UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

U.S. SECURITIES AND EXCHANGE 

COMMISSION,

 Plaintiff,

-againstJEFFREY H. HASTINGS, 

BRENT N. WHITELEY, 

BRIAN A. BEATTY, and 

MICHAEL J. SCOTT,

Defendants, and

THOMAS W. O’NEILL and 

LORI E. HASTINGS,

 Relief Defendants.

Civil Action No. 1:20-CV-8423

AMENDED COMPLAINT

ECF CASE

(Jury Trial Demanded)

For its Amended Complaint against Defendants Jeffrey H. Hastings, Brian A. Beatty, 

Brent N. Whiteley, and Michael J. Scott, Plaintiff the United States Securities and Exchange 

Commission (the “SEC”) alleges as follows:

I. SUMMARY

1. This enforcement action arises from an elaborate, four-year-long fraud by 

SAExploration Holdings, Inc. (“SAE” or the “Company”) and four former senior SAE 

executives, Jeffrey H. Hastings (former Chief Executive Officer and Chairman of SAE’s Board 

of Directors), Brent N. Whiteley (former Chief Financial Officer and General Counsel), Brian A. 

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Beatty (former Chief Operations Officer and, prior to that, Chief Executive Officer), and Michael 

J. Scott (former Executive Vice President of Operations). 1 

2. SAE was a publicly traded seismic data acquisition company. SAE’s customers, 

mainly large oil and gas companies, hired SAE to collect (or “shoot”) proprietary seismic survey 

data used to identify and assess potential drilling locations. SAE historically struggled to 

maintain sufficient cash flow – a problem only exacerbated by a decline in oil prices beginning 

in late 2014 and into early 2015. 

3. From as early as February 2015 through August 2019 (the “Relevant Period”), 

SAE and Hastings, Whiteley, Beatty, and Scott (the “SAE Executives”) devised and carried out a 

fraud to improperly recognize approximately $100 million of revenue from transactions with a 

purportedly legitimate and unrelated customer, Alaskan Seismic Ventures, LLC (“ASV”). In 

truth, however, ASV was created by the SAE Executives and controlled by Hastings and 

Whiteley.

4. The SAE Executives created ASV in May 2015 as a seismic data library company 

that was purportedly unrelated to SAE. ASV contracted with SAE to collect seismic data, which 

ASV would then license to ASV’s customers. Secretly setting up ASV as an unrelated entity 

offered many benefits, including (i) allowing SAE to ostensibly recognize ASV revenue once 

SAE “sold” the data to ASV, regardless of whether an actual end-user existed; (ii) enabling ASV 

to seek a higher amount in certain oil and gas exploration tax credits offered by the State of 

 1 The SEC’s original complaint named SAE as a defendant, but the Court entered final judgment 

against SAE on December 17, 2020. ECF No. 44. SAE is therefore not a defendant in this 

amended complaint. The factual allegations in this amended complaint referencing SAE are 

identical to those included in the SEC’s original complaint. The Court also entered judgments 

against Whiteley and Scott on June 29, 2021, but both are properly named as defendants in this

amended complaint because those judgments are not final. ECF Nos. 94-95.

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Alaska (the “Alaska Tax Credits”); and (iii) circumventing the SAE Board of Directors’ and 

investors’ opposition to SAE owning or operating its own seismic data library. 

5. Defendants’ fraud was designed to and had the effect of artificially and materially 

inflating SAE’s reported revenue by making it appear that ASV was a significant source of 

independent revenue. In fact, and as concealed from SAE’s shareholders, debtholders, and the 

investing public, ASV was a related party controlled by Hastings and Whiteley, and it could not

actually pay SAE for all the seismic data. Nevertheless, between the second quarter of 2015 and 

the second quarter of 2016, SAE recognized and reported approximately $141 million in revenue 

from ASV.

6. To carry out their fraud, beginning in October 2015, Defendants misappropriated 

$12 million from SAE, approximately half of which ($5.9 million) they used to make a secret

equity investment in ASV to induce banks and other financial institutions to provide financing to 

ASV. Once it became clear such financing was unlikely to materialize, in late 2015 the 

Defendants caused ASV to use $5.8 million of the funds earlier misappropriated from SAE to

pay down a small fraction of the swelling accounts receivable owed by ASV to SAE – essentially 

“round tripping” the money misappropriated from SAE to ASV and then back to SAE. To 

conceal these fraudulent transactions, the Defendants routed the funds to ASV through a series of 

shell companies created and controlled by Hastings and Whiteley. 

7. The SAE Executives then pocketed for themselves the balance of the 

misappropriated funds not transferred to ASV – approximately $6 million. Whiteley took 

approximately $4 million for himself, Hastings took another approximately $1 million, and 

Beatty and Scott kept portions of the rest.

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8. Separately, prior to and during the entire Relevant Period, Whiteley 

misappropriated from SAE an additional $4 million by submitting (and approving as SAE’s 

CFO) fake invoices, most from a fictitious entity he created, in connection with legal and 

consulting services that were never provided.

9. As a result of the Defendants’ fraud, SAE’s public filings from June 2015 through 

March 2019 contained numerous materially false and misleading statements. For example, by 

recognizing revenue from ASV, SAE overstated its revenue by approximately $100 million, and 

SAE’s financial statements were, therefore, materially false. SAE’s filings during this period 

were also materially false because they disclosed receivable balances from ASV as if they had 

been generated from legitimate, substantive transactions with an unrelated company. 

10. In addition, SAE’s public filings failed to include ASV in its related party 

transaction disclosures, failed to include as executive compensation amounts stolen by the SAE 

Executives, and misrepresented as a legitimate expense the $12 million the Defendants 

misappropriated.

11. SAE made similar misstatements to investors in connection with securities 

offerings it held in 2016, 2017, and 2018.

12. By engaging in the misconduct described herein, the Defendants violated and 

aided and abetted the violation of numerous provisions of the antifraud, record keeping, internal 

controls, and reporting provisions of the federal securities laws, as detailed below.

13. Each defendant will continue to or again violate the federal securities laws and 

rules thereunder, unless restrained or enjoined by this Court.

II. JURISDICTION AND VENUE

14. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t and 77v] and Sections 21 and 27 of 

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the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u and 78aa], and 28 

U.S.C. § 1331. Defendants, directly or indirectly, have made use of the means or instruments of 

transportation or communication in, and the means or instrumentalities of, interstate commerce, 

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

alleged herein.

15. Venue lies in this District pursuant to Section 22(a) and (c) of the Securities Act 

[15 U.S.C. §§ 77v(a) and (c)] and Sections 27(a) and (b) of the Exchange Act [15 U.S.C. § 

78aa(a) and (b)] because certain of the acts, practices, and courses of conduct constituting 

violations alleged herein occurred within the Southern District of New York. Among other 

things, SAE’s common stock traded on the NASDAQ Stock Market, LLC (“NASDAQ”), which 

has its headquarters located in this District, and the materially false and misleading statements

contained in SAE’s public filings and press releases were communicated to persons located in 

this District.

III. SAEXPLORATION HOLDINGS, INC. AND DEFENDANTS

16. SAExploration Holdings, Inc. (“SAE”) is a Delaware corporation headquartered 

in Houston, Texas that provides seismic data acquisition, logistical support, and processing 

services to customers in the oil and gas industry. SAE was founded in 2006, and in 2013 became 

a publicly listed company. At all times relevant to this Complaint, shares of SAE’s common 

stock traded on the NASDAQ under the symbol “SAEX” and were registered under Section 

12(b) of the Exchange Act [15 U.S.C. § 78l(b)]. At all times relevant to the Complaint, SAE was 

required to file with the SEC periodic reports, including annual reports on Form 10-K and 

quarterly reports on Form 10-Q, pursuant to Section 13(a) of the Exchange Act [15 U.S.C. § 

78m(a)] and related rules thereunder. On June 17, 2020, the NASDAQ suspended trading in 

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SAE’s common stock, and the stock began trading on over-the-counter markets. On August 21, 

2020, NASDAQ delisted SAE’s common stock. On August 27, 2020, SAE and various affiliates 

filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, in the U.S. District 

Court for the Southern District of Texas, Case No. 20-34306. On December 17, 2020, the Court 

in this civil action entered a Final Judgment against SAE, to which SAE consented, and thus 

SAE is no longer a party to this case. ECF Nos. 27, 44.

17. Jeffrey H. Hastings, age 65, resides in Anchorage, Alaska, and he has an 

additional residence in Kelowna, British Columbia, Canada. From 2016 to August 2019, 

Hastings was the Chief Executive Officer (“CEO”) and Chairman of SAE’s Board of Directors 

(“Board”). From 2013 to 2016, he was Executive Chairman of the Board. On August 15, 2019, 

SAE’s Board placed Hastings on administrative leave, and he resigned from his role as Director 

and Chairman of the Board. Effective November 30, 2019, Hastings resigned from SAE.

18. Brent N. Whiteley, age 57, resides in Houston, Texas. From 2011 to August 

2019, Whiteley was SAE’s Chief Financial Officer (“CFO”), General Counsel, and Secretary. 

He was licensed to practice law in the State of Texas during the Relevant Period. On August 15, 

2019, SAE’s Board terminated Whiteley’s employment. 

19. Brian A. Beatty, age 60, resides in Ontario, Canada. Beatty founded SAE in 

2006. From 2011 to 2016, Beatty was SAE’s President and CEO and a member of the Board. 

From 2016 to 2019, Beatty was SAE’s Chief Operating Officer (“COO”) and a member of the 

Board. Beatty’s employment was terminated by SAE’s Board in December 2019.

20. Michael J. Scott, age 64, resides in Alberta, Canada. Scott was SAE’s Executive 

Vice President of Operations until 2016, when he became a Senior Vice President. Scott

resigned from SAE on September 14, 2020.

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IV. RELIEF DEFENDANTS

21. Thomas W. O’Neill, age 56, resides in Houston, Texas. At all times relevant to 

this Complaint and until early 2020, O’Neill was married to defendant Brent Whiteley. O’Neill 

was also a limited partner in Forza Investments Management, LLC, an entity controlled by 

Whiteley and described below.

22. Lori E. Hastings, age 64, resides in Anchorage, Alaska, and also has a residence 

in Kelowna, British Columbia, Canada. She is, and was at all times relevant to this Complaint, 

married to defendant Jeffrey Hastings. 

V. RELATED ENTITIES 

23. Alaskan Seismic Ventures, LLC (“ASV”) is an Alaska limited liability 

company with its principal place of business in Wasilla, Alaska. ASV was organized in May 

2015 to operate as a seismic data library company. ASV’s founder, initial owner, and current 

15% owner is a business acquaintance of Hastings.

24. Global Equipment Solutions, LLC (“Global Equipment”) was, during the 

Relevant Period, a Delaware limited liability company, which was created in September 2015. 

During the Relevant Period, Global Equipment was controlled by Whiteley and had no legitimate 

business activities.

25. Forza Investments Management, LLC (“Forza Investments”) was, during the 

Relevant Period, a Texas limited liability company that Whiteley created in September 2015. 

Whiteley recruited a family member to nominally serve as Forza Investments’ manager. During 

the Relevant Period, Forza Investments was controlled by Whiteley and had no legitimate 

business activities. 

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26. Madison River Investments, LLC (“Madison River Investments”) was an 

Alaska limited liability company created in November 2015, and dissolved as of December 

2016. Hastings recruited a close friend to nominally serve as Madison River Investments’ 

manager. During the Relevant Period, Madison River Investments was controlled by Hastings

and had no legitimate business activities.

27. Palmyra Energy Ventures Fund I, LP (“Palmyra Energy”) was, during the 

Relevant Period, a limited partnership with its principal place of business in Houston, Texas. 

Palmyra Energy was organized in September 2015 by Whiteley’s neighbor at Whiteley’s 

direction. 

28. Speculative Seismic Investments, LLC (“SSI”) was, during the Relevant 

Period, a Texas limited liability company created in June 2016 and owned by Hastings, 

Whiteley, and a junior SAE executive. 

VI. FACTUAL ALLEGATIONS

A. The Defendants Created A Purportedly Unaffiliated Data Library Company

29. From its founding in 2006 to mid-2015, SAE’s primary business was to collect 

proprietary seismic survey data for its customers, which were mostly large oil and gas 

companies. SAE’s customers would use the seismic data to identify and analyze potential 

drilling locations. SAE obtained seismic data from around the world, including in Alaska, 

Canada, South America, and Southeast Asia, after entering into a definitive agreement with a 

specific customer to obtain the data. During this time period, SAE was not a data library, 

meaning that SAE did not obtain seismic data “on spec” or sell licenses to end-user customers to 

use that data. 

30. As oil prices dropped in late 2014 and into early 2015, oil exploration and drilling 

slowed, and few of SAE’s customers contracted with SAE for new seismic data acquisition 

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projects, thereby negatively impacting SAE’s business and further straining SAE’s ongoing cashflow issues.

31. Confronted with these challenges, as early as February through April 2015, the 

SAE Executives devised a plan to create a data library. The library would be comprised of 

seismic data collected in various locations in Alaska, and it would either sell or grant nonexclusive licenses to end-user customers. 

32. SAE’s Board, however, had previously opposed the idea of operating a data

library due to the risks involved – namely, the Company’s incurring of up-front exploration costs 

without assuring the sale of the collected data. SAE noteholders also had opposed the datalibrary business model. 

33. To address these objections, Hastings proposed to the other SAE Executives the 

idea of creating a special purpose entity (“SPE”) to purchase seismic data from SAE and operate 

the data library, purportedly as a company unaffiliated with SAE.

34. Creating a purportedly unaffiliated entity to operate the data library offered three 

primary benefits. 

35. First, this structure provided a way for the SAE Executives to circumvent 

opposition from SAE’s board and noteholders to SAE operating as a data library company. 

36. Second, if the data library company appeared to be an unaffiliated third party, 

SAE could potentially recognize the revenue as it “sold” data to the third-party SPE – without 

having to identify and contract with actual end-user customers. 

37. Third, this structure would enable SAE to take maximum advantage of oil and gas 

exploration tax credits offered by the State of Alaska (the “Alaska Tax Credits”). These credits 

could be redeemed for cash from the State of Alaska or used as an offset against a qualifying 

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company’s oil-production tax liability for the year in which that liability was incurred. 

Specifically, the SAE Executives’ plan would enable the third-party SPE to apply for and receive 

the Alaska Tax Credits, and then use the proceeds from the Alaska Tax Credits’ redemption to 

pay SAE for the seismic data, thereby generating actual cash flow for SAE. Moreover, by 

having the SPE be (purportedly) unaffiliated, ASV could apply for a higher amount of the Alaska 

Tax Credits than SAE or a related entity could. Were SAE to operate its own data library, it 

would only be able to submit tax credit claims for its own data exploration costs. As an 

ostensibly independent data library company, the SPE could claim tax credits for the amounts 

paid to SAE, which could include SAE’s data exploration costs plus an amount SAE included as 

a mark-up on the sale. 

38. Based on telephone and e-mail communications between and among the SAE 

Executives between February and April 2015, each of Hastings, Whiteley, Beatty, and Scott

understood that the data library company (SPE) needed to be a stand-alone business if they 

wanted to obtain the maximum allowable amount of Alaska Tax Credits. 

39. The SAE Executives began discussing setting up an SPE as early as February 

2015. A PowerPoint regarding Alaska Tax Credit Opportunities that Hastings e-mailed to the 

other SAE Executives (Whiteley, Beatty, and Scott) on February 20, 2015 discussed: (i) “setting 

up a SPE or using an entity we already have to hire SAE at a market rate for the work” and (ii) 

the need to have SAE’s data acquisition work “take on the façade of a group shoot to keep 

investors from crying wolf.” As Hastings, Whiteley, Beatty, and Scott knew, a “group shoot” 

involved SAE, pursuant to already-executed contracts, acquiring data for multiple customers

through a funded shoot, with the data acquired being owned by or exclusively licensed to the 

group of customers, a practice consistent with SAE’s long-standing business model. Data library 

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work, on the other hand, would involve shooting data “on spec” in the hopes of selling (or in this 

case, having the SPE sell) non-exclusive licenses to end-user customers. 

40. In April 2015, Hastings recruited a business acquaintance, a former Director of 

the State of Alaska Oil and Gas Division, to establish a seismic data library company (the “ASV 

Owner”). Hastings’ business acquaintance formed ASV as an Alaska limited liability company 

in May 2015. None of the SAE Executives were identified on ASV’s organization documents. 

The ASV Owner was ASV’s sole employee and operated it out of a bedroom in his personal 

residence. 

41. On July 1, 2015, SAE entered into a Master Services Agreement (“MSA”) with 

ASV, whereby SAE contracted to collect seismic data for ASV. The ASV Owner signed the 

MSA for ASV, and Scott signed on behalf of SAE. Soon thereafter, SAE and ASV executed five 

work orders pursuant to the MSA for five data exploration locations in Alaska. Scott signed the 

first two work orders on behalf of SAE. 

42. Although ASV was structured as a purportedly independent third party, Hastings 

and Whiteley effectively controlled ASV, as Beatty and Scott knew or were reckless in not 

knowing. Whiteley provided administrative and operational support to the ASV Owner, 

including, for example, providing him with contract templates and identifying potential financing 

opportunities for ASV. In addition, Hastings, Whiteley, and Scott located customers to license 

data from ASV – including customers who previously had purchased data directly from SAE. 

Indeed, SAE employees even negotiated directly with SAE customers on behalf of ASV.

B. The SAE Executives Misappropriated from SAE $12 Million and Covertly 

Invested Approximately Half In ASV

43. Beginning in June 2015, SAE began recognizing as revenue amounts owed to it 

by ASV. From the time of ASV’s creation in May 2015, the SAE Executives understood that 

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ASV did not have sufficient funds to pay SAE pursuant to the MSA and that to pay SAE, ASV 

would need to generate cash from various sources, including finding third parties to license the 

data collected, monetizing ASV’s Alaska Tax Credits, or by otherwise finding sources of equity 

for ASV. But, as of the fall of 2015 (and throughout the Relevant Period), ASV had only limited 

sales to licensees – and nothing close to what SAE recognized as revenue from its sales to ASV. 

Because ASV lacked funds to pay SAE amounts due under the MSA, SAE’s accounts receivable

balance from ASV began to increase substantially over time. For example, by the end of 2015, 

SAE had recorded $83 million in revenue from ASV – $50 million of which remained 

outstanding as an account receivable.

44. By the fall of 2015, the Defendants’ prospects of finding independent sources of 

capital for ASV had decreased significantly. For one, with SAE’s significant assistance, ASV 

had obtained licensing subscriptions for only $32 million prior to the end of July 2015, of which 

$26 million was ultimately paid. The situation had not improved appreciably by the end of the 

third quarter or in the beginning of the fourth quarter of 2015.

45. In addition, the Defendants’ plan to help ASV monetize the Alaska Tax Credits so 

ASV could pay SAE’s invoices was imperiled by the Governor of Alaska’s decision, announced

on June 30, 2015, to enact a line-item veto that would significantly reduce the pool of money 

available to pay out Alaska Tax Credit claims. As early as May 2015, the SAE Executives were 

pursuing financing for ASV via loans from banks and other financial institutions, using the 

anticipated tax credits as support for repayment. The line-item veto and the fiscal uncertainty it 

created would make banks less likely to lend money to ASV and threatened to “kill [the SAE 

Executives’] strategy,” as Hastings acknowledged in a July 1, 2015 e-mail to Whiteley, Beatty, 

and Scott.

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46. In addition, Hastings, Whiteley, Beatty, and Scott knew that, in order for ASV to 

qualify for the albeit uncertain tax credits, ASV had to certify that all outstanding bills (including 

amounts owed to SAE) had in fact been paid. 

47. Consequently, to ensure that ASV would have capital to pay SAE’s invoices, the 

SAE Executives devised a secret plan to divert $12 million from SAE and use a portion of those

funds to make an indirect equity investment in ASV, which ASV could use to pay SAE, which 

would, in turn, reduce the accounts receivable balance due from ASV. Hastings, Whiteley, 

Beatty, and Scott developed, and communicated about implementing, this plan on conference 

calls, over e-mail, and occasionally at in-person meetings. 

48. Hastings, Whiteley, Beatty, and Scott knew that an overt investment by SAE in 

ASV would derail their plan. At a minimum, it would render ASV an SAE affiliate, requiring

consolidation of ASV into SAE’s financial statements and precluding the recognition of revenue 

from SAE’s transactions with ASV. It would also reduce the amount of Alaska Tax Credits that 

ASV would receive. 

49. By no later than October 2015, the SAE Executives were aware of and actively 

participating in the illegal plan to make a covert equity investment in ASV, including by devising 

a plan to route funds from SAE, through various shell companies created and controlled by 

Whiteley and Hastings, to ASV. For example, on October 7, 2015, Whiteley e-mailed Hastings, 

Beatty, and Scott in advance of a conference call and attached an ASV “Organizational 

Structure” slide, which showed the flow of funds from a “Seismic Contractor” (which the SAE 

Executives knew at the time to be SAE) to ASV via various entities, including through 

“[e]quipment rental payments” from SAE to a company called Global Equipment. 

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50. Global Equipment was a sham company created by the SAE Executives in 

September 2015. In 2015 and 2016, Scott created fake and back-dated purchase orders and 

supporting documentation purporting to provide for SAE’s rental of equipment from Global 

Equipment for seismic-data surveys SAE had been conducting. In addition, Whiteley created a 

website for the sham company Global Equipment. Beatty knew that Whiteley created the 

website. Whiteley also directed the drafting of a fake lease agreement between SAE and Global 

Equipment and of fake invoices from Global Equipment to SAE. 

51. But Global Equipment did not actually own any such survey equipment, and the 

non-existent rentals were fabricated in order to provide a cover story for the misappropriation 

and routing of SAE money to ASV. For example, in a September 16, 2015 e-mail, Scott 

informed Whiteley that he had “[done] up daily rental sheets for GES [(Global Equipment)] and 

[would] do up a PO to match” and instructed Whiteley to include specific rates, equipment, and 

other terms in the rental agreement Whiteley was drafting.

52. By early 2016, SAE had booked $12 million in purportedly legitimate business 

expenses to Global Equipment. 

53. Between October 2015 and December 2016, the SAE Executives all agreed, and 

Hastings and Whiteley caused, SAE to transfer approximately $12 million to Global Equipment, 

as follows:

a. October 16, 2015: approximately $6 million

b. November 24, 2015: approximately $750,000

c. September 14, 2016: approximately $2.4 million

d. October 28, 2016: approximately $700,000

e. December 6, 2016: approximately $2.13 million

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54. Although SAE had booked all $12 million in fictitious payables to Global 

Equipment by early 2016, SAE did not have sufficient cash on hand in early 2016 to pay, among 

other obligations, the sums ostensibly due to Global Equipment. Consequently, to increase 

liquidity, SAE conducted a securities offering in June 2016, wherein SAE offered to exchange 

senior secured notes issued in June 2015 for new senior secured second lien notes and newly 

issued SAE common stock, in a 50/50 ratio of debt and equity (the “2016 Exchange Offering”). 

Nearly all of the holders of the June 2015 notes participated in the exchange, which closed in 

July 2016. 

C. The SAE Executives “Round Tripped” Nearly $6 Million Through ASV and 

Back To SAE To Create the False Impression ASV Was Paying SAE

55. After misappropriating the $12 million from SAE using Global Equipment, the 

SAE Executives sent approximately half through ASV and back to SAE to create the false 

impression that ASV was paying SAE for seismic data. 

56. In October and November 2015, Whiteley caused $6.3 million to be transferred 

from Global Equipment to two additional shell companies he and Hastings controlled. First, on 

or about October 26, 2015, Whiteley caused $3 million to be sent from Global Equipment to 

Forza Investments, an entity he controlled and created. Second, in November 2015, Whiteley 

caused an additional $3.3 million to be sent from Global Equipment to Madison River

Investments, an entity Hastings controlled and created. 

57. Next, approximately $6.1 million was transferred from Forza Investments and 

Madison River Investments – via a $2.8 million transfer in November 2015 and a $3.28 million 

transfer in December 2015, respectively – to a third entity called Palmyra Energy. Whiteley

directed his neighbor to form Palmyra Energy in or around September 2015, to invest in ASV. 

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To date, Palmyra Energy has received funds from no sources other than Forza Investments and 

Madison River Investments. 

58. On or around December 4, 2015, Palmyra Energy used $5.9 million of the $6.1 

million from Forza Investments and Madison River Investments to invest in ASV. As a result, 

Palmyra Energy – and in turn Whiteley and Hastings, who controlled Palmyra Energy – obtained 

an 85% ownership stake in ASV. 

59. Later that same day, the SAE Executives completed the round tripping by causing

$5.8 million to be sent back to SAE, purportedly as payment for the seismic data ASV had 

purchased from SAE.

60. On December 2, 2015 – just days before the round tripping of $5.8 million was 

completed – Hastings e-mailed Whiteley about the “ASV Structure” and attached a chart that 

Hastings said “may help in [Whiteley’s] discussions with the bank.” The attachment was an

updated version of the ASV organizational chart Whiteley had sent to Hastings, Beatty, and Scott 

on October 7, 2015. The updated chart, among other things, showed the flow of “[e]quipment 

rental payments” from an unnamed “Seismic Contractor” (which they knew to be SAE) to 

Global Equipment; identified Madison River Investments and Forza Investments as “50% 

owner[s]” of Global Equipment and “Limited Partner[s]” in Palmyra Energy; and showed the 

flow of “Investment Capital” from Palmyra Energy to ASV. 

61. Accordingly, as early as October and no later than December 2015, Hastings, 

Whiteley, Beatty, and Scott knew that they had caused $12 million to be misappropriated and 

sent from SAE to Global Equipment via sham transactions, with a portion ultimately going to 

ASV, which sent almost all of that money back to SAE to pay outstanding invoices. Indeed,

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each of the SAE Executives used the term “round trip” when discussing this flow of funds that 

resulted in the payment of invoices from ASV to SAE. 

62. In the fall of 2015, at the time the SAE Executives agreed to divert SAE funds 

through Global Equipment to ASV, Beatty claimed that he did not fully understand, and asked 

questions about, the import of the term “round trip” and exactly what the use of Global 

Equipment would accomplish. To better illustrate the intended flow of funds for Beatty, 

Hastings and Whiteley created a diagram on a whiteboard for him, in person. As a result of 

seeing the diagram, and following the conversation with Hastings and Whiteley, Beatty knew or 

was reckless in not knowing the nature of the transactions, the meaning of the term “round trip,”

and the purpose of Global Equipment. 

63. Hastings and Whiteley coordinated each of the transfers from Global Equipment 

to ASV through the shell companies they created and controlled.

64. Because the SAE Executives’ deceptive and fraudulent conduct was carried out 

within the scope of their employment, their misconduct and scienter are imputed to SAE.

65. The below diagram demonstrates the flow of misappropriated funds from SAE to 

ASV, specifically:

a. the misappropriation of $12 million via transfers to Global Equipment; 

b. the routing of $5.9 million, through shell companies, to ASV; and 

c. the round tripping of $5.8 million back to SAE in December 2015.

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Round Tripping of Nearly $6 Million in Misappropriated SAE Funds

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D. The SAE Executives Simply Pocketed the Remaining Approximately $6 

Million of Funds Misappropriated From SAE

66. After completing the round tripping of $5.8 million to and from SAE, the SAE 

Executives simply lined their own pockets with the remainder of the misappropriated funds –

approximately $6 million – they had diverted to Global Equipment. During the Relevant Period, 

the SAE Executives had discussions with and among each other, by phone and in person, about 

paying themselves from the portion of the misappropriated funds not indirectly funneled back to 

SAE. For instance, Whiteley and Beatty had a one-on-one conversation in Houston during 

which they discussed keeping the money for themselves. In addition, during multiple

conversations with Whiteley, Beatty told Whiteley of his need for the additional cash in order to, 

among other things, pay for the construction of a new home in Ottawa. 

67. The SAE Executives accomplished this through (i) direct transfers from Global 

Equipment and Forza Investments, and (ii) a series of transfers through SSI, yet another shell 

company controlled by Hastings and Whiteley. 

68. First, during the period between October 2015 and November 2017, Whiteley 

transferred $4.34 million from Global Equipment to himself. Of that $4.34 million, Whiteley 

and Hastings agreed to and did transfer $532,620 to Hastings in December 2016, and Whiteley 

retained the balance. In addition, on or about December 7, 2015 – three days after the $5.8 

million in misappropriated SAE funds were “round tripped” back to SAE – Whiteley transferred 

$140,000 from Forza Investments to himself. 

69. Second, on or about October 5, 2016, Whiteley directed the wiring of 

approximately $1.376 million from Global Equipment to a TD Ameritrade brokerage account 

jointly owned by Hastings and his wife, Relief Defendant Lori Hastings. These funds were 

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intended to reimburse Hastings for his June 2016 purchase of a 2015 SAE senior secured note

(the “2015 Note”) for $1.1 million. 

70. Hastings purchased the 2015 Note in advance of SAE’s 2016 Exchange Offering

and ultimately deposited it into a Jeffries brokerage account owned by SSI (the “SSI Account”). 

Pursuant to Hastings’ participation in the 2016 Exchange Offering, he exchanged the 2015 Note

for a $1.3 million SAE note dated July 27, 2016 (the “2016 Note”) and 109,156 shares of SAE’s 

common stock. 

71. On or about November 8, 2016, Hastings sold the 2016 Note for just over $1 

million and deposited the proceeds and the SAE shares into the SSI Account. Soon thereafter, 

the SAE Executives agreed to distribute the note proceeds and SAE shares to themselves. 

72. Pursuant to that agreement, Hastings and Whiteley caused the proceeds held in

the SSI Account to be distributed to each of the SAE Executives on December 19, 2016, and 

later on April 4, 2017, after the December 22, 2016 sale of 33,812 additional SAE shares 

obtained via the 2016 Exchange Offering. Hastings and Whiteley each received a total of 

$313,082, and Beatty and Scott each received a total of $219,940.

73. Hastings’ share of the misappropriated funds was sent to the TD Ameritrade 

brokerage account that he jointly owned with his wife, Relief Defendant Lori Hastings. In 

addition, the $532,620 in misappropriated SAE funds that Whiteley transferred to Hastings in 

December 2016 went to two accounts jointly owned by Jeffrey and Lori Hastings, including the 

same TD Ameritrade brokerage account. As such, Relief Defendant Lori Hastings has no 

legitimate claim to those proceeds, which derived from the Defendants’ fraud. 

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74. In addition, on July 28, 2017, the vast majority of the remaining unsold SAE 

shares were transferred from the SSI brokerage account – 40,156 shares to Whiteley, and 14,000 

each to Beatty and Scott. Hastings kept 27,000 shares for himself.

75. The below diagram demonstrates the SAE Executives’ pocketing of the 

remaining, approximately $6 million in SAE funds, specifically:

a. the direct transfers from Global Equipment and Forza Investments to 

Whiteley and ultimately Hastings; and 

b. the October 2016 transfer of $1.376 million to Hastings to reimburse SSI’s 

purchase and conversion of SAE notes, the proceeds of which (along with the SAE 

shares) were subsequently distributed to the SAE Executives from the SSI Account.

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SAE Executives’ Theft of the Remaining Approximately $6 Million

E. Whiteley Separately Misappropriated $4 Million From SAE

76. Separate from the illegal conduct detailed above, Whiteley secretly 

misappropriated from SAE an additional $4 million between November 2011 and July 2019. 

77. To accomplish this misappropriation, Whiteley created, and submitted to SAE for 

payment, fake invoices for supposed legal and consulting services provided by fictitious entities, 

including R.V.I. America Group (“RVI”). He also directed payments owed to legitimate vendors 

to himself. 

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78. Whiteley took advantage of weaknesses and deficiencies in SAE’s system of

internal accounting controls and personally approved the RVI invoices and corresponding 

payments, in his capacity as SAE’s CFO and General Counsel. 

79. The bank account listed for payment on these invoices was an account controlled 

by Whiteley and in the name of his then-husband, Relief Defendant Thomas O’Neill. SAE funds 

were fraudulently diverted to that bank account as a result of Whiteley’s misappropriation. 

Because Relief Defendant O’Neill does not have a legitimate claim to those misappropriated

funds, they constitute ill-gotten gains derived from Whiteley’s securities law violations, as 

alleged in this Complaint. 

80. Based on Whiteley’s tolling agreements, discussed further below, approximately 

$2.8 million of the $4 million misappropriated by Whiteley falls within the applicable limitations 

period for Whiteley, beginning with the fraudulent misappropriation of $55,000, paid from SAE

to RVI on December 18, 2014. Approximately $2.4 million of the same $4 million falls within 

the applicable limitations period for O’Neill. 

81. O’Neill also received proceeds related to Defendants’ ASV fraud detailed above. 

Specifically, the illicit payments to Whiteley from Global Equipment, Forza Investments, and 

SSI all went to bank accounts jointly owned and controlled by Whiteley and O’Neill. 

Accordingly, O’Neill likewise does not have any legitimate claim to those amounts.

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F. To Conceal and Further Their Fraud, SAE, Hastings, Whiteley, and Beatty 

Made Materially False and Misleading Statements In SAE’s Public Filings 

and In Connection With SAE Securities Offerings

(i) SAE’s Public Filings Contained Materially False and Misleading 

Statements

82. As a result of Defendants’ illegal conduct, SAE’s public filings for the period 

June 30, 2015 through March 31, 2019 contained numerous materially false and misleading 

statements. 

83. Accordingly, SAE – and Hastings, Whiteley, and Beatty, who signed SAE’s 

filings during that period – made materially false and misleading statements. As CEO, Beatty,

and later (after the first quarter of 2016) Hastings, reviewed and signed SAE’s materially false 

annual and quarterly reports on Forms 10-K and 10-Q, respectively. Whiteley, as CFO, also 

reviewed and signed all of those filings, as well as SAE’s current reports on Form 8-K, from the 

second quarter of 2015 through the first quarter of 2019. 

84. SAE’s financial statements were materially false because, contrary to Generally 

Accepted Accounting Principles (“GAAP”), SAE recognized revenue and disclosed accounts 

receivable balances from ASV as if the revenue and receivables were generated from legitimate, 

substantive transactions with an unaffiliated company, which Hastings, Whiteley, and Beatty 

knew was not true.

85. From the second quarter of 2015 through the second quarter of 2016, SAE 

recognized $141 million in revenue from ASV. Of that amount, only $40 million was generated 

from legitimate end-user licensees. As a result, SAE materially overstated its revenue by 

approximately $100 million from the second quarter of 2015 through the second quarter of 2016 

– which constituted approximately 36% of SAE’s revenue reported in its financial statements for 

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the period. Accordingly, SAE’s Forms 10-Q for that period and its Forms 10-K for 2015 and 

2016 were materially false.

86. Likewise, SAE’s subsequent Forms 10-K and 10-Q, from the third quarter of 

2016 through the first quarter of 2019, were also materially false because they either 

incorporated the artificially-inflated revenue from 2015 and/or 2016 or materially overstated 

accounts receivable owed by ASV. For example, SAE’s 2017 Form 10-K, signed by Hastings 

and Whiteley and filed on March 15, 2018, stated: “our largest accounts receivable from one 

customer was $78.1 million, representing 93% of total consolidated accounts receivable.” That 

statement was materially false, as ASV was not a legitimate, third-party customer, and therefore 

the revenue recognized from transactions with ASV was overstated and the associated 

receivables should not have been booked.

87. In addition, SAE’s Forms 8-K incorporating and attaching SAE’s quarterly and 

annual earnings releases for the period June 2015 through March 2019 – all 16 of which 

Whiteley signed – were also materially false. Specifically, the Forms 8-K and corresponding 

earnings releases for the period Q2 2015 through the end of 2017 included SAE’s reported 

revenue for 2015 and/or 2016 that had been materially overstated due to the improper recording 

of revenue from SAE’s contracts with ASV. And, the Forms 8-K and corresponding earnings 

releases for the period Q1 2018 through Q1 2019 included sums due from ASV and, therefore,

materially overstated SAE’s accounts receivable.

88. A reasonable investor would have considered important in making his or her 

investment decision that: (i) SAE’s revenue and accounts receivable were significantly 

overstated due to the improper recording of related-party transactions; and (ii) SAE’s CEO, 

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CFO, and COO, with the substantial assistance of its Executive VP of Operations, had caused 

SAE to overstate its revenue and receivables and file false public filings with the SEC.

89. SAE’s public filings during the same period, in particular SAE’s Forms 10-K and 

10-Q, contained the following, additional material misstatements and omissions made by SAE, 

Hastings, Whiteley, and Beatty:

a. They materially mischaracterized ASV as a legitimate third-party

customer, responsible for large percentages of SAE’s revenue. For example, SAE’s 2016 

Form 10-K, signed by Hastings and Beatty, identified ASV as a customer accounting for 

more than 10% in consolidated revenue that year but did not disclose that the revenue 

was improperly recognized.

b. They falsely stated that SAE did not own or maintain a multi-client data 

library, even though Defendants knew ASV, which SAE effectively owned and 

controlled, was a multi-client data library. For example, SAE’s 2016 Form 10-K falsely 

stated that SAE “does not acquire data for its own account or for future sale or maintain 

multi-client data libraries.” 

c. They contained materially misleading related party information by failing 

to disclose or include ASV as a related party. For example, SAE’s 2016 Form 10-K

disclosed certain related parties owned and controlled by Hastings but did not identify 

ASV as a related party created by the SAE Executives and controlled by Hastings or 

Whiteley.

d. They contained materially misleading executive-compensation 

information by failing to include amounts misappropriated by the SAE Executives. For 

example, SAE’s 2016 Form 10-K incorporated by reference SAE’s 2017 Proxy 

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Statement, which provided 2016 compensation information for the SAE Executives but

failed to disclose the amounts each obtained from SAE through the fraudulent use of 

Global Equipment. SAE’s 2016 Form 10-K likewise failed to include the $342,115 

separately misappropriated by Whiteley through the fraudulent payments to RVI in the 

executive compensation information for 2016.

e. They contained materially misleading information regarding SAE’s 

transactions with Global Equipment by, for example, failing to disclose that Global 

Equipment was a sham rental equipment company created and controlled by the SAE 

Executives. For example, SAE’s 2015 Form 10-K, signed by Beatty and Whiteley, did 

not identify Global Equipment as a related party or disclose the approximately $6.8 

million paid from SAE to Global Equipment that year.

f. They contained materially misleading information regarding SSI. For 

example, SAE’s Form 10-K for 2016 disclosed that SSI was a related party and was a 

lender under an SAE loan facility, but misled investors by not disclosing that SSI was a 

vehicle through which the SAE Executives routed misappropriated SAE funds to pay 

themselves. Additionally, although these filings disclosed SSI as a related party owned 

and controlled by Hastings, they failed to disclose that Whiteley and a junior SAE 

executive also had ownership interests in SSI.

g. Lastly, and significantly, SAE’s financial statements improperly included

funds misappropriated by the SAE Executives as supposedly legitimate business 

expenses. For example, amounts stolen by Whiteley and paid to RVI and other fictitious 

entities were booked as legal or consulting expenses in SAE’s financial statements 

throughout the Relevant Period.

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90. A reasonable investor would have considered important in making his or her 

investment decision all of the misstatements contained in SAE’s public filings as a result of 

Defendants’ misconduct. 

91. In addition, although Scott did not sign any of the materially false and misleading 

filings detailed above, he knew or was reckless in not knowing that Defendants’ illegal conduct –

including, among other facts, that ASV was not a legitimate customer, that SAE funds had been 

round-tripped back to SAE through ASV, and that the Global Equipment transactions were a 

sham – rendered SAE’s public filings materially false and misleading. Scott knowingly or 

recklessly provided substantial assistance to SAE’s filing of materially false and misleading 

periodic reports by creating fake Global Equipment purchase orders and other documents.

(ii) Hastings, Whiteley, and Beatty Signed False SOX Certifications

92. Likewise, because Hastings, Whiteley, and Beatty knew that the Forms 10-K and 

10-Q that each had signed contained the material misstatements and omissions detailed above, 

their corresponding filing certifications were also materially false and misleading. 

93. During the Relevant Period, Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14], 

required SAE’s CEO and CFO, at the time of filing of a report (including reports on Forms 10-K 

and 10-Q), to sign a certification, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

(“SOX Certification”) stating, among other things, that the report did not contain any untrue 

statement of material fact or omit to state a material fact necessary to make the statements made, 

in light of the circumstances under which such statements were made, not misleading with 

respect to the period covered by the report. 

94. In addition, the SOX Certifications required SAE’s CEO and CFO, at the time the 

relevant periodic report was filed, to affirm, among other things that: (i) they were responsible 

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for establishing and maintaining internal controls over financial reporting; (ii) they designed and 

evaluated the effectiveness of SAE’s internal controls over financial reporting; and (iii) they 

disclosed to SAE’s auditors and Board “[a]ll significant deficiencies and material weaknesses in 

[SAE’s] designing or operation of internal control over financial reporting” and “[a]ny fraud, 

whether or not material” involving SAE management. 

95. During the Relevant Period, Hastings, Whiteley, and Beatty each signed 

materially false SOX Certifications. Each SOX Certification was materially false because, as 

they knew or were reckless in not knowing at the time they signed the certification, SAE’s filings 

contained numerous, material misstatements, as described above. 

96. These SOX Certifications were also materially false because Hastings, Whiteley, 

and Beatty had failed to disclose their fraud to SAE’s auditors or Board, in contravention of their 

certifications. Likewise, these certifications were materially false because each had failed to 

disclose to SAE’s auditors or Board the significant deficiencies and material weaknesses in 

SAE’s internal controls, which they exploited in carrying out and concealing the fraudulent 

scheme. 

97. Accordingly, each of the SOX Certifications signed by Hastings, Whiteley, and 

Beatty were materially false, as follows:

a. As SAE’s CEO, Hastings signed 12 materially false SOX Certifications 

for SAE’s Forms 10-K for 2016 through 2018 and SAE’s Forms 10-Q for the period Q2

2016 through Q1 2019.

b. As SAE’s CFO, Whiteley signed 17 materially false SOX Certifications 

for SAE’s Forms 10-K for 2015 through 2018 (and an amended Form 10-K/A for 2015)

and SAE’s Forms 10-Q for the period Q2 2015 through Q1 2019. 

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c. As SAE’s CEO, Beatty signed 5 materially false SOX Certifications for 

SAE’s 2015 Form 10-K and amended Form 10-K/A and SAE’s Forms 10-Q for the 

period Q2 2015 through Q1 2016.

(iii) SAE’s Securities Offering Materials Also Contained Material 

Misstatements and Omissions

98. In addition to SAE’s misstated revenue and the other materially false and 

misleading statements made in SAE’s public filings, SAE made materially false and misleading 

representations (and was substantially assisted by Hastings, Whiteley, Beatty, and Scott) in 

offering materials and/or purchase agreements in connection with the following SAE securities 

offerings:

a. the 2016 Exchange Offering; 

b. a December 2017 exchange offering, pursuant to which SAE offered to 

exchange its outstanding July 2016 senior secured second lien notes and June 2015 senior 

secured notes for a combination of newly issued SAE common stock, convertible 

preferred stock, and warrants to purchase SAE common stock (the “2017 Exchange 

Offering”); and 

c. a September 2018 offering, pursuant to which SAE issued $60 million of 

6% senior secured convertible notes due in 2023 (the “2018 Debt Offering”).

99. Because SAE’s offering memorandum for the 2016 Exchange Offer incorporated 

SAE’s financial statements, and its Form 10-K for 2015 and Form 10-Q for the first quarter of 

2016, it included all of the misstatements discussed above.

100. Similarly, SAE’s offering memorandum for the 2017 Exchange Offer contained 

the same material misrepresentations, though it incorporated by reference additional, materially 

false financial statements and SAE’s materially false 2016 Form 10-K.

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101. Lastly, the purchase agreement for the 2018 Debt Offering was materially false

because it stated that all reports required to be filed with the SEC, by SAE, contained no untrue 

statements of material fact, nor omitted to state a material fact required to make the statements 

not misleading. 

G. The Above Materially False and Misleading Statements Were Made In 

Connection With the Purchase and Sale of Securities and In the Offer or Sale 

of Securities, and SAE Obtained Money or Property By Means of Those 

False and Misleading Statements

102. The materially false and misleading statements alleged in this Complaint occurred 

in connection with the purchase and sale, and in the offer and sale, of securities. 

103. For the duration of Defendants’ fraud, including the making of the materially 

false and misleading statements alleged in this Complaint, SAE’s common stock was actively 

traded on the NASDAQ. SAE, Hastings, Whiteley, and Beatty made these materially false and 

misleading statements in public filings with the SEC. 

104. In addition, SAE conducted multiple offerings of SAE securities during the 

Relevant Period, including the 2016 Exchange Offering, 2017 Exchange Offering, and 2018 

Debt Offering. These offers and sales took place at a time when SAE’s periodic reports, 

including its Forms 10-K, 10-Q, and 8-K contained materially false and misleading statements.

105. Moreover, as described above, SAE’s offering materials prepared in connection 

with the 2016 and 2017 Exchange Offerings also contained materially false and misleading 

statements. 

106. In addition, SAE obtained money or property by means, and as a result, of the

materially false and misleading statements contained in its public filings and securities offering

materials. 

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107. During the Relevant Period, SAE issued millions of shares of its common stock, 

which were artificially inflated as a result of Defendants’ fraudulent misstatements and 

omissions. SAE issued those artificially-inflated shares via its securities offerings, in exchange 

for debt, as share-based compensation, and as payment for services.

108. For example, as a result of the 2016 Exchange Offering, SAE issued 6.4 million 

shares of its common stock, valued by the Company at $65 million. At the time, SAE’s stock 

price was artificially inflated as a result of SAE’s materially false financial statements and public

filings, both of which were incorporated into the relevant exchange offering memorandum. 

Therefore, as a result of the 2016 Exchange Offering, SAE obtained money or property by means 

of its materially false financial statements and public filings.

109. Similarly, via the 2017 Exchange Offering, SAE issued 812,321 common shares, 

all of which were artificially inflated by, and as a result of, Defendants’ fraudulent misstatements 

and omissions. Therefore, SAE obtained money or property by means of its materially false and 

misleading financial statements and public filings.

110. Hastings, Whiteley, and Beatty, by signing and causing SAE to file public filings 

that each knew, or was reckless in not knowing, contained materially false and misleading 

statements, substantially assisted SAE in obtaining money or property via SAE’s securities 

offerings and share issuances during the Relevant Period. In addition, Scott, although he did not 

sign SAE’s public filings, knew or was reckless in not knowing that Defendants’ fraud and its 

impact on SAE’s revenue and books were not being disclosed to investors, in connection with 

SAE securities offerings. Scott provided substantial assistance to SAE in obtaining money or 

property via materially false public filings and SAE securities offerings by, among other things, 

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creating fake Global Equipment purchase orders and other documents used to conceal and 

further Defendants’ fraud.

H. To Conceal Their Misconduct, Hastings, Whiteley, and Beatty Also Lied to 

SAE’s Auditors

111. Hastings, Whiteley, and Beatty lied to SAE’s auditors in connection with audits 

and reviews of SAE during the Relevant Period. 

112. Specifically, Whiteley, Hastings, and Beatty signed management representation 

letters to SAE’s auditors that each knew contained material misstatements. 

113. For example, Beatty and Whiteley signed a March 15, 2016 management 

representation letter in which they made the following material misstatements:

a. that SAE’s financial statements conformed with GAAP, even though 

Beatty and Whiteley knew, or were reckless in not knowing, SAE’s financial 

statements contained numerous misstatements inconsistent with GAAP; 

b. that they had no knowledge of any fraud affecting SAE and involving 

management, despite their knowledge of and participation in a massive fraud 

involving millions of dollars in misappropriated funds; and

c. that they had made available to SAE’s auditors “the names of all 

relationships and transactions with related parties” deliberately refusing to disclose to

SAE’s auditors the identity of, and SAE’s transactions with, ASV and Global 

Equipment, which each knew were related parties; and

d. that as of December 31, 2015, accounts receivable were due to SAE from 

a purportedly legitimate “customer” (ASV) that each knew, or was reckless in not 

knowing, was in truth a related party that SAE controlled.

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114. The other 15 management representation letters, all of which Whiteley signed and 

11 of which Hastings signed, contained the same or substantially similar material 

misrepresentations.

I. Hastings, Whiteley, Beatty, and Scott Took Additional Steps to Conceal 

Their Misconduct

115. Hastings, Whiteley, Beatty, and Scott also took steps to conceal their misconduct 

from SAE’s outside counsel, which was conducting an internal investigation, and from the SEC, 

which as of the fall of 2017 was investigating SAE’s recognition of revenue from and booking of 

receivables owed by ASV. 

116. On November 1, 2017, the SEC, as part of its investigation, sent SAE a request 

for documents. During the process of SAE collecting potentially responsive documents and 

producing them to the SEC, Beatty, Hastings, and Whiteley had at least two in-person meetings 

and phone conversations about the Company’s planned response to the document request. 

During one of these conversations with Hastings, and Whiteley, Beatty discouraged Hastings and

Whiteley from producing any documents related to Global Equipment. In another conversation

among Whiteley, Hastings, and Beatty, Beatty and Hastings expressed concerns about the SEC 

inquiry and conveyed that they wanted SAE’s response to steer clear of ASV and Global 

Equipment in order to conceal the true ownership of both entities. SAE did not produce 

documents related to Global Equipment in its initial response to the SEC’s November 1, 2017 

document request.

117. The SEC’s investigation eventually prompted SAE to conduct its own internal 

investigation, and the Company hired outside counsel to do so. In early August 2019, each of the 

SAE Executives was due, in a matter of days, to be interviewed by SAE’s outside counsel in 

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connection with the Company’s internal investigation, which was focused, among other topics, 

on ASV and Global Equipment. 

118. In advance of those interviews, Hastings requested, and Whiteley, Beatty, and 

Scott agreed, to meet at a hotel in Toronto to discuss and coordinate their answers for the 

upcoming interviews by the Company’s outside counsel. 

119. Hastings, Whiteley, Beatty, and Scott met at or around 9 a.m. on Tuesday, August 

6, 2019, in the breakfast area of, and then in Hastings’ room at, the Sheraton Gateway Hotel 

adjacent to the Toronto airport. 

120. During this meeting, Hastings, Whiteley, Beatty, and Scott reviewed a binder of 

key documents prepared by SAE’s outside counsel and provided in advance of their scheduled 

interviews. They discussed how they could explain SAE’s relationships with ASV and Global 

Equipment. 

121. Hastings proposed, and Whiteley, Beatty, and Scott each agreed to, a cover 

story—to be told during their upcoming interviews—that the $12 million SAE had transferred to 

Global Equipment was for legitimate business purposes. Specifically, Hastings suggested that, 

as a result of a purported August 5, 2011 assignment agreement between SAE and another 

company Hastings owned, he had contractual rights to rent certain equipment owned by SAE 

back to SAE (i.e., the equipment that was supposedly rented by Global Equipment to SAE) and 

was entitled to a 5% transfer fee worth $12 million. This explanation was not true, as Hastings, 

Whiteley, Beatty, and Scott knew, or were reckless in not knowing. For one, no such agreement 

was ever disclosed in SAE’s public filings. In addition, upon information and belief, there are no 

contemporaneous records, including electronic copies of the agreement (or drafts thereof) to 

show the existence of any assignment agreement between SAE and the other company. 

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122. After Hastings proposed the cover story involving his contractual rights to a 5% 

transfer fee, Beatty referred to SAE’s relationship with and use of Global Equipment as

“criminal” and asked the other SAE Executives whether their agreed-upon cover story would get 

the four of them out of trouble.

J. SAE’s Board Learned Of Defendants’ Fraud and Restated the Company’s 

Financial Statements

123. On August 16, 2019, SAE filed with the SEC a current report on Form 8-K 

disclosing, for the first time, that SAE had a controlling financial interest in ASV and it should 

have been treated for accounting purposes as a variable interest entity of SAE, which 

necessitated SAE’s consolidation of ASV’s financial statements for the quarterly and annual 

periods from June 30, 2015 through March 31, 2019. In addition, that current report announced 

the SAE Board’s determination that SAE’s financial statements contained errors and required 

restatement and should no longer be relied upon. The current report also disclosed that the SEC 

had been conducting an investigation of SAE “relating to revenue recognition, accounts 

receivable, tax credits, and other related matters.”

124. The same current report also announced the Board’s decision to terminate 

Whiteley’s employment and place Hastings on administrative leave. Later, Hastings resigned, 

and in December 2019, SAE’s Board terminated Beatty’s employment. Scott resigned from the 

Company on September 14, 2020.

125. Following the filing of its current report with the SEC, SAE’s trading volume 

spiked and its stock price dropped by approximately 32% – from a closing price of $3.25 per 

share on August 15, 2019, to a closing price of $2.22 per share the next day.

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126. On February 7, 2020, SAE filed an amended annual report on Form 10-K/A and 

an amended quarterly report on Form 10-Q/A restating its financial statements for June 30, 2015 

through March 31, 2019.

127. On June 17, 2020, NASDAQ suspended trading in SAE’s common stock, and the 

stock began trading on over-the-counter markets. On August 21, 2020, NASDAQ delisted 

SAE’s common stock.

128. On August 27, 2020, SAE and various affiliates filed voluntary petitions for relief 

under Chapter 11 of the Bankruptcy Code.

K. Defendants Entered Into Tolling Agreements With the SEC

129. Each of the Defendants has entered into agreements with the SEC in which they 

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

applicable to the conduct and claims alleged herein. SAE’s three tolling agreements cover the 

period between August 22, 2019 and December 31, 2020; Hastings’ three tolling agreements 

cover the period between August 27, 2019 and December 31, 2020; Whiteley’s five tolling 

agreements cover the period between August 22, 2019 and October 23, 2020; Beatty’s three 

tolling agreements cover the period between August 30, 2019 and December 31, 2020; and 

Scott’s three tolling agreements cover the period between August 30, 2019 and December 31, 

2020.

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FIRST CLAIM FOR RELIEF

Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and (c) Thereunder

(Defendants Hastings, Whiteley, Beatty, and Scott)

130. The SEC repeats and realleges paragraphs 1 through 129, as though fully set forth 

herein.

131. By reason of the foregoing, Defendants, directly or indirectly, by the use of the 

means and instrumentalities of interstate commerce or of the mails, in connection with the 

purchase or sale of securities: employed devices, schemes, or artifices to defraud; and/or engaged 

in acts, practices, and courses of business which operate or would operate as a fraud or deceit.

132. Defendants acted with scienter and engaged in the referenced conduct knowingly 

and/or recklessly. 

133. By engaging in the conduct described above, Defendants violated, and unless 

restrained and enjoined will again violate, Section 10(b) of the Exchange Act [15 U.S.C. § 

78j(b)], and Rules 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) & (c)].

SECOND CLAIM FOR RELIEF

Aiding and Abetting Violations of Exchange Act Section 10(b) and Rules 10b-5(a) and (c) 

Thereunder

(Defendants Hastings, Whiteley, Beatty, and Scott)

134. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

135. Based on the conduct described above, Hastings, Whiteley, Beatty, and Scott, 

knowingly or recklessly provided substantial assistance to SAE in its violations of Section 10(b) 

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

136. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act 

[15 U.S.C. § 78t(e)], Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations, 

and unless restrained and enjoined will again aid and abet violations, of Section 10(b) of the 

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Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b5(a) & (c)].

THIRD CLAIM FOR RELIEF

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

(Defendants Hastings, Whiteley, and Beatty)

137. The SEC repeats and realleges paragraphs 1 through 129, as though fully set forth 

herein.

138. By reason of the foregoing, SAE, Hastings, Whiteley, and Beatty, directly or 

indirectly, by the use of the means and instrumentalities of interstate commerce or of the mails, 

in connection with the purchase or sale of securities, made untrue statements of material fact and 

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

circumstances under which they were made, not misleading. 

139. Hastings, Whiteley, and Beatty, and as such SAE, acted with scienter and engaged 

in the referenced conduct knowingly and/or recklessly. 

140. By engaging in the conduct described above, SAE, Hastings, Whiteley, and 

Beatty violated, and unless restrained and enjoined will again violate, Section 10(b) of the 

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

FOURTH CLAIM FOR RELIEF

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

Thereunder

(Defendants Hastings, Whiteley, Beatty, and Scott)

141. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

142. Based on the conduct described above, Hastings, Whiteley, Beatty, and Scott, 

knowingly or recklessly provided substantial assistance to SAE in its violations of Section 10(b) 

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

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143. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act 

[15 U.S.C. § 78t(e)], Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations, 

and unless restrained and enjoined will again aid and abet violations, of Section 10(b) of the 

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

FIFTH CLAIM FOR RELIEF

Violations of Securities Act Sections 17(a)(1) and (3)

(Defendants Hastings, Whiteley, Beatty, and Scott))

144. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

145. By reason of the foregoing, in the offer or sale of securities, by the use of the 

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

mails, directly or indirectly, Defendants employed devices, schemes, or artifices to defraud; 

and/or engaged in transactions, practices or courses of business which operate or would operate 

as a fraud or deceit upon the purchaser.

146. With regard to Defendants’ violations of Section 17(a)(1) of the Securities Act, 

Defendants acted with scienter and engaged in the referenced conduct knowingly and/or with 

recklessness. With regarding to Defendants’ violations of Section 17(a)(3) of the Securities Act, 

Defendants acted at least negligently and engaged in the referenced conduct without exercising 

reasonable care.

147. By engaging in the conduct described above, Defendants, directly or indirectly 

violated, and unless enjoined will again violate, Sections 17(a)(1) and 17(a)(3) of the Securities 

Act [15 U.S.C. § 77q(a)(1) & (3)].

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SIXTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Securities Act Sections 17(a)(1) and (3)

(Defendants Hastings, Whiteley, Beatty, and Scott)

148. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

149. Based on the conduct described above, Hastings, Whiteley, Beatty, and Scott 

knowingly and/or recklessly provided substantial assistance to SAE in its violations of Section 

17(a)(1) and (3) of the Securities Act.

150. By reason of the foregoing, and pursuant to Section 15(b) of the Securities Act 

[15 U.S.C. § 77o(b)], Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations, 

and unless restrained and enjoined will again aid and abet violations, of Section 17(a)(1) and (3)

of the Securities Act [15 U.S.C. § 77q(a)(1) & (3)].

SEVENTH CLAIM FOR RELIEF2

Aiding and Abetting Violations of Securities Act Section 17(a)(2)

(Defendants Hastings, Whiteley, Beatty, and Scott)

151. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

152. Based on the conduct described above, Hastings, Whiteley, Beatty, and Scott 

knowingly or recklessly provided substantial assistance to SAE in its violations of Section 

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

153. By reason of the foregoing, and pursuant to Section 15(b) of the Securities Act 

[15 U.S.C. § 77o(b)], Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations, 

 2 The Seventh, Ninth, and Eleventh Claims for Relief in Plaintiff’s original complaint were 

against SAE for violations of Securities Act Section 17(a)(2), Exchange Act Section 13(a) and 

Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, and Exchange Act Sections 13(b)(2)(A) 

and 13(b)(2)(B), respectively. ECF No. 1. Those claims were resolved by the Final Judgment 

entered against SAE. ECF No. 44.

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and unless restrained and enjoined will again aid and abet violations, of Section 17(a)(2) of the 

Securities Act [15 U.S.C. § 77q(a)(2)].

EIGHTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Exchange Act Section 13(a) and Rules 12b-20, 13a-1, 

13a-11, and 13a-13 Thereunder

(Defendants Hastings, Whiteley, Beatty, and Scott)

154. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

155. As alleged above, SAE failed to file truthful and correct annual, quarterly, and 

current reports with the SEC, in violation of Section 13(a) of the Exchange Act [15 U.S.C. 

§ 78m(a)] and Rules 13a-1, 13a-11, and 13a-13 thereunder [17 C.F.R. §§ 240.13a-1, 240.13a-11, 

& 240.13a-13]. In addition, SAE failed to include or disclose material information in its required 

reports as necessary to make the required statements, in light of the circumstances under which 

they were made, not misleading, in violation of Exchange Act Rule 12b-20 [17 C.F.R. § 

240.12b-20]. 

156. As detailed above, Hastings, Whiteley, and Beatty knew or were reckless in not 

knowing that SAE’s periodic reports on Forms 10-K, 10-Q, and 8-K were not truthful and 

accurate, in violation of Section 13(a) of the Exchange Act and the rules thereunder. Each

knowingly or recklessly provided substantial assistance to SAE’s violations by reviewing, 

approving, and/or signing Forms 10-K, 10-Q, and 8-K that each knew were untruthful and 

inaccurate and/or failed to disclose required material information, before those reports were filed 

with the SEC.

157. In addition, Scott knew or was reckless in not knowing that Defendants’ fraud

was not being disclosed to investors, either in SAE’s public filings or in connection with SAE 

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securities offerings. Scott knowingly or recklessly provided substantial assistance to SAE’s 

reporting violations by, inter alia, creating fake purchase orders and other documents.

158. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act 

[15 U.S.C. § 78t(e)] Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations of 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11, and 

13a-13 thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1, 240.13a-11, & 240.13a-13], and unless 

enjoined will again aid and abet such violations.

NINTH CLAIM FOR RELIEF

Aiding and Abetting Violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B)

(Defendants Hastings, Whiteley, Beatty, and Scott)

159. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

160. By reason of the conduct described above, SAE violated Sections 13(b)(2)(A) and 

13(b)(2)(B) of the Exchange Act [15 U.S.C. §§ 78m(b)(2)(A) & (b)(2)(B)].

161. As alleged herein, Hastings, Whiteley, Beatty, and Scott knowingly or recklessly 

provided substantial assistance to and thereby aided and abetted SAE’s violations of Sections

13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 78m(b)(2)(A) & (b)(2)(B)]. 

162. Each of Hastings, Whiteley, Beatty, and Scott caused SAE to improperly account 

for the Global Equipment and ASV transactions in SAE’s accounts. By and through the same 

conduct, each substantially assisted SAE’s failure to maintain sufficient internal controls. In 

addition, as alleged herein, each took advantage of SAE’s weak controls to further and conceal 

their misconduct and divert SAE funds to themselves. 

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163. By reason of the foregoing, and pursuant to Section 20(e) of the Exchange Act 

[15 U.S.C. § 78t(e)], Hastings, Whiteley, Beatty, and Scott aided and abetted SAE’s violations of 

Sections 13(b)(2)(A) and 13(b)(2)(B) [15 U.S.C. §§ 78m(b)(2)(A) & (b)(2)(B)].

TENTH CLAIM FOR RELIEF

Violations of Exchange Act Section 13(b)(5) and Rule 13b2-1 Thereunder

(Defendants Hastings, Whiteley, Beatty, and Scott)

164. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

165. Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder [17 C.F.R. § 

240.13b2-1] provide that “[n]o person shall knowingly circumvent or knowingly fail to 

implement a system of internal accounting controls or knowingly falsify any issuer book, record, 

or account.”

166. Hastings, Whiteley, Beatty, and Scott knowingly circumvented or knowingly 

failed to implement a system of internal accounting controls that SAE was required to maintain 

under Section 13(b)(2) of the Exchange Act [15 U.S.C. § 78m(b)(2)]. In addition, Hastings, 

Whiteley, Beatty, and Scott, directly or indirectly, falsified or caused to be falsified SAE’s 

books, records, or accounts subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(A)].

167. By reason of the foregoing, Hastings, Whiteley, and Beatty repeatedly violated, 

and unless enjoined will again violate, Section 13(b)(5) of the Exchange Act [15 U.S.C. § 

78m(b)(5)] and Rule 13b2-1 thereunder [17 C.F.R. § 240.13b2-1].

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ELEVENTH CLAIM FOR RELIEF

Violations of Exchange Act Rule 13b2-2

(Defendants Hastings, Whiteley, and Beatty)

168. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

169. By reason of the foregoing, Hastings, Whiteley, and Beatty, directly or indirectly, 

made materially false and misleading statements and omitted to state, or caused others to omit to 

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

under which the statements were made, not misleading in connection with audits, reviews, and 

examinations of SAE’s financial statements and preparation and filing of documents required to 

be filed with the SEC. 

170. As detailed above, Hastings, Whiteley, and Beatty lied to SAE’s external auditors, 

in connection with audits and reviews of SAE for the second quarter of 2015 through the first

quarter of 2019, by signing management representation letters that each knew or was reckless in 

not knowing contained material misstatements, including that SAE’s financial statements 

conformed with GAAP and that each had no knowledge of any fraud affecting SAE or involving 

SAE management.

171. By reason of the foregoing, Hastings, Whiteley, and Beatty violated Exchange 

Act Rule 13b2-2 [17 C.F.R. § 240.13b2-2].

TWELFTH CLAIM FOR RELIEF

Violations of Exchange Act Rule 13a-14

(Defendants Hastings, Whiteley, and Beatty)

172. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

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173. Rule 13a-14 of the Exchange Act [17 C.F.R. § 240.13a-14] requires that each 

principal executive and principal financial officer of an issuer, at the time of filing of a report, 

including reports on Form 10-K and 10-Q, must sign a certification at the time of the filing 

averring, among other things, that the report does not contain any untrue statement of material 

fact or omit to state a material fact necessary to make the statements made, in light of the 

circumstances under which such statements were made, not misleading with respect to the period 

covered by this report, and as to the company’s internal controls over financial reporting. 

174. As detailed above, Hastings, Whiteley, and Beatty signed materially false and 

misleading certifications on SAE’s periodic reports on Forms 10-K and 10-Q during the 

Relevant Period.

175. By reason of the foregoing, Hastings, Whiteley, and Beatty repeatedly violated, 

and unless enjoined will again violate, Exchange Act Rule 13a-14 [17 C.F.R. § 240.13a-14].

THIRTEENTH CLAIM FOR RELIEF

Violations of Section 304(a) of the Sarbanes-Oxley Act of 2002

(Defendants Hastings, Whiteley, and Beatty)

176. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

177. Section 304(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) requires the chief 

executive officer and chief financial officer of any issuer required to prepare an accounting 

restatement due to material non-compliance with the securities laws as a result of misconduct to 

reimburse the issuer for (1) any bonus, incentive-based, or equity-based compensation received 

by that person from the issuer during the 12-month periods following the false filings, and (2) 

any profits realized from the sale of the issuer’s securities during those 12-month periods.

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178. SAE, as a result of misconduct, filed periodic reports from the second quarter of 

2015 through the first quarter of 2019 that were in material non-compliance with financial 

reporting requirements under the securities laws.

179. Due to SAE’s material non-compliance with its financial reporting requirements, 

SAE was required to prepare a restatement of its financial statements for fiscal years 2015, 2016, 

2017, and 2018 and each fiscal quarter beginning with the quarter ended June 30, 2015 through 

the quarter ended March 31, 2019.

180. During SAE’s period of material non-compliance, Whiteley was SAE’s CFO, and 

Beatty was SAE’s CEO until August 2016, after which Hastings was SAE’s CEO. 

181. Hastings, Whiteley, and Beatty received bonuses, incentive-based compensation, 

equity-based compensation, and/or proceeds from the sale of SAE stock in the 12-month periods 

following each of SAE’s materially false periodic reports filed during the Relevant Period.

182. Hastings, Whiteley, and Beatty have not reimbursed SAE for any portion of this 

compensation or those stock-sale proceeds.

183. The SEC has not exempted Hastings, Whiteley, or Beatty, pursuant to SOX 

Section 304(b) [15 U.S.C. § 7243(b)], from the application of SOX Section 304(a) [15 U.S.C. § 

7243(a)].

184. Accordingly, Hastings, Whiteley, and Beatty violated, and unless ordered to 

comply will continue to violate, SOX Section 304(a) [15 U.S.C. § 7243(a)].

FOURTEENTH CLAIM FOR RELIEF

Unjust Enrichment

(Relief Defendant Thomas O’Neill)

185. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

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186. Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] states: “In any 

action or proceeding brought or instituted by the SEC under any provision of the securities laws, 

the SEC may seek, and any Federal court may grant, any equitable relief that may be appropriate 

or necessary for the benefit of investors.”

187. As described above, Relief Defendant Thomas O’Neill received funds and assets 

that were the proceeds, or are traceable to the proceeds, of Defendants’ fraud, including (i) the

illicit payments from Global Equipment, Forza Investments, and SSI to Whiteley, as alleged 

above, and (ii) approximately $2.4 million of the at least $4 million Whiteley separately 

misappropriated from SAE. These fraud proceeds were diverted by Whiteley and others to bank 

accounts owned and controlled jointly by Whiteley and O’Neill. Therefore, O’Neill has no 

legitimate claim to the fraud proceeds routed to those bank accounts.

188. O’Neill obtained the funds and assets in connection with Defendants’ securities 

law violations alleged in this Complaint and under circumstances in which it is not just, 

equitable, or conscionable for him to retain the funds and property. As such, O’Neill was 

unjustly enriched as a result of Defendants’ fraud. 

FIFTEENTH CLAIM FOR RELIEF

Unjust Enrichment

(Relief Defendant Lori Hastings)

189. The SEC realleges and incorporates by reference paragraphs 1 through 129, as 

though fully set forth herein.

190. Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] states: “In any 

action or proceeding brought or instituted by the SEC under any provision of the securities laws, 

the SEC may seek, and any Federal court may grant, any equitable relief that may be appropriate 

or necessary for the benefit of investors.”

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191. As described above, Relief Defendant Lori Hastings received funds and assets 

that were the proceeds, or are traceable to the proceeds, of the fraud alleged in this Complaint. 

Specifically, as alleged above, $1.376 million of the $12 million misappropriated from SAE was 

routed from Global Equipment to a TD Ameritrade account jointly owned by Hastings and Lori 

Hastings, and Hastings’ share of the 2016 Note proceeds was transferred from the SSI Account

to the same TD Ameritrade brokerage account on December 19, 2016 and April 4, 2017. In 

addition, as alleged above, the $532,620 in misappropriated SAE funds that Whiteley transferred 

to Hastings in December 2016 also went to accounts jointly owned and controlled by Jeffrey and 

Lori Hastings, including the same TD Ameritrade brokerage account. As such, Lori Hastings 

has no legitimate claim to the fraud proceeds routed to those accounts.

192. Lori Hastings obtained the funds and assets in connection with Defendants’

securities law violations alleged in this Complaint and under circumstances in which it is not 

just, equitable, or conscionable for her to retain the funds and property. As such, Lori Hastings 

was unjustly enriched as a result of Defendants’ fraud.

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court enter Final Judgments: 

I.

Finding that Defendants violated the statutes and rules set forth in this Complaint as to 

each; 

II.

Permanently restraining and enjoining Defendants, and all persons in active concert or 

participation with them, from violating, directly or indirectly, the statutes and rules set forth in 

this Complaint as to each;

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III.

Ordering Defendants Hastings, Whiteley, Beatty, and Scott, and Relief Defendants

O’Neill and Hastings, to disgorge, with prejudgment interest, all ill-gotten gains or unjust 

enrichment derived from Defendants’ illegal conduct as set forth in this Complaint; 

IV.

Ordering Defendants Hastings, Whiteley, Beatty, and Scott to pay civil penalties pursuant 

to Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)] and Section 20(e) of the Securities 

Act [15 U.S.C. § 77t(e)]; 

V.

Ordering Defendants Hastings, Whiteley, and Beatty, in a form consistent with Fed. R. 

Civ. P. 65(d), to reimburse SAE for their bonuses, incentive-based, equity-based compensation, 

and proceeds from the sale of SAE securities, pursuant to Section 304 of the Sarbanes-Oxley Act 

of 2002 [15 U.S.C. § 7243]; 

VI.

Permanently barring each of Defendants Hastings, Whiteley, Beatty, and Scott from 

acting as an officer or director of any issuer that has a class of securities registered pursuant to 

Section 12 of the Exchange Act [15 U.S.C. § 78l] and that is required to file reports under 

Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 20(e) of the 

Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)]; and 

VII.

Granting such other and further relief as this Court may deem just, equitable, or necessary 

for the benefit of investors. 

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JURY TRIAL DEMAND

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

this case be tried to a jury. 

Dated: January 18, 2023 Respectfully submitted,

/s/ Peter Lallas

Peter Lallas (PL-2965)

Nicholas C. Margida (admitted pro hac vice)

S. Yael Berger (admitted pro hac vice)

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-5041

(202) 551-6864 (Lallas)

E-mail: LallasP@sec.gov

Counsel for Plaintiff Securities and Exchange Commission

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