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`tFP-RA3462-pk3-204 10
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`v.
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`TD AMERITRADE,INC.,
`11
`WATERHOUSE SECURITIES, INC.,
`TD WATERHOUSE INVESTOR
`SERVICES, INC., TD WATERHOUSE
`INVESTOR SERVICES, INC.
`
`TD AMERITRADE,INC. Jury Trial:KlYes O1 No
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 1 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 1 of 59
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`Pro Se 1 2022
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`
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`Alain Hensley
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`
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`————— FILED ——__ 10D
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`
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`om RECEIVED
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`FEB 28 2993
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`CLERK US. DISTRICT
`ay WESTERNDISTRICTOFWASHINGINGATTACOMA
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`DEPUTY
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`
`
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`UNITED STATES DISTRICT COURT
`WESTERN DISTRICT OF WASHINGTON
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`cass no. 2 SY S/S Dee
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`-_
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`{
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`Plaintiff(s),
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`[to be filled in by Clerk’s Office]
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`COMPLAINT FORA CIVIL CASE
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`
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`GTS EQUITY PARTNERS LLC
`GTS EXECUTION SERVICES LLC
`GTS SECURITIES LLC
`GLOBAL TRADING SYSTEMS, GTS
`SECURITIES LLC, GTS MISCHLER
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`CHARLES SCHWAB & CO., INC.
`SCHWAB HOLDINGS, INC.
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`FINANICAL INDUSTRY
`REGULATORY AUTHORITY
`“FINRA”
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`And dose 1-100 Inclusive,
`Defendant(s)
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`COMPLAINTFOR A CIVIL CASE- 1
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 2 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 2 of 59
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`Pro Se 1 2022
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`A.
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`Plaintiff(s)
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`THE PARTIES TO THIS COMPLAINT
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`Name
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`Street Address
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`Alain Hensley
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`22 Lapsley Dr.
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`Dupont, Pierce
`City and County
`State and Zip Code Washington 98327
`(253) 431-3908
`Telephone Number
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`B.
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`Defendant(s)
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`Defendant No. 1
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`Name
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`Job or Title (if known)
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`TD AMERITRADE, INC. WATERHOUSE
`SECURITIES, INC., TD WATERHOUSE
`INVESTOR SERVICES, INC., TD WATERHOUSE
`INVESTOR SERVICES, INC.
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`Street Address
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`200 SOUTH 108TH AVENUE
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`City and County
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`OMAHA
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`State and Zip Code
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`NE,68154
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`Telephone Number
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`1-800-669-3900
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`Defendant No. 2
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`Name
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`Job or Title (if known)
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`Street Address
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`GTS SECURITIES LLC
`GLOBAL TRADING SYSTEMS, GTS SECURITIES
`LLC, GTS MISCHLER
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`15" Floor
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`545 MADISON AVENUE
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`City and County
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`New York
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`State and Zip Code
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`New York, 10022
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`Telephone Number
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`(212) 715-2830
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`COMPLAINTFORA CIVIL CASE- 2
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 3 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 3 of 59
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`Pro Se 1 2022
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`Defendant No. 3
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`Name
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`SCHWAB HOLDINGS, INC.
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`CHARLES SCHWAB & CO., INC.,
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`Job or Title (if known)
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`Street Address
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`211 MAIN STREET
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`City and County
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`SAN FRANCISCO
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`State and Zip Code
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`CA 94105
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`Telephone Number
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`(415)-636-7000
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`Defendant No.4
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`Name
`Job or Title (ifknown)
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`Street Address
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`City and County
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`State and Zip Code
`Telephone Number
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`FINANICAL INDUSTRY REGULATORY
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`AUTHORITY “FINRA”
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`
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`1735 K Street, NW
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`Washington, DC 20006
`(202) 728-8000
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`Theplaintiff Alain Hensley is a citizen of the county of Pierce within the State of
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`Washington.
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`The Defendant(s) TD AMERITRADE, INC. TD AMERITRADE,INC.,
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`WATERHOUSESECURITIES, INC., TD WATERHOUSE INVESTOR SERVICES, INC., TD
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`WATERHOUSEINVESTOR SERVICES,INC.is incorporated under the lawsofthe State of
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`Delaware andhasits principal place of business in the State of Nebraska.
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`GTS EQUITY PARTNERS LLC GTS EXECUTION SERVICES LLC GTS
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`SECURITIES LLC, GLOBAL TRADING SYSTEMS, GTS SECURITIES LLC, GTS
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`COMPLAINT FORA CIVIL CASE-3
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 4 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 4 of 59
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`Pro Se I 2022
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`MISCHLERis incorporated underthe laws ofthe State of Delaware, and hasits principal place
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`of business in the State of New York
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`CHARLES SCHWAB & CO., INC. SCHWAB HOLDINGS,INC.is incorporated under
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`the laws of the State of Delaware and hasits principal place of business in the State of
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`California.
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`FINRA
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`AND DOSE 1-200, INCLUSIVE
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`Statement of Claim
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`1. Plaintiff is a owner of Meta Materials shares ("MMAT")as well as the class A
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`preferred shares ("MMTLP"). The MMTLPshares wereoffered by TD Ameritrade Holding
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`Corporation, TD Ameritrade, Inc., TD Ameritrade Clearing, Inc., TD Ameritrade Investment
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`Management, LLC, or any corporate parent, corporate subsidiary, or employee of the same and
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`The Charles Schwab Corporation or any corporate parent, corporate subsidiary, or employee of
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`the same in 2022 andprior.
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`2. Plaintiff is informed, believes, and thereon alleges that Defendants were negligent and
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`failed in their fiduciary duty to Plaintiff by failing to ensure that Defendant’s securities were
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`genuine registered certificates. Plaintiff also alleges, along with other parties in the Financial
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`Industry, including on information and belief GTS and Market Makers whoillegally created,
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`shorted, traded, synthetic, counterfeit, unregistered, and unauthorized share certificates as well as
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`fraudulently concealing the fact that they did not have the authentic, registered share certificates
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`in their possession, MetaMeterials, Inc. had been subjected to a corporate hijacking by fraudsters
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`with the assistance of The Defendants, and that Defendants knew that the fraud had
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`compromised the DTCC depository.
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`COMPLAINTFORA CIVIL CASE- 4
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 5 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 5 of 59
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`Pro Se 1 2022
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`They are choosing to misrepresentit and cover this up, thereby intentionally harming the
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`interests of retail investors. Plaintiff asserts a variety of federal andstate, civil, and criminal
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`claims and seeks prohibitive injunctive relief, monetary settlement, and punitive damages.
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`Plaintiff requests that the Court enjoin such unethical andillegal conduct.
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`3. On about June 28, 2021, Torchlight Energy Resources merged with and
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`became MetaMaterials ("MMAT"). MMATis the maker of nanocomposite materials.
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`Subsequently, additional shares were issued as preferred MMTLPshares which eventually
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`brought us to Next Bridge Hydrocarbons ("NBH"). Without the entity's consent, Market Makers
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`traded MMTLPandflooded the marketplace with unlawful securities. Although the
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`Approximate sum of 165,000,000 shares were to be issued in MMTLPto go into NBH,in order
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`to maximize their profits, and with the assistance and consent of Defendants knowingly, with full
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`knowledge and contrary to the law, allowed Market Makersto sell and market false, nonexistent
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`and illegal shares to the public including Plaintiff herein. The illegal shares were utilized to
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`reduce the stock price of MMTLPOn,to harm theinterests of retail investors and Plaintiff, and
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`to create an environment wherethe stock market was not operating per law orfairly.
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`4. On information and belief, Defendants and market makers, always relevant herein,
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`acted with the intention to harm retail investors. Defendant has been doing business within
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`Pierce County since the issuance of the shares and until today. Plaintiff does not know the true
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`names, capacities, or basis for liability of Defendants sued herein as Does 1-200, inclusive, as
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`each fictitiously named Defendants is in some mannerliable to Plaintiff. Plaintiff will amendthis
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`Complaint to allege their true names and capacities whenascertained. Plaintiff is informed and
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`believes, and thereon alleges, that at all relevant times mentioned in this Complaint, each of the
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`fictitiously named Defendants are responsible in some mannerfor the injuries and damagesto
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`COMPLAINTFORA CIVIL CASE- 5
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 6 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 6 of 59
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`Pro Se I 2022
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`Plaintiff so alleged and that such Defendants and each of them proximately caused such injuries
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`and damages.
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`5. Plaintiff is informed and believes, and thereon alleges, that always herein
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`mentioned, the Defendants was the agent, employee, servant, and joint venturer of, and in doing
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`the things alleged herein below, wasacting within the course and scope of such agency,
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`employment, and joint venture. These processes required multiple parties to complete the
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`transaction since the Defendants were aware ofand participated in each, directly or indirectly. At
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`all times relevant hereto, Defendant Had a fiduciary Responsibility and owed a duty of care and
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`good faith and fair dealing concerning any transaction entered into by the parties and
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`concerningall of the dealings between Plaintiff and Defendantsas alleged herein into by the
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`parties and concerningall of the dealings between Plaintiff and Defendantsas alleged herein.
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`Plaintiff is informed and believes, and thereon alleges, that Defendant herein is namedin their
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`respective purported or putative capacities, based on Plaintiff's claimsor assertions only, and are
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`not to be taken as judicial admissions by Plaintiff any fact or facts in disputein this action.
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`6. In 2022, Plaintiff purchased shares of MMTLPoffered through Defendants. Plaintiff
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`purchased the shares with the understanding provided by Defendantsthat Plaintiff could trade
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`the stock up until and thru December 12, 2022, or wait until MMTLP wentprivate on or about
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`December 14, 2022, and receive Next Bridge Hydrocarbons (‘NBH") shares. NBHisa private
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`company in the oil and gas business which, in essence, was a dividend received related to TRCH,
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`MMAT,andhassubstantial oil and gas assets of value. With regulators' consent, Defendants
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`represented, marketed, and expressly and implicitly stood behind the legitimacy of the MMTLP
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`shares they sold to Plaintiff (and Washington and Nationalresidents in total). Defendants, with
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`regulatory confirmation, accepted and acknowledged that MMTLPwasto be traded through 12-
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`8-2022 with a commensurateright to obtain the right to either sell the MMTLPshares (by the
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`COMPLAINTFOR A CIVIL CASE- 6
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 7 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 7 of 59
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`Pro Se I 2022
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`end of business 12-12-2022) or move those MMTLPshares following their cancellation into the
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`private oil and gas entity- NBH. If purchases of MMTLPoccurred after 12-9-2022, It was
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`understood and represented that those shares would not be entitled to the NBH option but could
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`trade those shares up until the end of 12-13-2022.
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`7. On or about 11/08/2022, Plaintiff requested a Transfer of 74 shares of MMTLPto the
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`transfer agent. American Stock Transfer & Trust Company, LLC (AST), Defendant transferred
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`these shares after an exhausting process of multiple phone calls where Defendant repeatedly
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`provided incorrect and misleading information. Defendant misrepresented this process and
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`omitted factual information. Plaintiff finally concluded that Defendant wasnot going to provide
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`accurate information or assist in transferring the shares. Plaintiff resorted to calling AST and
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`then Calling Defendant. While Plaintiff placed AST on hold, Plaintiff merged thecalls; at that
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`time, the agent from AST,a supervisor that has been employed with AST for 25 years, Listened
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`to the incorrect information being provided by Defendant. Atthis time, the AST agent advised
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`the Defendant on the correct and factual information. Defendant attempted to mislead Plaintiff
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`again; the Agent from AST informedPlaintiff to Repeat after me and then instructed him to
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`make an Automated Customer Account Transfer Service (ACATS) request and to have this
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`entered Manually. Defendant advised that it was being processed. The Plaintiff received an email
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`on 11/09/2022. On or about 11/14/2022, Plaintiff received a letter from AST confirming the
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`transfer had been Completed.
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`8. On or about 12/05/2022, Plaintiff contacted the Defendant to process another
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`transaction of MMTLPagainto be transferred to AST. Defendant again offered a
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`misrepresentation of the process after Plaintiff explained the previoustransfer process had gone
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`through andthat the previously transferred shares were in his AST account. Defendant advised
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`that the last transfer had failed and was,in fact, a DRS transfer (direct Registration Service
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`COMPLAINTFOR A CIVIL CASE - 7
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 8 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 8 of 59
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`Pro Se 1 2022
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`transfer). The Plaintiff reported this was incorrect and stated that, in particular, the shares were
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`transferred to AST and that the Defendants emailed the Plaintiff a receipt of the transaction. The
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`Plaintiff Read the email Verbatim to the Defendants; the Defendants advised that the Automated
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`Customer Account Transfer Service (ACATS) request wasbeinginitiated and processed. On or
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`About 12/9/2022, Plaintiff Called Defendantinquiring about the transfer progress, and
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`Defendantadvised it had failed, and there would be a 2-4 week processing time. The Plaintiff
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`reported this was unacceptable and wanted to know what type of transfer was attempted. He also
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`advised that the call was being recorded for future legal action. Defendant consented to being
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`recorded. Plaintiff asked whythe incorrect transfer type was initiated? Defendant advised it was
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`not the wrongtype. After a few minutes of conversation about how the processes work, he
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`finally reported that the reason for the improper transfer type was to buy time for the Defendant
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`to assess their needs and concernswith this security as they had understood that FINRA actions
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`were mostcertainly coming soonin the next few days from whenthetransfer wasinitiated. The
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`Defendantstated they needed to protect themselves and be able to know how to move forward.
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`This, by definition, is Fraud. Plaintiff alleges on information and credence, and on that basis
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`alleges, that Defendants knowingly assisted Market Makers who appeared to have shorted
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`synthetic nonexistent shares of MMTLPstock and sold those nonexistent shares to Plaintiff and
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`other Washingtonresidents, in violation of SEC REG SHOanda multitudinous of other laws
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`and statutes.
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`Seeing Defendants marketing andselling fictitious shares of MMTLPtoPlaintiff while
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`maintaining that the Shares werelegitimate long before December 12, 2022, Defendants knew
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`this was a problem. Upon information and credence, Plaintiff alleges that as Defendants knew
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`upwardsof 300,000,000illegal nonexistent shares were outstanding as to MMTLPas of about
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`COMPLAINT FOR A CIVIL CASE - 8
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 9 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 9 of 59
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`Pro Se 1 2022
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`12-3-2022 because MMTLPwasgoingto be canceled and movedinto a private corporation
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`(NBH), Defendants knew:
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`A. That the Market Makers who hadillegally shorted MMTLPwith the assistance of and
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`facilitated by Defendants had to cover an enormous numberofshares by a specific date (12-12-
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`2022)
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`B. That the shares they needed to covertheir illegally created short positions that did not
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`exist required cover, and this would prove to be impossible.
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`11. Plaintiff alleges, on information and credence, that Defendants, who Today provides
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`investing and trading services for 11 million client accounts that total more than $1 trillion in
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`assets and custodial services for more than 6,000 independent registered investment advisors.
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`With clients placing, on average, approximately 500,000 trades each day, engages in the illegal
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`practices referenced above with Market Makers,facilitating the creation of Synthetic illicit
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`shares because those Market Makers supply Defendants with significant income and revenue and
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`"regulatory protection."
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`12. Plaintiff alleges, on info and belief, that seeing the incestuousrelationship of Finance
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`to the regulatory bodies,that at best, the regulators have been knowingly ineptin protecting the
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`rights of investors. Considering the Defendant's knowledge of the situation, and the pending
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`trading termination date (12-12-2022), starting 12-5-2022, at the latest, Defendants realized that
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`it would further exacerbate therisk to the entire financial system if they continued to help
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`facilitate the continued shorting of MMTLPstock (as there were significantly fewer shares
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`duty owed by Defendants to its clients, including those in Washington State and the united states
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`who wereshareholders of MMTLP,like Plaintiff.
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`COMPLAINTFOR A CIVIL CASE - 9
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`existing then were needed). Moreover, continuing this improperpractice breachedafiduciary
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 10 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 10 of 59
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`Pro Se 1 2022
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`13. Despite that, Defendants, who were already aware of the improper shorting tactics,
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`even during the week of 12-5-2022, continued to help facilitate the shorting of MMTLPshares,
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`seemingly after a U3 halt. Per the time frames,it was understood and logical that seeing the vast
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`amount ofsynthetic illegal short shares and the need to cover with a fast-approaching date.
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`Those short sellers, with Defendants’ assistance, would need to immediately buy to cover (not
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`short) hundreds of millions of shares of a stock that only had around 165,000,000 shares.
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`Plaintiff is informed andbelieves, and alleges that seeing Defendant's involvementin this
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`criminalenterprise with Market Makers,illegally marketing shares that did not exist, to Plaintiff
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`and other Washingtonresidents, that on or about 12-5-2022, and prior, Defendants knew that
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`contrary to law, for somereason, that the short Market Makers would not have to covertheir
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`short positions legitimately. Despite the fact it breached a fiduciary duty to Plaintiff, Defendants
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`helped facilitate the shorting of the MMTLPsharesupthroughatleast 12-8-2022. Because
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`Defendants marketed and sold MMTLPsharesand because ofthe nature of the transaction and
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`dividendofthe preferred stock (MMTLP), not only did Defendants have a duty to be aware of
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`the details of the MMTLPtransaction. In no wayis it reasonable to believe that Defendants were
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`unaware ofall the essential facts related to the sequence of events. Hours after the Market
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`Makers,facilitated by the Defendants, shorted the nonexistent MMTLP shares from $ 10 plus
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`dollars to under $ 3 on 12-8-2022, FINRA placed an extremely rare U3 halt on trading (After.
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`not during trading).
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`14. Plaintiff is informed and believes, and alleges, that before 12-8-2022, the Defendants
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`were aware that a trading halt would be put in place on 12-8-2022 At the close of business. The
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`Defendants terminated Plaintiff's rights even to decide if he wanted to go into NB. Thereis a
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`dispute requiring an immediate determination for Plaintiff. Plaintiff contends that the Defendants
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`have facilitated the unlawful shorting of nonexistent shares of MMTLP(andothersecurities) to
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`COMPLAINTFORA CIVIL CASE - 10
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 11 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 11 of 59
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`Pro Se 1 2022
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`the detrimentof Plaintiff and the citizens of Washington and the United States. Moreover, and
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`contrary to the fiduciary duty owedto Plaintiff, the Defendants helped facilitate circumstances
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`where the Market Making Short Sellers did not have to close and coverthe positions (potentially
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`saving them Billions and putting substantial sumsin the pockets of the Defendants and directly
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`harming Plaintiff and the residents of Washington.
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`15. Plaintiff re-alleges and incorporates byreferenceall preceding paragraphs as though
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`fully set forth herein. On andafter September 2022, Defendant Defendants sold and marketed
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`MMTLPsharesto Plaintiff on multiple occasions. Defendant represented that it wasselling
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`legitimate and actual shares of MMTLPthat could be freely traded and, on a specific date, either
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`sold or converted to NBH shares. Basedon the false representations offered by and on behalfof
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`Defendants from October — December 2022 prior and after, in November 20222, and up through
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`early December 2022, Plaintiff purchased the MMTLPshares.
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`16. Plaintiff had determined, on information and credence, that the MMTLPsharessold
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`by Defendants to Plaintiffwere nonexistent, fake, and illegal synthetic MMTLP shares, which
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`Defendants knew wereillegitimate when they sold them to Plaintiff. Defendant marketed them
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`with the specific intent to deceive investors like Plaintiff. Moreover, despite demand, Defendant
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`has deniedPlaintiff the ability to sell the MMTLPsharesfor a profit and decide whether he
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`wanted to proceedinto the private NBH. Moreover, at the same time, Defendant has engagedin
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`conductwith Plaintiff to reduce the value of Plaintiff shares to his damages according to law.In
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`reliance on the Defendants’ continuingfalse representations and promises, Plaintiff purchased the
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`subject MMTLPshares through Defendants on multiple occasions in 2022.
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`17. Plaintiff reasonably relied on the numerous misrepresentations of Defendants to buy
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`those shares. Contrary to what Defendants represented, the MMTLPshares werenotlegitimate,
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`COMPLAINTFOR A CIVIL CASE - 11
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 12 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 12 of 59
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`Pro Se 1 2022
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`Plaintiff could not dispose of the shares the way it was promised, andto add insultto Injury, at
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`the same time, and contrary to Defendantsfiduciary duty owedto Plaintiff, Plaintiff is informed
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`and believes and thereon alleges, that they engaged in criminal misconduct enabling and
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`facilitating illegal short selling that reduced the valueof Plaintiff holdings. But forall the false
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`promises, Plaintiff would never have engagedin this transaction through Defendantorat all. As
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`a proximate result of the harm caused by the intentional misconduct of Defendant, and each of
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`them, Plaintiff has been harmed in a sum accordingto proof. The representations offered by
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`Defendant were knowingly false and designed and intended to get Plaintiff to rely on same to
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`induce Plaintiff to give Defendants money to be used by Defendants against the interests of
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`Plaintiff. Contrary to their promises, Defendants intentionally and with malice lied about the
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`transactions of MMTLPintentionally to harm Plaintiff.
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`18. The conduct undertaken by Defendants, by and through their agents, was known and
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`authorized by Defendants' management and was undertaken with ill will, evil intent, and the
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`specific desire to misappropriate Plaintiff's monies. As such, and seeing the maliciousacts of
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`Defendants, and each of them,Plaintiff is entitled to an award of punitive damages according to
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`proof. Plaintiff re-alleges and incorporates by reference all preceding paragraphsas thoughfully
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`set forth herein. Accordingto Plaintiff's brokerage account agreement with Defendants, and
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`pursuantto the fiduciary relationship Defendants held as to Plaintiff, Defendants owed a duty of
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`care to Plaintiff regarding holding, using, and accounting for the monies Plaintiff provided to
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`Defendants and the securities that are legitimately held.
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`19, Plaintiff has no idea about the legitimacy of what is in his accountor the calculations
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`of the same andthetrail. In essence, Defendants are refusing to account. As a proximate failure
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`of Defendants to provide an accounting, Plaintiff has been harmed andis entitled to a complete
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`accounting. Plaintiff alleges the Defendants disseminated misleading statements to the investing
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`COMPLAINTFOR A CIVIL CASE- 12
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 13 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 13 of 59
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`Pro Se 1 2022
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`public by stating the Defendants would provide the best execution for trade orders placed by
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`them forclients. The Plaintiff further alleges the orders subject to this practice lost value in the
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`form of economic loss dueto (the client's) securities not being transferred to the Transfer agent
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`of record American Stock Transfer & Trust Company, LLC (AST). Thisis the only way the
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`security was to be transferred to be eligible for the assets of any future oil, gas sales, and or the
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`companysale.
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`20. This adversely affects the Security. This, in effect, makes the security worthless asit
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`is not eligible for asset distribution unless held in the client's nameat the transfer agent.
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`21. The following is from MetaMeterials press release: It is not eligible for electronic
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`transfer after the settlement date. "Street name" or beneficial stockholders. Most META
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`stockholders own their shares of Series A Preferred Stock beneficially through a bank, broker or
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`other nominee.In these cases, the bank, broker or other nominee holds the shares in "street
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`name" and records such ownership onits books. If a holder owns shares of the Series A
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`Preferred Stock through a bank, broker or other nominee, the bank, broker or other nominee will
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`credit the holder's account with the whole shares of Next Bridge commonStock received in the
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`distribution on or shortly after the distribution date; however, shares of Next Bridge common
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`stock will not be eligible for electronic trading through DTC oranyother established clearing
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`corporation. Therefore, META encourages these holders to contact their bank, broker or other
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`nomineeto instruct such bank, broker or other nomineeto transfer the shares of Series A
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`Preferred Stock to META'stransfer agent on orpriorto the record date such that each such
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`holder of Series A Preferred Stock is then the registered holder of the distributed shares ofNext
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`Bridge commonstock in book-entry form in a new account with META's transfer agent.
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`Holders of Series A Preferred Stock who sell their shares on or before the record
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`date will not be entitled to receive the shares of Next Bridge commonstock in the
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`COMPLAINT FOR A CIVIL CASE- 13
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 14 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 14 of 59
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`Pro Se I 2022
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`distribution in respect of such shares of Series A Preferred Stock sold. Holders of Series A
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`Preferred Stock whosell their shares after the record date but before the distribution date will be
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`required to transfer the shares of Next Bridge commonstock received in the distribution to the
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`subsequent purchaser of Series A Preferred Stock. A registration statement on Form S-1 relating
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`to the shares subject to the distribution has been filed with the Securities and Exchange
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`Commission and becameeffective on November 18, 2022.
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`22. Plaintiff further requests that the Court order that the Defendants may not continue to
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`market, sell, or otherwise be involved in any respect in the unlawful shorting of stock. Plaintiff
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`also requests that a permanentinjunction be ordered to block suchillegal conduct perpetrated by
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`Defendants.
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`23. Plaintiff further demandsthat he receive full and fair compensation for their shares of
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`MMTLPand or NB.
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`24. Plaintiff asserts that Defendants is engaged in a criminal enterprise with Market
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`Makers, helping them undertake conduct contrary to the interests of Plaintiff also claimsit is
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`entitled to damages From The Defendants plus legal fees and costs and requests that the Court
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`order the same.Plaintiff believes that the Defendants will deny this. Due to the exigency, an
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`immediate determination is required.
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`25. Plaintiff requests that the Court find that the Defendants are involved in
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`Racketeering as defined in the Federal Rico statutes. Defendants have engaged in multiple
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`predicate acts in a criminal enterprise with Market Makers and others that has affected interstate
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`sale and marketing of nonexistent shares of securities across state lines affecting interstate
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`commerce. Moreover, the Defendants are a critical memberofthis criminal enterprise.
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`COMPLAINT FOR A CIVIL CASE - 14
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`commerce.It has involvedapattern of criminal activity including but not limited to the knowing
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`Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 15 of 59
`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 15 of 59
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`Pro Se 1 2022
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`Suitability
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`Broker-dealers have to fulfill what is called a "suitability obligation," loosely defined as
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`making recommendationsthatsuit their client's best interests. Some broker dealers feel this is
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`unfair as it may affect them their ability to sell investment vehicles that benefit their bottom line.
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`Still, all a suitability obligation meansis that the broker dealer needsto believe that their
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`decisions truly benefit their client. Suitability also includes making sure transaction costs are not
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`excessive—called "churning" an account or racking up unnecessary trading fees—andthat all
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`recommendations benefit the client.
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`The SEC considers broker-dealers’ financial intermediaries who help connect investors to
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`individual investments. They play a crucial role in enhancing marketliquidity and efficiency by
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`linking the capital with investment products that range from commonstocks, mutual funds, and
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`other more complex vehicles. Such as variable annuities, futures, and options. One activity a
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`dealer may carry outis selling a bond outoftheir firm's inventory of fixed-incomesecurities.
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`The primary incomefor a broker-dealer comes from commissions earned from making
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`transactions for the underlying customer. Investment advisers are boundto a fiduciary standard
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`that is regulated by the Securities and Exchange Commission (SEC) andstate securities
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`regulators hold advisers to a fiduciary standard that requires them to puttheirclient's interests
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`above their own. Theact is specific in defining what a fiduciary means, stipulating that advisers
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`mustplace their interests below that oftheir clients. It consists of a duty of loyalty and care.It
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`also means advisers must do their best to make sure investment advice is made using accurate
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`and complete information andthat the analysis is as thorough as possible. Avoiding a conflict of
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`interest is important whenacting as a fiduciary, which meansthat advisers must disclose any
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`potential conflicts. Additionally, advisers must place trades under a "best execution" standard,
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`COMPLAINT FOR A CIVIL CASE- 15
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`24 Case 3:23-cv-05159-DGE Document1 Filed 02/28/23 Page 16 of 59
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`Financial Industry Regulatory Authority (FINRA)uses market surveillance as part ofits
`mission to protect investors and promote marketintegrity. FINRA is a self-regulatory
`organization authorized by Congress to regulate the securities industry.
`To fulfill its role, FINRA uses various tools and techniquesto monitor the markets and
`detect any instancesofillegal or unethical behavior, including illegal naked short selling and
`selling of Counterfeit securities. Methods used by FINRA for market surveillance include:
`Real-time monitoring to monitor securities transactions and detect any suspicious or
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`to investigate and addressthe issue.
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`COMPLAINTFOR A CIVIL CASE- 16
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`Case 3:23-cv-05159-DGE Document 1 Filed 02/28/23 Page 16 of 59
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`Pro Se 1 2022
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`meaning they muststrive to trade securities with the best combination of low cost and efficient
`execution.Marchese v. Shearson Hayden Stone,Inc., 734 F.2d 414, 418 (9th Cir. 1984).
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`Such a fiduciary relationship is characterized as an affirmative duty to use the utmost
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`good faith. Id.This duty carries with it the obligation to disclose all material facts fully andfairly.
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`FINRA
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`unusual activity.
`Data analytics analyzes large amounts of trade data and detects any patterns Ortrends
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`that may indicate illegal or unethical behavior.
`Compliance systemsare in place to ensure that all securities transactions comply with
`applicable regulations and laws. FINRA also has teams of compliance professionals who
`regularly review and monitorthe markets for signs ofillegal or unethical behavior.
`FINRA's market surveillance efforts are designed to protect investors, promote market
`integrity, and help detect and prevent any instancesofillegal or unethical behavior.Ifthere is a
`case of fraud within FINRA,it should be taken very seriously, and prompt action should be taken
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`Pro Se 1 2