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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO.: 22-cv-61699 JEM

SECURITIES AND EXCHANGE

COMMISSION,

Plaintiff,

v.

PROFILE SOLUTIONS, INC.,

DAN ORAN, and

LEONARD M. TUCKER,

Defendants.

_____________________________________/

DEFENDANT LEONARD M. TUCKER’S STATEMENT OF UNDISPUTED MATERIAL 

FACTS IN SUPPORT OF HIS MOTION FOR SUMMARY JUDGMENT 

Defendant Leonard M. Tucker (“Tucker”), through his attorneys Mark C. Perry, Esq., and 

Dickinson Wright PLLC, and pursuant to Fed.R.Civ.P. 56 and D.S.Fla. L.R. 56.1, submits this

Statement of Undisputed Material Facts in Support of his Motion for Summary Judgment, and states 

as follows:

Role and Responsibilities as a Consultant and Shareholder of Profile Solutions, Inc.

1. Leonard M. Tucker (“Tucker”) is an independent business consultant residing in the 

State of Florida who has provides business consulting services through his limited liability company. 

Such consulting services include: advising on public filings, potential acquisitions, general business 

functions, growth, expanding customer base, and other related services. [Exhibit C: Tucker 

Testimony: pp. 18-19]. 

2. Tucker met Dan Oran (“Oran”) in 2017 through a former employer, Elizabeth 

Karwowski, who was a partner of Oran. [Ex. C: p. 32-33]. 

3. Tucker was subsequently retained by Oran as a consultant to advise on, among other 

things, matters related to the requirements and responsibilities of a public company. [Ex. C: p. 42, ¶

20; Exhibit A: Oran Testimony: p. 58, ¶ 2]. 

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4. Tucker informed Oran that, in 1993, he had pled guilty to one count of racketeering 

under the federal RICO statute, and served 14 months in prison followed by three years on probation, 

and completed satisfactorily his entire sentence in February 1998. Oran informed Tucker that he was 

already aware of his situation. [Ex. C: p. 40, ¶ 12-19]. 

5. Tucker entered into an initial consulting agreement with Oran to provide business 

consultant services to Oran’s company, Elite Products International, on November 1, 2017, and a 

superseding consulting agreement with Profile Solutions, Inc. (“Profile”) on January 1, 2019, which 

clearly stated that his relationship with Profile was “that of an independent contractor and not that of 

an employee”. [Ex. 2: p. 47-48; Exhibit 24, p. 2]

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. 

6. In addition to consulting services provided to Profile, Tucker also provided consulting 

services for Oran to Blackpoll Fleet International, Inc. and Beta Music Group, Inc. [Exhibit 39, p.2]. 

7. Among other consulting services, Tucker assisted in drafting press releases for Profile 

– typically preparing the initial drafts. All drafts of press releases were sent to Oran, attorneys and 

others for review. Tucker would send all drafts to everyone involved for comments, edits and 

suggested changes to make sure all drafts were truthful and accurate. Once the drafts were approved 

by everyone, final approval came from Oran before they were submitted to wire services. [Ex. C: 

p. 147-148; Ex. G: p. 2, ¶ 14]. 

8. Tucker did not have an office or a desk at Profile’s office. When he was in the office, 

he would work at a desk next to Oran. [Ex. C: p. 69, ¶ 18].

9. Tucker did not hold himself out as an officer, director or decision-maker of Profile, 

and in fact, had to get Oran’s approval for all work that he performed for Profile. [Ex. H: 

Declaration of Robbie Hicks, p. 1, ¶ 5-6]. 

10. Tucker was a consultant – not an officer or director. “[Oran] didn’t hire him as a 

director and [he] didn’t hire him as an officer. He was a consulting [sic].” [Ex. A: p. 62, ¶ 3]. After 

seeking Tucker’s opinion on company issues, Oran would “send everything to the lawyer to make 

an opinion on it to make sure that it’s correct.” [Ex. A: p. 76, ¶ 3-10]. 

11. Oran testified, “[Oran was] the only officer and director” [Ex. A: p. 67, ¶ 1]. 

“[Tucker] has never been my business partner. He was my consultant.” [Ex. B: p. 429, ¶ 14-15].

 1 The numbered exhibits referenced herein correspond to the numbered exhibits as introduced by the Commission in the 

interview of the witness. 

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12. Tucker did not have legal authority at any time to make decisions for Profile on 

matters of corporate policy. [Ex. H: p. 2, ¶ 16; Ex. G: Declaration of Jonathan Rabinowitz, p. 2, 

¶ 10, 15, 17]. 

13. Tucker had no independent decision-making authority on behalf of Profile. In fact, 

the record demonstrates that all decisions were made by Oran. For example, Oran approved all press 

releases [Ex. B: p. 259, ¶ 1-10; Ex. G: p. 2, ¶ 14]. Oran approved all registration statements [Ex. 

A: pp. 109-110]. Oran approved what and who to feature on Profile’s website [Ex. A: p. 54, ¶ 5-21; 

Ex. A: p. 77, ¶ 1-11] Oran made the decision to pursue the deal in Eswatini [Ex. A: p. 156-157] and 

negotiated directly with the Princes and Ministers of the Kingdom and otherwise made all strategic 

decisions on behalf of Profile [Ex. A: p. 169-170]. 

Facts Regarding Alleged Misrepresentations in Press Release, Social Media Posts and 

Registration Statements. 

14. Tucker set up an account on Twitter for Profile (the “Profile Twitter Account”), which 

was used by other individuals working for the Company, including Adam Baker (“Baker”), who 

posted to the account. Baker was an investor relations consultant hired by Oran who was responsible 

for social media and media communications to raise awareness about Profile. [Ex. H: Declaration 

of Robbie Hicks, p. 1, ¶ 9]. 

15. Oran – not Tucker – decided how and when press releases were warranted. [Ex. C: 

p. 150, ¶ 8-14]. 

16. On October 18, 2018, Profile issued a press release regarding the company receiving 

preliminary approval from the Kingdom of Eswatini to grow cannabis in the kingdom. Tucker 

drafted the initial draft, based on information provided by Oran. The release stated that “[Profile] 

believe[s] this opportunity could generate $20-$30 million in annual revenue.” 

17. These projections came from a proposal prepared for Profile by Moav Gafni, owner 

of the largest grower of flower in Israel (the “Gafni Projections”). [Ex. C: pp. 151-154; Ex. 41; Ex. 

L: Gafni Projections Ex. M: Moav Gafni Email, October 4. 2018]. 

18. Daniel Rozner (“Rozner”), an Israeli acquaintance of Oran prepared a detailed 

presentation on behalf of Profile for the establishment of a growing farm and processing plant, which 

further sets out the basis of its projected revenue, and an executive presentation which further details 

Profile’s financial forecast (the “Rozner Proposal”). [Ex. 74; Ex. N: Rozner Proposal]. 

19. Profile further relied on reports prepared by the Sadé Group in September 2018 (the 

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“Sadé Report”) [Ex. O: Sadé Report] and Stem Ventures, Inc. (the “Stem Report”) [Ex. P: Stem 

Report]. 

20. On November 13, 2018, Profile issued another press release, which again, discussed 

Profile’s preliminary approval to establish a growing farm and processing plant in Eswatini. 

Additional press releases discussing the same were issued on January 16, 2019 and again on March 

6, 2019. (Each of these press releases collectively, with the October 18, 2018 Press Release, 

hereinafter referred to as the “Press Releases”). [Dkt. No. 5, ¶¶ 42, 45, 46]. 

21. Tucker drafted the Press Releases based upon information given to him by Oran, and 

had no personal knowledge regarding the status of the legality of cannabis in Eswatini at the time. 

[Ex. C: p. 157, ¶ 17-25]. 

22. In January 2019, Tucker became aware of the fact that Eswatini was in the process of 

drafting legislation creating a regulatory scheme for cannabis in the Kingdom, and that the 

government was going to approve cannabis to grow and to export, and to import products and 

materials need to grow cannabis in Eswatini. [Ex. C: p. 117, ¶ 2-8]. 

23. Tucker drafted the Press Releases because Oran wanted to keep Profile investors 

informed, and used the information that was provided to him. [Ex. C: p. 157, ¶ 17-25]. 

24. Regarding the legality of cannabis in Eswatini, Oran stated it was “[a] hundred percent 

legal. Everybody use it [sic], but it’s not in the law. I change the law [sic]. Now the law has been 

changed. I work for two years to change the law [sic], but I will not do business there. But I did 

change the law. They write the new law in my books and what I provide them [sic].” [Ex. A: p. 167, 

¶ 20-25].

25. The October 2018 Press Release, titled “PSIQ Receives Preliminary Approval from 

the Kingdom of Eswatini Ministry of Economic Planning and Development to Receive License as 

an Exclusive Growing Farm and Processing Farm for Medical Cannabis and Hemp,” quoted Oran 

who stated that “this opportunity could generate $20 to $30 million in annual revenues.” [Ex A: pp. 

190-192; Ex. 41]. 

26. The Press Releases were written by Oran and Tucker, at the direction of Oran, sent to 

Profile attorneys for review and approval, and were ultimately approved for release by Oran. [Ex. 

A, p. 192, ¶ 19-25]. 

27. On September 3, 2018, prior to the initial October 2018 Press Release, the Minister 

of Economic Planning and Development drafted a letter to Oran stating “We thank you for your 

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interest to invest in Swaziland [now Eswatini] in this new and innovative business. On behalf of the 

Kingdom of Swaziland, we wish to set out in principle our intention to engage with PSIQ and approve 

the needed licenses for a growing farm and processing plant for Medical Cannabis & Hemp products 

in Swaziland.” [Exhibit D: Correspondence from Swaziland Government, September 3, 2018]. 

28. Oran met with two of the princes of Eswatini, including the King’s brother, several 

times in Eswatini as well as in Florida and Oregon regarding the establishment of an exclusive 

growing farm and processing plant for medical cannabis and hemp. [Ex. C: p. 99, ¶ 1-15]. 

29. Oran initiated pursuing the deal in Eswatini after receiving a call from Rozner 

regarding the potential to obtain cannabis licenses in the Kingdom. [Ex. A, p. 149 ¶ 2-8]. Rozner 

informed Oran that the Eswatini government was “looking for a grower for cannabis to come to the 

country and do the growing of cannabis on behalf of Eswatini for export all over the world. [Ex. A: 

p. 157, ¶ 1-4]. 

30. Profile subsequently partnered with Stem Ventures, Inc. (“Stem”) on the deal. Stem 

was very experienced in the industry, had many facilities, and were going to be the operator of the 

Eswatini facility. Profile executed an agreement with Stem wherein Stem advanced Profile 

$2,500,000 to be held in escrow with a commitment of an additional $2,500,000 to fund Profile’s 

investment commitment under the agreement. [Ex. 21, p. 20, ¶ 2; Ex. C: p. 99, ¶ 16-21; Ex. 42].

31. On March 25, 2019, Stem issued a press release announcing that it executed a 

definitive agreement dated March 22, 2019 to acquire South African Ventures, Inc., which had a 

joint venture with Profile. Stem published that it had “received preliminary approval to become the 

only licensed growing farm and processing plant for medical cannabis and industrial hemp ... in 

[Eswatini] for a minimum of 10 years....The eSwatini Facility has the potential to produce over 

12,000 KG of product on annual basis. Stem expects production from the Facility to begin during 

the fourth quarter of 2019.” [Ex. J: Stem Holdings Press Release, March 25, 2019].

32. Subsequently, on April 1, 2019, Stem filed a Form 8-K with the Commission in which 

Stem disclosed: “While the entity domiciled in the Kingdom of Eswatini (Swaziland) has yet to 

commence operations, it owns land and has been granted provisional licenses that allow for the 

production, harvest and export of cannabis and CBD industrial hemp.” [Ex. J: Stem Holdings Form 

8-K].

33. In January 2019, Golan Maimon (“Maimon”), a former captain in the Israeli Army, 

accompanied Oran and Tucker on a trip to Oregon with the two princes. According to Tucker, they 

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were told “you guys are definitely getting a license. You’re going to be exclusive. You know in our 

country, you have to apply for it. You’re going to get it.” [Ex. C: p. 100, ¶ 2-8]. 

34. Oran, Tucker and Maimon subsequently traveled to Eswatini, where one of the 

Princes, Prince Hlangusemphi, took them to a location that had an office building and told them that 

the location was where he wanted them to establish their corporate office and build their cannabis 

farms. [Ex. C: p. 100, ¶ 22-25; Ex. I: p. 3, ¶ 17-18]. 

35. This was Tucker’s first and only trip to Eswatini. [Ex. I: p. 2, ¶ 12].

36. Oran further testified that the statement regarding “preliminary approval” was based 

upon verbal approval that he had personally received “right on the ground being made” by the 

Minister. [Ex. A: p. 193, ¶ 1-6]. He further testified that he met with all of the ministers of Eswatini,

including the Prime Minister, and was given a preliminary license to do business there. [Ex. A: p. 

170, ¶ 9-25]. Oran was told that it would take three or four months to get the license. [Ex. A: p. 

155, ¶ 20-22].

37. Tucker was unaware of the status of the law of cannabis in Eswatini and subsequently 

learned of the status of the law on a trip to the Kingdom in January 2019. During Tucker’s trip to 

Eswatini, two of the Princes of Eswatini, including the King’s brother, informed Tucker that cannabis 

was going to become legal, and that the Government was going to approve cannabis to grow and to 

export, and to import products and materials needed to grow cannabis in Eswatini.

38. In addition to reliance on the Gafni Projections, Rozner Proposal, the Stem Report 

and the Sadé Report, Oran further testified that the revenue projections were based on, among other 

things: the cost of CBD and cannabis, the market price at that time, the land that was to be acquired 

from Eswatini, how much they intended to grow, and the anticipated sales. He further stated that he 

believes the calculations may have also come from Stem Holdings. [Ex. A: p. 191-193]. 

39. Oran, who in his sole authority, approved the Press Releases, further stated that, in 

his opinion, Profile was the leading distributor and manufacturer in the cannabinoid industry at the 

time he approved the statements. He further stated that he based his opinion on sales, the company’s 

presence in the region, feedback, and the overall structure of the company. [Ex. A, pp. 195-195]. 

40. Profile filed a Form S-1/A Registration Statement with the Commission on March 5, 

2019 (the “Amended Statement”), which was prepared by Profile’s attorney, Jackson Morris, with 

input from Oran, the company’s auditors, Anna Berman, Robbie Hicks and Tucker, and others. [Ex. 

C: p. 99, ¶ 5-15; Ex. A: pp. 108-120]. 

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41. Oran directed, reviewed, approved and signed the Amended Statement as the Chief 

Executive Officer and Chief Financial Officer of Profile. [Ex. 21]. 

42. The Amended Statement reiterated the statements made in prior Press Releases, and 

Tweets, including that the company received preliminary approval from the Eswatini government. 

[Ex. 21, p. 18; Ex. C: p. 98, ¶ 24].

43. In addition to the September 3, 2018 letter from the Minister of Economic Planning 

and Development, which acknowledge the Kingdom’s intent to “approve the needed licenses for a 

growing farm and processing plant,” Oran traveled to Eswatini on multiple occasions and met two 

of the princes of Eswatini, the Attorney General and the Prime Minister, who told them that Profile 

was going to get an exclusive license. [Ex. C: p. 98-100, ¶ 11-25].

44. Oran and Tucker were not only told that they had received preliminary approval, they 

were told, in fact, “you’re getting the license.” [Ex. C: p. 137, ¶ 13-16]. 

45. The two Eswatini princes told Tucker and Oran that Profile would receive a license, 

but the government needed to first pass legislation which would legalize cannabis in the country. 

[Ex. C: p. 104, ¶ 1-7]. 

46. The Eswatini parliament commissioned the Attorney General to draft the legislation 

for legalizing cannabis in the country, which he did. [Ex. C: p. 121, ¶ 3-6; Ex. F, p. 2, ¶ 13]. Oran 

provided Eswatini with cannabis laws from the states of Colorado and Oregon and assisted them in 

drafting the legislation. [Ex. A: p. 168, ¶ 1-5; Ex. Q: Eswatini Cannabis Regulations]. 

47. On, December 4, 2018. Profile issued another press release announcing that it had 

granted exclusive distribution rights to sell its cannabis products in Mexico and Argentina to RCS 

International Investments, Corp., a Florida corporation (“RCS”) “with a first year minimum 

guarantee of $500,000 and 20% growth per year thereafter.” [Ex. 78; Ex. C: p. 160-161]. 

48. On March 21, 2019, Profile issued another press release, which stated that it “had now 

granted that company (RCS) exclusive distribution rights to sell Profile’s products in Paraguay, Chile 

and Brazil “with a first year minimum guarantee of $500,000 and 20% growth per year thereafter.” 

The March 21, 2019 Press Release also quoted Oran who stated that Profile granted the additional 

distributions rights “[b]ased upon the success and commitment being made in Mexico and Argentina 

by RCS” and that the Company expects the relationship with RCS to “continue to flourish to 

increasing revenues.” [Dkt. No. 5, ¶ 63]. 

49. RCS is a distributor of CBD in Argentina and Mexico. Oran testified that RCS is the 

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exclusive distributor of CBD for South America, including Argentina, and Mexico. [Ex. A, p. 231, 

¶ 5-6].

50. On June 19, 2017, then-Mexican President Enrique Peña Nieto signed a bill into law 

that officially legalized cultivation, production, and use of medical cannabis products with less than 

1% THC in Mexico. An analysis by Keith Speights, published by the Motley Fool, projected that 

sales of legal marijuana in Mexico would reach $99 million by 2022. [Ex. 78, p. 1, ¶ 2]. 

51. Oran testified that Profile only gave RCS, a Florida corporation, the rights to sell in 

Paraguay, Chile, Brazil, Argentina and Mexico. Profile had no responsibilities concerning how RCS 

sold and distributed products in these countries, nor did Profile have any responsibility to 

independently verify the status of RCS’ business licenses in those countries. Profile granted RCS 

the exclusive distribution rights for those countries – nothing more [Ex. B: p. 311-313]. 

52. Profile’s success in the deal with RCS would be when the products were sold to RCS 

in Florida – not when or how RCS distributed the products in other countries. [Ex. B: p. 342, ¶ 7-

11]. 

53. Oran testified that the statements in the December 2018 Press Release were based 

upon representations by Rafael Salvia, owner of RCS. [Ex. B: p. 306 ¶ 14-23]. 

Respectfully Submitted, 

By: /s/ Frank Borger Gilligan, Esq. 

Frank Borger Gilligan, Esq. (Pro Hac Vice)

Jacob Frenkel, Esq. (Pro Hac Vice)

Dickinson Wright, PLLC

1825 I Street, N.W., Suite 900

Washington, DC 20006

Tel.: (202) 466-5953

Emails: fborgergilligan@dickinsonwright.com

 jfrenkel@dickinsonwright.com

Mark C. Perry, Esq. 

Fla. Bar No. 251941

Law Office of Mark C. Perry, P.A. 

6245 North Federal Highway, Suite 321 

Ft. Lauderdale, FL 33308

Tel.: (954) 351-2601

Emails: mark@markperrylaw.com

maureen@markperrylaw.com

Attorneys for Defendant Leonard M. Tucker.

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CERTIFICATE OF SERVICE

I hereby certify that, on August 14, 2023, a copy of the foregoing has been delivered by email 

to counsel for all parties by operation of the Court’s electronic filing system or by email to anyone 

unable to accept electronic filing as indicated on the Notice of Electronic Filing. Parties may access 

this filing through the Court’s CM/ECF System.

By: /s/ Frank Borger Gilligan, Esq. 

Frank Borger Gilligan, Esq. 

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