The Securities and Exchange Commission today charged Simon Piers Thurlow, Richard Oravec, Bryce Emory Boucher, attorney Roger Leon Fidler, and his son, Bradley Fidler, for fraud and illegally offering unregistered securities. The SEC also charged Joseph D. Jordan and his company, Western Bankers Capital Inc., with illegally offering unregistered securities.

According the SEC's complaint, in 2016, Roger Fidler, Thurlow, and Oravec engineered a reverse merger between Dolat Ventures, Inc. (DOLV) and a Chinese company that purportedly manufactured electric cars and batteries, and then undertook a fraudulent scheme to create false and backdated documents to make it appear that shares could be immediately sold to the investing public without filing the required registration statements with the SEC. Between March and December 2017, Thurlow's associates, Boucher and Jordan (through Western Bankers Capital), allegedly purchased tranches of the convertible debt, converted the debt to DOLV shares, and sold the shares to the public without filing the required registration statements. In addition, Thurlow and Fidler arranged for Fidler's son, Bradley, to purchase DOLV debt, convert the debt to shares, and sell them to investors without filing the required registration statements. The proceeds from the unregistered offerings was approximately $5.7 million.

The SEC further alleges that, in order to ensure that DOLV's transfer agent and the brokerage firm used by Boucher and Bradley Fidler would permit the transfer and sale of the shares, the defendants obtained opinion letters from attorneys that the conversions and sale of shares would not violate the law. Thurlow, the Fidlers, Oravec, and Boucher allegedly provided false and misleading information and documents to the attorneys in order to obtain the opinion letters.

The SEC's complaint, filed in federal district court in Manhattan, alleges that Thurlow, the Fidlers, Oravec, and Boucher violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and with aiding and abetting each other's violations. The complaint also charges all the defendants with violating the prohibitions of Sections 5(a) and (c) of the Securities Act against the offer and sale of unregistered securities. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains, civil monetary penalties, and a penny-stock bar against each defendant.

In a separate administrative cease-and-desist proceeding, the SEC also charged attorney Charles Parkinson Lloyd with violating the securities registration provisions of Sections 5(a) and (c) of the Securities Act for issuing opinion letters despite several red flags in the transaction documents that signaled an illegal offering-including indicia that the documents were forged or not accurately dated and that the accompanying representations by the sellers were false. Without admitting or denying the SEC's findings, Lloyd agreed to a cease-and-desist order, disgorgement of $3,150 and prejudgment interest of $501, and a civil monetary penalty of $40,000.

The SEC's investigation was conducted by Victor Suthammanont, Ladan F. Stewart, and Sheldon L. Pollock of the SEC's New York Regional Office. The SEC's litigation will be conducted by Mr. Suthammanont, Ms. Stewart, and Mary Kay Dunning. The case is being supervised by Lara S. Mehraban. The SEC's examination that led to the investigation was conducted by Steven Vitulano, Hermann Vargas, and Michael Fioribello with assistance from Ilan Felix of the New York Regional Office and Stephen Bilezikjian and Christopher Wacker of the Chicago Regional Office.