UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9729 / February 20, 2015

SECURITIES EXCHANGE ACT OF 1934

Release No. 74347 / February 20, 2015

INVESTMENT COMPANT ACT OF 1940

Release No. 31463 / February 20, 2015

ADMINISTRATIVE PROCEEDING

File No. 3-16398

In the Matter of

SANDRA DYCHE, 

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTIONS 

15(b) AND 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, AND SECTION 

9(b) OF THE INVESTMENT COMPANY 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Sections 15(b) 

and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), and Section 9(b) of the 

Investment Company Act of 1940 (“Investment Company Act”) against Sandra Dyche (“Dyche” 

or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over her and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Administrative and Cease-And-Desist Proceedings Pursuant to 
2

Section 8A of the Securities Act of 1933, Sections 15(b) and 21C of the Securities Exchange Act

of 1934, and Section 9(b) of the Investment Company Act of 1940, Making Findings, and 

Imposing Remedial Sanctions and a Cease-And-Desist Order (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

SUMMARY

1. This case involves the misappropriation of investor funds by Premiere Power, LLC 

(“Premiere”) CEO John Jankovic, Chairman Jerry Jankovic, and board member Sandra Dyche. 

The Jankovics formed Premiere in 2009 to pursue energy-related projects on Native American 

land. Soon after Premiere’s inception, Dyche and the Jankovics agreed that Dyche would use 

approximately half the funds raised from investors for use in connection with an unrelated lawsuit 

against Jerry Jankovic and Dyche. As a result of this agreement, Dyche diverted $1 million out of 

a total of $1.95 million she raised for Premiere. The Premiere offering materials Dyche used to 

solicit investments failed to disclose that approximately half of the money raised would be diverted 

to unrelated third parties and would not be available to Premiere.

RESPONDENT

2. Sandra Dyche, age 62, is a resident of New York, New York. During the relevant 

period, Dyche was a Premiere board member and also raised funds for Premiere. 

OTHER RELEVANT ENTITIES AND PERSONS

3. Premiere Power, LLC is a Delaware limited liability company with its principal 

place of business in Las Vegas, Nevada. Since its formation by Jerry and John Jankovic in 2009, 

Premiere’s business plan has been to develop power plants in the central and southwestern United 

States. Premiere ran out of cash in 2011.

4. John Jankovic, age 39, is a resident of Irvine, California. He served as Premiere’s 

CEO and director from the company’s formation until the summer of 2011. John Jankovic has an 

MBA from the University of Michigan. The Commission has charged John Jankovic for his role 

in the misconduct described in this Order.

5. Jerry Jankovic, age 73, and father of John Jankovic, is a resident of Tulsa, 

Oklahoma. At all relevant times, he served as Chairman of Premiere’s Board and voting majority 

member and since 2011 has also been its CEO. He previously reached a settlement with the 

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
3

British Columbia Securities Commission after failing to disclose that he was using prospectus 

funds from an unsuccessful Canadian corporation to develop a different American corporation. 

The Commission has charged Jerry Jankovic for his role in the misconduct described in this Order.

FACTS

Jerry Jankovic’s and Dyche’s History of Misappropriating Investor Funds

6. In December 2006, two investors sued Jerry Jankovic and Dyche in connection 

with their investment in an energy company Jerry Jankovic and Dyche formed in 2001 (the “2001 

venture”). Among other things, the investors alleged that Jerry Jankovic and Dyche fraudulently 

induced them to purchase shares by representing that the proceeds would be used to build a power 

plant and casino on Native American land (neither of which ever broke ground). The investors 

claimed — in a striking parallel to the current allegations involving Premiere — that Jerry 

Jankovic and Dyche instead diverted about half of their $1.2 million investment to Jerry Jankovic, 

who used the funds to settle a prior lawsuit. The prior suit had alleged that Jerry Jankovic had 

defrauded an investor in yet another company that was also supposedly pursuing power generation 

projects. 

7. The court entered a default judgment against Jerry Jankovic for the allegations 

related to the 2001 venture in August 2007. In 2012, the jury found that Dyche had knowingly or 

recklessly made false representations with the intent of securing their investment. The jury 

awarded the investors $1.2 million in rescission and $1.2 million in punitive damages.

The Jankovics Form Premiere Power

8. While the litigation related to the 2001 venture was proceeding, the Jankovics

formed Premiere in July 2009 to pursue energy-related opportunities, with its primary focus on 

building power plants on Native American land. At all relevant times, Jerry Jankovic was 

Premiere’s Chairman of the Board and voting majority member. Dyche was one of Premiere’s 

Board members. 

9. Premiere successfully negotiated an agreement with the Osage Nation in Oklahoma 

to build a power plant on Osage territory. However, Premiere failed to obtain the bank financing 

required for the project, which, like the 2001 venture, never broke ground. John Jankovic 

attributed this failure directly to Premiere’s inability to raise $2 million in interim financing, an 

amount he testified would have allowed Premiere to complete the steps necessary to obtain 

permanent financing. Premiere never earned any revenue and ran out of cash in 2011.

The Jankovics and Dyche Divert Investor Funds from Premiere

10. Among other materials in their non-public offering, Premiere used a “Preliminary 

Information Memorandum” and an accompanying “Term Sheet” to solicit investments. The PIM 

discusses two power plants Premiere planned to develop in Oklahoma. The Term Sheet includes 
4

the following disclosure regarding the use of offering proceeds: “the capital raised . . . will directly 

support due diligence fees, legal and contract fees, engineering and regulatory documents, nation 

credit ratings and any other expenses incurred to complete the financing of the [power plants].” 

None of the offering documents disclose that investments in Premiere may be used for anything 

other than Premiere business. 

11. Prior to raising any money, however, Jerry Jankovic, John Jankovic, and Dyche 

agreed that any investment would be “split,” with 52 percent going to Premiere and 48 percent

being “transferred” for use in connection with the lawsuit related to the 2001 venture. The intent 

of the split appears to have been for Dyche to provide the diverted funds to the investors in the 

2001 venture who had sued her and Jerry Jankovic.

12. Dyche, who was neither a registered broker nor affiliated with a registered broker, 

actively solicited investors for Premiere, described the investment to the investors, and 

subsequently took possession of customer funds. Premiere paid Dyche in Premiere shares based 

on the size of the investment she secured.

13. In December 2009, Dyche raised $1.5 million for Premiere from an investor. 

Dyche told the investor that her funds would be for Premiere and did not disclose the agreement 

with the Jankovics to divert funds away from Premiere. After arranging for $500,000 to be wired 

to Premiere, Dyche kept the remaining $1 million to use in connection with the litigation related to 

the 2001 venture. 

14. In January 2010, John Jankovic issued and Dyche provided the investor stock 

certificates and welcome letters that made it appear that her entire $1.5 million had been invested 

in Premiere. These documents were consistent with the investor’s executed subscription 

agreement, which Dyche had the investor sign and John Jankovic received on December 13, 2009. 

The subscription agreement reflected a $1.5 million Premiere investment and included wiring 

instructions to Premiere’s bank account.

15. The investor visited New York in December 2009 to meet with John Jankovic and 

Dyche. John Jankovic made a personal presentation to the investor and other potential Premiere 

investors. In these discussions, John Jankovic used a PowerPoint presentation that tracked the 

language in the offering materials. John Jankovic explained that investor funds raised would be for 

Premiere. Neither John Jankovic nor Dyche disclosed their plan to divert funds away from 

Premiere.

16. In addition to the $1.5 million, Dyche subsequently raised an additional $450,000 

from two investors, one of whom invested $300,000 after attending the December 2009 meeting in 

New York.2 The entirety of that $450,000 went to Premiere. However, no disclosures were made 

to any investors that Premiere’s principals were diverting funds away from the company.

 

2

Premiere’s offering was exempt from Section 5’s registration requirements because it was not “public,” and 

accordingly, was exempt under Securities Act Section 4(a)(2).
5

VIOLATIONS

17. As a result of the conduct described above, Dyche violated Securities Act Section 

17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder, which prohibit fraudulent 

conduct in connection with the offer or sale of securities and in connection with the purchase or 

sale of securities. Dyche also wilfully violated Exchange Act Section 15(a), which makes it 

unlawful for any “broker or dealer” to effect any securities transactions unless, in the case of a 

natural person, she is associated with a registered broker-dealer.

UNDERTAKINGS

18. Respondent has undertaken to forgo directly or indirectly soliciting or accepting 

funds from any person or entity in an unregistered offering of securities for a period of five years.

19. In connection with this action and any related judicial or administrative proceeding 

or investigation commenced by the Commission or to which the Commission is a party, 

Respondent (i) agrees to appear and be interviewed by Commission staff at such times and places 

as the staff requests upon reasonable notice; (ii) will accept service by mail or facsimile 

transmission of notices or subpoenas issued by the Commission for documents or testimony at 

depositions, hearings, or trials, or in connection with any related investigation by Commission 

staff; (iii) appoints Respondent’s undersigned attorney as agent to receive service of such notices 

and subpoenas; (iv) with respect to such notices and subpoenas, waives the territorial limits on 

service contained in Rule 45 of the Federal Rules of Civil Procedure and any applicable local rules, 

provided that the party requesting the testimony reimburses Respondent’s travel, lodging, and 

subsistence expenses at the then-prevailing U.S. Government per diem rates; and (v) consents to 

personal jurisdiction over Respondent in any United States District Court for purposes of enforcing 

any such subpoena.

In determining whether to accept the Offer, the Commission has considered these 

undertakings.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Dyche’s Offer.

Accordingly, pursuant to Section 8A of the Securities Act, Sections 15(b) and 21C of the 

Exchange Act, and Section 9(b) of the Investment Company Act, it is hereby ORDERED that:

A. Respondent Dyche cease and desist from committing or causing any violations and 

any future violations of Securities Act Section 17(a) and Exchange Act Sections 10(b) and 15(a) 

and Rule 10b-5 thereunder.

B. Respondent Dyche be, and hereby is:
6

1. barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical 

rating organization;

2. prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered 

investment company or affiliated person of such investment adviser, depositor, or principal 

underwriter; and

3. barred from participating in any offering of a penny stock, including: acting 

as a promoter, finder, consultant, agent or other person who engages in activities with a broker, 

dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or 

attempting to induce the purchase or sale of any penny stock

with the right to apply for reentry after five (5) years to the appropriate selfregulatory organization, or if there is none, to the Commission.

C. Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, the satisfaction of any or all of the 

following: (a) any disgorgement ordered against the Respondent, whether or not the Commission 

has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the 

conduct that served as the basis for the Commission order; (c) any self-regulatory organization 

arbitration award to a customer, whether or not related to the conduct that served as the basis for 

the Commission order; and (d) any restitution order by a self-regulatory organization, whether or 

not related to the conduct that served as the basis for the Commission order.

D. Respondent shall pay disgorgement of $1 million, which represents profits gained 

as a result of the conduct described herein, prejudgment interest of $164,000 and civil penalties of 

$250,000, to the Securities and Exchange Commission. Payment shall be made in equal 

installments of $353,500 according to the following schedule: (1) Within 14 days of the entry of 

this Order; (2) June 30, 2015; (3) September 30, 2015; and (4) December 31, 2015. If any 

payment is not made by the date the payment is required by this Order, the entire outstanding 

balance of disgorgement, prejudgment interest, and civil penalties, plus any additional interest 

accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717, shall be due and 

payable immediately, without further application. Payment must be made in one of the following 

ways: 

1. Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;
7

2. Respondent may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

3. Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and 

hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Dyche as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Stephen L. Cohen, Division of 

Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 20549.

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest, and penalties referenced in paragraph D

above. Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid 

as civil money penalties pursuant to this Order shall be treated as penalties paid to the government 

for all purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, she shall not argue that she is entitled to, 

nor shall she benefit by, offset or reduction of any award of compensatory damages by the amount 

of any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the 

court in any Related Investor Action grants such a Penalty Offset, Respondent agrees that she shall, 

within 30 days after entry of a final order granting the Penalty Offset, notify the Commission’s 

counsel in this action and pay the amount of the Penalty Offset to the Securities and Exchange 

Commission. Such a payment shall not be deemed an additional civil penalty and shall not be 

deemed to change the amount of the civil penalty imposed in this proceeding. For purposes of this 

paragraph, a “Related Investor Action” means a private damages action brought against 

Respondent by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Order instituted by the Commission in this proceeding.

F. Respondent shall comply with the undertaking enumerated in Paragraph 18 above.
8

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

By the Commission.

Brent J. Fields

Secretary