Nita Klunder 

Marc Jones*

Attorneys for the Plaintiff

SECURITIES AND EXCHANGE COMMISSION

Boston Regional Office 

33 Arch Street, 24th Floor

Boston, MA 02110

617-573-8822 (Nita Klunder)

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

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE 

COMMISSION,

 Plaintiff,

v.

JONATHAN FARBER,

AARIF JAMANI, and

BRIAN KEASBERRY, 

Defendants.

Civil Action No. 1:24-CV-00273

JURY TRIAL DEMANDED

COMPLAINT

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

against the defendants Jonathan Farber (“Farber”), Aarif Jamani (“Jamani”), and Brian 

Keasberry (“Keasberry”):

SUMMARY

1. County Line Energy Inc. (“County Line”) was a small California-based public 

company with little (and sometimes no) trading in its stock. From no later than September 2017 

through at least October 2021 (“Relevant Period”), defendants Farber, Jamani, and Keasberry

(“Defendants”) engaged in a fraudulent scheme to profit from their accumulating, manipulating, 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 1 of 32
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and selling County Line stock to retail investors. Defendants shared the $5 million in profits 

from the stock sales that resulted from their scheme.

2. First, Defendants gained control of County Line by placing close associates or 

handpicked figureheads in senior management positions at County Line. Jamani and Farber 

guided and directed these managers to take actions beneficial to Defendants. Jamani and Farber

used their influence over County Line to control how much of its stock was available in the 

public markets, and to allow Defendants to accumulate and control most of County Line’s stock. 

3. Next, Jamani and Farber created the false appearance of investor interest in 

County Line stock to attract retail investors who would be willing to buy Defendants’ shares. 

Public trading activity in County Line stock had been virtually nonexistent when Defendants 

began their scheme. So Defendants created the appearance of active trading by selling that stock 

to friendly buyers who Farber controlled. Farber used the accounts of three individuals to 

purchase County Line stock. At the same time, Jamani was selling on behalf of the Defendants 

through an offshore brokerage firm using a nominee account. Defendants were effectively 

selling to themselves. 

4. Defendants also paid for an online promotional campaign, touting the stock’s 

great potential and pointing to press releases that Farber and Jamani caused County Line to 

release. But Defendants, who were the ones who would most benefit from investor interest in 

County Line’s freely tradable stock because they owned most of it, concealed the fact that they 

had paid for this promotional campaign, controlled County Line, and were actively selling the 

majority of County Line’s freely tradable stock. 

5. Finally, Defendants completed their scheme by selling the County Line stock they 

controlled and profited from the demand they had generated through the promotional campaign 

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and manipulative stock trading. To evade limitations placed on company insiders and sell the 

massive quantities of County Line stock they had accumulated, Jamani and Farber had to conceal

their status as County Line affiliates. They did so by lying to County Line’s transfer agent and 

by selling shares through offshore nominee accounts.

6. When Farber, Jamani, and Keasberry directed the sales of County Line stock, 

there were no registration statements for those sales on file with the Commission or in effect for

those transactions, as required by the relevant securities laws described herein. No exemption 

from the registration requirement applied.

7. As a result of the conduct described below, Farber, Jamani, and Keasberry 

violated, and unless restrained and enjoined will continue to violate, Sections 5(a) and 5(c), and 

17(a)(1) and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§77e(a), (c), 

77q(a)(1), (3)], and Section 10(b) of the Securities Exchange Act of 1934 (“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)]. As a 

result of the conduct described below, Farber and Jamani violated, and unless restrained and 

enjoined will continue to violate Section 9(a)(2) of the Exchange Act [15 U.S.C. §78i(a)(2)].

8. The Commission seeks a permanent injunction against the Defendants, enjoining 

them from engaging in transactions, acts, practices, and courses of business of the type alleged in 

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

Complaint, together with prejudgment interest; civil penalties pursuant to Section 20(d) of the 

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

§78u(d)(3)]; an order barring the Defendants from participating in any offering of a penny stock, 

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

Exchange Act [15 U.S.C. §78u(d)]; an order prohibiting the Defendants from acting as officers

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 3 of 32
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or directors of any issuer that has a class of securities registered pursuant to Section 12 of the 

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

the Exchange Act [15 U.SC. § 78o(d)]; and such other relief as the Court may deem appropriate.

JURISDICTION AND VENUE

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

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

U.S.C. §§78u(d), 78u(e), and 78aa].

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

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

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

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

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

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

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

deceptive promotional campaigns conducted during the Relevant Period. In addition, Farber 

took actions in furtherance of the Defendants’ scheme while in the Southern District of New 

York, including having payments made to an entity located in the Southern District of New 

York. 

DEFENDANTS

11. Jonathan Farber, age 57, lives in New York, New York. Farber caused County 

Line to take actions for the benefit of Defendants; purchased stock in the accounts of other 

individuals to create the appearance of active trading; liaised directly with stock sale promoters 

to market County Line stock, the cost of which was at least partly funded by entities he 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 4 of 32
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controlled; and sold County Line stock through entities he controlled and divided the profits 

amongst himself, Jamani, and Keasberry.

12. Aarif Jamani, age 56, lives in Burnaby, British Columbia, Canada. Jamani caused 

County Line to take actions for the benefit of Defendants; transferred County Line stock which 

was ultimately sold through offshore brokerage firms and distributed the profits generated on 

those sales amongst himself, Farber, and Keasberry. Beginning in September 2019, Jamani is 

identified in County Line public filings as a “control person.” 

13. Brian Keasberry, age 60, lives in Las Vegas, Nevada. Keasberry paid for portions 

of the campaigns to promote County Line stock using proceeds from County Line stock sales 

and helped to create the appearance of legitimately arms-length stock sales when in fact stock 

was only being transferred to an associate of the Defendants. Beginning in September 2019, 

Keasberry is identified in County Line public filings as a “control person.”

RELATED ENTITIES

14. County Line was incorporated in Nevada in February 1998. During the Relevant 

Period, County Line Energy Inc. described its business as “manufactur[ing] and sell[ing] selfcontained hydroponic systems for growing plants, vegetables, and cannabis.” County Line

(stock ticker symbol: CYLC) trades on OTC Link (previously, the “Pink Sheets”), operated by 

OTC Markets Group, Inc. County Line was incorporated in Nevada in 1998, and is located in 

Santa Ana, California.

15. Wexford Industries Ltd. (“Wexford”) is a Wyoming company controlled by 

Farber. Wexford held and sold County Line stock on behalf of Defendants and divided the 

profits amongst Farber, Jamani, and Keasberry.

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16. Keasberry and Jamani were two signers for a Wexford bank account. By March 

2016, Keasberry was identified in a Wyoming Secretary of State filing as Wexford’s Treasurer 

or Fiscal Agent. In that same filing the “President/Director” was identified as Farber’s relative

(“Relative”). 

17. Though Relative continued to be identified in filings as the President of Wexford, 

Relative was in fact retired, and Farber operated Wexford, including finding investment 

opportunities. Farber and Relative lived together during intervals throughout the Relevant 

Period, in particular during the early months of the Covid-19 pandemic.

18. 0985358 B.C. Ltd. (“0985358”) is a Canadian company controlled by Jamani

who, is its president, secretary, and treasurer. 0985358 received and sold County Line stock on 

behalf of Defendants and divided the profits amongst Farber, Jamani, and Keasberry.

19. Black Ridge Holdings Inc. is a Nevada company controlled by Keasberry, who is 

its president, secretary, and treasurer. Black Ridge received profits from the sale of Defendants’ 

County Line stock and made payments to multiple promoters. 

20. Blue Diamond Equities Inc. is a Nevada company controlled by Keasberry. 

Keasberry is the sole Director of Blue Diamond. Both he and Jamani are signers for a Blue 

Diamond bank account. Blue Diamond received profits from the sale of Defendants’ County 

Line stock and was identified as the paying party on several County Line promotions.

RELEVANT DEFINITIONS

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

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

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

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 6 of 32
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C.F.R. §240.144], including limitations on the amount of stock a control person can legally 

sell. These registration requirements, sale restrictions, and disclosure obligations are safeguards 

designed to inform investors about the nature of the stock they are holding or considering

buying, and about those from whom they would be buying that stock. 

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

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

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

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

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

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

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

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

be an “affiliate” of an issuer.

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

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

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

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

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

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

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

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

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

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 7 of 32
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statement filed with the Commission. Registration does not attach to the security itself, and 

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

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

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

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

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

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

affiliates obtained those shares.

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

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

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

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

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

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

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

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

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

security. 

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

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

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

whose issuers do not meet certain thresholds of tangible assets or revenue. County Line stock 

was a penny stock during the Relevant Period. 

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THE FRAUDULENT SCHEME 

28. The Defendants worked together to exert control over County Line’s 

management, gain control over the company’s unrestricted shares, and sell them at a tremendous 

profit all while concealing their true roles with respect to company management and stock 

ownership to avoid the stock sale limitations that applied to affiliates. 

29. To sell these County Line shares, the Defendants needed investors willing to buy 

them. In order to attract investors, they created the appearance of an active market by 

simultaneously selling and buying County Line stock. Then, the Defendants funded a 

promotional campaign to bring in additional investors who would buy the stock the Defendants

were holding and trying to sell at a profit. 

30. Jamani kept track of Defendants’ County Line stock sales and proceeds in a 

notebook. That notebook also included how the funds were distributed, reflecting payments to 

Farber’s entities and Keasberry’s entities. 

31. As a direct result of their scheme, the Defendants sold over 15 million shares of 

County Line stock for profits of over $5 million dollars through entities which concealed their 

control of the stock and true roles in the scheme. 

Farber, Jamani, and Keasberry were Affiliates of County Line

32. Throughout the Relevant Period, as detailed below, Farber, Jamani, and 

Keasberry were affiliates of County Line because as a group they controlled management and 

held a significant portion of County Line’s unrestricted stock. During this time County Line had 

a series of CEOs who were either longtime associates of Jamani or Farber, handpicked by them, 

or both. Each of these CEOs took corporate actions based on direction and or input from Jamani 

or Farber. 

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33. By the fall of 2018, a longtime associate of Jamani’s was nominally County 

Line’s Chief Executive Officer and Director (“CEO1”). Jamani had initially approached CEO1 

to do County Line’s accounting. CEO1 had done accounting work for other penny stock 

companies with which Jamani was affiliated. For one of those companies, Company1, 

Keasberry served as the president and director. 

34. CEO1’s actual involvement with County Line appears to have been minimal, 

however. CEO1 had never been the CEO of any other public company, and in 2023 he did not 

recall having served as County Line’s CEO nor whether he received a salary as CEO. 

35. On January 4, 2018, County Line effected a reverse stock split in which every 

1,000 County Line shares held by shareholders were exchanged for a single share. By reducing 

the number of outstanding shares, Defendants could more easily guarantee that they controlled 

the majority of the stock deposited with brokerage firms and available for public trading (the 

“float”). Each additional share issued after the reverse split constituted a far greater percentage 

of the float than was the case before. CEO1 processed the reverse split after discussions with 

Jamani. 

36. On March 15, 2018, Farber caused Wexford to transfer $10,020 to an individual 

who would soon become County Line’s next CEO (“CEO2”). Just six days later, County Line 

issued CEO2 100 million County Line shares for $10,000. After the issuance to CEO2, County 

Line had a total of just over 102 million shares outstanding. This Farber-funded purchase placed 

nearly 98% of County Line common stock in CEO2’s name. The following week, CEO2 was 

appointed officer and director of County Line.

37. At that time, according to OTC Markets filings, CEO2 was the President, 

Secretary, and Treasurer of Company1, while Keasberry served as the Director of Company1. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 10 of 32
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Recent OTC Markets filings show Jamani as the President, Secretary, Treasurer, and Director of 

Company1. 

38. In early 2018, a new person (“CEO3”) was approached by an associate of 

Farber’s to see if he would consider becoming CEO of County Line. By March 2018, Jamani 

and Farber were in discussions with CEO3 about his prospective role. In a subsequent phone 

call between CEO3, Farber’s associate, and Farber, CEO3 was told that Farber would fund 

CEO3’s business if he became CEO and merged his business, a grow box company, into County 

Line. CEO3 learned that Farber worked with Jamani and that Jamani was also part of the 

commitment to fund CEO3’s business. 

39. On July 5, 2018, CEO3 became the President, Chief Executive Officer, Secretary, 

and Treasurer of County Line and was given a seat on the board. That same day, CEO3 acquired 

70 million of CEO2’s 100 million shares at a price of one hundredth of a cent per share. Less 

than two months later, at Farber’s instruction, CEO3 cancelled 30 million of the 70 million 

shares he had received. 

40. A month after he joined County Line, CEO3 was given 2 million shares in lieu of 

salary. 

41. During CEO3’s tenure as County Line’s CEO, he communicated with an 

associate of Farber and Jamani’s (“Associate1”). Associate1 communicated frequently with 

Farber, Jamani, and one other person. CEO3 understood that Associate1 passed on instructions 

from Farber, Jamani, and the third person. 

42. Associate1 repeatedly told CEO3 to issue press releases regarding minor events. 

Associate1 indicated that Farber wanted the press releases out and that the reason was to keep the 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 11 of 32
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stock price up. Without these instructions, CEO3 would not have caused County Line to issue 

these releases, as the topics did not merit them. 

43. In October 2018, CEO3 asked County Line’s transfer agent to issue a total of 

2,225,000 shares to three different shareholders. Associate1 intervened and instructed the 

transfer agent that those shares would come from CEO3’s shares, not be issued by County Line. 

44. CEO3 resigned from County Line around December 2018. After resigning, 

CEO3 received phone calls from Jamani during which Jamani told him that the 40 million 

County Line shares he had initially received from CEO2 were not CEO3’s and CEO3 needed to 

return them. 

45. In or around June 2019, an individual who joined County Line with CEO3

became CEO of County Line (“CEO4”). As before, Jamani continued to determine the timing of 

County Line press releases. CEO4 understood that Jamani worked on County Line’s press 

releases as part of his role as County Line’s Secretary which CEO4 believed Jamani assumed in 

late 2019 or early 2020. However, Jamani was not disclosed in public filings as the company’s 

Secretary until the end of 2022. 

46. CEO4 and Jamani communicated while CEO4 served as CEO of County Line. 

CEO4 contacted Jamani repeatedly about the company’s financials and filings, writing on one 

occasion “AJ you need to respond [sic] my email regarding our filing with OTC.” Later, after 

having provided some financials to Jamani, CEO4 wrote, “I have tried to reach you several 

times. I need answers!!” CEO4 often expressed urgency about speaking with Jamani and the 

two discussed topics from “upcoming goals” to whom to hire for paid advertising. CEO4 even 

contacted Jamani when he was unable to access County Line’s OTC account and needed a 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 12 of 32
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username and password. In November 2021, Jamani and CEO4 also discussed CEO4 meeting 

with Farber and Jamani while Farber was visiting Malibu. 

47. In 2021, County Line stock was not permitted to trade in Canada by order of the 

British Columbia Securities Commission because it failed to file the necessary records. During 

that time, Jamani wrote to CEO4, “Can you get the county line share transfer journal from the 

beginning of 2018 to present from [the transfer agent]. I need it for my fight with BC Securities 

Commission. If I lose I may end up declaring bankruptcy...” Without the ability to sell County 

Line stock, Jamani was facing bankruptcy. 

48. In County Line’s OTC Markets filing from the period ending September 30, 2019, 

Jamani, Keasberry, and Farber’s Wexford, were all identified as control persons of County Line. 

The three continued to be identified in County Line’s quarterly and annual filings with OTC 

Markets from the September 30, 2019 filing through the remainder of the Relevant Period. 

The Defendants Consolidated Control over the County Line Float and

Caused False Statements to be Made so that Their Shares Could be Sold to the Public

49. During early 2018, Defendants had begun trying to amass County Line shares and 

then fraudulently sell the County Line shares they controlled. For example, less than a week 

after County Line issued CEO2 100 million newly created restricted shares of common stock, the 

company issued Jamani’s entity, 0985358, 1.35 million shares as part of a purported debt 

conversion. 

50. The issuance of restricted, non-trading, shares to CEO2, later transferred to 

CEO3, allowed Defendants to issue themselves millions of shares without exceeding the critical 

threshold of 10% of total outstanding shares. Transfer agents applied additional scrutiny when 

determining whether stock held by shareholders holding over 10% of a company’s total 

outstanding shares should be treated as unrestricted. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 13 of 32
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51. Because the shares Jamani’s entity was issued had not been registered, they were 

issued as restricted and bore a restrictive legend indicating their status as restricted shares. To be 

able to sell those shares without registration and in the quantity and time frame Defendants 

wanted, they needed to be subject to an exemption from registration. Based on an exemption, 

Jamani could then ask the transfer agent to remove the restrictive legend so the shares could be 

transferred and sold. To establish that such an exemption exists, shareholders like Jamani must 

get an opinion letter from an attorney indicating that the shares are exempt from registration 

requirements and that the restrictive legend can be lifted. 

52. On April 5, 2018, Jamani sought an attorney opinion letter so that he could have

the transfer agent remove the restrictive legend from his 1.35 million County Line shares. The 

attorney responded, “OTCMarkets website shows only 2,109,175 shares outstanding at March 

13, 2018. You need to stay under 10% to avoid being an affiliate. These conversions add up to 

more than that.” Jamani replied, “I just spoke to issuer.... They assure me the number is over 

100mm.” 

53. On April 6, 2018, the attorney provided Jamani with an opinion letter which noted 

that the 1.35 million shares were less than “10% of the Issuer’s 103,459,138 outstanding shares 

of common stock at March 31, 2018.” Without the 100 million share issuance to CEO2 two 

weeks earlier, the 1.35 million shares controlled by Jamani would have been nearly 40% of the 

total outstanding shares. If Jamani, via 0985358, had held nearly 40% of the total outstanding

shares, he would have been presumptively considered an affiliate of County Line and not been 

able to sell all those shares at once. 

54. The issuance of the 1.35 million shares gave Defendants control of over 96% of 

the float. By controlling the float, Defendants could prevent third parties from taking advantage 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 14 of 32
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of the demand Defendants were paying to generate, depressing share prices, and undercutting

their profits.

55. As part of the process to have the restrictive legend removed from this County 

Line stock, Jamani falsely communicated to the transfer agent that 0985358, a company he 

controlled, was not an affiliate of County Line. Jamani repeatedly caused false representations to 

be made in attorney opinion letters as well as shareholder representation letters. In these, Jamani 

falsely represented that 0985358 was not an affiliate of County Line.

56. On at least the dates indicated in the chart below, Jamani provided attorney 

opinion letters to the transfer agent to get the restrictive legend removed from the referenced 

County Line shares. Each of the opinion letters contained the following language: “We are 

informed and assume for purposes of this opinion that [0985358] is not a current or former 

officer, director, 10% shareholder or other affiliate or insider of the Issuer.”

Date of Opinion Letter Shares for Which Jamani Sought to 

Remove the Restrictive Legend

Date of Shareholder Representation 

Letter

July 6, 2018 864,062 *

October 5, 2018 756,904 October 8, 2018

August 8, 2019 5,299,999 *

November 26, 2019 1,000,000 November 28, 2019

December 13, 2019 2,200,000 December 13, 2019

December 30, 2019 2,000,000 January 3, 2020

* The Commission does not have shareholder representation letters relating to these shares.

57. Jamani also frequently signed shareholder representation letters on behalf of 

0985358 which stated, “I request that the restrictive legend be removed from my stock 

certificates... of County Line..., because I am not an affiliate... and have met all requirements of 

Rule 144. In connection with my request I hereby represent: ... I am not now, and have not been 

during the preceding three months, an officer, director, or more than 10% shareholder of [County 

Line] or in any other way an ‘affiliate’ of [County Line] (as that term is defined in Rule 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 15 of 32
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144(a)(1)), nor has... any corporation or organization of which I am the beneficial owner[.]” 

Jamani provided these letters to the transfer agent as part of the process to have the restrictive 

legend removed from County Line shares held by 0985358. The chart above shows the shares 

and the date of the associated shareholder representation letters provided to the transfer agent by 

Jamani. 

58. The statements in the opinion letters and shareholder representation letters 

identified in the chart in paragraph 56 were false because Jamani, who controlled 0985358, was 

an affiliate of County Line based on Defendants’ control of the float and based on his control 

over management and the operations of County Line. 

59. Farber likewise caused false representations to be made to County Line’s transfer 

agent about Wexford’s, and accordingly his, status as a County Line affiliate. 

60. On at least the dates indicated in the chart below, Farber provided opinion letters 

to the transfer agent to have the restrictive legend removed from the referenced County Line 

shares. Each of the opinion letters contained the following language: “We are informed and 

assume for purposes of this opinion that [Wexford] is not a current or former officer, director, 

10% shareholder or other affiliate or insider of the Issuer.”

Date of Opinion Letter Shares for Which Farber Sought to 

Remove the Restrictive Legend

Date of Shareholder Representation 

Letter

December 30, 2019 2,000,000 January 3, 2020

April 20, 2020 2,000,000 April 24, 2020

May 1, 2020 606,000 May 6, 2020

July 28, 2020 3,116,504 July 28, 2020

November 3, 2020 3,800,000 November 6, 2020

61. Farber also provided County Line with shareholder representation letters signed 

by Relative on behalf of Wexford. Farber provided these letters to the transfer agent as part of 

the process to have the restrictive legend removed from County Line shares held by Wexford. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 16 of 32
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The chart above shows the shares and the date of the associated shareholder representation letters

provided to the transfer agent by Farber. 

62. The shareholder representation letters were all signed by Relative and came in 

three versions. The first was identical to that used by Jamani above and was used for the 

Wexford shares on January 3, 2020. The April and May shareholder representation letters stated, 

“The Undersigned is not at present and has not been during the preceding three months, an 

officer, director, or 10% shareholder of [County Line] or in any other way an ‘affiliate’ of 

[County Line] within the meaning of Rule 144(a)(1) of the Securities Act.” The July and 

November shareholder representation letters read in relevant part, “I request that the restrictive 

legend be removed from my stock certificates... of County Line..., because I am not an 

affiliate... and have met all requirements of Rule 144. In connection with my request I hereby 

represent: ... I am not now, and have not been during the preceding three months, an officer, 

director, or more than 10% shareholder of [County Line] or in any other way an ‘affiliate’ of 

[County Line] (as that term is defined in Rule 144(a)(1)), nor has... any corporation or 

organization of which I am the beneficial owner[.]” 

63. The statements in the opinion letters and shareholder representation letters 

identified in the chart in paragraph 60 were false because Farber, who controlled Wexford, was 

an affiliate of County Line based on his control of the float and based on his control over 

management and the operations of County Line. 

64. Even though the shareholder representation letters were signed by Relative, 

Farber caused these false statements to be transmitted to the transfer agent so that the restrictive 

legend would be removed from the stock held by Wexford. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 17 of 32
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65. Farber and Jamani knew or were reckless in not knowing that they were County 

Line affiliates.

The Defendants Used Others to Buy and Sell Stock and

Created the False Appearance of Active Trading in County Line Stock

66. Next Defendants needed to sell their accumulated County Line stock to realize 

profits from their fraudulent scheme. This portion of their scheme involved two steps: First, 

Farber placed purchase orders in accounts he controlled creating a volume of sales in the market 

for County Line shares that did not previously exist to give the appearance of those shares being 

actively traded by interested market participants. Prior to Farber’s efforts, trading in County 

Line stock had been between sparse and nonexistent (as detailed below). Second, Defendants

used that volume, in addition to the timing of the press releases they caused to be issued, to 

buttress a promotional campaign they funded. This promotional campaign was designed to target 

retail investors and persuade them to buy the County Line stock that Defendants were selling.

67. For the first step, Farber bought County Line stock in the accounts of three of his 

associates. This created the appearance that independent investors were interested in purchasing 

County Line stock. 

68. Account Holder1, age 62, is a New York resident, former girlfriend, longtime 

friend, and roommate of Farber’s. She gave Farber access to her online brokerage account 

during the Relevant Period and he used her brokerage account to buy and sell County Line stock. 

69. Account Holder2, age 30, is a New York resident and Farber’s current girlfriend. 

She gave Farber access to her online brokerage account during the Relevant Period and he used 

her brokerage account to buy and sell County Line stock. 

70. Account Holder3, age 64, is a Washington State resident and longtime associate 

of Farber’s. He gave Farber access to his online brokerage account during the Relevant Period

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 18 of 32
19

and Farber used Account Holder3’s brokerage account to buy and sell County Line stock. 

71. Not only did Farber use the accounts of Account Holder1, Account Holder2, and 

Account Holder3 (together the “Farber Controlled Accounts”) to trade County Line, he used the 

Farber Controlled Accounts to trade in the stock of five other penny stock companies. 

72. During early June 2018, Jamani transferred 0985358’s 1.35 million shares of 

County Line to an offshore entity that held those shares on behalf of the Defendants. The entity 

transferred those shares, now in its name, to an offshore brokerage firm (“Firm”) that had the 

ability to sell them on the public market. About a week later, Firm began to sell those shares. 

The proceeds of the sales were then sent back to 0985358.

73. On June 15, 2018, after there was no trading activity for the prior 16 days, Farber 

used the Farber Controlled Accounts to buy County Line stock. The purchases in the Farber 

Controlled Accounts constituted 84% of all purchases on June 15, 2018. 

74. On the same day, Jamani, on behalf of Defendants, caused 7,436 County Line 

shares to be sold through Firm, which constituted 94% of the sell side. Jamani and Farber were 

effectively controlling both the buy and sell sides of the public market for County Line shares. 

In other words, they were effectively selling to themselves. 

75. The chart below illustrates the lack of any market activity from January 4, 2018,

following the reverse split, to June 15, 2018, during which time a total of 4,592 County Line 

shares were traded over a total of 19 days. The chart also shows Jamani and Farber’s 

coordinated buy and sell activity starting on June 15, 2018. As of that date, Defendants held 

approximately 96% of the shares available to sell to the public. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 19 of 32
20

76. In addition to selling through Firm, Defendants also transferred their County Line 

shares to an offshore intermediary that ultimately transferred the shares to another offshore 

brokerage firm which sold them to the public on behalf of Defendants. 

77. Farber’s use of the Farber Controlled Accounts to purchase County Line stock 

created the appearance of genuine market activity. 

County Line Market Trading Activity From the Stock Split on January 4, 2018 Through June 29, 2018

County Line 

Trade Date

 Total Market 

Volume 

 Shares Bought by 

Farber Controlled 

Accounts 

 Farber Controlled 

Accounts % of BuySide Volume  Shares Sold by 

Defendants 

 Defendants % of SellSide Volume 

2/7/2018 45 0% - 0%

2/15/2018 455 - 0% - 0%

2/16/2018 215 - 0% - 0%

2/23/2018 122 - 0% - 0%

2/27/2018 283 - 0% - 0%

3/2/2018 300 - 0% - 0%

3/14/2018 100 - 0% - 0%

3/16/2018 100 - 0% - 0%

4/5/2018 290 - 0% - 0%

4/6/2018 465 - 0% - 0%

4/11/2018 150 - 0% - 0%

4/13/2018 120 - 0% - 0%

4/20/2018 100 - 0% - 0%

4/30/2018 100 - 0% - 0%

5/3/2018 100 - 0% - 0%

5/7/2018 511 - 0% - 0%

5/24/2018 100 - 0% - 0%

5/29/2018 1,036 - 0% - 0%

6/15/2018 7,944 6,660 84% (7,436) 94%

6/18/2018 14,502 13,050 90% (14,500) 100%

6/19/2018 34,088 17,750 52% 0 0%

6/20/2018 1,500 1,000 67% (1,500) 100%

6/22/2018 2,000 1,000 50% (2,000) 100%

6/25/2018 502 - 0% 0 0%

6/26/2018 23,399 4,400 19% (18,734) 80%

6/27/2018 5,300 4,900 92% 0 0%

6/28/2018 11,826 3,223 27% (5,240) 44%

6/29/2018 4,234 1,028 24% (2,300) 54%

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 20 of 32
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78. In addition to buying and selling County Line stock in the public market through 

the Farber Controlled Accounts, Defendants also used Account Holder3 to nominally purchase 

County Line shares in a private transaction. 

79. On April 17, 2018, Keasberry’s Black Ridge wired Account Holder3 five 

thousand dollars. On June 6, 2018, Keasberry sent Account Holder3 wire instructions to send 

back five thousand dollars to Black Ridge for the purchase of a County Line note which Account 

Holder3 would then convert into shares. Keasberry also sent Account Holder3 instructions and 

the form to send to CEO2 to convert that note into shares of County Line. 

80. The next day, Keasberry emailed Account Holder3 the paperwork required to 

have the shares from the note conversion issued without a restriction on resale of those shares. 

Keasberry told Account Holder3 to email the documents to the attorney Jamani had used for his 

legal opinions so Account Holder3 could get a legal opinion for his shares. Keasberry instructed 

Account Holder3 to include his “proof of payment of the $5,000 to Black Ridge Holdings.” Less 

than two weeks later, the attorney emailed Account Holder3 the opinion letter. Account Holder3 

forwarded that email to Jamani and Farber. 

81. On June 27, 2018, Jamani emailed Account Holder3 attaching the purchase and 

sale agreement of the County Line note. Jamani wrote that he did not have a signed copy and 

needed it so that he could transfer the stock. Account Holder3 promptly replied attaching the 

signed agreement. 

82. Farber and Jamani knew or were reckless in not knowing that the stock sold 

through Firm and purchased using the Farber Controlled Accounts created actual or apparent 

active trading.

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 21 of 32
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83. Defendants used the trading described above to induce retail investors to purchase 

County Line stock. 

The Defendants’ Digital Promotion of County Line Stock

84. During the month that Defendants were creating the appearance of genuine 

market activity by dominating the buy and sell sides of County Line stock, County Line also 

issued two press releases. Prior to June 26, 2018, the last press release the company had issued 

was five years earlier.

85. Issuing press releases allowed stock promoters paid by Defendants to generate 

interest in County Line stock by treating the press releases as significant news events even when 

they merely reflected changes in personnel. 

86. The digital promotional campaigns came in waves. First, between July 2018 and 

January 2019, Defendants paid for at least 49 emails to be sent to thousands of potential 

investors, through listservs run by paid stock promoters. During that time, Defendants sold 

nearly 5 million shares of County Line stock making over $3 million in profits. Next, from 

September 2019 to November 2019, Defendants paid for at least another 32 promotional emails 

and sold over 2.6 million shares of County Line stock for profits of over $700,000. Finally, from 

February 2020 to May 2020, Defendants funded at least 62 additional County Line promotional 

emails and sold nearly 4 million shares for a profit of over $400,000. 

87. The chart below shows the price of County Line stock and the total volume of 

shares transacted in the public market during the second promotional campaign funded by 

Defendants.

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 22 of 32
23

88. Many of the Defendants’ payments for promotional campaigns went to an entity, 

Promoter1, that marketed directly to investors, and engaged other promoters on behalf of 

Defendants. Promoter1 was run by a then friend of Farber’s, Associate2. Farber was 

Associate2’s point of contact regarding the County Line promotional campaign as well as other 

campaigns. Promoter1 ran campaigns to promote at least four penny stocks at Farber’s request 

and received payments from Blue Diamond, Wexford, 0985358, and Black Ridge for those 

campaigns. Associate2 believed that the companies who made the payments were either 

Farber’s directly or his through a partnership. 

89. For the County Line campaign, the emails paid for by Defendants tried to 

persuade recipients to buy County Line stock. For example, on September 24, 2019, “Penny 

Stock Locks” sent out an email, subject: “CYLC Upgraded to Strong Buy. Low-Float + History 

of Monster Breakouts.” The email text stated: “CYLC’s chart is screaming bullish with 12-key 

indicators giving off buy signals.” The email then highlighted the low float, saying it was just 

“1.485M, which means there is just a little over $379K worth of shares available to the public for 

 0.02

 0.12

 0.22

 0.32

 0.42

 0.52

 0.62

 -

 200,000

 400,000

 600,000

 800,000

 1,000,000

 1,200,000

7/1/2019

7/15/20197/29/20198/12/20198/26/2019

9/9/2019

9/23/201910/7/2019

10/21/2019

11/4/2019

11/18/2019

12/2/2019

12/16/201912/30/2019

Daily Close Price

Market Volume Activity

County Line Energy - Price and Volume - 7/1/2019 - 12/31/2019

Market Volume Daily Close Price

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 23 of 32
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trading. Put this all together, and you may just have the perfect recipe for a monster breakout.” 

The email disclosed “We have been compensated ten thousand dollars by [Promoter1] to conduct 

investor relations advertising and marketing for CYLC.” 

90. Farber hired Promoter1 to promote County Line and at least two other penny

stocks for which Farber used the Farber Controlled Accounts to execute trades. From at least 

August 2017 to June 2019, Promoter1 was hired by Farber to, and did, distribute promotional 

emails to retail investors regarding those two other penny stocks. 

91. In addition to promoting County Line directly to investors, Promoter1 also 

engaged other promoters, including Promoter2, resulting in Promoter1 being identified in the 

disclaimers from those other promoters as the paying party, even though the funds for the 

promotions had been originally provided by Defendants. Other entities, like Promoter2, were 

likewise paid by Defendants and used as a middleman so that the disclosure identified that entity 

rather than the Defendants as the party paying to promote County Line.

92. A small portion of the County Line promotions identified Keasberry’s Blue 

Diamond as the paying party. This was incorrect—Blue Diamond did not pay for the County 

Line promotions. But Keasberry’s other entity, Black Ridge, did pay Promoter1 $160,000 

during the time Promoter1 was promoting County Line. Wexford and 0985358 also paid for 

Promoter1 for promotions over that same time frame. Importantly, potential investors would 

also have no way to connect Blue Diamond to County Line. Unlike Black Ridge, Wexford, and 

0985358, Blue Diamond was never disclosed by County Line as a “control person” in public 

filings. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 24 of 32
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93. Blue Diamond had been used by Keasberry to pay promoters to promote other 

stocks before the County Line campaign had begun. Between January and April 2018, 

Keasberry through Blue Diamond paid Promoter1 $259,000. 

94. The County Line promotions generally disclosed that the paying party, or County 

Line, or their affiliates “likely wish to liquidate shares of [County Line] at or near the time you 

receive this communication, which has the potential to hurt share prices,” but they failed to 

indicate that the paying party effectively controlled County Line and was in the midst of bulk 

selling the largest holding of freely tradable County Line stock. 

95. Defendants knew, or were reckless in not knowing, that the stock promoters that 

they directly and indirectly hired did not disclose that Defendants 1) were paying for the 

promotion; 2) were affiliates of County Line; and 3) controlled the float of County Line which 

they were actively selling into the promotion. Accordingly, Defendants knew or were reckless in 

not knowing that the information they were disseminating through their hired promoters was 

misleading and omitted key information. 

96. One such promotional email was sent by “Beat Penny Stocks” on September 25, 

2019, with the subject line: “[Subscriber Name], CYLC stock proves trading is NOT hard.” The 

email quoted from County Line press releases. And it stated in bold red text “CYLC is perhaps 

THE HOTTEST INVESTMENT OPPORTUNITY heading into Wednesday with an upside 

of 489% and you could be making a very costly mistake by ignoring it.” 

97. The email also disclosed that the promoter had received compensation from 

Promoter1 and that Promoter1, County Line, “or their affiliates likely wish to liquidate shares of 

the profiled company at or near the time you receive this communication, which has the potential 

to hurt share prices.” Not only was this disclaimer inaccurate— Defendants had in fact been 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 25 of 32
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selling shares to the very investors targeted by the promotion and continued to do so—it was 

invisible to potential investors. The disclosure was hidden from view because it was made in 

white text on a white background, making it unreadable without some manipulation by the 

recipient (who would not have known it was there). 

98. From September 4 to 24, 2019, Defendants sold 269,080 shares of County Line 

stock. In the following three days, after the above email was sent out, Defendants sold another

366,639 shares of County Line taking advantage of the interest generated by the promotions that 

they paid for. 

99. Along with paying for emails to promote County Line stock to retail investors, 

Farber also paid an individual to promote County Line stock on social media (“Promoter3”). 

Promoter3 ran chat rooms where she instructed other social media users on what to say to 

generate investor interest in County Line. Many of these messages went out on Twitter and bore 

no disclosures. 

100. Between June 26, 2018 and May 19, 2020, Defendants’ entities paid promoters 

$1,324,641.

101. Between July 7, 2018 and May 12, 2020, the promotional campaigns generated

enough demand for Defendants to sell nearly 13 million shares of County Line for total profits of 

over $4.7 million dollars. 

102. From June 15, 2018 through March 30, 2021, funds were distributed from 

Defendants’ entities to the following individuals and entities:

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 26 of 32
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The Defendants’ Unregistered Offers and Sales

103. Farber, Jamani, and Keasberry are County Line affiliates because of their roles in 

the management, funding, and operations of the company, and their control of the County Line 

stock float. Defendants offered and sold County Line stock. 

104. At the time that Defendants offered and sold County Line stock, there was no 

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

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

requirement applied.

FIRST CLAIM FOR RELIEF

FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES

(Violations of Section 10(b) of the Exchange Act and 

Rules 10b-5(a) and (c) thereunder by All Defendants)

105. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if

fully set forth here.

106. During the Relevant Period, the stock of County Line was a security under 

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 27 of 32
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107. Through the conduct described above, defendants Farber, Jamani, and Keasberry, 

directly or indirectly, in connection with the purchase or sale of securities, by the use of the 

means or instrumentalities of interstate commerce or of the mails, or of any facility of any 

national securities exchange, intentionally, knowingly or recklessly, (i) employed devices, 

schemes, or artifices to defraud; and (ii) engaged in acts, practices, or courses of business which 

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

of the securities.

108. Through the conduct described above, defendants Farber, Jamani, and Keasberry

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

§240.10b-5(a) and (c)] thereunder and will continue to violate those sections unless enjoined.

SECOND CLAIM FOR RELIEF

FRAUD IN THE OFFER OR SALE OF SECURITIES

(Violations of Sections 17(a)(1) and (3) of the Securities Act by All Defendants)

109. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as f 

fully set forth here.

110. During the Relevant Period, the stock of County Line was a security under 

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

111. Through the conduct described above, defendants Farber, Jamani, and Keasberry, 

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

interstate commerce or of the mails, directly or indirectly, (i) acting intentionally, knowingly, or 

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

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

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

sellers of the securities. 

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 28 of 32
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112. Through the conduct described above, defendants Farber, Jamani, and Keasberry 

violated Securities Act Sections 17(a)(1) and (3) [15 U.S.C. §77q(a)(1) and (3)] and will 

continue to violate those sections unless enjoined.

THIRD CLAIM FOR RELIEF

MARKET MANIPULATION

(Violations of Sections 9(a)(2) of the Exchange Act by Farber and Jamani)

113. Paragraphs 1 through 104 above are re-alleged and incorporated by 

reference as if fully set forth here.

114. Through the conduct described above, defendants Farber and Jamani, 

directly or indirectly, by use of the mails or any means or instrumentality of interstate 

commerce, or of any facility of any national securities exchange, effected, alone or with one 

or more other persons, a series of transactions in a security that was not a government 

security, that created actual or apparent active trading in that security, or raised or depressed 

the price of that security, for the purpose of inducing the purchase or sale of that security by 

others. This conduct included Farber’s and Jamani’s acts of engaging in and arranging for 

securities transactions that affected the volume and prices of that security for the purpose of 

inducing the purchase or sale of that security by others.

115. Farber and Jamani acted with the intent to induce trading by others. 

116. Through the conduct described above, defendants Farber and Jamani violated 

Exchange Act Section 9(a)(2) [15 U.S.C. §78i(a)(2)] and will continue to violate those sections 

unless enjoined.

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 29 of 32
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FOURTH CLAIM FOR RELIEF

UNREGISTERED OFFERINGS OF SECURITIES

(Violations of Sections 5(a) and 5(c) of the Securities Act by All Defendants)

117. Paragraphs 1 through 104 above are re-alleged and incorporated by reference as if 

fully set forth here.

118. During the Relevant Period, the stock of County Line was a security under 

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

119. Through the conduct described above, defendants Farber, Jamani, and Keasberry, 

directly or indirectly: (i) used the means or instruments of transportation or communication in 

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

otherwise, securities as to which no registration statement has been in effect and for which no 

exemption from registration has been available; and/or (ii) used the means or instruments of 

transportation or communication in interstate commerce or of the mails to offer to sell, through 

the use or medium of a prospectus or otherwise, securities as to which no registration statement 

has been filed and for which no exemption from registration has been available.

120. As a result, defendants Farber, Jamani, and Keasberry violated Sections 5(a) and 

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

unless enjoined. 

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that this Court:

A. Permanently restrain defendants Farber, Jamani, and Keasberry, their officers, 

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

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 30 of 32
31

violating Sections 5 and 17(a) of the Securities Act [15 U.S.C. §§ 77e, 77q], and Section 10(b) of 

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

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

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

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

Section 9(a) of the Exchange Act [15 U.S.C. § 78i(a)];

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

obtained through the unlawful conduct alleged in this Complaint;

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

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

§ 78u(d)(3)]; 

D. Enter an order barring the Defendants from participating in any offering of a 

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

Exchange Act [15 U.S.C. § 78u(d)];

E. Enter an order barring the Defendants from acting as officers or directors of any 

issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 

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

[15 U.SC. § 78o(d)];

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

orders and decrees that may be entered; and 

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 31 of 32
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JURY DEMAND

The Commission demands a jury for all claims so triable.

DATED this 12th day of January, 2024.

Respectfully submitted,

s/ Nita K. Klunder________

Nita K. Klunder 

Marc Jones*

Attorneys for the Plaintiff

SECURITIES AND EXCHANGE COMMISSION

Boston Regional Office 

33 Arch Street, 24th Floor

Boston, MA 02110

617-573-8822 (Nita Klunder)

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

Case 1:24-cv-00273 Document 1 Filed 01/12/24 Page 32 of 32