1 

UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

COMMODITY FUTURES 

TRADING COMMISSION, 

Plaintiff, 

 v. 

DARREN ROBINSON, and 

THE QYU HOLDINGS INC., 

Defendants.

Case No.: 2:23-cv-12456 

COMPLAINT FOR 

INJUNCTIVE AND OTHER 

EQUITABLE RELIEF AND 

CIVIL MONETARY 

PENALTIES UNDER THE 

COMMODITY EXCHANGE 

ACT 

JURY TRIAL DEMANDED 

Plaintiff, Commodity Futures Trading Commission (“CFTC” or 

Commission”), by and through its attorneys, alleges as follows: 

I. SUMMARY 

1. From at least January 1, 2017 to the present (the “Relevant Period”), 

Darren Robinson (“Robinson”) and The QYU Holdings Inc.(“QYUHI”) 

(collectively, “Defendants”), engaged, and continue to engage, in a multimilliondollar fraudulent scheme through which Robinson, individually and as the agent of 

QYUHI, solicited and Defendants accepted not less than $7.1 million from at least 

30 members of the public to participate in a commodity pool operated by QYUHI 

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(“commodity pool” or “Pool”), for the purpose of trading in commodity interests, 

including foreign currency (“forex”) pairs on a leveraged, margined or financed 

basis with participants who are not eligible contract participants (“retail forex”) 

and forex futures contracts. 

2. Instead of trading pool participants’ funds, Defendants 

misappropriated all of the pool participants’ funds by depositing them directly into 

QYUHI’s corporate bank account controlled by Robinson, rather than depositing 

the funds directly into an account carried in the name of the Pool at a Futures 

Commission Merchant (“FCM”) and/or a retail foreign exchange dealer (“RFED”). 

Defendants misappropriated, and continue to misappropriate, participants’ funds to 

pay Robinson’s personal expenses, including, but not limited to: luxury cruises, 

airfare, luxury vehicle purchases, real property purchases, credit cards payments, 

and other daily living expenses. Additionally, Defendants used not less than 

$1,272,850 of later-in-time participants’ funds to pay earlier-in-time participants 

purported “profits” and/or “redemptions” in the nature of a Ponzi scheme. 

3. Robinson, individually and as the agent of QYUHI, took steps to 

conceal the fraudulent activity by, among other things, creating fictious trading 

data and providing false participant account statements which purported to show 

that each participant’s account in Defendants’ Pool consistently traded at a profit 

throughout the Relevant Period. In fact, these reports to participants were false. 

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Defendants failed to advise participants that there was no trading, no profits were 

ever generated by trading, and all of the participants’ funds were misappropriated 

by Defendants. 

4. Throughout the Relevant Period, while operating a business that was 

of the nature of a commodity pool, Defendants used the Internet, interstate wires, 

and other means or instrumentalities of interstate commerce, directly or indirectly, 

to employ a device, scheme, or artifice to defraud existing and prospective 

participants, and to engage in transactions, practices, or a course of business that 

operated as a fraud or deceit upon existing and prospective participants. Robinson, 

individually and as the agent of QYUHI, made, and continues to make, fraudulent 

omissions of material facts in solicitations through his “client managers” to actual 

and prospective pool participants, and/or in accepting funds from actual 

participants, and in account statements to actual participants, including but not 

limited to failing to disclose that: (1) Defendants never traded pool participant 

funds as promised; (2) Defendants did not open forex trading accounts in the name 

of the Pool with any lawfully operating commodity exchange, or with any 

registered FCM or RFED; (3) Defendants misappropriated, and are continuing to 

misappropriate, participants’ funds; (4) the “account statements” provided to 

participants showing purported profits were false, created by Robinson, and not 

reflective of actual trading; (5) QYUHI was unlawfully acting, and continues to 

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unlawfully act, as an unregistered commodity pool operator (“CPO”); and 

(6) Robinson was unlawfully acting, and continues to unlawfully act, as an 

unregistered associated person (“AP”) of a CPO. 

5. Throughout the Relevant Period, QYUHI acted at all times, and 

continues to act, as a CPO without being registered with the Commission, in that it 

accepted, or received from participants, funds for the purpose of trading 

commodity interests. Throughout the Relevant Period, Robinson acted at all times, 

and continues to act, as an AP of a CPO without being registered with the 

Commission. At no time during the Relevant Period did QYUHI provide required 

disclosures and reports and keep and maintain the records required to be kept and 

maintained by a CPO, in violation of Commission Regulations (“Regulation(s)”) 

4.21, 4.22, 4.23, and 5.4, 17 C.F.R. §§ 4.21, 4.22, 4.23, 5.4 (2022). Furthermore, 

throughout the Relevant Period, QYUHI, while acting as a CPO: failed to operate 

the commodity pool as a legal entity separate from itself; received funds from 

existing or prospective pool participants for the purchase of an interest in the Pool 

without receiving the same in the Pool’s name; and commingled Pool funds with 

the personal funds of Robinson and the corporate funds of QYUHI in violation of 

Regulations 4.20(a)(1), (b), and (c), and 5.4, 17 C.F.R. §§ 4.20(a)(1), (b), (c), 5.4 

(2022). 

6. By this conduct, and the conduct further described herein, Defendants 

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have engaged, are engaging and/or are about to engage in acts and practices in 

violation of Sections 2(c)(2)(C)(iii)(I)(cc), 4b(a)(1)(A)-(C), 4b(a)(2)(A)-(C), 4k(2), 

4m(1), and 4o(1)(A)-(B) of the Commodity Exchange Act, (“Act”), 7 U.S.C. 

§§ 2(c)(2)(C)(iii)(I)(cc), 6b(a)(1)(A)-(C), 6b(a)(2)(A)-(C), 6k(2), 6m(1), 6o(1)(A)-

(B), and Regulations 4.20(a)(1), (b), and (c), 4.21, 4.22, 4.23, 5.2(b)(1)-(3), 

5.3(a)(2)(i) and (ii), and 5.4, 17 C.F.R. §§ 4.20(a)(1), (b), (c), 4.21, 4.22, 4.23, 

5.2(b)(1)-(3), 5.3(a)(2)(i), (ii), 5.4 (2022). 

7. Robinson’s acts and omissions described herein were made within the 

scope of his employment or office at QYUHI during the Relevant Period. 

Therefore, QYUHI is liable for all acts and omissions by Robinson described 

herein, pursuant to Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B), and 

Regulation 1.2, 17 C.F.R. § 1.2 (2022). 

8. Robinson was, and is, a controlling person of QYUHI and did not act 

in good faith or knowingly induced QYUHI’s violations of the Act and 

Regulations described herein during the Relevant Period. Therefore, Robinson is 

liable for QYUHI’s violations of the Act and Regulations, pursuant to Section 

13(b) of the Act, 7 U.S.C. § 13c(b). 

9. Accordingly, pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1, the 

CFTC brings this action to enjoin Defendants’ unlawful acts and practices and to 

compel their compliance with the Act and the Regulations promulgated thereunder. 

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In addition, the CFTC seeks civil monetary penalties and remedial ancillary relief, 

including, but not limited to, trading and registration bans, restitution, 

disgorgement, rescission, post-judgment interest, and such other and further relief 

as the Court deems necessary and appropriate. 

10. Unless restrained and enjoined by this Court, Defendants will likely 

continue to engage in acts and practices alleged in this Complaint and similar acts 

and practices, as described below. 

II. JURISDICTION AND VENUE 

11. This Court possesses jurisdiction over this action pursuant to 

28 U.S.C. § 1331 (codifying 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(a), 

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

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

appear that such person has engaged, is engaging, or is about to engage in any act 

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

regulation, or order thereunder. 

12. Venue lies properly with this Court pursuant to Section 6c(e) of the 

Act, 7 U.S.C. § 13a-1(e), because Defendants reside and/or transact business in this 

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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. 

III. THE PARTIES 

13. Plaintiff Commodity Futures Trading Commission is an 

independent federal regulatory agency charged by Congress with the 

administration and enforcement of the Act, 7 U.S.C. §§ 1-26, and the Regulations 

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

14. Defendant Darren Robinson is a U.S. citizen and, upon information 

and belief, resides or resided in Miami Beach, Florida during the Relevant Period. 

Robinson is the President, Treasurer, and Director of QYUHI. Robinson was 

registered with the CFTC as Principal, AP, and Forex AP of QYU Technologies 

Corp., a commodity trading advisor (“CTA”), from February 2018 until May 5, 

2023, when his registration was withdrawn. Robinson has not been registered with 

the CFTC in any capacity since May 5, 2023. 

15. Defendant The QYU Holdings Inc. is a corporation organized and 

operated pursuant to the laws of Wyoming, with a purported principal address in 

Dallas, Texas. Robinson is identified in the records of the Wyoming Secretary of 

State as the President, Treasurer and Director of QYUHI. QYUHI has never been 

registered with the CFTC in any capacity.

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IV. RELATED INDIVIDUAL AND ENTITIES 

16. QYU Holdings Corporation is a corporation organized and operated 

pursuant to the laws of the Republic of Panama. It is owned by Robinson and third 

parties not named in this Complaint. QYU Holdings Corporation was registered 

with the CFTC as a commodity trading advisor (“CTA”) on December 30, 2013; 

that registration was withdrawn on March 7, 2018. QYU Holdings Corporation 

was registered with the CFTC as a CPO on September 11, 2015; that registration 

was withdrawn on March 7, 2018. QYU Holdings Corporation has not been 

registered with the CFTC in any capacity since March 7, 2018. 

17. Dwight A. Foster (“Foster”) is a dual citizen of the United States and 

Canada. Foster’s last known residence is in West Bloomfield, Michigan. Foster 

holds himself out as the President and CEO of K.E.L. Enterprises, Inc. Foster has 

never been registered with the CFTC in any capacity. Foster is a defendant in a 

suit recently filed by the Commission. CFTC v. Foster, Case No. 2:23-cv-11552-

SFC-EAS (E.D. Mich. June 28, 2023). 

18. K.E.L. Enterprises, Inc. (“KEL”) is a company organized and 

operated pursuant to the laws of Michigan on or about November 19, 1984. Foster 

is identified in the records of the Michigan Secretary of State, Corporations 

Division, as the President, Vice President, Treasurer and Secretary of KEL, as well 

as its registered agent. The records of the Michigan Secretary of State, 

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Corporations Division, identifies KEL’s principal place of business as located in 

West Bloomfield, Michigan. KEL has never been registered with the CFTC in any 

capacity. KEL is also a defendant in CFTC v. Foster. 

V. STATUTORY BACKGROUND 

19. Section 2(c)(2)(C)(i)(I)(aa) and (bb) of the Act, 7 U.S.C. 

§ 2(c)(2)(C)(i)(I)(aa), (bb), provides in relevant part that the Act applies to, and the 

CFTC shall have jurisdiction over, an agreement, contract or transaction in forex 

that is offered to, or entered into with, a person that is not an eligible contract 

participant (“ECP”), unless the counterparty, or the person offering to be the 

counterparty, of the person is one of the enumerated exceptions not applicable 

here, and is offered, or entered into, on a leveraged or margined basis, or financed 

by the offeror, the counterparty, or a person acting in concert with the offeror or 

counterparty on a similar basis. 

20. An ECP is defined by Section 1a(18)(A)(xi) of the Act, 7 U.S.C. 

§ 1a(18)(A)(xi), in relevant part, as an individual who has amounts invested on a 

discretionary basis, the aggregate of which is in excess of $10,000,000, or 

$5,000,000 and who enters into the agreement, contract or transaction to manage 

the risk associated with an asset owned or a liability incurred, or reasonably likely 

to be owned or incurred, by the individual. 

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21. A commodity pool operator is defined by Section 1a(11)(A)(i-ii) of 

the Act, 7 U.S.C. § 1a(11)(A)(i-ii), in relevant part, as a person engaged in a 

business that is in 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 commodity interests, including any agreement, contract, or 

transaction described in Section 2(c)(2)(C)(i) of the Act, 7 U.S.C. § 2(c)(2)(C)(i). 

22. A commodity pool is defined by Section 1a(10)(A) of the Act, 

7 U.S.C. § 1a(10)(A), in relevant part, as any investment trust, syndicate, or similar 

form of enterprise operated for the purpose of trading commodity interests, 

including commodities for future delivery, and transactions, agreements or 

contracts in foreign currency as described by 7 U.S.C. § 2(c)(2)(C)(i). 

23. A commodity trading advisor is defined by Section 1a(12)(A)(i-iii) of 

the Act, 7 U.S.C. § 1a(12)(A)(i-iii), in relevant part, as any person who for 

compensation or profit engages in the business of advising others, either directly or 

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

advisability of trading in any contract of sale of a commodity for future delivery, 

and agreements, contracts, or transactions in foreign currency as described by 

7 U.S.C. § 2(c)(2)(C)(i). 

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VI. FACTS 

A. The Fraudulent Scheme 

a. Defendants’ Solicitations to Participants and False Statements 

24. Beginning in at least January 2017, Robinson, via his network of 

unregistered APs that he referred to as “client managers” that he supervised in his 

capacity as an officer of QYUHI, (hereafter referred to as “unregistered APs”), 

solicited members of the public in the Eastern District of Michigan and elsewhere 

to participate in a commodity pool purportedly operated by QYUHI for the 

purpose of trading in commodity interests, including retail forex and forex futures 

contracts. Robinson, through QYUHI’s unregistered APs, supervised and targeted 

the solicitations to participants who were not ECPs, and who were generally not 

sophisticated financially. Many of the individuals who were solicited by Robinson 

and QYUHI’s unregistered APs, and who ultimately become participants in 

Defendants’ Pool, were friends and family members of Robinson or QYUHI’s 

unregistered APs and had little to no experience trading forex or commodity 

interests. 

25. Throughout the Relevant Period, Robinson, through QYUHI’s 

unregistered APs, solicited current and prospective pool participants through 

direct, person-to-person solicitations, and referrals from current pool participants. 

As part of the solicitation process, QYUHI’s unregistered APs provided actual and 

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prospective pool participants with written solicitation materials—drafted and/or 

approved by Robinson—from QYU Holdings Corporation, which was described in 

the solicitation materials as “a boutique professional trading firm which specializes 

in the commodities and foreign exchange market.” 

26. Robinson, through QYUHI’s unregistered APs, represented to actual 

and prospective pool participants that Defendants pooled participants’ funds at a 

trading account in the name of QYU Holdings Corporation. However, such 

representations were false because no participant funds were sent by Defendants to 

a bank account carried in the name of QYU Holdings Corporation or traded in a 

pool operated by Defendants or QYU Holdings Corporation. Pool participants’ 

funds were ultimately misappropriated when deposited into QYUHI’s bank 

account, and thereafter transferred to other QYU entities’ bank accounts. At no 

time were participant funds used to trade forex in a pooled trading account on 

behalf of the pool participants. 

27. As part of the fraudulent scheme, Robinson, individually and as the 

agent of QYUHI, provided written solicitation material he drafted, purportedly 

from QYU Holdings Corporation to actual and prospective participants via 

QYUHI’s unregistered APs, that touted QYU Holding Corporation’s trading 

experience and the “QYU Edge.” For example, the solicitation material stated: 

QYU’s strength in trading, or QYU’s “Edge,” is built on our 

exceptional understanding and analysis of the nuances of the US 

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economy and our expert skill in dealing with financial markets...To 

summarize, the majority of our trades involve pairing the US Dollar 

with one of the seven major currencies. 

The average person does not understand the great influence that trade 

agreements have on the world’s countries because only an elite few 

benefit directly from those trade relationships. Those elite few may 

argue that the masses also gain a benefit from these agreements, but 

those benefits are only through ancillary effects. 

Part of our success in the foreign currency markets comes from our 

ability to understand and analyze all of these economic components and 

relationships. The other part of our success comes from our trading 

skill which is based on our expert understanding of market behavior. 

28. Defendants never operated a commodity pool as an entity cognizable 

as a separate legal entity and never had accounts at any registered FCM or RFED. 

QYU Holdings Corporation never operated a commodity pool or held accounts at 

any registered FCM or RFED, and Defendants never transferred participant funds 

from their bank accounts to any commodity interest trading account. There are no 

commodity interest accounts operated or controlled by Defendants at any 

registered FCM and/or RFED.

29. After accepting participants’ funds, Defendants, through Robinson 

or QYUHI’s unregistered APs, provided participants with electronic statements 

via online account access which falsely showed each participant’s purported 

account in Defendants’ Pool. These statements were false: there was no Pool 

and there was no trading taking place. 

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30. These accounts were purportedly held at QYU Holdings Corporation 

and purportedly traded by Robinson on behalf of the Pool. These statements, 

provided to participants through interstate commerce via the Internet, purported to 

show that Defendants’ Pool traded at a profit each month during the Relevant 

Period. These statements were false, and no trading took place on behalf of the 

pool participants. 

b. Omissions of Material Facts 

31. In furtherance of the fraudulent scheme, Robinson, individually and as 

the agent of QYUHI, made fraudulent omissions of material facts in solicitations to 

actual and prospective pool participants either directly by Robinson and/or through 

QYUHI’s unregistered APs who were supervised by Robinson, including but not 

limited to, failing to disclose that: Defendants were misappropriating participants’ 

funds; Defendants were using later-in-time participants’ funds to pay purported 

“profits” and/or “redemptions” to earlier-in-time participants, in the nature of a 

“Ponzi” scheme; Defendants were not registered with the Commission as a CPO or 

AP of a CPO; there was no QYU account in participant funds traded on behalf of 

the Pool; participants’ funds were not used for trading forex futures contracts on 

any lawfully operating exchange; participants’ funds were not used for trading 

retail forex with any registered FCM or RFED; and, the account “statements” 

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provided to participants showing profitable trading activity were created by 

Robinson and not reflective of actual trading. 

32. Defendants’ omissions of facts were, and are, material. Defendants 

failed to advise participants that at no time throughout the Relevant Period did 

Defendants transfer any participant funds to a commodity pool trading account or 

bank account in the name of QYU Holdings Corporation, or to any commodity 

trading account carried in the name of a CPO and/or RFED registered with the 

Commission. Rather than have participants send their funds directly to an FCM 

and/or RFED carrying a forex trading account in the name of the Pool, Defendants 

accepted participants’ funds, either directly from participants or from bank 

accounts controlled by the unregistered APs, by depositing them into a bank 

account ending in *4708 carried in the name of QYUHI at Bank of America 

(“BOA”) (“QYUHI BOA account”). These funds were misappropriated upon 

receipt, and were subsequently transferred by Defendants to other bank accounts 

carried in the name of other QYU entities at other foreign or domestic banking 

institutions. Robinson was, and remains, the primary signatory on the QYUHI 

BOA account. 

33. For example, during the period December 13, 2018 to August 30, 

2021, Robinson and QYUHI accepted more than $6.7 million sent by pool 

participants into the QYUHI BOA account for the purpose of participating in 

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Robinson and QYUHI’s purported forex trading pool. All of this $6.7 million 

came from related parties Foster and KEL, as KEL’s pool participants participated 

in Defendants’ Pool. In addition, during the period February 3, 2017 to November 

8, 2018, the QYUHI BOA account received an additional $469,000 from a bank 

account ending in *5733 carried in the name of QYUHI at Wells Fargo Bank 

(“WFB”)—all funds from pool participants. All of these funds were 

misappropriated. 

34. Robinson and QYUHI also fraudulently used pool participant funds to 

pay more than $1,272,850 to earlier-in-time participants in the form of purported 

“redemptions.” Because Robinson and QYUHI did not actually operate a forex 

trading pool on behalf of the pool participants, the “redemption” payments were 

actually Ponzi-like scheme payments made from funds that Robinson and QYUHI 

obtained from later-in-time pool participants. 

c. Commingling Pool Funds 

35. In addition, no participant funds that were originally transferred from 

the QYUHI BOA account to other QYU entities’ bank accounts were deposited 

into a pool trading account or used for trading commodity interests on behalf of 

pool participants. 

36. Throughout the Relevant Period, Robinson and QYUHI commingled 

participants’ funds with third party funds by accepting participants’ funds into 

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bank accounts which were carried in the name of QYUHI, and controlled by 

Robinson. Robinson and QYUHI subsequently transferred participants’ funds into 

bank accounts of third parties, unrelated to Robinson and QYUHI’s Pool. At no 

time during the Relevant Period did Robinson and QYUHI deposit participant 

funds into an account carried in the name of the Pool at a registered FCM or 

RFED. 

B. Failure to Provide Required Disclosures and Reports and Keep and 

Maintain Required Books and Records 

37. Throughout the Relevant Period, QYUHI, as the CPO, failed to 

provide certain required disclosures and reports to prospective and/or actual 

participants and keep and maintain books and records required to be maintained by 

a CPO pursuant to Part 4 of the Commission’s Regulations, 17 C.F.R. pt. 4 (2022). 

During the Relevant Period, QYUHI, as the CPO, failed to deliver to each 

prospective participant in the Pool the Disclosure Document required to be 

delivered pursuant to Regulation 4.21(a)(1), 17 C.F.R. § 4.21(a)(1) (2022), by each 

CPO registered or required to be registered with the Commission, by no later than 

the time the CPO delivers to the prospective participant a subscription agreement 

for the pool. At no time did QYUHI deliver a Disclosure Document to any 

prospective or actual participant in the Pool. 

38. For each of the participants in the Pool, QYUHI failed to provide 

required reports to participants pursuant to Regulation 4.22(a), 17 C.F.R. § 4.22(a) 

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(2022), by a CPO registered, or required to be registered, with the Commission, 

including but not limited to: an Account Statement, presented in the form of a 

Statement of Operations and a Statement in Changes in Net Assets. The purported 

account statements Defendants provided to participants were not presented and 

computed in accordance with generally accepted accounting principles, as required 

by 17 C.F.R. § 4.22(a), and further failed to set-forth the information required by 

17 C.F.R. § 4.22(a)(1)-(2), including, but not limited to: 

(i) the total amount of realized net gain or loss on commodity interest 

positions liquidated during the reporting period; 

(ii) the change in unrealized net gain or loss on commodity interest 

positions during the reporting period; 

(iii) the total amount of net gain or loss from all other transactions in 

which the pool engaged during the reporting period, including interest 

and dividends earned on funds not paid as premiums or used to margin 

the pool’s commodity interest positions; 

(iv) the total amount of all management fees during the reporting 

period; 

(v) the total amount of all advisory fees during the reporting period; 

(vi) the total amount of all brokerage commissions during the reporting 

period; 

(vii) the total amount of other fees for commodity interest and other 

investment transactions during the reporting period; and 

(viii) the total amount of all other expenses incurred or accrued by the 

pool during the reporting period. 

 

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39. The purported account statements Defendants provided to participants 

during the Relevant Period also failed to include an Account Statement that must 

be presented in the form of a Statement of Changes in Net Assets that separately 

itemized certain information as required by 17 C.F.R. § 4.22(a)(2), and further 

failed to disclose information required by 17 C.F.R. § 4.22(a)(3), including but not 

limited to any material business dealings between the pool, the pool’s operator, 

commodity trading advisor, futures commission merchant, retail foreign exchange 

dealer, swap dealer, or the principals thereof that previously have not been 

disclosed in the pool’s Disclosure Document or any amendment thereto, other 

Account Statements, or Annual Reports. 

40. QYUHI failed to keep and maintain books and records required to be 

kept and maintained pursuant to Regulation 4.23(a) and (b), 17 C.F.R. § 4.23(a)-

(b) (2022), by a CPO registered, or required to be registered, with the Commission, 

including but not limited to: 

(a) concerning the commodity pool: 

(1) an itemized daily record of each commodity interest transaction of 

the pool, showing the transaction date, quantity, commodity 

interest, and, as applicable, price or premium, delivery month or 

expiration date, whether a put or a call, strike price, underlying 

contract for future delivery or underlying commodity, swap type 

and counterparty, the futures commission merchant and/or retail 

foreign exchange dealer carrying the account and the introducing 

broker, if any, whether the commodity interest was purchased, sold 

(including, in the case of a retail forex transaction, offset), 

exercised, expired (including, in the case of a retail forex 

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transaction, whether it was rolled forward), and the gain or loss 

realized; 

(2) a journal of original entry or other equivalent record showing all 

receipts and disbursements of money, securities and other property; 

 

(3) a subsidiary ledger or other equivalent record for each participant in 

the pool showing the participant’s name and address and all funds, 

securities and other property that the pool received from or 

distributed to the participant; 

(4) adjusting entries and any other records of original entry or their 

equivalent forming the basis of entries in any ledger; 

(5) a general ledger or other equivalent record containing details of all 

asset, liability, capital, income and expense accounts; 

(6) copies of each confirmation or acknowledgment of a commodity 

interest transaction of the pool, and each purchase and sale 

statement and each monthly statement for the pool received from a 

futures commission merchant, retail foreign exchange dealer or 

swap dealer; 

(7) cancelled checks, bank statements, journals, ledgers, invoices, 

computer generated records, and all other records, data and 

memoranda prepared or received in connection with the operation 

of the pool; 

(8) the original or a copy of each report, letter, circular, memorandum, 

publication, writing, advertisement or other literature or advice 

(including the texts of standardized oral presentations and of radio, 

television, seminar or similar mass media presentations) distributed 

or caused to be distributed by the commodity pool operator to any 

existing or prospective pool participant or received by the pool 

operator from any commodity trading advisor of the pool, showing 

the first date of distribution or receipt if not otherwise shown on the 

document; 

 

(9) a Statement of Financial Condition as of the close of (i) each regular 

monthly period if the pool had net assets of $500,000 or more at the 

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beginning of the pool’s fiscal year, or (ii) each regular quarterly 

period for all other pools; 

(10) a Statement of Income (Loss) for the period between (i) the later 

of: (A) the date of the most recent Statement of Financial Condition 

furnished to the Commission pursuant to § 4.22(c), (B) April 1, 

1979, or (C) the formation of the pool, and (ii) the date of the 

Statement of Financial Condition required by paragraph (a)(10) of 

this section; and 

(11) a manually signed copy of each Account Statement and Annual 

Report provided pursuant to §§ 4.22, 4.7(b) or 4.12(b), and records 

of the key financial balances submitted to the National Futures 

Association for each commodity pool Annual Report, which records 

must clearly demonstrate how the key financial balances were 

compiled from the Annual Report; and 

(b) Concerning the commodity pool operator: 

(1) An itemized daily record of each commodity interest transaction of 

the commodity pool operator and each principal thereof, showing 

the transaction date, quantity, commodity interest, and, as 

applicable, price or premium, delivery month or expiration date, 

whether a put or a call, strike price, underlying contract for future 

delivery or underlying commodity, swap type and counterparty, the 

futures commission merchant or retail foreign exchange dealer 

carrying the account and the introducing broker, if any, whether the 

commodity interest was purchased, sold, exercised, or expired, and 

the gain or loss realized; 

 

(2) Each confirmation of a commodity interest transaction, each 

purchase and sale statement and each monthly statement furnished 

by a futures commission merchant or retail foreign exchange dealer 

to: (i) The commodity pool operator relating to a personal account 

of the pool operator; and (ii) Each principal of the pool operator 

relating to a personal account of such principal. 

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QYUHI failed to keep and maintain any of these records during the Relevant 

Period. 

41. Defendants did not inquire, and failed to keep or maintain any 

records, as to whether a prospective customer was an ECP or about a prospective 

participant’s savings and investments. 

42. For example, QYUHI did not inquire or keep any records as to 

whether a prospective participant had assets in excess of $5 million, nor did it 

inquire if the prospective participant was seeking to engage in forex transactions to 

manage the risk of an asset or liability already owned, or about to be owned, by the 

prospective participant. 

C. Failure to Register 

43. Throughout the Relevant Period, QYUHI acted in a capacity as a CPO 

by soliciting, accepting, and receiving funds from the public while engaged in a 

business that was, and is, of the nature of an investment trust, syndicate, or similar 

form of enterprise, for the purpose of, among other things, trading in commodity 

interests, including retail forex and forex futures contracts, without being 

registered with the Commission as a CPO. At no time during the Relevant Period 

did QYUHI seek an exemption from the requirement to register with the 

Commission as a CPO. At no time during the Relevant Period did QYUHI qualify 

for an exemption from the requirement to register with the Commission as a CPO. 

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44. Throughout the Relevant Period, Robinson acted, and continues to act, 

in a capacity as an AP of QYUHI by, in his capacity as a partner, officer, 

employee, consultant or agent of the CPO (QYUHI), soliciting or supervising the 

solicitation of funds for participation in the Pool, without being registered with the 

Commission as an AP of a CPO. 

D. Robinson is the Controlling Person of QYUHI 

45. Throughout the Relevant Period, Robinson acted, and continues to act, 

as the controlling person of QYUHI. Robinson was, and is, the President, 

Treasurer, and a Director of QYUHI, and solely possessed the power and authority 

to control all day-to-day business operations of QYUHI. As the primary signatory 

on the QYUHI BOA account, Robinson controlled, and continues to control, all 

credits and debits in the QYUHI BOA account. Robinson also solely controlled, 

and continues to control, all solicitations to actual and prospective participants 

through QYUHI’s unregistered APs. 

46. Throughout the Relevant Period, Robinson was, and continues to be, 

the owner and controlling person of QYUHI. Robinson was, and continues to be, 

the primary officer and director of QYUHI, he operated and controlled the day-today operations of QYUHI’s business activities, and he controlled the QYUHI BOA 

account. Therefore, Robinson was, and continues to be, de facto and de jure solely 

in charge of the operations of QYUHI throughout the Relevant Period. 

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47. As the controlling person of QYUHI, Robinson was aware of the 

activities that form the violations of the Act and Regulations set-forth herein. 

Further, Robinson failed to act in good faith at all times throughout the Relevant 

Period because he failed to create and/or implement any supervisory controls over 

the daily operations of QYUHI throughout the Relevant Period. 

VII. VIOLATIONS OF THE COMMODITY EXCHANGE ACT 

AND CFTC REGULATIONS 

COUNT ONE 

Violations of Sections 4b(a)(1)(A)-(C) and 4b(a)(2)(A)-(C) of the Act, 

7 U.S.C. §§ 6b(a)(1)(A)-(C), 6b(a)(2)(A)-(C), and Regulation 5.2(b)(1)-(3), 

17 C.F.R. § 5.2(b)(1)-(3) (2022) 

(Fraud in Connection with Retail Forex Transactions and Forex 

Futures Contracts—Both Defendants) 

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

and incorporated herein by reference. 

49. 7 U.S.C. § 6b(a)(1)(A)-(C) makes it unlawful for any person, in or in 

connection with any order to make, or the making of, any contract of sale of any 

commodity in interstate commerce or for future delivery that is made, or to be 

made, on or subject to the rules of a designated contract market, for or on behalf of 

any other person: “(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 

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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 

performed, with respect to any order or contract for . . . the other person.” 

50. As described herein, by and through Robinson, Defendants cheated or 

defrauded, or attempted to cheat or defraud, actual and prospective pool 

participants; willfully made, or caused to be made, false account statements; and 

willfully deceived, or attempted to deceive, actual and prospective pool 

participants in connection with Defendants’ Pool that purportedly traded forex 

futures contracts, by, among other things: (i) omitting material facts in 

solicitations to and/or accepting funds from actual and prospective participants, 

including but not limited to, failing to disclose that Defendants never traded pool 

participant funds as promised; (ii) misappropriating participants’ funds; and 

(iii) providing participants with false account statements showing purported profits 

from fictitious trading activity created by Robinson and not reflective of actual 

trading, all in violation of 7 U.S.C. § 6b(a)(1)(A)-(C). 

51. 7 U.S.C. § 6b(a)(2)(A)-(C) makes it unlawful 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, or swap, 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 

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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 

performed, with respect to an order or contract for or . . . with the other person.” 

52. Section 2(c)(2)(C)(ii)(I) of the Act, 7 U.S.C. § 2(c)(2)(C)(ii)(I), makes 

agreements, contracts, or transactions described in Section 2(c)(2)(C)(i) of the Act, 

7 U.S.C. § 2(c)(2)(C)(i), and accounts or pooled investment vehicles described in 

Section 2(c)(2)(C)(vii) of the Act, 7 U.S.C. § 2(c)(2)(C)(vii), “subject to” Section 

4b, 7 U.S.C. § 6b. Additionally, Section 2(c)(2)(C)(iv) of the Act, 

7 U.S.C. § 2(c)(2)(C)(iv), in part, provides that 7 U.S.C. § 6b applies to such 

agreements, contracts, or transactions, including those offered by Defendants, “as 

if” they were contracts of sale of a commodity for future delivery. Furthermore, 

7 U.S.C. § 2(c)(2)(C)(vii) states that the CFTC has jurisdiction over an account or 

pooled investment vehicle that is offered for the purpose of trading, or that trades, 

any agreement, contract, or transaction in foreign currency described in 7 U.S.C. 

§ 2(c)(2)(C)(i) of the Act. 

53. 17 C.F.R. § 5.2(b)(1)-(3) makes it unlawful for any person, by use of 

the mails or by any means or instrumentality of interstate commerce, directly or 

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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. 

54. As described herein, Defendants cheated or defrauded, or attempted to 

cheat or defraud, actual and prospective pool participants; willfully made, or 

caused to be made, false account statements; and willfully deceived, or attempted 

to deceive, actual and prospective pool participants in connection with Defendants’ 

Pool that offered, or entered into, agreements, contracts, or transactions in foreign 

currency described in 7 U.S.C. § 2(c)(2)(C)(i) of the Act by, among other things: 

(i) omitting material facts in solicitations to and/or accepting funds from actual and 

prospective participants, including but not limited to, failing to disclose that 

Defendants never traded pool participant funds as promised; (ii) misappropriating 

participants’ funds; and (iii) providing participants with false account statements 

showing purported profits from fictious trading activity created by Robinson and 

not reflective of actual trading, all in violation of 7 U.S.C. § 6b(a)(2)(A)-(C) and 

17 C.F.R. § 5.2(b)(1)-(3).

55. The foregoing acts, omissions, and failures by Robinson occurred 

within the scope of his employment, agency, or office with QYUHI during the 

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Relevant Period. Therefore, QYUHI is liable for Robinson’s violations of 7 U.S.C. 

§§ 6b(a)(1)(A)-(C) and 6b(a)(2)(A)-(C) and 17 C.F.R. § 5.2(b)(1)-(3), pursuant to 

Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B), and Regulation 1.2, 17 C.F.R. 

§ 1.2 (2022). 

56. During the Relevant Period, Robinson held and exercised, and holds 

and exercises, direct and indirect control over QYUHI’s daily business operations 

and either did not act in good faith or knowingly induced QYUHI’s violations of 

7 U.S.C. §§ 6b(a)(1)(A)-(C) and 6b(a)(2)(A)-(C) and 17 C.F.R. § 5.2(b)(1)-(3). As 

a controlling person of QYUHI, Robinson is liable for QYUHI’s violations of 

7 U.S.C. §§ 6b(a)(1)(A)-(C) and 6b(a)(2)(A)-(C) and 17 C.F.R. § 5.2(b)(1)-(3), 

pursuant to Section 13(b) of the Act, 7 U.S.C. § 13c(b). 

57. Each omission or misrepresentation of a material fact, false statement, 

and act of deceiving pool participants or misappropriation made during the 

Relevant Period in connection with forex futures contracts, including, but not 

limited to, those specifically alleged herein, is alleged as a separate and distinct 

violation of 7 U.S.C. § 6b(a)(1)(A)-(C). 

58. Each omission or misrepresentation of a material fact, false statement, 

and act of deceiving pool participants or misappropriation made during the 

Relevant Period in connection with off-exchange leveraged, margined or financed 

forex transactions, including, but not limited to, those specifically alleged herein, is 

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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)(1)-(3). 

COUNT TWO 

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

(Fraud by a CPO—QYUHI; Fraud by an AP of a CPO—Robinson) 

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

and incorporated herein by reference. 

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

relevant part as any person engaged in a business that is of the nature of a 

commodity pool, investment trust, syndicate, or similar form of enterprise, and 

who, in connection therewith, solicits, accepts or receives from others, funds, 

securities, or property either directly or through capital contributions for the 

purpose of trading in commodity interests, including any commodity for future 

delivery, or agreement, contract, or transaction described in Section 2(c)(2)(C)(i) 

of the Act, 7 U.S.C. § 2(c)(2)(C)(i). 

61. Throughout the Relevant Period, QYUHI acted, and continues to act, 

as a CPO by soliciting, accepting or receiving funds from others for the purpose of 

trading commodity interests in a pooled investment vehicle. 

62. An AP of a CPO is defined by Regulation 1.3, 17 C.F.R. § 1.3 (2022), 

as any person who is associated with a CPO as a partner, officer, employee, 

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

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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. 

63. Throughout the Relevant Period, Robinson acted and continues to act 

as an AP of CPO QYUHI because while he was an officer and owner of QYUHI, 

Robinson solicited funds from pool participants through QYUHI’s unregistered 

APs for a participation in Defendants’ Pool or supervised QYUHI’s unregistered 

APs who solicited funds from pool participants for a participation in Defendants’ 

Pool. 

64. 7 U.S.C. § 6o(1)(A)-(B) prohibits CPOs and APs of CPOs, whether 

registered with the CFTC or not, “by use of the mails or any means or 

instrumentality of interstate commerce, directly or indirectly . . . (A) to employ any 

device, scheme, or artifice to defraud any client or participant or prospective client 

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

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

client or participant.” 

65. Section 2(c)(2)(C)(ii)(I) of the Act, 7 U.S.C. § 2(c)(2)(C)(ii)(I), makes 

transactions, agreements, or contracts described in Section 2(c)(2)(C)(i) of the Act, 

7 U.S.C. § 2(c)(2)(C)(i), and accounts or pooled investment vehicles described in 

Section 2(c)(2)(C)(vii) of the Act, 7 U.S.C. § 2(c)(2)(C)(vii), “subject to” Section 

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4o, 7 U.S.C. § 6o. Additionally, 7 U.S.C. § 2(c)(2)(C)(vii) states that the CFTC 

has jurisdiction over an account or pooled investment vehicle that is offered for the 

purpose of trading, or that trades, any agreement, contract, or transaction in foreign 

currency described in Section 2(c)(2)(C)(i) of the Act. 

66. As alleged herein, by use of the mails or any means or instrumentality 

of interstate commerce, directly or indirectly, Defendants employed or are 

employing a device, scheme, or artifice to defraud actual and prospective 

participants or engaged or are engaging in transactions, practices, or a course of 

business which operated or operates as a fraud or deceit upon any actual or 

prospective participant, including without limitation: misappropriation of 

participants’ funds, providing false statements to participants via online account 

access, and omitting material facts in soliciting participants through QYUHI’s 

unregistered APs and/or accepting participant funds, all in violation of 7 U.S.C. 

§ 6o(1)(A)-(B). 

67. The foregoing acts, omissions, and failures by Robinson occurred 

within the scope of his employment, agency, or office with QYUHI during the 

Relevant Period. Therefore, QYUHI is liable for Robinson’s violations of 7 U.S.C. 

§ 6o(1)(A)-(B) pursuant to Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B), 

and Regulation 1.2, 17 C.F.R. § 1.2 (2022). 

68. During the Relevant Period, Robinson held and exercised, and holds 

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and exercises, direct and indirect control over QYUHI’s daily business operations 

and either did not act in good faith or knowingly induced QYUHI’s violations of 7 

U.S.C. § 6o(1)(A)-(B). As a controlling person of QYUHI, Robinson is liable for 

QYUHI’s violations of 7 U.S.C. § 6o(1)(A)-(B), pursuant to Section 13(b) of the 

Act, 7 U.S.C. § 13c(b). 

69. Each omission of material fact, false statement, act of 

misappropriation, employment of a device, scheme, or artifice to defraud, and 

transaction, practice, or course of business which operated as a fraud or deceit 

made during the Relevant Period, including, but not limited to, those specifically 

alleged herein, is alleged as a separate and distinct violation of 7 U.S.C. 

§ 6o(1)(A)-(B). 

COUNT THREE 

Violations of Regulations 4.20(a)(1), (b), and (c), and 5.4, 

17 C.F.R. § 4.20(a)(1), (b), (c), 5.4 (2022) 

(Failure to Operate Commodity Pool as a Separate Legal Entity, 

Failure to Receive Funds in the Pool’s Name, and Commingling of Pool 

Funds—Both Defendants) 

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

and incorporated herein by reference.

71. 17 C.F.R. § 5.4 states that 17 C.F.R. pt. 4 applies to any person 

required pursuant to 17 C.F.R. pt. 5 to register as a CPO, and that “[f]ailure by any 

such person to comply with the requirements of part 4 will constitute a violation of 

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this section and the relevant section of part 4.”

72. 17 C.F.R. § 4.20(a)(1) requires a CPO to operate his or her 

commodity pool as an entity cognizable as a legal entity separate from that of the 

pool operator, with certain specified exceptions not applicable here.

73. Throughout the Relevant Period, QYUHI, while acting as a CPO, 

violated 17 C.F.R. §§ 4.20(a)(1) and 5.4 by failing to operate the commodity pool 

as a legal entity separate from itself.

74. 17 C.F.R. § 4.20(b) provides: “All funds, securities or other property 

received by a commodity pool operator from an existing or prospective pool 

participant for the purchase of an interest or as an assessment (whether voluntary 

or involuntary) on an interest in a pool that it operates or that it intends to operate 

must be received in the pool’s name.” 

75. During the Relevant Period, QYUHI, while acting as a CPO, violated 

17 C.F.R. §§ 4.20(b) and 5.4 by receiving funds from existing or prospective pool 

participants for the purchase of an interest in the Pool without receiving the same 

in the Pool’s name. 

76. 17 C.F.R. § 4.20(c) provides: “No commodity pool operator may 

commingle the property of any pool that it operates or that it intends to operate 

with the property of any other person.” 

77. During the Relevant Period, QYUHI, while acting as a CPO, violated 

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17 C.F.R. §§ 4.20(c) and 5.4 by commingling Pool funds with the personal funds 

of Robinson and the corporate funds of QYUHI. 

78. During the Relevant Period, Robinson held and exercised, and holds 

and exercises, direct and indirect control over QYUHI’s daily business operations 

and either did not act in good faith or knowingly induced QYUHI’s violations of 

17 C.F.R. §§ 4.20(a)(1), (b), and (c), and 5.4. As a controlling person of QYUHI, 

Robinson is liable for QYUHI’s violations of 17 C.F.R. §§ 4.20(a)(1), (b), and (c), 

and 5.4 pursuant to 7 U.S.C. § 13c(b). 

COUNT FOUR 

Violations of Sections 2(c)(2)(C)(iii)(I)(cc), 4m(1), and 4k(2) of the Act, 

7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc), 6m(1), 6k(2), and Regulation 5.3(a)(2)(i) 

and (ii), 17 C.F.R. § 5.3(a)(2)(i), (ii) (2022) 

(Failure to Register as a CPO—QYUHI; Failure to Register as an AP of a 

CPO—Robinson) 

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

and incorporated herein by reference. 

80. 7 U.S.C. § 6m(1) makes it unlawful for any CPO, unless registered 

with the CFTC, to make use of the mails or any means or instrumentality of 

interstate commerce in connection with its business as a CPO. Similarly, 

17 C.F.R. § 5.3(a)(2)(i) requires anyone acting as a CPO for a pooled investment 

vehicle that engages in retail forex transactions to register as a CPO, as defined in 

17 C.F.R. § 5.1(d)(1). 

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81. Subject to certain exceptions not relevant here, 7 U.S.C. 

§ 2(c)(2)(C)(iii)(I)(cc) states in part that: 

A person, 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 17, 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 [agreements, contracts, or transactions described in 7 

U.S.C. § 2(c)(2)(C)(i)]. 

82. Except in circumstances not relevant here, 7 U.S.C. 

§ 2(c)(2)(C)(iii)(I)(cc) and 17 C.F.R. § 5.3(a)(2)(i) require those that meet the 

definition of a retail forex CPO under 17 C.F.R. § 5.1(d)(1) to register as a CPO 

with the Commission. A CPO is defined in Regulation 5.1(d)(1), 17 C.F.R. 

§ 5.1(d)(1) (2022), as any person who operates or solicits funds, securities, or 

property for a pooled investment vehicle that is not an eligible contract participant 

as defined in section 1a(18) of the Act, and that engages in retail forex 

transactions. 

83. During the Relevant Period, QYUHI acted, and continues to act, as a 

CPO by engaging in a business that was in the nature of a commodity pool, 

investment trust, syndicate, or similar enterprise, and in connection therewith, 

solicited, accepted, or received from others, funds, securities, or property, either 

directly or otherwise, for the purpose of trading retail forex and forex futures 

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contracts, while failing to register with the Commission as a CPO in violation of 

7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i). During 

the Relevant Period, QYUHI was not exempt from registration as a CPO. 

84. 7 U.S.C. § 6k(2) makes it unlawful for any person to be associated 

with a CPO as an officer or agent (or any person occupying a similar status or 

performing similar functions), in any capacity that involves the solicitation of 

funds, securities, or property for participation in a commodity pool, or the 

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

Commission as an AP of a CPO. Similarly, 17 C.F.R. § 5.3(a)(2)(ii) requires 

anyone acting as an AP of a CPO for a pooled investment vehicle that engages in 

retail forex transactions to register as an AP. 

85. Except in certain circumstances not relevant here, 7 U.S.C. 

§ 2(c)(2)(C)(iii)(I)(cc) and 17 C.F.R. § 5.3(a)(2)(ii) require those that meet the 

definition of an AP of a retail forex CPO under 17 C.F.R. § 5.1(d)(2) to register as 

an AP of a CPO with the Commission. An AP of a retail forex CPO is defined by 

Regulation 5.1(d)(2), 17 C.F.R. § 5.1(d)(2) (2022), as any person who is associated 

with a CPO as defined in subsection (d)(1) 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, 

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securities, or property for a participation in a pooled investment vehicle; or (ii) the 

supervision of any person or persons so engaged. 

86. Throughout the Relevant Period, Robinson was associated, and 

continues to be associated, with CPO QYUHI as an officer or agent in a capacity 

that involved, and continues to involve, the solicitation of funds, securities, or 

property, through QYUHI’s unregistered APs, for participation in a commodity 

pool, for the purpose of trading retail forex and forex futures contracts, and the 

supervision of QYUHI’s unregistered APs so engaged, while failing to register 

with the Commission as an AP of QYUHI in violation of 7 U.S.C. 

§§ 2(c)(2)(C)(iii)(I)(cc) and 6k(2) and 17 C.F.R. § 5.3(a)(2)(ii). Throughout the 

Relevant Period, Robinson was not exempt from the requirement to register as an 

AP of a CPO in connection with QYUHI. 

87. The foregoing acts, omissions, and failures by Robinson occurred 

within the scope of his employment, agency, or office with QYUHI during the 

Relevant Period. Therefore, QYUHI is liable for Robinson’s violations of 7 U.S.C. 

§§ 2(c)(2)(C)(iii)(I)(cc) and 6k(2) and 17 C.F.R. § 5.3(a)(2)(ii), pursuant to 7 

U.S.C. § 2(a)(1)(B) and 17 C.F.R. § 1.2. 

88. During the Relevant Period, Robinson held and exercised, and holds 

and exercises, direct and indirect control over QYUHI and either did not act in 

good faith or knowingly induced QYUHI’s violations of 7 U.S.C. 

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§§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i). As a controlling 

person of QYUHI, Robinson is liable for QYUHI’s violations of 7 U.S.C. 

§§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i), pursuant to 

7 U.S.C. § 13c(b). 

89. Each instance during the Relevant Period in which QYUHI acted as 

an unregistered CPO, including but not limited to those specifically alleged herein, 

is alleged as a separate and distinct violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) 

and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i). 

90. Each instance during the Relevant Period in which Robinson acted as 

an AP of QYUHI, including but not limited to those specifically alleged herein, is 

alleged as a separate and distinct violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 

6k(2) and 17 C.F.R. § 5.3(a)(2)(ii). 

COUNT FIVE 

Violations of Regulations 4.21, 4.22, 4.23, and 5.4, 

17 C.F.R. §§ 4.21, 4.22, 4.23, 5.4 (2022) 

(Failure to Provide Required Disclosures and Reports and Keep and Maintain 

Required Books and Records–Both Defendants) 

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

and incorporated herein by reference. 

92. As noted above, 17 C.F.R. § 5.4 states that 17 C.F.R. pt. 4 applies to 

any person required pursuant to 17 C.F.R. pt. 5 to register as a CPO, and that 

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“[f]ailure by any such person to comply with the requirements of part 4 will 

constitute a violation of this section and the relevant section of part 4.” 

93. 17 C.F.R. §§ 4.21, 4.22, and 4.23, in relevant part, require that each 

CPO registered with the Commission, or required to be registered with the 

Commission, provide required disclosures and reports to prospective and/or actual 

participants and keep and maintain the books and records in an accurate, current 

and orderly manner, including without limitation, Disclosure Documents, Account 

Statements, and Statements of Operations. 

94. As set forth above, during the Relevant Period, QYUHI acted, and 

continues to act, as an unregistered CPO by soliciting and accepting funds from 

U.S. resident non-ECPs for participation in a Pool operated by QYUHI. 

Throughout the Relevant Period, Robinson was associated with CPO QYUHI as an 

officer or agent in a capacity that involves the solicitation of funds, securities, or 

property, through QYUHI’s unregistered APs, for participation in a commodity 

pool, or the supervision of QYUHI’s unregistered APs so engaged, while failing to 

register with the Commission as an AP of CPO QYUHI, and controlled QYUHI’s 

daily business operations. 

95. At no time during the Relevant Period did QYUHI, in accordance 

with 17 C.F.R. §§ 4.21, 4.22, 4.23, and 5.4, provide required disclosures and 

reports to prospective and/or actual participants and keep and maintain the books 

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and records identified herein, and/or in the required format, in violation of 

17 C.F.R. §§ 4.21, 4.22, 4.23, and 5.4. 

96. Each failure by QYUHI during the Relevant Period to provide 

required disclosures and reports to prospective and/or actual participants in 

accordance with 17 C.F.R. §§ 4.21, 4.22, and 5.4, and each day during the 

Relevant Period that QYUHI failed to maintain the required books and records in 

accordance with 17 C.F.R. §§ 4.23 and 5.4, is alleged as a separate and distinct 

violation of 17 C.F.R. §§ 4.21, 4.22, or 4.23, and 5.4. 

97. During the Relevant Period, Robinson held and exercised, and holds 

and exercises, direct and indirect control of QYUHI’s daily business operations 

and either did not act in good faith or knowingly induced QYUHI’s violations of 

17 C.F.R. §§ 4.21, 4.22, 4.23, and 5.4. Therefore, pursuant to 7 U.S.C. § 13c(b), 

Robinson is liable as a controlling person for each of QYUHI’s violations of 17 

C.F.R. §§ 4.21, 4.22, 4.23, and 5.4. 

VIII. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests that this Court, as 

authorized by 7 U.S.C. § 13a-1, and pursuant to its own equitable powers, enter: 

A. An order finding that Defendants violated and are violating Sections 

2(c)(2)(C)(iii)(I)(cc), 4b(a)(1)(A)-(C), 4b(a)(2)(A)-(C), 4k(2), 4m(1), and 

4o(1)(A)-(B) Act, 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc), 6b(a)(1)(A)-(C), 6b(a)(2)(A)-

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(C), 6k(2), 6m(1), 6o(1)(A)-(B), and Regulations 4.20(a)(1), (b), and (c), 4.21, 

4.22, 4.23, 5.2(b)(1)-(3), 5.3(a)(2)(i) and (ii), and 5.4, 17 C.F.R. §§ 4.20(a)(1), (b), 

(c), 4.21, 4.22, 4.23, 5.2(b)(1)-(3), 5.3(a)(2)(i), (ii), 5.4 (2022); 

B. An order of permanent injunction restraining, enjoining, and 

prohibiting Defendants and any other person or entity in active concert with them, 

from engaging in conduct in violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc), 

6b(a)(1)(A)-(C), 6b(a)(2)(A)-(C), 6k(2), 6m(1), and 6o(1)(A)-(B), and 17 C.F.R. 

§§ 4.20(a)(1), (b), and (c), 4.21, 4.22, 4.23, 5.2(b)(1)-(3), 5.3(a)(2)(i) and (ii), and 

5.4; 

C. An order of permanent injunction prohibiting Defendants and any 

other person or entity in active concert with them from, directly or indirectly: 

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

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

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

that term is defined in Regulation 1.3, 17 C.F.R. § 1.3 (2022)), for 

accounts held in the name of Defendants or for accounts in which 

Defendants have a direct or indirect interest; 

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

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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 CFTC 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 3.1(a), 

17 C.F.R. § 3.1(a) (2022)), agent, or any other officer or employee 

of any person registered, exempted from registration, or required to 

be registered with the Commission except as provided for in 17 

C.F.R. § 4.14(a)(9) (2022); 

D. An order requiring Defendants, as well as any successors thereof, to 

disgorge, pursuant to such procedures 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 

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constitute violations of the Act and Regulations as described herein, including 

post-judgment interest; 

E. An order requiring Defendants, as well as any successors thereof, to 

make full restitution, pursuant to such procedures as the Court may order, to every 

person or entity who sustained losses proximately caused by Defendants’ 

violations described herein, including post-judgment interest; 

F. 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 them and any of the 

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. An order directing Defendants, as well as any successors thereof, to 

pay a civil monetary penalty, to be assessed by the Court, in an amount not to 

exceed the penalty prescribed by 7 U.S.C. § 13a-1(d)(1)), as adjusted for inflation 

pursuant to the Federal Civil Penalties Inflation Adjustment Act Improvements Act 

of 2015, Pub. L. 114-74, tit. VII, § 701, 129 Stat. 584, 599-600, see 17 C.F.R. 

§ 143.8 (2022), or subsequent annually adjusted amounts, for each violation of the 

Act and Regulations, as described herein; 

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H. An order directing that Defendants, and any successors thereof, make 

an accounting to the Court of all of their assets and liabilities, together with all 

funds they received from and paid to participants and other persons in connection 

with commodity interests and all disbursements for any purpose whatsoever of 

funds received from commodity interests, including salaries, commissions, interest, 

fees, loans, and other disbursement of money or property of any kind from at least 

January 1, 2017 to the date of such accounting; 

I. An order requiring Defendants, and any successors thereof, to pay 

costs and fees as permitted by 28 U.S.C. §§ 1920 and 2413(a)(2); and 

J. Such other and further relief as this Court may deem necessary and 

appropriate under the circumstances. 

Dated: September 28, 2023 Respectfully submitted, 

By: /s/ Kassra Goudarzi 

Kassra Goudarzi 

(DC Bar No. 490709) 

Senior Trial Attorney 

kgoudarzi@cftc.gov 

(202) 418-5416 

Timothy J. Mulreany 

(MD Bar No. 8812160123) 

Chief Trial Attorney 

tmulreany@cftc.gov 

(202) 418-5306 

Paul G. Hayeck 

(MA Bar No. 554815) 

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Deputy Director 

phayeck@cftc.gov 

(202) 418-5312 

Commodity Futures Trading 

Commission

Division of Enforcement 

1155 21st Street, NW 

Washington, DC 20581 

ATTORNEYS FOR PLAINTIFF 

COMMODITY FUTURES TRADING 

COMMISSION

Counsel to Receive Notice 

Kevin Erskine 

Assistant United States Attorney 

Civil Division Chief 

Office of the United States Attorney 

Eastern District of Michigan 

211 West Fort Street 

Suite 2001 

Detroit, Michigan 48226 

kevin.erskine@usdoj.gov 

(313) 226-9100 

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