Securities and Exchange Commission v Richard Olive and Susan Olive

UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF FLORIDA
Case No. ____________-Civ
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
vs.
RICHARD OLIVE and SUSAN OLIVE,
Defendants,
and
WE’RE NOT ALONE, LLC,
Relief Defendant.
COMPLAINT

Plaintiff, United States Securities and Exchange Commission (“SEC”), states and alleges
as follows against Defendants Richard Olive and Susan Olive, and Relief Defendant We’re Not
Alone, LLC (“WNA”):
SUMMARY OF THE CASE
1. Richard Olive and Susan Olive defrauded hundreds of senior citizens by taking
their hard-earned savings with inflated promises of value and safety, while luring these investors
by falsely claiming to donate millions of dollars to charity.  The Olives were the key executives
at We The People, Inc. of the United States (“We The People”), a purported charitable
organization based in Tallahassee, Florida.  We The People, through Richard and Susan Olive,
perpetrated their fraudulent scheme by making false and misleading statements in connection
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with the offer, sale, and purchase of securities.  Enticed by the scheme, investors transferred
assets – stocks, annuities, real estate,  or cash – to We The People in exchange for an investment
product that We The People called a “tax-deductible gift annuity” or “charitable gift annuity”
(“CGA”). From June 2008 through April 2012 (the “Relevant Period”), We The People raised
over $75 million in assets from approximately 400 investors in over 30 states, including Florida,
Colorado, and Texas. Almost all of these investors are elderly.
2. The Olives essentially hijacked We The People – which had been largely dormant
for years – and used it as a vehicle to raise money, not for charity, but for themselves.
Throughout the Relevant Period, We The People did minimal charitable work, but paid the
Olives more than a million dollars. Indeed, the Olives took far more than that, misappropriating
hundreds of thousands of dollars in investor funds without the knowledge or approval of anyone
at We The People. The Olives funded their scheme through the sale of bogus investment
products: the CGAs.
3. The marketing and promotional materials for the CGA offering – drafted by
Richard Olive, with assistance from Susan Olive – contained several misrepresentations and
omissions of material fact, including:
•	 misleading investors about the value of the CGAs, claiming they had the same worth
as the assets that investors exchanged – the “full accumulated value” – when, in fact,
they were only worth 65 to 75 percent of that value;
•	 falsely claiming that the CGAs were safe and secure, touting a non-existent “trust
account” with a reputable trust institution and falsely stating that that We The People
obtained “reinsurance,” i.e.,  additional insurance to protect against any risk of loss;
•	 failing to disclose the sizable commissions We The People paid to third-party
promoters – and to Richard and Susan Olive – on the sale of CGAs, hiding that these
commissions totaled several million dollars; and
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•	 hiding from investors the indictments and regulatory sanctions issued against Richard
and Susan Olive for fraudulently selling similar products at a company they ran
known as National Foundation of America (“NFOA”).
We The People also made false public statements regarding the amount of charitable
contributions it made, significantly exaggerating those contributions.
4. Throughout the time of We The People’s fraudulent offering, Richard and Susan
Olive played critical roles in producing and disseminating We The People’s marketing and
promotional materials, as well as administering the CGA program. Richard and Susan Olive
schemed to defraud investors and violated several provisions of the federal securities laws.
5. The SEC brings this civil enforcement action against Richard and Susan Olive
seeking permanent injunctions, disgorgement plus prejudgment and postjudgment interest, and
civil penalties for violations of, and/or aiding and abetting violations of, Sections 5(a), 5(c), and
17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)];
Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§ 78j(b) and 78o(a)]; and Rule 10b-5 [17 C.F.R. §240.10b-5].
JURISDICTION AND VENUE
6. The Court has jurisdiction pursuant to Securities Act Sections 20(b) and 22(a) [15
U.S.C. §§ 77t(b) and 77v(a)], and Exchange Act Sections 21(d) and (e), and 27 [15 U.S.C. §§
78u(d) and (e) and 78aa].
7. In connection with the acts described in this Complaint, Richard and Susan Olive
used the mails, other instruments of communication in interstate commerce, and means or
instrumentalities of interstate commerce.
8. Venue lies in this Court pursuant to Securities Act Section 22(a) [15 U.S.C. §
77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], and 28 U.S.C. § 1391(b)(1) & (2).  On
information and belief, Richard and Susan Olive maintain their residence in the Southern District
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of Florida.  Further, certain of the acts and practices described in this Complaint occurred in the
Southern District of Florida. Richard and Susan Olive participated in the offer and sale of
securities in the Southern District of Florida, and certain investors in We The People reside in the
Southern District of Florida.
DEFENDANTS
9. On information and belief, Richard Olive, age 47, resides in Vero Beach,
Florida.  From March 2008 through April 2012, Richard Olive served as We the People’s chief
of program services.
10. On information and belief, Susan Olive, age 48, resides in Vero Beach, Florida.
From March 2008 through April 2012, Susan Olive served as We the People’s chief of finance
and administration.
11. We’re Not Alone, LLC (“WNA”), is a Florida limited liability company based
in Tallahassee, Florida.  Susan Olive claims ownership of WNA.
RELATED PARTY
12. We The People, Inc. of the United States was founded in 1987 and originally
operated as non-profit organization that promoted nuclear safety. From the late 1990s until
2008, We The People was an entity that had no assets and limited operations.  However, We The
People became significantly more active in March 2008, when Richard and Susan Olive were
brought on board.
FACTUAL BACKGROUND
I. The Olives Join We The People.
13. In March 2008, the Olives signed a joint employment agreement with We The
People.  Under the agreement, We The People and Richard and Susan Olive agreed to raise
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money for We The People in exchange for commission payments. The Olives raised these funds
through sales of CGAs.
14. Originally, Richard and Susan Olive agreed to receive a combined 1.5%
commission on all money raised through the CGA program.  In March 2009, We The People and
Richard and Susan Olive increased the combined percentage to 2.5%.  And in June 2009,
Richard and Susan Olive started receiving a base salary as well as a combined .75% commission.
15. During their period of employment, March 2008 to April 2012, Richard and
Susan Olive paid themselves over $1.1 million in salary and commission – including several
hundred thousand dollars in unauthorized payments.
16. At the time they joined We The People, Richard and Susan Olive were subject to
numerous adverse legal proceedings related to their previous business, NFOA.  Richard and
Susan Olive ran an investment program at NFOA, a purported charity based in Tennessee, which
involved having elderly individuals transferring assets to NFOA and, in exchange for the
transferred assets, NFOA would issue investors a product similar to We The People’s CGAs.
17. By the time Richard and Susan Olive joined We The People, regulators in several
states, including, but not limited to, Alabama, California, Florida, Iowa, Tennessee, Texas, and
Washington had determined that NFOA’s products were not properly registered, or that NFOA
made misleading statements to investors in connection with the sale of the products.   For
example:
•	 In April 2007, the State of Florida determined that Richard Olive and Susan Olive
were engaged in unauthorized and illegal transactions through NFOA and presented
“an immediate danger to the public health, safety or welfare of Florida consumers.”
•	 In May 2007, the Texas State Securities Board issued a cease and desist order which
found that NFOA’s products were “securities” and that the securities were sold
illegally both because they were unregistered and because NFOA and Richard Olive
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“intentionally” failed to disclose “material facts” in connection with the sales of those
securities.
•	 Also in May 2007, the State of Tennessee brought a civil suit against NFOA and
Richard and Susan Olive, among others, for selling products without the proper
licenses and registration.  Shortly thereafter, the court appointed a receiver to wind
down NFOA’s affairs.
18. Richard and Susan Olive’s conduct at NFOA also resulted in criminal charges.  In
February 2010, while they were employed by We The People, a Tennessee grand jury indicted
Richard and Susan Olive on multiple theft charges in connection with their sale of investment
products at NFOA.  Then, in March 2012, a federal grand jury in the Middle District of
Tennessee indicted Richard Olive on several fraud counts arising out of his actions at NFOA.
II. The Olives Offered and Sold We The People CGAs.
19. Richard and Susan Olive were hired by We The People to create and run the CGA
program. Beginning on or about May 2008 and continuing through April 2012, We The People
solicited investors to purchase CGAs, which were securities, through an asset exchange.
Specifically, We The People offered to have investors exchange various assets – including
stocks, annuities, real estate, or cash – for a CGA.  Under the CGA agreement, We The People
agreed to make periodic payments, immediately or after a period of deferment, for the lifetime of
the CGA purchaser and, sometimes, his or her designated beneficiary.
20. Richard and Susan Olive were directly involved in nearly all aspects of the We
The People’s CGA program, and received commissions based on the assets transferred.  Richard
Olive organized We The People’s sales operations, drafted the marketing and promotional
materials and caused their distribution, and solicited investors. Susan Olive had the primary
responsibility at We the People for the financial administration of the CGA program and assisted
Richard Olive in marketing and promoting the CGAs. She collected proceeds from transferred
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assets, controlled payments to management, and determined and paid commissions to herself,
Richard Olive, and so-called “marketing advisors,” who were third-party promoters that helped
sell We The People’s CGAs. Richard and Susan Olive, together with one other individual,
formed the “executive management group” at We The People and were the highest-paid
employees at We The People.
21. Richard and Susan Olive conducted seminars about the program for potential
investors and, at those seminars, distributed promotional materials related to the program.
Richard Olive was featured on promotional videos distributed by We The People and also spoke
directly with individuals over the phone to solicit investments with We The People.
22. Investors also learned about We The People’s investment product from third-party
promoters (recruited by Richard Olive) who signed marketing agreements with We The People.
We The People would provide these promoters with materials, including flyers, letters,
illustrations, and even videos, to use in soliciting the investments.  We The People paid these
promoters significant commissions, ranging from 7-10% of the value of the investor assets
exchanged for CGAs.
23. Investors further learned about We The People’s product from its website, direct
mail solicitations, or through in-person seminars conducted by Richard and Susan Olive.
24. During the period We The People was issuing and exchanging securities, it
claimed to operate as a non-profit organization.  However, rather than operate as a charity,
Richard and Susan Olive operated We The People for the primary purpose of issuing CGAs.
Richard and Susan Olive also used the proceeds of the CGA offering to pay substantial sums to
themselves, third-party promoters, and consultants.
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25. Although called a “charitable gift annuity,” We The People’s CGAs were
different from CGAs issued legitimately for several reasons, including, but not limited to: (a) We
The People marketed the product based on false representations regarding the financial benefits
of its CGAs; (b) We The People utilized third party promoters who touted We The People’s
CGA products in exchange for significant, undisclosed commissions; (c) We The People issued
CGAs primarily to benefit the Olives and third-party promoters, rather than charity; and (d)
assets transferred to We The People in exchange for CGAs were its only source of funds.
26. By the end of 2009, investors had transferred almost $10 million in assets to We
The People in exchange for its CGAs.  By the end of 2010, that number had risen to over $25
million.  And as of April 2012, when We The People ceased offering CGAs in response to the
SEC’s investigation of its conduct, We The People had received over $75 million in assets from
over 400 investors in over 30 states in exchange for the issuance of its investment products. A
portion of the assets received in exchange for CGAs consisted of stocks and other securities.
III.	 Richard Olive Made Materially False, Fraudulent, and Misleading Statements and
Omissions.
27. As a part of the scheme, Richard Olive drafted marketing materials for We The
People that contained numerous false and misleading statements and omissions. Richard Olive
also directly made numerous false and misleading statements and omissions.
A.	 Richard Olive Made False, Fraudulent, and Misleading Statements About
the Value of the CGAs.
28. Richard Olive both drafted for We The People, and directly made himself, false
statements about the value of the CGAs. He claimed that the CGAs investors were receiving
were equivalent in value to the assets they exchanged, when in fact the CGAs were worth far
less.
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29. For example, in a letter sent to prospective investors describing the CGA product,
We The People stated that each CGA was worth the “full accumulated value” of the asset the
investor was transferring. This letter, drafted by Richard Olive, was sent to investors and
prospective investors throughout the Relevant Period.
30. In a promotional DVD distributed by We The People, Richard Olive reiterated the
“full accumulated value” claim, repeatedly stating that if potential investors exchanged an
existing annuity, they would receive a CGA worth the full accumulated value of their old
annuity. This DVD, which was created in 2010 and distributed throughout the remainder of the
Relevant Period, was sent to third-party promoters with the intent that it be shown to potential
investors.
31. The “full accumulated value” claim was also made in marketing materials drafted
by Richard Olive and distributed by We The People throughout the Relevant Period. For
example:
•	 A We The People postcard poses the question: “Who’s going to bail out your annuity
at the Full Accumulated Value – and you can receive Cash back?”
•	 Another postcard, titled “I WANT YOUR ANNUITY!!!,” states that the potential
investor would “[k]eep [the] FULL ACCUMULATED VALUE” of their transferred
asset.
•	 A flyer entitled “the Annuity Exchange” notes the following “simple” steps to
receiving a CGA: “Annuity owner signs a change of ownership form. We The People
(WTP) issues a new annuity to you at the accumulated value of the exchanged
annuity.”
•	 A letter sent to third-party promoters claims that, in exchange for “a variety of assets,
including annuities, real estate, securities and cash,” investors would receive, among
other things, a “New Contract at the FULL Accumulated Value.”
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32. During seminars held throughout the Relevant Period, Richard Olive made similar
misstatements, telling investors and potential investors that they would receive a CGA “issued at
the accumulated value” of their exchanged asset.
33. Each of these statements was false and misleading. Potential investors were not
told in advance of transferring their assets to We The People that the value of the CGA issued in
exchange for the transferred assets was always substantially less than the transferred assets’ full
accumulated value. It was worth less because We The People took a significant percentage of the
asset’s value and kept it as a purported “charitable gift.”  Indeed, We The People’s internal
calculations showed that the value of the CGAs were typically only 65 to 75 percent of the value
of the assets transferred.
B.	 Richard Olive Made False, Fraudulent, and Misleading Statements About
the Security of the CGAs.
34. Richard Olive also drafted, and directly made, misstatements regarding the safety
and security of We The People’s CGAs. He claimed that the CGAs were backed by reserves in
an untouchable “trust account,” and that We The People carried “reinsurance” as a way to
mitigate any risk of loss. Neither claim was true.
35. We The People and Richard Olive falsely stated that We The People maintained a
significant, secure reserve. For example:
•	 In the promotional DVD discussed at paragraph 30 above, Richard Olive pushed the
“safety and security” of the CGA investment, claiming that “we ... maintain 110% of
the present value secured in a trust account at SEI Private Trust Company.”
•	 In marketing materials drafted by Richard Olive and distributed throughout the
Relevant Period, We The People further touted its purported reserve with SEI, stating
that, because “[t]he safety and security of assets is paramount,” it had “chosen to use
a trust institution with over $15.7 billion under management, SEI Private Trust,” to
“segregate[ ] assets and hold[ ] them as custodian.” The materials further stated that
SEI provided “[s]afekeeping of investment related assets.”
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•	 A call script drafted by Richard Olive and used by We The People employees
included the claim that We The People kept their reserve account in a “trust account,”
which meant the reserve could not be borrowed or loaned against.
36. In fact, We The People did not have any restricted-access “trust accounts,” let
alone maintain a “reserve” in them. Further, We The People did not have a “trust account” with
SEI, but rather maintained only a small brokerage account.
37. Indeed, We The People’s legal counsel instructed Richard Olive to stop
representing that We The People maintained reserves backed by assets held in trust because such
statements were false.  In spite of that instruction, Richard Olive continued to make this false
representation.
38. Further with respect to the safety and security of the investment, We The People
and Richard Olive falsely stated that We The People “reinsured” its investment products, i.e.,
that We The People carried additional insurance to protect against any risk of loss. For example:
•	 In a flyer entitled “We The People Reinsurance,” We The People claimed that it
purchased “[r]einsurance contracts” “issued by highly rated commercial insurance
companies,” and that it did so “in order to minimize the risks” of its CGAs.
•	 In another flyer, We The People touted that “We now offer Reinsurance.”
•	 In the promotional DVD discussed at paragraph 30 above, Richard Olive further told
potential investors that We The People “backed up our liability” through a
reinsurance carrier.
39. Richard Olive even told We The People’s legal counsel that he had obtained
reinsurance from an insurance company to cover its potential liabilities under the CGAs.
40. These statements were false. In reality, Richard Olive did not purchase
reinsurance from an insurance company to cover We The People’s potential liabilities under the
CGAs, nor was there any obligation from any insurance company to any investor to cover losses
in the event We The People defaulted on its payment obligations.
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C.	 Richard Olive Made False, Fraudulent, and Misleading Statements About
the Olives’ Checkered Past, and Lucrative Present.
41. Neither We The People’s public disclosures (including marketing materials and
other documents drafted by Richard Olive with the assistance of Susan Olive) nor Richard
Olive’s statements to  investors ever disclosed significant, material information about the Olives,
including:
•	 that the Olives had been found to have engaged in securities fraud in connection with
the sale of similar investment products at NFOA, as discussed in paragraph 17 above;
•	 that the Olives had been criminally indicted for their conduct at NFOA, as discussed
in paragraph 18, above; and
•	 that We The People paid significant commissions to the Olives for the sale of CGAs,
ranging from .75% to 2.5% during the Relevant Period.
42. We The People and Richard Olive also failed to disclose to investors that We The
People typically paid commissions of 7%, and in some instances up to 10%, to third-party
promoters in connection with the sale of CGAs.
D.	 Richard Olive’s Misstatements and Omissions Were Material.
43. Each of the above misstatements and omissions was material to investors. For
example, it would be important to investors to know that, rather than receive a CGA worth the
“full accumulated value” of the asset they were exchanging, they were in fact receiving a CGA
worth far less than the original asset. Further, it would be important to investors to know that
their investments were not backed by reserves in a trust account, or by reinsurance. It would also
be important to know that both the Olives and the third-party promoters were being paid
significant commissions on the sale of each investment product; this suggests that the Olives and
the promoters had their own personal interests, rather than the best interests of investors, in mind
when recommending the CGAs. Finally, it would be important for investors to know that they
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were dealing, not with executives who had a sterling past in charity work or investments, but
rather with people who had been civilly censured and criminally indicted in connection with their
roles in a similar investment scheme.
IV. The Olives Engaged in a Scheme to Defraud.
44. The misstatements and omissions detailed above were only part of a fraudulent
scheme to hijack a charity, use it to entice investors to trade in millions of dollars in assets for
less-valuable CGAs, and use the difference in value to pay out significant salaries and
commissions rather than do real charity work. This scheme was perpetuated by We The People,
at the direction of Richard and Susan Olive.
45. In addition to the misstatements and omission outlined in Section III, above, the
Olives also presented We The People as a legitimate charity when it was in fact only a front to
sell bogus investment products. In 2010, for example, We The People incurred almost $3 million
in expenses. These expenses included $1.25 million in commission payments to third-party
promoters, and $400,000 in salary and commissions to the Olives. During this period, We The
People spent less than $200,000 on purported charitable services.
46. Indeed, We The People directed only an insignificant amount of the money raised
towards charitable services, contrary to its representations.  For instance, in a December 7, 2009
press release, We The People claimed it had “donate[d] 21.8 million in relief aid” to AIDS
orphans in Zambia, when in fact the supplies were donated by others and WTP merely made a
small donation to cover the cost of a third-party to ship the supplies.
47. Further, the Olives surreptitiously misappropriated nearly three-quarters of a
million dollars of investor funds from We The People. For example, during the Relevant Period,
and without the knowledge and approval of others at We The People, Richard and Susan Olive
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paid themselves approximately $440,000 more than what was authorized under their
employment agreement. Richard and Susan Olive also diverted approximately $200,000 of
offering proceeds to an entity under Susan Olive’s control, WNA, and further diverted
approximately $100,000 to pay their personal legal expenses.
48. Richard Olive engaged in numerous deceptive acts in furtherance of the scheme.
For example, in addition to hiding from investors the material facts detailed in Section III above,
Richard Olive:
•	 Directly misrepresented to investors the value and security of the CGAs;
•	 Drafted We The People’s key misrepresentations about the value and security of the
CGAs;
•	 Failed to disclose, either directly to investors or in the We The People marketing
materials that he drafted, that We The People was paying significant commissions on
the sale of CGAs, or that he and Susan Olive had a checkered past with the regulatory
and criminal authorities;
•	 Lied to We The People’s legal counsel when claiming We The People had
reinsurance, when he knew in fact it did not; and
•	 Misappropriated hundreds of thousands of dollars of investor funds from We The
People for his and Susan Olive’s personal gain.
49. Susan Olive also committed several deceptive acts in furtherance of the scheme.
Among other things, Susan Olive assisted Richard Olive in the preparation and then distribution
of We The People’s marketing materials to investors and third-party promoters, and
misappropriated hundreds of thousands of dollars of investor funds from We The People for her
and Richard Olive’s personal gain.
V. The Olives Acted With Scienter.
50. Richard Olive acted with scienter in making the various misstatements outlined in
Section III above, and in perpetrating the fraudulent scheme outlined in Section IV above. Given
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his position at We The People, and his significant involvement in the development of both the
CGA program and the accompanying marketing materials, Richard Olive knew, or was reckless
in not knowing, that the above statements and omissions were false and misleading, and that he
was committing deceptive acts in furtherance of the scheme.
51. Among other things, Richard Olive knew, or was reckless in not knowing, that:
•	 The value of the CGA issued in exchange for the transferred assets was always
substantially less than those assets’ full value.
•	 We The People did not maintain reserves. Indeed, Richard Olive continued to make
this misrepresentation despite being instructed by We The People’s legal counsel to
stop because such a statement was false.
•	 We The People did not purchase reinsurance. Despite knowing this, Richard Olive
lied not only to investors, but to We The People’s own legal counsel, about whether
reinsurance in fact existed.
•	 Neither he nor We The People disclosed the commissions paid for sales of CGAs.
•	 Neither he nor We The People disclosed the Olives’ regulatory troubles or criminal
past.
•	 We The People was not a legitimate charity, but rather devoted only minimal amounts
to charitable services.
•	 He and his wife misappropriated hundreds of thousands of dollars of investor funds
from We The People for their own personal gain.
52. Susan Olive also acted with scienter. Given her position at We The People, her
knowledge of the finances of We The People (including, for example, commission payments),
and her role in assisting Richard Olive in the preparation and then distribution of We The
People’s marketing materials to investors and third-party promoters, Susan Olive knew, or was
reckless in not knowing, that the above misstatements and omissions were false and misleading,
and that she was committing deceptive acts in furtherance of the fraudulent scheme.
53. Among other things, Susan Olive knew, or was reckless in not knowing, that:
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•	 We The People’s marketing materials, whose preparation she assisted, were
materially false and misleading.
•	 The value of the CGA issued in exchange for the transferred assets was always
substantially less than those assets’ full value.
•	 We The People was not a legitimate charity, but rather devoted only minimal amounts
to charitable services.
•	 She and Richard Olive misappropriated hundreds of thousands of dollars of investor
funds from We The People for their own personal gain.
VI. The Olives Aided and Abetted We The People’s Fraud.
54. In addition to directly making misstatements, Richard Olive also aided and
abetting We The People’s false statements and omissions. Specifically, he aided and abetted We
The People’s violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder. As
detailed in Section III above, Richard Olive drafted all of We The People’s marketing materials,
which included misstatements about the value and security of the CGAs, and omissions of the
significant commissions paid and the Olives’ checkered past. As further detailed in Section V
above, Richard Olive knew these statements were false and misleading.
55. Susan Olive alternatively aided and abetted Richard Olive’s and We The People’s
fraud. Specifically, she aided and abetted Richard Olive’s and We The People’s violations of
Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5
thereunder. For example, given her position at We The People, and her role in assisting Richard
Olive in the preparation of We The People’s marketing materials, she knew that those materials
were materially false and misleading. She also knew that We The People was not a legitimate
charity, but rather devoted only minimal amounts to charitable services.
56. Susan Olive substantially assisted Richard Olive’s and We The People’s fraud.
For example, she assisted in the preparation and distribution of the false and misleading
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marketing materials. She further misappropriated hundreds of thousands of dollars of investor
funds from We The People for her and Richard Olive’s personal gain. Susan Olive aided and
abetted the fraud throughout the Relevant Period.
VII. The Olives Sold Unregistered Securities.
57. Section 5 of the Securities Act prohibits any offer, directly or indirectly, to sell a
security unless a registration statement for that security has been filed with the SEC. A
registration statement is transaction specific. Each sale of a security must either be made
pursuant to a registration statement or fall under a registration exemption.
58. The interests in the CGAs were investment contracts, which are securities under
federal law.
59. We The People’s CGAs were promoted and marketed as investments.  We The
People claimed that its CGAs were the “Best Investments for Retirement Income,” worth the
“full accumulated value” of the assets transferred by investors to We The People, and that
purchasers would receive an income stream, penalty free cash withdrawals, and tax benefits.
60. Investors with We The People did not have any duties or management roles in the
operation of the We The People CGA program.  Investors were dependent upon the expertise and
efforts of Richard and Susan Olive for their returns.  Also, We The People pooled investor funds
in various bank accounts.
61. At the time of the offers and sales of the interests in We The People’s CGA
program, there were no registration statements filed and in effect with respect to the program.
62. We The People offered and sold interests in the investment program to hundreds
of investors in multiple states.   WTP operated a website available to anyone and mailed
informational postcards to, and held investment seminars with, individuals that had no pre­
17

existing relationship with We The People.  Except for the purported returns and identification of
items being exchanged, the terms of the investment contracts were substantially similar.
63. The Olives did not provide current or prospective investors with material,
accurate information about We The People’s finances or about the value of the investment
contracts that We The People sold.  The Olives also did not provide current or prospective
investors with an audited balance sheet for We The People, or any other accurate, material
financial disclosures.
64. The Olives took no steps to ensure that the offering and sale of the CGAs were
directed to only a small number of sophisticated investors and, in fact, took no steps to determine
potential investors’ net worth, or that investors had the knowledge, experience, or business
acumen to qualify as sophisticated or accredited investors.  Most of the investors were elderly,
many were unsophisticated, and some invested a significant portion of their entire savings with
We The People.
65. Richard and Susan Olive were key participants in the offering and received
commissions.  As described previously, Richard Olive organized We The People’s sales
operations, drafted and distributed the marketing materials, and solicited investors and third-
party promoters.  Susan Olive collected proceeds from transferred assets, controlled payments to
management and promoters, and assisted Richard Olive in preparing and distributing marketing
materials.
66. The CGAs were not issued by an entity organized and operated exclusively for
religious, educational, benevolent, fraternal, charitable, or reformatory purposes.
67. Most, if not all, of the CGAs were not subject to the supervision of a state
insurance commissioner, bank commissioner, or like agency.
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VIII. The Olives Acted as Unregistered Broker-Dealers.
68. Section 15(a)(1) of the Exchange Act prohibits a broker or dealer from using
jurisdictional means such as the telephone or mails to effect transactions in securities unless the
broker or dealer is registered with the SEC.  Section 3(a)(4) of the Exchange Act defines a
“broker” as any person who is engaged in the business of effecting transactions in securities for
the account of others.  Section 3(a)(5) of the Exchange Act defines a “dealer” as any person
engaged in the business of buying and selling securities for the person’s own account through a
broker or otherwise.
69. As detailed herein, Richard and Susan Olive participated in CGA transactions and
received commissions, but neither Richard nor Susan Olive were registered as broker-dealers nor
affiliated with any broker-dealers at the time of the offers and sales of the interests in We The
People’s CGAs.
FIRST CLAIM FOR RELIEF

Fraud - Violations of Securities Act Section 17(a)

[15 U.S.C. § 77q(a)]

70. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
71. Richard and Susan Olive, directly or indirectly, with scienter, in the offer or sale
of securities, by use of the means or instruments of transportation or communication in interstate
commerce or by use of the mails, employed a device, scheme, or artifice to defraud, in violation
of Section 17(a)(1) of the Securities Act.
72. Richard and Susan Olive, directly or indirectly, in the offer or sale of securities,
by use of the means or instruments of transportation or communication in interstate commerce or
by use of the mails, obtained money or property by means of untrue statements of material fact
19

or by omissions to state material facts necessary to make the statements made, in light of the
circumstances under which they were made, not misleading, in violation of Section 17(a)(2) of
the Securities Act.
73. Richard and Susan Olive, directly or indirectly, in the offer or sale of securities,
by use of the means or instruments of transportation or communication in interstate commerce or
by use of the mails, engaged in transactions, practices, or courses of business which have been or
are operating as a fraud or deceit upon the purchasers of securities, in violation of Section
17(a)(3) of the Securities Act.
74. Richard and Susan Olive have violated, and unless restrained and enjoined will in
the future violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF

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

[15 U.S.C. §§ 78j(b) and 17 C.F.R. § 240.10b-5]

75. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
76. Richard and Susan Olive, acting with scienter, by use of means or
instrumentalities of interstate commerce or of the mails, or of any facility of a national securities
exchange, used or employed, in connection with the purchase or sale of a security, a
manipulative or deceptive device or contrivance in contravention of the rules and regulations of
the SEC, in violation of Section 10(b) of the Exchange Act.
77. Richard and Susan Olive, acting with scienter, employed devices, schemes or
artifices to defraud, or engaged in acts, practices or courses of business which operated or would
operate as a fraud or deceit upon any person, in violation of Rule 10b-5(a) and (c).
20

78. Richard Olive, acting with scienter, made untrue statements of material fact or
omitted to state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, in violation of Rule 10b-5(b).
79. Richard and Susan Olive have violated, and unless restrained and enjoined will in
the future violate Exchange Act Sections 10(b) and Rule 10b-5 [15 U.S.C. §§ 78j(b) and 17
C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF

Fraud – Aiding and Abetting We The People’s Violations of

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

[15 U.S.C. §§ 78j(b) and 17 C.F.R. §240.10b-5]

(Against Defendant Richard Olive)

80. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
81. We The People violated Section 10(b) of the Exchange Act and Rule 10b-5(b)
thereunder.
82. Richard Olive knew, or was reckless in not knowing, of We The People’s
violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, and he
substantially assisted We The People in committing these violations.
83. By reason of the foregoing, Richard Olive aided and abetted We The People’s
violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, and unless
restrained and enjoined will continue to aid and abet violations of these provisions.
21

FOURTH CLAIM FOR RELIEF
Fraud – Aiding and Abetting Richard Olive’s and We The People’s Violations of
Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder [15 U.S.C. §§ 78j(b) and 17 C.F.R. §240.10b-5]
(Alternatively, Against Defendant Susan Olive)
84. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
85. We The People and Richard Olive violated Section 17(a) of the Securities Act and
10(b) of the Exchange Act and Rule 10b-5 thereunder.
86. Susan Olive knew, or was reckless in not knowing, of We The People’s and
Richard Olive’s violations of Section 17(a) of the Securities Act and Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, and she substantially assisted We The People and
Richard Olive in committing these violations.
87. By reason of the foregoing, Susan Olive aided and abetted We The People’s and
Richard Olive’s violations of Section 17(a) of the Securities Act and Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, and unless restrained and enjoined will continue to aid
and abet violations of these provisions.
FIFTH CLAIM FOR RELIEF
Sale of Unregistered Securities – Violations of Sections 5(a) and 5(c) of the Securities
Act
[15 U.S.C. §§ 77e(a) and 77e(c)]
88. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
89. Richard and Susan Olive, directly or indirectly, made use of the means or
instruments of transportation or communication in interstate commerce or of the mails to offer
and sell securities through the use or medium of a prospectus or otherwise, and carried or caused
to be carried through the mails, or in interstate commerce, by means or instruments of
22

transportation, such securities for the purpose of sale or for delivery after sale, when no
registration statement had been filed or was in effect as to such securities.
90. Richard and Susan Olive have violated, and unless restrained and enjoined, will
continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)].
SIXTH CLAIM FOR RELIEF

Offers and Sales of Securities by an Unregistered Broker-Dealer

Violations of Exchange Act Section 15(a)

[15 U.S.C. § 78o(a)]

91. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
92. Richard and Susan Olive, while engaged in the business of effecting transactions
in securities for the account of others made use of the mails or the means or instrumentalities of
interstate commerce to effect transactions in, or to induce or attempt to induce the purchase or
sale of, a security without being registered in accordance with Section 15(a) of the Exchange
Act.
93. Richard and Susan Olive have violated, and unless restrained and enjoined will in
the future violate Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)]
SEVENTH CLAIM FOR RELIEF

Equitable Disgorgement, Unjust Enrichment, and Constructive Trust

(Against Relief Defendant WNA)

94. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set
forth herein.
95. WNA obtained money, property and assets which are the proceeds, or are
traceable to the proceeds, of the violations of the securities laws by Richard and Susan Olive.
96. WNA has no legitimate claim to these ill-gotten gains.
23

97. WNA should be required to disgorge all ill-gotten gains to which it has no
legitimate claim under the equitable doctrines of disgorgement, unjust enrichment, and
constructive trust.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
1. Find that the Defendants Richard and Susan Olive committed each of the
violations alleged in this Complaint;
2. Enter Injunctions, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently restraining and enjoining Defendants Richard and Susan Olive,
and their officers, agents, servants, employees, attorneys, fictitious trade name entities, and those
persons in active concert or participation with them who receive actual notice by personal service
or otherwise, from violating the laws and rules alleged in this Complaint;
4. Order that Defendants Richard and Susan Olive, and Relief Defendant WNA,
each disgorge all ill-gotten gains, together with prejudgment and post judgment interest;
5. Order that Defendants Richard and Susan Olive pay civil money penalties
pursuant to pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)];
6. Order that Defendants Richard and Susan Olive, and Relief Defendant WNA, and
any entities that they control, each prepare a sworn accounting of their receipt, disbursement
and/or use of any funds received directly or indirectly from any investor and include a schedule
of each of their assets and liabilities and a schedule of the assets and liabilities of any entities that
they control;
7. Order such other relief as this Court may deem just or appropriate.
24

JURY DEMAND
Plaintiff demands a jury in this matter.
Dated: February 4, 2013
Respectfully submitted,
/s/ Nicholas Heinke
Nicholas Heinke (Special Bar No. A5501845)
Dugan Bliss
U.S. Securities and Exchange Commission
1801 California Street, Suite 1500
Denver, CO  80202
Telephone: (303) 844-1000
Facsimile: (303) 844-1068
Attorneys for Plaintiff
Of Counsel:
Ian Karpel
Michael Cates
Stephen C. McKenna
U.S. Securities and Exchange Commission
1801 California Street, Suite 1500
Denver, CO  80202
Telephone: (303) 844-1000
Facsimile: (303) 844-1068
25

Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 1 of 25 

UNITED STATES DISTRICT COURT 
FOR THE SOUTHERN DISTRICT OF FLORIDA 

Case No. ____________-Civ 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

vs. 

RICHARD OLIVE and SUSAN OLIVE, 

Defendants, 

and 

WE’RE NOT ALONE, LLC, 

Relief Defendant. 

COMPLAINT
 

Plaintiff, United States Securities and Exchange Commission (“SEC”), states and alleges 

as follows against Defendants Richard Olive and Susan Olive, and Relief Defendant We’re Not 

Alone, LLC (“WNA”): 

SUMMARY OF THE CASE 

1. Richard Olive and Susan Olive defrauded hundreds of senior citizens by taking 

their hard-earned savings with inflated promises of value and safety, while luring these investors 

by falsely claiming to donate millions of dollars to charity.  The Olives were the key executives 

at We The People, Inc. of the United States (“We The People”), a purported charitable 

organization based in Tallahassee, Florida.  We The People, through Richard and Susan Olive, 

perpetrated their fraudulent scheme by making false and misleading statements in connection 

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with the offer, sale, and purchase of securities. Enticed by the scheme, investors transferred 

assets – stocks, annuities, real estate,  or cash – to We The People in exchange for an investment 

product that We The People called a “tax-deductible gift annuity” or “charitable gift annuity” 

(“CGA”). From June 2008 through April 2012 (the “Relevant Period”), We The People raised 

over $75 million in assets from approximately 400 investors in over 30 states, including Florida, 

Colorado, and Texas. Almost all of these investors are elderly.   

2. The Olives essentially hijacked We The People – which had been largely dormant 

for years – and used it as a vehicle to raise money, not for charity, but for themselves. 

Throughout the Relevant Period, We The People did minimal charitable work, but paid the 

Olives more than a million dollars. Indeed, the Olives took far more than that, misappropriating 

hundreds of thousands of dollars in investor funds without the knowledge or approval of anyone 

at We The People. The Olives funded their scheme through the sale of bogus investment 

products: the CGAs. 

3. The marketing and promotional materials for the CGA offering – drafted by 

Richard Olive, with assistance from Susan Olive – contained several misrepresentations and 

omissions of material fact, including: 

•	 misleading investors about the value of the CGAs, claiming they had the same worth 
as the assets that investors exchanged – the “full accumulated value” – when, in fact, 
they were only worth 65 to 75 percent of that value; 

•	 falsely claiming that the CGAs were safe and secure, touting a non-existent “trust 
account” with a reputable trust institution and falsely stating that that We The People 
obtained “reinsurance,” i.e., additional insurance to protect against any risk of loss; 

•	 failing to disclose the sizable commissions We The People paid to third-party 
promoters – and to Richard and Susan Olive – on the sale of CGAs, hiding that these 
commissions totaled several million dollars; and 

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•	 hiding from investors the indictments and regulatory sanctions issued against Richard 
and Susan Olive for fraudulently selling similar products at a company they ran 
known as National Foundation of America (“NFOA”). 

We The People also made false public statements regarding the amount of charitable 

contributions it made, significantly exaggerating those contributions.  

4. Throughout the time of We The People’s fraudulent offering, Richard and Susan 

Olive played critical roles in producing and disseminating We The People’s marketing and 

promotional materials, as well as administering the CGA program. Richard and Susan Olive 

schemed to defraud investors and violated several provisions of the federal securities laws. 

5. The SEC brings this civil enforcement action against Richard and Susan Olive 

seeking permanent injunctions, disgorgement plus prejudgment and postjudgment interest, and 

civil penalties for violations of, and/or aiding and abetting violations of, Sections 5(a), 5(c), and 

17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), 77q(a)]; 

Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

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

JURISDICTION AND VENUE 

6. The Court has jurisdiction pursuant to Securities Act Sections 20(b) and 22(a) [15 

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

78u(d) and (e) and 78aa]. 

7. In connection with the acts described in this Complaint, Richard and Susan Olive 

used the mails, other instruments of communication in interstate commerce, and means or 

instrumentalities of interstate commerce. 

8. Venue lies in this Court pursuant to Securities Act Section 22(a) [15 U.S.C. § 

77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], and 28 U.S.C. § 1391(b)(1) & (2).  On 

information and belief, Richard and Susan Olive maintain their residence in the Southern District 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 4 of 25 

of Florida.  Further, certain of the acts and practices described in this Complaint occurred in the 

Southern District of Florida. Richard and Susan Olive participated in the offer and sale of 

securities in the Southern District of Florida, and certain investors in We The People reside in the 

Southern District of Florida. 

DEFENDANTS 

9. On information and belief, Richard Olive, age 47, resides in Vero Beach, 

Florida. From March 2008 through April 2012, Richard Olive served as We the People’s chief 

of program services. 

10. On information and belief, Susan Olive, age 48, resides in Vero Beach, Florida.  

From March 2008 through April 2012, Susan Olive served as We the People’s chief of finance 

and administration. 

11. We’re Not Alone, LLC (“WNA”), is a Florida limited liability company based 

in Tallahassee, Florida.  Susan Olive claims ownership of WNA. 

RELATED PARTY 

12. We The People, Inc. of the United States was founded in 1987 and originally 

operated as non-profit organization that promoted nuclear safety. From the late 1990s until 

2008, We The People was an entity that had no assets and limited operations.  However, We The 

People became significantly more active in March 2008, when Richard and Susan Olive were 

brought on board.   

FACTUAL BACKGROUND 

I. The Olives Join We The People. 

13. In March 2008, the Olives signed a joint employment agreement with We The 

People.  Under the agreement, We The People and Richard and Susan Olive agreed to raise 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 5 of 25 

money for We The People in exchange for commission payments. The Olives raised these funds 

through sales of CGAs. 

14. Originally, Richard and Susan Olive agreed to receive a combined 1.5% 

commission on all money raised through the CGA program. In March 2009, We The People and 

Richard and Susan Olive increased the combined percentage to 2.5%.  And in June 2009, 

Richard and Susan Olive started receiving a base salary as well as a combined .75% commission.  

15. During their period of employment, March 2008 to April 2012, Richard and 

Susan Olive paid themselves over $1.1 million in salary and commission – including several 

hundred thousand dollars in unauthorized payments. 

16. At the time they joined We The People, Richard and Susan Olive were subject to 

numerous adverse legal proceedings related to their previous business, NFOA.  Richard and 

Susan Olive ran an investment program at NFOA, a purported charity based in Tennessee, which 

involved having elderly individuals transferring assets to NFOA and, in exchange for the 

transferred assets, NFOA would issue investors a product similar to We The People’s CGAs. 

17. By the time Richard and Susan Olive joined We The People, regulators in several 

states, including, but not limited to, Alabama, California, Florida, Iowa, Tennessee, Texas, and 

Washington had determined that NFOA’s products were not properly registered, or that NFOA 

made misleading statements to investors in connection with the sale of the products.  For 

example: 

•	 In April 2007, the State of Florida determined that Richard Olive and Susan Olive 
were engaged in unauthorized and illegal transactions through NFOA and presented 
“an immediate danger to the public health, safety or welfare of Florida consumers.”  

•	 In May 2007, the Texas State Securities Board issued a cease and desist order which 
found that NFOA’s products were “securities” and that the securities were sold 
illegally both because they were unregistered and because NFOA and Richard Olive 

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“intentionally” failed to disclose “material facts” in connection with the sales of those 
securities. 

•	 Also in May 2007, the State of Tennessee brought a civil suit against NFOA and 
Richard and Susan Olive, among others, for selling products without the proper 
licenses and registration.  Shortly thereafter, the court appointed a receiver to wind 
down NFOA’s affairs. 

18. Richard and Susan Olive’s conduct at NFOA also resulted in criminal charges.  In 

February 2010, while they were employed by We The People, a Tennessee grand jury indicted 

Richard and Susan Olive on multiple theft charges in connection with their sale of investment 

products at NFOA.  Then, in March 2012, a federal grand jury in the Middle District of 

Tennessee indicted Richard Olive on several fraud counts arising out of his actions at NFOA.  

II. The Olives Offered and Sold We The People CGAs. 

19. Richard and Susan Olive were hired by We The People to create and run the CGA 

program. Beginning on or about May 2008 and continuing through April 2012, We The People 

solicited investors to purchase CGAs, which were securities, through an asset exchange.  

Specifically, We The People offered to have investors exchange various assets – including 

stocks, annuities, real estate, or cash – for a CGA.  Under the CGA agreement, We The People 

agreed to make periodic payments, immediately or after a period of deferment, for the lifetime of 

the CGA purchaser and, sometimes, his or her designated beneficiary. 

20. Richard and Susan Olive were directly involved in nearly all aspects of the We 

The People’s CGA program, and received commissions based on the assets transferred.  Richard 

Olive organized We The People’s sales operations, drafted the marketing and promotional 

materials and caused their distribution, and solicited investors. Susan Olive had the primary 

responsibility at We the People for the financial administration of the CGA program and assisted 

Richard Olive in marketing and promoting the CGAs. She collected proceeds from transferred 

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assets, controlled payments to management, and determined and paid commissions to herself, 

Richard Olive, and so-called “marketing advisors,” who were third-party promoters that helped 

sell We The People’s CGAs. Richard and Susan Olive, together with one other individual, 

formed the “executive management group” at We The People and were the highest-paid 

employees at We The People.  

21. Richard and Susan Olive conducted seminars about the program for potential 

investors and, at those seminars, distributed promotional materials related to the program.  

Richard Olive was featured on promotional videos distributed by We The People and also spoke 

directly with individuals over the phone to solicit investments with We The People. 

22. Investors also learned about We The People’s investment product from third-party 

promoters (recruited by Richard Olive) who signed marketing agreements with We The People.  

We The People would provide these promoters with materials, including flyers, letters, 

illustrations, and even videos, to use in soliciting the investments.  We The People paid these 

promoters significant commissions, ranging from 7-10% of the value of the investor assets 

exchanged for CGAs.    

23. Investors further learned about We The People’s product from its website, direct 

mail solicitations, or through in-person seminars conducted by Richard and Susan Olive. 

24. During the period We The People was issuing and exchanging securities, it 

claimed to operate as a non-profit organization.  However, rather than operate as a charity, 

Richard and Susan Olive operated We The People for the primary purpose of issuing CGAs.  

Richard and Susan Olive also used the proceeds of the CGA offering to pay substantial sums to 

themselves, third-party promoters, and consultants.  

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25. Although called a “charitable gift annuity,” We The People’s CGAs were 

different from CGAs issued legitimately for several reasons, including, but not limited to: (a) We 

The People marketed the product based on false representations regarding the financial benefits 

of its CGAs; (b) We The People utilized third party promoters who touted We The People’s 

CGA products in exchange for significant, undisclosed commissions; (c) We The People issued 

CGAs primarily to benefit the Olives and third-party promoters, rather than charity; and (d) 

assets transferred to We The People in exchange for CGAs were its only source of funds.  

26. By the end of 2009, investors had transferred almost $10 million in assets to We 

The People in exchange for its CGAs.  By the end of 2010, that number had risen to over $25 

million.  And as of April 2012, when We The People ceased offering CGAs in response to the 

SEC’s investigation of its conduct, We The People had received over $75 million in assets from 

over 400 investors in over 30 states in exchange for the issuance of its investment products. A 

portion of the assets received in exchange for CGAs consisted of stocks and other securities.  

III.	 Richard Olive Made Materially False, Fraudulent, and Misleading Statements and 
Omissions. 

27. As a part of the scheme, Richard Olive drafted marketing materials for We The 

People that contained numerous false and misleading statements and omissions. Richard Olive 

also directly made numerous false and misleading statements and omissions. 

A.	 Richard Olive Made False, Fraudulent, and Misleading Statements About 
the Value of the CGAs. 

28. Richard Olive both drafted for We The People, and directly made himself, false 

statements about the value of the CGAs. He claimed that the CGAs investors were receiving 

were equivalent in value to the assets they exchanged, when in fact the CGAs were worth far 

less. 

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29. For example, in a letter sent to prospective investors describing the CGA product, 

We The People stated that each CGA was worth the “full accumulated value” of the asset the 

investor was transferring. This letter, drafted by Richard Olive, was sent to investors and 

prospective investors throughout the Relevant Period. 

30. In a promotional DVD distributed by We The People, Richard Olive reiterated the 

“full accumulated value” claim, repeatedly stating that if potential investors exchanged an 

existing annuity, they would receive a CGA worth the full accumulated value of their old 

annuity. This DVD, which was created in 2010 and distributed throughout the remainder of the 

Relevant Period, was sent to third-party promoters with the intent that it be shown to potential 

investors. 

31. The “full accumulated value” claim was also made in marketing materials drafted 

by Richard Olive and distributed by We The People throughout the Relevant Period. For 

example: 

•	 A We The People postcard poses the question: “Who’s going to bail out your annuity 
at the Full Accumulated Value – and you can receive Cash back?” 

•	 Another postcard, titled “I WANT YOUR ANNUITY!!!,” states that the potential 
investor would “[k]eep [the] FULL ACCUMULATED VALUE” of their transferred 
asset. 

•	 A flyer entitled “the Annuity Exchange” notes the following “simple” steps to 
receiving a CGA: “Annuity owner signs a change of ownership form. We The People 
(WTP) issues a new annuity to you at the accumulated value of the exchanged 
annuity.” 

•	 A letter sent to third-party promoters claims that, in exchange for “a variety of assets, 
including annuities, real estate, securities and cash,” investors would receive, among 
other things, a “New Contract at the FULL Accumulated Value.” 

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32. During seminars held throughout the Relevant Period, Richard Olive made similar 

misstatements, telling investors and potential investors that they would receive a CGA “issued at 

the accumulated value” of their exchanged asset. 

33. Each of these statements was false and misleading. Potential investors were not 

told in advance of transferring their assets to We The People that the value of the CGA issued in 

exchange for the transferred assets was always substantially less than the transferred assets’ full 

accumulated value. It was worth less because We The People took a significant percentage of the 

asset’s value and kept it as a purported “charitable gift.” Indeed, We The People’s internal 

calculations showed that the value of the CGAs were typically only 65 to 75 percent of the value 

of the assets transferred. 

B.	 Richard Olive Made False, Fraudulent, and Misleading Statements About 
the Security of the CGAs. 

34. Richard Olive also drafted, and directly made, misstatements regarding the safety 

and security of We The People’s CGAs. He claimed that the CGAs were backed by reserves in 

an untouchable “trust account,” and that We The People carried “reinsurance” as a way to 

mitigate any risk of loss. Neither claim was true. 

35. We The People and Richard Olive falsely stated that We The People maintained a 

significant, secure reserve. For example: 

•	 In the promotional DVD discussed at paragraph 30 above, Richard Olive pushed the 
“safety and security” of the CGA investment, claiming that “we … maintain 110% of 
the present value secured in a trust account at SEI Private Trust Company.” 

•	 In marketing materials drafted by Richard Olive and distributed throughout the 
Relevant Period, We The People further touted its purported reserve with SEI, stating 
that, because “[t]he safety and security of assets is paramount,” it had “chosen to use 
a trust institution with over $15.7 billion under management, SEI Private Trust,” to 
“segregate[ ] assets and hold[ ] them as custodian.” The materials further stated that 
SEI provided “[s]afekeeping of investment related assets.” 

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•	 A call script drafted by Richard Olive and used by We The People employees 
included the claim that We The People kept their reserve account in a “trust account,” 
which meant the reserve could not be borrowed or loaned against. 

36. In fact, We The People did not have any restricted-access “trust accounts,” let 

alone maintain a “reserve” in them. Further, We The People did not have a “trust account” with 

SEI, but rather maintained only a small brokerage account. 

37. Indeed, We The People’s legal counsel instructed Richard Olive to stop 

representing that We The People maintained reserves backed by assets held in trust because such 

statements were false. In spite of that instruction, Richard Olive continued to make this false 

representation. 

38. Further with respect to the safety and security of the investment, We The People 

and Richard Olive falsely stated that We The People “reinsured” its investment products, i.e., 

that We The People carried additional insurance to protect against any risk of loss. For example: 

•	 In a flyer entitled “We The People Reinsurance,” We The People claimed that it 
purchased “[r]einsurance contracts” “issued by highly rated commercial insurance 
companies,” and that it did so “in order to minimize the risks” of its CGAs. 

•	 In another flyer, We The People touted that “We now offer Reinsurance.” 

•	 In the promotional DVD discussed at paragraph 30 above, Richard Olive further told 
potential investors that We The People “backed up our liability” through a 
reinsurance carrier. 

39. Richard Olive even told We The People’s legal counsel that he had obtained 

reinsurance from an insurance company to cover its potential liabilities under the CGAs.  

40. These statements were false. In reality, Richard Olive did not purchase 

reinsurance from an insurance company to cover We The People’s potential liabilities under the 

CGAs, nor was there any obligation from any insurance company to any investor to cover losses 

in the event We The People defaulted on its payment obligations. 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 12 of 25 

C.	 Richard Olive Made False, Fraudulent, and Misleading Statements About 
the Olives’ Checkered Past, and Lucrative Present. 

41. Neither We The People’s public disclosures (including marketing materials and 

other documents drafted by Richard Olive with the assistance of Susan Olive) nor Richard 

Olive’s statements to  investors ever disclosed significant, material information about the Olives, 

including: 

•	 that the Olives had been found to have engaged in securities fraud in connection with 
the sale of similar investment products at NFOA, as discussed in paragraph 17 above; 

•	 that the Olives had been criminally indicted for their conduct at NFOA, as discussed 
in paragraph 18, above; and 

•	 that We The People paid significant commissions to the Olives for the sale of CGAs, 
ranging from .75% to 2.5% during the Relevant Period. 

42. We The People and Richard Olive also failed to disclose to investors that We The 

People typically paid commissions of 7%, and in some instances up to 10%, to third-party 

promoters in connection with the sale of CGAs. 

D.	 Richard Olive’s Misstatements and Omissions Were Material. 

43. Each of the above misstatements and omissions was material to investors. For 

example, it would be important to investors to know that, rather than receive a CGA worth the 

“full accumulated value” of the asset they were exchanging, they were in fact receiving a CGA 

worth far less than the original asset. Further, it would be important to investors to know that 

their investments were not backed by reserves in a trust account, or by reinsurance. It would also 

be important to know that both the Olives and the third-party promoters were being paid 

significant commissions on the sale of each investment product; this suggests that the Olives and 

the promoters had their own personal interests, rather than the best interests of investors, in mind 

when recommending the CGAs. Finally, it would be important for investors to know that they 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 13 of 25 

were dealing, not with executives who had a sterling past in charity work or investments, but 

rather with people who had been civilly censured and criminally indicted in connection with their 

roles in a similar investment scheme. 

IV. The Olives Engaged in a Scheme to Defraud. 

44. The misstatements and omissions detailed above were only part of a fraudulent 

scheme to hijack a charity, use it to entice investors to trade in millions of dollars in assets for 

less-valuable CGAs, and use the difference in value to pay out significant salaries and 

commissions rather than do real charity work. This scheme was perpetuated by We The People, 

at the direction of Richard and Susan Olive. 

45. In addition to the misstatements and omission outlined in Section III, above, the 

Olives also presented We The People as a legitimate charity when it was in fact only a front to 

sell bogus investment products. In 2010, for example, We The People incurred almost $3 million 

in expenses. These expenses included $1.25 million in commission payments to third-party 

promoters, and $400,000 in salary and commissions to the Olives. During this period, We The 

People spent less than $200,000 on purported charitable services. 

46. Indeed, We The People directed only an insignificant amount of the money raised 

towards charitable services, contrary to its representations.  For instance, in a December 7, 2009 

press release, We The People claimed it had “donate[d] 21.8 million in relief aid” to AIDS 

orphans in Zambia, when in fact the supplies were donated by others and WTP merely made a 

small donation to cover the cost of a third-party to ship the supplies. 

47. Further, the Olives surreptitiously misappropriated nearly three-quarters of a 

million dollars of investor funds from We The People. For example, during the Relevant Period, 

and without the knowledge and approval of others at We The People, Richard and Susan Olive 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 14 of 25 

paid themselves approximately $440,000 more than what was authorized under their 

employment agreement. Richard and Susan Olive also diverted approximately $200,000 of 

offering proceeds to an entity under Susan Olive’s control, WNA, and further diverted 

approximately $100,000 to pay their personal legal expenses. 

48. Richard Olive engaged in numerous deceptive acts in furtherance of the scheme. 

For example, in addition to hiding from investors the material facts detailed in Section III above, 

Richard Olive: 

•	 Directly misrepresented to investors the value and security of the CGAs; 

•	 Drafted We The People’s key misrepresentations about the value and security of the 
CGAs; 

•	 Failed to disclose, either directly to investors or in the We The People marketing 
materials that he drafted, that We The People was paying significant commissions on 
the sale of CGAs, or that he and Susan Olive had a checkered past with the regulatory 
and criminal authorities; 

•	 Lied to We The People’s legal counsel when claiming We The People had 
reinsurance, when he knew in fact it did not; and 

•	 Misappropriated hundreds of thousands of dollars of investor funds from We The 
People for his and Susan Olive’s personal gain. 

49. Susan Olive also committed several deceptive acts in furtherance of the scheme. 

Among other things, Susan Olive assisted Richard Olive in the preparation and then distribution 

of We The People’s marketing materials to investors and third-party promoters, and 

misappropriated hundreds of thousands of dollars of investor funds from We The People for her 

and Richard Olive’s personal gain. 

V. The Olives Acted With Scienter. 

50. Richard Olive acted with scienter in making the various misstatements outlined in 

Section III above, and in perpetrating the fraudulent scheme outlined in Section IV above. Given 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 15 of 25 

his position at We The People, and his significant involvement in the development of both the 

CGA program and the accompanying marketing materials, Richard Olive knew, or was reckless 

in not knowing, that the above statements and omissions were false and misleading, and that he 

was committing deceptive acts in furtherance of the scheme. 

51. Among other things, Richard Olive knew, or was reckless in not knowing, that: 

•	 The value of the CGA issued in exchange for the transferred assets was always 
substantially less than those assets’ full value. 

•	 We The People did not maintain reserves. Indeed, Richard Olive continued to make 
this misrepresentation despite being instructed by We The People’s legal counsel to 
stop because such a statement was false. 

•	 We The People did not purchase reinsurance. Despite knowing this, Richard Olive 
lied not only to investors, but to We The People’s own legal counsel, about whether 
reinsurance in fact existed. 

•	 Neither he nor We The People disclosed the commissions paid for sales of CGAs. 

•	 Neither he nor We The People disclosed the Olives’ regulatory troubles or criminal 
past. 

•	 We The People was not a legitimate charity, but rather devoted only minimal amounts 
to charitable services. 

•	 He and his wife misappropriated hundreds of thousands of dollars of investor funds 
from We The People for their own personal gain. 

52. Susan Olive also acted with scienter. Given her position at We The People, her 

knowledge of the finances of We The People (including, for example, commission payments), 

and her role in assisting Richard Olive in the preparation and then distribution of We The 

People’s marketing materials to investors and third-party promoters, Susan Olive knew, or was 

reckless in not knowing, that the above misstatements and omissions were false and misleading, 

and that she was committing deceptive acts in furtherance of the fraudulent scheme. 

53. Among other things, Susan Olive knew, or was reckless in not knowing, that: 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 16 of 25 

•	 We The People’s marketing materials, whose preparation she assisted, were 
materially false and misleading. 

•	 The value of the CGA issued in exchange for the transferred assets was always 
substantially less than those assets’ full value. 

•	 We The People was not a legitimate charity, but rather devoted only minimal amounts 
to charitable services. 

•	 She and Richard Olive misappropriated hundreds of thousands of dollars of investor 
funds from We The People for their own personal gain. 

VI. The Olives Aided and Abetted We The People’s Fraud. 

54. In addition to directly making misstatements, Richard Olive also aided and 

abetting We The People’s false statements and omissions. Specifically, he aided and abetted We 

The People’s violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder. As 

detailed in Section III above, Richard Olive drafted all of We The People’s marketing materials, 

which included misstatements about the value and security of the CGAs, and omissions of the 

significant commissions paid and the Olives’ checkered past. As further detailed in Section V 

above, Richard Olive knew these statements were false and misleading. 

55. Susan Olive alternatively aided and abetted Richard Olive’s and We The People’s 

fraud. Specifically, she aided and abetted Richard Olive’s and We The People’s violations of 

Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 

thereunder. For example, given her position at We The People, and her role in assisting Richard 

Olive in the preparation of We The People’s marketing materials, she knew that those materials 

were materially false and misleading. She also knew that We The People was not a legitimate 

charity, but rather devoted only minimal amounts to charitable services. 

56. Susan Olive substantially assisted Richard Olive’s and We The People’s fraud. 

For example, she assisted in the preparation and distribution of the false and misleading 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 17 of 25 

marketing materials. She further misappropriated hundreds of thousands of dollars of investor 

funds from We The People for her and Richard Olive’s personal gain. Susan Olive aided and 

abetted the fraud throughout the Relevant Period. 

VII. The Olives Sold Unregistered Securities. 

57. Section 5 of the Securities Act prohibits any offer, directly or indirectly, to sell a 

security unless a registration statement for that security has been filed with the SEC. A 

registration statement is transaction specific. Each sale of a security must either be made 

pursuant to a registration statement or fall under a registration exemption. 

58. The interests in the CGAs were investment contracts, which are securities under 

federal law. 

59. We The People’s CGAs were promoted and marketed as investments. We The 

People claimed that its CGAs were the “Best Investments for Retirement Income,” worth the 

“full accumulated value” of the assets transferred by investors to We The People, and that 

purchasers would receive an income stream, penalty free cash withdrawals, and tax benefits. 

60. Investors with We The People did not have any duties or management roles in the 

operation of the We The People CGA program.  Investors were dependent upon the expertise and 

efforts of Richard and Susan Olive for their returns.  Also, We The People pooled investor funds 

in various bank accounts.  

61. At the time of the offers and sales of the interests in We The People’s CGA 

program, there were no registration statements filed and in effect with respect to the program.  

62. We The People offered and sold interests in the investment program to hundreds 

of investors in multiple states. WTP operated a website available to anyone and mailed 

informational postcards to, and held investment seminars with, individuals that had no pre­

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 18 of 25 

existing relationship with We The People.  Except for the purported returns and identification of 

items being exchanged, the terms of the investment contracts were substantially similar.  

63. The Olives did not provide current or prospective investors with material, 

accurate information about We The People’s finances or about the value of the investment 

contracts that We The People sold.  The Olives also did not provide current or prospective 

investors with an audited balance sheet for We The People, or any other accurate, material 

financial disclosures.  

64. The Olives took no steps to ensure that the offering and sale of the CGAs were 

directed to only a small number of sophisticated investors and, in fact, took no steps to determine 

potential investors’ net worth, or that investors had the knowledge, experience, or business 

acumen to qualify as sophisticated or accredited investors. Most of the investors were elderly, 

many were unsophisticated, and some invested a significant portion of their entire savings with 

We The People. 

65. Richard and Susan Olive were key participants in the offering and received 

commissions.  As described previously, Richard Olive organized We The People’s sales 

operations, drafted and distributed the marketing materials, and solicited investors and third-

party promoters.  Susan Olive collected proceeds from transferred assets, controlled payments to 

management and promoters, and assisted Richard Olive in preparing and distributing marketing 

materials. 

66. The CGAs were not issued by an entity organized and operated exclusively for 

religious, educational, benevolent, fraternal, charitable, or reformatory purposes. 

67. Most, if not all, of the CGAs were not subject to the supervision of a state 

insurance commissioner, bank commissioner, or like agency. 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 19 of 25 

VIII. The Olives Acted as Unregistered Broker-Dealers. 

68. Section 15(a)(1) of the Exchange Act prohibits a broker or dealer from using 

jurisdictional means such as the telephone or mails to effect transactions in securities unless the 

broker or dealer is registered with the SEC.  Section 3(a)(4) of the Exchange Act defines a 

“broker” as any person who is engaged in the business of effecting transactions in securities for 

the account of others.  Section 3(a)(5) of the Exchange Act defines a “dealer” as any person 

engaged in the business of buying and selling securities for the person’s own account through a 

broker or otherwise.  

69. As detailed herein, Richard and Susan Olive participated in CGA transactions and 

received commissions, but neither Richard nor Susan Olive were registered as broker-dealers nor 

affiliated with any broker-dealers at the time of the offers and sales of the interests in We The 

People’s CGAs. 

FIRST CLAIM FOR RELIEF
 
Fraud - Violations of Securities Act Section 17(a)
 

[15 U.S.C. § 77q(a)]
 

70. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

71. Richard and Susan Olive, directly or indirectly, with scienter, in the offer or sale 

of securities, by use of the means or instruments of transportation or communication in interstate 

commerce or by use of the mails, employed a device, scheme, or artifice to defraud, in violation 

of Section 17(a)(1) of the Securities Act. 

72. Richard and Susan Olive, directly or indirectly, in the offer or sale of securities, 

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

by use of the mails, obtained money or property by means of untrue statements of material fact 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 20 of 25 

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

circumstances under which they were made, not misleading, in violation of Section 17(a)(2) of 

the Securities Act. 

73. Richard and Susan Olive, directly or indirectly, in the offer or sale of securities, 

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

by use of the mails, engaged in transactions, practices, or courses of business which have been or 

are operating as a fraud or deceit upon the purchasers of securities, in violation of Section 

17(a)(3) of the Securities Act. 

74. Richard and Susan Olive have violated, and unless restrained and enjoined will in 

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

SECOND CLAIM FOR RELIEF
 
Fraud – Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
 

[15 U.S.C. §§ 78j(b) and 17 C.F.R. § 240.10b-5]
 

75. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

76. Richard and Susan Olive, acting with scienter, by use of means or 

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

exchange, used or employed, in connection with the purchase or sale of a security, a 

manipulative or deceptive device or contrivance in contravention of the rules and regulations of 

the SEC, in violation of Section 10(b) of the Exchange Act. 

77. Richard and Susan Olive, acting with scienter, employed devices, schemes or 

artifices to defraud, or engaged in acts, practices or courses of business which operated or would 

operate as a fraud or deceit upon any person, in violation of Rule 10b-5(a) and (c). 

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78. Richard Olive, acting with scienter, made untrue statements of material fact or 

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

circumstances under which they were made, not misleading, in violation of Rule 10b-5(b). 

79. Richard and Susan Olive have violated, and unless restrained and enjoined will in 

the future violate Exchange Act Sections 10(b) and Rule 10b-5 [15 U.S.C. §§ 78j(b) and 17 

C.F.R. § 240.10b-5]. 

THIRD CLAIM FOR RELIEF
 
Fraud – Aiding and Abetting We The People’s Violations of
 

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

[15 U.S.C. §§ 78j(b) and 17 C.F.R. §240.10b-5]
 

(Against Defendant Richard Olive)
 

80. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

81. We The People violated Section 10(b) of the Exchange Act and Rule 10b-5(b) 

thereunder. 

82. Richard Olive knew, or was reckless in not knowing, of We The People’s 

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

substantially assisted We The People in committing these violations. 

83. By reason of the foregoing, Richard Olive aided and abetted We The People’s 

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

restrained and enjoined will continue to aid and abet violations of these provisions. 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 22 of 25 

FOURTH CLAIM FOR RELIEF 
Fraud – Aiding and Abetting Richard Olive’s and We The People’s Violations of 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act and 
Rule 10b-5 thereunder [15 U.S.C. §§ 78j(b) and 17 C.F.R. §240.10b-5] 

(Alternatively, Against Defendant Susan Olive) 

84. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

85. We The People and Richard Olive violated Section 17(a) of the Securities Act and 

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

86. Susan Olive knew, or was reckless in not knowing, of We The People’s and 

Richard Olive’s violations of Section 17(a) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder, and she substantially assisted We The People and 

Richard Olive in committing these violations. 

87. By reason of the foregoing, Susan Olive aided and abetted We The People’s and 

Richard Olive’s violations of Section 17(a) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder, and unless restrained and enjoined will continue to aid 

and abet violations of these provisions. 

FIFTH CLAIM FOR RELIEF 
Sale of Unregistered Securities – Violations of Sections 5(a) and 5(c) of the Securities 

Act 
[15 U.S.C. §§ 77e(a) and 77e(c)] 

88. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

89. Richard and Susan Olive, directly or indirectly, made use of the means or 

instruments of transportation or communication in interstate commerce or of the mails to offer 

and sell securities through the use or medium of a prospectus or otherwise, and carried or caused 

to be carried through the mails, or in interstate commerce, by means or instruments of 

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transportation, such securities for the purpose of sale or for delivery after sale, when no 

registration statement had been filed or was in effect as to such securities. 

90. Richard and Susan Olive have violated, and unless restrained and enjoined, will 

continue to violate Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)]. 

SIXTH CLAIM FOR RELIEF
 
Offers and Sales of Securities by an Unregistered Broker-Dealer 


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

91. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

92. Richard and Susan Olive, while engaged in the business of effecting transactions 

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

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

sale of, a security without being registered in accordance with Section 15(a) of the Exchange 

Act. 

93. Richard and Susan Olive have violated, and unless restrained and enjoined will in 

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

SEVENTH CLAIM FOR RELIEF
 
Equitable Disgorgement, Unjust Enrichment, and Constructive Trust
 

(Against Relief Defendant WNA)
 

94. The SEC incorporates the allegations of paragraphs 1 through 69 as if fully set 

forth herein. 

95. WNA obtained money, property and assets which are the proceeds, or are 

traceable to the proceeds, of the violations of the securities laws by Richard and Susan Olive. 

96. WNA has no legitimate claim to these ill-gotten gains. 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 24 of 25 

97. WNA should be required to disgorge all ill-gotten gains to which it has no 

legitimate claim under the equitable doctrines of disgorgement, unjust enrichment, and 

constructive trust. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

1. Find that the Defendants Richard and Susan Olive committed each of the 

violations alleged in this Complaint; 

2. Enter Injunctions, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently restraining and enjoining Defendants Richard and Susan Olive, 

and their officers, agents, servants, employees, attorneys, fictitious trade name entities, and those 

persons in active concert or participation with them who receive actual notice by personal service 

or otherwise, from violating the laws and rules alleged in this Complaint; 

4. Order that Defendants Richard and Susan Olive, and Relief Defendant WNA, 

each disgorge all ill-gotten gains, together with prejudgment and post judgment interest; 

5. Order that Defendants Richard and Susan Olive pay civil money penalties 

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

Section 21(d) [15 U.S.C. § 78u(d)]; 

6. Order that Defendants Richard and Susan Olive, and Relief Defendant WNA, and 

any entities that they control, each prepare a sworn accounting of their receipt, disbursement 

and/or use of any funds received directly or indirectly from any investor and include a schedule 

of each of their assets and liabilities and a schedule of the assets and liabilities of any entities that 

they control; 

7. Order such other relief as this Court may deem just or appropriate. 

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   Case 2:13-cv-14047-XXXX Document 1 Entered on FLSD Docket 02/04/2013 Page 25 of 25 

JURY DEMAND 

Plaintiff demands a jury in this matter. 

Dated: February 4, 2013 

Respectfully submitted, 

/s/ Nicholas Heinke 
Nicholas Heinke (Special Bar No. A5501845) 
Dugan Bliss 
U.S. Securities and Exchange Commission 
1801 California Street, Suite 1500 
Denver, CO  80202 
Telephone: (303) 844-1000 
Facsimile: (303) 844-1068 
Attorneys for Plaintiff 

Of Counsel: 
Ian Karpel 
Michael Cates 
Stephen C. McKenna 
U.S. Securities and Exchange Commission 
1801 California Street, Suite 1500 
Denver, CO  80202 
Telephone: (303) 844-1000 
Facsimile: (303) 844-1068 

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