA Sports Massage, a massage provider in Los Angeles, California; 

f. On December 7, 2017, Luke Dencer’s debit card was used to pay two 

transactions totaling $8,668.20 to Sit ‘N Sleep, a mattress store; and 

g. On December 8, 2017, $120,000 was transferred to the bank account of 

Tayt Dencer’s attorney in Alabama, which was then used towards restitution 

payments Tayt Dencer was ordered to pay in an unrelated criminal securities 

fraud case in Alabama involving conduct from 2006 to 2008. 

49. Tayt and Luke Dencer both admitted in testimony in the SEC’s 

investigation that they used investor funds in the Standard Holdings bank accounts 

for personal expenses.   

50. Given their role in misappropriating money, Tayt and Luke Dencer knew 

or were reckless or negligent in not knowing that the statements about the use of 

Investor 1’s money for business purposes were false. 

51. When deciding whether to invest in Standard Holdings, investors would 

have considered it important to know that the Dencers would use the funds for 

personal expenses unrelated to the purported business of Standard Holdings. 

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52. Based on the facts alleged above, the Dencers and Standard Holdings 

intentionally, knowingly, recklessly, and/or negligently made materially false and 

misleading statements to Investor 1 regarding the use of his investment funds and 

carried out a fraudulent scheme by misappropriating Investor 1’s funds. 

2. The Standard Holdings Defendants Misappropriated Other 

Investors’ Funds, Misrepresented How their Funds Would Be 

Used, and Failed to Safeguard $4.5 Million of Investor Funds 

in a Segregated Account, as Promised 

53. Between September 6, 2018, and March 13, 2022, the Standard Holdings 

Defendants raised more than $4.5 million in investments in Huaxia from several other 

investors in addition to the $4.25 million previously raised from Investor 1.  These 

investors purchased Class A common shares in Huaxia through promissory notes and 

equity investments.   

54. Promissory notes and offering term sheets associated with these 

investments stated that investor funds would be used for Huaxia’s streaming business, 

including developing the software, advertising, and launching the business in China.  

For example, promissory notes associated with these investments state, “[Huaxia] 

certifies that the loan evidenced by this Note is obtained for business or commercial 

purposes and that the proceeds thereof will not be used primarily for personal, family, 

household or agricultural purposes.”   

55. Term sheets issued to investors state, “After deducting fees and expenses 

related to the Offering, including legal fees and expenses and fees payable to the 

escrow agent, if applicable, the net proceeds from the Offering will be used for 

certain fees and expenses related to the announcement of [Huaxia] and its strategy via 

a live, nationally televised, press conference, costs to develop the software, costs 

associated with bundling transactions, general corporate purposes and working 

capital.”   

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56. Contrary to these representations about using investor funds for business 

purposes, the Dencers misappropriated at least $1.7 million of these investor funds to 

support their lavish lifestyles, as detailed below.   

57. In addition, the subscription agreements for these investments state that 

“Subscription funds shall remain in a segregated account of [Huaxia] until the 

offering is fully subscribed and [Huaxia]’s shares has [sic] been issued.”  These 

statements were false because (i) no Huaxia bank account ever existed; (ii) no Class A 

common shares were created until at least March 14, 2022, after these investments 

were made; and (iii) Class A common shares still have not been issued to most 

investors.   

58. Instead of safeguarding these investors’ money in a segregated account, 

the funds were deposited into a Standard Holdings checking account and commingled 

with an additional $2.1 million that Investor 1 had invested in the Huaxia business.  

Another $585,000 from other sources also was deposited into the account.  The 

Dencers then used over $2.3 million from this account for their personal expenses.  

Excluding the $585,000 from other sources, the Dencers misappropriated at least $1.7 

million from these investors.   

59. From the start in September 2018, the Dencers began spending the 

money raised from these investors on personal items, such as luxury cars, a vacation 

for Luke Dencer and his wife to Moscow, travel for the Dencers’ family and friends, 

more designer clothes and jewelry, and about $600,000 in cash and transfers to Tayt 

and Luke Dencer and their family members.   

60. For example, on June 29, 2020, an investor transferred $40,000 for an 

investment in Huaxia to one of Standard Holdings’ bank accounts.  Later that day, 

Luke Dencer transferred the $40,000 to a different Standard Holdings checking 

account.  Before this deposit, the checking account held a balance of $846.01.  After 

the $40,000 investor deposit, and before any other deposits, the following payments 

were made from the account: (i) $26,000 was transferred to Luke Dencer’s personal 

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bank account; (ii) $3,900 was used to pay rent for Luke Dencer’s residence; (iii) 

$264.12 was used for a car insurance payment; and (iv) $900.00 was transferred via 

Venmo to Luke Dencer’s friend who had no connection to Standard Holdings or 

Huaxia. 

61. Luke Dencer also used hundreds of thousands of dollars from the 

Standard Holdings bank accounts for the benefit of his wife.  Luke made payments 

and wire transfers to his wife’s bank account for personal expenses such as a 

Mercedes and BMW, gifts for her birthdays and anniversaries, and cash transfers and 

travel expenses for her relatives.  Luke Dencer also used the Standard Holdings 

checking account to pay his wife’s personal credit card bills.  Luke Dencer’s wife 

was not a Standard Holdings employee, she had no employment agreement or 

contractor agreement, and she did not receive a salary.  Standard Holdings never 

issued a W-2 form, a 1099 form, or other tax documents reflecting any payment for 

work performed by her.  She did not include any amounts she received from Standard 

Holdings as income on her tax returns. 

62. Luke and Tayt Dencer had ultimate authority over and were responsible 

for the misrepresentations in the investor agreements about using funds for business 

purposes and safeguarding the funds in a segregated account.  Luke Dencer signed 

the term sheet and promissory note for at least one investor, and he authorized the 

Standard Holdings Employee to sign other investor agreements on behalf of Huaxia.  

Most of these investor agreements provided a signature line for Luke Dencer to sign 

on behalf of Huaxia as the company’s CEO.  Subscription agreements instructed 

investors to return signed agreements to Luke Dencer at his Standard Holdings email 

address or mailing address.  Luke and Tayt Dencer testified in the SEC’s 

investigation that they reviewed investment agreements for Huaxia investors and 

approved the final terms of agreements for many investors.   

63. The Dencers knew, or were reckless or negligent in not knowing, that 

the representations in the investor agreements about using the funds for Huaxia’s 

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business and safeguarding the funds in a segregated account were false.  Luke Dencer 

controlled the bank accounts and testified in the SEC’s investigation that he knew 

there was no separate Huaxia bank account.  Tayt Dencer had access to the accounts 

through Luke.  Tayt Dencer testified that he knew investor funds for Huaxia 

investments were deposited into the Standard Holdings bank accounts.  The Dencers 

both testified in the SEC’s investigation that they used investor funds in the Standard 

Holdings bank accounts for their personal expenses.   

64. When deciding whether to invest in Huaxia, investors would have 

considered it important to know that their funds would not be safeguarded in a 

segregated account and would be used by the Dencers for personal expenses.     

65. Based on the facts alleged above, the Standard Holdings Defendants 

intentionally, knowingly, recklessly, and/or negligently made materially false and 

misleading statements regarding the use of investor funds and carried out their 

fraudulent scheme by misappropriating investor funds for the Dencers’ personal use 

and failing to safeguard investor funds in a segregated account. 

3. Luke Dencer Misappropriated Another $235,000 of Investor 

Funds in November 2022 

66. Luke Dencer misappropriated another $235,000 by transferring money 

from the Standard Holdings checking account to his personal bank accounts.  Then, 

on November 3, 2022, two days after the SEC served its first investigational 

subpoena on Standard Holdings, Luke Dencer transferred $235,000 from his personal 

account to his wife’s personal bank account.  There was no legitimate reason for 

Luke Dencer’s wife to receive these funds from Standard Holdings. 

67. In May 2024, $182,000 of these funds was transferred from the wife’s 

account to a bank account in Abu Dhabi in the name of Luke Dencer.  In March and 

June 2024, about $8,000 from the wife’s account was transferred to her sister.  There 

was no legitimate reason for Luke Dencer’s sister-in-law to receive these funds from 

Standard Holdings. 

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68. Based on the facts alleged above, Luke Dencer intentionally, knowingly, 

recklessly, and/or negligently carried out a fraudulent scheme by misappropriating 

these investor funds. 

4. The Dencers and Standard Holdings Failed to Safeguard $2.5 

Million of Investor 1’s Investment in a Trust Account, as 

Represented 

69. In addition to misappropriating Investor 1’s money, the Dencers failed to 

place $2.5 million from Investor 1 in a trust account, contrary to their representations 

to Investor 1. 

70. Specifically, on February 21, 2018, Tayt Dencer sent an email to 

Investor 1 stating that $2.5 million of his anticipated $3 million investment in March 

2018 would be used to open a trust account in the name of Standard Holdings.  Tayt 

Dencer told Investor 1 that this money would help facilitate a $102 million 

institutional investment in Standard Holdings, out of which Investor 1’s $3 million 

investment would be repaid.   

71. In fact, none of the $3 million was used to open a Standard Holdings 

trust account.  The money was first deposited into the Standard Holdings checking 

account, not a trust account.  The Dencers then wired over $2.1 million of the money 

to two foreign bank accounts, neither of which was a Standard Holdings trust 

account.   

72. In late March and early April 2018, the Dencers made three wire 

transfers totaling $1.16 million to a U.S. bank account “FOR FURTHER CREDIT 

TO” a bank account in Mexico.  The account was in the name of the purported wife 

of the promoter of the institutional investment and was not a trust account.  This 

individual was not otherwise connected to the business of Standard Holdings. 

73. Next, in early April 2018, the Dencers wired $952,000 to a bank account 

in Abu Dhabi.  The account was in the name of a company and was not a trust 

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account.  This company was not otherwise connected to the business of Standard 

Holdings. 

74. The institutional investment never occurred and Investor 1’s $3 million 

investment was never repaid. 

75. The Dencers knew or were reckless or negligent in not knowing that 

Investor 1’s funds were not going to fund a Standard Holdings trust account because 

before wiring the funds to foreign bank accounts, the Dencers received wiring 

instructions noting that the recipients of the money were a women in Mexico and a 

company in Abu Dhabi, not trust accounts in the name of Standard Holdings. 

76. Any reasonable investor would consider it important to know that their 

money would not be safeguarded in a trust account, as represented, but instead wired 

to foreign bank accounts held by parties unrelated to Standard Holdings.   

77. Based on the facts alleged above, the Dencers and Standard Holdings 

intentionally, knowingly, recklessly, and/or negligently made materially false and 

misleading statements regarding the use of investment funds and carried out their 

fraudulent scheme by wiring investor funds to foreign accounts rather than holding 

the money in a Standard Holdings trust account, as represented. 

5. The Standard Holdings Defendants Used Investor Money to 

Make Ponzi-Like Payments to Other Investors 

78. The Standard Holdings Defendants misused money from certain 

investors to make Ponzi-like payments to other investors, some of whom had 

complained about not receiving the timely return of their money invested through 

promissory notes.  Company records show that a total of about $380,000 was paid to 

investors in promissory notes during the Relevant Period. 

79. Tayt Dencer admitted in testimony in the SEC’s investigation that he 

used investor funds to pay back other investors.  Text messages show Luke Dencer 

raising funds from investors for the purpose of using the money to repay another 

investor. 

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80. There are a number of instances where the Standard Holdings checking 

account did not have enough money to repay an investor until the Standard Holdings 

Defendants raised additional money from other investors, at which point the Standard 

Holdings Defendants used the new investor funds to repay the old investor.   

81. For example, in late 2019, an investor began sending text messages and 

making phone calls to Luke Dencer demanding repayment of an overdue $200,000 

promissory note payable by Huaxia.  On December 13, 2019, Luke Dencer texted the 

investor that “there is nothing in the account to wire” but Luke assured the investor 

that he is working on raising money which “we could wire out of to you” in the 

following days or weeks.   

82. Later that day, another investor wired $10,000 to the Standard Holdings 

checking account for an investment under a subscription agreement for Class A 

common shares of Huaxia stock.  The following business day, December 16, 2019, a 

second investor wired $3,000 to the Standard Holdings checking account for a similar 

investment for Class A common shares of Huaxia stock.  No other deposits were 

made into the Standard Holdings checking account at this time.   

83. Later the same day, Luke Dencer wired $1,000 from the Standard 

Holdings checking account to the investor demanding repayment.  This money came 

from the $10,000 and $3,000 investments from the other investors.   

84. The Standard Holdings Defendants did not disclose to investors that they 

would use investment funds to make payments to other investors.   

85. Based on the facts alleged above, the Standard Holdings Defendants 

intentionally, knowingly, recklessly, and/or negligently carried out their fraudulent 

scheme by using investor funds to make Ponzi-like payments to other investors. 

E. The Standard Holdings Defendants Failed to Repay or Timely 

Repay Investors in Short-Term Promissory Notes  

86. From late 2018 to mid-2020, the Standard Holdings Defendants solicited 

about 19 investors to invest approximately $1.7 million in Huaxia through promissory 

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notes.  The promissory notes stated that “[i]n consideration for [the loan], [Huaxia] 

agrees to issue [certain] shares of Series A Common Shares to Holder.”  In total, 

Huaxia issued approximately 2 million shares of Series A common stock to investors 

under these promissory notes.  The notes provided that the funds would be used “for 

business or commercial purposes.”  The promissory notes were supposed to be bridge 

loans until future large or institutional investments were made into the business.   

87. The promissory notes also stated that Huaxia promised to repay the loan 

on or before the maturity dates, which were typically one week to several months 

after the investor funded the investment.   

88. The Standard Holdings Defendants engaged in a pattern of not repaying 

or not timely repaying most investors in these notes, even when they had sufficient 

funds for repayments.  Rather than repay most investors, the Standard Holdings 

Defendants solicited a number of the investors to grant debt-repayment extensions 

that extended the loan terms, often beyond nine months, in exchange for additional 

shares of stock and cash.  Contrary to the representations in the loan extensions, the 

Standard Holdings Defendants did not repay by the extended time frame, did not 

make the cash payments, and did not issue the additional shares to investors.   

89. In one example, on December 12, 2018, Investor 3, an 85-year-old 

investor, invested $20,000 via a promissory note in exchange for 22,857 Class A 

common shares in Huaxia.  The note was due and payable on or before January 23, 

2019.  Even though the balance in Standard Holdings’ bank account on January 23, 

2019, was more than $48,000, double the amount owed to Investor 3, the investor 

was not repaid.  It was not until after Investor 3 passed away in 2021, that Luke 

Dencer paid a total of only $7,000 to the estate.   

90. In another example, a different investor, Investor 4, signed four 

promissory notes in December 2018 and January 2019 for a total of $45,000 in 

exchange for 51,429 Class A common shares in Huaxia.  Each note was due within 

six weeks, and none were ever paid despite Standard Holdings having sufficient 

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funds to repay the loans on each of their due dates.  In August 2019, Investor 4 signed 

an amendment to the promissory notes that postponed the maturity dates until 

October 15, 2019, in exchange for $7,000 and additional Class A common shares.  

Even though the balance in Standard Holdings’ bank account on October 15, 2019, 

was more than $90,000, double the amount owed to Investor 4, the investor was not 

repaid.   

91. Tayt Dencer admitted in testimony in the SEC’s investigation that he 

knew most investors in these notes were never repaid.  Luke Dencer received emails 

from investors demanding repayment of overdue promissory notes, and Luke Dencer 

personally emailed investors about Huaxia’s overdue payments.  In one example, in 

early February 2019, an investor, Investor 5, requested repayment on two overdue 

promissory notes executed in December 2018 and January 2019 for a total of 

$150,000.  Several days later, Luke Dencer emailed Investor 5 stating that he was 

working to close several large financings and would repay the investor within a few 

days.  Luke also offered the investor additional cash due to the delay.  Luke did not 

respond to Investor 5 thereafter.  A month later, in March 2019, after not hearing 

from Luke and not receiving any payment, Investor 5 again emailed Luke demanding 

the overdue payments.  The Standard Holdings Defendants have never repaid 

Investor 5 on these overdue promissory notes and never paid the additional cash 

offered. 

92. Throughout this period, as described above, the Dencers were 

misappropriating investor funds for their own personal expenses. 

F. Tayt Dencer Lied to the Largest Investor About the Value of His 

Investments 

93. On June 17, 2020, Tayt Dencer sent the largest investor, Investor 1, an 

email on behalf of Standard Holdings and Huaxia stating that Investor 1’s $5.9 

million in total investments were worth between $20 million and $63 million based 

on the company’s recent equity financing.  Tayt Dencer, however, failed to disclose 

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that at the time, Standard Holdings’ financial condition was dire.  Standard Holdings 

had only a few thousand dollars in its bank accounts.  Standard Holdings’ federal tax 

returns for 2020 showed income of negative $1.1 million and total assets of about 

$1,400 at the beginning of the year and $243,000 at the end of the year.  Huaxia’s 

internal draft balance sheet as of March 1, 2021, showed total owner’s equity was 

negative.  The companies had not launched an app business, not developed any other 

source of revenue, and were losing money at the time.  Tayt Dencer disclosed none of 

this to Investor 1. 

94. After learning of the SEC’s investigation in late 2022, the Standard 

Holdings Defendants admitted to Investor 1 that his investments were essentially 

worthless.  On December 12, 2022, about 6 weeks after receiving the first SEC 

subpoena, all four Standard Holdings Defendants entered into an agreement with 

Investor 1, which stated that Huaxia lacked financing to launch its products in China 

and Investor 1’s investments had “little, if any, value.”  As a result of the lack of 

value, Investor 1 agreed to sell all his investment interests, representing about $5.9 

million, back to the Standard Holdings Defendants for a total of $50,000.  Luke 

Dencer signed the agreement as CEO of both Standard Holdings and Huaxia.  Tayt 

Dencer signed the agreement as the transferor of the $50,000. 

95. Tayt Dencer knew owner’s equity was negative because he drafted the 

March 2021 financial statement reflecting the negative equity.  Tayt Dencer admitted 

in testimony in the SEC’s investigation that he knew the companies were “losing 

money” at the time the 2021 financial statement was created.  Tayt Dencer also had 

access to the Standard Holdings bank accounts, through Luke Dencer, and knew or 

was reckless or negligent in not knowing that the funds were depleted.  In fact, Tayt 

Dencer was responsible for depleting a significant portion of the company’s funds on 

his own personal expenses. 

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96. A reasonable investor would consider it important to know whether his 

or her investments were worthless instead of valued at tens of millions of dollars, as 

represented.   

97. Based on the facts alleged above, Tayt Dencer intentionally, knowingly, 

recklessly, and/or negligently carried out a fraudulent scheme by making materially 

false and misleading statements to an investor about the value of his investments.   

98. Because, at all relevant times, Tayt Dencer and Luke Dencer exercised 

control over Standard Holdings and Huaxia, the Dencers’ knowledge, recklessness, 

and negligence, as detailed above, is imputed to Standard Holdings and Huaxia. 

FACTUAL ALLEGATIONS WITH RESPECT TO BUTLER 

99. During the Relevant Period, Butler regularly solicited investors to 

purchase more than one million shares of Huaxia Class A common stock.  Butler 

raised a total of about $2,357,000 from these investors for Standard Holdings and 

Huaxia.  Butler received transaction-based compensation for selling these shares of 

Huaxia Class A common stock to investors.  At the time, Butler was not associated 

with any registered broker-dealer. 

100. Through his conduct, Butler was engaged in the business of effecting 

transactions in Huaxia stock during the Relevant Period, but was not registered as a 

broker with the SEC, as required by the federal securities laws. 

Butler Was An Active Finder of Investors 

101. Butler solicited about 15 of the total investors in Huaxia.  Most of these 

investors had been his customers when he previously was associated with a registered 

broker-dealer, which he left on April 17, 2019.  While he was associated with a 

registered broker-dealer, Butler had solicited these customers to purchase securities 

of other issuers.  Butler solicited these customers to invest in Huaxia after he left the 

registered broker-dealer.  Even after Butler left the registered broker-dealer, at least 

one of these investors continued to refer to Butler as his stockbroker. 

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Butler Regularly Participated In Securities Transactions Involving Huaxia Stock 

102. From April 2019 to at least July 2022, Butler regularly solicited 

investors to invest a total of approximately $2,357,000 in about 75 transactions in 

which 15 investors were sold a total of about 1.15 million shares of Huaxia Class A 

common stock, including investors who resided in the District.  At the time, Butler 

was not associated with any registered broker-dealer. 

103. Butler discussed the Huaxia investments with investors in phone calls, 

text messages, and emails, and he emailed investment materials to investors.    

Butler Was Involved In Negotiations Between Issuers And Investors 

104. During the Relevant Period, Butler was involved in the negotiation and 

execution of investment agreements for Huaxia Class A common stock.  Butler 

communicated directly to investors by phone, email, and text messages about 

potential investment terms.  Butler then relayed those terms to principals of Standard 

Holdings and Huaxia, who resided in the Los Angeles area, for approval.  Butler also 

helped negotiate repayment extensions for investors’ promissory notes, which 

included selling them more shares of Huaxia Class A common stock. 

105. Butler also relayed information about investment terms to the Standard 

Holdings Employee, who was responsible for finalizing the written investment 

agreements, including subscription agreements and promissory notes.  Butler emailed 

subscription agreements and promissory notes to investors which detailed the number 

of shares of Huaxia Class A common stock the investors were purchasing.  He also 

provided wire instructions directing investors to send their money to a bank account 

in Encino, California in the name of Standard Holdings or asked the Standard 

Holdings Employee to do so. 

106. For example, from at least December 2019 through the end of 2020, 

Butler solicited four investments from an investor, Investor 6, for a total investment 

of $65,000 to purchase 47,142 shares of Huaxia Series A common stock.   

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107. Butler solicited Investor 6 by telephone and text messages, arranged for 

Investor 6 to receive access to an online data room containing documents regarding 

Huaxia’s purported business, arranged a call for Investor 6 to speak with a principal 

of Standard Holdings and Huaxia about the investment, discussed investment terms 

with Investor 6, asked the Standard Holdings Employee to send subscription 

agreements to Investor 6, provided Investor 6 with wire instructions for Standard 

Holdings’ bank account, and notified a principal of Standard Holdings when Investor 

6’s wire transfers would be deposited in Standard Holdings’ bank account.   

108. Huaxia’s internal documents credit Butler with raising each of the four 

investments from Investor 6.   

Butler Received Transaction-Based Compensation 

109. Butler received transaction-based compensation for selling shares of 

Huaxia Class A common stock to investors.  Standard Holdings paid Butler at least 

$235,700, which was about 10% of the money he raised from investors.  One of 

Standard Holdings’ principals wired these funds to Butler from a Standard Holdings 

bank account held at a branch of the bank in Encino, California. 

110. For example, in April 2021, Butler solicited a $50,000 investment from 

an investor, Investor 7, and asked a principal of Standard Holdings to confirm when 

the funds arrived in Standard Holdings’ bank account.  After receiving confirmation 

that Investor 7’s money had been deposited, Butler requested a $5,000 payment.  

Bank records show that the same day Investor 7 transferred $50,000 to a Standard 

Holdings bank account, $5,000 was transferred from a Standard Holdings bank 

account to Butler’s bank account.   

Butler Was Not Registered As A Broker While Acting As One 

111. Since April 17, 2019, while Butler was engaging in the business of 

effecting transactions in shares of Huaxia Class A common stock for the account of 

others, Butler was not registered as a broker, was not associated with any registered 

broker-dealer, and did not meet any exemption to the registration requirements.   

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FIRST CLAIM FOR RELIEF 

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

(against all Standard Holdings Defendants) 

112. The SEC realleges and incorporates by reference paragraphs 1 through 

111 above. 

113. By engaging in the conduct described above, the Standard Holdings 

Defendants directly or indirectly, singly or in concert with others, in connection with 

the purchase or sale of a security and by the use of means or instrumentalities of 

interstate commerce, or the mails, with scienter:  (a) employed devices, schemes, or 

artifices to defraud; (b) made one or more untrue statements of a material fact or 

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

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

and (c) engaged in acts, practices or courses of business which operated or would 

operate as a fraud or deceit upon the purchasers of securities offered or sold by the 

Standard Holdings Defendants, and other persons. 

114. By reason of the conduct described above, the Standard Holdings 

Defendants violated, and unless restrained and enjoined will continue to violate, 

Section 10(b) of the Exchange Act, 15 U.S.C. §78j(b), and Rule 10b-5 thereunder, 17 

C.F.R. § 240.10b-5. 

SECOND CLAIM FOR RELIEF 

Violations of Securities Act Section 17(a) 

(against all Standard Holdings Defendants) 

115. The SEC realleges and incorporates by reference paragraphs 1 through 

114 above. 

116. By engaging in the conduct described above, the Standard Holdings 

Defendants, singly or in concert with others, in the offer or sale of securities, by the 

use of means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly:  (a) while acting knowingly or 

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recklessly, employed devices, schemes, or artifices to defraud; (b) while acting 

knowingly, recklessly, or negligently, obtained money or property by means of untrue 

statements of a material fact or by omitting to state a material fact necessary in order 

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

made, not misleading; and (c) while acting knowingly, recklessly, or negligently, 

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchasers of securities offered or sold by the 

Standard Holdings Defendants. 

117. By reason of the conduct described above, the Standard Holdings 

Defendants violated Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a).  

THIRD CLAIM FOR RELIEF 

Control Person Violations of Exchange Act Section 10(b) and Rule 10b-5 

thereunder, pursuant to Exchange Act Section 20(a) 

(against Tayt Dencer and Luke Dencer) 

118. The SEC realleges and incorporates by reference paragraphs 1 through 

117 above. 

119. At all relevant times herein, Defendants Tayt Dencer and Luke Dencer 

were control persons of Standard Holdings and Huaxia because they possessed, 

directly or indirectly, and exercised actual control over the operations of Standard 

Holdings and Huaxia.   

120. Specifically, Tayt Dencer founded Standard Holdings and Huaxia and 

holds himself out as executive chairman of Standard Holdings, the parent of Huaxia.  

Luke Dencer founded Standard Holdings and Huaxia and holds himself out as the 

president, secretary, treasurer, and a director of Standard Holdings and as a director 

and CEO of Huaxia.  Tayt Dencer and Luke Dencer jointly control all business 

operations of Standard Holdings and Huaxia.  Accordingly, Tayt Dencer and Luke 

Dencer were control persons for Standard Holdings and Huaxia within the meaning 

of Section 20(a) of the Exchange Act. 

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121. Luke Dencer is the signatory on all relevant bank accounts and 

improperly directed transfers out of the Standard Holdings accounts for the personal 

expenses of himself and Tayt Dencer.  Tayt Dencer had access to the Standard 

Holdings accounts through Luke Dencer and personal debit cards.  Luke Dencer and 

Tayt Dencer reviewed and approved the terms of investor agreements involving 

Standard Holdings and Huaxia.  Luke Dencer signed, or authorized another employee 

to sign on his behalf, agreements with investors.  Tayt Dencer and Luke Dencer 

directly or indirectly induced Standard Holdings and Huaxia to misuse and 

misappropriate investor money.  They also directly or indirectly induced Standard 

Holdings’ and Huaxia’s false and misleading statements.  Tayt Dencer and Luke 

Dencer did not act in good faith as to any of this conduct.  

122. Accordingly, pursuant to Section 20(a) of the Exchange Act, 15 U.S.C. 

§ 78t(a), Defendants Tayt Dencer and Luke Dencer are jointly and severally liable to 

the SEC to the same extent that Standard Holdings and Huaxia are liable for their 

respective violations of Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder. 

FOURTH CLAIM FOR RELIEF 

Violation of Section 15(a)(1) of the Exchange Act 

(against Butler) 

123. The SEC realleges and incorporates by reference paragraphs 1 through 

122 above. 

124. By engaging in the conduct described above, Defendant Butler used the 

mails and the means and instrumentalities of interstate commerce to effect 

transactions in, or induce or attempt to induce the purchase or sale of, securities for 

the account of others without registering as a broker-dealer with the Commission, 

associating with a broker-dealer registered with the Commission, or having an 

exemption or exception from such registration. 

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125. By reason of the foregoing, Defendant Butler violated, and unless 

restrained and enjoined will continue to violate, Section 15(a)(1) of the Exchange 

Act, 15 U.S.C. § 78o(a)(1). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court enter a Final 

Judgment: 

I. 

Finding that Defendants Tayt Dencer, Luke Dencer, Standard Holdings, 

Huaxia, and Butler committed the violations alleged in this Complaint; 

II. 

Permanently restraining and enjoining Defendants Tayt Dencer, Luke Dencer, 

Standard Holdings, and Huaxia from violating Section 17(a) of the Securities Act, 15 

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

10b-5 thereunder, 17 C.F.R. § 240.10b-5; 

III. 

Permanently prohibiting Defendants Tayt Dencer and Luke Dencer, under 

Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and Sections 2l(d)(2) of the 

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

issuer that has a class of securities registered under Section 12 of the Exchange Act, 

15 U.S.C. § 78l, or that is required to file reports pursuant to Section 15(d) of the 

Exchange Act, 15 U.S.C. § 78o(d); 

IV. 

Permanently enjoining Defendants Tayt Dencer and Luke Dencer from directly 

or indirectly, including, but not limited to, through an entity owned or controlled by 

them, participating in the issuance, purchase, offer, or sale of any security; provided, 

however, that such injunctions shall not prevent Tayt Dencer or Luke Dencer from 

purchasing or selling securities listed on a national securities exchange for their own 

personal accounts; 

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V. 

Ordering Defendants Tayt Dencer and Luke Dencer, jointly and severally with 

each other, jointly and severally with Defendant Standard Holdings, and jointly and 

severally with Defendant Huaxia, to disgorge all ill-gotten gains they received 

directly or indirectly as a result of the alleged violations, and ordering Defendant 

Butler to disgorge all ill-gotten gains or unjust enrichment derived from the activities 

set forth in this Complaint, together with prejudgment interest thereon, pursuant to 

Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act, 15 U.S.C. 

§§ 78u(d)(3), 78u(d)(5), and 78u(d)(7); 

VI. 

Ordering Defendants Tayt Dencer, Luke Dencer, Standard Holdings, and 

Huaxia to pay civil monetary penalties under Section 20(d) of the Securities Act, 15 

U.S.C. § 77t(d), and Section 21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3), 

and ordering Defendant Dennis Butler to pay civil monetary penalties under Section 

21(d)(3) of the Exchange Act, 15 U.S.C. § 78u(d)(3); 

VII. 

 Permanently enjoining Defendant Butler from, directly or indirectly, violating 

Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1); and 

VIII. 

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

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DEMAND FOR JURY TRIAL 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands 

trial by jury. 

Dated: December 10, 2024  
 /s/ Stephen T. Kam 

STEPHEN T. KAM, Local Counsel 
JOHN J. TODOR (pro hac vice pending)    
STEPHEN M. LEBLANC (pro hac vice 
pending) 
CHRISTOPHER BOLYAI (pro hac vice 
pending) 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

Of counsel: 

 James Connor 
 Lisa Deitch 

 

 

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	Doc 1 Complaint (12.10.24)
	A. The Purported Business of Standard Holdings and Huaxia
	B. The Standard Holdings Defendants Offered and Sold Securities In the Form of Stock and Promissory Notes
	C. The Standard Holdings Defendants Fraudulently Sold Investors Stock that Did not Exist
	D. The Standard Holdings Defendants Misappropriated and Misused Millions of Dollars of Investors’ Money
	1. The Dencers and Standard Holdings Misappropriated More than $900,000 from the Largest Investor’s First Two Investments

	a. On November 29, 2017, Luke Dencer withdrew $20,000 in cash from a local bank branch, which he then deposited into his personal checking account later that day;
	b. On November 29, 2017, Luke Dencer wrote himself a check for an additional $9,500;
	c. Between November 30, 2017 and December 12, 2017, $21,331 in payments were made to Super Eye Investigations, a private detective firm hired by Tayt Dencer to follow two of his girlfriends;
	d. On December 1, 2017, Tayt Dencer’s debit card was used to pay $179.85 to Elitesingles.com, an online dating service;
	e. On December 6, 2017, Luke Dencer’s debit card was used to pay $92.15 to LA Sports Massage, a massage provider in Los Angeles, California;
	f. On December 7, 2017, Luke Dencer’s debit card was used to pay two transactions totaling $8,668.20 to Sit ‘N Sleep, a mattress store; and
	g. On December 8, 2017, $120,000 was transferred to the bank account of Tayt Dencer’s attorney in Alabama, which was then used towards restitution payments Tayt Dencer was ordered to pay in an unrelated criminal securities fraud case in Alabama involv...
	2. The Standard Holdings Defendants Misappropriated Other Investors’ Funds, Misrepresented How their Funds Would Be Used, and Failed to Safeguard $4.5 Million of Investor Funds in a Segregated Account, as Promised
	3. Luke Dencer Misappropriated Another $235,000 of Investor Funds in November 2022
	4. The Dencers and Standard Holdings Failed to Safeguard $2.5 Million of Investor 1’s Investment in a Trust Account, as Represented
	5. The Standard Holdings Defendants Used Investor Money to Make Ponzi-Like Payments to Other Investors

	E. The Standard Holdings Defendants Failed to Repay or Timely Repay Investors in Short-Term Promissory Notes
	F. Tayt Dencer Lied to the Largest Investor About the Value of His Investments

	1 Complaint NEF