The Securities and Exchange Commission (SEC) has filed a civil securities fraud enforcement action against three individuals accused of orchestrating a fraudulent scheme to sell stock in American Green, Inc.
The complaint filed by the SEC names Albert Golusin, Peter Jacobs, and John Scuder as defendants. According to the lawsuit, from January 2017 through mid-2022, the defendants engaged in a "pump and dump" scheme involving American Green's stock. Jacobs and Golusin allegedly lent money to American Green in exchange for convertible debentures that allowed them to acquire millions of shares at a steep discount. They then misrepresented their control over the company to facilitate unregistered resale transactions of these shares. Meanwhile, Jacobs and Scuderi conducted manipulative trading practices and promotional campaigns to artificially inflate the stock price. This deceptive strategy resulted in over $21 million in net trading proceeds for the defendants while leaving retail investors with significant losses.
The SEC claims that Jacobs and Golusin exercised undisclosed control over American Green's operations despite not holding official titles during the relevant period. Their influence extended to financial decisions, investor relations, corporate actions, share issuances, and hiring decisions. They allegedly concealed their affiliations with American Green by providing false information in attorney opinion letters submitted to transfer agents and broker-dealers.
In addition to misrepresenting their affiliate status, Jacobs and Scuderi engaged in deceptive acts to generate interest in American Green stock before selling their shares. They orchestrated numerous promotional campaigns without disclosing their intent to sell shares or their involvement in financing these promotions. Furthermore, they engaged in manipulative trading practices such as "painting-the-tape" and "marking-the-close" to influence stock prices.
The SEC seeks various forms of relief from the court, including permanent injunctions against future violations of securities laws by the defendants; disgorgement of ill-gotten gains with prejudgment interest; civil penalties; penny stock bars; officer-and-director bars for Jacobs and Golusin; and an order prohibiting participation in any offering of a penny stock.
The plaintiff is represented by attorneys P. Davis Oliver and James Carlson from the SEC's Washington D.C. office. The case was filed in the United States District Court for the Eastern District of New York Case ID 25-2379.