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Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 1 of 19 PageID 1 UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA CASE NO.

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Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 1 of 19 PageID 1 UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA CASE NO.: SECURITIES AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) v. )
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Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 1 of 19 PageID 1 UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA CASE NO.: SECURITIES AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) v. ) ) GLENN HOPPES, ) UNITED STATES ENERGY CORP., ) TN-KY DEVELOPMENT FUND LP, ) TN-KY DEVELOPMENT FUND II LP, AND ) TN-KY DEVELOPMENT FUND III LP ) ) Defendants. ) ) COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF Plaintiff Securities and Exchange Commission alleges: I. INTRODUCTION 1. The Commission brings this action to enjoin Glenn Hoppes and four companies he controls, United States Energy Corporation ( US Energy ), TN-KY Development Fund LP ( TN-KY I ), TN-KY Development Fund II LP ( TN-KY II ) and TN-KY Development Fund III LP ( TN-KY III ), from further violations of the anti-fraud and registration provisions of the federal securities laws. 2. From no later than April 2011 until at least January 2012, Hoppes and US Energy employed unregistered brokers, including a recidivist securities law violator, to sell securities in the form of limited partnership units in at least three oil drilling projects in Tennessee, TN-KY I, TN-KY II and TN-KY III (collectively TN-KY I-III ). 3. To lure investors, Hoppes misrepresented information about US Energy s oil wells and failed to disclose his 2006 bankruptcy. Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 2 of 19 PageID 2 4. Hoppes also failed to disclose that US Energy s vice president of sales was a recidivist securities law violator. Hoppes hired Joseph Hilton to solicit investors in the TN-KY I-III offerings despite knowing Hilton was the subject of two prior Commission enforcement actions which resulted in the United States District Court for the Southern District of Florida enjoining Hilton from violating the anti-fraud and registration provisions of the federal securities laws and the Commission barring Hilton from acting as a broker. 5. Hoppes hired Hilton despite knowing Hilton used an alias to conceal his true identity as a recidivist securities law violator. 6. Despite knowing Hilton s true identity as a recidivist securities law violator, Hoppes employed Hilton in a sales capacity and financially supported Hilton s boiler room where Hilton managed a team of unregistered broker-dealers to solicit investors in the TN-KY I- III offerings. 7. The US Energy offerings raised approximately $2.5 million from approximately 100 investors nationwide. 8. Through their conduct, Hoppes, US Energy, and TN-KY I-III each have violated the anti-fraud and registration provisions of the federal securities laws. Based on the scienter the Defendants have demonstrated through their willful and wanton disregard for the federal securities laws, the Defendants have shown they are reasonably likely to continue to violate the law unless the Court grants the injunctive and other relief the Commission seeks. II. DEFENDANTS AND RELATED ENTITIES A. Defendants 9. Hoppes, 72, is the president of U.S. Energy. His last known permanent address is in Clearwater, Florida. The state of Colorado entered a cease-and-desist order against Hoppes to prevent him from offering securities. In the Matter of United States Energy Corp, et. al, Case 2 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 3 of 19 PageID 3 No. XY 12-CD-07 (Colo., Feb. 2, 2012). Hoppes filed for personal bankruptcy in May 2006 and received a discharge in September 19, Hoppes has never been registered with the Commission in any capacity. 10. US Energy is a Florida corporation with its principal place of business in Clearwater, Florida. It is engaged in the business of U.S. oil exploration and investment and served as the general partner for at least three offerings of participation or limited partnership units, including TN-KY I-III. US Energy commenced the TN-KY I offering in approximately May 2011, the TN-KY II offering in approximately September 2011, and the TN-KY III offering in approximately November In January 2012, the state of Pennsylvania issued a ceaseand-desist order against US Energy preventing it from offering securities. In the Matter of TN- KY Development Fund III, L.P., et. al, Admin. Proc. Docket No (Jan. 25, 2012). In February 2012, the state of Colorado issued a cease-and-desist order preventing US Energy from offering securities. In the Matter of United States Energy Corp, et. al, Case No. XY 12-CD-07 (February 2, 2012). US Energy has never been registered with the Commission in any capacity. 11. TN-KY I-III are Florida limited partnerships started in June 2011, September 2011 and November 2011, respectively, and are located in Clearwater, Florida. They are purportedly in the business of acquiring oil drilling leases and drilling for oil. US Energy is the general partner for all the partnerships. None of the partnerships has registered any offering of securities under the Securities Act of 1933 ( Securities Act ) or a class of securities under the Securities Exchange Act of 1934 ( Exchange Act ). In January 2012, the state of Pennsylvania issued a cease-and-desist order against TN-KY III to prevent it from offering securities. In the Matter of TN-KY Development Fund III, L.P., et. al, Admin. Proc. Docket No (Jan. 25, 2012). 3 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 4 of 19 PageID 4 A. Related Entities and Individuals 12. Hilton, 51, resides in Boca Raton, Florida. From March 2011 until January 2012, Hilton was Vice President of US Energy. He was known by his given name, Joseph Yurkin, until November 2011, when he changed his name to Joseph Hilton. On September 24, 2012, the Commission filed an emergency civil action against Hilton and related entities. SEC v. Joseph Hilton, f/k/a Joseph Yurkin, et. al, Civil Action No. 12-CV (S.D. Fla. September 24, 2012). Thereafter, Hilton consented to preliminary and permanent injunctions. The Commission also previously filed an enforcement action against Hilton for violations of the federal securities laws. SEC v. Homeland Communications Corp., et al., Case No (S.D. Fla. Nov. 16, 2007), in which Hilton consented to a Final Judgment enjoining him from future violations of the anti-fraud and registration provisions of the federal securities laws, imposing a penny stock bar, and ordering him to pay $915,704 in disgorgement, prejudgment interest and civil penalties. Hilton has not satisfied the Final Judgment. In 2008, the Commission entered an order barring Hilton from associating with a broker-dealer. In the Matter of Joseph Yurkin, Exchange Act Release No (Oct. 10, 2008). In addition, Texas and Colorado have entered cease-anddesist orders against Hilton to prevent him from offering securities. In the Matter of Homeland Communications Corp., et al., Case No. Enf-06-CDO-1621 (Tex. Oct. 12, 2006); In the Matter of United States Energy Corp, et. al, Case No. XY 12-CD-07 (Colo., Feb. 2, 2012). Hilton has never been registered with the Commission in any capacity. 13. New Horizon Publishing Inc. is a Florida corporation Hilton incorporated in March 2009 that purports to be in the business of selling sales leads. Hilton is the sole officer and director of New Horizon. The Commission s recent emergency civil enforcement action against Hilton is also against New Horizon, and the Company has consented to a permanent injunction, disgorgement, prejudgment interest, and a penalty. SEC v. Joseph Hilton, f/k/a 4 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 5 of 19 PageID 5 Joseph Yurkin, et. al, Civil Action No. 12-CV (S.D. Fla. September 24, 2012). The Company has never been registered with the Commission in any capacity. 14. Pacific Northwestern Energy LLC is a Wyoming corporation incorporated in November 2011 with its principal place of business in Cheyenne, Wyoming. Pacific purports to be in the business of oil development and investment with drilling locations in the Kentucky region known as the The Knox Formation. The Commission s recent emergency civil enforcement action against Hilton and New Horizon also names Pacific as a defendant. The Court granted the Commission s motion to appoint a receiver over Pacific, and the Company remains in a receivership. SEC v. Joseph Hilton, f/k/a Joseph Yurkin, et. al, Civil Action No. 12- CV (S.D. Fla. September 24, 2012). Pacific has never registered any offering of securities or a class of securities with the Commission. III. JURISDICTION AND VENUE 15. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act, 15 U.S.C. 77t(b), 77t(d), and 77v(a); and Sections 21(d), 21(e), and Section 27 of the Exchange Act, 15 U.S.C. 78u(d), 78u(e), and 78aa. 16. This Court has personal jurisdiction over the Defendants, and venue is proper in the Middle District of Florida, because many of the Defendants acts and transactions constituting violations of the Securities Act and the Exchange Act occurred in the Middle District of Florida. In addition, U.S. Energy s and TN-KY I-III s principal places of business are in the Middle District of Florida, Hoppes resided in the Middle District of Florida during all times relevant to the conduct alleged herein, Hoppes managed U.S. Energy s operations from the Middle District of Florida, and U.S. Energy received investor contributions at its address in Clearwater, Florida. 5 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 6 of 19 PageID In connection with the conduct alleged in this Complaint, the Defendants, directly and indirectly, singly or in concert with others, have made use of the means or instrumentalities of interstate commerce, the means or instruments of transportation and communication in interstate commerce, and the mails. IV. THE US ENERGY FRAUD A. The US Energy Sponsored TN-KY I-III Offerings 18. In approximately May 2011, US Energy began offering limited partnership interests in TN-KY I. The terms of the offering were memorialized in a private placement memorandum ( PPM ) Hoppes drafted, pursuant to which each partnership unit consisted of a.5 percent working interest and.3 percent net revenue interest in TN-KY I s drilling leases, priced at $5,000 each. The PPM was dated May 6, 2011 and stated US Energy sought to raise $1 million for this offering. 19. According to the PPM, TN-KY I would acquire a 100 percent working interest and a 60 percent net revenue interest in drill site locations in Overton County, Tennessee and Christian County, Kentucky, and would generate profits by drilling eight wells there. According to the PPM, a working interest is defined as an interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage. 20. In approximately September 2011, US Energy began offering limited partnership interests in TN-KY II. The terms of the offering were memorialized in a PPM Hoppes drafted, pursuant to which each partnership unit consisted of a.5 percent working interest and.3 percent net revenue interest in TN-KY II s drilling leases, priced at $5,000 each. The PPM was dated September 15, 2011 and stated US Energy sought to raise $875,000 for this offering. 6 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 7 of 19 PageID According to the PPM for the TN-KY II offering, TN-KY II would acquire a 100 percent working interest and a 60 percent net revenue interest in drill site locations in Overton County, Tennessee and Monroe County, Kentucky, and would generate profits by drilling five wells there. 22. In approximately November 2011, US Energy began offering limited partnership interests in TN-KY III. The terms of the offering were memorialized in a PPM Hoppes drafted, pursuant to which each partnership unit consisted of a 2 percent working interest and 1.2 percent net revenue interest in TN-KY III s drilling leases, priced at $17,500 each. The PPM was dated November 15, 2011 and stated US Energy sought to raise $875,000 for this offering. 23. According to the PPM for the TN-KY III offering, TN-KY III would acquire a 100 percent working interest and a 60 percent net revenue interest in drill site locations in Overton County, Tennessee and Monroe or Cumberland County, Kentucky, and would generate profits by drilling five wells there. 24. No registration statement has been filed or was in effect with the Commission in connection with the securities US Energy offered in TN-KY I, TN-KY II, or TN-KY III, nor is US Energy entitled to any registration exemption. B. Hoppes Employed Hilton To Manage The Solicitation Of Investors 25. Hoppes managed all day-to-day business operations for US Energy and had ultimate authority for making all management, employee hiring, marketing, and business decisions on behalf of US Energy. 26. In March 2011, Hoppes hired Hilton to solicit investors for the TN-KY I-III offerings, both directly and by managing a small boiler room in Boca Raton where Hilton and at least two other individuals placed cold calls to potential investors nationwide. US Energy paid Hilton s companies, New Horizon and Pacific, for raising investor funds. 7 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 8 of 19 PageID After contacting potential investors by telephone, Hilton sent them marketing materials that included, among other things, a TN-KY I-III PPM Hoppes drafted and letters Hoppes wrote containing updates on the oil drilling projects. Hilton then placed follow-up telephone calls to potential investors to close the sales. 28. Hilton also sent frequent s to potential and existing investors updating them on the status of US Energy s oil drilling efforts and encouraging them to make initial or additional investments. 29. By March 2012, US Energy had raised more than $2.5 million from approximately 100 investors. 30. As a result of his promotional efforts, US Energy paid Hilton, directly and through New Horizon and Pacific, nearly $400,000. US Energy also paid Hilton for the promotional efforts of his agents. To conceal the true nature of his work, Hilton required US Energy to characterize its payments to him as a salary rather than traditional broker-dealer commissions. 31. Hilton also entered into separate agreements with the sales agents who worked in his boiler room. Hilton paid these agents commissions equal to six percent of the investor contributions they solicited. C. Misrepresentations and Omissions in the US Energy Offerings 32. In connection with US Energy s TN-KY I-III offerings, Hoppes, U.S. Energy, and TN-KY I-III made material misrepresentations and omissions about: (a) Hoppes 2006 bankruptcy; (2) the prior Commission enforcement actions against Hilton; and (3) US Energy s oil well assets. 8 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 9 of 19 PageID 9 1. Omissions About Hoppes Bankruptcy 33. The PPMs Hoppes drafted for TN-KY I and II each stated US Energy s principals had not been subject to a petition under the Bankruptcy Act or any state insolvency law in the last five years. This statement was false. Hoppes filed for personal bankruptcy in May 2006 and the Court did not discharge the petition until September 19, Omissions About Hilton s Regulatory History 34. In no later than March 2011, Hoppes learned about Hilton s regulatory history, which included: (1) an emergency civil enforcement action the Commission filed against Hilton in a federal district court in 2007, which resulted in, among other things, a permanent injunction against violations of the anti-fraud and registration provisions of the federal securities laws; and (2) a public administrative proceeding the Commission instituted against Hilton in 2008, which resulted in an order barring Hilton from associating with a broker-dealer. 35. In late March 2011, Hoppes, on behalf of US Energy, entered into an employment agreement with Joseph Hilton. Pursuant to that agreement, Hoppes hired Hilton as senior vice president and director of US Energy. 36. From no later than May 2011 until at least January 2012, Hoppes, directly and through US Energy, distributed TN-KY I-III PPMs Hoppes drafted that stated: during the past five years, none of the principals of [US Energy] have been convicted in a criminal proceeding nor has any formal complaint been filed with the Securities and Exchange Commission 37. At no time did Hoppes or US Energy disclose to investors Hilton s regulatory history. 3. Misrepresentations About US Energy s Oil Well Assets 38. Hoppes authored at least one letter to investors designed to deceive them about US Energy s current and future drilling prospects. In a letter to TN-KY I investors dated July 5, 9 Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 10 of 19 PageID , Hoppes told investors that a picture of a well gushing a large quantity of oil attached to the letter was US Energy s Ruble well and was located in Overton County, Tennessee. This representation was false. The well pictured was not the Ruble well, a well in Overton County (the location of US Energy s other wells), or even a well in Tennessee. D. Hoppes Scheme To Conceal Hilton s Background 39. From no later than March 2011 until approximately January 2012, Hilton engaged in a fraudulent scheme to conceal from investors the Commission s prior civil enforcement action against him for defrauding investors and the Final Judgment against him in that case. 40. Hoppes participated in Hilton s scheme by hiring Hilton to sell securities despite knowing the Commission had barred Hilton from associating with broker-dealers and a federal district court had permanently enjoined Hilton from violating the federal securities laws. 41. Hilton disclosed his past regulatory troubles to Hoppes no later than March Hilton also provided Hoppes with an attorney opinion letter stating that Hilton would not violate his prior injunction and bar if he, among other things, did not have any direct contact with the general public to solicit sales, received the title and job duties of Vice President of Operations rather than sales and marketing, and received a salary rather than commissions. Nonetheless, Hoppes employed Hilton to solicit investors directly, operate a boiler room, and run the sales process with almost unfettered discretion. 42. Hoppes further participated in Hilton s scheme by permitting Hilton to use an alias in communications with potential investors to conceal Hilton s true identity as Joseph Yurkin, against whom the Commission obtained a temporary restraining order for defrauding investors in connection with a 2007 offering fraud. Hoppes was aware that Hilton s real name was Yurkin by no later than March Case 8:13-cv SDM-AEP Document 1 Filed 04/05/13 Page 11 of 19 PageID Hoppes also continued to employ Hilton to raise money for the US Energy offerings after learning from various investors and a sales agent that Hilton made misrepresentations to investors. For example, in November 2011, Hoppes learned from an investor that Hilton told potential investors US Energy owned natural gas wells. Hoppes knew US Energy did not own natural gas wells. That same month, another investor informed Hoppes of the oil production numbers and revenue projections Hilton had quoted him. Hoppes knew these numbers were substantially exaggerated. Nonetheless, Hoppes continued to pay Hilton to solicit investors. He did not correct Hilton s misrepresentations with all investors, tell Hilton to stop making these claims, or even monitor Hilton s communications with investors thereafter. COUNT I Sale of Unregistered Securities in Violation of Sections 5(a) and 5(c) of the Securities Act Against Hoppes, U.S. Energy, TN-KY I, TN-KY II, and TN-KY III 44. The Commission repeats and realleges paragraphs 2, 7, 9-14, and of this Complaint as if fully restated herein. 45. No registration statement was filed or in effect with the Commission pursuant to the Securities Act and no exemption from registration exists with respect to the securities and transactions described in this Complaint. 46. Hoppes and U.S. Energy, from no later than May 2011 through
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