IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF DELAWARE 

 

SECURITIES AND EXCHANGE 

COMMISSION, 

 Plaintiff, Civil Action No. 

 

v. 

BRIAN SEWELL and ROCKWELL 

CAPITAL MANAGEMENT LLC, 

 

Defendants. 

 

 Jury Trial Demanded 

 

COMPLAINT 

 Plaintiff Securities and Exchange Commission (the “Commission”) files this complaint 

against defendants Brian Sewell (“Sewell”) and Rockwell Capital Management LLC (“Rockwell 

Capital”), a Delaware limited liability company (collectively, “Defendants”), and alleges as 

follows: 

SUMMARY OF THE ACTION

1. This matter involves a fraudulent securities offering by Sewell, through his 

company Rockwell Capital, in which he raised approximately $1.2 million from 15 investors 

through the offer and sale of purported limited partnership interests in the Rockwell Fund LP 

(the “Rockwell Fund” or the “Fund”), a hedge fund Sewell claimed he was forming to invest in 

crypto assets using specific investment strategies. Contrary to his promises, Sewell did not 

launch a hedge fund or use the investment strategies he advertised and, ultimately, lost all of the 

investors’ funds. 

2. From December 2017 through approximately April 2018, Sewell solicited 

investments in the Rockwell Fund by targeting students who paid to enroll in an online crypto 

asset trading course Sewell led. In doing so, Sewell claimed that he, with the help of his 

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“management team,” would perform all essential duties for the Rockwell Fund, including 

executing a multi-faceted investment strategy using unique, proprietary tools such as artificial 

intelligence. 

3. Among other things, Defendants misrepresented to prospective investors Sewell’s 

background and education, the identities of the Rockwell Fund’s management team, 

administrator, and custodian, the demand for and size of the Rockwell Fund, and the supposedly 

multi-faceted investment strategy Sewell said he would use to grow the Fund and generate 

returns for investors. 

4. Contrary to Defendants’ representations, the Rockwell Fund never launched, and 

Sewell never executed the investment strategy. Instead, Sewell used investors’ funds to trade 

crypto assets outside of the more common crypto asset trading platforms as a type of “over-thecounter trading.” 

5. For more than a year, until May 2019, Sewell deceived investors into thinking 

that the Fund had launched as planned when it had not, including by sending them fictitious 

monthly account statements for the Fund. During that time, Sewell converted and held investors’ 

funds in bitcoin, and then he lost it all when the crypto asset wallet he used to hold those assets 

was hacked and looted. Sewell concealed the hack and losses from the victim investors to 

prevent the fraud from unraveling. 

6. From February through May 2019, Sewell persuaded some of the investors to 

“roll” their now non-existent funds into another business venture he hoped to launch, Zion 

Trades, LLC (“Zion”). Zion failed and none of the investors recouped their funds. 

7. By engaging in the conduct described in this complaint, Defendants violated, and 

unless enjoined will continue to violate, Section 17(a) of the Securities Act of 1933 (the 

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“Securities Act”) [15 U.S.C. § 77q(a)], and Section 10(b) of the Securities Exchange Act of 1934 

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

JURISDICTION AND VENUE 

8. The Commission brings this action pursuant to Sections 20(b) and 20(d) of the 

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

U.S.C. §§ 78u(d)], to enjoin such acts, transactions, practices, and courses of business, to obtain 

disgorgement, prejudgment interest, and civil money penalties, and such other and further relief 

as the Court may deem just and appropriate. 

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

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

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

10. Venue in this District is proper 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]. Among other things, 

Sewell formed both Rockwell Capital and the Rockwell Fund in Delaware and certain of the 

acts, transactions, events, and omissions giving rise to the violations of the federal securities laws 

alleged herein occurred within this District. 

DEFENDANTS

11. Brian Sewell, age 51, resided in Hurricane, Utah at all times relevant to this 

complaint and currently resides in Humacao, Puerto Rico. In December 2017, Sewell formed 

Rockwell Capital and the Rockwell Fund, both described more fully below. Sewell also founded 

and served as the Chief Executive Officer (“CEO”) of American Bitcoin Academy (“ABA”), an 

online crypto asset education platform. 

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12. Rockwell Capital Management LLC was a Delaware limited liability company 

Sewell formed in December 2017 to serve as the general partner of the Rockwell Fund. At all 

relevant times, Sewell had complete ownership and control of Rockwell Capital and served as its 

Managing Member. Rockwell Capital is not registered with the Commission in any capacity. 

RELEVANT ENTITIES

13. Rockwell Fund LP was a Delaware limited partnership Sewell formed in 

December 2017 purportedly to invest in crypto assets. Sewell served as the Fund’s Chief 

Investment Officer (“CIO”). Through Rockwell Capital, Sewell had complete control over the 

Rockwell Fund. 

14. American Bitcoin Academy was a trade name Sewell registered in Utah in 

January 2017. Sewell, doing business as ABA, offered an online course in crypto asset trading 

for a fee. ABA’s registration with Utah expired in February 2020. 

15. Data Science Corporation was a Utah corporation Sewell formed in January 

2016 with its principal place of business in St. George, Utah. Sewell was the president and CEO 

of Data Science Corporation (“DSC”). 

16. Zion Trades, LLC, was a Nevada limited liability company one of Sewell’s 

associates formed in May 2018. In late 2018 and early 2019, under Zion, Sewell attempted to 

launch a purported crypto asset trading platform and his own crypto asset, but those efforts 

failed. 

TERMS USED IN THIS COMPLAINT

17. The term “crypto asset” as used herein refers to an asset issued and/or transferred 

using distributed ledger or blockchain technology, such as bitcoin, including assets sometimes 

referred to as “cryptocurrencies,” “digital assets,” “virtual currencies,” “digital coins,” and 

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“digital tokens.” Crypto assets may be traded on crypto asset trading platforms in exchange for 

other crypto assets or fiat currency (legal tender issued by a country). 

FACTS 

I. DEFENDANTS FRAUDULENTLY INDUCED 15 INVESTORS TO INVEST 

APPROXIMATELY $1.2 MILLION WITH THE ROCKWELL FUND 

A. Sewell Created the Rockwell Fund as a Purported Hedge Fund to Invest in 

Crypto Assets 

18. In December 2017, Sewell formed the Rockwell Fund as a purported hedge fund 

to invest in crypto assets, with Rockwell Capital to serve as the Fund’s general partner. As CIO 

of the Fund and Managing Member of Rockwell Capital, Sewell had complete control over both 

entities. 

19. Since in or about 2014, Sewell had promoted himself as an expert in crypto assets. 

Sewell spoke at crypto asset conferences after he began buying and selling crypto assets for a fee 

and fulfilling orders from his own crypto assets. 

20. Between December 2017 and April 2018, Sewell promoted and described the 

Rockwell Fund in detail to approximately 300 individuals in various states who participated in an 

online crypto asset trading course Sewell offered through ABA. Sewell typically charged his 

ABA students a few thousand dollars for live online class sessions, which were recorded. 

21. On January 5, 2018, and on subsequent occasions when additional ABA students 

expressed interest in investing in the Rockwell Fund, Sewell emailed his ABA students a 16-

slide investor pitch deck (“Pitch Deck”). 

22. The Pitch Deck purported to set forth information about the Fund’s terms and 

characteristics, the investment strategy, and the management team and third-party service 

providers. As CIO of the Fund and Managing Member of Rockwell Capital, Sewell was 

ultimately responsible for the content of the Pitch Deck. 

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23. During ABA class sessions and in the Pitch Deck, Sewell touted a multi-part 

investment strategy that the Rockwell Fund would use to generate returns for investors, which 

included: (1) managing “a core portfolio of Bitcoin and other cryptocurrencies,” which Sewell 

referred to as “alt coins”; (2) arbitraging crypto assets “to take advantage of daily pricing 

discrepancies across exchanges”; (3) creating “liquidity” in crypto assets in exchange for a fee; 

and (4) managing “portfolios to adjust exposure based on industry developments and proprietary 

indicators.” 

24. Sewell also stated that he would actively manage the Fund’s bitcoin and “alt coin” 

positions, at times hedging based on his predictions of future price movements and using 

options/futures contracts. 

25. To create the illusion that the Rockwell Fund was a selective and highly sought 

after opportunity, Sewell purported to require a minimum investment of $1 million with a oneyear lock-up period, after which time funds could be withdrawn on 45 days’ notice. 

26. Sewell, however, offered his ABA students an opportunity to invest in the Fund 

for less than $1 million by pooling their funds into a separate entity, DSC. 

27. According to Sewell, DSC would become the investor/limited partner in the 

Rockwell Fund and individual students/investors would receive a copy of the subscription 

agreement that DSC signed. Sewell assured potential investors that they would have an 

ownership interest in DSC commensurate with their percentage contribution. 

28. Contrary to these representations, Sewell never transferred the invested funds into 

DSC, DSC never signed a subscription agreement or any other agreement relating to the 

Rockwell Fund, and DSC was not a limited partner in the Rockwell Fund. 

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29. Ultimately, 15 of Sewell’s ABA students invested a total of approximately $1.2 

million in the Rockwell Fund. Most of these investments occurred between January 18 and April 

30, 2018, in direct response to Sewell’s distribution of the Pitch Deck and ABA class sessions, 

both of which were replete with numerous misrepresentations and omissions about the Fund. 

B. Defendants Made Numerous Material Misrepresentations and Omissions to 

Potential Investors in the Pitch Deck and During ABA Online Class Sessions 

1. Defendants Misrepresented Sewell’s Education and Relevant 

Professional Experience 

30. When promoting the Fund to potential investors, Defendants misrepresented 

Sewell’s education and his prior experience managing a hedge fund. 

31. The Pitch Deck falsely stated that Sewell had earned a “BS in Data Science at 

Johns Hopkins University” and an “MS in Data Science from Stanford University.” This was 

false. Sewell never earned a bachelor’s or master’s degree from any college or university. 

Rather, the highest degree Sewell obtained was his General Educational Diploma after not 

attending high school. 

32. The Pitch Deck further described Sewell as the “founder” of two projects in the 

crypto asset space that did not exist at the time the Pitch Deck was distributed and misleadingly 

stated that Sewell had “managed more than $1.1 billion in assets,” which also was not true. In 

reality, and as the Pitch Deck failed to state, Sewell’s only previous asset management 

experience involved a mortgage company that managed distressed real estate, and not crypto 

assets or a hedge fund. 

33. Sewell also lied about having managed a prior crypto hedge fund. For example, 

in November 2017, Sewell told an employee during an initial meeting that he had managed a 

prior hedge fund that invested in crypto assets and, in doing so, had turned approximately 

$250,000 into $9 million. 

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34. On or about January 3, 2018, Sewell told ABA students: “I have a hedge fund 

right now that I’ve had for the last couple of years and I have just a few investors in that that I 

started a couple of years ago.” 

35. On January 26, 2018, Sewell emailed an individual who would become the 

Fund’s largest investor (“Investor A”) and stated: “Previous fund experienced a 4,000% return 

over a two year period.” 

36. Sewell’s representations were false. As Sewell well knew, he had no prior 

experience managing a hedge fund. 

2. Defendants Misrepresented the Rockwell Fund’s Third-Party Service 

Providers and Management Team 

37. In the Pitch Deck and during ABA class sessions, Defendants made material 

misrepresentations and omissions about the Rockwell Fund’s third-party service providers and 

team of professionals who purportedly managed the Fund. 

38. The Pitch Deck listed a Colorado-based fund accounting and administration 

company (“Company A”) as the Fund administrator and California-based bank (“Bank A”) as 

the Fund’s custodian. When Sewell first distributed the Pitch Deck to potential investors, 

however, the Rockwell Fund did not have an account at Bank A or an agreement with Company 

A. 

39. Moreover, although the Fund subsequently established an account at Bank A and 

had an agreement with Company A by mid-February 2018, these business relationships were 

short lived. Defendants failed to complete a series of Company A’s requirements that were 

prerequisites to launching a crypto asset hedge fund (including crypto asset verification and 

valuations process, among others). 

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40. By April 16, 2018, Bank A terminated its relationship with the Rockwell Fund 

and closed its only bank account. On or about June 8, 2018, Company A terminated its 

agreement, leaving the potential Fund without an administrator, a custodian, or a bank account. 

Sewell did not disclose these events to investors in the Rockwell Fund. 

41. Without an administrator or custodian, any investor money Sewell brought in he 

converted to bitcoin that he simply held in a crypto asset wallet. 

42. The Pitch Deck also contained numerous materially false and misleading 

statements and omissions regarding the supposed Rockwell team, including: 

 falsely stating that the Rockwell Fund had “[e]xperienced team members 

focused on each sleeve of the portfolio”; 

 falsely stating that Company A’s Chief Financial Officer (“Individual 1”) was 

the Rockwell Fund’s Chief Commercial Officer/Chief Operating Officer when 

Individual 1 did not work for the Fund; and 

 falsely listing an acquaintance of Sewell’s from the Salt Lake City-area crypto 

community (“Individual 2”) as the Fund’s “Chief Crypto Analyst, AI 

Developer” and setting forth Individual 2’s extensive track record in the 

crypto asset space. 

43. On or about January 24, 2018, a few weeks after he had distributed the Pitch 

Deck, Sewell told potential investors during an ABA class session that Individual 2 was “going 

to be my full‐time researcher for the hedge fund” and reiterated Individual 2’s credentials from 

the Pitch Deck. Individual 2, however, did not work for the Rockwell Fund and the Fund did not 

have a Chief Crypto Analyst or an AI Developer. 

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3. Defendants Misrepresented the Size of and Demand for the Rockwell 

Fund 

44. Part of Sewell’s strategy for encouraging investment in the Fund was to portray 

the Rockwell Fund as a popular, exclusive investment opportunity. In online ABA class 

sessions, Sewell repeatedly misrepresented to potential investors that the Rockwell Fund was 

“designed” for institutional investors capable of meeting the Fund’s $1 million minimum 

investment requirement. He further repeatedly misrepresented that such institutional investors 

were investing in the Fund and he expected the Fund’s total size to reach $150 million quickly. 

45. For instance, during an ABA class session on or about December 6, 2017, Sewell 

stated that he and one of his employees were speaking to institutional investors that “are getting 

involved in my hedge fund,” and “investing 10 million dollars in my fund.” 

46. During an ABA class session on or about January 3, 2018, Sewell stated that “$1 

million is the minimum investment into the fund, and that – it’s intended to be between $100 to 

$150 million fund. It’s designed for institutional investors, okay.” 

47. Next, during an ABA class session on or about January 24, 2018, Sewell stated 

that he had to limit the fund to $150 million and urged potential investors to get their money in 

“as soon as possible,” “as soon as you’re able,” and “as soon as you can” because he was 

approaching that limit. Sewell further claimed he disallowed foreign investment into the Fund, 

because he “knew [the Fund] was going to fill up with U.S. investors really fast.” 

48. Similarly, in a direct email communication with Investor A on January 26, 2018, 

Sewell said that the Fund was “designed for institutional investors with a one million dollar 

minimum.” 

49. Sewell’s representations that institutional investors were investing in the Fund and 

his description of it as a $150 million fund were both false, and he had no reasonable basis to 

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claim that the supposed $150 million investment limit would be reached at any point. The only 

investors were the 15 ABA students who invested only approximately $1.2 million, over 100 

times less than the $150 million figure Sewell repeatedly used to describe the Fund’s size. 

50. During the January 24, 2018 class session, Sewell also falsely told potential 

investors that he personally would invest $1 million of his own money in the Fund. He did not 

do so. 

4. Defendants Misrepresented the Technology Available to Execute the 

Fund’s Investment Strategy and Anticipated Investment Returns 

51. In the Pitch Deck and during ABA class sessions, Defendants misrepresented the 

resources, expertise, and technology they had or intended to obtain to execute the Fund’s 

investment strategy and generate returns for investors. 

52. The Pitch Deck, for instance, falsely stated that “[e]xperienced team members 

focused on each sleeve of the portfolio” would “[h]edge core and liquidate other cryptocurrency 

positions based on insider knowledge and propriety indicators.” 

53. Similarly, during ABA class sessions, Sewell further claimed that he possessed 

“preemptive intelligence on moves in cryptocurrency” and the unique ability to predict price 

behavior in crypto asset markets with the help of complex sounding, but nonexistent, 

technologies including “machine algorithms,” “artificial intelligence,” and a “machine learning 

model.” On another occasion, Sewell referred to a proprietary model that he had built as his 

“secret sauce” that gave him “a competitive advantage from other funds.” In reality, Sewell and 

the Fund had none of these things. 

54. With respect to the Fund’s alleged arbitrage revenue stream, the Pitch Deck 

touted the use of “proprietary algorithms (to include extremely fast Artificial Intelligence, Deep 

Learning and clustered systems) to monitor and execute on global exchanges” of crypto assets. 

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55. During ABA class sessions, Sewell falsely claimed that this automated arbitrage 

system was operational, executing trades on various exchanges, taking advantage of proprietary 

knowledge about supply and demand and the depth of the market, and producing returns when, 

in fact, the automated arbitrage system never existed. 

56. Similarly, in the Pitch Deck and during ABA class sessions, Sewell claimed that 

he and Individual 2 would analyze “alt coins” using code, utility, market, and liquidity analysis. 

According to Sewell, this multi-level analysis would allow the Fund to identify the few “alt 

coins” that would earn “1,000% plus percent returns.” Contrary to Sewell’s representations, no 

such analysis ever took place, and Sewell and the Rockwell Fund never held any position in “alt 

coins.” 

C. Defendants Concealed from Investors the Fact that They Failed to Launch 

the Rockwell Fund

57. During an ABA class session on or about April 4, 2018, Sewell told investors that 

the Fund had launched as of April 1st as planned. This statement was false. In fact, Sewell and 

his employees had failed to complete a series of steps set forth by Company A, the putative Fund 

administrator, that were prerequisites to launching a crypto asset-based hedge fund. 

58. By April 16, 2018, Bank A terminated its relationship with the Rockwell Fund 

and closed its only bank account. On or about June 8, 2018, Company A terminated its 

agreement, leaving the Fund without an administrator, a custodian, and a bank account. 

59. Despite having touted the involvement of these third-party service providers 

during the promotion of the Fund, Sewell failed to disclose to investors that Bank A and 

Company A terminated their relationship with him and the Rockwell Fund. 

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60. Instead, Sewell pooled investors’ funds together in a crypto asset wallet that he 

controlled and used the bitcoin to trade outside of the more common crypto asset trading 

platforms. 

61. Between April 4, 2018 and May 1, 2019, Sewell further concealed from investors 

that the Fund had not actually launched. To hide this reality, Sewell made a series of 

misrepresentations affirming that the Fund was operating and discussing its supposed 

performance, including false and misleading performance statements entitled “Rockwell 

Cryptocurrency Fund.” 

62. On or about May 1, 2019, Sewell sent an email to investors telling them he had 

decided to discontinue the Fund (in favor of other endeavors), without disclosing it had never, in 

fact, launched. 

D. Defendants Concealed from Investors that Their Funds Were Stolen in a 

Cyber Hack 

63. In the Pitch Deck and during an ABA class session, Sewell told prospective 

investors that the Fund would use “tier 1 security” and “multi sig [sic] wallet[s]” to protect the 

crypto assets. Sewell failed to secure investors’ crypto assets in a manner consistent with his 

representations. 

64. On or about February 26, 2019, the crypto asset wallet in which Sewell stored 

investors’ bitcoin was hacked by an unknown party or parties. Over the next few weeks, all the 

bitcoin was stolen. For approximately two months, Sewell failed to disclose the hack and theft to 

the Rockwell Fund investors. 

65. On March 5 and April 8, 2019, Sewell provided investors false monthly 

performance statements for February and March 2019. Even though the Fund never launched 

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and the investors’ assets were stolen, the fake statements showed that the Rockwell Fund 

increased in value and outperformed bitcoin and the S&P 500 over those two months. 

66. Knowing there was no money to distribute, as the fictional one-year lock-up 

period in the Rockwell Fund expired, Sewell encouraged investors to rollover their supposed 

Rockwell Fund balances into Zion, a crypto asset trading platform he hoped to launch, rather 

than liquidate their investments. 

67. In an email to investors on May 1, 2019, Sewell stated that he decided to close the 

Rockwell Fund and, without disclosing either the fact that the Fund had never launched or the 

theft of their funds, offered investors three options for their supposed balances: liquidation, 

rollover into Zion, or rollover into a Bermuda-based crypto-friendly bank Sewell hoped to create. 

68. On May 2, 2019, in response to a request for liquidation, Sewell disclosed the 

hack to Investor A and requested that Investor A keep the information confidential, stating: “I’ve 

already converted a majority of investors over to shareholders in Zion with out [sic] having to 

disclose anything.” Sewell further stated that he had “worked out a strategy that will not only 

make you whole but possibly provide a substantial return for you.” 

69. Over the next several months, as more investors learned about the hack, Sewell 

offered the Rockwell Fund investors “Settlement Agreements” which granted them an ownership 

interest in Zion in exchange for a supposed full release regarding the loss of their investments in 

the failed attempt to launch the Rockwell Fund and subsequent hack. By early August 2019, 

most of the Rockwell Fund’s investors had signed Sewell’s settlement agreements. 

70. Zion failed and the Rockwell Fund investors lost all funds they had invested. 

 

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II. DEFENDANTS VIOLATED THE FEDERAL SECURITIES LAWS 

71. At all relevant times, Sewell owned, operated, and controlled Rockwell Capital 

and the Rockwell Fund. 

72. The limited partnership interests in the Rockwell Fund offered and sold by 

Defendants are securities within the meaning of the Securities Act and Exchange Act. 

73. The investments were all in a common enterprise run by Defendants, with the 

expectation of profits to be derived solely from the efforts of Defendants. Sewell claimed that 

he, with the help of his “management team,” would perform all essential duties for the Rockwell 

Fund, including the execution of the described investment strategy, and the investors played no 

role in the management or operations of the Fund. 

74. Investors invested money into Defendants’ enterprise—approximately 15 

investors gave Defendants approximately $1.2 million. 

75. Investors made their investment with a reasonable expectation of profits to be 

derived solely from Defendants’ supposed ability to generate profits without any participation by 

any of its investors. 

76. Sewell described an arrangement whereby the investors would pool their money 

into DSC, which, in turn, would pool that collected money with the money of other investors in 

the Rockwell Fund. Sewell claimed that he would then use that money to purchase a large 

position in bitcoin, smaller positions in “alt coins,” and engage in market making and arbitrage 

activities. Sewell did, in fact, pool investors’ funds together and used the funds to purchase 

bitcoin. 

77. Sewell also told people they would be paid pro rata returns directly in proportion 

to the amounts each invested and did not offer any separately managed accounts, such that 

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investors’ financial fortunes were cast as rising and falling together, including with Sewell, who 

said he would contribute $1 million to the fund. 

78. Defendants engaged in the conduct described herein, including the offer and sale 

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

interstate commerce, the instrumentalities of interstate commerce, and/or by use of the mails. 

Sewell solicited investments in the Fund online through ABA class sessions and via email. 

79. Sewell, on behalf of Rockwell Capital, obtained money or property by means of a 

series of material misstatements and/or omissions that he made or failed to make both in the 

Pitch Deck, over which he exercised ultimate authority and control, and orally during recorded 

ABA class sessions. 

80. A reasonable investor would consider the misrepresented facts and omitted 

information described herein—including, among other items, misrepresentations and omissions 

regarding Sewell’s education and fund management experience, the team of people and service 

providers who supposedly would provide services to the Rockwell Fund, the resources, 

technology, and activities he would bring to bear in executing the investment strategy, and the 

perceived demand for and expected size of the Rockwell Fund—important in deciding whether 

or not to purchase the securities. 

81. The untrue statements of material fact and material omissions described herein 

were made in the offer or sale and in connection with the purchase or sale of securities. 

82. In connection with the conduct described herein, Defendants acted knowingly or 

recklessly. Defendants knew or were reckless in not knowing that Sewell had not earned degrees 

in data science from Stanford University or Johns Hopkins University or managed a prior fund 

that had earned 4,000% returns. Sewell further knew that he was not on the verge of securing 

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$150 million worth of investments from institutional investors, that the Fund had not launched 

and was not executing its advertised investment strategy, that investor money was lost in a cyber 

hack, and that the monthly account statements he provided for the Fund were fictitious. 

III. TOLLING OF THE STATUTE OF LIMITATIONS 

83. Defendants agreed to toll any statute of limitations applicable to the claims 

alleged herein during the period from January 2, 2023 through February 2, 2024. 

FIRST CLAIM FOR RELIEF 

(Violations of Section 17(a) of the Securities Act) 

 

84. The Commission re-alleges and incorporates by reference the allegations in 

paragraphs 1 through 83, inclusive, as if they were fully set forth herein. 

85. As a result of the conduct alleged herein, Defendants Sewell and Rockwell 

Capital, knowingly or recklessly, in the offer or sale of securities, directly or indirectly, by the 

use of any means or instruments of transportation or communication in interstate commerce or 

by use of the mails: 

a. employed devices, schemes, or artifices to defraud; 

b. obtained money or property by means of an untrue statement of a material 

fact or an omission of a material fact necessary in order to make the 

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

made, not misleading; and/or 

c. engaged in transactions, practices, or courses of business which operated 

or would operate as a fraud or deceit upon the purchasers of securities. 

86. By engaging in the foregoing conduct, Defendants Sewell and Rockwell Capital 

violated, and unless restrained and enjoined will continue to violate, Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)]. 

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SECOND CLAIM FOR RELIEF 

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

87. The Commission re-alleges and incorporates by reference the allegations in 

paragraphs 1 through 83, inclusive, as if they were fully set forth herein. 

88. As a result of the conduct alleged herein, Defendants Sewell and Rockwell 

Capital, knowingly or recklessly, in connection with the purchase or sale of securities, directly or 

indirectly, by use of the means or instrumentality of interstate commerce, or of the mails, or a 

facility of a national securities exchange: 

a. employed devices, schemes or artifices to defraud; 

b. made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; and/or 

c. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the 

purchase or sale of any security. 

89. By engaging in the foregoing conduct, Defendants Sewell and Rockwell Capital 

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of the 

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

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court enter a final 

judgment: 

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I.

Permanently restraining and enjoining Defendants Sewell and Rockwell Capital from 

violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the 

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

II. 

Permanently enjoins Defendants Sewell and Rockwell Capital, directly or indirectly, 

including, but not limited to, through any entity owned or controlled by Defendants, participating 

in the issuance, purchase, offer, or sale of any security, including any crypto asset security, 

provided, however, that such injunction shall not prevent Sewell from purchasing or selling 

securities for his own personal account, pursuant to Section 21(d)(5) of the Exchange Act [15 

U.S.C. § 78u(d)(5)]; 

III. 

Ordering Defendants to disgorge all ill-gotten gains from the illegal conduct alleged in this 

complaint, together with prejudgment interest, pursuant to Sections 21(d)(3), (d)(5), and (d)(7) of 

the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5), and (7)]; 

IV. 

Ordering Defendants to pay 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)]; 

V. 

 Retaining jurisdiction of this action for purposes of enforcing any final judgment and 

orders; and 

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VI. 

Granting such other and further relief as this Court may determine to be just and 

appropriate. 

Dated: February 2, 2024 Respectfully submitted, 

/s/ Karen M. Klotz 

Karen M. Klotz 

Gregory R. Bockin 

Assunta Vivolo 

Matthew S. Raalf 

SECURITIES AND EXCHANGE COMMISSION 

Philadelphia Regional Office 

1617 John F. Kennedy Boulevard, Suite 520 

Philadelphia, PA 19103 

Telephone: (215) 597-3100 

Email: klotzk@sec.gov 

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