UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10624 / April 1, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19127

In the Matter of

MUTUAL COIN FUND LLC

and 

USMAN MAJEED,

Respondents.

ORDER INSTITUTING CEASE-AND-DESIST 

PROCEEDINGS PURSUANT TO SECTION 

8A OF THE SECURITIES ACT OF 1933, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER

I.

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

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) against Mutual Coin Fund LLC and Usman Majeed 

(“Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers 

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

purpose of these proceedings and any other proceeding 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 them and the subject matter of 

these proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.
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III.

On the basis of this Order and Respondents’ Offers, the Commission finds that:

Respondents

1. Mutual Coin Fund LLC (“MCF”) is a Wyoming limited liability company with 

its principal place of business in Saginaw, Michigan. MCF has never been registered with the 

Commission in any capacity.

2. Usman Majeed (“Majeed”), age 27, is the founder, sole principal, and sole owner

of MCF. Majeed resides in Saginaw, Michigan. Majeed has never been registered with the 

Commission in any capacity or associated with any registrant.

Other Relevant Entity

3. Mutual Coin Fund LP (“Fund”) is a Delaware limited partnership with its 

principal place of business in Saginaw, Michigan. MCF is the Fund’s general partner and 

investment manager.

Facts

4. Respondents formed the Fund in 2017 for the purpose of investing in certain 

assets. Respondents filed a Form D Notice of Exempt Offering of Securities with the 

Commission on November 21, 2017. Before the Fund’s founding, Majeed had not worked in the 

securities industry.

5. From August 1, 2017 through May 1, 2018 (the “Relevant Period”), Respondents 

raised approximately $567,000 from 15 individual investors, residing in at least five states and in 

Canada. Through this offering, the investors purchased limited partnership interests in the Fund 

pursuant to a private placement memorandum (“PPM”) that, among other things, described the 

investment objective and strategy, disclosed various risk factors, and allowed periodic 

redemptions of the investors’ capital. In exchange, the investors were entitled to a pro rata share 

of any profits derived from the Fund’s investments. At least one investor in the Fund was nonaccredited.

6. Respondents controlled and directed the investment of the Fund’s assets

consistent with the terms of the PPM. Pursuant to the PPM, MCF earned management fees from 

the Fund and was entitled to incentive fees based on the Fund’s investment performance. As of 

February 28, 2019, the value of the Fund’s investments has declined to approximately $223,000, 

an unrealized loss of 62%. Respondents also engaged counsel to provide privileged advice on 

regulatory compliance matters in connection with launching the Fund.

7. Respondents did not have pre-existing, substantive relationships with a number of 

the Fund’s investors and engaged in a general solicitation of public interest in the offering 

through MCF’s website and traditional media interviews.
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8. MCF did not file or cause to be filed a registration statement with the 

Commission, and no exemption from registration was available during the Relevant Period.

9. During the Relevant Period, in communications with actual and potential 

investors—some of whom ultimately invested in the Fund—Respondents misrepresented the 

amount of money raised by the Fund and the size of other investors’ actual and prospective 

investments in the Fund. Respondents failed to take reasonable steps as to the accuracy of these 

statements before disseminating them to actual and potential investors.

Violations

10. As a result of the conduct described above, Respondents violated Section 5(a) of 

the Securities Act, which prohibits the sale of securities through interstate commerce or the 

mails, unless a registration statement is in effect, and Section 5(c) of the Securities Act, which 

prohibits the offer to sell any security through interstate commerce or the mails, unless a 

registration statement has been filed as to such security with the Commission.

11. As a result of the conduct described above, Respondents violated Section 17(a)(2) 

of the Securities Act, which prohibits any person in the offer or sale of securities from obtaining 

money or property by means of any untrue statement of material fact or any omission to state a 

material fact necessary in order to make the statements made not misleading.

Inability to Pay

12. Respondent Majeed has submitted a sworn Statement of Financial Condition 

dated September 10, 2018 and other evidence and has asserted his inability to pay a civil penalty.

Undertakings

13. Relinquish Accrued Fees. Respondents hereby relinquish their right to withdraw 

any and all management fees and incentive fees earned from the Fund’s inception through the 

date of this Order.

14. Notice to Investors. Within 30 days of the entry of this Order, Respondents shall 

provide a copy of the Order to each of the Fund’s investors via mail, email, or such other method 

not unacceptable to the Commission staff.

15. Certification of Compliance. Respondents shall certify, in writing, compliance 

with the undertakings set forth above. The certification shall identify the undertakings, provide 

written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient 

to demonstrate compliance. The Commission staff may make reasonable requests for further 

evidence of compliance, and Respondents agree to provide such evidence. The certification and 

supporting material shall be submitted to Adam S. Aderton, Assistant Director, Asset 

Management Unit, Division of Enforcement, Securities and Exchange Commission, 100 F Street, 

NE, Washington, DC 20549-5012, or such other address as the Commission staff may provide, 

with a copy to the Office of Chief Counsel of the Enforcement Division, no later than 60 days 

from the date of the completion of the undertakings.
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IV.

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

agreed to in Respondents’ Offers.

Accordingly, pursuant to Section 8A of the Securities Act, it is hereby ORDERED that:

A. Respondents MCF and Majeed cease and desist from committing or causing any 

violations and any future violations of Sections 5(a), 5(c), and 17(a)(2) of the Securities Act.

B. Respondents MCF and Majeed are jointly and severally liable for, and shall pay, 

disgorgement in the amount of $10,000, representing management fees earned since the Fund’s 

inception. This payment obligation shall be deemed satisfied by fulfillment of the undertaking in 

Paragraph 13 above.

C. Based upon Majeed’s sworn representations in his Statement of Financial 

Condition dated September 10, 2018 and other documents submitted to the Commission, the 

Commission is not imposing a penalty.

D. Respondents shall comply with the undertakings enumerated in Paragraphs 14 and 

15 above.

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 Majeed, and further, any debt for disgorgement, prejudgment interest, 

civil penalty, or other amounts due by Respondent Majeed 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 Majeed 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.

Vanessa A. Countryman

Acting Secretary