UNITED STATES DISTRICT COURT

DISTRICT OF MINNESOTA

Commodity Futures Trading 

Commission, 

 

 

 

 Plaintiff, 

v. Case No. ______________ 

Richard Miller; Flip 2 Futures 

Trading Company LLC; Justin 

Dendinger; and Punch Drunk 

Marketing LLC, 

 

 

 

 

Defendants. 

 

COMPLAINT FOR INJUNCTIVE AND OTHER EQUITABLE RELIEF 

AND FOR CIVIL MONETARY PENALTIES 

UNDER THE COMMODITY EXCHANGE ACT AND COMMISSION REGULATIONS 

Plaintiff Commodity Futures Trading Commission (“CFTC” or “Commission”), 

by and through its attorneys, alleges as follows: 

I. SUMMARY 

1. From at least July 2019 through November 2020 (the “Relevant Period”), Flip 2 

Futures Trading Company LLC (“Flip 2 Futures”), by and through the actions of its officer, 

employee, and/or agent Richard Miller (“Miller”), acted as a Commodity Trading Advisor 

(“CTA”) without being registered with the Commission as such, by soliciting funds from and 

engaging in discretionary trading of futures contracts on behalf of a pooled investment vehicle. 

Flip 2 Futures further held itself out as a CTA by soliciting members of the public via an internet 

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website and social media platforms to join, for a monthly fee, a live trading room, and soliciting 

the public to deposit funds with Flip 2 Futures to participate in a “hedge fund.” 

2. Throughout the Relevant Period, Miller acted as an Associated Person (“AP”) of a 

CTA, without being registered with the Commission as such, by acting as an officer, employee, 

or agent of Flip 2 Futures in a capacity that involved soliciting others to provide funds for the 

purpose of investing in commodity futures trading by Flip 2 Futures and/or Miller. 

3. Flip 2 Futures’ failure to register as a CTA violated Section 4m(1)(A) of the 

Commodity Exchange Act (“Act”), 7 U.S.C. § 6m(1)(A). Miller’s failure to register as an AP of 

a CTA violated Section 4k(3) of the Act, 7 U.S.C. § 6k(3), and Commission Regulation 

(“Regulation”) 3.12(a), 17 C.F.R. § 3.12(a) (2022). By knowingly allowing Miller to be 

associated with Flip 2 Futures, in a capacity that involved solicitation of client funds while not 

registered as an AP, Flip 2 Futures also violated 7 U.S.C. § 6k(3). 

4. In in-person conversations and email communications with Defendant Justin 

Dendinger (“Dendinger”), who formed the pooled investment vehicle, Miller knowingly made 

material misrepresentations and omissions about Miller’s futures trading performance and 

having other of assets under management, to persuade the prospective client to transfer funds by 

wire transfer to Flip 2 Futures for the purpose of trading futures contracts. Miller also 

misappropriated a total of $13,724.21 in client funds. By engaging in fraudulent conduct by use 

of the mails or any means of interstate commerce while acting as a CTA or AP of a CTA, Miller 

violated Section 4o(1)(A)-(B) of the Act, 7 U.S.C. § 6o(1)(A)-(B). 

5. Further, Flip 2 Futures illegally collected funds from the pooled investment 

vehicle in its own or Miller’s bank and trading accounts, failed to provide the required 

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Disclosure Document to the pooled investment vehicle, and failed to maintain required records, 

in violation of Regulations 1.31, 4.30, 4.31, and 4.33, 17 C.F.R. §§ 1.31, 4.30, 4.31, 4.33 (2022). 

6. From at least July 2019 through November 2020, Defendant Punch Drunk 

Marketing LLC (“PDM”), by and through its members, officers, employees, and/or agents 

including Defendant Dendinger, acted as a Commodity Pool Operator (“CPO”) without being 

registered with the Commission as such, by soliciting and accepting $400,000 from nine persons 

(“pool participants”) residing in Minnesota and Wisconsin for the purpose of participating in a 

pooled investment vehicle (the “pool”) trading in commodity futures contracts executed by 

Defendant Flip 2 Futures, by and through Miller. PDM did not claim any exemption from 

registration as a CPO. 

7. Dendinger acted as an AP of a CPO without being registered with the 

Commission as such, by acting as an officer, employee, or agent of PDM in a capacity that 

involved soliciting others to provide funds for the purpose of investing in the pool. 

8. PDM’s failure to register with the Commission as a CPO violated 7 U.S.C. § 

6m(1)(A). Dendinger’s failure to register as an AP of a CPO violated Section 4k(2) of the Act, 7 

U.S.C. § 6k(2), and 17 C.F.R. 3.12(a) (2022). By knowingly allowing Dendinger to be 

associated with PDM in a capacity that involved the solicitation of pool participant funds while 

not registered as an AP, PDM also violated 7 U.S.C. § 6k(2). 

9. PDM and Dendinger misappropriated a total of $21,400 in pool participants’ 

investment funds by failing to transfer all funds provided to PDM by pool participants for the 

purpose of futures trading to Flip 2 Futures and Miller for trading as provided in PDM’s 

agreements with pool participants and failing to return to pool participants funds repaid by Flip 2 

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Futures and Miller. By this conduct, PDM and Dendinger violated Section 4o(1)(A)-(B) of the 

Act, 7 U.S.C. § 6o(1)(A)-(B). 

10. PDM also illegally commingled pool participant funds with the funds of PDM and 

Dendinger and failed to provide pool participants with the required Disclosure Documents, in 

violation of Regulations 4.20(c), and 4.21(a)(1), 17 C.F.R. §§ 4.20(c), 4.21(a)(1) (2022). 

11. Additionally, Defendant Dendinger made a false or misleading statement of a 

material fact to the Commission in response to a Commission subpoena and letter, in violation of 

Section 6(c)(2) of the Act, 7 U.S.C. § 9(2). 

12. The acts, omissions, and failures of Miller occurred within the scope of his 

employment, office, or agency with Flip 2 Futures; therefore, pursuant to Section 2(a)(l)(B) of 

the Act, 7 U.S.C. § 2(a)(l)(B), and Regulation 1.2, 17 C.F .R. § 1.2 (2022), Flip 2 Futures is 

liable for the acts, omissions, and failures of Miller that constitute violations of the Act and 

Regulations. 

13. Throughout the Relevant Period, Miller was a controlling person of Flip 2 

Futures. Therefore, pursuant to Section 13(b) of the Act, 7 U.S.C. § 13c(b), Miller is liable as a 

controlling person for the actions of Flip 2 Futures in violation of the Act and Regulations. 

14. The acts, omissions, and failures of Dendinger occurred within the scope of his 

employment, office, or agency with PDM; therefore, pursuant to 7 U.S.C. § 2(a)(l)(B) and 

17 C.F .R. § 1.2, PDM is liable for the acts, omissions, and failures of Dendinger that constitute 

violations of the Act and Regulations. 

15. Throughout the Relevant Period, Dendinger was a controlling person of PDM. 

Therefore, pursuant to 7 U.S.C. § 13c(b), Dendinger is liable as a controlling person for the 

actions of PDM in violation of the Act and Regulations. 

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16. Unless restrained and enjoined by this Court, Defendants, directly or through their 

corporate successors, will likely continue to engage in the acts and practices alleged in this 

Complaint, or in similar illegal acts and practices, as described more fully below. 

17. Accordingly, the Commission brings this action pursuant to Section 6c of the Act, 

7 U.S.C. § 13a-1, to enjoin Defendants’ unlawful acts and practices, to compel their compliance 

with the Act and the Regulations promulgated thereunder, and to enjoin them from engaging in 

any commodity-related activity. In addition, the Commission seeks civil monetary penalties and 

remedial ancillary relief, including, but not limited to, trading and registration bans, restitution, 

disgorgement from Defendants, rescission, pre- and post-judgment interest, and such other and 

further relief as the Court may deem necessary and appropriate. 

II. JURISDICTION AND VENUE 

18. The Court has jurisdiction of this action pursuant to 28 U.S.C. § 1331 (codifying 

federal question jurisdiction) and 28 U.S.C. § 1345 (providing that district courts have original 

jurisdiction over civil actions commenced by the United States or by any agency expressly 

authorized to sue by Act of Congress). In addition, Section 6c(a) of the Act, 7 U.S.C. § 13a-1(a), 

authorizes the Commission to seek injunctive and other relief against any person whenever it 

shall appear to the Commission that such person has engaged, is engaging, or is about to engage 

in any act or practice constituting a violation of any provision of the Act, or any rule, regulation, 

or order thereunder. 

19. Venue lies properly in this Court pursuant to Section 6c(e) of the Act, 7 U.S.C. 

§ 13a-1(e), because Defendants transacted business in this District and certain transactions, acts, 

practices, and courses of business in violation of the Act occurred, are occurring, or are about to 

occur in this District, among other places. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 5 of 37
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III. THE PARTIES 

A. Plaintiff 

20. Plaintiff Commodity Futures Trading Commission is an independent federal 

regulatory agency charged by Congress with the administration and enforcement of the Act and 

the Regulations promulgated thereunder. The CFTC maintains its principal office at Three 

Lafayette Centre, 1155 21st Street NW, Washington, D.C. 20581. 

B. Defendants 

21. Defendant Richard “Rick” Miller, a Minnesota resident, was the sole owner and 

operator of Flip 2 Futures. Miller has never been registered with the Commission in any 

capacity. 

22. Defendant Flip 2 Futures Trading Company LLC was a limited liability 

company formed in Minnesota in December 2018. The company was administratively 

terminated in February 2020.1

 Flip 2 Futures has never been registered with the Commission in 

any capacity. 

23. Defendant Justin D. Dendinger, a Wisconsin resident, is the Managing Member 

of PDM and signatory to its bank account. Dendinger has never been registered with the 

Commission in any capacity. 

24. Defendant Punch Drunk Marketing LLC is a limited liability company formed 

in Wisconsin in October 2012. Dendinger co-owns PDM with a business partner. PDM has 

never been registered with the Commission in any capacity. 

                                                            

1

 Pursuant to Minn. Stat. § 302A.821, claims against an administratively dissolved entity are not barred. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 6 of 37
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IV. FACTS 

A. Flip 2 Futures Held Itself Out as a Commodity Trading Advisor 

25. During the Relevant Period, Flip 2 Futures, acting by and through its officer and 

agent Miller, held itself out as a CTA by soliciting members of the public, via its website 

flip2futures.com, YouTube, Twitter, Craigslist, and/or Discord, to join for a monthly fee a live 

trading room in which subscribers could watch Miller trade, listen to Miller discuss market 

conditions and his trading strategy, and replicate Miller’s trading. It also solicited members of 

the public to deposit funds with Flip 2 Futures in order to participate in a “hedge fund.” 

26. Miller registered the domain name “flip2futures.com” (“website”) in June 2018. 

The website was removed from public access sometime after June 11, 2020. 

27. During the Relevant Period, Flip 2 Futures’ website offered paid access to a “Live 

Trading Room” in which subscribers could simultaneously replicate trades purportedly executed 

by Flip 2 Futures and/or Miller. The website stated, in part: 

a. “Our team has been trading for over 5 years. We are looking for roughly 150 

traders form all over the world to form our futures trading room . . . . Trading 

Strategy Learn how to take the exact trades our team does and profit 

consistently!” 

b. “For a limited time only our trading room is 50% off thru the month of May for 

$325.00 that gets you 30 days access to our trading room and our Discord 

Channel. In there you will find a general education section that will give you 

details on how we trade. If you like the trading room and want to continue that 

costs are $650 per month. Even trading 1 lot most of our traders are paying their 

dues within 1-2 trading sessions max . . . .” 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 7 of 37
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28. Flip 2 Futures’ website also advertised the “Flip2 Futures Hedge Fund.” The 

website stated, in part: 

a. “Our Team Has a Report Card Worth Bragging About Our team is at the top 

of their game. We are here to provide value to your portfolio. Please give us 

a chance to prove how much we can bring to your bottomline [sic].” 

b. “Join our hedgefund—we take the trades—you reap the rewards.” 

c. “Minimum Investment: $500K Locked In: 12 months Profit is split 50/50 No 

Other Fees Apply.” 

29. On May 1, 2019, Miller paid to post the following advertisement on Craigslist in 

the “Financial Services” category for the Minneapolis, MN, area: 

I own and operate Flip2 Futures Trading Company. We have a channel on 

YouTube where we record every trade. I am looking for 2 more investors 

in 2019. Local investors only. 

Min. Investment: $250,000-$500,000 

Lockdown: 12 Months 

Terms: Split profits 50/50—paid weekly. No other charges for assets 

under management. 

Check out www.flip2futures.com for more information . . . . 

On information and belief, the advertisement was publicly available through at least June 

1, 2019. 

30. From January 2018 through June 2019, Flip 2 Futures and/or Miller posted at 

least 72 videos to YouTube showing Miller’s purported trading in the futures market and 

directing members of the general public to Flip 2 Futures’ website, Twitter account, live trading 

room, and Discord channel. 

31. For example, on July 16, 2018, Flip 2 Futures and/or Miller posted a video on 

YouTube titled “Trading Oil Futures - 07/16/2018 9am Session $5958.80 Profit - Flip2 Futures”. 

A further description stated: 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 8 of 37
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What an awesome trading session. Pay attention to the price action 

everybody. This is what it is all about. Join our trading room and you can 

follow my lead on this trade!! 

Check us out at https://www.flip2futures.com or on Twitter 

https://twitter.com/Flip2Futures 

B. Miller’s Solicitation of PDM 

32. In late 2018 or early 2019, Defendant Dendinger began paying a monthly fee for 

access to Flip 2 Futures’ trading room. The trading room consisted of daily access, generally 

from 8:00 a.m. to 12:00 p.m., to a virtual meeting room providing a view of Miller’s trading 

screen and oral commentary by Miller, along with simultaneous access to a group chat on 

Discord. In or about mid-2019, Miller stopped requiring Dendinger to pay for access to the Flip 

2 Futures trading room. 

33. In or about July 2019, Dendinger met with Miller in person and discussed Miller’s 

trading performance. Miller showed to Dendinger on Miller’s mobile phone purported trading 

reports generated within a trading application. The reports falsely represented that Miller’s past 

futures trading generated substantial gains. 

34. During the meeting between Miller and Dendinger, Miller falsely stated that he 

had been managing a trading fund holding millions of dollars invested by multiple individuals. 

Miller declined to provide Dendinger with performance history reports for the fund. 

C. Flip 2 Futures’ Agreement To Trade on Behalf of PDM 

35. On July 22, 2019, Flip 2 Futures entered into an “Investment Agreement” with 

PDM. The Investment Agreement stated, among other things, that: 

a. “[Flip 2 Futures] operates a futures trading operation. [PDM] wishes to 

provide funding in order to expand and enhance [Flip 2 Futures’] business, but 

does not expect or wish to obtain an equity or ownership stake in 

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[Flip2Futures]; rather, it is the intention of the parties that [PDM] will 

participate in profits according to the plan set forth in this agreement.” 

b. “[PDM] will pay $150,000 (‘the Capital’) to [Flip 2 Futures] on or before July 

24, 2019[.]” 

c. “As consideration for the capital payment . . . [Flip 2 Futures] is authorized to 

retain fifty percent (50%) of all profits derived from the management of the 

Capital, in keeping with the detailed compensation plat set forth in the 

attached Exhibit A . . . .” 

36. Regarding “Profit Sharing and Payment Details,” Exhibit A to the Investment 

Agreement stated, in part: 

a. “[PDM] will wire transfer funds in the amount of $150,000 to Flip2Futures 

business banking account . . . .” 

b. “Flip2Futures will transfer/wire money in the amount of $150,000 to 

brokerage account (trading account), Dorman account number 

[********]402”; 

c. “Flip2Futures is the sole owner of the Dorman account . . . .”; 

d. “All Trading decisions and executions for this account will be made 100% by 

Flip2Futures . . . .”; 

e. “Flip2 Futures makes no claim or promises of profits. Flip2 Futures is not 

responsible for losses.” 

f. “All fees associated with this account will be the responsibility of [PDM] and 

will not be considered when setting commissions.” 

g. “Commissions will be 50% of the current week’s profits.” 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 10 of 37
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h. “Profits are defined as all money earned/made above the current established 

basis.” 

37. The Investment Agreement was signed on July 22, 2019, by Miller on behalf of 

Flip 2 Futures and by Dendinger as “managing member” of PDM. 

38. Flip 2 Futures and Miller failed to provide to PDM the Disclosure Document as 

required by Regulation 4.31, 17 C.F.R. § 4.31 (2022). 

D. PDM’s 2019 Pool Participants 

39. Neither Dendinger nor PDM deposited their own funds with Flip 2 Futures or 

Miller. Rather, in or about July 2019, Dendinger approached several golf acquaintances to invest 

in a “futures trading opportunity” through PDM. 

40. During discussions with a group of prospective pool participants, Dendinger 

represented that the funds deposited with PDM by prospective pool participants would be 

transferred to a day trader based in Minnesota named Rick Miller. Dendinger stated that Miller 

would place the funds in his personal trading account and use the funds to trade oil futures. 

Dendinger also promised that each participant would earn six percent monthly returns on his or 

her investment for a period of fourteen months. 

41. Based on Dendinger’s representations, Participant #1 decided to invest in futures 

trading through PDM. On July 24, 2019, Dendinger, on behalf of PDM, signed a “Promissory 

Note” promising to pay Participant #1 $25,000 plus 6% per month interest, in twelve monthly 

payments of $1,500, with a sum total of $29,500. 

42. On or about July 11, 2019, Participant #1 issued a check from his business’ bank 

account in the amount of $25,000 payable to PDM. Participant #1’s funds were deposited into 

PDM’s US Bank account *4501. 

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43. In July 2019, three other individuals entered into “Investor Agreements” with 

PDM pursuant to which they joined “as one of many investor[s]” in PDM’s “14 Month/6% 

Monthly Program” and PDM agreed, among other things, to “have Investor’s money deposited 

into Rick Miller[’]s trading account for the purposes of placing trades in the futures market.” 

The agreements also provided that “[PDM] will draw monthly on Rick Miller’s account in the 

amount equal to 6% of the original invested amount. Payments of 6% of the original invested 

amount will be made to Investor monthly,” with “[t]he last payment . . . in the amount equal to 

the original investment PLUS the two initial deferred monthly payments of 6%.” 

44. The Investor Agreement further provided that “Investor may choose [ ] NOT to 

receive monthly 6% [ ] payment. In exchange monthly payment will be added to Investor’s 

original principal amount at a rate of 6% per month.” 

45. Neither PDM nor Dendinger delivered to the 2019 pool participants a Disclosure 

Document as described in 17 C.F.R. §§ 4.21 and 4.24. 

46. From July 8, 2019, through July 12, 2019, PDM accepted a total of $150,000 

from four individuals, including Participant #1, for the purpose of a pooled investment in futures 

contracts to be traded by Miller. The $150,000 was collected into PDM’s US Bank account 

number *4501. 

47. PDM and Dendinger collected the investors’ funds into the same bank account in 

which PDM held its own business funds and conducted its regular financial transactions, 

including compensation payments to Dendinger and his business partner. 

48. On July 23, 2019, PDM transferred $150,000 by wire to Wells Fargo Bank 

account *8004 in the name of Flip 2 Futures. 

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49. On July 25, 2019, Miller transferred $148,850 to Wells Fargo Bank account 

*0711, in the names of Miller and his wife. Miller and his wife held personal funds in Wells 

Fargo Bank account *0711 and used the account to pay personal living expenses. On July 29, 

2019, Miller transferred by wire $148,850.02 from his personal Wells Fargo Bank account *0711 

to his personal Dorman Trading account **402. 

50. Miller misappropriated $1,149.98 in pool participant funds by failing to transfer 

the funds to a trading account as provided in Flip 2 Futures’ agreement with PDM. 

E. PDM’s 2020 Pool Participants 

51. In or about January 2020, Dendinger again approached golf acquaintances about 

investing in futures trading. Dendinger indicated that participants would have to provide a 

minimum of $25,000 by February 5, 2020. 

52. On January 16, 2020, Dendinger sent an email to prospective new pool 

participants. In the email Dendinger stated that he had actively traded with Miller for one year 

and that he consistently saw Miller making between $5,000 and $20,000 per day and that Miller 

almost never lost. Dendinger’s email further stated that Miller managed two accounts: (1) a 

personal account which had around $8 million; and (2) his fund, in which he managed 

approximately $50 million for lots of investors. On information and belief, Dendinger made 

these representations based on representations from Miller. 

53. Because he received the expected monthly payments from his first investment 

with PDM, Participant #1 agreed to invest additional funds with PDM. On February 5, 2020, 

Participant #1 issued another check from his business’ bank account in the amount of $25,000 

payable to PDM. On the memo line, Participant #1 wrote “Promissory Note Investment Loan.” 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 13 of 37
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Participant #1’s funds were deposited into PDM’s US Bank account *4501. A second 

promissory note was never executed. 

54. Between January and February 2020, five other individuals, including Participant 

#2, entered into “Investor Agreements” with PDM pursuant to which they were enlisted in 

PDM’s “14 Month/6% Monthly Program” and PDM agreed, among other things, to “have 

Investor’s money deposited into Rick Miller’s trading account for the purposes of placing trades 

in the futures market.” The agreements also provided that “[PDM] will draw monthly on Rick 

Miller’s account in the amount equal to 6% of the original invested amount. Payments of 6% of 

the original invested amount will be made to Investor monthly . . . ,” with “[t]he last 

payment . . . will be in the amount equal to the original investment plus 18%.” 

55. Between January 28, 2020 and February 6, 2020, these six individuals collectively 

deposited, by check and wire transfer, a total of $250,000 into PDM’s US Bank account *4501. 

56. Neither PDM nor Dendinger delivered to the 2020 pool participants a Disclosure 

Document as described in Regulations 4.21 and 4.24, 17 C.F.R. §§ 4.21, 4.24 (2022). 

57. On February 7, 2020, Dendinger transferred $240,000 from PDM’s US Bank 

account *4501 to his personal US Bank account *3377. On February 13, 2020, Dendinger 

transferred by wire $234,000 of the pool participants’ funds from his personal US Bank account 

*3377 to Flip 2 Futures’ Wells Fargo Bank account *8004. 

58. On February 14, 2020, Dendinger made payments to two 2019 pool participants, 

totaling $3,000 from PDM’s US Bank account *4501. 

59. PDM and Dendinger misappropriated $13,000 in Pool Participant funds by failing 

to transfer the funds to Miller’s trading account as provided in PDM’s agreements with pool 

participants. 

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60. On February 13, 2020, Miller transferred $233,088.76 from Flip 2 Futures’ Wells 

Fargo Bank account *8004 to Miller’s personal Wells Fargo Bank account *0711. On February 

14, 2020, Miller transferred by wire $232,000 from his personal Wells Fargo Bank account 

*0711 to his personal Dorman Trading account **402. 

61. Miller misappropriated $2,000 in pool participant funds by failing to transfer the 

funds to a trading account as provided in Flip 2 Futures’ agreement with PDM. 

F. Miller’s Commodity Interest Trading Account 

62. On April 20, 2018, Miller opened commodity interest trading account number 

**402 in his own name with Dorman Trading. Dorman Trading is registered with the 

Commission as a Futures Commission Merchant (“FCM”). 

63. From May 2018 through July 2019—before accepting funds from PDM—Miller 

traded in only 9 out of 15 months, executing trades in crude oil and E-mini S&P 500 futures 

contracts in Dorman Trading account **402. During this time, Miller’s trading earned net 

profits in only three months: $423 in May 2019, $442.50 in August 2018, and $3,286 in February 

2019. Miller’s trading sustained net losses in the remaining 6 months, ranging from $469.54 to 

$5,259. 

64. From August 2019 through November 2020, in Dorman Trading account **402, 

Miller bought and sold NY Light Crude Oil, E-mini S&P 500, CME Micro S&P, and IMM Emini NASDAQ-100 futures contracts traded on CME, a designated contract market authorized 

by the Commission. 

65. From August 2019 through November 2020, Miller’s trading sustained net losses 

in all but one month. His trading earned $3,035.95 net profits in July 2020. In the other months, 

his net monthly trading losses ranged from $1,224.76 to $128,139.69. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 15 of 37
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66. On or about May 12, 2020, Miller wrote to Dendinger via email: “Profits fell for 

the fund last month over 90% due to increased margins. Once again just like March we are 

seeing things I have never seen in the market. Regardless I am going to give it to you straight. 

March was down 12% I was able to recoup 8% in April so we are still down 4% as of fast 

Friday. Margins have increased to 11 x in CL. CL is where I make my money so this has 

severely impacted profits.” 

67. For the month of March 2020, Miller’s trading in Dorman Trading account **402 

actually sustained net losses of over $128,000, almost 50% of the account’s monthly beginning 

balance. 

68. For the month of April 2020, Miller’s trading in Dorman Trading account **402 

actually sustained net losses of over $39,000, approximately 37% of the account’s monthly 

beginning balance. 

69. On May 19, 2020, Miller sent Dendinger an email with an attached Word 

document. The attachment contained a statement from Miller that “[W]e are in a very bad spot 

right now. I took an ELE—Extinction Level Event . . . . We’ve lost 97% of our portfolio 

because of adding to losing trades . . . .” 

70. Miller and Dendinger decided to continue trading the remaining funds, in an 

effort to recoup the losses. However, from June 2020 through November 2020, Miller’s trading 

suffered overall losses, depleting the remaining funds collected from PDM. 

71. From August 2019 through November 2020, Miller’s trading in Dorman Trading 

account **402 resulted in total losses of over $326,000. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 16 of 37
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72. During the Relevant Period, Miller transferred a total of $40,900 from the trading 

account directly to PDM. During the same period, Miller transferred a total of $12,092.20 from 

the trading account to Flip 2 Futures’ Wells Fargo account *8004. 

73. Pursuant to Flip 2 Futures’ agreement with PDM, Flip 2 Futures and Miller were 

entitled to at most $1,517.97 in profits from Miller’s trading. 

74. Miller misappropriated $10,574.23 in pool participant funds by failing to transfer 

the funds to PDM. 

G. Payments to PDM and Pool Participants 

75. From October 2019 through June 2020, Flip 2 Futures returned a total of $40,900 

to PDM. 

76. From October 2019 through June 2020, PDM paid a total of $26,500 to pool 

participants, including the $3,000 referenced above, and $9,000 was deposited into Dendinger’s 

personal futures trading account for trading by Dendinger, by agreement with one pool 

participant. 

77. Thereafter, PDM did not returned any additional amounts to the pool participants 

despite their requests for payment. 

78. PDM misappropriated $8,400 in pool participant funds returned to PDM by Flip 2 

Futures. 

H. Flip 2 Futures’ Records 

79. On May 18, 2021, the Commission served a subpoena duces tecum on Miller, 

requesting documents related to Flip 2 Futures’ activity as a CTA, including: (1) All account 

statements for any trading account used; (2) All communications between Flip 2 Futures and/or 

Miller and any person from whom they received funds or assets in any form for the purpose of 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 17 of 37
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investment or trading; (3) All documents provided to any prospective customer, including but not 

limited to brochures, prospectuses, reports, disclosure documents, advertisements, presentations, 

or other marketing materials; (4) All account statements or performance statements prepared for 

any customer/investor; (5) The amount, date, and payor of each separate payment or funds 

transfer received from each investor; and (6) All account statements for any bank or other 

financial account used to send, receive, or transfer funds in connection with futures trading. 

80. On June 25, 2021, Miller sent an email to Commission Staff along with a PDF 

attachment. The attachment contained a written response to the subpoena stating “Here is 

everything I have for PDM.” The only documents accompanying the response were a copy of 

the Investment Agreement with PDM and a copy of a form 1099B from Dorman Trading for the 

year 2020. 

I. Dendinger’s False Statements to the CFTC 

81. On May 18, 2021, Commission Staff issued subpoenas duces tecum to Dendinger 

and PDM, service of which was accepted by their attorney. The subpoenas sought certain 

categories of documents, including: 

All account statements and opening documents for any account you used to 

enter into any transactions involving any of the Financial Products (as defined 

above), including, but not limited to, all accounts at any futures commission 

merchant, introducing broker, or retail foreign exchange dealer, located in the 

United States or in another country, that were opened or maintained in your 

name or in the name of any other sole proprietorship, partnership, limited 

liability company, or corporation owned, controlled, operated, or managed by 

you. 

82. The subpoena defined “Financial Products” as “commodity futures, options on 

commodity futures, commodity options, foreign currency contracts, and/or retail commodity 

transactions.” 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 18 of 37
19 

83. In a June 17, 2021, response to the CFTC’s subpoena, Dendinger, via his counsel, 

stated that “No accounts controlled by the parties were used to enter into any transactions 

involving any Financial Products as defined in the Subpoena Documents that the parties are 

aware of.” 

84. On July 9, 2021, CFTC Staff wrote a letter to Dendinger, via his counsel, seeking 

clarification of the response, writing: 

Item No. 1 of the Subpoenas seeks account statements and opening documents 

for any accounts held by Mr. Dendinger, . . . and/or any entity or commodity 

pool controlled by them, including but not limited to Punch Drunk Marketing 

LLC, that they (individually or collectively) used to enter into any transactions 

involving any of the “Financial Products” during the period of January 1, 2017 

to the present (the “Relevant Time Period”). As defined in the Subpoenas, the 

“Financial Products” referenced in Item No. 1 include commodity futures,

options on commodity futures, commodity options, foreign currency contacts, 

and/or retail commodity transactions. Please note that any accounts held in 

your clients’ names at any futures commission merchant (“FCM”) would be 

subject to Item No. 1. We understand from your clients’ written responses to 

Item No. 1 that they are taking the position that they held no accounts at any 

FCM or other financial institution in which they traded any of the Financial 

Products during the Relevant Time Period. Please confirm in writing that our 

understanding of their position is accurate by July 19, 2021. 

85. In a July 22, 2021, response, Dendinger, via his counsel, stated that he and PDM 

had “no accounts in their names with any futures commission merchant, nor have they engaged 

in any trading of any Financial Products.” 

86. In fact, in February 2017, Dendinger opened futures trading account **7578 in 

the name of PDM with Dorman Trading, a registered FCM. No trading occurred in this account. 

87. Additionally, Dendinger opened futures trading account **8715 in his own name 

with Dorman Trading in October 2018. From November 2018 through June 2021, Dendinger 

executed trades in crude oil and E-mini S&P 500 futures contracts in the account. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 19 of 37
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88. Dendinger knew that the Commission had requested documents regarding his and 

PDM’s futures trading accounts. On information and belief, Dendinger provided his attorney the 

information in the June 17, 2021, response to the May 18, 2021 subpoena and in the July 22, 

2021, letter about his and PDM’s futures trading accounts. Dendinger’s attorney acted as his 

agent in submitting the June 17, 2021, in response to the May 18, 2021 subpoena and the July 22, 

2021, letter to Commission Staff. 

89. Dendinger’s statement in the June 17, 2021, response to the CFTC’s subpoena 

that “No accounts controlled by the parties were used to enter into any transactions involving any 

Financial Products as defined in the Subpoena Documents that the parties are aware of” was 

false and misleading. 

90. Dendinger’s statement in the July 22, 2021, letter that he and PDM had “no 

accounts in their names with any futures commission merchant, nor have then engaged in any 

trading of and Financial Products” was false and misleading. 

91. Dendinger’s statements that he and PDM had “no accounts in their names with 

any futures commission merchant, nor have they engaged in any trading of and Financial 

Products” were material to the Commission’s investigation, in that the falsely indicated that 

Dendinger had not personally engaged in trading and may not be fully aware of the risk of loss in 

trading commodity futures. Dendinger’s statement was also capable of distracting the 

Commission from inquiring further into Dendinger’s own offer to trade and/or trading on behalf 

of one or more PDM pool participants. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 20 of 37
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V. VIOLATIONS OF THE COMMODITY EXCHANGE ACT 

COUNT ONE

Violations of Section of Section 4o(1)(A)-(B) of the Act, 7 U.S.C. § 6o(1)(A)-(B) 

(Fraud by CTAs and APs of CTAs) 

(Flip 2 Futures and Miller) 

92. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

93. A CTA is defined in Section 1a(12)(A)(i) of the Act, 7 U.S.C. § 1a(12)(A)(i), in 

relevant part, as “any person who for compensation or profit, engages in the business of advising 

others, either directly or through publications, writings, or electronic media, as to the value or 

advisability of trading in” commodity interests. 

94. An AP of a CTA is defined in Regulation 1.3, 17 C.F.R. § 1.3 (2022), in relevant 

part, as any “partner, officer, employee, consultant, or agent (or any natural person occupying a 

similar status or performing similar functions), in any capacity which involves [ ] the solicitation 

of a client’s or prospective client’s discretionary account.” 

95. During the Relevant Period, Flip 2 Futures acted as a CTA, under Miller’s 

direction and control, and Miller acted as an AP of a CTA, by soliciting funds from PDM for 

discretionary futures trading by Miller. 

96. 7 U.S.C. § 6o(1)(A)-(B), makes it unlawful for a CTA or an AP of a CTA, “by 

use of the mails or any means or instrumentality of interstate commerce, directly or indirectly – 

—(A) to employ any device, scheme, or artifice to defraud any client or participant or 

prospective client or participant; or (B) to engage in any transaction, practice or course of 

business which operates as a fraud or deceit upon any client or participant or prospective client 

or participant.” As provided in Regulation 4.15, 17 C.F.R. § 4.15 (2022), 7 U.S.C. § 6o(1) 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 21 of 37
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applies to all CTAs and APs of CTAs whether registered, required to be registered, or exempted 

from registration. 

97. During the Relevant Period and as described above, Flip 2 Futures, acting as a 

CTA, and Miller, acting as an AP of a CTA, while using the mails or other means or 

instrumentalities of interstate commerce, violated 7 U.S.C. § 6o(1)(A)-(B) by making false and 

misleading statements and otherwise deceiving Dendinger and/or PDM about: 

a. the profitability of Miller’s past trading; and 

b. having other funds under management. 

98. During the Relevant Period and as described above, Flip 2 Futures, acting as a 

CTA, and Miller, acting as an AP of a CTA, while using the mails or other means or 

instrumentalities of interstate commerce, violated 7 U.S.C. § 6o(1)(A)-(B) by misappropriating 

funds provided by PDM for futures trading. 

99. The foregoing acts, omissions, and failures by Miller occurred within the course 

or scope of his employment or office with Flip 2 Futures. Pursuant to Section 2(a)(1)(B) of the 

Act, 7 U.S.C. § 2(a)(1)(B), and Regulation 1.2, 17 C.F.R. § 1.2 (2022), Flip 2 Futures is liable as 

a principal for Miller’s violations of 7 U.S.C. § 6o(1)(A)-(B). 

100. Each misrepresentation or omission of material fact, employment of a device, 

scheme, or artifice to defraud, and transaction, practice, or course of business which operated as 

a fraud or deceit made during the Relevant Period, including but not limited to those specifically 

alleged herein, constitutes a separate and distinct violation of 7 U.S.C. § 6o(1)(A) and/or (B). 

 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 22 of 37
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COUNT TWO

Violations of Section 4m(1) of the Act, 7 U.S.C. § 6m(1) 

(Failure to Register as a CTA) 

(Flip 2 Futures and Miller) 

101. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

102. Flip 2 Futures, for compensation or profit, engaged in the business of advising 

others, either directly or through publications, writings, or electronic media, as to the value of or 

the advisability of trading contracts of sale of a commodity for future delivery, such as oil 

futures, thus making it a CTA as defined, in relevant part, by Section 1a(12) of the Act, 7 U.S.C. 

§ 1a(12). 

103. Flip 2 Futures held itself out generally to the public as a CTA. 

104. Flip 2 Futures was not exempt from registering as a CTA. 

105. Flip 2 Futures made use of the mails or other means of interstate commerce in 

connection with its business as a CTA, while failing to register with the Commission as a CTA, 

in violation of 7 U.S.C. § 6m(1). 

106. During the Relevant Period, Miller held and exercised direct or indirect control 

over Flip 2 Futures, and either did not act in good faith or knowingly induced, directly or 

indirectly, Flip 2 Futures’ violations, and is therefore liable as a controlling person of Flip 2 

Futures, pursuant to Section 13(b) of the Act, 7 U.S.C. § 13c(b), for Flip 2 Futures’ violations of 

7 U.S.C. § 6m(1). 

 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 23 of 37
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COUNT THREE

Violations of Section 4k(3) of the Act, 7 U.S.C. § 6k(3), 

and Regulation 3.12(a), 17 C.F.R. § 3.12(a) (2022) 

(Failure to Register as an AP of a CTA; Permitting an Unregistered AP of a CTA) 

(Miller and Flip 2 Futures) 

107. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

108. U.S.C. § 6k(3), in relevant part, makes it “unlawful for any person to be 

associated with a commodity trading advisor as a partner, officer, employee, consultant, or agent 

(or any person occupying a similar status or performing similar functions), in any capacity which 

involves (i) the solicitation of a client’s or prospective client’s discretionary account or (ii) the 

supervision of any person or persons so engaged, unless such person is registered with 

the Commission under this chapter as an associated person of such commodity trading advisor 

and such registration shall not have expired, been suspended (and the period of suspension has 

not expired), or been revoked.” 

109. 7 U.S.C. § 6k(3), in relevant part, further makes it “unlawful for 

a commodity trading advisor to permit such a person to become or remain associated with 

the commodity trading advisor in any such capacity if the commodity trading advisor knew or 

should have known that such person was not so registered or that such registration had expired, 

been suspended (and the period of suspension has not expired), or been revoked.” 

110. 17 C.F.R. § 3.12(a), makes it “unlawful for any person to be associated with a . . . 

commodity trading advisor... as an associated person unless that person shall have registered 

under the Act as an associated person of that sponsoring . . . commodity trading advisor. . . .” 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 24 of 37
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111. During the Relevant Period, Miller acted as an officer, employee, or agent of Flip 

2 Futures in a capacity that involved soliciting others to provide funds for the purpose of 

investing in commodity futures trading by Flip 2 Futures. 

112. Miller was required to register as an AP of a CTA. By failing to register, Miller 

violated 7 U.S.C. § 6k(3) and Regulation 3.12(a). 

113. During the Relevant Period, Flip 2 Futures permitted Miller to become or remain 

associated with Flip 2 Futures. Flip 2 Futures knew that Miller was not registered as an AP. 

Accordingly, Flip 2 Futures violated 7 U.S.C. § 6k(3). 

114. Throughout the Relevant Period, Miller held and exercised direct or indirect 

control over Flip 2 Futures, and either did not act in good faith or knowingly induced, directly or 

indirectly, Flip 2 Futures’ violations, and is therefore liable as a controlling person of Flip 2 

Futures, pursuant to 7 U.S.C. § 13c(b), for Flip 2 Futures’ violations of 7 U.S.C. § 6k(3). 

COUNT FOUR

Violation of Regulation 4.30(a), 17 C.F.R. § 4.30(a) (2022) 

(Accepting Client Funds in CTA’s Name) 

(Flip 2 Futures and Miller) 

115. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

116. 17 C.F.R. § 4.30(a), prohibits a CTA from soliciting, accepting or receiving from 

an existing or prospective client funds, securities or other property in the trading advisor’s name 

(or extend credit in lieu thereof) to purchase, margin, guarantee or secure any commodity 

interest of the client. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 25 of 37
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117. During the Relevant Period, Flip 2 Futures solicited, accepted, and received from 

PDM funds in Flip 2 Futures’ name to purchase, margin, guarantee or secure commodity futures 

trading for PDM, in violation of 17 C.F.R. § 4.30(a). 

118. Throughout the Relevant Period, Miller held and exercised direct or indirect 

control over Flip 2 Futures, and either did not act in good faith or knowingly induced, directly or 

indirectly, Flip 2 Futures’ violations, and is therefore liable as a controlling person of Flip 2 

Futures, pursuant to 7 U.S.C. § 13c(b), for Flip 2 Futures’ violations of 17 C.F.R § 4.30(a). 

COUNT FIVE

Violation of Regulation 4.31(a), 17 C.F.R. § 4.31(a) (2022) 

(Failure to Provide Disclosure Document) 

(Flip 2 Futures and Miller) 

119. 17 C.F.R. § 4.31(a) requires each CTA registered or required to be registered 

under the Act to deliver or cause to be delivered to a prospective client a Disclosure Document 

prepared in accordance with Commission Regulations. 

120. During the Relevant Period, Flip 2 Futures, which acted as a CTA, failed to 

deliver to PDM a Disclosure Document prepared in accordance with Commission Regulations. 

121. Throughout the Relevant Period, Miller held and exercised direct or indirect 

control over Flip 2 Futures, and either did not act in good faith or knowingly induced, directly or 

indirectly, Flip 2 Futures’ violations, and is therefore liable as a controlling person of Flip 2 

Futures, pursuant to 7 U.S.C. § 13c(b), for Flip 2 Futures’ violations of 17 C.F.R § 4.31(a). 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 26 of 37
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COUNT SIX

Violation of Regulations 1.31 and 4.33, 17 C.F.R. § 1.31, 4.33 (2022) 

(Failure to Make and Keep Records) 

(Flip 2 Futures and Miller) 

122. 17 C.F.R. § 4.33 requires that “Each commodity trading advisor registered or 

required to be registered under the Act must make and keep” certain books and records in an 

accurate, current and orderly manner at its main business office and in accordance with 

Regulation 1.31, 17 C.F.R. § 1.31 (2022). Specifically, CTAs are required to make and keep 

books and records concerning clients and subscribers, including name and address, written 

agreements, records of commodity interest accounts and all transactions, and statements, among 

other things. 

123. 17 C.F.R. § 1.31, requires CTAs to retain books and records required under 

17 C.F.R. § 4.33 and to make them available to the Commission. 

124. In violation of 17 C.F.R. §§ 1.31 and 4.33, Flip 2 Futures, which acted as a CTA, 

failed to make, keep, and/or make available to the Commission required records, including: 

(1) All account statements for any trading account used; (2) All communications between Flip 2 

Futures and/or Miller and any person from whom they received funds or assets in any form for 

the purpose of investment or trading; (3) All documents provided to any prospective customer, 

including but not limited to brochures, prospectuses, reports, disclosure documents, 

advertisements, presentations, or other marketing materials; (4) All account statements or 

performance statements prepared for any customer/investor; (5) The amount, date, and payor of 

each separate payment or funds transfer received from each investor; and (6) All account 

statements for any bank or other financial account used to send, receive, or transfer funds in 

connection with futures trading. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 27 of 37
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125. Throughout the Relevant Period, Miller held and exercised direct or indirect 

control over Flip 2 Futures, and either did not act in good faith or knowingly induced, directly or 

indirectly, Flip 2 Futures’ violations, and is therefore liable as a controlling person of Flip 2 

Futures, pursuant to 7 U.S.C. § 13c(b), for Flip 2 Futures’ violations of 17 C.F.R §§ 1.31 and 

4.33. 

COUNT SEVEN

Violations of Section of Section 4o(1)(A)-(B) of the Act, 7 U.S.C. § 6o(1)(A)-(B) 

(Fraud by CPOs and APs of CPOs) 

(PDM and Dendinger) 

126. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

127. A CPO is defined in Section 1a(11)(A) of the Act, 7 U.S.C. § 1a(11)(A), in 

relevant part, as any person: 

(i) engaged in a business that is of the nature of a commodity pool, investment 

trust, syndicate, or similar form of enterprise, and who, in connection therewith, 

solicits, accepts, or receives from others, funds, securities, or property, either 

directly or through capital contributions, the sale of stock or other forms of 

securities, or otherwise, for the purpose of trading in commodity interests, 

including any [ ] commodity for future delivery[.] 

128. An AP of a CPO is defined in 17 C.F.R. § 1.3, in relevant part, as any “partner, 

officer, employee, consultant, or agent (or any natural person occupying a similar status or 

performing similar functions), in any capacity which involves [ ] the solicitation of funds, 

securities, or property for a participation in a commodity pool . . . .” 

129. During the Relevant Period, PDM acted as a CPO, under Dendinger’s direction 

and control, and Dendinger acted as an AP of a CPO, by soliciting and accepting funds from 

others for the purpose of participating in a pooled investment vehicle trading in commodity 

futures contracts. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 28 of 37
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130. Section 4o(1) of the Act, 7 U.S.C. § 6o(1), states that: 

It shall be unlawful for a . . . commodity pool operator, or associated person of a 

commodity pool operator, by use of the mails or any means or instrumentality of 

interstate commerce, directly or indirectlyെ(A) to employ any device, scheme, or 

artifice to defraud any client or participant or prospective client or participant; or 

(B) to engage in any transaction, practice or course of business which operates as 

a fraud or deceit upon any client or participant or prospective client or participant. 

131. During the Relevant Period and as described above, PDM, acting as a CPO, and 

Dendinger, acting as an AP of a CPO, while using the mails or other means or instrumentalities 

of interstate commerce, violated 7 U.S.C. § 6o(1)(A)-(B) by misappropriating pool participant 

funds. 

132. The foregoing acts, omissions, and failures by Dendinger occurred within the 

course or scope of his employment or office with PDM. Pursuant to 7 U.S.C. § 2(a)(1)(B) and 

17 C.F.R. § 1.2 , PDM is liable as a principal for Dendinger’s violations of 7 U.S.C. § 6o(1)(A)-

(B). 

133. Each employment of a device, scheme, or artifice to defraud, and transaction, 

practice, or course of business which operated as a fraud or deceit made during the Relevant 

Period, including but not limited to those specifically alleged herein, constitutes a separate and 

distinct violation of 7 U.S.C. § 6o(1)(A) and/or (B). 

COUNT EIGHT

Violations of Section 4m(1) of the Act, 7 U.S.C. § 6m(1) 

(Failure to Register as a CPO) 

(PDM and Dendinger) 

134. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

135. With certain specified exceptions and exemptions not applicable here, 7 U.S.C. 

§ 6m(1) makes it unlawful for any CPO to make use of the mails or any means or instrumentality 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 29 of 37
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of interstate commerce in connection with its business, unless it is registered with the 

Commission. 

136. As alleged herein, throughout the Relevant Period, PDM acted as an unregistered 

CPO, and accordingly violated 7 U.S.C. § 6m(1), by using the mails and other means and 

instrumentalities of interstate commerce in connection with its business as a CPO by operating or 

soliciting funds for a commodity pool that engaged in commodity futures trading, without having 

registered with the Commission as a CPO. 

137. PDM did not claim any exemption from registration as a CPO. 

138. During the Relevant Period, Dendinger held and exercised direct or indirect 

control over PDM, and either did not act in good faith or knowingly induced, directly or 

indirectly, PDM’s violations, and is therefore liable, pursuant to 7 U.S.C. § 13c(b), for PDM’s 

violations of 7 U.S.C. § 6m(1). 

COUNT NINE

Violations of Section 4k(1) of the Act, 7 U.S.C. § 6k(2), 

and Regulation 3.12(a), 17 C.F.R. § 3.12(a) (2022) 

(Failure to Register as an AP of a CPO; Permitting an Unregistered AP of a CPO) 

(Dendinger and PDM ) 

139. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

140. With certain specified exceptions and exemptions not applicable here, 7 U.S.C. 

§ 6k(2)(i) makes it unlawful for any person to be associated with a CPO as a “partner, officer, 

employee, consultant or agent (or any person occupying a similar status or performing similar 

functions), in any capacity that involves (i) the solicitation of funds, securities, or property for a 

participation in a commodity pool, . . . unless such person is registered with the Commission” as 

an AP of the CPO. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 30 of 37
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141. 7 U.S.C. § 6k(2), also prohibits a CPO from permitting “such a person to become 

or remain associated with” it, in any such capacity, if the CPO knew or should have known that 

such person was not registered as an AP. 

142. 17 C.F.R. § 3.12(a), makes it “unlawful for any person to be associated with a . . . 

commodity pool operator . . . as an associated person unless that person shall have registered 

under the Act as an associated person of that sponsoring . . . commodity pool operator. . . .” 

143. During the Relevant Period, Dendinger was associated with PDM as an officer, 

employee, director and owner; in addition, Dendinger solicited investments on behalf of PDM in 

the commodity pool operated by PDM. As such, Dendinger was required to register as an AP of 

a CPO. By failing to register, Dendinger violated 7 U.S.C. § 6k(2), and 17 C.F.R. § 3.12(a). 

144. During the Relevant Period, PDM permitted Dendinger to become or remain 

associated with PDM. PDM knew that Dendinger was not registered as an AP. Accordingly, 

PDM violated 7 U.S.C. § 6k(2). 

145. Throughout the Relevant Period, Dendinger held and exercised direct and indirect 

control over PDM, and either did not act in good faith or knowingly induced, directly or 

indirectly, PDM’s violations, and is therefore liable as a controlling person of PDM, pursuant to 

7 U.S.C. § 13c(b), for PDM’s violations of 7 U.S.C. § 6k(2). 

COUNT TEN

Violations of Regulation 4.20(c), 17 C.F.R. §§ 4.20(c) (2022) 

(Commingling of Funds) 

(PDM and Dendinger) 

146. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 31 of 37
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147. 17 C.F.R. § 4.20(c), prohibits a CPO from commingling the property of a 

commodity pool with the property of any other person. 

148. During the Relevant Period and as described above, PDM commingled pool 

participant funds with funds of other persons, including funds belonging to PDM and Dendinger, 

in violation of 17 C.F.R. § 4.20(c). 

149. Each commingling of a pool participant’s funds is alleged as a separate and 

distinct violation by PDM of 17 C.F.R. § 4.20(c). 

150. Throughout the Relevant Period, Dendinger held and exercised direct or indirect 

control over PDM, and either did not act in good faith or knowingly induced, directly or 

indirectly, PDM’s violations and is therefore liable as a controlling person of PDM, pursuant to 

7 U.S.C. § 13c(b), for PDM’s violations of 17 C.F.R § 4.20(c). 

COUNT ELEVEN

Violations of Regulation 4.21(a)(1), 17 C.F.R. § 4.21(a)(1) (2022) 

(Failure to Provide Disclosure Document) 

(PDM and Dendinger) 

151. 17 C.F.R. § 4.21(a)(1), requires each CPO registered or required to be registered 

under the Act to deliver or cause to be delivered to a prospective pool participant a Disclosure 

Document prepared in accordance with the Commission’s Regulations. 

152. During the Relevant Period, PDM failed to deliver to prospective pool 

participants a Disclosure Document prepared in accordance with the Commission’s Regulations. 

153. Each failure to deliver a Disclosure Document to a prospective pool participant is 

alleged as a separate and distinct violation by PDM of 17 C.F.R. § 4.21(a)(1). 

154. Throughout the Relevant Period, Dendinger held and exercised direct or indirect 

control over PDM, and either did not act in good faith or knowingly induced, directly or 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 32 of 37
33 

indirectly, PDM’s violations, and is therefore liable as a controlling person of PDM, pursuant to 

7 U.S.C. § 13c(b), for PDM’s violations of 17 C.F.R § 4.21(a)(1). 

COUNT TWELVE

Violations of Section 6(c)(2) of the Act, 7 U.S.C. § 9(2) 

(False Statements to the Commission) 

(Dendinger) 

155. The allegations set forth in the preceding paragraphs are re-alleged and 

incorporated herein by reference. 

156. Section 6(c)(2) of the Act, 7 U.S.C. § 9(2), makes it unlawful “for any person to 

make any false or misleading statement of a material fact to the Commission, . . . or to omit to 

state in any such statement any material fact that is necessary to make any statement of a 

material fact made not misleading in any material respect, if the person knew, or reasonably 

should have known, the statement to be false or misleading.” 

157. In June 17, 2021, response to the CFTC’s subpoena Dendinger made false or 

misleading statements of material fact while he knew the statements he made to be false or 

misleading, in violation of 7 U.S.C. § 9(2). Specifically, Dendinger falsely stated that “No 

accounts controlled by the parties were used to enter into any transactions involving any 

Financial Products as defined in the Subpoena Documents that the parties are aware of.” 

158. On July 22, 2021, in a letter from his counsel to the Commission, Dendinger 

made false or misleading statements of material fact while he knew the statements he made to be 

false or misleading, in violation of 7 U.S.C. § 9(2). Specifically, Dendinger falsely stated that he 

and PDM had “no accounts in their names with any futures commission merchant, nor have then 

engaged in any trading of and Financial Products”. 

159. Each false and misleading statement of material fact, including but not limited to 

those specifically alleged herein, is alleged as a separate and distinct violation of 7 U.S.C. § 9(2). 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 33 of 37
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VI. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that this Court, as authorized by 

Section 6c of the Act, 7 U.S.C. § 13a-1, and pursuant to its own equitable powers: 

A. Find that Defendants Flip 2 Futures and Miller violated Sections 4k(3), 4m(1), 

and 4o(1)(A)-(B) of the Act, 7 U.S.C. §§ 6k(3), 6m(1), 6o(1)(A)-(B), and Regulations 1.31, 

4.30(a), 4.31(a), and 4.33, 17 C.F.R §§ 1.31, 4.30(a), 4.31(a), 4.33 (2022); 

B. Find that Defendant Miller further violated Regulation 3.12(a), 17 C.F.R. 

§ 3.12(a) (2022); 

C. Find that Defendants PDM and Dendinger violated 7 U.S.C. §§ 6k(2), 6m(1), 

6o(1)(A)-(B) and Regulations 4.20(c), and 4.21(a)(1);17 C.F.R §§ 4.20(c), 4.21(a)(1) (2022); 

D. Find that Defendant Dendinger further violated Section 6(c)(2) of the Act, 7 

U.S.C. § 9(2) and 17 C.F.R. § 3.12(a); 

E. Enter an order of permanent injunction enjoining Defendants Flip 2 Futures and 

Miller, and their affiliates, agents, servants, employees, successors, assigns, attorneys, and all 

persons in active concert with them, who receive actual notice of such order by personal service 

or otherwise, from engaging in the conduct described above, in violation of 7 U.S.C. §§ 6k(3), 

6m(1), and 6o(1)(A)-(B), and 17 C.F.R §§ 1.31, 4.30(a), 4.31(a), and 4.33; 

F. Enter an order of permanent injunction enjoining Defendant Miller, and his 

affiliates, agents, servants, employees, successors, assigns, attorneys, and all persons in active 

concert with him, who receive actual notice of such order by personal service or otherwise, from 

engaging in the conduct described above, in violation of 17 C.F.R. § 3.12(a). 

G. Enter an order of permanent injunction enjoining Defendants PDM and 

Dendinger, and their affiliates, agents, servants, employees, successors, assigns, attorneys, and 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 34 of 37
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all persons in active concert with them, who receive actual notice of such order by personal 

service or otherwise, from engaging in the conduct described above, in violation of 7 U.S.C. 

§§ 6k(2), 6m(1), 6o(1)(A) and (B), and 17 C.F.R §§ 4.20(c), and 4.21(a)(1); 

H. Enter an order of permanent injunction enjoining Defendant Dendinger and his 

affiliates, agents, servants, employees, successors, assigns, attorneys, and all persons in active 

concert with him, who receive actual notice of such order by personal service or otherwise, from 

engaging in the conduct described above in violation of 7 U.S.C. § 9(2) and 17 C.F.R. § 3.12(a); 

I. Enter an order of permanent injunction restraining and enjoining Defendants and 

their affiliates, agents, servants, employees, successors, assigns, attorneys, and all persons in 

active concert with them, from directly or indirectly: 

1) Trading on or subject to the rules of any registered entity (as that term is 

defined by Section 1a(40) of the Act, 7 U.S.C. § 1a(40)); 

2) Entering into any transactions involving “commodity interests” (as that term is 

defined in Regulation 1.3, 17 C.F.R. § 1.3 (2022)), for accounts held in the 

name of any Defendant or for accounts in which any Defendant has a direct or 

indirect interest; 

3) Having any commodity interests traded on any Defendants’ behalf; 

4) Controlling or directing the trading for or on behalf of any other person or 

entity, whether by power of attorney or otherwise, in any account involving 

commodity interests; 

5) Soliciting, receiving, or accepting any funds from any person for the purpose 

of purchasing or selling of any commodity interests; 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 35 of 37
36 

6) Applying for registration or claiming exemption from registration with the 

CFTC in any capacity, and engaging in any activity requiring such registration 

or exemption from registration with the CFTC except as provided for in 

Regulation 4.14(a)(9), 17 C.F.R. § 4.14(a)(9) (2022); and 

7) Acting as a principal (as that term is defined in Regulation 3.1(a), 17 C.F.R. 

§ 3.1(a) (2022)), agent, or any other officer or employee of any person 

registered, exempted from registration, or required to be registered with the 

CFTC except as provided for in 17 C.F.R. § 4.14(a)(9). 

J. Enter an order directing Defendants, as well as any third-party transferee and/or 

successors thereof, to disgorge, pursuant to such procedure as the Court may order, all benefits 

received including, but not limited to, salaries, commissions, loans, fees, revenues, and trading 

profits derived, directly or indirectly, from acts or practices which constitute violations of the Act 

and Regulations as described herein, including pre-judgment and post-judgment interest; 

K. Enter an order requiring Defendants, as well as any successors thereof, to make 

full restitution to every person who has sustained losses proximately caused by the violations 

described herein, including prejudgment and post-judgment interest; 

L. Enter an order directing Defendants, as well as any successors thereof, to rescind, 

pursuant to such procedures as the Court may order, all contracts and agreements, whether 

implied or express, entered into between, with or among Defendants and any of the pool 

participants whose funds were received by Defendants, as a result of the acts and practices that 

constituted violations of the Act and Regulations as described herein; 

M. Enter an order directing Defendants to pay a civil monetary penalty assessed by 

the Court, in an amount not to exceed the penalty prescribed by Section 6c(d)(1) of the Act, 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 36 of 37
37 

7 U.S.C. § 13a-1(d)(1), as adjusted for inflation pursuant to the Federal Civil Penalties Inflation 

Adjustment Act Improvements Act of 2015, Pub. L. 114-74, tit. VII, § 701, 129 Stat. 584, 599-

600, see Regulation 143.8, 17 C.F.R. § 143.8 (2022), for each violation of the Act and 

Regulations, as described herein; 

N. Enter an order requiring Defendants to pay costs and fees as permitted by 

28U.S.C. §§ 1920, and 2413(a)(2); and 

O. Enter an order providing such other and further relief as this Court may deem 

necessary and appropriate under the circumstances. 

Dated: February 22, 2023 Respectfully submitted, 

 By: /s/ Christine Ryall 

CHRISTINE RYALL

Chief Trial Attorney 

cryall@cftc.gov 

Florida Bar # 0983550 

JULIA COLARUSSO 

Trial Attorney 

jcolarusso@cftc.gov 

D.C. Bar # 1010466 

PAUL HAYECK 

Deputy Director 

phayeck@cftc.gov 

Mass. Bar # 554815 

Attorneys for Plaintiff 

COMMODITY FUTURES 

 TRADING COMMISSION 

1155 21st Street, NW 

Washington, D.C. 20581-0001 

Phone: (202) 418-5000 

Fax: (202) 418-5521 

CASE 0:23-cv-00436 Doc. 1 Filed 02/22/23 Page 37 of 37