SEC v. Harry Zhabilov; Billy V. Ray, Jr.; Charles Dilluvio; Stephen Apolant; Dannie Zhabilov; Jonathan Farber, et al., No. 1:24-cv-07362, Southern District of New York (Sept. 30, 2024) — Complaint

Nita Klunder
Marc Jones*
Amy Gwiazda*
Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)
*Not admitted in the U.S. District for the Southern District of New York

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,
      Plaintiff,
 v.

HARRY ZHABILOV,
BILLY V. RAY, JR.,
CHARLES DILLUVIO,
STEPHEN APOLANT,
DANNIE ZHABILOV,
JONATHAN FARBER,
CAMELOT NEVADA TRUST,
SEACOR CAPITAL, INC.,
SKY-DIRECT LLC, and
WEXFORD INDUSTRIES LTD.,
    Defendants,

and

NY FARMS GROUP, INC. and
EQUITY MARKETS ADV LLC,
                                      Relief Defendants.

Civil Action No. 1:24-CV-7362

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (“Commission”), alleges the following
against defendants Harry Zhabilov (“Zhabilov”), Billy Ray, Jr. (“Ray”), Charles Dilluvio
(“Dilluvio”), Stephen Apolant (“Apolant”), Dannie Zhabilov (“Dannie”), Jonathan Farber

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(“Farber”), Camelot Nevada Trust (“Camelot”), Seacor Capital, Inc. (“Seacor”), Sky-Direct LLC
(“Sky-Direct”), and Wexford Industries Ltd. (“Wexford”) (together, “Defendants”), and the
relief defendants NY Farms Group, Inc. (“NY Farms”) and Equity Markets ADV LLC (“Equity
Markets”) (together, “Relief Defendants”):
SUMMARY
1. Enzolytics, Inc. (“Enzolytics”) is a Delaware public company with little (and
sometimes no) trading in its stock.  From no later than fall 2017 through at least summer 2022
(“Relevant Period”), defendants Zhabilov, Ray, Dilluvio, and Apolant (collectively, “Control
Group”), along with entities Camelot, Seacor, and Sky-Direct engaged in a fraudulent scheme to
profit from accumulating Enzolytics stock while concealing their control of the company and the
stock, then selling that stock to retail investors.  Defendants shared about $92 million in stock
sale proceeds generated by their scheme.
2. In 2018, Zhabilov (Enzolytics’ CEO) and Ray (who purportedly consulted for the
company through Camelot) made a series of misrepresentations to transfer agents, attorneys, and
the public in the course of selling Enzolytics shares that allowed them to sell debt supposedly
owed by Enzolytics to Apolant and Dilluvio’s associate (“Associate”).  Associate bought the
debt owed to Ray for $100,000.  Ray shared those payments with Zhabilov.  In return, Enzolytics
issued over half a billion unrestricted shares to Associate.
3. In 2020, the Control Group obtained unrestricted Enzolytics shares it could sell to
the public through agreements purportedly for consulting services with Dilluvio and with
Zhabilov’s daughter, Dannie.  The Control Group then used a series of misrepresentations
relating to Dilluvio and Dannie’s affiliate status to convert the debt from the unpaid consulting
agreements into unrestricted shares they could, and did, sell.

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4. Zhabilov and Dannie created phony documents and lied to the transfer agent used
by Defendants to facilitate stock transactions (“transfer agent”) and transfer 231 million
unrestricted shares from Enzolytics to Dannie.  The misrepresentations were designed to avoid
the stock sale limitations placed on insiders by federal securities laws.
5. Ray had Dannie transfer the shares she received to Farber for Farber to sell.  For
brokering this transaction, Ray received 1 million Enzolytics shares.  Farber sent Dannie $7.125
million for the transferred shares.  Dannie used that money to buy a home for herself, pay off her
parents’ mortgage, lease a luxury car for her father, and also sent Ray, via Camelot, over
$726,000.
6. While Farber was selling stock on behalf of the Control Group, they were funding
a stock promotion campaign promoting Enzolytics stock.  The goal of the promotion campaign
was to generate sufficient interest among retail investors to buy all the shares the Control Group
was selling without severely depressing the prices of those shares.
7. The Control Group also used a sham consulting agreement to get Dilluvio 200
million unrestricted Enzolytics shares.  Dilluvio then sold those shares to the public through
intermediaries, including Wexford (by Farber).
8. Apolant and Dilluvio converted Enzolytics debt into nearly 400 million
unrestricted Enzolytics shares.  To get the shares issued without a restrictive legend (a
designation intended to prevent shareholders from transferring ownership of otherwise restricted
stock in violation of the federal securities laws), Apolant and Dilluvio provided attorney opinion
letters falsely stating that their entities which held the stock were not affiliates of Enzolytics.  At
the time, Apolant and Dilluvio (and thus the entities they controlled) were affiliates of
Enzolytics.

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9. Farber was transferred at least 350 million Enzolytics shares controlled by the
Control Group, most of which he then sold to the public.  In turn, Farber transferred at least $62
million of stock sale proceeds back to the Control Group.
10. When the Control Group, through Farber, sold Enzolytics stock, there were no
registration statements for those sales on file with the Commission or in effect for those
transactions.  No exemption from the registration requirement applied.
11. As a result of the conduct described below, Zhabilov, Ray, Dilluvio, Apolant,
Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated, and unless restrained and
enjoined will continue to violate, Sections 5(a) and 5(c), and 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. §§77e(a), (c), 77q(a)], Section 10(b) of the Securities Exchange
Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R.
§240.10b-5].  As a result of the conduct described below, Farber and Wexford also 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)].
12. The Commission seeks:
• a permanent injunction against Defendants, enjoining them from engaging in
transactions, acts, practices, and courses of business of the type alleged in this
Complaint;
• an order barring Defendants Dilluvio and Ray from directly or indirectly, including, but
not limited to, through an entity owned or controlled by any of them, participating in the
issuance, purchase, offer, or sale of any security; provided, however, that such injunction
shall not prevent Dilluvio and Ray from purchasing or selling securities listed on a
national securities exchange for their own personal accounts;

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• disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest;
• civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. §77t(d)] and
Section 21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)];
• an order permanently barring Zhabilov, Apolant, Dannie, Farber, Camelot, Seacor, Sky-
Direct, and Wexford from participating in any offering of a penny stock, pursuant to
Section 20(g) of the Securities Act [15 U.S.C. §77t(g)] and Section 21(d) of the
Exchange Act [15 U.S.C. §78u(d)];
• an order prohibiting Zhabilov, Dilluvio, and Apolant from acting as officers or directors
of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. §781], or that is required to file reports pursuant to Section
15(d) of the Exchange Act [15 U.S.C. §78o(d)]; and,
• such other relief as the Court may deem appropriate.
13. The Commission seeks against Relief Defendants disgorgement of their ill-gotten
gains together with prejudgment interest, and such other relief as the Court may deem
appropriate.
JURISDICTION AND VENUE
14. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. §77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§78u(d), 78u(e), and 78aa].
15. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§77v(a)] and Section 27 of the Exchange Act [15 U.S.C. §78aa].  Some of the acts, practices,
transactions, and courses of business alleged in this Complaint occurred within the Southern

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District of New York.  Some of the acts, practices, transactions and courses of business alleged
in this Complaint were effected, directly or indirectly, by using means or instrumentalities of
transportation or communication in interstate commerce, or the mails.  For example, several
individuals residing in the Southern District of New York bought Enzolytics stock during the
time when Defendants were selling their stock.
DEFENDANTS
16. Harry Zhabilov, age 57, lives in Frisco, Texas.  Zhabilov was the Chief Executive
Officer and sole board member of Enzolytics until it merged with another company.  After the
merger, Zhabilov became the Chief Science Officer, and a second person was appointed to the
board.
17. Billy V. Ray, Jr., age 66, lives in Marietta, Georgia.  Ray controls Camelot
Nevada Trust which purportedly provided consulting services to Enzolytics (and its predecessor).
In 2014, Ray was charged by the Commission for violating Section 17(a)(1) of the Securities Act
and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder.  SEC v. Ray et al.,
14-cv-61195-BB (S.D. Fla. filed May 22, 2014).  Ray consented to the entry of final judgment in
that matter, which enjoined him from violating Section 17(a)(1) of the Securities Act and Section
10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder.  Ray was also permanently
barred from trading in an offering of penny stock, including engaging in activities with a broker,
dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase
or sale of any penny stock, as well as from serving as an officer or director of any issuer that has
a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act,
or is required to file reports with the Commission pursuant to Section 15(d) of the Exchange Act.
18. Charles Dilluvio, age 53, lives in Myrtle Beach, South Carolina.  Dilluvio controls

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Seacor Capital, Inc. which received and transferred Enzolytics stock, and received back and
distributed the proceeds from selling that stock.  In 2001, Dilluvio was charged by the
Commission for violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange
Act and Rule 10b-5 thereunder.  SEC v. Spectrum Brands Corp., 01-cv-8257 (E.D.N.Y. filed
December 11, 2001).  Dilluvio consented to the entry of final judgment in that matter which
enjoined him from violating Section 17(a) of the Securities Act and Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder and ordered that he pay disgorgement.  Dilluvio was
also barred from trading in penny stocks pursuant to a follow-on administrative proceeding.
19. Stephen Apolant, age 56, lives in Oyster Bay, New York.  Apolant controls Sky-
Direct LLC, Equity Markets ADV LLC, and New York Farms Group, Inc., which received and
transferred Enzolytics stock.  Apolant is a former registered representative who has been barred
by state authorities in Georgia and New Jersey from participating in the sale of securities in those
states, based on prior securities law violations.
20. Dannie Zhabilov, age 27, lives in Plano, Texas.  Dannie is the daughter of Harry
Zhabilov.
21. Jonathan Farber, age 58, lives in New York, New York.  Farber controlled
Wexford Industries Ltd. which held an account at a Canadian firm through which he deposited
and sold shares.  Farber used that account to trade shares on behalf of the Control Group and
Dannie including about 347 million shares of Enzolytics.  Farber sold these shares on behalf of
his customers without either registering with the Commission as a broker or being associated
with a registered broker, as required by U.S. federal securities laws.  Farber has never been
associated with any entity registered as a broker with the Commission.

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22. Camelot Nevada Trust is a sole proprietorship operating in Georgia and controlled
by Ray.  Debt owed to Camelot by Enzolytics was sold to generate unrestricted shares that the
Control Group could sell.  Though Camelot documents were often signed by a close associate of
Ray’s, Ray controlled the Camelot activities alleged here.
23. Seacor Capital, Inc. is a New York corporation controlled by Dilluvio.  Dilluvio,
through Seacor, purportedly worked as a consultant for Enzolytics beginning in 2018.  In late
2020, Enzolytics issued Seacor over 400 million shares, most of which Dilluvio transferred to
friendly entities so that they could be deposited and sold to the public.  Though Dilluvio’s wife is
identified as the sole officer in New York State filings, Dilluvio in fact controlled Seacor,
deciding what agreements to enter when, negotiating compensation, and determining when to
transfer shares.
24. Sky-Direct LLC is a Nevada corporation controlled by Apolant.  Throughout
2020, Sky-Direct received about 260 million Enzolytics shares, transferring the majority to other
Control Group affiliated entities, and ultimately selling millions of shares through Farber’s
Wexford.  Though Apolant often used his wife, who has a different surname, to sign documents,
he had control over Sky-Direct throughout the relevant period.
25. Wexford Industries Ltd. is a Wyoming company controlled by Farber.  Wexford
held and sold Enzolytics stock on behalf of the Control Group and distributed the profits back to
individuals and entities under their control.   Farber’s relative (“Relative”) is identified as
Wexford’s “President/Director” in Wyoming Secretary of State filings.  Though Relative
continued to be identified in filings as the President of Wexford, Relative was in fact retired, and
Farber operated Wexford, including finding investment opportunities.  Farber and Relative lived

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together during intervals throughout the Relevant Period, in particular during the early months of
the Covid-19 pandemic.
RELIEF DEFENDANTS
26. NY Farms Group, Inc. is a New York entity controlled by Apolant which received
over $14.5 million in Enzolytics stock sale proceeds from Wexford.
27. Equity Markets ADV LLC is a New York entity controlled by Apolant which
received at least $23 million of Enzolytics stock sale proceeds from Wexford.
RELATED ENTITY
28. Enzolytics, Inc. is a Delaware corporation currently headquartered in Allen,
Texas.  Enzolytics (stock ticker symbol: ENZC) is quoted and trades on OTC Link whose parent
company is OTC Markets Group Inc. (“OTC Link”).  In public filings with OTC Link,
Enzolytics claims to be “in the development stage.”  Enzolytics was originally incorporated in
the United Kingdom in 2004 and underwent a series of name changes.  In 2012, it became Eco-
Petroleum Solutions, and in September 2017 it became Immunotech.  (Here “Enzolytics” will
refer to Enzolytics and its predecessors.)  Harry Zhabilov was the CEO throughout the Relevant
Period until October 2020 when he became the Chief Science Officer.  Ray performed work for
Enzolytics off and on throughout the Relevant Period, including drafting and editing OTC Link
filings and obtaining financing for the company.
RELEVANT DEFINITIONS
29. Before selling stock, persons who control the stock of public companies (“control
persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5
of the Securities Act [15 U.S.C. §77e]; (b) sell the stock under an applicable exemption from
registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [17 C.F.R.

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§240.144], including limitations on the amount of stock a control person can legally sell.  These
registration requirements, sale restrictions, and disclosure obligations are safeguards designed to
inform investors about the nature of the stock they are holding or considering buying, and about
those from whom they would be buying that stock.
30. An “affiliate” of a publicly traded company (also known as an “issuer”) is a
person or entity that, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such issuer (i.e., a control person).  “Control”
means the power to direct management and policies of the company.  Affiliates include officers,
directors and controlling shareholders, as well as any person who is “under common control”
with, or has common control of, an issuer.  Without registration of the stock, affiliates are only
permitted to sell a small percentage of the outstanding shares of a stock according to SEC Rule
144 [17 C.F.R. §230.144].  A group of individuals or entities acting in concert may collectively
be an “affiliate” of an issuer.
31. “Restricted stock” is stock of an issuer acquired either from that issuer or an
affiliate of that issuer, in a private transaction that is not registered with the Commission.  Absent
an exemption under the federal securities laws and rules, restricted stock cannot legally be
offered or sold to the public unless a securities registration statement has been filed with the
Commission (for an offer) or is in effect (for a sale).  Those registration statements are submitted
and filed with the Commission on Form S-1 and are known as “S-1 registration statements.”  The
S-1 registration statement contains important information about an issuer’s business operations,
financial condition, results of operation, risk factors, and management.
32. “Unrestricted stock” is stock that may legally be offered and sold in the public
marketplace by a non-affiliate, ordinarily having previously been subject to a registration

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statement filed with the Commission.  Registration does not attach to the security itself, and
registration at one stage for one party does not necessarily suffice to register subsequent offers
and sales by the same or different parties.  Thus, when a control person buys publicly-traded or
otherwise unrestricted shares in the company that person controls, those shares automatically
become subject to the legal restrictions on sales by an affiliate, which strictly limit the quantity
of shares that may be sold in the public markets absent registration.  Without registration,
affiliates are prohibited from selling large quantities of an issuer’s shares, no matter how the
affiliates obtained those shares.
33. The Over-the-Counter (“OTC”) Markets is a stock quotation service that
facilitates public trading of shares in public companies that are not otherwise listed on national
securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that
do not have an obligation to file reports with the Commission may, nonetheless, choose to file
public reports (such as quarterly and annual statements and other periodic disclosures) on the
OTC Markets website for investors to review and consider when making investment decisions.
34. A “beneficial owner” of a security is any person who, directly or indirectly,
through any contract arrangement, understanding, relationship, or otherwise, has or shares
investment power, which includes the power to dispose, or to direct the disposition of, such
security.
35. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule
3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most
stocks that do not trade on a national securities exchange, that trade under $5 per share, and
whose issuers do not meet certain thresholds of tangible assets or revenue.  Enzolytics stock was
a penny stock during the Relevant Period.

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36. A “transfer agent” is a business that facilitates certain types of securities
transactions. Among other things, transfer agents issue and cancel certificates of a company’s
stock to reflect changes in ownership. Many companies that have publicly traded securities use
transfer agents to keep track of the individuals and entities that own their stock.  Transfer agents
routinely keep track of whether particular shares are restricted from resale.
THE FRAUDULENT SCHEME

37. In late 2017, Zhabilov and Ray, who had historically been the decision makers for
Enzolytics, began working with Dilluvio and Apolant to issue and transfer unrestricted
Enzolytics stock so that it could be sold to the public.
38. In the summer of 2018, Ray sold debt purportedly owed to Camelot to Dilluvio
and Apolant’s associate.  Associate agreed to pay Camelot $100,000.  Despite pre-sale
representations that he would not do so, Ray shared the proceeds from the sale with Zhabilov.
Zhabilov had Enzolytics issue Associate over a half billion unrestricted shares in return for
extinguishing the purported debt.  Associate sold those shares to the public.
39. Later in 2020, the Control Group concealed their roles as Enzolytics’ affiliates so
that they could benefit from the acquisition and sale of hundreds of millions of unrestricted
Enzolytics shares.
40. In the fall of 2020, Apolant and Dilluvio (through Seacor and Sky-Direct)
converted debt they held into nearly 400 million shares of unrestricted stock.  To do so, they
provided the transfer agent with opinion letters which falsely stated that Seacor and Sky-Direct,
entities they respectively controlled, were not affiliates of Enzolytics.  This was false because
Dilluvio and Apolant were both involved in the day-to-day operations and management of
Enzolytics.

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41. On top of the debt Sky-Direct converted, Apolant (through NY Farms) also
received over 156 million unrestricted Enzolytics shares from Associate.
42. In early 2021, Zhabilov and Dannie used a sham consulting agreement as the
basis to transfer 231 million unrestricted shares to Dannie.  Dannie then transferred many of
those shares to Farber (via Wexford) for $7.125 million and shared those profits with Zhabilov
and Ray.
43. Between Apolant, Dilluvio, and Dannie, they transferred Farber’s Wexford about
350 million unrestricted shares.  Farber, through Wexford, sold nearly all these shares during
2021 and into the beginning of 2022.  Wexford sold over 347 million shares of Enzolytics stock
for total proceeds of at least $78 million.  At least $62 million of those proceeds went back to the
Control Group on whose behalf Farber had sold those shares.
44. The Control Group, directly and through the entities they controlled, fraudulently
avoided the stock sale limitations that limited affiliates from selling the stock by concealing their
status as company affiliates and their stock ownership.
45. To sell these Enzolytics shares, the Defendants needed investors willing to buy
them.  To attract investors, Apolant, using funds from Sky-Direct, hired a stock promoter to tout
Enzolytics stock in order to bring in investors who would buy the Defendants’ stock.
Defendants were Affiliates of Enzolytics
46. As detailed below, Zhabilov, Ray, Dilluvio, and Apolant were affiliates of
Enzolytics because, as a group, they controlled both day-to-day operations of the company and
strategic decision making, and because they held a significant portion of Enzolytics’ unrestricted
stock.

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47. Dannie and Farber worked with the Control Group to further their fraudulent
scheme making Dannie and Farber affiliates of Enzolytics as well.
48. Because Camelot, Seacor, Sky-Direct, and Wexford were all controlled by
affiliates of Enzolytics, they too were affiliates of Enzolytics.
49. Ray worked closely with Zhabilov at the time of each of the transactions
described above (the Camelot debt sale, the sham consulting agreement, and the fraudulent debt
conversions).  Ray played an integral role in running Enzolytics, assisting Zhabilov in most of
the latter’s CEO duties.   Ray operated much like a chief financial officer, performing functions
such as liaising with Enzolytics’ accountant, preparing filings, and soliciting funding.
50. By no later than the fall of 2017, Dilluvio and Apolant were in communication
with Zhabilov and Ray regarding Enzolytics.  Dilluvio and Apolant worked together.  Dilluvio
was the main point of contact with Zhabilov and Ray.  Ray and Dilluvio had a particularly close
relationship.  Ray recommended that Zhabilov engage Dilluvio as a “project manager.” Apolant
and Dilluvio’s entities paid Ray about $25,000 between February 2017 and June 2018.
51. Apolant and Dilluvio funded Enzolytics through their respective entities Sky-
Direct and Seacor.  Between 2017 and 2020, Sky-Direct and Apolant purportedly loaned
Enzolytics at least $120,000.  Between October 2020 and February 2021, Seacor and Sky-Direct
wired Enzolytics over $1.3 million.
52. In 2018, Sky-Direct and Seacor each had consulting agreements with Enzolytics
purportedly to perform “business consulting and advisory services” for which they were to
receive Enzolytics shares.
53.  During 2018, Dilluvio frequently communicated with Ray and Zhabilov on topics
concerning Enzolytics, including: potential mergers; whether to make particular filings;

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communications with the company’s lawyer; liability the company faced by entering particular
transactions; and general updates on the company.  Dilluvio even requested that Zhabilov move
their communications from text message to the encrypted application, Signal.
54. In 2019, a close associate asked Zhabilov whether he had gotten permission from
“Steve, Charlie and [Associate]” to file an 8K.  Zhabilov responded, “[y]es I got email from
there [sic] attorney and [Associate] will forward to you.”
55. By the fall of 2020, the Control Group was gearing up for the next wave of
transactions that would put large quantities of unrestricted stock in their control.  Dilluvio
continued to be closely involved in Enzolytics’ operations.  For example, Dilluvio directed
Zhabilov to sign notes and a consulting agreement that could be used to provide Seacor with
additional unrestricted shares.  At the time, Zhabilov told colleagues that he was worried that
funding would fall through if he did not sign the documents.
56. Dilluvio was also copied on drafts of company disclosures, made substantive edits
to those documents, and told Zhabilov to waive certain prerequisites for shares being transferred.
57. When Ray complained that he did not have any series B shares, Dilluvio
responded “ohh well, got us some B’s,” continuing their coordinated efforts.
58. When Zhabilov identified a merger target, he presented the deal to Apolant and
Dilluvio for their approval.  Zhabilov could not have completed the merger without Apolant and
Dilluvio’s funding.  They paid for Enzolytics to become current with its OTC filings, for the
merger fees,  and for attorneys’ fees.
59. Defendants were affiliates of Enzolytics not just because of their conduct, but also
based on collectively holding large amounts of Enzolytics stock.  Ahead of selling off their
holdings, Defendants had gained control of a large percentage of the unrestricted free trading

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shares, known as the “float.”  By the end of 2020, Apolant and Dilluvio alone controlled about
550 million unrestricted shares, constituting over 30 percent of the float.  In February 2021, 231
million additional unrestricted shares—more than 10 percent of the float—were transferred to
Dannie.
60. As detailed below, Defendants used their influence over Enzolytics to obtain a
large number of shares that they then sold to the public.
Zhabilov and Ray Made Multiple Misrepresentations in Debt Sale Transaction

61. By at latest fall of 2014, Ray and Zhabilov were seeking sources of funding for
Enzolytics.  Most of their ideas for funding involved shareholders selling their stock and putting
the proceeds back into the company, whether done through an S-1 registration or a friendly debt
holder converting that debt into unrestricted shares.
62. Ray and Zhabilov were both aware of the restrictions on the sale of stock by
company affiliates and that selling or converting debt held by an affiliate would be difficult.  In
September 2014, when discussing ways to get more funding for the company, Ray emailed
Zhabilov, “If we ca[n]’t use the Zhabilov Turst [sic] debt...we will have to go back and find a
friendly lender that you trust and I can trust that loaned money to the company prior to 2012.”
63. In August 2017, Ray emailed at least three parties in an unsuccessful effort to sell
Camelot purported debt.  In these communications Ray identified upcoming costs Enzolytics
expected to incur and noted “Harry [Zhabilov] is expecting the funds generated from the
investment by your company to be available for the overhead of $50K over the first 45 days....”
64. In the fall of 2017, Ray and Zhabilov began discussions with Apolant and
Dilluvio regarding purchasing debt that Enzolytics purportedly owed to Ray’s Camelot.  Under
the ultimate agreement that was reached, Associate’s entity (“Entity A”) was meant to pay

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Camelot $100,000 for the debt, and Enzolytics would issue Entity A 525 million unrestricted
shares.
65. Zhabilov and Ray confirmed in contemporaneous emails that they expected that
proceeds from selling Camelot’s debt would be and in fact were used to fund Enzolytics.  Ray
also used the money he received from Entity A to pay Zhabilov.
66. This scheme exploited a process conducted pursuant to Section 3(a)(10) of the
Securities Act, which exempts from the registration requirements of the federal securities laws
the offers and sales of securities in specified exchange transactions.  In these exempted exchange
transactions, securities can be issued for bona fide debts, claims, or property interests.  As a
prerequisite, a court or other governmental entity must hold a fairness hearing on the terms of the
transaction and approve it.  The hearing must be open to the public, and notice must be given to
all parties.  [15 U.S.C. § 77c(a)(10)].  Under Section 3(a)(10), an issuer can agree to discharge a
bona fide debt it owes to a debt holder by exchanging it for unrestricted shares of its stock, which
can be issued to the debt holder, if a court approves the transaction at a fairness hearing.
67. Apolant and Dilluvio liaised with Ray and Zhabilov on behalf of Associate.  They
spent months discussing the purchase of the debt Enzolytics purportedly owed to Camelot.
68. On May 23, 2018, Associate and Camelot executed a claims purchase agreement
through which Entity A bought the $525,000 debt owed to Camelot (“Debt”) for $100,000
(“Claims Purchase Agreement”).  Though he did not himself sign the document, Ray authorized
the signing of the Claims Purchase Agreement on behalf of Camelot.
69. In May 2014, the Commission filed a complaint against Ray seeking to bar him
from participating in an offering of penny stock and from serving as an officer and director of an
SEC-registered company.  In July 2014, he entered a one-year contract for services with

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Enzolytics.  Rather than use his own name, the name used in this July 14, 2014, contract (“2014
Contract”) was “Camelot Financial Group, LLC.”   In September 2014, Ray was barred from
participating in an offering of penny stock and from serving as an officer and director of an SEC
registered company.
70. Camelot Financial Group, LLC, unlike Camelot Nevada Trust, never existed as a
corporate entity, which Ray discovered when trying to sell Camelot’s debt in August 2017.
71. The 2014 Contract covered the “business development and general business
consulting services” Ray provided.  Compensation under the 2014 Contract was $8,500 and 2
million shares of Enzolytics.
72. The 2014 Contract had lapsed by February 2015, and no contract covering Ray’s
services to Enzolytics from February 2015 to July 2017 exists.  A document purporting to amend
the 2014 Contract is dated July 1, 2017 (“Amended Contract”).  But the Amended Contract
remained unsigned by either Camelot or Enzolytics as of January 2018.  Zhabilov was still
negotiating with Ray regarding the applicable conversion rate under the Amended Contract in
April 2018.
73. Even though Ray had not learned that Camelot Financial Group, LLC was the
wrong name until August 2017, the Amended Contract, purportedly entered in July 2017, used
the correct name, Camelot Nevada Trust.
74. The Amended Contract stated that Camelot would provide “general business
consulting services” for $27,500 per quarter.
75. The next month, Entity A and Ray’s Camelot executed the Claims Purchase
Agreement, which included the following false representations made by Camelot:
• “The claim is a bona fide outstanding claim against [Enzolytics]... for goods
and/or services rendered to [Enzolytics] by [Camelot] in good faith.”

19

• “[Camelot] did not enter into the transaction giving rise to the [Debt] in
contemplation of any sale or distribution of [Enzolytics’] common stock or other
securities.”
• “[$525,000] is the total amount due to [Camelot] with respect to the [Debt].”
• “Within the past ninety (90) days, [Camelot] has not been directly or indirectly
through one or more intermediaries in control, controlled by, or under common
control with, [Enzolytics] and is not an affiliate of Enzolytics as defined under
Rule 144.”
• “[Camelot] has no present intention to utilize any of the proceeds to be received
from [Entity A] to directly or indirectly, provide any consideration to or invest in
any manner in [Enzolytics] or any affiliate of [Enzolytics].”
• “[Camelot] will not, directly or indirectly, receive any consideration from or be
compensated in any manner by [Enzolytics], or any affiliate of [Enzolytics], in
exchange for or in consideration for selling the [Debt].”

76. On June 25, 2018, Enzolytics entered into a settlement agreement with Entity A
through which Entity A bought $563,000 worth of purported debt Enzolytics owed to two
creditors (one of which was Camelot) in exchange for 563 million shares of Enzolytics stock.  In
the settlement agreement signed by Zhabilov, Enzolytics and Zhabilov falsely represented that it
“did not enter into the transaction giving rise to the Claims in contemplation of any sale or
distribution of [Enzolytics’] common stock or other securities.”
77. The vast majority, $525,000, of the debt was purportedly owed to Camelot
Nevada Trust for work performed from January 2015 to June 2018.
78. On July 3, 2018, Enzolytics provided an issuer representation letter to the
placement agent being used for the Debt transaction.  Zhabilov signed that letter and falsely
represented, “[Enzolytics] has not solicited and does not intend to solicit [Camelot] for any
portion of the funds paid to [Camelot] by [Entity A].”
79. On July 9, 2018, Entity A filed a complaint asking the court to hold a fairness
hearing regarding the proposed settlement.  Attached to the complaint was the Claims Purchase

20

Agreement as well as several invoices purportedly supporting the Debt.  The invoices reflected
unpaid compensation of $37,500 per quarter, not the $27,500 per quarter used in the Amended
Contract.  Uncompensated invoices were submitted for the fourteen quarters between January
2015 and April 2018.
80. On August 21, 2018, the court approved the settlement which also had the effect
of allowing the shares to be issued to Entity A unrestricted.
81. Invoices purportedly dated April 1, 2015 to April 1, 2017, stated that they were
compensation for Camelot’s work “compiling the information and assisting[ing] in filing the
necessary documents to maintain a current status on the OTC Market.”  No disclosures w ere
filed on OTC Markets between July 2015 and January 2017.
82. Not only was there no operative contract between February 2015 and, at best, July
2017, but the invoices exceeded the highest rate of compensation used in either contract—
$27,500 per quarter.  Even the $27,500 per quarter, or over $9,000 per month, was excessive.  At
the time the work underlying the Debt was purportedly rendered, Enzolytics had no money.
Once Enzolytics finally received enough funding, Ray was only paid $5,500 per month for his
work.  At that time, Zhabilov was being paid $8,000 per month.  When Zhabilov received a raise
to $11,000 per month, Ray’s compensation increased to $7,000 per month, never to the $9,000
per month at which Ray’s services were purportedly valued under the Amended Contract, let
alone the $12,500 per month specified by the invoices purportedly underlying the Debt.
83. Camelot used the Debt which had purportedly been extinguished when Entity A
bought it for $100,000 as the basis to be issued 70 million Enzolytics shares in October 2020.
84. After Camelot could not deposit those shares, Apolant ( through Equity Markets)
bought 150,000 of the shares from Camelot for $50,000 to provide Camelot with cash.

21

85. As shown below, Camelot received transfers to pay for the Debt and then sent a
portion of those payments to Enzolytics.
Date of Transfer to
Camelot
Amount Transferred
to Camelot
Date of Transfer(s) to
Enzolytics
Amount Transferred
to Enzolytics
9/27/18 $5,000 10/3/18-10/9/18 $1,700
2/6/19 $5,000 2/7/19 $3,350
3/4/19 $10,000 3/12/19-3/13/19 $6,000
4/1/19 $20,000 4/3/19-4/16/19 $9,100
10/16/20 $56,000
1

Zhabilov and Ray Fraudulently Transferred Stock to
Dannie Zhabilov to Avoid Affiliate Stock Sale Limitations
86. Wishing to make more money from the sale of Enzolytics stock, Ray and
Zhabilov fraudulently schemed to transfer stock to Dannie, to circumvent limitations placed on
the sale of stock by affiliates.  Ray and Zhabilov planned to, and did, share in the stock sale
proceeds, which exceeded $7 million.
87. In the fall of 2020, Enzolytics was in merger negotiations with another company.
As part of those negotiations, the two parties discussed how shares would be allocated between
the two groups.  As of October 2020, Zhabilov held 50 million common shares in his name, and
412 million in a trust called “the Zhabilov Trust,” for a total of 462 million.  The parties agreed
that the common stock would be split, with Zhabilov keeping 231 million shares, and the group
associated with the merger target getting 231 million shares.
88. On December 7, 2020, Zhabilov told the transfer agent that half of the 462 million
common shares would go to Dannie individually.

1
 Though Camelot does not appear to have transferred any portion of the October 2020 transfer to Enzolytics, the
company received two $25,000 transfers, one from Apolant and one from Dilluvio (via Seacor and Sky-Direct)
that same month.

22

89. The split was accomplished on December 31, 2020.  The merger group shared
231 million shares and the Zhabilov Trust retained 231 million shares.
90. Though Zhabilov knew that his wife was the trustee of the Zhabilov Trust,
Zhabilov falsely represented to the transfer agent that Dannie was the trustee and that both she
and the trust were not affiliated with Enzolytics.  Zhabilov failed to fix this error until February
2021, despite receiving several physical stock certificates held by the Zhabilov Trust that
prominently bore Dannie’s name as the trustee.
91. On February 12, 2021, Zhabilov had the 231 million shares held by the Zhabilov
Trust cancelled and reissued to Dannie individually.  The indemnification sent to the transfer
agent stated, “[t]hese shares were incorrectly issued in the name of Dannie Zhabilov TTEE
Zhabilov Trust.  Company requests that these shares be cancelled and that the shares be correctly
registered in the name Dannie Zhabilov.”
92. Also included in the materials provided to the transfer agent was a Contractor
Agreement between Dannie and Enzolytics purportedly dated March 9, 2018 (“Dannie
Agreement”).
93. The Dannie Agreement was a one-year contract under which Dannie Zhabilov,
then 21 years old and still in college, would “perform analytical work tied to the biological
activity of ITV-1.  This work includes HPLC fragmentation, electrophoretical binding reactions,
and Biacore plasmon resonance.”  In return, Dannie would earn 462 million Enzolytics shares.
But those shares were never actually issued to Dannie.
94. The 412 million shares held by the Zhabilov Trust in the fall of 2020 consisted of
275 million shares issued to the Zhabilov Trust in March and July 2018 in exchange for an

23

“Exclusive License Agreement” and 137 million that were meant to have gone to Dannie
individually.
95. Dannie was compensated at a far higher amount than at least one other individual
who performed work comparable to that identified in the Dannie Contract during the same time
frame.  A biochemist that “assisted [Enzolytics] in developing a new application of the
Immunotherapy in the Nutraceutical market as well as assisted with the manufacturing of the
validation order with the cGMP manufacturer” was compensated with only 10 million shares in
September 2018.
96. On August 22, 2018, Zhabilov, on behalf of the Enzolytics board, authorized the
issuance of 137 million shares to his daughter for assisting Enzolytics “in developing a new
application of the Immunotherapy in Veterinarian market.”  This would have been in the middle
of the one-year term purportedly covered by the Dannie Agreement.
97. Unlike the Dannie Agreement, Zhabilov immediately provided the board
resolution to the transfer agent so that the shares could be issued.  Zhabilov again affirmed that
Dannie was not affiliated with the company.  The 137 million shares were issued to the Zhabilov
Trust on August 24, 2018.
98. On February 6, 2021, Dannie retained Camelot as a “consultant and financial
advisor.”  Camelot contracted to receive one million unrestricted Enzolytics shares for these
purported services.  To aid her in selling the Enzolytics shares, Ray and Dilluvio connected
Dannie with Farber.  Farber, through Wexford, sold shares on her behalf and Camelot took one
million shares for commission.
99. Zhabilov repeatedly (and falsely) advised the transfer agent that Dannie was not
an affiliate.  But when she sought an opinion letter to lift the restrictive legend from her shares in

24

February 2021, the attorney immediately flagged that her relationship with the company and her
father could make her an affiliate.  Dannie stated that she was “currently separate” from her
father and that she did “not work with my family or ENZC.” At that time, however, Dannie still
worked for Enzolytics.
100. The attorney also asked why the shares had not been issued until December 2021.
Dannie replied falsely that the shares were issued in 2018.  Though the shares held by the
Zhabilov Trust had been issued in 2018, the shares that were the subject of the Dannie
Agreement were never issued.
101. Between April 2021 and January 2022, Dannie transferred about 140 million
Enzolytics shares to Wexford, at a time when Farber, through Wexford, was selling a lot of
Enzolytics shares to the public.  Between June 2021 and January 2022, Wexford transferred at
least $7.125 million to Dannie.
102. Dannie used these stock sale proceeds to buy a house, which her parents lived in
for at least several months while they completed renovations on their own home.  Dannie also
leased a Mercedes for her father, paid off his outstanding home mortgage of around $100,000,
and paid for Zhabilov’s mother’s condominium in Bulgaria.  Finally, Dannie overpaid her taxes
and her tax refund of $726,372 was sent to Ray’s Camelot.
Dilluvio Used a Sham Consulting Agreement to Obtain Additional Unrestricted Shares
103. In April 2018, Zhabilov signed a consulting agreement on behalf of Enzolytics
with Dilluvio’s Seacor (“Seacor 2018 Agreement”).  The Seacor 2018 Agreement and a parallel
agreement between Enzolytics and Apolant’s Sky-Direct were meant to provide compensation
following an unsuccessful merger attempt the two worked on.  Ray wrote to Zhabilov in May
2018, “[t]hey were both supposed to get 25 million [shares] from that transaction.... Doesn’t

25

make it any more pleasent [sic] because they will eventually want the shares from the original
consulting agreement as well, but that’s down the road and we can always tell them no.  Object
here is to get funding.”  Ray’s email then makes clear that, in exchange for signing the
“consulting agreements,” Apolant and Dilluvio would provide Enzolytics with funding.
104. According to the Seacor 2018 Agreement, Enzolytics wanted to “retain [Seacor]
to provide a variety of business consulting and advisory services.”  The Sky-Direct agreement
had the same language.
105. In May 2018, Zhabilov signed an Enzolytics Board resolution referencing the
Seacor 2018 Agreement that authorized the issuance of 20 million shares of common stock to
Seacor.  Those shares were not issued until 2020.
106. In 2023, Zhabilov could not identify what the consulting agreement with Seacor
was for, though he has described Dilluvio’s services as the same as those provided by Ray, and
that working with Dilluvio had been Ray’s recommendation.
107. For two years, little happened with the Seacor 2018 Agreement.  Then, beginning
in mid-September 2020, Dilluvio asked Zhabilov to sign a series of notes and a consulting
agreement.  This consulting agreement was purportedly dated January 3, 2019 (“Seacor 2019
Agreement”),  and again sought to retain Seacor “to provide certain business consulting and
advisory services.”
108. On September 17, 2020, Zhabilov forwarded the Seacor 2019 Agreement to Ray
and said, “my understanding is if I not sign this contract with Charlie the deal with arena is not
going to happen.”  It appears that the “deal with arena” was a deal to get funding for Enzolytics.
109. Two weeks later, Dilluvio emailed Zhabilov an unsigned copy of the Seacor 2018
Agreement and said, “shares from this agreement were never received.”  That same day,

26

Zhabilov contacted the transfer agent and instructed them to issue 20 million Series B preferred
shares to Seacor.
110. On October 7, 2020, Ray circulated a draft disclosure statement to Dilluvio and
Zhabilov.  The draft disclosure statement did not show any entry for the issuance of 20 million
Series B shares being issued to Seacor.  The next day Dilluvio emailed Ray, “need to include,
20m B’s were issued” and attached the Seacor 2018 Agreement.
111.  The next day, Zhabilov forwarded Seacor’s conversion notice to the transfer
agent.  Seacor sought to convert their 20 million Series B shares into 200 million unrestricted
common shares.
112. On October 9, 2020, Zhabilov received an email from “SEACOR CAPITAL
INC” saying, “$25000 is being transferred electronically to your account at Bank of America.”
The same day, $25,000 was wired to an Enzolytics bank account.
113. On October 12, 2020, Zhabilov sent the transfer agent:  (1) a share issuance and
transfer agent instruction resolution signed by Zhabilov on behalf of Enzolytics, authorizing the
issuance of 200 million unrestricted common shares to Seacor; (2) an attorney opinion letter
falsely stating that Seacor was not a present or former affiliate of Enzolytics; and (3) a letter
from Dilluvio’s wife on behalf of Seacor falsely stating that neither she nor Seacor were
affiliates of Enzolytics.
114. As a result of this submission to the transfer agent, Seacor was issued 200 million
unrestricted shares on October 16, 2020.
115. On October 27, 2020, Dilluvio emailed Ray a paragraph describing the Seacor
2018 Agreement.  A week later, Enzolytics published a disclosure covering 2018 to OTC Link.
This disclosure included verbatim the paragraph that Dilluvio had emailed Ray.

27

Dilluvio and Apolant Concealed Their Affiliate Status in Order
to Convert Debt into Additional Unrestricted Shares
116. On top of the 200 million shares Dilluvio (through Seacor) fraudulently obtained
in the fall of 2020, Apolant and Dilluvio used debt conversions to illegally obtain an additional
almost 400 million unrestricted Enzolytics shares.
117. On September 17, 2020, using an email address in his wife’s name, Apolant
emailed Zhabilov a conversion notice to convert the debt Sky-Direct held into over 195 million
shares.  Later that same day, Zhabilov provided the transfer agent with the share issuance and
transfer agent instruction resolution (signed by Zhabilov on behalf of Enzolytics) that authorized
the issuance of 195,795,288 unrestricted common shares to Sky-Direct.
118. As a result, on September 18, 2020, Enzolytics issued Sky-Direct over 195
million unrestricted shares as part of a debt conversion.  In order to have the shares issued
unrestricted, Apolant (on behalf of Sky-Direct) obtained an attorney opinion letter that falsely
stated that Sky-Direct, which he controlled, was not an affiliate of Enzolytics.
119. Similarly, on September 18, 2020, Dilluvio emailed Zhabilov the conversion
notice for converting the Enzolytics debt Seacor held into over 203 million shares.  The notice of
conversion contained an error where “SKY-DIRECT LLC” had not been replaced by “Seacor
Capital Inc.”  As before, Zhabilov provided the transfer agent with the necessary share issuance
and transfer agent instruction resolution signed by Zhabilov on behalf of Enzolytics which
authorized the issuance of 203,149,447 unrestricted Enzolytics common shares to Seacor.
120. As Apolant had done, Dilluvio (on behalf of Seacor) obtained and provided to the
transfer agent an attorney opinion letter which falsely stated that Seacor was not an affiliate of
Enzolytics.  As a result, Seacor was issued over 203 million unrestricted shares on September 22,
2020.

28

121. Between September 24, 2020 and October 28, 2020, Seacor transferred over 313
million shares to a Canadian entity.  That same Canadian entity then sold a portion of those
shares and ultimately transferred cash to Seacor totaling $11.3M. Dilluvio transferred another
110 million shares to a different entity in November 2020, which then sent 55 million shares to
the Canadian entity and 30 million to Wexford.  Between December 2020 and October 2021,
Wexford sent Seacor over $23 million.
122. Sky-Direct transferred more than 95 million shares to NY Farms in October and
November 2020.  NY Farms does not appear to have paid Sky-Direct for the shares.  During that
same period, Seacor paid $385,000 to Sky-Direct.
123. Equity Markets never held Enzolytics shares.  Nor did it transfer any shares to
Wexford.  But from January 2020 to January 20212, it received more than $23 million from
Wexford.
124. Both Apolant and Dilluvio, through Seacor and Sky-Direct, reinvested portions of
their Enzolytics stock sale proceeds back into Enzolytics.  Between October 2020 and November
2022, entities controlled by Apolant and Dilluvio sent Enzolytics at least $2.3 million.
Apolant Paid to Have Enzolytics Stock Promoted to Retail Investors
125. To persuade enough retail investors to buy the hundreds of millions of shares of
Enzolytics stock the Control Group intended to sell (and to do so without greatly depressing the
stock price), the Control Group, mostly through Apolant’s Sky-Direct, paid a stock promoter
(“Promoter”) to increase investor interest in Enzolytics stock.
126. Apolant had worked before with Promoter to increase investor interest in other
stock.  Promoter’s role was to generate investor interest so that the volume of trading would go

29

up, allowing Apolant and his partners to sell large quantities of stock without driving down its
price.
127. Apolant approached Promoter towards the end of 2020 to promote Enzolytics.
Volume (how much stock was being traded) had been very low, and at times almost non-existent
throughout 2020, and the price remained low until it began to creep up in October.  During
October and November 2020 Sky-Direct and Wexford paid Promoter a total of around $109,000.
Farber and Wexford Sold Stock on Behalf of the Control Group
128. Farber (via Wexford) sold stock on behalf of Dannie (who was sharing proceeds
with Zhabilov, Camelot, and Ray), Seacor (for Dilluvio) and NY Farms (for Apolant), keeping a
share of the proceeds for their efforts.  From January 2021 to January 2022, the Control Group,
Seacor, and Sky-Direct transferred at least 350 million shares to Wexford. Farber (through
Wexford) then deposited the transferred shares into an account in Wexford’s name that he
controlled in Canada.  He then sold the shares to the public from that account.
129. To effectuate these sales, Farber, through Wexford, took possession of his
customers’ shares through stock purchase agreements.  But these agreements did not reflect the
economic reality of the transactions.  Rather, the “seller” remained the beneficial owner of the
shares.  This is evident because nearly every incoming transfer to Wexford with Enzolytics stock
sale proceeds is followed by outgoing transfers to Seacor, Equity Markets, or NY Farms.
130. From at least January 2021 through February 2022, Farber sold $78 million worth
of Enzolytics stock to retail investors.  Wexford transferred about $70 million back to the
Control Group and Dannie, keeping about $6 million for himself.
131. Neither Farber nor Wexford have ever been registered as a broker-dealer with the
Commission or associated with a registered broker-dealer.

30

132. On top of effectuating the sales of Enzolytics shares for the other Defendants,
Farber and Wexford have effectuated transactions in other securities for their affiliates and
shared the stock sale proceeds.
The Defendants’ Unregistered Offers and Sales
133. Zhabilov, Ray, Dilluvio, and Apolant are Enzolytics affiliates because of their
roles in the management, funding, and operations of the company, and their control of the
Enzolytics stock float.  Dannie and Farber are also affiliates of Enzolytics because they worked
together with the Control Group to accomplish their fraudulent scheme.  Defendants offered and
sold Enzolytics stock.
134. At the time that Defendants offered and sold Enzolytics stock, there was no
registration statement for those sales on file with the Commission or in effect for those
transactions, as required by Section 5 of the Securities Act.  No exemption from the registration
requirement applied.
FIRST CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder by Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber, Camelot, Seacor, Sky-
Direct, and Wexford)

135. Paragraphs 1 through 134 above are re-alleged and incorporated by reference as if
fully set forth here.
136. During the Relevant Period, the stock of Enzolytics was a security under Section
3(a)(10) of the Exchange Act [15 U.S.C. §78c(a)(10)].
137. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio,
Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, directly or indirectly, in
connection with the purchase or sale of securities, by the use of the means or instrumentalities of

31

interstate commerce or of the mails, or of any facility of any national securities exchange,
intentionally, knowingly or recklessly, (i) employed devices, schemes, or artifices to defraud; (ii)
made untrue statements of material fact or have omitted to state material fact(s) necessary to
make the statements made not misleading; and (iii) engaged in acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon any persons, including
purchasers or sellers of the securities.
138. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio,
Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated Exchange Act
Section 10(b) [15 U.S.C. §78j(b)] and Rule 10b-5 [17 C.F.R. §240.10b-5] thereunder and will
continue to violate those sections unless enjoined.
SECOND CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Section 17(a) of the Securities Act by Zhabilov, Ray, Dilluvio, Apolant,
Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford)

139. Paragraphs 1 through 138 above are re-alleged and incorporated by reference as
fully set forth here.
140. During the Relevant Period, the stock of Enzolytics was a security under Section
2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
141. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio,
Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, in connection with the
offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or
of the mails, directly or indirectly, (i) acting intentionally, knowingly, or recklessly, employed
devices, schemes, or artifices to defraud; (ii) acting intentionally, knowingly, recklessly, or
negligently obtained money or property by making untrue statements of material fact or omitting
facts necessary to make the statements made not misleading; and (iii) acting intentionally,

32

knowingly, recklessly, or negligently engaged in transactions, practices, or courses of business
which operated or would operate as a fraud or deceit upon any persons, including purchasers or
sellers of the securities.
142. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio,
Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated Securities Act
Section 17(a) [15 U.S.C. §77q(a)] and will continue to violate those sections unless enjoined.
THIRD CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act by
Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and
Wexford)

143. Paragraphs 1 through 142 above are re-alleged and incorporated by reference as if
fully set forth here.
144. During the Relevant Period, the stock of Enzolytics was a security under Section
2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)].
145. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio,
Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, directly or indirectly:
(i) used the means or instruments of transportation or communication in interstate commerce or
of the mails to sell, through the use or medium of a prospectus or otherwise, securities as to
which no registration statement has been in effect and for which no exemption from registration
has been available; and/or (ii) used the means or instruments of transportation or communication
in interstate commerce or of the mails to offer to sell, through the use or medium of a prospectus
or otherwise, securities as to which no registration statement has been filed and for which no
exemption from registration has been available.

33

146. As a result, defendants Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber,
Camelot, Seacor, Sky-Direct, and Wexford violated Sections 5(a) and (c) of the Securities Act
[15 U.S.C. §§77e(a) and (c)] and will continue to violate those sections unless enjoined.
FOURTH CLAIM FOR RELIEF
ACTING AS AN UNREGISTERED BROKER
(Violation of Section 15(a)(1) by Farber and Wexford)

147. Paragraphs 1 through 146 above are re-alleged and incorporated by reference as if
fully set forth here.
148. By engaging in the conduct alleged above, Farber and Wexford acted as brokers
within the meaning of Section 3(a)(4) of the Exchange Act [15 U.S.C. §78c(4)] and made use of
the mails or any means or instrumentality of interstate commerce to effect transactions in, or to
induce or attempt to induce the purchase or sale of, securities.
149. For the securities transactions at issue, Farber and Wexford were not registered
with, or associated persons of a firm registered with, the Commission.
150. Farber and Wexford did not qualify for an exemption from the registration
requirements.
151. Because of the foregoing, Farber and Wexford violated, and unless enjoined will
continue to violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)].
FIFTH CLAIM FOR RELIEF
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND
CONSTRUCTIVE TRUST
(against Relief Defendants NY Farms and Equity Markets)

152. Paragraphs 1 through 151 above are re-alleged and incorporated by reference as if
fully set forth here.
153. Section 21(d)(5) of the Exchange Act states, “In any action or proceeding brought
or instituted by the Commission under any provision of the securities laws, the Commission may

34

seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary
for the benefit of investors.”
154. Relief Defendants received ill-gotten funds through a fraudulent scheme.  Relief
Defendants have no legitimate claim to this property.  In equity and good conscience, Relief
Defendants should not be allowed to retain such funds.
155. As a result, Relief Defendants are liable for unjust enrichment and should each be
required to return their share of ill-gotten gains, in an amount to be determined by the Court. The
Court should also impose a constructive trust on the ill-gotten gains in the possession of Relief
Defendants.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Permanently restrain Defendants, their officers, agents, servants, employees and
attorneys, and those persons in active concert or participation with them who receive actual
notice of the injunction by personal service or otherwise, from violating Sections 5(a) and (c) and
17(a) of the Securities Act [15 U.S.C. §§ 77e(a) and (c), 77q], 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];
B. Permanently restrain defendants Farber and Wexford and their officers, agents,
servants, employees and attorneys, and those persons in active concert or participation with them
who receive actual notice of the injunction by personal service or otherwise, from violating
Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)];
C. Enter an order permanently enjoining Defendants Dilluvio and Ray from directly
or indirectly, including, but not limited to, through an entity owned or controlled by any of them,
participating in the issuance, purchase, offer, or sale of any security; provided, however, that

35

such injunction shall not prevent Dilluvio and Ray from purchasing or selling securities listed on
a national securities exchange for their own personal accounts;
D. Order the Defendants to disgorge, with prejudgment interest, all ill-gotten gains
obtained through the unlawful conduct alleged in this Complaint;
E. Order the Defendants to pay civil monetary penalties pursuant to Section 20(d) of
the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)];
F. Enter an order barring Defendants Zhabilov, Apolant, Dannie, Farber, Camelot,
Seacor, Sky-Direct, and Wexford from participating in any offering of a penny stock, pursuant to
Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d) of the Exchange Act
[15 U.S.C. § 78u(d)];
G. Enter an order barring Defendants Zhabilov, Dilluvio, and Apolant from acting as
officers or directors of any issuer that has a class of securities registered pursuant to Section 12
of the Exchange Act [15 U.S.C. § 781], or that is required to file reports pursuant to Section
15(d) of the Exchange Act [15 U.S.C. § 78o(d)];
H. Order the Relief Defendants to disgorge, with prejudgment interest, all ill-gotten
gains obtained through the unlawful conduct alleged in the Complaint;
I. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
J. Grant such other and further relief as this Court may deem just and proper.
JURY DEMAND
The Commission demands a jury for all claims so triable.

DATED this 30
th
 day of September, 2024.

36

      Respectfully submitted,
s/ Nita K. Klunder________
Nita K. Klunder
Marc Jones*
Amy Gwiazda*

Attorneys for the Plaintiff
SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch Street, 24
th
 Floor
Boston, MA 02110
617-573-8822 (Nita Klunder)

 *Not admitted in the U.S. District for the Southern District of New York

Nita Klunder  
Marc Jones* 
Amy Gwiazda* 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 
*Not admitted in the U.S. District for the Southern District of New York 

 
UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
      Plaintiff, 
 v. 
 
HARRY ZHABILOV, 
BILLY V. RAY, JR., 
CHARLES DILLUVIO, 
STEPHEN APOLANT,  
DANNIE ZHABILOV,  
JONATHAN FARBER,  
CAMELOT NEVADA TRUST,  
SEACOR CAPITAL, INC.,  
SKY-DIRECT LLC, and  
WEXFORD INDUSTRIES LTD., 
    Defendants, 
 
and 
 
NY FARMS GROUP, INC. and  
EQUITY MARKETS ADV LLC, 
                                      Relief Defendants. 
                         

 
 

Civil Action No. 1:24-CV-7362 
 

JURY TRIAL DEMANDED 
 
 

 
COMPLAINT 

 Plaintiff, Securities and Exchange Commission (“Commission”), alleges the following 

against defendants Harry Zhabilov (“Zhabilov”), Billy Ray, Jr. (“Ray”), Charles Dilluvio 

(“Dilluvio”), Stephen Apolant (“Apolant”), Dannie Zhabilov (“Dannie”), Jonathan Farber 

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2 
 

(“Farber”), Camelot Nevada Trust (“Camelot”), Seacor Capital, Inc. (“Seacor”), Sky-Direct LLC 

(“Sky-Direct”), and Wexford Industries Ltd. (“Wexford”) (together, “Defendants”), and the 

relief defendants NY Farms Group, Inc. (“NY Farms”) and Equity Markets ADV LLC (“Equity 

Markets”) (together, “Relief Defendants”): 

SUMMARY  

1. Enzolytics, Inc. (“Enzolytics”) is a Delaware public company with little (and 

sometimes no) trading in its stock.  From no later than fall 2017 through at least summer 2022 

(“Relevant Period”), defendants Zhabilov, Ray, Dilluvio, and Apolant (collectively, “Control 

Group”), along with entities Camelot, Seacor, and Sky-Direct engaged in a fraudulent scheme to 

profit from accumulating Enzolytics stock while concealing their control of the company and the 

stock, then selling that stock to retail investors.  Defendants shared about $92 million in stock 

sale proceeds generated by their scheme. 

2. In 2018, Zhabilov (Enzolytics’ CEO) and Ray (who purportedly consulted for the 

company through Camelot) made a series of misrepresentations to transfer agents, attorneys, and 

the public in the course of selling Enzolytics shares that allowed them to sell debt supposedly 

owed by Enzolytics to Apolant and Dilluvio’s associate (“Associate”).  Associate bought the 

debt owed to Ray for $100,000.  Ray shared those payments with Zhabilov.  In return, Enzolytics 

issued over half a billion unrestricted shares to Associate.   

3. In 2020, the Control Group obtained unrestricted Enzolytics shares it could sell to 

the public through agreements purportedly for consulting services with Dilluvio and with 

Zhabilov’s daughter, Dannie.  The Control Group then used a series of misrepresentations 

relating to Dilluvio and Dannie’s affiliate status to convert the debt from the unpaid consulting 

agreements into unrestricted shares they could, and did, sell. 

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4. Zhabilov and Dannie created phony documents and lied to the transfer agent used 

by Defendants to facilitate stock transactions (“transfer agent”) and transfer 231 million 

unrestricted shares from Enzolytics to Dannie.  The misrepresentations were designed to avoid 

the stock sale limitations placed on insiders by federal securities laws. 

5. Ray had Dannie transfer the shares she received to Farber for Farber to sell.  For 

brokering this transaction, Ray received 1 million Enzolytics shares.  Farber sent Dannie $7.125 

million for the transferred shares.  Dannie used that money to buy a home for herself, pay off her 

parents’ mortgage, lease a luxury car for her father, and also sent Ray, via Camelot, over 

$726,000.     

6. While Farber was selling stock on behalf of the Control Group, they were funding 

a stock promotion campaign promoting Enzolytics stock.  The goal of the promotion campaign 

was to generate sufficient interest among retail investors to buy all the shares the Control Group 

was selling without severely depressing the prices of those shares.  

7. The Control Group also used a sham consulting agreement to get Dilluvio 200 

million unrestricted Enzolytics shares.  Dilluvio then sold those shares to the public through 

intermediaries, including Wexford (by Farber). 

8. Apolant and Dilluvio converted Enzolytics debt into nearly 400 million 

unrestricted Enzolytics shares.  To get the shares issued without a restrictive legend (a 

designation intended to prevent shareholders from transferring ownership of otherwise restricted 

stock in violation of the federal securities laws), Apolant and Dilluvio provided attorney opinion 

letters falsely stating that their entities which held the stock were not affiliates of Enzolytics.  At 

the time, Apolant and Dilluvio (and thus the entities they controlled) were affiliates of 

Enzolytics.  

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9. Farber was transferred at least 350 million Enzolytics shares controlled by the 

Control Group, most of which he then sold to the public.  In turn, Farber transferred at least $62 

million of stock sale proceeds back to the Control Group.  

10. When the Control Group, through Farber, sold Enzolytics stock, there were no 

registration statements for those sales on file with the Commission or in effect for those 

transactions.  No exemption from the registration requirement applied. 

11. As a result of the conduct described below, Zhabilov, Ray, Dilluvio, Apolant, 

Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated, and unless restrained and 

enjoined will continue to violate, Sections 5(a) and 5(c), and 17(a) of the Securities Act of 1933 

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

Act of 1934 (“Exchange Act”) [15 U.S.C. §78j(b)], and Rule 10b-5 thereunder [17 C.F.R. 

§240.10b-5].  As a result of the conduct described below, Farber and Wexford also 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)].   

12. The Commission seeks: 

• a permanent injunction against Defendants, enjoining them from engaging in 

transactions, acts, practices, and courses of business of the type alleged in this 

Complaint;  

• an order barring Defendants Dilluvio and Ray from directly or indirectly, including, but 

not limited to, through an entity owned or controlled by any of them, participating in the 

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

shall not prevent Dilluvio and Ray from purchasing or selling securities listed on a 

national securities exchange for their own personal accounts; 

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• disgorgement of all ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest;  

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

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

• an order permanently barring Zhabilov, Apolant, Dannie, Farber, Camelot, Seacor, Sky-

Direct, and Wexford from participating in any offering of a penny stock, pursuant to 

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

Exchange Act [15 U.S.C. §78u(d)];  

• an order prohibiting Zhabilov, Dilluvio, and Apolant from acting as officers or directors 

of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act [15 U.S.C. §781], or that is required to file reports pursuant to Section 

15(d) of the Exchange Act [15 U.S.C. §78o(d)]; and,  

• such other relief as the Court may deem appropriate. 

13. The Commission seeks against Relief Defendants disgorgement of their ill-gotten 

gains together with prejudgment interest, and such other relief as the Court may deem 

appropriate. 

JURISDICTION AND VENUE 

14. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

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

U.S.C. §§78u(d), 78u(e), and 78aa]. 

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

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

transactions, and courses of business alleged in this Complaint occurred within the Southern 

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6 
 

District of New York.  Some of the acts, practices, transactions and courses of business alleged 

in this Complaint were effected, directly or indirectly, by using means or instrumentalities of 

transportation or communication in interstate commerce, or the mails.  For example, several 

individuals residing in the Southern District of New York bought Enzolytics stock during the 

time when Defendants were selling their stock.   

DEFENDANTS 

16. Harry Zhabilov, age 57, lives in Frisco, Texas.  Zhabilov was the Chief Executive 

Officer and sole board member of Enzolytics until it merged with another company.  After the 

merger, Zhabilov became the Chief Science Officer, and a second person was appointed to the 

board.   

17. Billy V. Ray, Jr., age 66, lives in Marietta, Georgia.  Ray controls Camelot 

Nevada Trust which purportedly provided consulting services to Enzolytics (and its predecessor).  

In 2014, Ray was charged by the Commission for violating Section 17(a)(1) of the Securities Act 

and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder.  SEC v. Ray et al., 

14-cv-61195-BB (S.D. Fla. filed May 22, 2014).  Ray consented to the entry of final judgment in 

that matter, which enjoined him from violating Section 17(a)(1) of the Securities Act and Section 

10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder.  Ray was also permanently 

barred from trading in an offering of penny stock, including engaging in activities with a broker, 

dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase 

or sale of any penny stock, as well as from serving as an officer or director of any issuer that has 

a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act, 

or is required to file reports with the Commission pursuant to Section 15(d) of the Exchange Act.   

18. Charles Dilluvio, age 53, lives in Myrtle Beach, South Carolina.  Dilluvio controls 

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Seacor Capital, Inc. which received and transferred Enzolytics stock, and received back and 

distributed the proceeds from selling that stock.  In 2001, Dilluvio was charged by the 

Commission for violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange 

Act and Rule 10b-5 thereunder.  SEC v. Spectrum Brands Corp., 01-cv-8257 (E.D.N.Y. filed 

December 11, 2001).  Dilluvio consented to the entry of final judgment in that matter which 

enjoined him from violating Section 17(a) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder and ordered that he pay disgorgement.  Dilluvio was 

also barred from trading in penny stocks pursuant to a follow-on administrative proceeding.   

19. Stephen Apolant, age 56, lives in Oyster Bay, New York.  Apolant controls Sky- 

Direct LLC, Equity Markets ADV LLC, and New York Farms Group, Inc., which received and 

transferred Enzolytics stock.  Apolant is a former registered representative who has been barred 

by state authorities in Georgia and New Jersey from participating in the sale of securities in those 

states, based on prior securities law violations.     

20. Dannie Zhabilov, age 27, lives in Plano, Texas.  Dannie is the daughter of Harry 

Zhabilov. 

21. Jonathan Farber, age 58, lives in New York, New York.  Farber controlled 

Wexford Industries Ltd. which held an account at a Canadian firm through which he deposited 

and sold shares.  Farber used that account to trade shares on behalf of the Control Group and 

Dannie including about 347 million shares of Enzolytics.  Farber sold these shares on behalf of 

his customers without either registering with the Commission as a broker or being associated 

with a registered broker, as required by U.S. federal securities laws.  Farber has never been 

associated with any entity registered as a broker with the Commission. 

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22. Camelot Nevada Trust is a sole proprietorship operating in Georgia and controlled 

by Ray.  Debt owed to Camelot by Enzolytics was sold to generate unrestricted shares that the 

Control Group could sell.  Though Camelot documents were often signed by a close associate of 

Ray’s, Ray controlled the Camelot activities alleged here.  

23. Seacor Capital, Inc. is a New York corporation controlled by Dilluvio.  Dilluvio, 

through Seacor, purportedly worked as a consultant for Enzolytics beginning in 2018.  In late 

2020, Enzolytics issued Seacor over 400 million shares, most of which Dilluvio transferred to 

friendly entities so that they could be deposited and sold to the public.  Though Dilluvio’s wife is 

identified as the sole officer in New York State filings, Dilluvio in fact controlled Seacor, 

deciding what agreements to enter when, negotiating compensation, and determining when to 

transfer shares.    

24. Sky-Direct LLC is a Nevada corporation controlled by Apolant.  Throughout 

2020, Sky-Direct received about 260 million Enzolytics shares, transferring the majority to other 

Control Group affiliated entities, and ultimately selling millions of shares through Farber’s 

Wexford.  Though Apolant often used his wife, who has a different surname, to sign documents, 

he had control over Sky-Direct throughout the relevant period.   

25. Wexford Industries Ltd. is a Wyoming company controlled by Farber.  Wexford 

held and sold Enzolytics stock on behalf of the Control Group and distributed the profits back to 

individuals and entities under their control.  Farber’s relative (“Relative”) is identified as 

Wexford’s “President/Director” in Wyoming Secretary of State filings.  Though Relative 

continued to be identified in filings as the President of Wexford, Relative was in fact retired, and 

Farber operated Wexford, including finding investment opportunities.  Farber and Relative lived 

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together during intervals throughout the Relevant Period, in particular during the early months of 

the Covid-19 pandemic. 

RELIEF DEFENDANTS 

26. NY Farms Group, Inc. is a New York entity controlled by Apolant which received 

over $14.5 million in Enzolytics stock sale proceeds from Wexford.   

27. Equity Markets ADV LLC is a New York entity controlled by Apolant which 

received at least $23 million of Enzolytics stock sale proceeds from Wexford.   

RELATED ENTITY 

28. Enzolytics, Inc. is a Delaware corporation currently headquartered in Allen, 

Texas.  Enzolytics (stock ticker symbol: ENZC) is quoted and trades on OTC Link whose parent 

company is OTC Markets Group Inc. (“OTC Link”).  In public filings with OTC Link, 

Enzolytics claims to be “in the development stage.”  Enzolytics was originally incorporated in 

the United Kingdom in 2004 and underwent a series of name changes.  In 2012, it became Eco-

Petroleum Solutions, and in September 2017 it became Immunotech.  (Here “Enzolytics” will 

refer to Enzolytics and its predecessors.)  Harry Zhabilov was the CEO throughout the Relevant 

Period until October 2020 when he became the Chief Science Officer.  Ray performed work for 

Enzolytics off and on throughout the Relevant Period, including drafting and editing OTC Link 

filings and obtaining financing for the company.   

RELEVANT DEFINITIONS 

29. Before selling stock, persons who control the stock of public companies (“control 

persons”) are required to:  (a) register the stock sales with the Commission pursuant to Section 5 

of the Securities Act [15 U.S.C. §77e]; (b) sell the stock under an applicable exemption from 

registration; or (c) sell the stock pursuant to conditions set forth in SEC Rule 144 [17 C.F.R. 

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§240.144], including limitations on the amount of stock a control person can legally sell.  These 

registration requirements, sale restrictions, and disclosure obligations are safeguards designed to 

inform investors about the nature of the stock they are holding or considering buying, and about 

those from whom they would be buying that stock.   

30. An “affiliate” of a publicly traded company (also known as an “issuer”) is a 

person or entity that, directly or indirectly through one or more intermediaries, controls, is 

controlled by, or is under common control with, such issuer (i.e., a control person).  “Control” 

means the power to direct management and policies of the company.  Affiliates include officers, 

directors and controlling shareholders, as well as any person who is “under common control” 

with, or has common control of, an issuer.  Without registration of the stock, affiliates are only 

permitted to sell a small percentage of the outstanding shares of a stock according to SEC Rule 

144 [17 C.F.R. §230.144].  A group of individuals or entities acting in concert may collectively 

be an “affiliate” of an issuer.  

31. “Restricted stock” is stock of an issuer acquired either from that issuer or an 

affiliate of that issuer, in a private transaction that is not registered with the Commission.  Absent 

an exemption under the federal securities laws and rules, restricted stock cannot legally be 

offered or sold to the public unless a securities registration statement has been filed with the 

Commission (for an offer) or is in effect (for a sale).  Those registration statements are submitted 

and filed with the Commission on Form S-1 and are known as “S-1 registration statements.”  The 

S-1 registration statement contains important information about an issuer’s business operations, 

financial condition, results of operation, risk factors, and management.   

32. “Unrestricted stock” is stock that may legally be offered and sold in the public 

marketplace by a non-affiliate, ordinarily having previously been subject to a registration 

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11 
 

statement filed with the Commission.  Registration does not attach to the security itself, and 

registration at one stage for one party does not necessarily suffice to register subsequent offers 

and sales by the same or different parties.  Thus, when a control person buys publicly-traded or 

otherwise unrestricted shares in the company that person controls, those shares automatically 

become subject to the legal restrictions on sales by an affiliate, which strictly limit the quantity 

of shares that may be sold in the public markets absent registration.  Without registration, 

affiliates are prohibited from selling large quantities of an issuer’s shares, no matter how the 

affiliates obtained those shares. 

33. The Over-the-Counter (“OTC”) Markets is a stock quotation service that 

facilitates public trading of shares in public companies that are not otherwise listed on national 

securities exchanges (like NASDAQ or the New York Stock Exchange).  Public companies that 

do not have an obligation to file reports with the Commission may, nonetheless, choose to file 

public reports (such as quarterly and annual statements and other periodic disclosures) on the 

OTC Markets website for investors to review and consider when making investment decisions.   

34. A “beneficial owner” of a security is any person who, directly or indirectly, 

through any contract arrangement, understanding, relationship, or otherwise, has or shares 

investment power, which includes the power to dispose, or to direct the disposition of, such 

security.   

35. A “penny stock” is defined in Section 3(a)(51) of the Exchange Act and in Rule 

3a51-1 thereunder as an equity security that does not meet certain exemptions—essentially, most 

stocks that do not trade on a national securities exchange, that trade under $5 per share, and 

whose issuers do not meet certain thresholds of tangible assets or revenue.  Enzolytics stock was 

a penny stock during the Relevant Period.  

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36. A “transfer agent” is a business that facilitates certain types of securities 

transactions. Among other things, transfer agents issue and cancel certificates of a company’s 

stock to reflect changes in ownership. Many companies that have publicly traded securities use 

transfer agents to keep track of the individuals and entities that own their stock.  Transfer agents 

routinely keep track of whether particular shares are restricted from resale. 

THE FRAUDULENT SCHEME  
 

37. In late 2017, Zhabilov and Ray, who had historically been the decision makers for 

Enzolytics, began working with Dilluvio and Apolant to issue and transfer unrestricted 

Enzolytics stock so that it could be sold to the public.   

38. In the summer of 2018, Ray sold debt purportedly owed to Camelot to Dilluvio 

and Apolant’s associate.  Associate agreed to pay Camelot $100,000.  Despite pre-sale 

representations that he would not do so, Ray shared the proceeds from the sale with Zhabilov.  

Zhabilov had Enzolytics issue Associate over a half billion unrestricted shares in return for 

extinguishing the purported debt.  Associate sold those shares to the public.   

39. Later in 2020, the Control Group concealed their roles as Enzolytics’ affiliates so 

that they could benefit from the acquisition and sale of hundreds of millions of unrestricted 

Enzolytics shares.   

40. In the fall of 2020, Apolant and Dilluvio (through Seacor and Sky-Direct) 

converted debt they held into nearly 400 million shares of unrestricted stock.  To do so, they 

provided the transfer agent with opinion letters which falsely stated that Seacor and Sky-Direct, 

entities they respectively controlled, were not affiliates of Enzolytics.  This was false because 

Dilluvio and Apolant were both involved in the day-to-day operations and management of 

Enzolytics.   

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13 
 

41. On top of the debt Sky-Direct converted, Apolant (through NY Farms) also 

received over 156 million unrestricted Enzolytics shares from Associate.   

42. In early 2021, Zhabilov and Dannie used a sham consulting agreement as the 

basis to transfer 231 million unrestricted shares to Dannie.  Dannie then transferred many of 

those shares to Farber (via Wexford) for $7.125 million and shared those profits with Zhabilov 

and Ray.   

43. Between Apolant, Dilluvio, and Dannie, they transferred Farber’s Wexford about 

350 million unrestricted shares.  Farber, through Wexford, sold nearly all these shares during 

2021 and into the beginning of 2022.  Wexford sold over 347 million shares of Enzolytics stock 

for total proceeds of at least $78 million.  At least $62 million of those proceeds went back to the 

Control Group on whose behalf Farber had sold those shares.   

44. The Control Group, directly and through the entities they controlled, fraudulently 

avoided the stock sale limitations that limited affiliates from selling the stock by concealing their 

status as company affiliates and their stock ownership.   

45. To sell these Enzolytics shares, the Defendants needed investors willing to buy 

them.  To attract investors, Apolant, using funds from Sky-Direct, hired a stock promoter to tout 

Enzolytics stock in order to bring in investors who would buy the Defendants’ stock.   

Defendants were Affiliates of Enzolytics 

46. As detailed below, Zhabilov, Ray, Dilluvio, and Apolant were affiliates of 

Enzolytics because, as a group, they controlled both day-to-day operations of the company and 

strategic decision making, and because they held a significant portion of Enzolytics’ unrestricted 

stock.   

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47. Dannie and Farber worked with the Control Group to further their fraudulent 

scheme making Dannie and Farber affiliates of Enzolytics as well.  

48. Because Camelot, Seacor, Sky-Direct, and Wexford were all controlled by 

affiliates of Enzolytics, they too were affiliates of Enzolytics. 

49. Ray worked closely with Zhabilov at the time of each of the transactions 

described above (the Camelot debt sale, the sham consulting agreement, and the fraudulent debt 

conversions).  Ray played an integral role in running Enzolytics, assisting Zhabilov in most of 

the latter’s CEO duties.  Ray operated much like a chief financial officer, performing functions 

such as liaising with Enzolytics’ accountant, preparing filings, and soliciting funding.   

50. By no later than the fall of 2017, Dilluvio and Apolant were in communication 

with Zhabilov and Ray regarding Enzolytics.  Dilluvio and Apolant worked together.  Dilluvio 

was the main point of contact with Zhabilov and Ray.  Ray and Dilluvio had a particularly close 

relationship.  Ray recommended that Zhabilov engage Dilluvio as a “project manager.” Apolant 

and Dilluvio’s entities paid Ray about $25,000 between February 2017 and June 2018. 

51. Apolant and Dilluvio funded Enzolytics through their respective entities Sky-

Direct and Seacor.  Between 2017 and 2020, Sky-Direct and Apolant purportedly loaned 

Enzolytics at least $120,000.  Between October 2020 and February 2021, Seacor and Sky-Direct 

wired Enzolytics over $1.3 million.   

52. In 2018, Sky-Direct and Seacor each had consulting agreements with Enzolytics 

purportedly to perform “business consulting and advisory services” for which they were to 

receive Enzolytics shares.   

53.  During 2018, Dilluvio frequently communicated with Ray and Zhabilov on topics 

concerning Enzolytics, including: potential mergers; whether to make particular filings; 

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15 
 

communications with the company’s lawyer; liability the company faced by entering particular 

transactions; and general updates on the company.  Dilluvio even requested that Zhabilov move 

their communications from text message to the encrypted application, Signal. 

54. In 2019, a close associate asked Zhabilov whether he had gotten permission from 

“Steve, Charlie and [Associate]” to file an 8K.  Zhabilov responded, “[y]es I got email from 

there [sic] attorney and [Associate] will forward to you.”   

55. By the fall of 2020, the Control Group was gearing up for the next wave of 

transactions that would put large quantities of unrestricted stock in their control.  Dilluvio 

continued to be closely involved in Enzolytics’ operations.  For example, Dilluvio directed 

Zhabilov to sign notes and a consulting agreement that could be used to provide Seacor with 

additional unrestricted shares.  At the time, Zhabilov told colleagues that he was worried that 

funding would fall through if he did not sign the documents. 

56. Dilluvio was also copied on drafts of company disclosures, made substantive edits 

to those documents, and told Zhabilov to waive certain prerequisites for shares being transferred.   

57. When Ray complained that he did not have any series B shares, Dilluvio 

responded “ohh well, got us some B’s,” continuing their coordinated efforts. 

58. When Zhabilov identified a merger target, he presented the deal to Apolant and 

Dilluvio for their approval.  Zhabilov could not have completed the merger without Apolant and 

Dilluvio’s funding.  They paid for Enzolytics to become current with its OTC filings, for the 

merger fees, and for attorneys’ fees.   

59. Defendants were affiliates of Enzolytics not just because of their conduct, but also 

based on collectively holding large amounts of Enzolytics stock.  Ahead of selling off their 

holdings, Defendants had gained control of a large percentage of the unrestricted free trading 

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shares, known as the “float.”  By the end of 2020, Apolant and Dilluvio alone controlled about 

550 million unrestricted shares, constituting over 30 percent of the float.  In February 2021, 231 

million additional unrestricted shares—more than 10 percent of the float—were transferred to 

Dannie. 

60. As detailed below, Defendants used their influence over Enzolytics to obtain a 

large number of shares that they then sold to the public. 

Zhabilov and Ray Made Multiple Misrepresentations in Debt Sale Transaction 
 

61. By at latest fall of 2014, Ray and Zhabilov were seeking sources of funding for 

Enzolytics.  Most of their ideas for funding involved shareholders selling their stock and putting 

the proceeds back into the company, whether done through an S-1 registration or a friendly debt 

holder converting that debt into unrestricted shares.   

62. Ray and Zhabilov were both aware of the restrictions on the sale of stock by 

company affiliates and that selling or converting debt held by an affiliate would be difficult.  In 

September 2014, when discussing ways to get more funding for the company, Ray emailed 

Zhabilov, “If we ca[n]’t use the Zhabilov Turst [sic] debt…we will have to go back and find a 

friendly lender that you trust and I can trust that loaned money to the company prior to 2012.” 

63. In August 2017, Ray emailed at least three parties in an unsuccessful effort to sell 

Camelot purported debt.  In these communications Ray identified upcoming costs Enzolytics 

expected to incur and noted “Harry [Zhabilov] is expecting the funds generated from the 

investment by your company to be available for the overhead of $50K over the first 45 days….”    

64. In the fall of 2017, Ray and Zhabilov began discussions with Apolant and 

Dilluvio regarding purchasing debt that Enzolytics purportedly owed to Ray’s Camelot.  Under 

the ultimate agreement that was reached, Associate’s entity (“Entity A”) was meant to pay 

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17 
 

Camelot $100,000 for the debt, and Enzolytics would issue Entity A 525 million unrestricted 

shares. 

65. Zhabilov and Ray confirmed in contemporaneous emails that they expected that 

proceeds from selling Camelot’s debt would be and in fact were used to fund Enzolytics.  Ray 

also used the money he received from Entity A to pay Zhabilov. 

66. This scheme exploited a process conducted pursuant to Section 3(a)(10) of the 

Securities Act, which exempts from the registration requirements of the federal securities laws 

the offers and sales of securities in specified exchange transactions.  In these exempted exchange 

transactions, securities can be issued for bona fide debts, claims, or property interests.  As a 

prerequisite, a court or other governmental entity must hold a fairness hearing on the terms of the 

transaction and approve it.  The hearing must be open to the public, and notice must be given to 

all parties.  [15 U.S.C. § 77c(a)(10)].  Under Section 3(a)(10), an issuer can agree to discharge a 

bona fide debt it owes to a debt holder by exchanging it for unrestricted shares of its stock, which 

can be issued to the debt holder, if a court approves the transaction at a fairness hearing.   

67. Apolant and Dilluvio liaised with Ray and Zhabilov on behalf of Associate.  They 

spent months discussing the purchase of the debt Enzolytics purportedly owed to Camelot.   

68. On May 23, 2018, Associate and Camelot executed a claims purchase agreement 

through which Entity A bought the $525,000 debt owed to Camelot (“Debt”) for $100,000 

(“Claims Purchase Agreement”).  Though he did not himself sign the document, Ray authorized 

the signing of the Claims Purchase Agreement on behalf of Camelot. 

69. In May 2014, the Commission filed a complaint against Ray seeking to bar him 

from participating in an offering of penny stock and from serving as an officer and director of an 

SEC-registered company.  In July 2014, he entered a one-year contract for services with 

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Enzolytics.  Rather than use his own name, the name used in this July 14, 2014, contract (“2014 

Contract”) was “Camelot Financial Group, LLC.”  In September 2014, Ray was barred from 

participating in an offering of penny stock and from serving as an officer and director of an SEC 

registered company.   

70. Camelot Financial Group, LLC, unlike Camelot Nevada Trust, never existed as a 

corporate entity, which Ray discovered when trying to sell Camelot’s debt in August 2017.   

71. The 2014 Contract covered the “business development and general business 

consulting services” Ray provided.  Compensation under the 2014 Contract was $8,500 and 2 

million shares of Enzolytics.   

72. The 2014 Contract had lapsed by February 2015, and no contract covering Ray’s 

services to Enzolytics from February 2015 to July 2017 exists.  A document purporting to amend 

the 2014 Contract is dated July 1, 2017 (“Amended Contract”).  But the Amended Contract 

remained unsigned by either Camelot or Enzolytics as of January 2018.  Zhabilov was still 

negotiating with Ray regarding the applicable conversion rate under the Amended Contract in 

April 2018.   

73. Even though Ray had not learned that Camelot Financial Group, LLC was the 

wrong name until August 2017, the Amended Contract, purportedly entered in July 2017, used 

the correct name, Camelot Nevada Trust.   

74. The Amended Contract stated that Camelot would provide “general business 

consulting services” for $27,500 per quarter.   

75. The next month, Entity A and Ray’s Camelot executed the Claims Purchase 

Agreement, which included the following false representations made by Camelot: 

• “The claim is a bona fide outstanding claim against [Enzolytics]… for goods 
and/or services rendered to [Enzolytics] by [Camelot] in good faith.” 

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19 
 

• “[Camelot] did not enter into the transaction giving rise to the [Debt] in 
contemplation of any sale or distribution of [Enzolytics’] common stock or other 
securities.” 

• “[$525,000] is the total amount due to [Camelot] with respect to the [Debt].” 

• “Within the past ninety (90) days, [Camelot] has not been directly or indirectly 
through one or more intermediaries in control, controlled by, or under common 
control with, [Enzolytics] and is not an affiliate of Enzolytics as defined under 
Rule 144.” 

• “[Camelot] has no present intention to utilize any of the proceeds to be received 
from [Entity A] to directly or indirectly, provide any consideration to or invest in 
any manner in [Enzolytics] or any affiliate of [Enzolytics].”  

• “[Camelot] will not, directly or indirectly, receive any consideration from or be 
compensated in any manner by [Enzolytics], or any affiliate of [Enzolytics], in 
exchange for or in consideration for selling the [Debt].” 
  

76. On June 25, 2018, Enzolytics entered into a settlement agreement with Entity A 

through which Entity A bought $563,000 worth of purported debt Enzolytics owed to two 

creditors (one of which was Camelot) in exchange for 563 million shares of Enzolytics stock.  In 

the settlement agreement signed by Zhabilov, Enzolytics and Zhabilov falsely represented that it 

“did not enter into the transaction giving rise to the Claims in contemplation of any sale or 

distribution of [Enzolytics’] common stock or other securities.” 

77. The vast majority, $525,000, of the debt was purportedly owed to Camelot 

Nevada Trust for work performed from January 2015 to June 2018.   

78. On July 3, 2018, Enzolytics provided an issuer representation letter to the 

placement agent being used for the Debt transaction.  Zhabilov signed that letter and falsely 

represented, “[Enzolytics] has not solicited and does not intend to solicit [Camelot] for any 

portion of the funds paid to [Camelot] by [Entity A].” 

79. On July 9, 2018, Entity A filed a complaint asking the court to hold a fairness 

hearing regarding the proposed settlement.  Attached to the complaint was the Claims Purchase 

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Agreement as well as several invoices purportedly supporting the Debt.  The invoices reflected 

unpaid compensation of $37,500 per quarter, not the $27,500 per quarter used in the Amended 

Contract.  Uncompensated invoices were submitted for the fourteen quarters between January 

2015 and April 2018.   

80. On August 21, 2018, the court approved the settlement which also had the effect 

of allowing the shares to be issued to Entity A unrestricted.   

81. Invoices purportedly dated April 1, 2015 to April 1, 2017, stated that they were 

compensation for Camelot’s work “compiling the information and assisting[ing] in filing the 

necessary documents to maintain a current status on the OTC Market.”  No disclosures were 

filed on OTC Markets between July 2015 and January 2017.   

82. Not only was there no operative contract between February 2015 and, at best, July 

2017, but the invoices exceeded the highest rate of compensation used in either contract—

$27,500 per quarter.  Even the $27,500 per quarter, or over $9,000 per month, was excessive.  At 

the time the work underlying the Debt was purportedly rendered, Enzolytics had no money.  

Once Enzolytics finally received enough funding, Ray was only paid $5,500 per month for his 

work.  At that time, Zhabilov was being paid $8,000 per month.  When Zhabilov received a raise 

to $11,000 per month, Ray’s compensation increased to $7,000 per month, never to the $9,000 

per month at which Ray’s services were purportedly valued under the Amended Contract, let 

alone the $12,500 per month specified by the invoices purportedly underlying the Debt. 

83. Camelot used the Debt which had purportedly been extinguished when Entity A 

bought it for $100,000 as the basis to be issued 70 million Enzolytics shares in October 2020.  

84. After Camelot could not deposit those shares, Apolant (through Equity Markets) 

bought 150,000 of the shares from Camelot for $50,000 to provide Camelot with cash. 

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85. As shown below, Camelot received transfers to pay for the Debt and then sent a 

portion of those payments to Enzolytics.   

Date of Transfer to 
Camelot 

Amount Transferred 
to Camelot 

Date of Transfer(s) to 
Enzolytics 

Amount Transferred 
to Enzolytics 

9/27/18 $5,000 10/3/18-10/9/18 $1,700 
2/6/19 $5,000 2/7/19 $3,350 
3/4/19 $10,000 3/12/19-3/13/19 $6,000 
4/1/19 $20,000 4/3/19-4/16/19 $9,100 
10/16/20 $56,000  1 

 

Zhabilov and Ray Fraudulently Transferred Stock to  
Dannie Zhabilov to Avoid Affiliate Stock Sale Limitations   

86. Wishing to make more money from the sale of Enzolytics stock, Ray and 

Zhabilov fraudulently schemed to transfer stock to Dannie, to circumvent limitations placed on 

the sale of stock by affiliates.  Ray and Zhabilov planned to, and did, share in the stock sale 

proceeds, which exceeded $7 million.  

87. In the fall of 2020, Enzolytics was in merger negotiations with another company.  

As part of those negotiations, the two parties discussed how shares would be allocated between 

the two groups.  As of October 2020, Zhabilov held 50 million common shares in his name, and 

412 million in a trust called “the Zhabilov Trust,” for a total of 462 million.  The parties agreed 

that the common stock would be split, with Zhabilov keeping 231 million shares, and the group 

associated with the merger target getting 231 million shares.   

88. On December 7, 2020, Zhabilov told the transfer agent that half of the 462 million 

common shares would go to Dannie individually.   

 
1 Though Camelot does not appear to have transferred any portion of the October 2020 transfer to Enzolytics, the 

company received two $25,000 transfers, one from Apolant and one from Dilluvio (via Seacor and Sky-Direct) 
that same month.  

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89. The split was accomplished on December 31, 2020.  The merger group shared 

231 million shares and the Zhabilov Trust retained 231 million shares.   

90. Though Zhabilov knew that his wife was the trustee of the Zhabilov Trust, 

Zhabilov falsely represented to the transfer agent that Dannie was the trustee and that both she 

and the trust were not affiliated with Enzolytics.  Zhabilov failed to fix this error until February 

2021, despite receiving several physical stock certificates held by the Zhabilov Trust that 

prominently bore Dannie’s name as the trustee.  

91. On February 12, 2021, Zhabilov had the 231 million shares held by the Zhabilov 

Trust cancelled and reissued to Dannie individually.  The indemnification sent to the transfer 

agent stated, “[t]hese shares were incorrectly issued in the name of Dannie Zhabilov TTEE 

Zhabilov Trust.  Company requests that these shares be cancelled and that the shares be correctly 

registered in the name Dannie Zhabilov.”   

92. Also included in the materials provided to the transfer agent was a Contractor 

Agreement between Dannie and Enzolytics purportedly dated March 9, 2018 (“Dannie 

Agreement”).   

93. The Dannie Agreement was a one-year contract under which Dannie Zhabilov, 

then 21 years old and still in college, would “perform analytical work tied to the biological 

activity of ITV-1.  This work includes HPLC fragmentation, electrophoretical binding reactions, 

and Biacore plasmon resonance.”  In return, Dannie would earn 462 million Enzolytics shares.  

But those shares were never actually issued to Dannie.  

94. The 412 million shares held by the Zhabilov Trust in the fall of 2020 consisted of 

275 million shares issued to the Zhabilov Trust in March and July 2018 in exchange for an 

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“Exclusive License Agreement” and 137 million that were meant to have gone to Dannie 

individually. 

95. Dannie was compensated at a far higher amount than at least one other individual 

who performed work comparable to that identified in the Dannie Contract during the same time 

frame.  A biochemist that “assisted [Enzolytics] in developing a new application of the 

Immunotherapy in the Nutraceutical market as well as assisted with the manufacturing of the 

validation order with the cGMP manufacturer” was compensated with only 10 million shares in 

September 2018.   

96. On August 22, 2018, Zhabilov, on behalf of the Enzolytics board, authorized the 

issuance of 137 million shares to his daughter for assisting Enzolytics “in developing a new 

application of the Immunotherapy in Veterinarian market.”  This would have been in the middle 

of the one-year term purportedly covered by the Dannie Agreement.  

97. Unlike the Dannie Agreement, Zhabilov immediately provided the board 

resolution to the transfer agent so that the shares could be issued.  Zhabilov again affirmed that 

Dannie was not affiliated with the company.  The 137 million shares were issued to the Zhabilov 

Trust on August 24, 2018. 

98. On February 6, 2021, Dannie retained Camelot as a “consultant and financial 

advisor.”  Camelot contracted to receive one million unrestricted Enzolytics shares for these 

purported services.  To aid her in selling the Enzolytics shares, Ray and Dilluvio connected 

Dannie with Farber.  Farber, through Wexford, sold shares on her behalf and Camelot took one 

million shares for commission.   

99. Zhabilov repeatedly (and falsely) advised the transfer agent that Dannie was not 

an affiliate.  But when she sought an opinion letter to lift the restrictive legend from her shares in 

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February 2021, the attorney immediately flagged that her relationship with the company and her 

father could make her an affiliate.  Dannie stated that she was “currently separate” from her 

father and that she did “not work with my family or ENZC.” At that time, however, Dannie still 

worked for Enzolytics. 

100. The attorney also asked why the shares had not been issued until December 2021.  

Dannie replied falsely that the shares were issued in 2018.  Though the shares held by the 

Zhabilov Trust had been issued in 2018, the shares that were the subject of the Dannie 

Agreement were never issued.   

101. Between April 2021 and January 2022, Dannie transferred about 140 million 

Enzolytics shares to Wexford, at a time when Farber, through Wexford, was selling a lot of 

Enzolytics shares to the public.  Between June 2021 and January 2022, Wexford transferred at 

least $7.125 million to Dannie. 

102. Dannie used these stock sale proceeds to buy a house, which her parents lived in 

for at least several months while they completed renovations on their own home.  Dannie also 

leased a Mercedes for her father, paid off his outstanding home mortgage of around $100,000, 

and paid for Zhabilov’s mother’s condominium in Bulgaria.  Finally, Dannie overpaid her taxes 

and her tax refund of $726,372 was sent to Ray’s Camelot.   

Dilluvio Used a Sham Consulting Agreement to Obtain Additional Unrestricted Shares 

103. In April 2018, Zhabilov signed a consulting agreement on behalf of Enzolytics 

with Dilluvio’s Seacor (“Seacor 2018 Agreement”).  The Seacor 2018 Agreement and a parallel 

agreement between Enzolytics and Apolant’s Sky-Direct were meant to provide compensation 

following an unsuccessful merger attempt the two worked on.  Ray wrote to Zhabilov in May 

2018, “[t]hey were both supposed to get 25 million [shares] from that transaction…. Doesn’t 

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make it any more pleasent [sic] because they will eventually want the shares from the original 

consulting agreement as well, but that’s down the road and we can always tell them no.  Object 

here is to get funding.”  Ray’s email then makes clear that, in exchange for signing the 

“consulting agreements,” Apolant and Dilluvio would provide Enzolytics with funding. 

104. According to the Seacor 2018 Agreement, Enzolytics wanted to “retain [Seacor] 

to provide a variety of business consulting and advisory services.”  The Sky-Direct agreement 

had the same language. 

105. In May 2018, Zhabilov signed an Enzolytics Board resolution referencing the 

Seacor 2018 Agreement that authorized the issuance of 20 million shares of common stock to 

Seacor.  Those shares were not issued until 2020.   

106. In 2023, Zhabilov could not identify what the consulting agreement with Seacor 

was for, though he has described Dilluvio’s services as the same as those provided by Ray, and 

that working with Dilluvio had been Ray’s recommendation.  

107. For two years, little happened with the Seacor 2018 Agreement.  Then, beginning 

in mid-September 2020, Dilluvio asked Zhabilov to sign a series of notes and a consulting 

agreement.  This consulting agreement was purportedly dated January 3, 2019 (“Seacor 2019 

Agreement”),  and again sought to retain Seacor “to provide certain business consulting and 

advisory services.”     

108. On September 17, 2020, Zhabilov forwarded the Seacor 2019 Agreement to Ray 

and said, “my understanding is if I not sign this contract with Charlie the deal with arena is not 

going to happen.”  It appears that the “deal with arena” was a deal to get funding for Enzolytics.   

109. Two weeks later, Dilluvio emailed Zhabilov an unsigned copy of the Seacor 2018 

Agreement and said, “shares from this agreement were never received.”  That same day, 

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Zhabilov contacted the transfer agent and instructed them to issue 20 million Series B preferred 

shares to Seacor.   

110. On October 7, 2020, Ray circulated a draft disclosure statement to Dilluvio and 

Zhabilov.  The draft disclosure statement did not show any entry for the issuance of 20 million 

Series B shares being issued to Seacor.  The next day Dilluvio emailed Ray, “need to include, 

20m B’s were issued” and attached the Seacor 2018 Agreement.   

111.  The next day, Zhabilov forwarded Seacor’s conversion notice to the transfer 

agent.  Seacor sought to convert their 20 million Series B shares into 200 million unrestricted 

common shares.   

112. On October 9, 2020, Zhabilov received an email from “SEACOR CAPITAL 

INC” saying, “$25000 is being transferred electronically to your account at Bank of America.”  

The same day, $25,000 was wired to an Enzolytics bank account. 

113. On October 12, 2020, Zhabilov sent the transfer agent:  (1) a share issuance and 

transfer agent instruction resolution signed by Zhabilov on behalf of Enzolytics, authorizing the 

issuance of 200 million unrestricted common shares to Seacor; (2) an attorney opinion letter 

falsely stating that Seacor was not a present or former affiliate of Enzolytics; and (3) a letter 

from Dilluvio’s wife on behalf of Seacor falsely stating that neither she nor Seacor were 

affiliates of Enzolytics.   

114. As a result of this submission to the transfer agent, Seacor was issued 200 million 

unrestricted shares on October 16, 2020.   

115. On October 27, 2020, Dilluvio emailed Ray a paragraph describing the Seacor 

2018 Agreement.  A week later, Enzolytics published a disclosure covering 2018 to OTC Link.  

This disclosure included verbatim the paragraph that Dilluvio had emailed Ray.   

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Dilluvio and Apolant Concealed Their Affiliate Status in Order  
to Convert Debt into Additional Unrestricted Shares 

116. On top of the 200 million shares Dilluvio (through Seacor) fraudulently obtained 

in the fall of 2020, Apolant and Dilluvio used debt conversions to illegally obtain an additional 

almost 400 million unrestricted Enzolytics shares.   

117. On September 17, 2020, using an email address in his wife’s name, Apolant 

emailed Zhabilov a conversion notice to convert the debt Sky-Direct held into over 195 million 

shares.  Later that same day, Zhabilov provided the transfer agent with the share issuance and 

transfer agent instruction resolution (signed by Zhabilov on behalf of Enzolytics) that authorized 

the issuance of 195,795,288 unrestricted common shares to Sky-Direct.  

118. As a result, on September 18, 2020, Enzolytics issued Sky-Direct over 195 

million unrestricted shares as part of a debt conversion.  In order to have the shares issued 

unrestricted, Apolant (on behalf of Sky-Direct) obtained an attorney opinion letter that falsely 

stated that Sky-Direct, which he controlled, was not an affiliate of Enzolytics.     

119. Similarly, on September 18, 2020, Dilluvio emailed Zhabilov the conversion 

notice for converting the Enzolytics debt Seacor held into over 203 million shares.  The notice of 

conversion contained an error where “SKY-DIRECT LLC” had not been replaced by “Seacor 

Capital Inc.”  As before, Zhabilov provided the transfer agent with the necessary share issuance 

and transfer agent instruction resolution signed by Zhabilov on behalf of Enzolytics which 

authorized the issuance of 203,149,447 unrestricted Enzolytics common shares to Seacor. 

120. As Apolant had done, Dilluvio (on behalf of Seacor) obtained and provided to the 

transfer agent an attorney opinion letter which falsely stated that Seacor was not an affiliate of 

Enzolytics.  As a result, Seacor was issued over 203 million unrestricted shares on September 22, 

2020.   

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121. Between September 24, 2020 and October 28, 2020, Seacor transferred over 313 

million shares to a Canadian entity.  That same Canadian entity then sold a portion of those 

shares and ultimately transferred cash to Seacor totaling $11.3M. Dilluvio transferred another 

110 million shares to a different entity in November 2020, which then sent 55 million shares to 

the Canadian entity and 30 million to Wexford.  Between December 2020 and October 2021, 

Wexford sent Seacor over $23 million.   

122. Sky-Direct transferred more than 95 million shares to NY Farms in October and 

November 2020.  NY Farms does not appear to have paid Sky-Direct for the shares.  During that 

same period, Seacor paid $385,000 to Sky-Direct.   

123. Equity Markets never held Enzolytics shares.  Nor did it transfer any shares to 

Wexford.  But from January 2020 to January 20212, it received more than $23 million from 

Wexford. 

124. Both Apolant and Dilluvio, through Seacor and Sky-Direct, reinvested portions of 

their Enzolytics stock sale proceeds back into Enzolytics.  Between October 2020 and November 

2022, entities controlled by Apolant and Dilluvio sent Enzolytics at least $2.3 million.   

Apolant Paid to Have Enzolytics Stock Promoted to Retail Investors  

125. To persuade enough retail investors to buy the hundreds of millions of shares of 

Enzolytics stock the Control Group intended to sell (and to do so without greatly depressing the 

stock price), the Control Group, mostly through Apolant’s Sky-Direct, paid a stock promoter 

(“Promoter”) to increase investor interest in Enzolytics stock.   

126. Apolant had worked before with Promoter to increase investor interest in other 

stock.  Promoter’s role was to generate investor interest so that the volume of trading would go 

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29 
 

up, allowing Apolant and his partners to sell large quantities of stock without driving down its 

price.   

127. Apolant approached Promoter towards the end of 2020 to promote Enzolytics.  

Volume (how much stock was being traded) had been very low, and at times almost non-existent 

throughout 2020, and the price remained low until it began to creep up in October.  During 

October and November 2020 Sky-Direct and Wexford paid Promoter a total of around $109,000. 

Farber and Wexford Sold Stock on Behalf of the Control Group 

128. Farber (via Wexford) sold stock on behalf of Dannie (who was sharing proceeds 

with Zhabilov, Camelot, and Ray), Seacor (for Dilluvio) and NY Farms (for Apolant), keeping a 

share of the proceeds for their efforts.  From January 2021 to January 2022, the Control Group, 

Seacor, and Sky-Direct transferred at least 350 million shares to Wexford. Farber (through 

Wexford) then deposited the transferred shares into an account in Wexford’s name that he 

controlled in Canada.  He then sold the shares to the public from that account. 

129. To effectuate these sales, Farber, through Wexford, took possession of his 

customers’ shares through stock purchase agreements.  But these agreements did not reflect the 

economic reality of the transactions.  Rather, the “seller” remained the beneficial owner of the 

shares.  This is evident because nearly every incoming transfer to Wexford with Enzolytics stock 

sale proceeds is followed by outgoing transfers to Seacor, Equity Markets, or NY Farms.   

130. From at least January 2021 through February 2022, Farber sold $78 million worth 

of Enzolytics stock to retail investors.  Wexford transferred about $70 million back to the 

Control Group and Dannie, keeping about $6 million for himself.  

131. Neither Farber nor Wexford have ever been registered as a broker-dealer with the 

Commission or associated with a registered broker-dealer.   

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132. On top of effectuating the sales of Enzolytics shares for the other Defendants, 

Farber and Wexford have effectuated transactions in other securities for their affiliates and 

shared the stock sale proceeds.   

The Defendants’ Unregistered Offers and Sales 

133. Zhabilov, Ray, Dilluvio, and Apolant are Enzolytics affiliates because of their 

roles in the management, funding, and operations of the company, and their control of the 

Enzolytics stock float.  Dannie and Farber are also affiliates of Enzolytics because they worked 

together with the Control Group to accomplish their fraudulent scheme.  Defendants offered and 

sold Enzolytics stock.  

134. At the time that Defendants offered and sold Enzolytics stock, there was no 

registration statement for those sales on file with the Commission or in effect for those 

transactions, as required by Section 5 of the Securities Act.  No exemption from the registration 

requirement applied. 

FIRST CLAIM FOR RELIEF 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

(Violations of Section 10(b) of the Exchange Act and Rule 10b-5  
thereunder by Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber, Camelot, Seacor, Sky-

Direct, and Wexford) 
 

135. Paragraphs 1 through 134 above are re-alleged and incorporated by reference as if 

fully set forth here. 

136. During the Relevant Period, the stock of Enzolytics was a security under Section 

3(a)(10) of the Exchange Act [15 U.S.C. §78c(a)(10)].  

137. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio, 

Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, directly or indirectly, in 

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

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31 
 

interstate commerce or of the mails, or of any facility of any national securities exchange, 

intentionally, knowingly or recklessly, (i) employed devices, schemes, or artifices to defraud; (ii) 

made untrue statements of material fact or have omitted to state material fact(s) necessary to 

make the statements made not misleading; and (iii) engaged in acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon any persons, including 

purchasers or sellers of the securities. 

138. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio, 

Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated Exchange Act 

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

continue to violate those sections unless enjoined. 

SECOND CLAIM FOR RELIEF 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

(Violations of Section 17(a) of the Securities Act by Zhabilov, Ray, Dilluvio, Apolant, 
Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford) 

 
139. Paragraphs 1 through 138 above are re-alleged and incorporated by reference as 

fully set forth here. 

140. During the Relevant Period, the stock of Enzolytics was a security under Section 

2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. 

141. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio, 

Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, in connection with the 

offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or 

of the mails, directly or indirectly, (i) acting intentionally, knowingly, or recklessly, employed 

devices, schemes, or artifices to defraud; (ii) acting intentionally, knowingly, recklessly, or 

negligently obtained money or property by making untrue statements of material fact or omitting 

facts necessary to make the statements made not misleading; and (iii) acting intentionally, 

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knowingly, recklessly, or negligently engaged in transactions, practices, or courses of business 

which operated or would operate as a fraud or deceit upon any persons, including purchasers or 

sellers of the securities.   

142. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio, 

Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford violated Securities Act 

Section 17(a) [15 U.S.C. §77q(a)] and will continue to violate those sections unless enjoined. 

THIRD CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

(Violations of Sections 5(a) and 5(c) of the Securities Act by  
Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and 

Wexford) 
 

143. Paragraphs 1 through 142 above are re-alleged and incorporated by reference as if 

fully set forth here. 

144. During the Relevant Period, the stock of Enzolytics was a security under Section 

2(a)(1) of the Securities Act [15 U.S.C. §77b(a)(1)]. 

145. Through the conduct described above, defendants Zhabilov, Ray, Dilluvio, 

Apolant, Dannie, Farber, Camelot, Seacor, Sky-Direct, and Wexford, directly or indirectly:  

(i) used the means or instruments of transportation or communication in interstate commerce or 

of the mails to sell, through the use or medium of a prospectus or otherwise, securities as to 

which no registration statement has been in effect and for which no exemption from registration 

has been available; and/or (ii) used the means or instruments of transportation or communication 

in interstate commerce or of the mails to offer to sell, through the use or medium of a prospectus 

or otherwise, securities as to which no registration statement has been filed and for which no 

exemption from registration has been available. 

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146. As a result, defendants Zhabilov, Ray, Dilluvio, Apolant, Dannie, Farber, 

Camelot, Seacor, Sky-Direct, and Wexford violated Sections 5(a) and (c) of the Securities Act 

[15 U.S.C. §§77e(a) and (c)] and will continue to violate those sections unless enjoined.   

FOURTH CLAIM FOR RELIEF 
ACTING AS AN UNREGISTERED BROKER 

(Violation of Section 15(a)(1) by Farber and Wexford) 
 

147. Paragraphs 1 through 146 above are re-alleged and incorporated by reference as if 

fully set forth here. 

148. By engaging in the conduct alleged above, Farber and Wexford acted as brokers 

within the meaning of Section 3(a)(4) of the Exchange Act [15 U.S.C. §78c(4)] and made use of 

the mails or any means or instrumentality of interstate commerce to effect transactions in, or to 

induce or attempt to induce the purchase or sale of, securities. 

149. For the securities transactions at issue, Farber and Wexford were not registered 

with, or associated persons of a firm registered with, the Commission. 

150. Farber and Wexford did not qualify for an exemption from the registration 

requirements.  

151. Because of the foregoing, Farber and Wexford violated, and unless enjoined will 

continue to violate, Section 15(a)(1) of the Exchange Act [15 U.S.C. §78o(a)(1)]. 

FIFTH CLAIM FOR RELIEF 
OTHER EQUITABLE RELIEF, INCLUDING UNJUST ENRICHMENT AND 

CONSTRUCTIVE TRUST  
(against Relief Defendants NY Farms and Equity Markets) 

 
152. Paragraphs 1 through 151 above are re-alleged and incorporated by reference as if 

fully set forth here. 

153. Section 21(d)(5) of the Exchange Act states, “In any action or proceeding brought 

or instituted by the Commission under any provision of the securities laws, the Commission may 

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34 
 

seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary 

for the benefit of investors.” 

154. Relief Defendants received ill-gotten funds through a fraudulent scheme.  Relief 

Defendants have no legitimate claim to this property.  In equity and good conscience, Relief 

Defendants should not be allowed to retain such funds.  

155. As a result, Relief Defendants are liable for unjust enrichment and should each be 

required to return their share of ill-gotten gains, in an amount to be determined by the Court. The 

Court should also impose a constructive trust on the ill-gotten gains in the possession of Relief 

Defendants. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Permanently restrain Defendants, their officers, agents, servants, employees and 

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

notice of the injunction by personal service or otherwise, from violating Sections 5(a) and (c) and 

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

B. Permanently restrain defendants Farber and Wexford and their officers, agents, 

servants, employees and attorneys, and those persons in active concert or participation with them 

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

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

C. Enter an order permanently enjoining Defendants Dilluvio and Ray from directly 

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

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

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35 
 

such injunction shall not prevent Dilluvio and Ray from purchasing or selling securities listed on 

a national securities exchange for their own personal accounts; 

D. Order the Defendants to disgorge, with prejudgment interest, all ill-gotten gains 

obtained through the unlawful conduct alleged in this Complaint; 

E. Order the Defendants to pay civil monetary penalties pursuant to Section 20(d) of 

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

§ 78u(d)(3)];  

F. Enter an order barring Defendants Zhabilov, Apolant, Dannie, Farber, Camelot, 

Seacor, Sky-Direct, and Wexford from participating in any offering of a penny stock, pursuant to 

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

[15 U.S.C. § 78u(d)]; 

G. Enter an order barring Defendants Zhabilov, Dilluvio, and Apolant from acting as 

officers or directors of any issuer that has a class of securities registered pursuant to Section 12 

of the Exchange Act [15 U.S.C. § 781], or that is required to file reports pursuant to Section 

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

H. Order the Relief Defendants to disgorge, with prejudgment interest, all ill-gotten 

gains obtained through the unlawful conduct alleged in the Complaint; 

I. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

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

JURY DEMAND 

The Commission demands a jury for all claims so triable. 

 

DATED this 30th day of September, 2024. 

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      Respectfully submitted, 

s/ Nita K. Klunder________ 
Nita K. Klunder  
Marc Jones* 
Amy Gwiazda* 
 
Attorneys for the Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
Boston Regional Office  
33 Arch Street, 24th Floor 
Boston, MA 02110 
617-573-8822 (Nita Klunder) 

 
 *Not admitted in the U.S. District for the Southern District of New York 
 

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