the ECMH Hijacking
38. As of June 2017, ECMH was a Nevada entity with its status “permanently
revoked.”
CASE 0:21-cv-01445-DSD-KMM Doc. 20 Filed 11/01/21 Page 9 of 34
10
39. Miller, Jaberian, and Rajkaran began purchasing ECMH’s stock. From June
2017 through November 2017, Miller purchased 12 million shares of ECMH at prices
ranging from $0.0002 to $0.0009. From July 2017 through November 2017, Jaberian
purchased over 16 million shares of ECMH at prices ranging from $0.0001 to $0.0012. In
November 2017, Rajkaran purchased over 34 million shares of ECMH stock at prices
ranging from $0.0004 to $0.0012 per share.
40. On or about October 20, 2017, Miller drafted a fake resignation letter from
the ECMH President and CEO and purported Board of Directors minutes, falsely
claiming to have accepted this resignation and falsely appointing himself as President and
Board Director.
41. On November 1, 2017, through the Agent, Miller submitted an Update
Passphrase Confirmation form to the SEC through EDGAR, falsely identifying himself as
the contact person and CEO of ECMH, and attached the fake Board of Directors minutes
he had created.
42. After Miller hijacked ECMH, Miller caused ECMH to make false and
misleading statements in public SEC filings on EDGAR and other communications to
investors about its purported change in leadership, shift in focus to real estate, and
putative acquisition.
43. On November 2, 2017, through the Agent, Miller filed with the SEC
through EDGAR an ECMH Form 8-K that he had drafted, falsely claiming that the
ECMH President and CEO had resigned as of October 20, 2017, and that Miller had been
appointed President and sole director of ECMH.
CASE 0:21-cv-01445-DSD-KMM Doc. 20 Filed 11/01/21 Page 10 of 34
11
44. On the same date, Rajkaran began falsely promoting ECMH stock on iHUB
under the username “Blue Pheonix” [sic]. For example, on November 2, 2017, Blue
Pheonix touted ECMH, stating: “ecmh has over 6 to 10 million in real assets as of today.”
This statement was false.
45. On November 3, 2017, Miller issued a press release he had drafted, falsely
announcing his alleged appointment as ECMH President and “Board of Director.” The
press release further falsely claimed ECMH was “shifting its focus to Residential and
Commercial Real Estate Holdings,” and that it “is a publicly traded diversified holding
company, which invests in commercial and residential opportunities with the highest
possible ROI and cash flow rate to benefit the corporation and its stakeholders.”
46. On November 5, 2017, Miller reached out to ECMH’s transfer agent and
provided a forged letter of resignation from ECMH’s President and CEO and the same
false Board of Directors meeting minutes he had attached to the correspondence
submitted through EDGAR. Miller advised the transfer agent that he wanted to determine
any outstanding balance on the account, as well as a current shareholder list and share
structure.
47. On information and belief, in November 2017, an associate of Miller
established a Twitter account for ECMH using the Twitter handle @ecmh44.
48. From November 2, 2017 until approximately November 5, 2017, this
ECMH twitter account posted materially false and misleading news concerning ECMH,
including false information concerning Miller’s appointment as CEO and references to
the November 3, 2017 press release. Several of these tweets were signed “Mark.”
CASE 0:21-cv-01445-DSD-KMM Doc. 20 Filed 11/01/21 Page 11 of 34
12
49. On November 8, 2017, Rajkaran (using the username “Blue Pheonix”)
made a series of posts on iHUB designed to promote and inflate the price of ECMH
stock. For example, he posted that the new CEO was “probably worth close to 20 million
in real estate holding[s] and construction equipment . . . heard he owns several strip malls
in mn.” These statements were false.
50. On November 9, 2017, Miller drafted and issued another false press release
concerning ECMH. This time, the press release falsely stated that, two days earlier,
ECMH had entered into an agreement with DDG Properties and assumed holdings worth
approximately $6.4 million. The press release further falsely stated that ECMH would
assume DDG’s gross revenues of $534,000.
51. On November 9, 2017, seven days after Miller had caused ECMH to file
the false November 2, 2017 Form 8-K, Miller reached out to ECMH’s true President and
CEO via email, expressing his desire “to open a dialogue between [them] about [Miller]
assuming control of ECMH.” Miller went on to state, “[w]e have the capacity and the
resources to bring this company back to life; which includes NV SoS [sic] back to Active,
and all filings that are currently in Arrears. . . . . I would appreciate you and I working out
some type of arrangement for you to exit the company.”
52. In November, Miller, Jaberian, and Rajkaran sold all of their ECMH stock.
Specifically, on November 9, 2017, Miller sold all of his ECMH shares at prices ranging
from $0.0011 to $0.0012, which resulted in a net profit. From November 6, 2017 through
November 10, 2017, Jaberian sold all of his ECMH shares at prices ranging from $0.0006
to $0.0013, which resulted in a net profit. From November 10, 2017 through November
CASE 0:21-cv-01445-DSD-KMM Doc. 20 Filed 11/01/21 Page 12 of 34
13
14, 2017, Rajkaran sold all of his ECMH shares at prices ranging from $0.0011 to
$0.0021, which resulted in a net profit.
53. In a series of emails dated November 10, 2017 through December 13, 2017,
ECMH’s President and CEO confronted Miller about Miller’s fraud and false statements
concerning ECMH.
54. On November 14, 2017, through the Agent, Miller filed with the SEC
through EDGAR an ECMH Form 8-K that he had drafted, falsely stating that Miller had
resigned and that the true ECMH President and CEO had been reappointed as President,
CEO, and Sole Board Member of ECMH.
55. Miller knew, or was reckless in not knowing, that the EDGAR submissions,
ECMH Forms 8-K, ECMH press releases that Miller drafted, and the ECMH-related
tweets contained statements that were materially false and misleading.
56. First, from before November 1, 2017 through November 14, 2017, Miller
knew, or was reckless in not knowing, that ECMH’s President and CEO had not resigned,
or been reappointed, and Miller was neither the President nor sole director of ECMH. In
fact, as Miller knew, Miller had no legitimate relationship with ECMH whatsoever.
57. Second, before November 3, 2017, Miller knew, or was reckless in not
knowing, that ECMH was not shifting its focus to residential and commercial real estate
and was, in fact, a company with permanently revoked status and no current business
operations.
58. Third, before November 9, 2017, Miller knew, or was reckless in not
knowing, that ECMH had not entered into an agreement with DDG Properties, a
CASE 0:21-cv-01445-DSD-KMM Doc. 20 Filed 11/01/21 Page 13 of 34
14
company that Miller started to buy rental properties.
59. Rajkaran knew, or was reckless in not knowing, that the false ECMH posts
Rajkaran wrote and put on iHUB contained statements that were materially false and
misleading.
60. From before November 2, 2017 through November 8, 2017, Rajkaran
knew, or was reckless in not knowing, that ECMH did not have over $6 to $10 million in
real assets and that ECMH’s CEO was not worth close to $20 million and did not own
several Minnesota strip malls.
