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ALISON B. WILSON (Attorney-In-Charge), pro hac vice pending 

SEAN HENNESSY, pro hac vice pending United States Courts 

Southern District of Texas 

Attorneys for Plaintiff FILED 

CO:MlvIODITYFUTURES 

TRADING CO:Ml\-fiSSION JAN 3 0 2023 

1155 21st Street, N.W. 

Washington, D.C. 20581 

Telephone: (202) 418-5000 

Nathan Ochsner, Clerk of COUit 

awilson@cftc.gov 

shennessy@cftc.gov 

THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF TEXAS 

COlv!MODITY FUTURES 

TRADING COMMISSION, 

Plaintiff, 

v. 

MARCUS TODD BRISCO, YAS 

CASTELL UM LLC, Y AS CASTELL UM 

FINANCIAL LLC, TIN QUOC TRAN, 

FRANCISCO STORY, FREDIRICK 

SAFRANKO, a/k/a TED SAFRANKO, 

SAEG CAPITAL GENERAL 

MANAGEMENT LP, and MICHAEL 

SHANNON SIMS, 

Defendants. 

Civil Case No. 

COMPLAINT FOR INJUNCTIVE 

RELIEF, CIVIL MONETARY 

PENALTIES, RESTITUTION, AND 

OTHER EQUITABLE RET,TEF 

COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY 

PENALTIES, RESTITUTION AND OTIIER. EQUITABLE RELIEF 
Ca 4:23-cv-00336 *SEALED* Document 1 Filed on 01/31/23 in TXSD Page 2 of 48 

Plainfilt Commodity Futures Trading Commission ("Commission"), by and through its 

attorneys, alleges as follows: 

L SUM1\'1ARY 

1. From at least April 2020 through the present (the ''Relevant Period''), Marcus Brisco 

("Brisco"), Y as Castellum LLC ("Y as 1 ''), Y as Castellum Financial LLC ("Y as 2"), Tin Tran 

{''Tran"), and Michael Sims ("Sims''), operated three interconnected fraudulent schemes in which 

they solicited and/or accepted funds, from individuals and entities who are not eligible contract 

participants ("ECPs"), as defined by Section 1 a(l 8) of the Commodity Exchange Act ("Act"), 7 

U.S.C. § la(18), purportedly to trade leveraged or margined retail foreign currency exchange 

("forex'') and leveraged or margined gold-U.S. dollar pair ("XAUUSD'') transactions ("retail 

commodity transactions''). In fact, Y as 1, Y as 2, Brisco, and Tran did not send any funds to a finn 

that trades forex or XAUUSD. Instead, nearly all of the funds were directed to commodity pools 

controlled and operated by Tran (collectively, the "Tran Pools" and individually, "Tran-Pool I", 

''Tran-Pool 2", and "Tran-Pool 3''), and Tran, Yas 2, and Brisco misappropriated a portion of the 

funds for other purposes. 

2. In the first of the three schemes, which operated from at least October 2020 to May 

2022, Yas 1 and Brisco, the firm's CEO, fraudulently solicited prospective pool participants ("Pool 

Participants'') to transfer funds to Y as 1 for the ostensible purpose of participating in a purported 

Y as 1 commodity pool. Among other things, Y as 1 and Brisco made material misrepresentations 

and omissions regarding where they would maintain Pool Participant funds, how they would trade 

with those funds, and who would do the trading. They also provided prospective Pool Participants 

with false infonnation about Y as 1 's historical trading profits. Based upon these material 

misrepresentations and omissions, at least 43 Pool Participants transferred no less than $470,780 to 

Y as 1 to participate in its purported commodity pool. However, Brisco did not direct any Pool 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY PENALTIES, RES1TIUTION, AND OTHER 

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Participant funds to a ftnn that trades forex or XAUUSD or maintain funds in a Y as 1 commodity 

pool account as promised. Instead, unbelmownst to Yas 1 's Pool Participants, Brisco transferred 

most of the Pool Participant funds to the Tran Pools and a small portion to another fmn ("Pmported 

Trading Firm 2"). Brisco did so at the direction and with the assistance of Mike Sims ("Sims"), his 

brother-in-law and the purported CEO of the firm that was supposed to trade on behalf ofYas 1 

(''Purported Trading Finn l''). Sims was aware that these Pool Participant funds were supposed to 

be used to trade forex or XAUUSD. Sims instructed Brisco to disguise the transfers as payments 

for "services" so the scheme would not be discovered. To further conceal the scheme, Y as 1 

provided Pool Participants with false weekly account statements created by Brisco that showed their 

purported trading profits. In addition, Y as 1 did not set up the commodity pool or receive pool 

funds in the manner required by Commission Regulations. 

3. The second fraudulent scheme began in the wake of a March 2022 examination by 

the National Futures Association ("NF A''), which identified "serious concerns''· about Y as 1 's "lack 

of oversight and control of investor funds." In response, Brisco told the NFA that Yas 1 was 

ceasing operations. However, without notifying the NF A, Brisco relaunched Y as 1 as a new entity, 

Y as 2, and created a new purported commodity pool. Brisco told prospective Pool Participants that 

Y as 2 would use the same brokers, platfonn, and trading strategies as Y as 1. From June ·2022 to 

present, Yas 2 and Brisco, while acting in an unregistered capacity, fraudulently solicited 

prospective Pool Participants using many of the same misrepresentations and omissions as Yas 1, 

including by falsely stating that Y as 2 would use Pool Participant funds exclusively to trade 

XAUUSD on a leveraged or margined basis. Based on these material misrepresentations and 

omissions, at least 57 Pool Participants transferred no less than $1,585,261 to participate in Yas 2's 

purported commodity pool. However, Y as 2 misappropriated Pool Participant funds by transferring 

most of the funds to Tran-Pool 3, and none were directed to a firm that trades XAUUSD. Brisco 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVll, MONETARY PENAL TIES, RESTITUTION, AND OTHER. 

EQUITABLE RELIEF 
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also misappropriated Pool Participant funds by paying himself for purported trading profits that did 

not exist. Additionally, Y as 2 did not set up the commodity pool or receive pool funds in the 

manner required by Commission Regulations. 

4. Tran operated a third fraudulent scheme from at least April 2020 to present through 

which he directly accepted funds intended for trading forex or XAUUSD into one of the Tran Pools 

that he controlled During the Relevant Period, Tran accepted at least $144,043,883 from no less 

than 913 Pool Participants at least some, if not all, of which was intended for trading forex or 

XAUUSD (which includes $1,448,328 transferred to the Tran Pools by Brisco for Yas 1 and Yas 2). 

However, Tran did not send any Pool Participant funds to a finn that trades forex or XAUUSD. 

Instead, he misappropriated some of the Pool Participant funds by using them to pay invoices, 

unrelated individuals, repay a "loan", and to subsidize his unrelated businesses. Tran also 

commingled pool funds with non-pool property in bank accounts that he controlled. 

5. To conceal Tran's scheme from regulators, Francisco Story ("Story'') and Ted 

Safranko ("Safranko''), in their roles as directors and officers of SAEG Capital General 

Management LP ("SAEG GM"), lmowingly submitted falsified bank statements to the NF A for 

Tran-Pool 1 accounts during an examination of SAEG GM. Safranko and Story described the TranPool 1 accounts as operational accounts that contained seed capital for SAEG GM which the tinn 

used to pay invoices. Further, they identified Tran as a business associate who helped them with the 

operational and organizational setup for SAEG GM, and provided seed funding to the fum. Story 

and Safranko altered Tran-Pool 1 's bank statements to, among other things, omit more than one 

million dollars of deposits in Tran .. Pool 1 's accounts that were made for the purpose of trading 

forex or XAUUSD. 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY PENALTIES, RESTITUTION, AND OTHER 

EQUITABLE RELIEF 
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6. By virtue of this conduct and the conduct further described herein, Defendants have 

engaged, are engaging, or are about to engage in acts and practices that violate the following 

provisions of the Act and Commission Regulations (''Regulations"): 

a. Yas 1 and Brisco, violations of: 

i. 7 U.S.C. §§ 6b(a)(2)(A)-(C) and 6o(l)(A)-(B)1

; and 

iL 17 C.F.R. §§ 4.20(a)(l) and (b)-{c) and S.2(b)(l)-(3) (2022)2; 

b. Yas 2 and Brisco, violations of: 

i. 7 U.S.C. §§ 6b(a)(2)(A) and (C), 6o(l)(A)-(B), 6k(2)3, and 6m(l)4

; and 

ii. 17 C.F.R. § 4.20(a)(l) and (b); 

c. Tran, violations of: 

i. 7 U.S.C. §§ 2(c)(2)(C)(iii)(l)(cc)5, 6b(a)(2)(A) and (C), 6o(l)(A)-(B), 

and 6m(l); and 

ii. 17 C.F.R. §§ 4.20(c), S.2(b)(l) and (3), and 5.3(a)(2)6 (2022); 

d. Sims, violations of: 

i. 7 U.S.C. §§ 6b(a)(2)(A)-(C) and 6o(l)(A)-(B); and 

ii. 17 C.F.R. § 5.2(b)(l)-(3); 

e. SAEG GM, Story, and Safranko, violations of: 

i. 7 U.S.C. § 13(a)(4)7• 

7. At all times during the Relevant Period, the acts and omissions of Brisco were 

committed within the scope of his employment, agency, or office with Yas 1 and Yas 2; and the acts 

and omissions of Story and Safranko were committed within the scope of their employment, 

agency, or office with SAEG GM. 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), Yas 1 and Yas 2 are liable as principals for 

2 

3 

4 

s 

6 

7 

Sections 4b(a)(2)(A)-(C), 4o(l)(A)-{B) of the Act. 

Regulations 4.20(a)(l), (b)-(c), and 5.2(b)(l}-(3) (2022). 

Section 4k(2) of the Act 

Section 4m(l) of the Act. 

Section 2(c)(2)(C)(iii)(I)(cc) of the Act 

Regulation S.3(a)(2) (2022). 

Section 9(a)(4) of the Act 

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the actions and omissions of Brisco in violation of the Act; and SAEG GM is liable as a principal 

for the actions and omissions of Story and Safranko in violation of the Act. 

8. At all times during the Relevant Period, Brisco was the controlling person ofYas 1 

and Y as 2; and Story and Safranko were controlling persons of SAEG GM. Therefore, pursuant to 

Section 13(b) of the Act, 7 U.S.C. § 13c(b), Brisco is liable for the actions and omissions ofYas 1 

and Y as 2 in violation of the Act; and Story and Safranko and are liable for the actions and 

omissions of SAEG GM in violation of the Act. 

9. Unless restrained and enjoined by this Court, Defendants will likely continue to 

engage in the acts and practices alleged in this Complaint, or in similar illegal acts and practices. 

Accordingly, the Commission brings this action pursuant to Sections 2(c)(2)(C) and 6c of the Act, 

7 U.S.C. §§ 2(c)(2)(C) and 13a-1, to enjoin Defendants' unlawful acts and practices and to compel 

their compliance with the Act and the Regulations promulgated the~under. 

10. In addition, the Commission seeks civil mone~ penalties, restitution, and remedial 

ancillary relief, including but not limited to, trading and registration bans, disgorgement, rescission, 

pre- and post-judgment interest, and other relief as the Court may deem necessary and appropriate. 

II. JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331 (federal 

question jurisdiction) and 28 U.S.C. § 1345 (providing that U.S. 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, 

provides that the U.S. district courts have jurisdiction to hear actions brought by the Commission 

for injunctive relief or to enforce compliance with the Act whenever it shall appear to the 

Commission that a person has e11gaged, 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. 

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12. Section 2(c)(2)(C) of the Act, 7 U.S.C. § 2(c)(2)(C), gives the Commission 

jurisdiction over the forex solicitations and transactions at issue in this action and subjects those 

solicitations and transactions to, inter alia, Sections 4b and 4o of the Act, 7 U.S.C. §§ 6b, 60. 

Similarly, Section 2(c)(2)(D) of the Act, 7 U.S.C. § 2(c)(2)(D) gives the Commission jurisdiction 

over the retail commodity solicitations and transactions at issue in this action and subjects those 

solicitations and transactions to, inter alia, 1 U.S.C. § 6b. 

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

§ 13a-l(e), because Defendants reside in, transact, or transacted busine$ in this District, and certain 

transactions, acts, practices, and courses of business alleged in this Complaint occurred, are 

occurring, or are about to occur in this District. 

m. THE PARTIES 

A. PLAINTIFF 

14. Plaintiff Commodity Futures Trading Commission is an independent federal 

regulatory agency charged by Congress with the responsibility of administering and enforcing the 

provisions of the Act, 7 U.S.C. §§ 1-26, and the Commission's Regulations promulgated 

thereunder, 17 C.F .R. pts. 1-190 (2022). 

B. DEFENDANTS 

15. Defendant Marcus Todd Brisco is a resident of Wailuku, Hawaii. From December 

4, 2020 to May 4, 2022, Brisco was registered with the Commission as an Associated Person 

("AP'') ofYas 1, and he was also a Principal ofYas 1. 

16. Defendant Yas Castellum LLC is a limited liability company that was formed in 

Colorado on October 21, 2020, and had a principal office in Denver, Colorado. Brisco_ is the CEO 

and sole member of Y as 1. From December 4, 2020 to present, Y as 1 has been registered with the 

Commission as a Commodity Pool Operator ("CPO"), and from March 29, 2022 to August 18, 

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2022, Y as I was listed as an approved forex firm with the NF A. Y as 1 has no other prior 

registration history with the Commission. 

17. Defendant Y as Castellum Financial LLC is a limited liability company formed in 

Hawaii on June 2, 2022, that has a principal office in Wailuku, Hawaii. Brisco is the CEO and 

manager ofYas 2. Yas 2 has never been registered with the Commission. 

18. Defendant Tin Quoc Tran is a resident of Katy, Texas. On March 27, 2020, Tran 

filed an application with NF A to be listed as a Principal of SAEG Capital Limited (''SAEG Ltd."), 

but he withdrew his application on April 8, 2020. SAEG Ltd. became a registrant on September 8, 

2020, and the name of the registrant was later changed to SAEG Capital General Management LP. 

Tran has no other prior registration history with the Commission. In October 2014, Tran was 

convicted in a Mississippi court of felony possession of a controlled substance with intent to 

distribute. 

19. Defendant Francisco Story is a resident of Draper, Utah. From September 8, 2020 

to present, Story has been registered with the Commission as an AP of SAEG GM, and from May 6, 

2020 to present, Story has been a Principal of SAEG GM. 

20. Defendant Fredirick Safranko, a/k/a Ted Safranko, is a resident of Vancouver or 

Ontario, Canada. From August 7, 2020 to present, Safranko has been a Principal of the SAEG GM. 

21. Defendant SAEG Capital General Management LP is a limited partnership 

formed in Delaware on August 31, 2020, with a business address in Draper, Utah. Safranko is the 

CEO, Chief Compliance Officer, and a Director of SAEG GM. Story is the Investment Manager 

and a Director of SAEG GM. Since September 8, 2020, SAEG GM has been registered with the 

Commission as a CPO and listed with the NF A as an approved forex finn and swap firm. It was 

formerly registered under the name SAEG Ltd. 

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22. Defendant Michael Shannon Sims is a resident of either Sunny Isles Beach, Florida 

or Roswell or Atlanta, Georgia. From January 24, 2020 to present, Sims has been a Principal of 

Purported Trading Firm 1, an entity registered with the Commission as a CPO, Commodity Trading 

Advisor ("CTA''), and listed with the NF A as an approved forex finn. Sims has no other prior 

registration history with the Commission. 

IV. FACTS 

A. YAS l 'SAND BRISCO'S FRAUDULENT SCHEME 

i. Y as 1 's and Brisco's Fraudulent Solicitation 

23. During the Relevant Period, Y as 1 marketed itself through its website as a fnm that 

"operates as a Commodity Pool Operator (CPO) by pooling clients['] investments into an exclusive 

investment fund ..• that invests in Foreign Exchange (FOREX)." 

24. Brisco directly, and Yas 1 through the acts of Brisco, solicited prospective Pool 

Participants through its website, emails, telephone calls, and by word of mouth. To attract 

additional customers, Yas 1 paid Pool Participants referral fees, ranging from $500 to $1,000, 

should they bring in new customers. 

25. Yas 1 provided prospective Pool Participants with a customer agreement (the "Yas 1 

PP Agreement"), which made detailed representations about where funds would be held, how funds 

would be traded, and who would trade the funds. Brisco sent the Yas 1 PP Agreement to Pool 

Participants by email. Most, if not all, Pool Participants signed the Y as 1 PP Agreement, and Brisco 

countersigned as Yas l's CEO and "CPO Account Manager." 

26. Specifically, the Y as 1 PP Agreement represented that Pool Participant funds would 

be: (1) maintained in a Y as I commodity pool account; (2) used to "exclusively trade □ FOREX" 

with a "Conservative" or "Aggressive" strategy; and (3) stated that the fund would be "brokered by" 

or "monitored by" a purported third-party trading firm, which, according to at least two versions of 

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the agreement, was "CPO and CT A Certified since 2015". The earliest version of the Y as 1 PP 

Agreement, signed by one Pool Participant on November 2, 2020, stated that the fund would be 

"monitored by [Pwported Trading Finn ~]." All subsequent Y as 1 PP Agreements signed by Pool 

Participants referenced Purported Trading Firm 1. The Y as 1 PP Agreement also represented that 

Yas 1 had historically made large profits-"10.95% ROI [Return on Investment] per month average 

in [the] previous 12 months" as of February 2022. 

27. According to the Y as 1 PP Agreement, the "Conservative" strategy "[t]rades FOREX 

(Foreign Exchange) such as USDEUR, EURAUD, EURCAD", while the "Aggressive" strategy 

"[t]rades FOREX but exclusively the gold standard to USD (XAUUSD)." Prior to October 2021, 

Y as 1 claimed that it allocated Pool Participant funds to both the "Conservative" and "Aggressive" 

trading strategies. From October 2021 onward, Yas 1 claimed that 100% of Pool Participant funds 

were allocated into the "Aggressive" strategy to trade XAUUSD. 

28. Y as 1 and Brisco represented to Pool Participants that they were trading forex and 

XAUUSD on a leveraged or margined basis. For example, the Y as 1 PP Agreement advised Pool 

Participants that Y as I was ''trading financial instruments on margin" with a "high degree of 

leverage". Similarly, in an October 31, 2021 email to a Pool Participant, Brisco said the 

"Aggressive" strategy used "high risk/high margin trading." 

29. Yas 1 made similar representations in other solicitation materials. For example, in 

an email sent to prospective Pool Participants, Brisco stated that Y as 1 "collects individual 

investments, pools them together, and directs them to" Purported Trading Finn 1 for trading. 

Brisco attached Purported Trading Finn 1 's NF A membership profile to this solicitation email. In 

another solicitation email sent to at least one prospective Pool Participant, Brisco represented that 

"[a]ll funds are given to my brother in laws [sic] investment company who brokers the trades 

exclusively in Forex (Foreign Exchange) Market." 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIl.. MONETARY PENALTIES, RESTITUTION, AND OTHER 

EQUITABLE RELIEF · 
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30. Brisco also distributed a promotional video to solicit Pool Participants. In the video, 

Brisco identified himself as the founder of Y as 1, which he described as a "CPO entity" that 

provides ''pooled funds" to "a private broker fund"-identified by Brisco in the distribution email 

as Purported Trading Firm 1-to trade Pool Participants' funds. Brisco identified Sims as his 

brother-in-law and the CEO and co-founder of the "private broker fund" The video contained an 

interview of Sims, which Brisco said would give Pool Participants "an idea of the caliber of person 

that it is going to be handling and trading your funds." During a segment of Sims' interview, the 

video displayed the following caption: "The next 4 minutes descnoes the trader and fund that Y as 

Castellum participates in." During that segment, Sims said Yas l's trader is "on another level" and 

"is pushing a hundred million dollars." The video concluded by showing purportedly live trades of 

XAUUSD that occurred in what Brisco claimed was "Yas Castellum's [Yas 1 's] account" 

31. The statements detailed in paragraphs 25 to 30 are false. As set forth more fully 

below, Y as 1 and Brisco did not: maintain Pool Participant funds in a Y as 1 commodity pool 

account; transfer Pool Participant funds to any firm that trades forex or XAUUSD; and neither 

Purported Trading Firm 1, Purported Trading Firm 2, nor Sims made any trades for Yas 1, making 

it impossible for the stated ROI from trading forex or XAUUSD to be true. Indeed, Purported 

Trading Firm l and Purported Trading Firm 2 had no trading activity for any customers during the 

Relevant Period. Moreover, despite his repeated claims about the role of Purported Trading Firm 1, 

Brisco recanted these claims and admitted that Yas l's purported commodity pool was ''not an 

association with [Purported Trading Firm 1]." Additionally, Yas 1 did not have a trading account at 

the time that Brisco distributed the promotional video and touted Y as 1 's purported trading returns 

to prospective Pool Participants. In fact, until approximately April 10, 2022-approximately one 

month after he began distributing the promotional video, and at least 16 months after he began 

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soliciting and accepting funds for Yas 1, Brisco only purported to maintain a personal, not a Yas 1, 

trading account at an off-shore trading company ("Off-Shore Trading Firm"). 

32. Based upon Y as l's and Brisco's material misrepresentations and omissions, at least 

43 Pool Participants deposited approximately $470,780 into Yas 1 's account for the purpose of 

investing in the commodity pool to trade forex or XAUUSD on a leveraged or margined basis. 

ECPs. 

33. On information and belief, some if not all of the Y as 1 Pool Participants are not 

ii. Neither Brisco Nor Yas 1 Directed Funds To Any Finn That Trades Fora: 

or XAUUSD, and Sims Aided and Abetted Brisco's and Yas 1 's Fraudulent 

Scheme 

34. During the Relevant Period, rather than sending Pool Participants' funds to any finn 

that trades forex or XAUUSD, as they had represented they would, Y as 1, through the acts of 

Brisco, sent most of the Pool Participant funds to bank accounts of commodity pools controlled by 

Tran, and a small portion to Purported Trading Firm 2. Sims helped facilitate this scheme by, 

among other things, directing Brisco about where and how to wire funds and by instructing Brisco 

to disguise the transfers as payments for "services"·so the scheme would not be discovered. Sims 

did so with knowledge that Yas 1 's Pool Participant funds were intended to be used to trade forex or 

XAUUSD. 

35. Upon receiving Pool Participant deposits, Brisco would contact Sims by text 

message to tell him that he received Y as 1 Pool Participant funds intended for trading, and ask for 

instructions about where to wire the funds. At all times during the Relevant Period, Sims instructed 

Brisco about which entity and account should receive Y as 1 's Pool Participant funds. During the 

Relevant Period, Brisco sent $394,679 received by Y as 1 to Purported Trading Firm 2 and/or the 

Tran Pools. As further detailed below, Brisco kept or spent the remaining Pool _Participant funds. 

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36. Initially, upon information and belief, Sims instructed Brisco to wire Pool Participant 

funds to a bank account controlled by Purported Trading Firm 2. Brisco told the NF A that 

Purported Trading Firm 2's name referred to ''the conservative approach initially used from 

inception until October" and that it was "managed by and through [Purported Trading Firm 1]." 

Similarly, Brisco told at least one Pool Participant that Purported Trading Firm 2's name was an 

abbreviation for Purported Trading Finn I. Between November 18, 2020 and April 20, 2021, Yas 

1, through the acts of Brisco, sent $25,000 of Pool Participant funds to Purported Trading Finn 2. 

37. Thereafter, Sims directed Brisco to send Pool Participant deposits to one of the Tran 

Pools' bank accounts. Tran is the sole authorized signatory on all of the accounts that received Y as 

l's Pool Participant funds. Sims initially directed Brisco to send funcis to Tran-Pool 1 's accowit 

ending in *2712 at The First bank. Between July 21, 2021 and December 6, 2021, Yas 1, through 

the acts of Brisco, sent $34,000 in Pool Participant funds to the Tran-Pool I *2712 account. 

38. Subsequently, Brisco and Sims diverted Yas l's Pool Participant funds to other Trancontrolled bank accounts. On September 3, 2021, when Brisco notified Sims that he had received 

another $7,000 of Pool Participant funds, Sims provided "[ u Jpdated instructions" that directed 

Brisco to send Pool Participant funds to Tran-Pool 2 's *3504 account at The First bank with a 

memo noting payments were for "Services." Between September 8, 2021 and January 27, 2022, 

Yas 1 through the acts ofBrisco, sent $286,179 to the Tran-Pool 2 *3504 account, at least some of 

which was Pool Participant funds. 

39. Sims appeared to understand that these numerous Y as 1 money transfers to the 

various Tran Pool accounts could raise bank red flags, and he took steps to avoid bank scrutiny. For 

instance, on December 16, 2021, Brisco asked Sims ifhe could wire $5,000 in Pool Participant 

funds to Tran-Pool 2 and Sims responded that he could not send that amount because the "[b]anks 

tight on us." On February 10, 2022, Sims told Brisco that the "wire info is changing" and he 

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subsequently directed Brisco to send funds to Tran-Pool 3's *4669 account at Allegiance Bank. 

Sims further directed Brisco to adhere to the following instruction: "[i]n the memo or when they 

ask you what it's for put 'services' Nothing about investment/trading/hedge fund." Between 

February 24, 2022 and March 14, 2022, Yas 1, through the acts of Brisco, sent $49,500 in Pool 

Participant funds to the Tran-Pool 3 *4669 account. 

40. Brisco spent or kept the remaining $76,101 in Pool Participant funds that was not 

sent to Purported Trading Firm 2 or the Tran Pools. For example, after March 14, 2022, which was 

the date of the last transfer by Y as 1 to the Tran Pools, Y as 1 received an additional $46, 160 from 

eight Pool Participants (five of whom had no prior deposits). None of these funds was sent to any 

firm that trades forex or XAUUSD, or to Purported Trading Firm 2 or the Tran Pools. Instead, Y as 

1 used the $46,160 in Pool Participant funds to, among other things, subsidize an unrelated business 

owned by Brisco and make a Ponzi payment to a different Pool Participant that did not deposit these 

funds. 

41. Y as 1 sent Pool Participants' funds to Purported Trading Firm 2 and the Tran Pools 

even though: Brisco admitted that he never communicated with these entities; Y as 1 had no 

agreements with these entities regarding the management or trading of Pool Participant funds; and 

Y as 1 never told Pool Participants that their funds would be deposited with these entities. 

Moreover, neither Sims nor Purported Trading Firm 1-who were supposed to be trading for Y as 

1---owned or controlled the entities or accounts that received Yas 1 's funds. 

42. Brisco claimed to the NF A that Yas 1 • s Pool Participant funds ended up in a personal 

trading account (not a Yas 1 account) that he purportedly established at Off-Shore Trading Firm. 

Brisco purportedly opened the personal account at Off-Shore Trading Finn on July 24, 2021-more 

than 8 months after he began soliciting and receiving Pool Participant funds. However, Y as 1 did 

not send any Pool Participant funds directly to Off-Shore Trading Finn. Furthermore, Purported 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIl. MONETARY PENALTIES, RESTITUTION, AND OTHER 

EQUITABLE RELIEF 
Ca 4:23-cv-00336 *SEALED* Document 1 Filed on 01/31/23 in TXSD Page 15 of 48 

Trading Finn 2 and the Tran Pools made no transfers to Off-Shore Trading Finn or any other 

trading firm during the Relevant Period. 

43. In addition to appearing in the promotional video that Yas 1 used to solicit Pool 

Participants and directing Brisco about where to send Pool Participant funds and how to disguise the 

transfers as payments for "services", Sims took actions to facilitate Yas 1 's scheme. Sims, upon 

information and belief, also provided Brisco with confidential and proprietary information about 

PW'pOrted Trading Firm I that Brisco used to mislead Pool Participants into thinking that Purported 

Trading Firm 1 was trading funds for Y as 1. For example, Brisco distributed a "Confidential 

Private Placement Memorandum and Disclosure Document'' (the "PPM") for a fund of Purported 

Trading Finn 1 as evidence of the supposed involvement of Purported Trading Finn 1 with Yas 1. 

The PPM stated that_the fund "operate[s] as a private investment fund" that "seek[s] capital 

appreciation through speculative trading in .•• over-the-counter foreign currencies, or F orex, and 

commodity futures." The PPM identified Purported Trading Firm 1 as the "Managing Member'' of 

the ftmd, and identified Sims as one of the principals. Additionally, Brisco told at least one Pool 

Participant that he ran Y as 1 "in conjunction with" Sims. 

iii. Yas 1 Provided Pool Participants With False Account Statements 

44. During the Relevant Period, Yas 1, through Brisco, provided Pool Participants with 

falsified weekly statements showing their account balance value and purported trading returns. 

Each weekly statement had an individual Pool Participant's name on it. Brisco prepared these 

weekly statements and distributed the statements to Pool Participants by email. 

45. More than one Y as 1 Pool Participant notified Brisco that their weekly statements 

contained conflicting information or inaccuracies. In response, Brisco attributed these issues to 

clerical errors. 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY PENALTIES, RESTITUTION, AND OTHER 

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46. In addition to issuing the falsified weekly statements, Brisco advised at least one Y as 

1 Pool Participant in writing that his funds were making profits. 

47. The profit representations made by Y as 1 and Brisco in the weekly statements and in 

other oral and written communications were false. As set forth above, there is no evidence that Y as 

1 transferred Pool Participant funds to any finn that trades forex or XAUUSD. Moreover, there 

were no trading accounts in Yas 1 's name or in any Pool Participant's name during the period when 

Brisco distributed these falsified weekly statements. 

48. Based on the purported profits reflected in the weekly statements, at least one Pool 

Participant made an additional deposit to Y as 1 's commodity pool. 

iv. Yas 1 Did Not Operate the Commodity Pool In The Manner Required By 

Commission Regulations 

49. During the Relevant Period, Y as 1 did not operate the purported commodity pool as 

a legal entity separate from the CPO (i.e., Y as 1 ), it did not receive Pool Participant funds in the 

name of the purported commodity pool, and commingled Pool Participant funds with Y as l's other 

assets. 

50. In October 2020, Brisco opened an account in the name ofYas 1 at Bank of the 

West, with an account number ending in *5971. 

51. As part of the Yas 1 PP Agreement, Brisco provided each Pool Participant with a 

"Fonn of Request for Deposit." Through that document, Y as I instructed Pool Participants to make 

deposits by writing a check payable to "Y as Castellum LLC," or by wiring funds into Y as 1 's 

*5971 account at Bank of the West. 

52. All of the Pool Participant funds that Y as 1 received during the Relevant Period were 

deposited into Yas l's *5971 account. In that account, Pool Participant funds were commingled 

with Yas l's non-pool assets. 

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CO:MPLAINT FOR INJUNCTIVE RELIEF, CIVll, MONETARY PENALTIES, RESTITUTION, AND OTHER 

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53. In March 2022, the NFA initiated an examination ofYas 1 and Brisco. The NFA 

identified "serious concerns about Y as Castellum LLC' s operations" and its "lack of oversight and 

control of investor funds." 

54. Among other things, Brisco admitted that Y as 1 did not operate the commodity pool 

as a separate legal entity from the CPO, it did not receive Pool Participant funds in the purported 

commodity pool's name, and it commingled Pool Participant funds with Yas l's other assets. 

55. In fact, Brisco told the NF A that he would take steps "to eliminate commingling'' 

and operate the commodity pool as a separate legal entity from the CPO. However, all of the steps 

taken by Y as 1 and Brisco occurred after Y as 1 had already received and commingled all of the 

Pool Participants' funds. For example, on April 8, 2022--at least 16 months after he began 

accepting Pool Participant funds-Brisco notified the NF A that he had just created a new entity "to 

separate the CPO from the Yas Castellum Pool." Shortly thereafter, Brisco attempted to open a 

bank account for the commodity pool entity, but the bank, upon information and belie( never 

opened the account. 

56. During the examination, Brisco told the NF A that he would withdraw funds and 

offer the right of rescission to Pool Participants. When Y as 1 received funds back that it used to 

repay Pool Participants, those funds did not originate from Off-Shore Trading Firm or any trading 

firm. Instead, the funds that Y as 1 used to repay Pool Participants were deposited in Y as l's 

account by a Canadian cryptocurrency business. Y as 1 never sent funds to that Canadia11 

cryptocurrency business. 

v. Brisco Is a Controlling Person ofYas 1 

57. Brisco is a controlling person of Y as 1. He is the CEO and sole member of Y as 1. 

He executed Pool Participant agreements for Y as 1 in his capacity as CEO and "CPO Account 

Manager." He was personally responsible for soliciting Pool Participants for Y as 1. He was also 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY PENALTIES, RESTITUTION, AND OTHER 

EQUITABLE RELIEF 
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the sole source of infonnation for Pool Participants regarding Y as 1, including information about 

the status of their funds. Further, he controlled Yas l's bank accounts into which Pool Participants 

transferred funds. 

vi. Brisco Acted as an Agent for Yas 1 

58. The conduct described above, including the solicitation of prospective and existing 

Pool Participants, distribution of falsified account statements, and communication with Pool 

Participants regarding their purported trading success on behalf of Y as 1, occurred within the scope 

ofBrisco's employment or office at Yas 1. Accordingly, Brisco acted as an agent Yas 1. 

B. Y AS l's AND BRISCO'S FRAUDULENT SCHEME 

i. Yas l's and Brisco's Fraudulent Solicitation 

59. On May 4, 2022, Brisco sent an email to the NF A stating that Y as 1 ''is ceasing all 

business operations and has submitted a request for withdrawn membership from the NF A." Brisco 

further stated that Y as 1 "will not be operating further from this date" and he would be "leav[ing] 

financial services" for another career path. 

60. On June 2, 2022, less than one month after telling the NF A that he was leaving the 

financial services industry, Brisco incorporated Yas 2 in Hawaii to operate a new purported 

commodity pool. Brisco is the CEO and manager of Y as 2. Brisco did not register Y as 2 with the 

Commission in any capacity, nor is he registered in connection with Y as 2. 

61. Contrary to his earlier statements-and without notifying the NFA of his intention to 

reorganize-on June 8, 2022, Brisco sent an email to prospective Pool Participants, including at 

least some of the Yas 1 Pool Participants, informing them that "Yas Castellum's investment fund is 

being reopened this week" with a new CPO, Y as 2. Brisco claimed that Y as 2 "is not affiliated with 

the NFA in any[ ]way." He further stated that "[r]egarding the trading strategies, the same Brokers, 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIL MONETARY PENALTIES, RESTI'I1JTION, AND OTIIER 

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platform, and strategies will be used as previously," and claimed that "[t]his strategy had a 32% Net 

ROI in April and a 26% Net ROI in May." 

62. In that same email, Brisco provided prospective Pool Participants with a new 

customer agreement (the "Y as 2 PP Agreement''). Brisco asked prospective Pool Participants to 

sign and return the Y as 2 PP Agreement and deposit funds into Yas 2 's bank account The Y as 2 

PP Agreement was substantively similar to the Y as 1 PP Agreement, including with respect to 

where funds would be maintained, how funds would be traded, and who would trade the funds. 

63. In particular, the Yas 2 PP Agreement represented that Pool Participant funds would 

be: (1) maintained in a Yas 2 commodity pool account; (2) used to "exclusively [trade] the gold 

standard to USO (XAUUSD)"; and (3) stated that funds would be traded by "private brokers." The 

Y as 2 PP Agreement also advised Pool Participants that Y as 2 was "trading financial instruments on 

margin" with a "high degree of leverage". As set forth in detail below, these statements are false. 

64. Notably, the Yas 2 PP Agreement also represented that Yas 2 had "[e]ntered [the] 

aggressive account [in] July 2021" and had a "10.95% ROI [Return on Investment] per month 

average in [the] previous 12 months." However, Yas 2 was not formed until June 2, 2022; thus, it 

did not enter the aggressive account in July 2021 and it did not have any trading returns in the prior 

twelve months. 

65. To date, based upon Yas 2's and Brisco's material misrepresentations and omissions, 

at least 57 Pool Participants have deposited no less than $1,585,261 with Yas 2 for the purpose of 

investing in the commodity pool to trade XAUUSD on a leveraged or margined basis. 

66. On information and belief, some if not all of the Y as 2 Pool Participants are not 

ECPs. 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVIl., MONETARY PENALTIES, RESTITIJTION, AND OTHER 

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ii. Y as 2 and Brisco Misappropriated Pool Participants' Funds I 

67. During the Relevant Period, Yas 2 did not send Pool Participants' funds to any finn 

that trades XAUUSD or maintain those funds in a Y as 2 commodity pool account, as it had 

promised to do. 

68. Instead, Yas 2, through the acts of Brisco, sent $1,078,649 of the Pool Participant 

funds to the Tran-Pool 3 account ending in *3848 at Veritex Community Banlc. Upon information 

and belief, Yas 2 has no agreement with Tran-Pool 3, or any of the Tran Pools, regarding the 

management or trading of Pool Participant funds. 

69. Tran-Pool 3 did not direct any of the Yas 2 Pool Participant funds to a tinn that 

trades XAUUSD. 

70. Moreover, Tran-Pool 3 itself is not a trading finn. In fact, Tran-Pool 3's Company 

Agreement states that "[t]he purpose of this company is for commercial Real Estate Development." 

71. With the remaining Yas 2 Pool Participant funds that were not sent to Tran-Pool 3, 

Brisco paid himself amounts that exceeded what he was entitled to under the terms of the Y as 2 PP 

Agreement. Among other things, the Y as 2 PP Agreement provided that Yas 2 was entitled to keep 

10% of trading "Profits made through the Account." 

72. For example, on June 13, 2022, Brisco paid himself a "Profit Withdrawal" of $6,000. 

However, Y as 2 had generated no trading profits at the time of this payment. At least $5,800 of this 

payment originated from Y as 2' s Pool Participant funds. 

iii. Yas 2 Did Not Operate the Commodity Pool In The Manner Required By 

Commission Regulations 

73. During the Relevant Period, Brisco did not operate the pwported commodity pool as 

a legal entity separate from the CPO (i.e., Y as 2), and Y as 2 did not receive funds in the name of the 

purported commodity pool. 

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74. On June 2, 2022, Brisco incotp0rated Yas 2 in Hawaii. Brisco did not form a 

separate legal entity for Y as 2's pmported commodity pool at any point during the Relevant Period. 

75. On June 8, 2022, Brisco opened two bank accounts for Yas 2 at Bank of Hawaii, 

with account numbers ending in *5465 and *9770. Brisco was the only authorized signatory for 

these accounts. Brisco did not open an account in the name of Yas 2's purported commodity pool. 

76. The Y as 2 PP Agreement instructed Pool Participants to make deposits by writing a 

check payable to "Yas Castellum Financial LLC,'' or by wiring funds into Yas 2's account ending in 

*9770 at Bank of Hawaii. 

77. All of the Pool Participant funds that Y as 2 received during the Relevant Period were 

deposited into Yas 2's account ending in *9770 at Bank of Hawaii. 

iv. Brisco Is a Controlling Person of Y as 2 

78. Brisco is a controlling person ofYas 2. He is the CEO and manager ofYas 2. He 

executed Pool Participant agreements for Y as 2 in his capacity as CEO and "Account Manager." 

He was personally responsible for soliciting Pool Participants f qr Y as 2. He was also the sole 

source of information for Pool Participants regarding Y as 2, including information about the status 

of their funds. Further, he controlled Yas 2's bank accounts into which Pool Participants transferred 

funds. 

v. Brisco Is Acting as an Agent for Y as 2 

79. The conduct described above, including the solicitation of prospective and existing 

Pool Participants of Yas 2, and the misappropriation of Pool Participant funds, is occurring within 

the scope ofBrisco's employment or office at Yas 2. Accordingly, Brisco-is acting as an agent Yas 

2. 

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Ca e 4:23-cv-00336 *SEALED* Document 1 Filed on 01/31/23 in TXSD Page 22 of 48 

C. TRAN'S FRAUDULENT SCHEME 

i. Tran Controlled the Affairs and Finances of the Tran Pools 

80. During the Relevant Period, Tran managed and controlled all aspects of the Tran 

Pools. Tran is the President, Treasurer, Director, Secretary, and member/manager of Tran-Pool 1; 

President, Secretary, and Treasurer of Tran-Pool 2; and Managing Member of Tran-Pool 3. 

81. In addition, Tran controlled the finances of the Tran Pools. Tran is the sole 

authorized signatory for all of the Tran Pools' bank accounts. 

ii. Tran Accepted Pool Participant Funds Into the Tran Pools' Accounts 

82. Throughout the Relevant Period, Tran accepted more than $144,043,883 million 

from no less than 913 Pool Participants at least some, if not all, of which was intended for trading 

forex or XAUUSD on a leveraged or margined basis. In addition to the funds received from_Yas 1 

and Y as 2, the Tran Pools directly accepted funds from Pool Participants that were deposited in 

Tran-controlled bank accounts for the purported purpose of trading forex or XAUUSD. The 

amounts accepted by Tran into the Tran Pools include the following deposits as descnbed in 

paragraphs 83 to 89. 

83. The Tran Pools accepted at least $5,159,093 from no less than 19 Pool Participants 

in Tran-controlled bank accounts with memos that show the fimds were intended for trading forex 

or XAUUSD. (This includes $1,448,328 transferred to the Tran Pools by Brisco for Y as 1 and Y as 

2.) These 19 Pool Participants wired funds to the Tran-controlled bank accounts with memos 

including, among other things, "Forex'', "Forex Investment", "[Pool Participant Name] Forex 

Fund", "FX Funds'', and "Funding for FX". 

84. In or around October 2021, Sims communicated with one of these Pool Participants 

and instructed him to wire funds to one of the Tran-controlled bank accounts for the purpose of 

trading XAUUSD through a purported account at Off-Shore Trading Finn. Off-Shore Trading firm 

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COl\,fi>LAINT FOR INJUNCTIVE RELIEF, CIVIl. MONETARY PENALTIES, RESTITIJTION, AND OTHER 

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advertised that its customers could trade forex or XAUUSD on a 1 :500 leveraged basis. This Pool 

Participant deposited $50,000 into a Tran-Pool 2 account with a memo indicating that the funds 

were for "[Pool Participant's Name] Forex Acct." In May 2022, the same Pool Participant 

deposited an additional $50,000 intended for trading XAUUSD into a Tran-Pool 3 account with a 

memo indicating that the funds were for "Services for [Pool Participant Name]". As detailed above 

in paragraph 39, this is consistent with the instruction issued by Sims in February 2022 that wire 

memos should indicate Pool Participant deposits are for "services" and include "Nothing about 

investment/trading/hedge fund." 

85. Similarly, another Pool Participant who made multiple deposits and received funds 

from the Tran Pool accounts between August 2021 and February 2022 for the purpose of trading 

XAUUSD received the following instructions from a different individual (not Sims) before making 

these deposits: "*FINAL INSTRUCTIONS - SUPER IMPORTANT* Do not put anything related 

to FINANCE or INVESTMENTS in the description for the wire* It must be SERVICES*". 

86. In addition, the Tran Pools accepted at least $5,175,666 from no less than 39 Pool 

Participants with memos that show the funds were intended for trading at Off-Shore Trading Finn. 

These 39 Pool Participants wired funds to the Tran-controlled bank accounts with memos including, 

"[Off-Shore Trading Firm]", "[Off-Shore Trading Finn] Investment", "[Acronym for Off-Shore 

Trading Firm]", ''[Acronym for Off-Shore Trading Firm] Account", "[Acronym for Off-Shore 

Trading Firm] Deposit", or account numbers in the format used by Off-Shore Trading Firm. 

87. Further, the Tran Pools accepted at least $127,973,799 from no less than 751 Pool 

Participants with memos of ''services,t' which, as described in paragraphs 84 and 85, was an 

instruction provided to Pool Participants to conceal deposits that were intended for trading forex or 

XAUUSD. 

88. The Tran Pools also accepted at least $5,735,325 from no less than 104 Pool 

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Participants with memos that reference things such as "investment'' or "gold". 

89. In addition to the more than $144,043,883 accepted from the at least 913 Pool 

Participants, Tran also accepted into the Tran Pools an additional at least $46,168,288 from at least 

524 individuals or entities for which the purpose is unlmown. 

90. On information and belief, some, if not all of the Pool Participants who invested with 

the Tran Pools are not ECPs. 

iii. Tran Misappropriated Pool Participants' Funds 

91. During the Relevant Period, Tran did not send any funds to any firm that trades forex 

or XAUUSD, nor did he send any funds to Off-Shore Trading Firm. Nor did the Tran Pools 

themselves engage in any trading with Pool Participant funds. 

92. Rather than using Pool Participants' funds to trade forex or XAUUSD, Tran instead 

used some of the Pool Participant funds to pay invoices, unrelated individuals, and to repay a 

"loan". In addition, Tran used Pool Participant funds to subsidize his other unrelated businesses. 

93. As one example, Tran accepted $1,636,970 from a Pool Participant that deposited 

funds in Tran-Pool 1 's *2702 account at Home Bank for the purpose of trading forex or XAUUSD. 

The wire memo on the Pool Participant's August 7, 2020 transaction said "[Pool Participant name] 

Forex Fund." Over the next twelve days, Tran used approximately $1 million of this Pool 

Participant's funds to pay an unrelated individual, and another $400,000 of the funds to pay four 

invoices to an unrelated business. 

94. Similarly, on May 12, 2020, Tran accepted $400,000 from a Pool Participant that 

deposited funds in Tran Pool 1 's *9926 accowit at Hancock Whitney bank. Although this particular 

deposit does not have a wire memo, this Pool Participant had previous transactions at least one of 

which contained a memo that referenced "[Off-Shore Trading Firm]" and an account number in the 

form used by Off-Shore Trading Finn. On May 13, 2020, Tran used approximately $160,000 of 

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COMPLAINT FOR INJUNCTIVE RELIEF, CIVD.. MONETARY PENALTIES, RESTITUTION, AND OTHER 

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this Pool Participant's funds to pay multiple invoices. In the following two weeks, Tran used 

$140,000 more of this Pool Participant's funds to make payments to other Tran-controlled 

businesses, including a hemp farm of which Tran is or was a member or owner. 

95. In yet another instance, on December 6, 2021, the Tran Pools accepted.$24,000 in 

Pool Participant funds from Yas 1 in Tran-Pool l's *2712 account at The First bank. As detailed 

above, Y as 1 transferred these Pool Participant funds to Tran-Pool 1, at the direction of Sims, for 

the purpose of trading XAUUSD. Tran instead used this Pool Participant's funds to pay another 

entity, with memos indicating the payments were for a "low interest loan'' and as a "Wire to Close 

Out Account". 

96. None of the Pool Participant funds described in paragraphs 93 to 95 were sent to a 

firm that trades forex or XAUUSD. 

. 97. To the extent that some Pool Participants have received funds back from the Tran 

Pools, those funds did not originate from any finn that trades forex or XAUUSD. 

iv. Tran Did Not Operate the Tran Pools In The Manner Required By 

Commission Regulations 

98. During the Relevant Period, Tran accepted Pool Participant funds in Tran-controlled 

bank accounts that contained non-pool property, including funds obtained from third parties that are 

not Pool Participants. By doing so, Tran commingled pool property with non-pool property. 

D. SAEG GM, STORY, AND SAFRANKO SUBMITTED FALSE STATEMENTS TO THE NFA 

i. False Statements to the NF A 

99. To conceal Tran's scheme from regulators, Story and Safranko, in their roles as 

directors and officers of SAEG GM, knowingly submitted falsified bank statements to the NF A for 

Tran-Pool 1 accounts during an examination of SAEG GM. Safranko and Story described the TranPool 1 accounts as operational accounts that contained seed capital for SAEG GM which the firm 

used to pay invoices. Further, they identified Tran as a business associate who helped them with the 

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operational and organizational setup for SAEG GM, and provided funding to the firm. As detailed 

below, Story and Safranko altered Tran-Pool 1 's bank statements to, among other things, omit more 

than one million dollars of deposits in Tran-Pool 1 's accounts that were made for the purpose of 

trading forex or XAUUSD. 

100. On July 12, 2021, the NF A initiated an examination of SAEG GM, a registered CPO 

and approved forex and swap firm. The NF A initially contacted and spoke to Story, who is 

registered as an associated person ("AP") of SAEG GM, on July 12, 2021. The NF A requested 

documentation from SAEG GM including, among other things, bank statements and wire transfer 

documents for all of the firm's accounts, whether in its own name or under any affiliated entities. 

101. On July 13, 2021, in response to a request from the NF A, SAEG GM identified 

Safranko and Story as the "Directors/Partners" of the firm, and Story as the AP of SAEG GM. In 

that same response, SAEG GM identified and described the purpose of bank accounts in the names 

of SAEG GM and two affiliated entities. SAEG GM initially produced the NF A requested bank 

records for these three entities. The NF A reviewed these bank statements and identified 

transactions between SAEG GM and Tran-Pool 1. 

102. In an email to the NF A on July 18, 2021, Story identified Safrank:o as his "partner'' 

and SAEG GM' s Chief Compliance Officer. 

103. Throughout the examination, Story and Safranko communicated with the NF A by 

email, video, and telephone. Story uploaded all of the documents produced by SAEG GM in 

response to the NF A's requests via the NF A's document portal. 

104. On July 19, 2021, Story and Safranko participated in a video conference with the 

NF A to discuss SAEG GM's operations, the NF A's document requests, and to answer questions 

about the finn. Following the call, the NF A sent an updated request for bank account records for 

Tran-Pool 1. 

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105. On July 21, 2021, Safranko spoke to the NF A by telephone about the NF A's 

document requests, and he indicated that the production of the Tran-Pool 1 bank statements would 

be made that afternoon. 

106. Story, on behalf of SABO GM, produced statements for accounts maintained at three 

banks by Tran-Pool 1. Story stated that these "were operational accounts where our invoices were 

paid and where we had deposits of seed capital from a partner in the firm Ted (Fredirick) Safranko 

as well as Tin Tran who originally applied for the NF A registration but we ultimately removed him 

from the registration as he did not have the time to commit to the organi2.ation but did a lot of 

operational and organizational structural setup for the firm in the beginning." SAEG GM 

subsequently produced wire transaction documents for these three accounts. 

107. Story and Safranko directly, and SAEG GM through the acts of Story and Safranko, 

falsified the Tran-Pool 1 bank statements that SAEG GM submitted to the NF A to conceal, among 

other things, deposits in these accounts that were intended for trading offorex or XAUUSD. 

108. The statements that Story and Safranko produced on behalf of SAEG GM to the 

NF A do not match the bank-certified copies of these statements. 

109. For example, the bank-certified statements for Tran-Pool 1 's *9926 at Hancock 

Whitney bank showed a total of$813,432.88 in deposits and withdrawals, while the amounts shown 

on the falsified statements produced by SABO GM to the NF A showed only $80,100 deposited and 

withdrawn, which was less than I 0% of the true amount. Similarly, the statements produced by 

SAEG GM for Tran-Pool I's *9926 account showed only five deposit transactions while the bankcertified statements showed 12 deposits. One difference, for example, was that SAEG GM omitted 

a Pool Participant's deposits totaling $44,975, one of which included a memo of''FX Fllllds". 

110. The discrepancies were even greater between the bank-certified statements and the 

falsified statements submitted by SAEG GM for the other two accounts. For Tran-Pool 1 's *2702 

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account at Home Banlc, the bank-certified statements showed 14 deposit and 84 withdrawal 

transactions, each totaling approximately $4.6 million, but the SAEG GM-generated statements 

showed only one deposit and 13 withdrawals for a total of only $50,000 each-which is 

approximately 1% of the true amount Moreover, the only deposit transaction that appeared in the 

SAEG GM-generated statements was fictitious. Specifically, the SAEG GM-generated statements 

showed an incoming wire for $50,000 from Tran on July 2, 2020 as the initial transaction for the 

account. In fact, the initial transaction was a $420,000 incoming wire from Purported Trading Finn 

2, which was omitted from the SAEG GM-generated statements. Similarly, the SAEG GMgenerated statements omitted additional Pool Participant transactions including, among others, two 

Pool Participant deposits in August 2020 total $1,636,970, one of which had a memo of"[Pool 

Participant's Initials] Forex Fund''. 

111. Likewise, the SAEG GM-generated statements for Tran-Pool 1 's *2712 account at 

The First bank showed only four deposits for a total of $116,100, whereas the bank-certified 

statements showed numerous deposits totaling more than $7.6 million. Among the transactions 

omitted from the SAEG GM-generated statements were four deposits from three individuals or 

entities containing the words "invest" or "investment", and five deposits from four individuals that 

contained memos including the word "services". Also omitted from the SAEG GM-generated 

statements were two transactions with memos referencing Off-Shore Trading Finn, and five 

transactions with or referencing Purported Trading Finn 2. The SAEG GM-generated statements 

also omitted all transactions for February and May 2021. 

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112. In addition to the millions of dollars in omitted transactions, the SAEG GM--

generated statements produced to the NFA contained other signs of forgery, including spacing 

inconsistencies, misalignments of text, and non--matching logos. 

ii. Stoey and Safranko Are Controlling Persons of SAEG GM 

113. Story and Saftanko are controlling persons of SAEG GM. At all times during the 

Relevant Period, Safranko was the CEO, Chief Compliance Officer, and a Director of SAEG GM 

At all times during the Relevant Period, Story was the Investment Manager and a Director of SAEG 

GM. In addition, Story and Safranko were co-owners of SAEG GM with two other unnamed 

individuals. Moreover, as detailed above, they were personally involved in communications with 

the NF A during the examination, and in the preparation and submission of the falsified documents. 

UL Story and Safranko Are Acting as Agents for SAEG GM 

114. Through their communications with the NFA and the production of docmnents to the 

NF A on behalf of SAEG GM, Story and Safranko are acting as agents of SAEG GM. 

8 

9 

V. VIOLATIONS OF THE COMMODITY EXCHANGE ACT 

AND COMMISSION REGULATIONS 

COUNTONE 

Violations of7 U.S.C. § 6b(a)(2)(A)-{C)8 and 17 C.F.R. § 5.2(b)(1)-(3) (2022)9 

(Against Defendants Y as 1 and Brisco) 

Violations of 7 U.S.C. § 6b(a)(2)(A) and (C) 

(Against Defendants Y as 2 and Brisco) · 

Violations of7 U.S.C. § 6b(a)(2)(A) and (C) and 17 C.F.R. § 5.2(b)(l) and (3) 

(Against Defendant Tran) 

Fraud in Connection with Retail Forex and Retail Commodity Transactions 

115. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

Section 4b(a)(2)(A)-{C) of the Act. 

Regulation S.2(b)(l)-(3). 

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I 16. 7 U.S.C. § 6b(a)(2)(A)-(C) makes it unlawful: 

(2) for any person, in or in connection with any order to make, or the 

making of, any contract of sale of any commodity for future delivery ... 

that is made, or to be made, for or on behalf of, or with, any other person, 

other than on or subject to the rules of a designated contract market-

(A) to cheat or defraud or attempt to cheat or defraud the other 

person; 

(B) willfully to make or cause to be made to the other person any 

false report or statement or willfully to enter or cause to be 

entered for the other person any false record; [ or] 

(C) willfully to deceive or attempt to deceive the other person by any 

means whatsoever in regard to any order or contract or the 

disposition or execution of any order or contract, or in regard to 

any act of agency perfonned, with respect to any order or 

contract for or, in the case of paragraph (2), with the other 

person[.] 

117. Section la(l8)(A)(xi) of the Act, 7 U.S.C. § la(18)(A)(xi), defmes an ECP, in 

relevant part, as an individual who has amounts invested on a discretionary basis, the aggregate of 

which exceeds $10 million, or $5 million if the individual enters into the transaction to manage the 

risk associated with an asset owned or liability incurred, or reasonably likely to be owned or 

incurred, by the individual. 

118. .Section la(18)(A)(iv) of the Act, 7 U.S.C. § la(l8)(iv), defines an ECP to include a 

commodity pool that has assets exceeding $5,000,000 and "is fonned and operated by a person 

subject to regulation under this chapter or a foreign person perfonning a similar role or function 

subject as such to foreign regulation (regardless of whether each investor in the commodity pool or 

the foreign person is itself an eligible contract participant) provided, however, that for purposes of 

section 2(c)(2)(B)(vt) of this title and section 2(c)(2)(C)(vii) of this title, the term 'eligible contract 

participant' shall not include a commodity pool in which any participant is not otherwise an eligible 

contract participant." 

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119. On infonnation and belief, some, if not all of the Pool Participants who invested in 

the Y as 1 and Y as 2 commodity pools are not ECPs. 

120. On infonnation and belief, some, if not all of the Pool Participants who invested in 

the Tran Pools are not ECPs. 

121. Pursuant to Section 2(c}(2)(C)(ii)(I) of the Act, 7 U.S.C. § 2(c)(2)(C)(ii)(l), 

"[a]greements, contracts, or transactions" in retail forex "shall be subject to .•• [7 U.S.C. §] 6b," 

except in circumstances not relevant here. Moreover, under 7 U.S.C. § 2(c)(2)(C)(iv), 7 U.S.C. § 6b 

applies to forex transactions described herein "as if' they were a contract of sale of a commodity for 

future delivery because they were "offered to, or entered into with, a person that is not an'' ECP. 

Pursuant to 7 U.S.C. § 2(c)(2)(C)(vii), "[t]his Act applies to, and the Commission shall have 

jurisdiction over an account or pooled investment vehicle that is offered for the purpose of trading, 

or that trades," forex agreements, contracts, or transactions described in 7 U.S.C. § 2(c)(2)(C)(i). 

122. Pursuant to Section 2(c)(2)(D)(iii) of the Act, 7 U.S.C. § 2(c)(2)(D)(iii), retail 

commodity transactions, including the XAUUSD transactions described herein, are subject to 

7 U.S.C. § 6b, as if they are contracts of sale of a commodity for future delivery. 

123. 17 C.F .R. § 5 .2(b) (2022) provides, in relevant part, that: 

It shall be unlawful for any person, by use of the mails or by any means or 

instrumentality of interstate commerce, directly or indirectly, in or in 

connection with any retail forex transaction: 

(1) To cheat or defraud or attempt to cheat or defraud any person; 

(2) Willfully to make or cause to be made to any person any false 

report or statement or cause to be entered for any person any 

false record; or 

(3) Willfully to deceive or attempt to deceive any .person by any 

means whatsoever. 

124. During the Relevant Period, Y as 1 and Brisco, by use of the mails or by any means 

or instrumentality of interstate commerce, directly or indirectly, in connection with retail forex 

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transactions and retail commodity transactions, willfully or recklessly: (1) cheated or defrauded, or 

attempted to cheat or defraud, other persons, (2) made or caused to be made false reports or 

statements to other persons, and/or (3) deceived or attempted to deceived other persons. Y as 1 and 

Brisco did so by making material misrepresentations and omissions with scienter regarding, among 

other things, where Pool Participant funds would be maintained, how funds would be traded, who 

would do the trading, and by claiming that Y as 1 had made historically large trading profits. Y as 1 

and Brisco also provided Pool Participants with false weekly account statements. 

125. By reason of the foregoing, Yas 1 and Brisco violated 7 U.S.C. § 6b(a)(2)(A)-(C) 

and 17 C.F.R. § 5.2(b)(l)-(3) (2022). 

126. The foregoing acts, misrepresentations, omissions, and failures occurred within the 

scope ofBrisco's employment or office with Yas 1. Therefore, Yas 1 is liable for his acts, 

misrepresentations, omissions, and failures in violation of7 U.S.C. § 6b(a)(2)(A)-(C) and 

17 C.F.R. § 5.2(b)(l)-(3) (2022), 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), as principal for its agent's acts, omissions or failures of 

the Act and Regulations. 

127. Throughout the Relevant Period, Brisco controlled Yas 1, directly or indirectly, and 

did not act in good faith or knowingly induced, directly or indirectly, Y as 1 's conduct alleged in this 

Count. Therefore, under Section 13(b) of the Act, 7 U.S.C. § 13c(b), Brisco is liable for Yas l's 

violations of7 U.S.C. § 6b(a)(2)(A)--(C) and 17 C.F.R. § 5.2(b)(l}-(3) (2022). 

128. During the Relevant Period, Yas 2 and Brisco, by use of the mails or by any means 

or instrumentality of interstate commerce, directly or indirectly, in connection with retail 

commodity transactions, willfully or recklessly: (1) cheated or defrauded, or attempted to cheat or 

defraud, other persons, and/or (2) deceived or attempted to deceived other persons. Y as 2 and 

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Brisco did so by making material misrepresentations and omissions with scienter regarding, among 

other things, where Pool Participant funds would be maintained, how funds would be traded, who 

would do the trading, and by claiming that Y as 2 had made historically large trading profits. Y as 2 

and Brisco also misappropriated Pool Participant funds provided in connection with retail 

commodity transactions. 

129. By reason of the foregoing, Yas 2 and Brisco violated 7 U.S.C. § 6b(a)(2)(A) and 

(C). 

130. The foregoing acts, misrepresentations, omissions, and failures occurred within the 

scope ofBrisco's employment or office with Yas 2. Therefore, Yas 2 is liable for his acts, 

misrepresentations, omissions, and failures in violation of7 U.S.C. § 6b(a)(2)(A) and (C), pursuant 

to 7 U.S.C. § 2(a)(l)(B) and 17 C.F.R. § 1.2 (2022), as principal for its agent's acts, omissions or 

failures of the Act and Regulations. 

131. Throughout the Relevant Period, Brisco controlled Y as 2, directly or indirectly, and 

did not act in good faith or lmowingly induced, directly or indirectly, Yas 2's conduct alleged in this 

Count. Therefore, under 7 U.S.C. § 13c(b), Brisco is liable for Yas 2's violations of7 U.S.C. 

§ 6b(a)(2)(A) and {C). 

132. During the Relevant Period, Tran, by use of the mails or by any means or 

instrumentality of interstate commerce, directly or indirectly, in connection with retail forex 

transactions and/or retail commodity transactions, willfully or recklessly: (1) cheated or defrauded, 

or attempted to cheat or defraud, other persons, and/or (2) deceived or attempted to deceived other 

persons. Tran did so by misappropriating Pool Participant funds provided in connection with retail 

forex transactions and/or retail commodity transactions. 

133. By reason of the foregoing, Tran violated 7 U.S.C. § 6b(a)(2)(A) and (C) and 

17 C.F.R. § S.2(b){l) and (3) (2022). 

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134. For each Defendant named in this charge, each misappropriation, misrepresentation 

and omission of material fact, and false statement, including but not limited to those specifically 

alleged herein, is alleged as a separate and distinct violation of 7 U.S.C. § 6b(a)(2)(A}-(C) and 

17 C.F.R. § 5.2(b)(l)-(3) (2022). 

COUNTTWO 

Violations of 7 U.S.C. § 6o(l)(A)-(B)10 

(Against Defendants Yas 1, Yas 2, Brisco, and Tran) 

Fraud and Deceit by CPOs and an AP of CPOs 

13 5. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

136. Section la(l l)(A)(i) of the Act, 7 U.S.C. § la(l l)(A)(i), defines a CPO, in relevant 

part, as any person: 

[E]ngaged 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-

(1) commodity for future delivery, security futures product, or 

swap; [or] 

(II) agreement, contract, or transaction described in [S]ectjon 

2(c)(2)(C)(i) [oftheAct] or [S]ection2(c)(2)(D)(i) [oftheAct]. 

137. For the purposes of retail forex transactions, a CPO is defined in Regulation 

5.l(d)(l), 17 C.F.R. § 5.l(d)(l) (2022), as any person who operates or solicits funds, securities, or 

property for a pooled investment vehicle that is not an ECP, as defined in 17 U.S.C. § la(l8), and 

that engages in retail forex transactions. 

Section 4o(l)(A}-(B) of the Act. 

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138. Pursuant to 7 U.S.C. § 2(c)(2)(C)(ii){l}, "[a]greements, contracts, or transactions" in 

retail forex and accounts or pooled investment vehicles in retail forex "shall be subject to ... 

[7 U.S.C. §] 60," except in circumstances not relevant here. 

139. Regulation 1.3, 17 C.F.R. § 1.3 (2022), defines an AP ofa CPO as any natural 

person associated with: 

(3) A [CPO] as a partner, officer, employee, consultant, or agent (or any 

natural person occupying a similar status or performing similar functions), 

in any capacity which involves (i) the solicitation of funds, securities, or 

property for a participation in a commodity pool or (ii) the supervision of 

any person or persons so engaged[.] 

140. Pursuant to 17 C.F.R. § 5.l(d)(2) (2022), any person associated with a CPO ''as a 

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

perfonning similar functions), in any capacity which involves: (i) [t]he solicitation of funds, 

securities, or property for a participation in a pooled investment vehicle; or (ii) [t]he supervision of 

any person or persons so engaged" is an AP of a CPO. 

141. 7 U.S.C. § la(l8)(A)(xi) defines an ECP, in relevant part, as an individual who has 

amounts invested on a discretionary basis, the aggregate of which exceeds $10 million, or 

$5 million if the individual enters into the transaction to manage the risk associated with an asset 

owned or liability incurred, or reasonably likely to be owned or incurred, by the individual. 

142. 7 U.S.C. § la(l 8)(iv) defines an ECP to include a commodity pool that has assets 

exceeding $5,000,000 and "is fonned and operated by a person subject to regulation under this 

chapter or a foreign person perfonning a similar role or function subject as such to foreign 

regulation (regardless of whether each investor in the commodity pool or the foreign person is itself 

an eligible contract participant) provided, however, that for purposes of section ~(c)(2)(B)(vi) of 

this title and section 2(c)(2)(C)(vii) of this title, the tenn 'eligible contract participant' shall not 

include a commodity pool in which any participant is not otheiwise an eligible contract participant." 

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143. On information and belief, some, if not all of the Pool Participants who invested in 

the Yas 1 and Yas 2 commodity pools are notECPs. 

144. On information and belief, some, if not all of the Pool Participants who invested in 

the Tran Pools are not ECPs. 

145. During the Relevant Period, Yas 1 solicited funds, securities, or property for pooled 

investment vehicles for the purpose of trading in retail forex transactions (as described in 7 U.S.C. 

§ 2(c)(2)(C)(i)) and retail commodity transactions (as described in 7 U.S.C. § 2(c)(2)(D)(i)); 

therefore, Yas 1 is acting as a CPO, as defined by 7 U.S.C. § la{l l){A)(i)(II) and 17 C.F.R. 

§ 5.l{d)(l) (2022). 

146. During the Relevant Period, Y as 2 solicited funds, securities, or property for pooled 

investment vehicles for the purpose of trading in retail commodity transactions ( as described in 

7 U.S.C. § 2(c)(2)(D)(i)); therefore, Yas 2 is acting as a CPO, as defined by 7 U.S.C. 

§ la(l l)(A){i)(II). 

147. During the Relevant Period, Brisco was associated with Y as 1 and Y as 2, both CPOs, 

as a partner, officer, employee, consultant, or agent in a capacity that involved the solicitation of 

funds, securities, or property for participation in a commodity pool. Therefore, Brisco was an AP of 

a CPO as defined by 17 C.F.R. § 1.3 (2022) and 17 C.F.R. § 5.l(d)(2) (2022). 

148. During the Relevant Period, Tran accepted funds, securities, or property for pooled 

investment vehicles for the purpose of trading in retail forex transactions (as described in 7 U.S.C. 

§2(c)(2)(C)(i)) and/or retail commodity transactions (as described in 7 U.S.C. § 2(c)(2)(D)(i)); 

therefore, Tran is acting as a CPO, as defined by 7 U.S.C. § la(l l)(A)(i)(Il) andl7 C.F.R. 

§ 5.l(d)(l) (2022). 

149. 7 U.S.C. § 60(1) prohibits CPOs and APs of CPOs, whether registered with the 

Commission or not, by use of the mails or any means or instrumentality of interstate commerce, 

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directly or indirectly, from "(A) ... employ[ing] any device, scheme, or artifice to defraud any 

client or participant or prospective client or participant; or (B) .•• engag[ing] 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" 

150. During the Relevant Period, Y as I, while acting as a registered CPO, through Brisco, 

committed fraud in violation of 7 U.S.C. § 6o(l)(A) and (B) by, among other things, making 

material misrepresentations and omissions with scienter; and by issuing false weekly account 

statements to Pool Participants. 

151. During the Relevant Period, Yas 2, while acting as an unregistered CPO, through 

Brisco, committed fraud in violation of7 U.S.C. § 6o(l)(A) and (B) by, among other things, making 

material misrepresentations and omissions with scienter; and by misappropriating Pool Participant 

funds. 

152. Y as 1, Y as 2, and Brisco committed the acts and practices described herein willfully, 

or with reckless disregard for the truth. 

153. The foregoing acts, misrepresentations, omissions, and failures occurred within the 

scope of Brisco' s employment or office with Y as 1 and Y as 2. Therefore, Y as 1 and Y as 2 are 

liable for his acts, misrepresentations, omissions, and failures in violation of7 U.S.C. § 6o(l)(A) 

and (B), pursuant to 7 U.S.C. § 2(a)(l)(B) and 17 C.F.R. § 1.2 (2022), as principals for its agent's 

acts, omissions or failures of the Act and Regulations. 

I 54. Brisco controls Y as 1 and Y as 2, directly or indirectly, and did not act in good faith 

or lmowingly induced, directly or indirectly, Yas 1 'sand Yas 2's conduct alleged in this Count. 

Therefore, under 7 U.S.C. § 13c(b), Brisco is liable for Vas 1 'sand Yas 2's violations of7 U.S.C. 

§ 6o(l)(A) and (B). 

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155. During the Relevant Period, Tran, while acting as an unregistered CPO, committed 

fraud in violation of7 U.S.C. § 6o(l)(A) and (B) by, among other things, misappropriating Pool 

Participant funds. 

156. Tran, committed the acts and practices described herein willfully, or with reckless 

disregard for the truth. 

157. For each Defendant named in this charge, each misappropriation, misrepresentation 

and omission of material fact, and false statement, including but not limited to those specifically 

alleged herein, is alleged as a separate and distinct violation of7 U.S.C. § 6o(l)(A) and (B). 

COUNTTHREE 

Violations of 7 U.S.C. §§ 6b(a)(2)(A)-(C) and § 6o(1)(A)-(B), and 

17 C.F.R. § S.2(b)(1}-(3) (2022) 

(Against Defendant Sims) 

Aiding and Abetting Yas 1 's and Brisco's Violations 

158. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

159. Section 13(a) of the Act, 7 U.S.C. § 13c(a), provides that: 

Any person who commits, or who willfully aids, abets, counsels, 

commands, induces, or procures the commission of, a violation of any of 

the provisions of this chapter, or any of the rules, regulations, or orders · 

issued pursuant to this chapter, or who acts in combination or concert 

with any other person in any such .violation, or who willfully causes an 

act to be done or omitted which if directly perfonned or omitted by him 

or another would be a violation of the provisions of this chapter or any of 

such rules, regulations, or orders may be held responsible for such 

violation as a principal. 

160. As alleged above, Yas 1 and Brisco made material misrepresentations and omissions 

with scienter regarding, among other things, where Pool Participant funds would be maintained, 

how funds would be traded, who would do the trading, and by claiming that Y as 1 had made 

historically large trading profits. Y as 1 and Brisco also provided Pool Participants with false 

weekly account statements. Through this conduct, Yas 1 and Brisco violated 7 U.S.C. 

§§ 6b(a)(2)(A}-(C), 6o(l)(A}-(B), and 17 C.F.R. § 5.2(b)(l)-(3). 

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161. By, among other things: providing Y as 1 with confidential and proprietary 

documents and information about Purported Trading Finn 1 lmowing that Y as 1 would use that 

• infonnation to solicit Pool Participants in connection with retail forex and retail commodity 

transactions, lmowingly directing Y as 1 to transfer Pool Participant funds to entities that he lmew or 

should have lmown would not send funds to any trading finn, and by instructing Brisco to disguise 

the transfers as payments for "services" so the scheme would not be discovered, Sims willfully 

aided and abetted Yas 1 'sand Brisco's violations of7 U.S.C. § 6b(a)(2)(A)-(C), 6o(l)(A}-(B), and 

17 C.F .R. § S .2(b )(1 }-(3), and acted in combination or concert with Y as 1 and Brisco in the 

commission thereof. 

162. Therefore, pursuant to 7 U.S.C. § 13c(a), Sims is responsible, as ifhe was a 

principal, for each violation of 7 U.S.C. §§ 6b(a)(2)(A}-(C) and 6o(l )(A)-(B), and 17 C.F .R. 

§ 5.2(b)(l}-(3) committed by Yas 1 and Brisco. 

11 

12 

13 

COUNTFOUR 

Violations of 7 U.S.C. §§ 6k(2) and 6m(1)11 

(Against Defendants Y as 2, Brisco) 

Violations of7 U.S.C. §§ 2(c)(2)(C)(ihj(l)(cc) 12 and 6m(1), 

and 

17 C.F.R. § S.3(a)(2) (2022)13 

(Against Defendant Tran) 

Failure To Register as a CPO and as an AP of a CPO 

163. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

164. 7 U.S.C. § la(l l)(A)(i), defines a CPO, in relevant part, as any person: 

[E]ngaged in a business that is of the nature of a commodity pool, 

investment trust, syndicate, or similar fonn of enterprise, and who, in 

connection therewi~ solicits, accepts, or receives from others, funds, 

Sections 4k(2) and 4m(l) of the Act. 

Section 2( c )(2)( C)(iii)(I)( cc) of the Act. 

Regulation 5.3(a)(2). 

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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 anyi. commodity for future delivery, security futures product, or 

swap; [or] 

ii. agreement, contract, or transaction described in [S]ection 

2(c)(2)(C)(i) [of the Act] or [S]ection 2(c)(2)(D)(i) [of the Act.] 

165. Subject to certain exceptions not relevant here, 7 U.S.C. § 6m(l) states that it shall 

be ''unlawful for any ... [CPO], unless registered under this chapter, to make use of the mails or 

any means or instrumentality of interstate commerce in connection with his business as such ... 

[CPO] .... " 

166. Subject to certain exceptions not relevant 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 perfonning similar functions), in any capacity that involves 

(i) 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. 

167. 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. 

168. Subject to certain exceptions not relevant here, 7 U.S.C. § 2(c)(2)(C)(ili)(I)(cc) states 

that a 

[P]erson, unless registered in such capacity as the Commission by rule, 

regulation, or order shall determine and a member of a futures association 

registered under section 21 of this title, shall not-

(cc) operate or solicit funds, securities, or property for any pooled 

investment vehicle that is not an eligible contract participant in connection 

with [retail forex agreements, contracts, or transactions]. 

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169. For the pwposes of retail forex transactions, a CPO is defined in 17 C.F .R. 

§ 5.l(d)(l) (2022), as any person who operates or solicits funds, securities, or property for a pooled 

investment vehicle that is not an ECP, as defined in 17 U.S.C. § la(18), and that engages in retail 

forex transactions. 

170. Except in circumstances not relevant here, 17 C.F .R. § 5.3(aX2)(i) (2022) requires 

those that meet the defmition of CPO under 17 C.F.R. § 5.l{d) (2022) to register as a CPO with the 

Commission. 

171. For the pwposes of retail forex transactions, an AP of a CPO is defined in 17 C.F.R. 

§ 5.l(d)(2) (2022) as any natural person associated with a CPO as a partner, officer, employee, 

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

functions) in any capacity that involves soliciting funds, securities or property for participation in a 

pooled investment vehicle or supervising persons so engaged. 

172. Except in certain circumstances not relevant here, 17 C.F .R. § 5 .3( a)(2)(ii) (2022) 

requires those that meet the definition of an AP of a CPO under 17 C.FR. § 5.l(d) (2022) to register 

with the Commission. 

173. During the Relevant Period, Y as 2 operated or solicited funds, secwities, or property 

for a pooled investment vehicle from pool participants for the purpose of trading in retail 

commodity transactions (as described in 7 U.S.C. § 2(c)(2)(D)(i)); thus, Yas 2 is acting as a CPO as 

def med by 7 U .S.C. § la(l l ). 

174. Y as 2, while using the mails or any means or instrumentality of interstate commerce 

in connection with its business as a CPO, is not registered with the Commission as a CPO, in 

violation of 7 U.S.C. § 6m(l). 

175. During the Relevant Period, Brisco associated with Y as 2 as a partner, officer, 

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

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functions), in a capacity that involved the solicitation of funds, securities, or property for-a 

participation in a commodity pool; therefore, Brisco acted as an AP of a CPO as defined by 7 

u.s.c. § 6k(2)(i). 

176. Brisco is not registered with the Commission as an AP of Y as 2; thus, Brisco acted 

as an unregistered AP of a CPO in violation of7 U.S.C. § 6k(2)(i). 

177. Y as 2 supervised Brisco and permitted him to solicit Pool Participants for the 

commodity pool knowing that he was unregistered, in violation of 7 U .S.C. § 6k(2). 

178. The foregoing acts, omissions, and failures occurred within the scope of Brisco's 

employment or office with Y as 2. Therefore, Y as 2 is liable for his acts, omissions, and failures in 

violation of7 U.S.C. § 6k(2) pursuant to 7 U.S.C. § 2(a)(l)(B) and 17 C.F.R. § 1.2 (2022), as 

principal for its agent's acts, omissions or failures of the Act and Regulations. 

179. Brisco controls Yas 2, directly or indirectly, and did not act in good faith or 

knowingly induced, directly or indirectly, Yas 2's conduct alleged in this Count. Therefore, Brisco 

is also liable for Yas 2's violations of7 U.S.C. §§ 6k(2) and 6m(l) pursuant to 7 U.S.C. 13c(b). 

180. During the Relevant Period, Tran operated or accepted funds, securities, or property 

for a pooled investment vehicle from pool participants who were not ECPs, as defined by 7 U.S.C. 

§ la(l8), for the purpose of trading in retail forex transactions (as described in 7 U.S.C. § U.S.C. 

§ 2(c)(2)(C)(i)) and/or retail commodity transactions (as described in 7 U.S.C. § 2(c)(2)(D)(i)); thus, 

Tran is acting as a CPO as defined by 7 U.S.C. § la(l l) and 17 C.F.R. § 5.l(d)(l) (2022). 

181. Tran, while using the mails or any means or instrumentality of interstate commerce 

in connection with his business as a CPO, is not registered with the Commission as a CPO, in 

violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 6m(l), and 17 C.F.R. § 5.3(a)(2)(i) (2022). 

182. Each instance that Y as 2 and Tran acted as a CPO but failed to register with the 

Commission as such is alleged as a separate and distinct violation. 

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183. Each instance that Brisco acted as an AP ofYas 2, a CPO, but failed to register with 

the Commission as such is alleged as a separate and distinct violation. 

COUNT FIVE 

Violations of 17 C.F.R. § 4.20(a)(1), (b)-(c) (2022) 14 

(Against Defendants Yas 1, Yas 2, Brisco, and Tran) 

Failure To Operate Pool as Separate Entity; Failure To Receive Pool Participant Funds in 

Pool's Name; Commingling of Pool Funds 

184. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

185. Regulation 5.4, 17 C.F.R. § 5.4 (2022), states that 17 C.F.R. Pt. 4 applies to any 

person required to register as a CPO pursuant to 17 C.F .R. pt. 5 (2022). 

186. 17 C.F .R. § 4.20( a)(l) (2022) requires a CPO, whether registered or not, to operate 

its commodity pool as a legal entity separate from that of the CPO. 

187. 17 C.F.R. § 4.20(b) (2022) prohibits a CPO, whether registered or not, from 

receiving pool funds in any name other than that of the pool. 

188. 17 C.F .R. § 4.20(c) (2022) prohibits a CPO, whether registered or not, from 

commingling the property of any pool it operates with the property of any other person. 

189. During the Relevant Period, Yas 1, while registered and acting as a CPO, violated 17 

C.F.R. § 4.20(a)(l), (b)-(c) (2022) by: failing to operate the commodity pool as a legal entity 

separate from Y as 1; failing to receive Pool Participant funds in the pool's name; and commingling 

Pool Participants' funds with Yas 1 's non--pool assets. 

190. During the Relevant Period, Y as 2, while unregistered and acting as a CPO, violated 

17 C.F.R. § 4.20(a)(l) and (b) (2022) by: failing to operate the commodity pool as a legal entity 

separate from Y as 2; and failing to receive Pool Participant funds in the pool's name. 

14 

191. The foregoing acts and failures occurred within the scope ofBrisco's employment or 

Regulation 4.20(a)(l), (b)-{c). 

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office with Y as 1 and Y as 2. Therefore, Yas 1 and Y as 2 are liable for his acts and failures in 

violation of 17 C.F.R. § 4.20(a)(l), (b)-(c) (2022), pursuant to 7 U.S.C. § 2(a)(l)(B) and 17 C.F.R. 

§ 1.2 (2022), as principals for its agent's acts, omissions or failures of the Act and Regulations. 

192. Throughout the Relevant Period, Brisco controlled Y as 1 and Y as 2, directly or 

indirectly, and did not act in good faith or lmowingly induced, directly or indirectly, Y as 1 's and 

Yas 2's conduct alleged in this Count. Therefore, under 7 U.S.C. § 13c(b), Brisco is liable for Yas 

1 'sand Yas 2's violations of 17 C.F.R. § 4.20(a)(l), (b}-(c) (2022). 

193. During the Relevant Period, Tran, while unregistered and acting as a CPO, violated 

17 C.F.R. § 4.20(c) (2022) by commingling Pool Participants' funds with Tran's non-pool assets. 

194. For each Defendant named in this charge, each act of failing to operate a pool as a 

legal entity separate from that of the CPO, improperly receiving pool participants' funds, and 

commingling the property of the pool with non-pool property, including but not limited to those 

specifically alleged herein, is alleged as a separate and distinct violation of 17 C.F.R. § 4.20(a)(l), 

(b)-(c) (2022). 

COUNT SIX 

Violations of 7 U.S.C. § 13(a)(4)15 

(Against Defendants SAEG GM, Story, and Safranko) 

Willful Submission of False or Misleading Information 

to a Futures Association · 

195. Paragraphs 1 through 114 are re-alleged and incorporated herein by reference. 

196. 7 U.S.C. § 13(a)(4) provides, in pertinent part, that "It shall be a felony punishable 

by a fine of not more than $1,000,000 or imprisonment.for not more than 10 years, or both, together 

with the costs of prosecution, for ... 

1S 

(4) Any person willfully to falsify, conceal, or cover up by any trick, 

scheme, or artifice a material fact, make any false, fictitious, or fraudulent 

Section 9(a)(4) of the Act. 

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statements or representations, or make or use any false writing or 

document knowing the same to contain any false, fictitious, or fraudulent 

statement or entry to a ••. futures association designated or registered 

under this Act acting in furtherance of its official duties under this Act. 

197. SAEG GM, Story, and Safranko coordinated to willfully submit numerous materially 

false documents to the NF A, a futures association designated or registered under the Act, during the 

course of an examination in furtherance of its official duties. These materially false documents 

included, but were not limited to, falsified bank account statements. 

198. By reason of the foregoing, SAEG GM, Story, and Safranko violated of7 U.S.C. 

§ 13(a)(4). 

199. The foregoing acts of submitting materially false documents and statements to the 

NF A occurred within the scope Story's and Safranko' s employment or office for SAEG GM. 

Therefore, SAEG GM is liable for Story's and Safranko's, violations of 7 U.S.C. § 13(a)(4), 

pursuant to 7 U.S.C. § 2(a)(l )(B) and 17 C.F .R. § 1.2 (2022), as principal for its agent's acts, 

omissions or failures of the Act and Regulations. 

200. Throughout the Relevant Period, Story and Safranko controlled SAEG GM directly 

or indirectly, and did not act in good faith or knowingly induced, directly or indirectly, SAEG GM's 

conduct alleged in this Count. Therefore, under 7 U.S.C. § 13c(b), Story and Safranko are liable for 

SAEG GM's violations of7 U.S.C. § 13(a)(4). 

201. For each Defendant named in this charge, each act of submitting materially false 

documents and statements to the NF A, is alleged as a separate and distinct violation of 7 U .S.C. 

§ 13(a)(4). 

VI. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that this Court, as authorized by 7 

U.S.C. § l 3a-l, and pursuant to its own equitable powers: 

A. Find that Defendants violated Sections 2(c)(2)(C)(iii)(I)(cc), 4b(a)(2)(A)-(C), 4k(2), 

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4m(l), 4o(l)(A)--{B), and 9(a)(4) of the Act, 7 U.S.C. §§ 2(c)(2)(C)(iii)(l)(cc), 6b{a){2)(A}-(C), 

6k(2), 6m(l), 6o(l){A}-(B), and 13(a){4), and Regulations 4.20(a)(l), (b}-(c), 5.2(b)(l}-(3), and 

5.3(a)(2) (2022), 17 C.F.R. §§ 4.20(a)(l), (b)-(c), 5.2(b)(l)-(3), and 5.3(a)(2) (2022); 

B. Enter an order of permanent injunction permanently restraining, enjoining, and 

prohibiting Defendants, and any other person or entity associated with them, from engaging in 

conduct described above, in violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(l)(cc), 6b(a)(2)(A)-(C), 6k(2), 

6m(l), 6o(l)(A)-(B), and 13(a)(4), and 17 C.F.R. §§ 4.20(a)(l), (b)-(c), S.2(b)(l)-(3), and 5.3(a)(2) 

(2022); 

C. Enter an order of pennanent injunction pennanently restraining, enjoining, and 

prohibiting Defendants, and their affiliates, agents, servants, employees, assigns, attorneys, and all 

persons in active concert with them, from directly or indirectly: 

1) Trading on or subject to the rul~ of any registered entity ( as that tenn is defined by 

Section la(40) of the Act, 7 U.S.C. § la(40)); 

2) Entering into any transactions involving "commodity interests" (as that tenn 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; 

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

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

or exemption from registration with the Commission 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.l(a), 17 C.F.R. § 3.l(a) 

(2022)), agent, or any other officer or employee of any person registered, exempted 

from registration, or required to be registered with the Commission except as 

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

D. 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; 

E. 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 pre-judgment and post-judgment interest; 

F. 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; 

G. 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 7 U.S.C. § 13a-l(d)(l), as adjusted for 

inflation pursuant to the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 

201S, Pub. L. 114-74, tit. VII,§ 701, 129 Stat. 584, 599-600, see 11 C.F.R. § 143.8 (2022), for 

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each violation of the Act and Regulations, as described herein; 

H. Enter an order requiring Defendants to pay costs and f~s as permitted by 28 U.S.C. 

§§ 1920, 2413(a)(2); and 

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

necesw-y and appropriate under the circumstances. 

Dated: January 30, 2023 Respectfully submitted, 

COMMODITY FUTURES 

TRADING COMMISSION 

Isl Alison B. Wilson 

ALISON B. WILSON (D.C. Bar475992),pro hacvice 

pending 

(Attorney-In-Charge) 

SEAN HENNESSY (D.C. Bar 1011564),pro hac vice 

pending 

Attorneys for Plaintiff 

COM:M:ODITY FUTIJRES 

TRADING COlVIM:ISSION 

1155 21st Street, N.W. 

Washington, D.C. 20581 

Telephone: (202) 418-5000 

awilson@cftc.gov 

shennessy@cftc.gov 

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