UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 9:20-cv-81205-RAR 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

COMPLETE BUSINESS SOLUTIONS GROUP, 

INC. d/b/a/ PAR FUNDING, et al., 

Defendants. 

____________________________________________/ 

DEFENDANT DEAN VAGNOZZI’S ANSWER AND AFFIRMATIVE DEFENSES TO 

SECURITIES AND EXCHANGE COMMISSION’S AMENDED COMPLAINT 

Defendant Dean Vagnozzi (“Defendant” or “Vagnozzi”), files this Answer and Affirmative 

Defenses to the Amended Complaint filed by Plaintiff Securities and Exchange Commission 

(“Plaintiff” or “SEC”), and states as follows: 

ANSWER

Defendant denies all allegations contained in the headings and all unnumbered paragraphs 

in the Amended Complaint. In response to the allegations in the specific numbered paragraphs in 

the Amended Complaint, Defendant answers the Amended Complaint as follows: 

1. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 1 of the Amended Complaint and, therefore, denies same. 

2. Defendant denies the allegations contained in the first sentence of paragraph 2 of 

the Amended Complaint. Additionally, Defendant is without sufficient knowledge to form a belief 

as to the truth of the allegations contained in the second sentence of paragraph 2 of the Amended 

Complaint and, therefore, denies same. 

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3. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 3 of the Amended Complaint and, therefore, denies same. 

4. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 4 of the Amended Complaint and, therefore, denies same. 

5. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 5 of the Amended Complaint and, therefore, denies same. 

6. Defendant denies the allegations contained in paragraph 6 of the Amended 

Complaint. 

7. Defendant only admits that he participated in the formation of ABFP Income Fund, 

LLC and ABFP Income Fund 2, L.P., which issued promissory notes or limited partnership 

interemainders to the purchasers thereof. Defendant denies the remainder of the allegations 

contained in the first sentence of paragraph 7 of the Amended Complaint. Further, Defendant is 

without sufficient knowledge to form a belief as to the truth of the allegations not concerning 

Defendant in the first sentence of paragraph 7 of the Amended Complaint and, therefore, denies 

same. Additionally, Defendant is without sufficient knowledge to form a belief as to the truth of 

the allegations contained in the remainder of paragraph 7 of the Amended Complaint and, 

therefore, denies same. 

8. Defendant denies the allegations contained in paragraph 8 of the Amended 

Complaint. 

9. Defendant denies the allegations contained in paragraph 9 of the Amended 

Complaint. 

10. Defendant denies the allegations contained in paragraph 10 of the Amended 

Complaint. 

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11. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 11 of the Amended Complaint and, therefore, denies same. 

12. Defendant only admits that the Pennsylvania Department of Banking and Securities 

Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant is 

without sufficient knowledge to form a belief as to the truth of the remainder of the allegations 

contained in paragraph 12 of the Amended Complaint and, therefore, denies same. 

13. Defendant only admits that the New Jersey Bureau of Securities Cease and Desist 

Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant is 

without sufficient knowledge to form a belief as to the truth of the remainder of the allegations 

contained in paragraph 13 of the Amended Complaint and, therefore, denies same. 

14. Defendant only admits that the Texas State Securities Board Cease and Desist 

Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant is 

without sufficient knowledge to form a belief as to the truth of the remainder of the allegations 

contained in paragraph 14 of the Amended Complaint and, therefore, denies same. 

15. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 15 of the Amended Complaint and, therefore, denies same. 

16. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 16 of the Amended Complaint and, therefore, denies same. 

17. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 17 of the Amended Complaint and, therefore, denies same. 

18. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 18 of the Amended Complaint and, therefore, denies same. 

19. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 19 of the Amended Complaint and, therefore, denies same. 

20. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 20 of the Amended Complaint and, therefore, denies same. 

21. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 21 of the Amended Complaint and, therefore, denies same. 

22. Defendant only admits that he lives in Pennsylvania, is the sole owner of ABFP and 

ABFP Management, held a Series 6 and 63 securities license, which have expired, and was 

associated with a FINRA-registered securities broker-dealer from February 2008 until February 

2009. However, Defendant denies the remainder of the allegations contained in paragraph 22 of 

the Amended Complaint. 

23. Defendant only admits that the Pennsylvania Department of Banking and Securities 

Settlement and the SEC Settlement speak for themselves; Defendant denies any inconsistent 

allegations. However, Defendant denies the remainder of the allegations contained in paragraph 

23 of the Amended Complaint. 

24. Defendant only admits that ABFP Management is a Delaware limited liability 

company that had offices in Pennsylvania. However, Defendant denies the remainder of the 

allegations contained in paragraph 24 of the Amended Complaint. 

25. Defendant only admits that ABFP is a limited liability company Defendant formed 

on November 12, 2020. Further, Defendant only admits that Defendant is the sole member of 

ABFP. However, Defendant denies the remainder of the allegations contained in paragraph 25 of 

the Amended Complaint. 

26. Defendant only admits that that the Texas Securities Board Emergency Cease and 

Desist Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant 

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denies the remainder of the allegations contained in paragraph 26 of the Amended Complaint. 

27. Defendant only admits that ABFP Income Fund is a Delaware limited liability 

company created on January 12, 2018, with a principal place of business in King of Prussia, 

Pennsylvania; Defendant denies any inconsistent allegations. However, Defendant denies the 

remainder of the allegations contained in paragraph 27 of the Amended Complaint. 

28. Defendant only admits that ABFP Income Fund 2 is a Delaware limited partnership 

formed in 2018, with its principal place of business in King of Prussia, Pennsylvania; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 28 of the Amended Complaint. 

29. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 29 of the Amended Complaint and, therefore, denies same. 

30. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 30 of the Amended Complaint and, therefore, denies same. 

31. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 31 of the Amended Complaint and, therefore, denies same. 

32. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 32 of the Amended Complaint and, therefore, denies same. 

33. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 33 of the Amended Complaint and, therefore, denies same. 

34. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 34 of the Amended Complaint and, therefore, denies same. 

35. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 35 of the Amended Complaint and, therefore, denies same. 

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36. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 36 of the Amended Complaint and, therefore, denies same. 

37. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 37 of the Amended Complaint and, therefore, denies same. 

38. Defendant denies the first sentence of allegations contained in paragraph 38 of the 

Amended Complaint. Additionally, Defendant is without sufficient knowledge to form a belief as 

to the truth of the allegations contained in the remainder of paragraph 38 of the Amended 

Complaint and, therefore, denies same. 

39. Defendant denies the allegations contained in paragraph 39 of the Amended 

Complaint. 

40. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 40 of the Amended Complaint and, therefore, denies same. 

41. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 41 of the Amended Complaint and, therefore, denies same. 

42. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 42 of the Amended Complaint and, therefore, denies same. 

43. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 43 of the Amended Complaint and, therefore, denies same. 

44. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 44 of the Amended Complaint and, therefore, denies same. 

45. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 45 of the Amended Complaint and, therefore, denies same. 

46. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 46 of the Amended Complaint and, therefore, denies same. 

47. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 47 of the Amended Complaint and, therefore, denies same. 

48. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 48 of the Amended Complaint and, therefore, denies same. 

49. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 49 of the Amended Complaint and, therefore, denies same. 

50. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 50 of the Amended Complaint and, therefore, denies same. 

51. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 51 of the Amended Complaint and, therefore, denies same. 

52. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 52 of the Amended Complaint and, therefore, denies same. 

53. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 53 of the Amended Complaint and, therefore, denies same. 

54. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 54 of the Amended Complaint and, therefore, denies same. 

55. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 55 of the Amended Complaint and, therefore, denies same. 

56. Defendant only admits that Defendant Vagnozzi had a Finders Agreement with Par 

Funding at one point in time. However, Defendant denies the remainder of the allegations 

contained in paragraph 56 of the Amended Complaint. 

57. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 57 of the Amended Complaint and, therefore, denies same. 

58. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 58 of the Amended Complaint and, therefore, denies same. 

59. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 59 of the Amended Complaint and, therefore, denies same. 

60. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 60 of the Amended Complaint and, therefore, denies same. 

61. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 61 of the Amended Complaint and, therefore, denies same. 

62. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 62 of the Amended Complaint and, therefore, denies same. 

63. Defendant denies the allegations contained in paragraph 63 of the Amended 

Complaint. 

64. Defendant only admits that, prior to January 2018, Defendant approached Par 

Funding to discuss the formation of “Agent Funds.” However, Defendant is without sufficient 

knowledge to form a belief as to the truth of the remainder of the allegations contained in paragraph 

64 of the Amended Complaint and, therefore, denies same 

65. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 65 of the Amended Complaint and, therefore, denies same. 

66. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 66 of the Amended Complaint and, therefore, denies same. 

67. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 67 of the Amended Complaint and, therefore, denies same. 

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68. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 68 of the Amended Complaint and, therefore, denies same. 

69. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 69 of the Amended Complaint and, therefore, denies same. 

70. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 70 of the Amended Complaint and, therefore, denies same. 

71. Defendant denies the allegations contained in paragraph 71 of the Amended 

Complaint. 

72. Defendant denies the allegations contained in paragraph 72 of the Amended 

Complaint. 

73. Defendant denies the allegations contained in paragraph 73 of the Amended 

Complaint. 

74. Defendant denies the allegations contained in paragraph 74 of the Amended 

Complaint. 

75. Defendant denies the allegations contained in paragraph 75 of the Amended 

Complaint. 

76. Defendant denies the allegations contained in paragraph 76 of the Amended 

Complaint. 

77. Defendant denies the allegations contained in paragraph 77 of the Amended 

Complaint. 

78. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 78 of the Amended Complaint and, therefore, denies same. 

79. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 79 of the Amended Complaint and, therefore, denies same. 

80. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 80 of the Amended Complaint and, therefore, denies same. 

81. Defendant only admits that ABFP Management earned revenue derived from 

interest payments made on the Par Funding Notes. However, Defendant is without sufficient 

knowledge to form a belief as to the truth of the remainder of the allegations contained in paragraph 

81 of the Amended Complaint and, therefore, denies same. 

82. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 82 of the Amended Complaint and, therefore, denies same. 

83. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 83 of the Amended Complaint and, therefore, denies same. 

84. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 84 of the Amended Complaint and, therefore, denies same. 

85. Defendant only admits that for certain funds, ABFP Management performed 

services as agreed to by a contract, and that the contracts speak for themselves. However, 

Defendant denies the remainder of the allegations contained in paragraph 85 of the Amended 

Complaint. 

86. Defendant only admits that ABFP Income Fund and ABFP Income Fund 2 offered 

and sold promissory notes. However, Defendant denies the remainder of the allegations contained 

in paragraph 86. 

87. Defendant admits the allegations contained in paragraph 87. 

88. Defendant only admits that the PPMs speak for themselves; Defendant denies any 

inconsistent allegations. However, Defendant denies the remainder of the allegations contained in 

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paragraph 88 of the Amended Complaint. 

89. Defendant only admits that the PPMs speak for themselves; Defendant denies any 

inconsistent allegations. However, Defendant denies the remainder of the allegations contained in 

paragraph 89 of the Amended Complaint. 

90. Defendant only admits that the PPMs speak for themselves; Defendant denies any 

inconsistent allegations. However, Defendant denies the remainder of the allegations contained in 

paragraph 90 of the Amended Complaint. 

91. Defendant only admits that promissory notes or limited partnership interests 

purchased were purchased in the names of the purchaser or by an IRA that such purchasers formed. 

However, Defendant denies the remainder of the allegations contained in paragraph 91 of the 

Amended Complaint. 

92. Defendant denies the allegations contained in paragraph 92 of the Amended 

Complaint. 

93. Defendant denies the allegations contained in paragraph 93 of the Amended 

Complaint. 

94. Defendant denies the allegations contained in paragraph 94 of the Amended 

Complaint. 

95. Defendant denies the allegations contained in paragraph 95 of the Amended 

Complaint. 

96. Defendant denies the allegations contained in paragraph 96 of the Amended 

Complaint. 

97. Defendant denies the allegations contained in paragraph 97 of the Amended 

Complaint. 

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98. Defendant only admits that the transcript of the referenced statement reads as 

quoted in this paragraph, but denies that it was made in that context. Additionally, Defendant 

denies the remainder of the allegations contained in paragraph 98 of the Amended Complaint. 

99. Defendant only admits that he introduced Abbonizio at the November 21, 2019, 

event referenced. However, Defendant denies the remainder of the allegations contained in 

paragraph 99 of the Amended Complaint. 

100. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 100 of the Amended Complaint and, therefore, denies same. 

101. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 101 of the Amended Complaint and, therefore, denies same. 

102. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 102 of the Amended Complaint and, therefore, denies same. 

103. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 103 of the Amended Complaint and, therefore, denies same. 

104. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 104 of the Amended Complaint and, therefore, denies same. 

105. Defendant denies the allegations contained in paragraph 105 of the Amended 

Complaint. 

106. Defendant denies the allegations contained in paragraph 106 of the Amended 

Complaint. 

107. Defendant denies the allegations contained in paragraph 107 of the Amended 

Complaint. 

108. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 108 of the Amended Complaint and, therefore, denies same. 

109. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 109 of the Amended Complaint and, therefore, denies same. 

110. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 110 of the Amended Complaint and, therefore, denies same. 

111. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 111 of the Amended Complaint and, therefore, denies same. 

112. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 112 of the Amended Complaint and, therefore, denies same. 

113. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 113 of the Amended Complaint and, therefore, denies same. 

114. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 114 of the Amended Complaint and, therefore, denies same. 

115. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 115 of the Amended Complaint and, therefore, denies same. 

116. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 116 of the Amended Complaint and, therefore, denies same. 

117. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 117 of the Amended Complaint and, therefore, denies same. 

118. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 118 of the Amended Complaint and, therefore, denies same. 

119. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 119 of the Amended Complaint and, therefore, denies same. 

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120. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 120 of the Amended Complaint and, therefore, denies same. 

121. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 121 of the Amended Complaint and, therefore, denies same. 

122. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 122 of the Amended Complaint and, therefore, denies same. 

123. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 123 of the Amended Complaint and, therefore, denies same. 

124. Defendant only admits that the referenced message speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 124 of the Amended Complaint. 

125. Defendant only admits that the referenced message speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 125 of the Amended Complaint. 

126. Defendant only admits that the referenced message speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 126 of the Amended Complaint. 

127. Defendant denies the allegations contained in paragraph 127 of the Amended 

Complaint. 

128. Defendant only admits that the referenced email speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 128 of the Amended Complaint. 

129. Defendant only admits that the referenced email speaks for itself; Defendant denies 

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any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 129 of the Amended Complaint. 

130. Defendant only admits that the referenced messages speak for themselves; 

Defendant denies any inconsistent allegations. However, Defendant denies the remainder of the 

allegations contained in paragraph 130 of the Amended Complaint. 

131. Defendant only admits that the referenced message speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 131 of the Amended Complaint. 

132. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 132 of the Amended Complaint and, therefore, denies same. 

133. Defendant only admits that the referenced video speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 133 of the Amended Complaint. 

134. Defendant only admits that the referenced video speaks for itself; Defendant denies 

any inconsistent allegations. Additionally, Defendant is without sufficient knowledge to form a 

belief as to the truth of the remainder of the allegations contained in paragraph 134 of the Amended 

Complaint and, therefore, denies same. 

135. Defendant only admits that the referenced video speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 135 of the Amended Complaint. 

136. Defendant only admits that the Exchange Offering materials and PPM speak for 

themselves; Defendant denies any inconsistent allegations. However, Defendant denies the 

remainder of the allegations contained in paragraph 136 of the Amended Complaint. 

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137. Defendant only admits that the referenced documents speak for themselves; 

Defendant denies any inconsistent allegations. However, Defendant denies the remainder of the 

allegations contained in paragraph 137 of the Amended Complaint. 

138. Defendant only admits that the referenced documents speaks for themselves; 

Defendant denies any inconsistent allegations. However, Defendant denies the remainder of the 

allegations contained in paragraph 138 of the Amended Complaint. 

139. Defendant denies the allegations contained in paragraph 139 of the Amended 

Complaint. 

140. Defendant denies the allegations contained in paragraph 140 of the Amended 

Complaint. 

141. Defendant only admits that certain persons accepted Exchange Notes, and that the 

Exchange Notes speak for themselves. However, Defendant denies the remainder of the allegations 

contained in paragraph 141 of the Amended Complaint. 

142. Defendant denies the allegations contained in paragraph 142 as it pertains to him. 

However, Defendant is without sufficient knowledge to form a belief as to the truth of the 

remainder of the allegations contained in paragraph 142 of the Amended Complaint and, therefore, 

denies same. 

143. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 143 of the Amended Complaint and, therefore, denies same. 

144. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 144 of the Amended Complaint and, therefore, denies same. 

145. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 145 of the Amended Complaint and, therefore, denies same. 

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146. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 146 of the Amended Complaint and, therefore, denies same. 

147. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 147 of the Amended Complaint and, therefore, denies same. 

148. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 148 of the Amended Complaint and, therefore, denies same. 

149. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 149 of the Amended Complaint and, therefore, denies same. 

150. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 150 of the Amended Complaint and, therefore, denies same. 

151. Defendant only admits that the referenced email speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 151 of the Amended Complaint. 

152. Defendant denies the allegations contained in paragraph 152 of the Amended 

Complaint 

153. Defendant only admits that the referenced press release speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 153 of the Amended Complaint. 

154. Defendant denies the allegations contained in paragraph 154 of the Amended 

Complaint. 

155. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 155 of the Amended Complaint and, therefore, denies same. 

156. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 156 of the Amended Complaint and, therefore, denies same. 

157. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 157 of the Amended Complaint and, therefore, denies same. 

158. Defendant denies the allegations contained in paragraph 158 of the Amended 

Complaint. 

159. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 159 of the Amended Complaint and, therefore, denies same. 

160. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 160 of the Amended Complaint and, therefore, denies same. 

161. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 161 of the Amended Complaint and, therefore, denies same. 

162. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 162 of the Amended Complaint and, therefore, denies same. 

163. Defendant denies the allegations contained in paragraph 163 of the Amended 

Complaint. 

164. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 164 of the Amended Complaint and, therefore, denies same. 

165. Defendant denies the allegations contained in paragraph 165 of the Amended 

Complaint. 

166. Defendant denies the allegations contained in paragraph 166 of the Amended 

Complaint. 

167. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 167 of the Amended Complaint and, therefore, denies same. 

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168. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 168 of the Amended Complaint and, therefore, denies same. 

169. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 169 of the Amended Complaint and, therefore, denies same. 

170. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 170 of the Amended Complaint and, therefore, denies same. 

171. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 171 of the Amended Complaint and, therefore, denies same. 

172. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 172 of the Amended Complaint and, therefore, denies same. 

173. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 173 of the Amended Complaint and, therefore, denies same. 

174. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 174 of the Amended Complaint and, therefore, denies same. 

175. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 175 of the Amended Complaint and, therefore, denies same. 

176. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 176 of the Amended Complaint and, therefore, denies same. 

177. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 177 of the Amended Complaint and, therefore, denies same. 

178. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 178 of the Amended Complaint and, therefore, denies same. 

179. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 179 of the Amended Complaint and, therefore, denies same. 

180. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 180 of the Amended Complaint and, therefore, denies same. 

181. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 181 of the Amended Complaint and, therefore, denies same. 

182. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 182 of the Amended Complaint and, therefore, denies same. 

183. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 183 of the Amended Complaint and, therefore, denies same. 

184. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 184 of the Amended Complaint and, therefore, denies same. 

185. Defendant denies the allegations contained in paragraph 185 of the Amended 

Complaint. 

186. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 186 of the Amended Complaint and, therefore, denies same. 

187. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 187 of the Amended Complaint and, therefore, denies same. 

188. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 188 of the Amended Complaint and, therefore, denies same. 

189. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 189 of the Amended Complaint and, therefore, denies same. 

190. Defendant denies the allegations contained in paragraph 190 of the Amended 

Complaint. 

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191. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 191 of the Amended Complaint and, therefore, denies same. 

192. Defendant denies the allegations contained in paragraph 192 of the Amended 

Complaint. 

193. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 193 of the Amended Complaint and, therefore, denies same. 

194. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 194 of the Amended Complaint and, therefore, denies same. 

195. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 195 of the Amended Complaint and, therefore, denies same. 

196. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 196 of the Amended Complaint and, therefore, denies same. 

197. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 197 of the Amended Complaint and, therefore, denies same. 

198. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 198 of the Amended Complaint and, therefore, denies same. 

199. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 199 of the Amended Complaint and, therefore, denies same. 

200. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 200 of the Amended Complaint and, therefore, denies same. 

201. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 201 of the Amended Complaint and, therefore, denies same. 

202. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 202 of the Amended Complaint and, therefore, denies same. 

203. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 203 of the Amended Complaint and, therefore, denies same. 

204. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 204 of the Amended Complaint and, therefore, denies same. 

205. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 205 of the Amended Complaint and, therefore, denies same. 

206. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 206 of the Amended Complaint and, therefore, denies same. 

207. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 207 of the Amended Complaint and, therefore, denies same. 

208. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 208 of the Amended Complaint and, therefore, denies same. 

209. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 209 of the Amended Complaint and, therefore, denies same. 

210. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 210 of the Amended Complaint and, therefore, denies same. 

211. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 211 of the Amended Complaint and, therefore, denies same. 

212. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 212 of the Amended Complaint and, therefore, denies same. 

213. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 213 of the Amended Complaint and, therefore, denies same. 

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214. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 214 of the Amended Complaint and, therefore, denies same. 

215. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 215 of the Amended Complaint and, therefore, denies same. 

216. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 216 of the Amended Complaint and, therefore, denies same. 

217. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 217 of the Amended Complaint and, therefore, denies same. 

218. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 218 of the Amended Complaint and, therefore, denies same. 

219. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 219 of the Amended Complaint and, therefore, denies same. 

220. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 220 of the Amended Complaint and, therefore, denies same. 

221. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 221 of the Amended Complaint and, therefore, denies same. 

222. Defendant only admits that the referenced video speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 222 of the Amended Complaint. 

223. Defendant only admits that the referenced video speaks for itself and that it was 

shown to some clients; Defendant denies any inconsistent allegations. However, Defendant denies 

the remainder of the allegations contained in paragraph 223 of the Amended Complaint. 

224. Defendant only admits that the referenced page speaks for itself; Defendant denies 

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any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 224 of the Amended Complaint. 

225. Defendant admits the allegations contained in paragraph 225 of the Amended 

Complaint. 

226. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 226 of the Amended Complaint and, therefore, denies same. 

227. Defendant denies the allegations contained in paragraph 227 of the Amended 

Complaint. 

228. Defendant only admits that the Consent Agreement and Order speak for 

themselves; Defendant denies any inconsistent allegations. However, Defendant denies the 

remainder of the allegations contained in paragraph 224 of the Amended Complaint. 

229. Defendant only admits that the New Jersey Bureau of Securities Cease and Desist 

Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant denies 

the remainder of the allegations contained in paragraph 229 of the Amended Complaint. 

230. Defendant denies the allegations contained in paragraph 230 of the Amended 

Complaint. 

231. Defendant only admits that the Texas State Securities Board Emergency Cease and 

Desist Order speaks for itself; Defendant denies any inconsistent allegations. However, Defendant 

denies the remainder of the allegations contained in paragraph 231 of the Amended Complaint. 

232. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 232 of the Amended Complaint and, therefore, denies same. 

233. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 233 of the Amended Complaint and, therefore, denies same. 

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234. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 234 of the Amended Complaint and, therefore, denies same. 

235. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 235 of the Amended Complaint and, therefore, denies same. 

236. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 236 of the Amended Complaint and, therefore, denies same. 

237. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 237 of the Amended Complaint and, therefore, denies same. 

238. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 238 of the Amended Complaint and, therefore, denies same. 

239. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 239 of the Amended Complaint and, therefore, denies same. 

240. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 240 of the Amended Complaint and, therefore, denies same. 

241. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 241 of the Amended Complaint and, therefore, denies same. 

242. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 242 of the Amended Complaint and, therefore, denies same. 

243. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 243 of the Amended Complaint and, therefore, denies same. 

244. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 244 of the Amended Complaint and, therefore, denies same. 

245. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 245 of the Amended Complaint and, therefore, denies same. 

246. Defendant denies the allegations contained in paragraph 246 of the Amended 

Complaint. 

247. Defendant denies the allegations contained in paragraph 247 of the Amended 

Complaint. 

248. Defendant only admits that the transcript of the referenced statement reads as 

quoted in this paragraph, but denies that it was made in that context. However, Defendant denies 

the remainder of the allegations contained in paragraph 248 of the Amended Complaint. 

249. Defendant only admits that the Pennsylvania Order speaks for itself; Defendant 

denies any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 249 of the Amended Complaint. 

250. Defendant denies the allegations contained in paragraph 250 of the Amended 

Complaint. 

251. Defendant denies the allegations contained in paragraph 251 of the Amended 

Complaint. 

252. Defendant only admits that the ABFP website speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 252 of the Amended Complaint. 

253. Defendant denies the allegations contained in paragraph 253 of the Amended 

Complaint. 

254. Defendant only admits that the ABFP website speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 254 of the Amended Complaint. 

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255. Defendant denies the allegations contained in paragraph 255 of the Amended 

Complaint. 

256. Defendant only admits that the ABFP website speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 256 of the Amended Complaint. 

257. Defendant denies the allegations contained in paragraph 257 of the Amended 

Complaint. 

258. Defendant only admits that the ABFP website speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 258 of the Amended Complaint. 

259. Defendant only admits that the ABFP website speaks for itself; Defendant denies 

any inconsistent allegations. However, Defendant denies the remainder of the allegations 

contained in paragraph 259 of the Amended Complaint. 

260. Defendant denies the allegations contained in paragraph 260 of the Amended 

Complaint. 

261. Defendant only admits that the Exchange Offering materials speaks for themselves; 

Defendant denies any inconsistent allegations. However, Defendant denies the remainder of the 

allegations contained in paragraph 261 of the Amended Complaint. 

262. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 262 of the Amended Complaint and, therefore, denies same. 

263. Defendant denies the allegations contained in paragraph 263 of the Amended 

Complaint. 

264. Defendant is without sufficient knowledge to form a belief as to the truth of the 

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allegations contained in paragraph 264 of the Amended Complaint and, therefore, denies same. 

265. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 265 of the Amended Complaint and, therefore, denies same. 

266. Defendant denies the allegations contained in paragraph 266 of the Amended 

Complaint. 

267. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 267 of the Amended Complaint and, therefore, denies same. 

COUNT I 

268. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

269. Defendant denies the allegations contained in paragraph 269 of the Amended 

Complaint. 

270. Defendant denies the allegations contained in paragraph 270 of the Amended 

Complaint. 

COUNT II 

271. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

272. Defendant denies the allegations contained in paragraph 272 of the Amended 

Complaint. 

273. Defendant denies the allegations contained in paragraph 273 of the Amended 

Complaint. 

COUNT III 

274. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

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forth herein. 

275. Defendant denies the allegations contained in paragraph 275 of the Amended 

Complaint. 

276. Defendant denies the allegations contained in paragraph 276 of the Amended 

Complaint. 

COUNT IV 

277. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

278. Defendant denies the allegations contained in paragraph 278 of the Amended 

Complaint. 

279. Defendant denies the allegations contained in paragraph 279 of the Amended 

Complaint. 

COUNT V 

280. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

281. Defendant denies the allegations contained in paragraph 281 of the Amended 

Complaint. 

282. Defendant denies the allegations contained in paragraph 282 of the Amended 

Complaint. 

COUNT VI 

283. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

284. Defendant denies the allegations contained in paragraph 284 of the Amended 

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Complaint. 

285. Defendant denies the allegations contained in paragraph 285 of the Amended 

Complaint. 

COUNT VII 

286. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

287. Defendant denies the allegations contained in paragraph 287 of the Amended 

Complaint. 

288. Defendant denies the allegations contained in paragraph 288 of the Amended 

Complaint. 

289. Defendant denies the allegations contained in paragraph 289 of the Amended 

Complaint. 

COUNT VIII 

290. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein. 

291. This allegation is not directed at Defendant, and therefore, no response is required 

from Defendant; otherwise denied. 

292. This allegation is not directed at Defendant, and therefore, no response is required 

from Defendant; otherwise denied. 

293. This allegation is not directed at Defendant, and therefore, no response is required 

from Defendant; otherwise denied. 

294. This allegation is not directed at Defendant, and therefore, no response is required 

from Defendant; otherwise denied. 

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* * * * * * 

In response to the RELIEF REQUESTED section following paragraph 294 of the 

Amended Complaint, Defendant denies that Plaintiff is entitled to any of the relief it seeks therein 

and denies that Plaintiff is entitled to a judgment in its favor. 

GENERAL DENIAL 

Defendant generally denies all allegations of the Amended Complaint except for such 

allegations as are explicitly and specifically admitted above. 

AFFIRMATIVE DEFENSES 

In further response to the Amended Complaint, Defendant asserts the following defenses. 

The denomination of any matter below as a defense is not an admission that Defendant bears the 

burden of persuasion, burden of proof, or burden of producing evidence with respect to any such 

matter. 

FIRST DEFENSE 

(Failure to State a Claim) 

The Amended Complaint, and each cause of action alleged therein against Defendant, fails 

to state a claim upon which relief can be granted. 

SECOND DEFENSE 

(Statute of Limitations) 

The relief against Defendant is barred in whole or in part by the applicable statute(s) of 

limitation. 

THIRD DEFENSE 

(No Scienter) 

Any allegedly untrue statements of material fact, leading statements, or other actions 

allegedly undertaken by Defendant was inadvertent and/or was made wholly without scienter. 

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FOURTH DEFENSE 

(Good faith) 

Plaintiff’s claims are barred in whole or in part because Defendant acted at all times in 

good faith and/or did not know, and in the exercise of reasonable case could have known, or had 

any reasonable grounds to believe, that any misstatements or omissions of material fact existed in 

any statements, reports, and/or filings allegedly issued by Defendant. Defendant also exercised 

reasonable business judgment in the administration of his companies. Defendant also hired 

competent personnel to administer, manage, and provide advice on his business operations and to 

assist him in making reasonable and informed decisions. Such personnel prepared documents, 

marketing materials, and financial reports, which Defendant reasonable relied upon. Based on 

these and other actions, Defendant acted in good faith and with due regard to the best 

interemainders of his clients. 

FIFTH DEFENSE 

(Mistake) 

Plaintiff’s claims against Defendant cannot be maintained because the conduct alleged in 

the Amended Complaint was not intentional, was believed to be lawful, proper, and fair, and was 

the result of mistake of fact or mistake of law. 

SIXTH DEFENSE 

(Reliance on other Professionals and Experts) 

In executing or authorizing the execution and/or publication of any document containing 

the statements complained of in the Amended Complaint, Defendant was entitled to, and did, 

reasonably and in good faith, rely upon the work and conclusions of other professionals and 

experts. 

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SEVENTH DEFENSE 

(Justifiable Reliance) 

Plaintiff’s claims against Defendant cannot be maintained because Defendant relied, and 

in good faith was entitled to rely, on advice and information provided by professional advisors. 

EIGHTH DEFENSE 

(Acts of Others) 

Plaintiff’s claims against Defendant cannot be maintained because the alleged acts and/or 

omissions complained of, if any, were due to the fault of persons, factors, and circumstances 

presently unknown to Defendant, over which he exercised no control, and for whose actions it was 

not responsible. 

NINTH DEFENSE 

(Forfeiture) 

Plaintiff’s claims fail because the Amended Complaint seeks an impermissible forfeiture. 

TENTH DEFENSE 

(Unjust Enrichment) 

Plaintiff cannot recover damages because any such recovery would be a windfall resulting 

in unjust enrichment to Plaintiff or to a party Plaintiff purports to seek to reimburse. 

ELEVENTH DEFENSE 

(Unconstitutionality) 

Plaintiff’s claims fail because the relief Plaintiff seeks violate the federal constitution. 

TWELFTH DEFENSE 

(Lack of Causation/Superseding or Intervening Events) 

Plaintiff’s claims against Defendant cannot be maintained because superseding or 

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intervening events, not caused by Defendant, caused some or all of the alleged damages. 

THIRTEENTH DEFENSE 

(No Material Misstatement) 

Plaintiff’s claims against Defendant are barred, in whole or in part, because any and all 

purported statements and/or actions attributed to Defendant were immaterial. 

FOURTEENTH DEFENSE 

(Estoppel) 

Plaintiff’s claims are barred by the doctrine of estoppel. 

FIFTEENTH DEFENSE 

(Waiver) 

Plaintiff’s claims are barred by the doctrine of waiver. 

SIXTEENTH DEFENSE 

(Laches) 

Plaintiff’s claims are barred, in whole or in part, by the doctrine of laches. 

SEVENTEENTH DEFENSE

(Good-Faith Reliance on Counsel) 

Plaintiff's claims are barred, in whole or in part, by virtue of Defendant's good-faith reliance 

on counsel. Defendant did not act with the requisite mental state that Plaintiff must prove, and the 

Court should decline to issue the equitable relief sought by Plaintiff, because his following of the 

advice of his counsel is inconsistent with the Plaintiff's allegations of violations of the federal 

securities laws and the relief sought. Defendant made a full and complete good faith report of all 

materials facts to counsel that he considered competent, received the attorneys' advice as to the 

specific course of conduct that was followed, and reasonably relied on that advice in good faith. 

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EIGHTEENTH DEFENSE 

(Right to Assert Additional Defenses) 

Additional facts may be revealed by future discovery which support additional affirmative 

defenses presently available to, but unknown to, Defendant. Therefore, Defendant reserves the 

right to assert additional defenses in the event that investigation and discovery indicate that 

additional defenses are appropriate. 

Attorney’s Fees and Costs 

Defendant has retained the undersigned attorneys and agreed to pay undersigned counsel 

reasonable fees for their services. In the event he prevails, Defendant is entitled to an award of its 

reasonable attorney’s fees and costs incurred in the defense of this matter, as are allowed by 

applicable law. 

* * * * * * 

Additional facts may be revealed in discovery or otherwise supporting additional defenses 

presently available, but unknown, to Defendant. Defendant therefore reserve the right to assert 

additional defenses in the event discovery or investigation reveals additional defenses. 

WHEREFORE, Defendant Dean Vagnozzi prays for judgment as follows: 

A. That Plaintiff takes nothing by its Amended Complaint; 

B. That the Amended Complaint be dismissed, with prejudice, and judgment entered 

in favor of Defendant; 

C. For costs of suit; 

D. That Defendant recover costs and expenses incurred in defending this action, 

including reasonable attorneys’ fees, as are allowed by applicable law; and 

E. For such other and further relief as this Court deems just and proper. 

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Dated: May 25, 2021 AKERMAN LLP 

Three Brickell City Centre, Suite 1100 

98 Southeast Seventh Street 

Miami, Florida 33131 

Telephone: (305) 374-5600 

Facsimile: (305) 374-5095 

By: /s/ Brian P. Miller

Brian P. Miller, Esq. 

Florida Bar No. 980633 

E-mail: brian.miller@akerman.com

E-mail: Kim.Stathopulos@akerman.com

Alejandro J. Paz, Esq. 

Florida Bar No. 1011728 

E-mail: Alejandro.paz@akerman.com

Secondary: marylin.herrera@akerman.com

Attorneys for Dean Vagnozzi 

CERTIFICATE OF SERVICE 

I hereby certify that on the 25th day of May, 2021, a true and correct copy of the foregoing 

Answer and Affirmative Defenses was served via the Court’s CM/ECF System upon all counsel 

of record. 

/s/ Brian P. Miller 

Brian P. Miller, Esq. 

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