Arcis Resources Corporation (ARCS)

[lucky, mydog]

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
ANDREW L. FASSARI,
Defendant.

Case No. 8:21-CV-00403-JVS-ADSx
D
Plaintiff Securities and Exchange Commission (the “SEC”) for its Complaint
alleges as follows:

JURISDICTION AND VENUE
1. The SEC brings this action pursuant to authority conferred on it by Section
20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d) and 21(e) of the
Exchange Act [15 U.S.C. §§ 78u(d) and 78u(e)] to restrain and enjoin the Defendant
Andrew L. Fassari (“Fassari” or “Defendant”) from engaging in the acts, practices, and
courses of business described in this Complaint and acts, practices, and courses of
business of similar purport and object. The SEC seeks permanent injunctions,
disgorgement of ill-gotten gains derived from the conduct alleged in the Complaint plus
prejudgment interest thereon, and civil penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. §§ 78u(d)(3)].

2. This Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1) and 77v(a)],
Sections 21(d)(1), 21(d)(3)(A), 21(e), and 27(a) of the Exchange Act [15 U.S.C. §§
78u(d)(1), 78u(d)(3)(A), 78u(e) and 78aa(a)].

3. Defendant, directly or indirectly, made use of the means or instruments of
transportation or communication in interstate commerce, the means or instrumentalities
of interstate commerce, or of the mails, in connection with the acts, practices, and
courses of business set forth in this Complaint.

4. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)]. Fassari
resides in this judicial district, and certain of the acts, practices, transactions, and
courses of business alleged in this Complaint occurred within the Central District of
California, including executing trades in ARCS and making false statements on social
media.

SUMMARY

5. During December 2020, Fassari published numerous false and misleading
posts on social media platforms about Arcis Resources Corporation (“ARCS”), a
publicly traded company that has been defunct since at least 2016, while secretly
trading the securities of ARCS in violation of the federal securities laws. Fassari
purchased tens of millions of shares of ARCS, then deceptively spread false information
about the company’s purportedly revived operations and imminent positive
announcements on Twitter, among other social media platforms. After the share price
rose, Fassari secretly sold all of his shares, obtaining ill-gotten gains of over $929,000.

6. Fassari uses the Twitter “handle” @OCMillionaire. He uses similar
usernames on other social media sites, such as the website www.investorshub.com
(“iHub”) and Instagram. The @OCMillionaire profile joined Twitter in July 2013, lists
“13.1K” followers, includes a picture of a black Ferrari, and states, in part: “Master
short squeeze artist. #Pennystock Wizard.”

7. Starting on or about December 9, 2020, and continuing through
approximately December 18, 2020, Fassari posted false and misleading statements on
social media about the status and business prospects of the defunct company ARCS,
including posting fictitious emails from the purported CEO of ARCS about ARCS’s
alleged expansion into multiple states and a purported stock buyback.

8. On December 9, Fassari began purchasing over 41,000,000 shares of
ARCS shortly before he began posting information about ARCS on Twitter. Beginning
December 9, 2020, ARCS’s price skyrocketed, reaching a closing price of $0.054 on
December 14, 2020, an increase of over 4,000 percent from its closing price of $0.0012
on December 8, 2020.

9. On December 10, 14, and 16, 2020, Fassari sold all of his shares in ARCS
for profits over $929,000, all while continuing to publish false and misleading
information about ARCS and about his trading in ARCS.

10. As a result of the conduct alleged in this Complaint, Fassari violated
Section 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q(a)] (“Securities Act”),
Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 17j(b)] (“Exchange
Act”), and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]. Unless restrained and
enjoined, Fassari will engage in future violations of the federal securities laws.

DEFENDANT

11. Andrew L. Fassari is 33 years old and resides in Irvine, Orange County,
California.

FACTS

I. Arcis Resources Corporation has been Defunct since 2016.

12. Arcis Resources Corporation (“ARCS”) is a Nevada corporation that
previously used an address in Denver, Colorado, and engaged in the cannabis business.

13. On January 13, 2015, ARCS filed a Form 15 with the SEC, which
terminated the registration of ARCS’s securities pursuant to Section 12(g) of the
Exchange Act, and also suspended its obligation to file Exchange Act periodic reports
with the SEC. As a result, ARCS has not filed periodic reports with the SEC since at
least January 2015.

14. ARCS has not conducted business since approximately 2016.

15. While in business, ARCS used the website address
www.arcisresourcescorp.com. Several years ago, ARCS stopped making payments to
maintain the registration of the domain, and the website then became available for
anyone in the general public to purchase.

16. At all times relevant to this Complaint, ARCS’s common stock was quoted
and traded on OTC Link under the ticker “ARCS” with a “dark or defunct” designation.
OTC Link was formally known as “Pink Quote.”

17. OTC Markets Group Inc. (“OTC Markets”) is the parent company of OTC
Link. The OTC Markets’ website contains, among other things, information about
companies whose stock is quoted on OTC Link.

18. ARCS has not provided disclosure information on the OTC Markets
website since at least 2016.

19. ARCS was a defunct company in December 2020 and remains defunct
today.

20. On or about December 14, 2020, the most recent Chief Executive Officer
of ARCS (the “CEO”) sent an email to OTC Markets and explained: “I have just
become aware someone not affiliated with Arcis Resources corporation [sic] is
spreading lies about Arcis Resources on Twitter/message boards claiming they have an
affiliation to the company & spreading false lies. This has been a dormant shell for
several years now & there is nothing is [sic] going on. What can I do to have my name
removed from the OTC Markets? Additionally, what person from the OTC Markets can
I talk to so investors are not harmed any further?”

21. On or about February 23, 2021, the CEO emailed the staff of the SEC and
explained, in part: “ARCS was a failed project. It has been inactive since approximately
2016. (no updated filings have been done with the OTC markets in years.)” and “The
website: arcisresourcescorp.com (became available years ago due to non payment) As
there was no need for it. At some point last year someone purchased it to spread false
rumors about Arcis. In addition, someone also made up a fake Twitter account to make
false statements on Twitter.” and “I believe someone named OCmillionaire on [iHub] &
Twitter with several thousands followers purchased shares in the open market with
several of his associates. He then purchased the domain name/ made up a fake Twitter
account in order to sell shares he had purchased at higher price.”

II. Fassari Uses the Handle “@OCMillionaire” on Twitter and “OC
Millionaire” on iHub.

22. On information and belief, Fassari uses the Twitter handle
“@OCMillionaire,” and he used the handle during the period relevant to this Complaint.

23. Using the handle @OCMillionaire, Fassari frequently tweets about stocks,
including tweeting claims about various business activities by the issuers of stocks, and
he did so in December 2020, and continues to do so in January and February of 2021.

24. On or about December 18, 2020, the handle @OCMillionaire tweeted a
screenshot of his E*Trade account to support his claim that he “[s]old [shares of Arcis
Resources Corporation] for a huge loss. I don’t care what anyone says about me. I back
up what I say. I take my losses like a man. ….” (Dec. 18, 2020 at 9:28 PM EST.) This
tweet was accompanied by a screenshot of an E*Trade account. That screenshot shows
sales of 35,311,809 shares of ARCS.

25. On December 18, 2020, Fassari sold 35,311,809 shares of stock in Arcis
Resources Corporation from his E*Trade account.

26. Fassari also uses the name “OCMillionaire” on iHub.

27. @OCMillionaire’s Twitter profile contains a link to his profile on iHub.
On iHub, Fassari has made over 36,000 posts and is followed by over 3,400 other users.
The picture on his iHub profile is the same black Ferrari as on his Twitter profile.

28. On or about May 31, 2013, @OCMillionaire posted “FOR THOSE OF
YOU WHO CANT [sic] VIEW MY FB LINK, THIS IS THE EMAIL I GOT[.]” The post
then included a copy of emails sent to and from “‘Andrew Fassari’
<[e-mail]>[.]”
III. In December 2020, Fassari Profitably Traded ARCS Securities.

29. Beginning on December 9, 2020, and ending on December 18, 2020,
Fassari purchased and sold shares of ARCS out of a securities brokerage account at
E*Trade Securities LLC (the “E*Trade account”).

30. On December 9, Fassari opened his ARCS position and purchased a total
of 41,071,413 shares at a gross cost of approximately $90,095.
31. On December 10, Fassari began to sell ARCS shares, eventually closing
his position on December 16. On December 10, he sold 25,000 shares for gross
proceeds of approximately $475. On December 14, he sold an additional 4,045,939
shares for gross proceeds of approximately $194,962. Finally, on December 16, Fassari
finished selling his remaining position in ARCS by selling 37,000,474 shares for gross
proceeds of approximately $824,351.

32. As a result of these trades, Fassari received net profits of approximately
$929,693.

33. On December 17, 2020, Fassari purchased a second position in ARCS
shares. In total on December 17, he purchased 35,311,809 shares of ARCS at a gross
cost of $586,215. On the following day, Fassari sold all 35,311,809 of these ARCS
shares on December 18, for gross proceeds of $149,903.

34. The chart below summarizes Fassari’s December 2020 ARCS trading:

DATE BUY/SELL QUANTITY GROSS $
AMOUNT
Dec. 9, 2020 Buy 41,071,413 ($90,095)
Dec. 10, 2020 Sell 25,000 $475
Dec. 14, 2020 Sell 4,045,939 $194,962
Dec. 16, 2020 Sell 37,000,474 $824,351
Dec. 17, 2020 Buy 35,311,809 ($586,215)
Dec. 18, 2020 Sell 35,311,809 $149,903

35. From Wednesday, December 9, 2020, through Friday, December 18,
2020—the period coinciding with Fassari’s trading and the false social media posts –
ARCS’s stock price and volume experienced significant volatility.

36. The chart below reflects publicly available trading dates, opening price,
closing price, and volumes in ARCS for the period of Fassari’s trades and tweets
regarding ARCS:
DATE OPEN PRICE CLOSE PRICE VOLUME
Dec. 8, 2020 $0.0010 $0.0012 78.51 M
Dec. 9, 2020 $0.0012 $0.0016 478.92 M
Dec. 10, 2020 $0.0189 $0.0084 276.33 M
Dec. 11, 2020 $0.0092 $0.0199 323.47 M
Dec. 14, 2020 $0.0286 $0.0540 377.34 M
Dec. 15, 2020 $0.0575 $0.0400 140.38 M
Dec. 16, 2020 $0.0235 $0.0187 373.42 M
Dec. 17, 2020 $0.0196 $0.0245 237.84 M
Dec. 18, 2020 $0.0037 $0.0035 440.73M

IV. In December 2020, Fassari Made False Statements about ARCS on Social
Media.

37. Using the handle @OCMillionaire, on December 9, 2020, Fassari began to
tweet false, positive news about ARCS, referring to it as “$ARCS.”

38. On the morning of December 9, 2020, Fassari alerted his 12,800 Twitter
followers to his pending announcement with the tweet in “15 min[utes] my new alert
that I am expecting 3000% minimum” will be posted. (Dec. 9, 2020 at 10:46 A.M. EST)

39. Minutes later Fassari began with the tweet, “OK GUYS! THE NEW ALERT
IS $ARCS!! I will share what i have uncovered the past 24 hours with you all! :smile:
Lets buy! #stocks #alert #pennystocks #ocmillionaire[.]” (Dec. 9, 2020 at 10:57 AM
EST.)

40. Between December 9 and December 21, 2020, Fassari made approximately
120 tweets that referenced “$ARCS.” Several tweets contained false statements about
ARCS and about Fassari’s trading in ARCS shares.

A. Fassari Falsely Claimed that ARCS was Expanding its Business.

41. Using the handle @OCMillionaire, Fassari made false statements on
Twitter regarding ARCS’s business, claiming that ARCS was expanding its business,
including by acquiring significant space and by planning to operate in multiple states.
These false statements include:
a. “$ARCS 380,000 indoor cultivation 1 Million+ sq ft processing.
WEEEEEEEEE This CEO has big plans for us. It will move like
$TSNP. I bought more at 0055. […]” (Dec. 9, 2020 at 12:10 PM EST.)
b. “$ARCS is about to set a new standard In the American cannabis
industry. Our mission is to become the most known cannabis company
in the U.S. market. And we will achieve that with the help of some of
the leading forces in the sector. #cannabis #potstocks #pennystocks
#lowfloat” (Dec. 9, 2020 at 12:28 PM EST.)
c. “I have $arcs revenue #s i will be posting tonight for the valuation of
the current grow operations, not only that. .. they are EXPANDING out
of state to OTHER BIGGER operations. THIS WILL RUN LIKE
$TSNP. Make no mistake. Again, read below on emails. 1.4 million sq ft

$TLRY $ACB[.]” (Dec. 9, 2020 at 4:57 PM EST.)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail], one of which also included Raul
Santos’s name.)
d. “$ARCS is about to set a new standard in the American #cannabis
industry. ... most known cannabis company in the U.S market.”
-The most known -Leading forces -500 million share retirement
380,000 sq ft grow 1 million sq ft facility indoor for processing -More
acreage coming[.]” (Dec. 10, 2020 at 9:17 AM EST.)
e. “$arcs news!!! #cannabis #potstocks Dear shareholders, A letter
explaining our multi-state operation will be released. It will explain in
detail our plan of operation and how we are going to become one of the
leading cannabis companies in the states.” (Dec. 10, 2020 at 11:02 AM
EST.)
f. “Anyone in $TSNP looking for another crazy run .. $ARCS
-Multi state for #cannabis operations -380,000 sq ft grow - 1 million sq
ft processing center -No RS -QB listing -No debt or note-; -Retirement
of shares -More grow operations to add to its size -Headed to be
biggest US op.” (Dec. 10, 2020 at 11:32 AM EST.)
g. “$ARCS facilities the size of Aurora out in California. Aurora's smallest
facility is 800,000 sq ft that pulls in 1oo·s of millions in revenue .... we
have 1.4 million sq ft and EXPANING to other states with MORE
growing operations. $ACB $TLRY $HEXO $APHA $ACAN[.]” (Dec.
14, 2020 at 1:17 PM EST.)
h. “$ARCS one laaaaaaassssst time . . MULTI STATE GROWING
OPERATIONS COMING WITH BIG #cannabis #merger 1.4 million sq
ft ALREADY UP AND RUNNING. The next $TLRY $ACB $HEXO
$APHA $STZ for .10 cents a share with buyback and OS retirement and
FULLY FUNDED. #StocksToBuy #stocks #investing
twitter.com/AngryRed316/st...[sic]” (Dec. 14, 2020 at 1:50 PM EST.)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail], one of which also included Raul
Santos’s name.)
i. “$ARCS for those in the trenches with me remember these key things.
No rs no dilution share retirement buyback. #merger
#CannabisCommunity 1.4 million sq ft facility with revenues of 450
million in net profits for that scale ... $ACB largest facility is 1.2 milly
$TLRY 800k[.]” (Dec. 15, 2020 at 2:27 PM EST.)

42. Based on these representations about ARCS’s business, reasonable
investors would have understood that ARCS was an active business that was expanding.

43. These statements were false and misleading. ARCS was defunct, did not
have cultivation or processing space, was not expanding “out of state,” was not
involved in a merger (or had any plans for a merger), and was not involved in a
buyback or retirement of its securities.

44. These statements regarding ARCS’s business were false and misleading
when made, and Fassari knew or was reckless in not knowing, and should have known,
that these statements were false and misleading.

45. These statements regarding ARCS’s business were material to ARCS’s
investors who were making investment decisions about ARCS. Reasonable investors
would want to know the true nature of ARCS’s business, that it was defunct and not
expanding.

B. Fassari Made False Claims about “Huge” Investors and a Hedge
Fund.

46. Using the handle @OCMillionaire, Fassari made false statements on
Twitter about large investors investing in ARCS.

47. Fassari stated on Twitter that ARCS had “a ton of news coming and backed
by huge investors for its #cannabis operation.” (Dec. 9, 2020 at 1:49 PM EST.)

48. Fassari further stated, “$ARCS Hedge fund coming in. Watch. 1.4 million
sq ft $TSNP will look like child’s play and that was a BEAST. biggest #mj #cannabis
#merger in the USA no notes no RS no dilution share buyback share retirement idk
what else anyone needs to hear $HEXO $ACS $TLRY $APHA $ACAN[.]” (Dec. 11,
2020 at 12:14 PM EST.)

49. These statements about investments into ARCS were false and misleading.
ARCS was defunct and did not have news coming out and was not backed by huge
investors for its cannabis operations.

50. These statements regarding investments into ARCS were false and
misleading when made, and Fassari knew or was reckless in not knowing, and should
have known, that these statements were false and misleading.

51. These statements regarding investments into ARCS were material to
investors. Reasonable investors making investment decisions about ARCS would want
to know whether it was planning to announce important news or had significant
investors in the business.

C. Fassari Falsely Claimed that He was Communicating with ARCS’s
CEO.

52. Using the handle @OCMillionaire, Fassari also falsely claimed on Twitter
to be in direct contact with ARCS’s CEO and to be receiving from the CEO information
that ARCS’s business was being revived. These false statements include:
a. “$ARCS i will share what i have uncovered in the last 24 hours with
you! Give me a few moments to load emails from the ceo on the big

short squeeze that is coming! I just bought OOSs! WEEEEE[.]” (Dec. 9,
2020 at 11:04 AM EST.)
b. “$ARCS this is one of the emails i got today when i checked my inbox. I
have others and i will share with you all and this is prob one of the
biggest #cannabis #stocks I have seen since the days of $FITX who did
50,000 sq ft with a 3.5 billion float. We have 20* that. $tsnp $IGPK[.]”
(Dec. 9, 2020 at 11:23 AM EST)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail], one of which also included Raul
Santos’s name.)
c. “.0094 close enough .... Here is the 2nd email i received for this 1.4
million sq ft #cannabis behemoth. Big share reduction
coming.#CannabisCommunity #Cannab1sNews i<cannabisindustry .-
stocks #pennystocks #bullish #stockmarketnews #stockmarket #trading
#stockstowatch #StocksToBuy[.]” (Dec. 9, 2020 at 1:31 PM EST.)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail], two of which also included Raul
Santos’s name.)
d. “$ARCS another email confirmation. See, I got your back ya'll[.]” (Dec.
9, 2020 at 8:59 PM EST.)
(This tweet included a picture of a communication that purported
to be from “Raul Santos” to “Sean Travis” regarding a
shareholder update.)
e. “$ARCS here is another email i received. Again, you can all verify it
with CEO:) On top of the current operations they have, they are
EXPANDING out of Colorado for BIGGER GROWS.

#CannabisCommunity #cannabis #potstocks #stocks $TLRY $HEXO
$acb[.]” (Dec. 10, 2020 at 9:47 AM EST.)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail], one of which also included Raul
Santos’s name.)
f. “Read this gentlemen’s email, then read it again;) $ARCS[.]” (Dec. 10,
2020 at 3:18 PM EST.)
(This tweet included a picture of two emails: one from “Justin” to
[e-mail], which asked for verification of
statements “going around,” and a second from Arcis Resources
Corporation stating “[y]es, all of the mentioned is part of our
plan.”)
g. “$ARCS, after speaking with CEO last night I am adjusting my price
targets significantly. I think we see .10-15 in 1-2 weeks from now but
ultimately over .3 by end of Jan. They have massive scalability and
already have licenses and operations compared to $TLRY $ACS and
$HEXO[.]” (Dec. 10, 2020 at 8:24 AM EST.)
h. “Just received an email confirming today's tweets about $ARCS
buyback. They will make an announcement on it next week in the
shareholder letter per their tweet today. Guys, I never ever .... EVER
said something like this .... maybe .. just maybe ... this is a once in a
lifetime stock.” (Dec. 12, 2020 at 12:37 AM EST.)
i. “$ARCS buyback email. Confirmed. How much they will buy back we
have yet to be informed but it WILL be addressed in the shareholder
letter. This massive #mj #potstock and #cannabis co will be one for the
ages. 1.4 mill sq ft. no RS, no dilution, double expanding, OS
retirement[.]” (Dec. 13, 2020 at 3:52 PM EST.)
(This tweet included a picture of emails that purported to be to
and from Arcis Resources Corporation from the email address
[e-mail].)
j. "$ARCS i have to say this as i get around 400 messages a day and am
bewildered some of you dent do any DD. You just got here and we shot
up 10, 000% in a few days. If you dont like it, sell and move on. You all
expect 300-500% days. Be realistic. No one who is long expects that.
Stocks go down, stocks consolidate. But i am sick of the complaining
from some of you. 1 cent drop and the sky is falling. STOP. Move on
then. You didn't do any dd and you blindly purchased something you
didn't even research. I DID. I heard everything i needed to from the
CEO himself. I shared it EVEN THOUGH I DIDNT HAVE TO. I
thought by sharing we can all make money. But instead, you all want
me to tell you when he will release news. Aint gonna happen. 90% that
ask just want to know to sell into news. I am here for long term. You do
you[.]" (Dec. 15, 2020 at 5:29 PM EST.)
k. "$arcs Got another email: Arcis Resources Corporation
<[e-mail]> wrote: "Yes, I will talk with our
website developer about some changes. "CEO said making changes to
website for pictures, letter, and other changes. Be patient." (Dec. 14,
2020 at 2:23 PM EST.)

53. These statements regarding Fassari's purported communications with the
CEO were false and misleading. The CEO did not communicate with Fassari, including
"@OCMillionaire," in December 2020. The CEO did not use the email address
[e-mail] in December 2020. The CEO did not send or respond to the
emails regarding ARCS having "big investors" behind it, having significant operating
space, retiring shares, or otherwise reviving the company.

54. These statements regarding Fassari's purported communications with the
CEO were false and misleading when made, and Fassari knew or was reckless in not
knowing, and should have known, that these statements were false and misleading.

55. These statements regarding Fassari's purported communications with the
~ CEO were material to ARCS's investors who were making investment decisions about
ARCS. The statements indicated that a previously defunct entity was, in fact, engaged
in significant operations and business functions, and reasonable investors would want to
~ know whether ARCS was engaged in business operations.
D. Fassari Made False Statements About His Trading in ARCS
Securities.

56. Using the handle @OCMillionaire, Fassari also made false and misleading
statements on Twitter about his own trading in ARCS's securities. On December 10 and
14, 2020, he claimed that he was holding onto his shares when, in fact, he was selling
on both of those days. Fassari stated:
a. "$ARCS I will not back down on my price target. I will stand firm like I
did on $TSNP." (Dec. 10, 2020 at 10:23 AM EST.)
b. "People act like i was born yesterday. Bashing the heck out of me
AFTER All THAT DD i did and brought to the table. Sending pm's to
people saying i was selling. If anyone believed that lie then shame on
you. The ones accusing others are the ones selling. Cheaters mentality
$arcs[.]" (Dec. 10, 2020 at 1:42 PM EST.)
c. "$ARCSAGAINI Will SAYIT. KNOW WHAT YOUOWN. HOLDING
ALL MYSHARES WITH GRIP TIGHT FIST. We are going .85+ I dont
care what the rest of you all think or do. God is good. This company is
doing everything the right way." (Dec. 14, 2020 at 12:58 PM EST.)
d. "$ARCS so a couple of things. There has been more than enough
updates from the company CEO Raul Santos on Friday's tweets and
emails. Remember guys, i told you to be patient. Give him some room to
breathe. He has a lot on his plate. With all the evidence presented, you
can effectively make your own choices. Buy Setl Hold. 1 am choosing to
hold and i hope you go on this ride with me. He is doing US a favor so
lets do some DD and be grateful. He gave us his word and has worked
long and hard on this. Go over emails again. See you over .SO soon[.]"
(Dec. 14, 2020 at 7:57 PM EST.)

57. On December 15, 2020, Fassari claimed on Twitter that "Today is my last
~ buy day for $ARCS then i will hold all for the promise land. It has been awesome
getting to know some of you. See you . 85+ +one day. Oh, and I am about 99. S% sure i
found the #cannabis company merger..and ITS HUGE Won't have any issues running
past my targets[.]" (Dec. 15 at 9:29 AM EST.)

58. These statements regarding Fassari's trading were false because on
December 10 and 14, Fassari was selling his ARCS holdings (not holding his position).
Fassari did not purchase shares on December 15 and, in fact, had not purchased shares
since December 9. He sold shares on December 10, 14, and 16.

59. These statements regarding Fassari's trading were false and misleading
when made, and Fassari knew or was reckless in not knowing, and should have known,
that these statements were false and misleading.

60. These statements regarding Fassari's trading were material to ARCS's
investors who were making investment decisions about ARCS. Reasonable investors
would want to know that a person who claimed to have important information about
ARCS —directly from the CEO —was selling his position.

61. On or about December 18, 2020, Fassari tweeted a screenshot of his
E*Trade account to support his claim that he "[sJold [shares of Arcis Resources
Corporation) for a huge loss. I don't care what anyone says about me. I back up what I
say. I take my losses like a man. ...." (Dec. 18 at 9:28 PM EST.) This tweet was
accompanied by a screenshot of an E*Trade account.

62. This statement was misleading. While Fassari chose to re-purchase his
position on December 17, and then he sold for a loss on December 18, he had
previously made.over $929,000 on sales of ARCS shares that he made between
December 10 and December 16.

63. This statement was misleading when made, and Fassari knew or was
~ reckless in not knowing, and should have known, that the statement was misleading.

64. Statements regarding Fassari's trading were material to ARCS's investors
who were making investment decisions about ARCS. Reasonable investors would want
to know that a person who claimed to have important information about ARCS —
directly from the CEO —had actually made significant profits prior to re-purchasing and
re-selling his position.

V. Fassari's False and Misleading Statements Were Made "In the Offeror
Sale" and "In Connection with the Purchase or Sale" of Securities.

65. The misstatements alleged herein were made by Fassari to induce investors
to buy ARCS securities.

66. Fassari made material misstatements in the offer or sale of securities as
defined in Section 2(a)(1) of the Securities Act and in connection with the purchase or
sale of securities as defined in Section 3(a)(10) of the Exchange Act [15 U.S.C. §§
77b(a)(1) and 78c(a)(10)].
VI. Fassari Obtained Ill-Gotten Gains as a Result of his Fraudulent Conduct.

67. Fassari obtained trading profits of approximately $929,693 by means of his
trading ARCS's securities while making false and misleading statements about ARCS.
CLAIMS FOR RELIEF
FIRST CLAIM
Fraud in the Offeror Sale of Securities
Violations of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]

68. The SEC re-alleges and incorporates by reference paragraphs 1 through 67,
as though fully set forth herein.

69. Defendant has, by engaging in the conduct set forth above, directly or
indirectly, in the offer or sale of securities, by use of means or instrumentalities of
interstate commerce or of the mails, with the requisite state of mind: (a) employed
devices, schemes or artifices to defraud; (b) obtained money or property by means of
untrue statements of material fact or omissions 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/or (c) engaged in transactions, practices, or courses of
~ business which operated or would operate as a fraud or deceit upon purchasers of
securities.

70. By reason of the foregoing, Defendant violated, and, unless restrained and
enjoined, will continue to violate, Section 17(a) of the Securities Act.
SECOND CLAIM
Fraud in the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule lOb-5 Thereunder [15
U.S.C. § 78j(6) and 17 C.F.R. § 240.1Ob-5]

71. The SEC re-alleges and incorporates by reference paragraphs 1 through 67,
as though fully set forth herein.

72. Defendant has, by engaging in the conduct set forth above, directly or
indirectly, by use of means or instrumentalities of interstate commerce, or of the mails,
or of a facility of a national security exchange, with scienter: (a) employed devices,
schemes or artifices to defraud; (b) made untrue statements of material fact or 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/or (c) engaged in acts,
practices or courses of business which operated or would operate as a fraud or deceit
upon other persons, in connection with the purchase or sale of securities.

73. By reason of the foregoing, Defendant violated, and, unless restrained and
enjoined, will continue to violate, Section 10(b) of the Exchange Act and Rule l Ob-5(b)
thereunder.
RELIEF REQUESTED
WHEREFORE, the SEC respectfully requests that this Court:
Find that the Defendant committed the violations alleged in this Complaint;

II.
Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of
Civil Procedure, freezing assets, permitting alternative means of service, requiring an
accounting, permitting expedited discovery, prohibiting destruction of documents, and
an order to show cause why the asset freeze regarding should not continue until this
matter is determined on the merits.

III.
Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of
Civil Procedure, permanently restraining and enjoining Defendant and his agents,
servants, employees, attorneys, and accountants, and those persons in active concert or
participation with him, who receive actual notice of the Final Judgment by personal
service or otherwise, and each of them, from engaging in transactions, acts, practices,
and courses of business described herein, and from engaging in conduct of similar
purport and object in violation of Section 17(a) of Securities Act [15 U.S.C. § 77q(a)],
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange Act Rule lOb-5
[17 C.F.R. § 240.1Ob-5] thereunder;

IV.
Order Defendant to disgorge ill-gotten gains received during the period of
violative conduct and pay prejudgment interest on such ill-gotten gains;
Order Defendant to pay civil money penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)];

VI.
Grant such further relief as this Court may deem just and proper.


JURY DEMAND
The SEC demands a trial by jury on all claims so triable.
Dated: March 1, 2021. Respectfully submitted,
/s/Amy Jane Longo
Amy Jane Longo (Cal. Bar No. 198304), Local Counsel
Leslie J. Hughes (pro hac vice application pending)
Attorneys for Plaintiff
Securities and Exchange Commission

https://www.sec.gov/litigation/complaints/2021/comp-pr2021-46.pdf