UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

CASE NO. 1:20-CV-21254-BLOOM/LOUIS

SECURITIES AND EXCHANGE 

COMMISSION,

Plaintiff,

v.

JUSTIN W. KEENER D/B/A JMJ FINANCIAL,

Defendant.

DEFENDANT’S ANSWER AND AFFIRMATIVE DEFENSES 

TO THE SECURITIES AND EXCHANGE COMMISSION’S COMPLAINT

Defendant Justin W. Keener d/b/a JMJ Financial (“Defendant” or “Mr. Keener” or “JMJ 

Financial”), by and through undersigned counsel, hereby files its Answer and Affirmative 

Defenses to the Securities and Exchange Commission’s (“SEC” or “Plaintiff”) Complaint [ECF 

No. 1]. 

SUMMARY

1. Defendant denies the allegations in Paragraph 1, except admits that he invested in 

microcap companies and liquidated billions of shares of common stock during the Relevant 

Period. To the extent Paragraph 1 contains conclusions of law, no response is required.

2. Defendant denies the allegations in Paragraph 2, except admits that he invested in 

microcap companies through convertible notes, which have, at times, in part or in whole been 

converted into stock, some of which was subsequently liquidated. Defendant further admits that 

he converted more than 100 such notes from more than 100 different microcap issuers during the 

Relevant Period. To the extent Paragraph 2 contains conclusions of law, no response is required.

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3. Paragraph 3 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

4. Paragraph 4 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

DEFENDANT

5. Defendant denies the allegations in Paragraph 5, except admits the following: Mr. Keener 

resides in Puerto Rico; Mr. Keener was 45 years old at the time the SEC filed its Complaint; Mr. 

Keener registered the name “JMJ Financial” in Florida in 2008; Mr. Keener at one point during 

the Relevant Period employed as many as twenty people; and Defendant has never registered as 

a securities dealer with the SEC. Defendant further states that the FINRA decision referred to in 

the final sentence of Paragraph 5 speaks for itself.

JURISDICTION AND VENUE

6. Paragraph 6 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

7. Paragraph 7 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

FACTUAL ALLEGATIONS

8. Defendant denies the allegations in Paragraph 8, except admits that during the Relevant 

Period he invested in convertible notes which have, at times, in part or in whole been converted 

into stock and subsequently liquidated into the market, after the notes were held for six months 

or more. Defendant further admits that during the Relevant Period he liquidated billions of 

shares. To the extent Paragraph 8 contains conclusions of law, no response is required.

9. Defendant denies the allegations in Paragraph 9, except admits that he negotiated the 

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terms of the convertible notes and signed contracts to memorialize the investments he made into 

issuers. 

10. Defendant denies the allegations in Paragraph 10, except admits to hiring employees, 

who attended conferences, some of which were attended by microcap companies among other 

attendees. Defendant also admits that he has sponsored some of these conferences. Defendant 

further admits to operating a website for JMJ Financial, and states that the website speaks for 

itself. Defendant further states that the Complaint mischaracterizes the PowerPoint presentations 

referenced in the last sentence of Paragraph 10 and those PowerPoint presentations speak for 

themselves.

11. Defendant denies the allegations in Paragraph 11. To the extent Paragraph 11 contains 

conclusions of law, no response is required.

12. Defendant denies the allegations in Paragraph 12, except admits that he submitted 

conversion notices to issuers, and obtained attorney opinion letters. To the extent Paragraph 12 

contains conclusions of law, no response is required.

13. Defendant denies the allegations in Paragraph 13, except admits that he used the 

telephone or internet to liquidate shares. The convertible notes speak for themselves. To the 

extent Paragraph 13 contains conclusions of law, no response is required.

14. Defendant denies the allegations in Paragraph 14.

15. Defendant denies the allegations in Paragraph 15.

a. Lithium Exploration Group, Inc. (“LEXG”)

i. Defendant denies the allegations in Paragraph 15(a)(i), except admits 

that Defendant invested in a convertible note from LEXG on February 13, 2013 and made the 

following investments into LEXG:

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• $100,000 on February 13, 2013

• $50,000 on April 24, 2013

• $50,000 on June 5, 2013

• $50,000 on June 27, 2013

• $75,000 on August 14, 2013

• $100,000 on December 9, 2013

• $50,000 on February 20, 2014

• $200,000 on April 16, 2014

ii. Defendant denies the allegations in Paragraph 15(a)(ii), except admits that 

he submitted 14 conversion notices to LEXG between April 20, 2015 and May 10, 2016 and 

liquidated 344,744,000 shares of common stock of LEXG.

iii. Defendant denies the allegations in Paragraph 15(a)(iii) and states that the 

convertible note speaks for itself.

iv. Defendant denies the allegations in Paragraph 15(a)(iv).

b. ERHC Energy, Inc. (“ERHC”)

i. Defendant denies the allegations in Paragraph 15(b)(i), except admits that 

he invested in a convertible note from ERHC on April 16, 2014 and made the following 

investments into ERHC:

• $100,000 on April 16, 2014

• $50,000 on September 4, 2014

• $50,000 on October 22, 2014

• $50,000 on March 10, 2016

ii. Defendant denies the allegations in Paragraph 15(b)(ii), except admits that 

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he submitted 22 conversion notices to ERHC between January 2, 2015 and December 21, 2016 

and liquidated 438,698,078 shares of common stock of ERHC. 

iii. Defendant denies the allegations in Paragraph 15(b)(iii) and states that the 

convertible note speaks for itself.

iv. Defendant denies the allegations in Paragraph 15(b)(iv).

c. Accelera Innovations, Inc. (“ACNV”)

i. Defendant denies the allegations in Paragraph 15(c)(i), except admits that 

Defendant invested in a convertible note from ACNV on September 2, 2015 and made the 

following investments into ACNV:

• $50,000 on September 2, 2015

• $25,000 on March 10, 2016

ii. Defendant denies the allegations in Paragraph 15(c)(ii), except admits that 

he submitted 14 conversion notices to ACNV between March 2, 2016 and January 12, 2017 and 

liquidated 28,091,729 shares of common stock of ACNV.

iii. Defendant denies the allegations in Paragraph 15(c)(iii) and states that the 

convertible note speaks for itself.

iv. Defendant denies the allegations in Paragraph 15(c)(iv).

16. Defendant denies the allegations in Paragraph 16, except admits that he invested in 

microcap companies and liquidated billions of shares during the Relevant Period. 

17. Paragraph 17 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

18. Defendant denies the allegations in Paragraph 18, except admits that he invested in 

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microcap companies through convertible notes which have, at times, been converted into stock, 

some of which was subsequently liquidated. Defendant further admits that he used email or the 

telephone to negotiate or make investments. 

19. Defendant admits the allegations in Paragraph 19.

20. Paragraph 20 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

21. Paragraph 21 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations.

22. Paragraph 22 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations.

CAUSE OF ACTION

(Alleged Violation of Section 15(a)(1) of the Exchange Act, 15 U.S.C. § 78o(a)(1))

23. Defendant repeats and re-responds to every allegation by reference to each and every 

response to paragraphs 1-22 above as if they were fully set forth herein.

24. Paragraph 24 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations. 

25. Paragraph 25 contains conclusions of law to which no response is required. To the extent

a response is required, Defendant denies the allegations. 

26. Paragraph 26 contains conclusions of law to which no response is required. To the extent 

a response is required, Defendant denies the allegations.

RELIEF REQUESTED

Defendant denies that the SEC is entitled to any of the relief sought in the Complaint, 

including the relief identified in this section.

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AFFIRMATIVE DEFENSES

Defendant states the following affirmative and other defenses, without admitting any 

allegation not otherwise admitted and without assuming any burden of proving any fact that is 

otherwise Plaintiff’s burden to prove. 

FIRST AFFIRMATIVE DEFENSE

Defendant hereby relies on and reasserts all defenses contained in his prior motions in

this action, including the Motion to Dismiss Defendant previously filed. 

SECOND AFFIRMATIVE DEFENSE

The Complaint fails to state a claim upon which relief can be granted.

THIRD AFFIRMATIVE DEFENSE

The Complaint is barred by due process, in whole or in part, where Defendant had no fair 

notice that his conduct could be unlawful. 

FOURTH AFFIRMATIVE DEFENSE

The Complaint is estopped, in whole or in part, from asserting claims inconsistent with 

the SEC’s own published guidance and no-action letters.

FIFTH AFFIRMATIVE DEFENSE

The Complaint is barred, in whole or in part, by the applicable statute of limitations.

SIXTH AFFIRMATIVE DEFENSE

The Complaint is barred, in whole or in part, where Defendant acted on the advice 

of counsel. 

SEVENTH AFFIRMATIVE DEFENSE

The SEC’s injunctive relief claim is barred by a failure to allege a reasonable likelihood 

that Defendant will violate the securities laws in the future.

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EIGHTH AFFIRMATIVE DEFENSE

The SEC’s requested disgorgement award is barred by a failure to allege any victims and 

by a failure to limit the award to Defendant’s net profits. See Liu v. SEC, 140 S. Ct. 1936 (2020). 

NINTH AFFIRMATIVE DEFENSE

The SEC is not entitled to a penny stock bar under the Exchange Act of 1934.

TENTH AFFIRMATIVE DEFENSE

The SEC is not entitled to civil penalties for the conduct alleged by the Complaint.

RESERVATION

Defendant reserves the right to amend this Answer up to, and through, the time of trial to 

assert any additional affirmative defenses set forth in or permitted by Federal Rule of Civil 

Procedure 8, when and if, during the course of its investigation, discovery, or preparation for 

trial, it becomes appropriate to assert such affirmative defenses. 

Dated: August 27, 2020 Respectfully submitted,

GREENBERG TRAURIG LLP

/s/ Benjamin G. Greenberg

Benjamin G. Greenberg 

Florida Bar No. 192732

333 SE 2nd Avenue Suite 4400

Miami, FL 33131

Telephone: (305) 579-0850

Facsimile: (305) 579-0717

greenbergb@gtlaw.com

RASKIN & RASKIN, P.A.

Jane Serene Raskin

Florida Bar No. 848689

201 Alhambra Circle Suite 1050

Coral Gables, Fl. 33134

Telephone: (305) 444-3400

jraskin@raskinlaw.com

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-andBUCKLEY LLP

Christopher F. Regan (pro hac vice)

Veena Viswanatha (pro hac vice)

2001 M Street NW, Suite 500

Washington, DC 20036

Telephone: (202) 349-8000

Facsimile: (202) 349-8080

cregan@buckleyfirm.com

vviswanatha@buckleyfirm.com

Counsel for Defendant Justin W. Keener

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CERTIFICATE OF SERVICE

I hereby certify that I have this day served via ECF a true and correct copy of the 

foregoing document to the following:

Joshua E. Braunstein (Special Bar No. A5502640)

Antony Richard Petrilla (Special Bar No. A5502641)

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

100 F Street NE

Washington, DC 20549

Telephone: (202) 551-8470

Braunsteinj@sec.gov

Attorneys for Plaintiff 

Securities and Exchange Commission 

This, the 27h day of August, 2020

/s/ Benjamin G. Greenberg

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