FACTS
A. Defendants
8. Turbo Global Partners, Inc. is a Nevada corporation with its
principal place of business in Tampa, Florida. Neither TRBO nor its securities
are registered with the Commission, and its common shares are quoted under
the ticker “TRBO” on OTC Link (previously “Pink Sheets”) operated by OTC
Markets Group Inc. The Commission temporarily suspended trading in
TRBO’s securities from April 9, 2020 to April 23, 2020. TRBO purports to be
a digital marketing company that places digital displays inside any business or
location that attracts consumers, focused on pharmacies.
4
9. Robert W. Singerman, age 69, is the chief executive officer
and chairman of TRBO and resides in Tampa, Florida. Singerman is a
recidivist securities violator. The Commission previously charged Singerman
with fraud in 1999 based on his fraudulent sale of securities through a network
of boiler rooms, and a permanent injunction was entered against Singerman in
connection with that conduct.
B. Other Party
10. BeMotion, Inc. is a privately-held technology company that, prior
to March 2020, focused on digital marketing. The company has offices in
Toronto, Canada and Amman, Jordon. In March 2020, BeMotion began
pursuing the sale of thermal scanning devices.
C. The Fraudulent Scheme
11. Prior to March 2020, TRBO’s primary business purported to be
collecting advertising revenue from video monitors that it installed in
pharmacies throughout the United States.
12. In February 2020, TRBO issued two press releases announcing
that it had formed a “strategic alliance” with BeMotion. Under this alliance,
TRBO would purchase digital vending machines from BeMotion and install
them in pharmacies with which TRBO had a relationship.
5
13. TRBO and BeMotion executed a written agreement regarding the
vending machines in January 2020.
14. In March 2020, as the COVID-19 crisis escalated, BeMotion
signed a contract with a company in China that manufactured thermal scanning
equipment. The contract empowered BeMotion to sell the thermal scanning
equipment outside of China. The scanning equipment could be installed in
retail or other establishments to scan for persons with above normal body
temperatures. BeMotion then began looking for possible distributors to assist
with the sale of this product.
15. During March 2020, BeMotion shared a thermal scanning product
brochure with TRBO. Singerman expressed to BeMotion an interest in TRBO
becoming the exclusive distributor for the product. BeMotion’s CEO
responded that TRBO could not be an exclusive distributor and could only be a
distributor if it had customers willing to buy the product.
16. BeMotion and TRBO never reached agreement on the terms of any
distribution arrangement for the thermal scanning equipment.
17. During March 2020, Singerman asked the CEO of BeMotion
whether he knew of anyone who might be interested in investing in TRBO. The
CEO of BeMotion replied negatively.
6
18. On March 30, 2020, at around 3:30 p.m., TRBO issued a press
release (“the March 30 release”) drafted by Singerman, which contained a
number of materially false and misleading statements.
19. The March 30 release falsely stated that BeMotion “is [the] front
facing Partner in the multi-national public-private-partnership (PPP) for this
innovation which simply stated, is the only scanning technology on the planet
with non-contact intelligent human temperature screening and facial
recognition.” (Emphasis in original).
20. In fact, BeMotion was not engaged in any public-private
partnership or any partnership involving a governmental entity. Further, the
scanning equipment in question did not have facial recognition technology.
The technology only had face detection ability (i.e., it could distinguish a face
from a cup of coffee).
21. The March 30 release further falsely stated that TRBO is “the lead
intermediary” and “the U.S. Coordinating agent and Intermediary,” suggesting
that it was the authorized selling agent in the United States for this product.
22. In fact, prior to the release, BeMotion had advised TRBO that
TRBO would not be allowed to be the sole U.S. distributor and that it could
only distribute the equipment if TRBO had customers willing to buy it. Further,
7
no agreement relating to the scanning technology had been finalized between
BeMotion and TRBO.
23. The March 30 release quoted the CEO of BeMotion as stating:
“Our technology instantly RED FLAGS an elevated body temperature and is
99.99% accurate, and is the only system that includes both state-of-the-art
human body temperature scanning and facial recognition….”
24. In fact, the CEO of BeMotion did not make or authorize the
statement attributed to him, and as stated above, the technology did not have
facial recognition capability, but only face identification technology. Further,
the system is not the only system available with that ability.
25. The March 30 release further quoted the CEO of BeMotion as
stating that: “TURBO and BeMotion, through our PPP are ready to deploy and
help coordinate any expedited procurement process. After receipt of orders,
systems ship in 5-days thereafter. *** This technology is designed to be
deployed IMMEDIATELY in each State, with coordinated participation of
Local, County, State and Federal Agencies working together to break the chain
of virus transmission with early elevated fever detection.”
26. In fact, the CEO of BeMotion did not make or authorize the
above statement attributed to him. Moreover, BeMotion had advised TRBO,
8
through Singerman, that although BeMotion would be able to ship the systems
in five days once BeMotion had an inventory of the systems in Canada,
BeMotion could not presently ship the systems that quickly because it did not
have the systems in Canada.
27. The press release touted that thermal scanning equipment as “the
latest tool that can break the chain of virus transmission through early
identification of elevated fever, one of the key early signs of COVID-19.”
28. On April 3, 2020, TRBO issued another press release drafted by
Singeman, in which Singerman “confirmed” that the Governor’s offices for all
50 states and their Chiefs of Staff had been contacted regarding the availability
of BeMotion’s equipment, and that each office had been provided “the
Technical Documents for our technology.” Singerman also represented that he
had personally contacted the CEOs for various major retail companies, such as
Target, WalMart, and Costco, and “advised we are standing by to assist with
expedited procurement.”
29. In fact, TRBO did not have the technology it described as “our”
technology, because no agreement had been entered into regarding the
technology. Further, TRBO’s “contact” with Governors, their Chiefs of Staff
and major retailers consisted of unsolicited emails or faxes with false
9
information. For example, one unsolicited email that Singerman sent to a major
retailer claimed falsely that: (i) TRBO “is the U.S. Lead and Intermediary of a
private public partnership bringing this proven state-of-the-art technology to the
U.S. now”; (ii) TRBO is “ready to ship 5 days from order”; and (iii) “States will
be deploying [TRBO’s product] after coordinating the Public Private
Partnerships already organized at COVID-19 current screening areas already in
place.”
30. TRBO’s misleading releases materially affected the trading
market for TRBO stock. From March 16 through March 30, 2020 (the 11
trading days immediately preceding the March 30 release), TRBO trading
volume averaged around 31.9 million shares per day, and the share price ranged
between $0.0016 and $0.0059. On March 31, the first trading day after the
March 30 release, TRBO’s trading volume jumped to 77.8 million shares and
the share price hit an intraday high of $0.0068, before closing at $0.0044.
31. On April 3 (when TRBO issued its press release regarding
contacting all 50 Governors’ offices), volume reached 76 million shares and the
price hit an intra-day high of $0.0194, before closing at $0.0154.
10
COUNT I
Violations of Section 10(b) and Rule 10b-5 of the Exchange Act
[15 U.S.C. § 78j(b) & 17 C.F.R. § 240.10b-5]
32. The Commission realleges paragraphs 1 through 31 above.
33. By the conduct alleged herein, Defendants TRBO and Singerman,
in connection with the purchase and sale of securities described herein, by the use
of the means and instrumentalities of interstate commerce and by use of the mails,
directly and indirectly:
a. employed devices, schemes, and artifices to defraud;
b. made untrue statements of material facts and omitted to state
material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
c. engaged in acts, practices, and courses of business which
would and did operate as a fraud and deceit upon the purchasers of such
securities,
all as more particularly described above.
34. Defendants TRBO and Singerman knowingly, intentionally, and/or
recklessly engaged in the aforementioned devices, schemes and artifices to
defraud, made untrue statements of material facts and omitted to state material
facts, and engaged in fraudulent acts, practices and courses of business. In
11
engaging in such conduct, the defendants acted with scienter, that is, with an
intent to deceive, manipulate or defraud or with a severely reckless disregard for
the truth.
35. By reason of the foregoing, Defendants TRBO and Singerman,
directly and indirectly, have violated and, unless enjoined, will continue to violate
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
