ENF_21_CDO_1842.pdf

TRAVIS J. ILES

SECURITIES COMMISSIONER

CLINTON EDGAR

DEPUTY SECURITIES COMMISSIONER

Mail: P.O. BOX 13167

AUSTIN, TEXAS 78711-3167

Phone: (512) 305-8300

Facsimile: (512) 305-8310

Texas State Securities Board

208 E. 10th Street, 5th Floor

Austin, Texas 78701-2407

www.ssb.texas.gov

E. WALLY KINNEY

CHAIR

KENNY KONCABA

MEMBER

ROBERT BELT

MEMBER

MELISSA TYROCH

MEMBER

EJIKE E OKPA II

MEMBER

IN THE MATTER OF

Order No.

ENF-21-CDO-1842

KEYE MIDAS WEALTH MANAGEMENT

WORLDWIDE AKA KEYE MIDAS WEALTH

MANAGEMENT SERVICES

AKA

KEYE MIDAS

PRIVATE WEALTH

MANAGEMENT SERVICES

AKA KMWM

; ROBERT JOSEPH

RAIMONDO;

LILIAN SWIFT

;

CHRISTIE RAIMONDO

GABBIADINI

AKA CHRISTIE RAIMONDO;

NICOLAS E

. BIANGEL; NICK CUBAN;

ALAN

ROZICH AND ANNA LEFCOVITCH

Keye Midas Wealth Management Worldwide aka Keye Midas Wealth Management

Services aka Key Midas Private Wealth Management Services aka KMWM

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Robert Joseph Raimondo

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Lilian Swift

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Christie Raimondo Gabbiadini aka Christie Raimondo

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Nicolas E. Biangel

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 2

Nick Cuban

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Alan Rozich

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Anna Lefcovitch

Service by certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue,

#4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

EMERGENCY CEASE AND DESIST ORDER

This is your OFFICIAL NOTICE of the issuance by the Securities Commissioner

of the State of Texas (“Securities Commissioner”) of an EMERGENCY CEASE AND

DESIST ORDER pursuant to Section 23-2 of The Securities Act, Tex. Rev. Civ. Stat. Ann.

arts. 581-1-581-45 (the “Securities Act”).

The Enforcement Division of the Texas State Securities Board has presented

evidence sufficient for the Securities Commissioner to find:

FINDINGS OF FACT

1. Keye Midas Wealth Management Worldwide aka Keye Midas Wealth Management

Services aka Keye Midas Private Wealth Management Services aka KMWM

(“Respondent Keye Midas”) may be served by certified mail, return receipt

requested, addressed to (1) 9950 Jordan Avenue, #4, Chatsworth, California

91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341; and (3) 1200 Towne

Center Boulevard, #2008, Provo, Utah 84601.

2. Roberto Joseph Raimondo (“Respondent Raimondo”) is the Founder, Chief

Executive Officer, Chief Financial Officer and Director of Operations for

Respondent Keye Midas. He may be served by certified mail, return receipt

requested, addressed to (1) 9950 Jordan Avenue, #4, Chatsworth, California

91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341; and (3) 1200 Towne

Center Boulevard, #2008, Provo, Utah 84601.

3. Lilian Swift (“Respondent Swift”) is the Chief Operating Officer and Chief

Investment Officer of Respondent Keye Midas. She may be served by certified

mail, return receipt requested, addressed to (1) 9950 Jordan Avenue, #4,

Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 3

4. Christie Raimondo Gabbiadini aka Christie Raimondo (“Respondent

Gabbiadini”) is the Chief Marketing Officer and Chief Publicist of Respondent

Keye Midas. She may be served by certified mail, return receipt requested,

addressed to (1) 9950 Jordan Avenue, #4, Chatsworth, California 91311; (2) 377

Vineyard Lane, Exton, Pennsylvania 19341; and (3) 1200 Towne Center

Boulevard, #2008, Provo, Utah 84601.

5. Nicolas E. Biangel (“Respondent Biangel”) is the Manager of Respondent Keye

Midas. He may be served by certified mail, return receipt requested, addressed to

(1) 9950 Jordan Avenue, #4, Chatsworth, California 91311; (2) 377 Vineyard Lane,

Exton, Pennsylvania 19341; and (3) 1200 Towne Center Boulevard, #2008, Provo,

Utah 84601.

6. Nick Cuban (“Respondent Cuban”) is an agent for Respondent Keye Midas. He

may be served by certified mail, return receipt requested, addressed to (1) 9950

Jordan Avenue, #4, Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton,

Pennsylvania 19341; and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah

84601.

7. Anna Lefcovitch (“Respondent Lefcovitch”) is an agent for Respondent Keye

Midas. She may be served by certified mail, return receipt requested, addressed

to (1) 9950 Jordan Avenue, #4, Chatsworth, California 91311; (2) 377 Vineyard

Lane, Exton, Pennsylvania 19341; and (3) 1200 Towne Center Boulevard, #2008,

Provo, Utah 84601.

8. Alan Rozich (“Respondent Rozich”) is an agent and the Sustainability Science

and Technology Consultant for Respondent Keye Midas. He may be served by

certified mail, return receipt requested, addressed to (1) 9950 Jordan Avenue, #4,

Chatsworth, California 91311; (2) 377 Vineyard Lane, Exton, Pennsylvania 19341;

and (3) 1200 Towne Center Boulevard, #2008, Provo, Utah 84601.

SUMMARY

9. Catherine D. “Cathie” Wood is the Chief Executive Officer and Chief Investment

Officer of ARK Investment Management (CRD No. 169525) (“ARK Invest”), an

investment adviser registered with the United States Securities and Exchange

Commission (the “SEC”) and notice-filed with Texas.

10. ARK Invest is the investment adviser for certain exchange-traded funds that

specialize in thematic investing in disruptive innovation. These exchange-traded

funds include ARK Innovation ETF ($ARKK), ARK Genomic Revolution ETF

($ARKG), ARK Autonomous Technology & Robots ETF ($ARKQ), ARK Next

Generation Internet ETF ($ARKW), ARK Fintech Innovation ETF ($ARKF) and

ARK Space Exploration and Innovation ETF ($ARKX).

11. As of February 28, 2021, ARK Invest managed approximately $79 billion in assets

under management and as of March 31, 2021, ARK Innovation held around $22

billion in net assets.

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12. An unregistered sales agent is falsely impersonating ARK Invest and falsely

claiming an affiliation with ARK Innovation ETF as part of a bait-and-switch scheme

to divert victims to an unrelated unregistered securities dealer.

13. This unrelated unregistered securities dealer is promoting fraudulent investment

plans tied to various products, including stocks, bonds, real estate and

cryptocurrency mining, that purport to pay lucrative, fixed returns over fixed terms.

14. The Securities Commissioner is entering this Emergency Cease and Desist Order

to stop the illegal and fraudulent scheme and protect Texans from immediate and

irreparable harm.

RESPONDENT KEYE MIDAS

15. Respondent Keye Midas is claiming it is organized as a corporation in Rhode

Island and it maintains offices in California, Pennsylvania and Utah.

16. Respondents Raimondo, Swift, Gabbiadini and Biangel are managers of

Respondent Keye Midas.

17. Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are

representing Respondent Keye Midas filed with the US Patent and Trademark

Office by referring to it as “Keye Midas Wealth Management®.”

18. Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are promoting

Respondent Keye Midas as an investment adviser that provides investment advice

and services.

19. They are also promoting its founders, claiming they bring years of investment

expertise and their unique experiences working with and managing some of the

world’s most prominent businesses and individuals.

THE ADVERTISEMENT

20. Respondent Cuban, acting as an agent of Respondent Keye Midas, published an

advertisement in the financial services sections of Craigslist targeting residents of

San Antonio, Texas.

21. The advertisement was titled “How to make 40 % Monthly with your $1400

Economic Impact Payments.”

22. The advertisement incorporated the logo for ARK Invest and falsely portrayed

Respondent Cuban as an agent of ARK Invest and the ARK Innovation ETF.

23. The advertisement did not solicit investments issued by the ARK Innovation ETF

or any other exchange-traded fund managed by ARK Invest. Instead, the

advertisement promoted cryptocurrency investments that purportedly earn returns

of at least 40% per month.

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24. The advertisement also leveraged COVID-19, changes in the economy and

markets and “fear of missing out,” often referred to as FOMO. The advertisement

read in part:

The outbreak of Covid-19 virus has cause a lot of shifts which has in

many ways changed the way the world operates in these times. Most

Top investors and institutions Are shifting their funds to

cryptocurrency , Artificial Intelligence Innovation and index funds that

aren’t impacted by the economy. The world is in an economic boom

and if you don’t get on the wave now. You will be left behind, the

economy has been impacted and with the prediction of a meltdown

in the near future this has led to uncertainty is pushing investors to

cryptocurrency’s other innovative portfolios, that are likely to gain

tremendous profits in the near future. Here at Ark innovation we are

all in this together riding the wave and empowering our investors.

25. Furthermore, the advertisement falsely claimed the investments were licensed as

“Ark-Investments.”

THE AGENT SOLICITATIONS

26. Respondents Cuban, Lefcovitch and Rozich are soliciting potential investors after

they respond to the advertisement.

27. Respondents Cuban, Lefcovitch and Rozich are not offering potential investors the

opportunity to purchase shares issued by ARK Innovation or a fund managed by

ARK Invest. Instead, they are pitching investments issued by Respondent Keye

Midas.

THE KEYE MIDAS WEBSITE

28. Respondent Keye Midas maintains a website accessible by the public at

https://keyemidaswm.com (the “Keye Midas Website").

29. The Keye Midas Website claims Respondent Keye Midas employs a team of

professionals experienced in investment banking, investment management and

securities.

30. The Keye Midas Website also claims Keye Midas deals in various products and

assets, including stocks, bonds, forex, real estate and cryptocurrency mining.

THE INVESTMENT PLANS

31. The Keye Midas Website is promoting investment plans referred to as the Great

Mogul, the Excelsior, the Idol’s Eye and the Regent. It is describing the investment

plans as follows:

A. Investors can purchase the Great Mogul for a minimum of $7,500 up to a

maximum of $44,999.99 and earn a 30% return over a term of six months;

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B. Investors can purchase the Excelsior for a minimum of $50,000 up to a

maximum of $149,999.99 and earn a 45% return over a term of six months;

C. Investors can purchase the Idol’s Eye for a minimum of $200,000 up to a

maximum of $499,999.99 and earn a 60% return over a term of six months;

and

D. Investors can purchase the Regent for a minimum of $550,000 up to a

maximum of $999,999.99 and earn an 80% return over a term of six months.

32. Respondent Keye Midas is providing potential investors with a prospectus for the

Great Mogul, the Excelsior, the Idol’s Eye and the Regent.

33. The terms of these investment plans as set forth in the prospectus differ from the

terms of these investment plans as set forth in the Keye Midas Website. The

prospectus describes these investment plans as follows:

A. Investors can purchase the Great Mogul for a minimum of $7,500 up to a

maximum of $45,000.00 and earn a 20% annual return over a term of five

to 40 years;

B. Investors can purchase the Excelsior for a minimum of $50,000 up to a

maximum of $150,000.00 and earn a 25% annual return over a term of five

to 40 years;

C. Investors can purchase the Idol’s Eye for a minimum of $200,000 up to a

maximum of $500,000.00 and earn a 35% annual return over a term of five

to 40 years; and

D. Investors can purchase the Regent for a minimum of $550,000 up to a

maximum of $999,999.00 and earn a 45% annual return over a term of five

to 40 years.

34. Respondent Keye Midas is describing its management of the investments as

follows:

A. It is representing that, upon receipt of funds, Respondent Keye Midas

“invests them and starts to trade or mine;”

B. It is representing all accounts are handled by account managers that directly

deal with investors;

C. It is representing that “[i]nvestments are handled and traded… without any

external influence from the client;”

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D. It is representing the financial success depends on Respondent Keye

Midas’ “dedicated financial advisors, teams, [and] investment consultants;”

and

E. It is representing funds are secure in the event of a “market crash” because

it provides “money-back guarantees” and it has a “risk management

department that keeps [the] investment protected.”

35. Respondent Keye Midas is representing that it earns a commission on the

investments. It variously claims it takes a 3% commission from each trade and

that it charges a 15% commission whenever the client withdraws funds before the

stipulated cycle.

THE REFERRAL PROGRAM

36. Respondent Keye Midas is using a referral program to encourage investors to

recruit new investors.

37. Respondent Keye Midas is promising to pay investors 5% of the principal amount

deposited by new investors.

REPRESENTATIONS ABOUT COMPLIANCE WITH THE SEC

38. Respondent Rozich is suggesting Respondent Keye Midas is compliant with the

SEC, telling investors that “we all have to make sure our friends with the SEC are

happy” and explaining that he makes sure “things are papered-up right.”

SECURITIES REGISTRATION VIOLATIONS

39. Respondents have not been registered and/or notice-filed with the Securities

Commissioner as dealers, agents, investment advisers or investment adviser

representatives at any time material hereto.

40. The investment plans have not been registered by qualification, notification, or

coordination and no permit has been granted for their sale in Texas.

FRAUD, DECEIT AND THE ORGANIZATION OF RESPONDENT KEYE MIDAS

41. As described herein, in connection with the offer of the investment plans,

Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are

representing Respondent Keye Midas is organized as a corporation in Rhode

Island. This statement constitutes the misrepresentation of a relevant fact because

Respondent Keye Midas is not registered as a corporation with the Rhode Island

Department of State, Secretary of State.

42. As described herein, Respondents are representing Respondent Keye Midas

maintains offices in Pennsylvania, Utah and/or California. These statements are

materially misleading or otherwise likely to deceive the public because Respondent

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Keye Midas is not organized or incorporated with the Secretaries of State for

Pennsylvania, Utah and California.

FRAUD AND THE FICTITIOUS CORPORATE OFFICES

43. As described herein, in connection with the offer of the investment plans,

Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are

representing Respondent Keye Midas maintains an office at 377 Vineyard Lane,

Exton, Pennsylvania 19341. This statement constitutes a misrepresentation of a

relevant fact because this is a residential address and Respondent Keye Midas

does not maintain an office at this address.

44. As described herein, in connection with the offer of the investment plans,

Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are

representing Respondent Keye Midas maintains an office at 1200 Towne Center

Boulevard, #2008, Provo, Utah 84601. This statement constitutes a

misrepresentation of a relevant fact because a performing arts theater is located

at this address and Respondent Keye Midas does not maintain an office at this

address.

45. As described herein, in connection with the offer of the investment plans,

Respondents Keye Midas, Raimondo, Swift, Gabbiadini and Biangel are

representing Respondent Keye Midas maintains an office at 9950 Jordan Avenue,

#4, Chatsworth, California 91311. This statement constitutes a misrepresentation

of a relevant fact because this is a residential address and Respondent Keye

Midas does not maintain an office at this address.

46. In connection with the offer of the investment plans, Respondents are intentionally

failing to disclose the true location of the office of Respondent Keye Midas, and

this information constitutes a material fact.

FRAUD AND CORPORATE FINANCIAL INFORMATION

47. In connection with the offer of the investment plans, Respondents Keye Midas,

Raimondo, Swift, Gabbiadini and Biangel are intentionally failing to disclose the

following financial information relating to Respondent Keye Midas, and this

information constitutes material facts:

A. The total assets and liabilities of Respondent Keye Midas including the type,

number and cost basis of its cryptocurrencies;

B. The aggregate amount of discretionary and non-discretionary assets under

management and the aggregate amount of assets under advisement; and

C. Any financial information relating to its “money-back guarantees” and other

information about the strategy used by its “risk management department”

that “keeps [the] investment protected.”

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 9

FRAUD AND THE STRATEGIES FOR GENERATING RETURNS

48. In connection with the offer of the investment plans, Respondents Keye Midas,

Raimondo, Swift, Gabbiadini and Biangel are intentionally failing to disclose the

following information relating to the use of investor funds and strategies for

generating returns:

A. The strategies for allocating principal to stock, bonds, cryptocurrencies,

cryptocurrency mining investments and other products or assets;

B. Information identifying the persons responsible for managing principal and

generating returns, as well as information identifying their business repute,

qualifications and experience;

C. The identity of the dealers for transactions involving stock, bonds and other

securities and the identity of the exchange for transactions involving

cryptocurrencies;

D. The amount of third-party brokerage or exchange commissions or fees, as

well as other costs associated with trading, maintenance and operation of

accounts; and

E. The expenses and fees associated with the use of client funds to purchase

investments in mutual funds, exchange-traded funds or other collective

unitized vehicles.

FRAUD AND THE

CONCEALMENT OF RESPONDENT RAIMONDO’S BANKRUPTCY

49. In connection with the offer of the investment plans, Respondents Keye Midas and

Raimondo are not disclosing that on or about January 16, 2020, Respondent

Raimondo filed for Chapter 7 bankruptcy in United States Bankruptcy Court,

Central District of California, Case Number 1:20-bk-10121-VK, and that the case

was discharged on or about April 30, 2020.

FRAUD AND THE IMPERSONATION OF ARK INVEST

50. In connection with the offer of the investment plans, Respondents Keye Midas and

Cuban are claiming an affiliation with ARK Invest, and these statements constitute

misrepresentations of relevant facts.

51. In connection with the offer of the investment plans, Respondents Keye Midas and

Cuban are claiming an affiliation with ARK Innovation ETF, and these statements

constitute misrepresentations of relevant facts.

MISLEADING STATEMENTS AND SECURITIES REGULATION

52. As described herein, Respondents Keye Midas, Raimondo, Swift, Gabbiadini and

Biangel are promoting Respondent Keye Midas as an investment adviser that

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 10

provides investment advice and services. These statements are materially

misleading or otherwise likely to deceive the public because Respondent Keye

Midas is not registered or notice-filed as an investment adviser with the SEC and/or

Texas State Securities Board.

53. As also described herein, Respondent Cuban published an advertisement for

investments issued by Respondent Keye Midas and represented the investments

are licensed as “Ark-Investments.” These statements are materially misleading or

otherwise likely to deceive the public because the investments issued by

Respondent Keye Midas are not registered with the SEC or the Texas State

Securities Board.

54. As also described herein, Respondent Rozich is suggesting Respondent Keye

Midas is compliant with the SEC, telling investors that “we all have to make sure

our friends with the SEC are happy” and explaining that he will make sure “things

are papered-up right.” These statements are materially misleading or otherwise

likely to deceive the public because the investment plans are not registered with

the SEC and the SEC EDGAR database reflects no filings by or on behalf of

Respondent Keye Midas.

DECEIT AND THE US PATENT AND TRADEMARK OFFICE

55. As described herein, Respondents Keye Midas, Raimondo, Swift, Gabbiadini and

Biangel are representing Respondent Keye Midas filed with the US Patent and

Trademark Office by referring to it as “Keye Midas Wealth Management®.” This

statement is materially misleading or otherwise likely to deceive the public because

the US Patent and Trademark Office does not have any records reflecting the

federal registration of this mark.

DECEIT AND THE REFERRAL PROGRAM

56. As described herein, Respondents Keye Midas, Raimondo, Swift, Gabbiadini and

Biangel are telling investors Respondent Keye Midas has adopted a referral

program and will pay investors a commission of 5% of the principal amount

deposited by recruited investors. These statements are materially misleading or

otherwise likely to deceive the public because:

A. Persons who offer and sell securities in Texas, including the investment

plans, who are not registered as dealers or agents and who do not qualify

for an exemption violate Section 12 of the Securities Act; and

B. Persons who offer and sell the investment plans in Texas are offering

unregistered securities in violation of Section 7 of the Securities Act.

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 11

FRAUD AND THE RISKS ASSOCIATED WITH CRYPTOCURRENCIES

57. In connection with the offer of the investment plans, Respondents are intentionally

failing to disclose the following risks associated with cryptocurrencies, and these

risks constitute material facts:

A. Governments may adopt legislation or regulations that may negatively

impact the use, transfer, exchange, or price of cryptocurrencies;

B. Cryptocurrencies are volatile, and the price of a cryptocurrency as it relates

to fiat currency may decrease over a short period of time, resulting in

significant loss to owners of cryptocurrencies;

C. A system or technical failure, or deficient source code, may negatively

impact the ability to exchange cryptocurrencies for fiat currencies, as well

as the price of cryptocurrencies;

D. A hacking incident or malicious attack may negatively impact the price of

cryptocurrencies;

E. Cryptocurrencies compete with all other cryptocurrencies, and this

competition may negatively impact the price of a specific cryptocurrency;

and

F. Celebrities and other public figures may make public statements that

negatively impact the price of a specific cryptocurrency.

FRAUD AND THE RISKS ASSOCIATED WITH CRYPTOCURRENCY MINING

58. In connection with the offer of the investment plans, Respondents are intentionally

failing to disclose the following risks associated with cryptocurrency mining, and

these risks constitute material facts:

A. The identity, business repute and qualifications of persons responsible for

managing hardware and mining operations;

B. The specific types of cryptocurrencies targeted by cryptocurrency miners;

C. The type of hardware used to mine cryptocurrencies;

D. Information about the costs of powering hardware and mining operations,

including the average electricity costs accrued by hardware and the ratio of

average power cost to computational hash rate;

E. The strategy or procedures for overcoming hardware failures, power

outages and network disconnections;

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 12

F. Information about the security of the premises of the mining farms and any

other facility that maintains custody of hardware or other equipment

involved in cryptocurrency mining;

G. Information about the security of hardware used to custodialize

cryptocurrencies secured through mining; and

H. Cryptocurrency miners compete with other cryptocurrency miners, and this

competition, as well as changes in the environment, may decrease the

number of coins secured through mining.

FRAUD AND THE RISKS ASSOCIATED WITH FOREX TRADING

59. In connection with the offer of the investment plans, Respondents are intentionally

failing to disclose the following risks associated with trading forex, and these risks

constitute material facts:

A. Fluctuations in a country’s interest rates may lead to fluctuations in a

currency’s value, thereby negatively impacting the ability to close a trade

for a profit;

B. Fluctuations in the foreign exchange rate between the time of placing a

trade and the time of closing a trade may negatively impact the price of a

forex contract;

C. A system or technical failure in a platform for executing trades may

negatively impact the ability to close a trade for a profit;

D. Leveraging transactions on margin, once called, may lead to substantial

losses in excess of initial investments; and

E. The fees associated with trading foreign currencies.

FRAUD AND THE RISKS ASSOCIATED WITH THE STOCK MARKET

60. In connection with the offer of the investment plans, Respondents are intentionally

failing to disclose the following risks associated with trading stock, and these risks

constitute material facts:

A. A stock’s value may not precisely correlate with the performance of an

issuer;

B. A stock’s value may not only be affected by the financial health of a

company but also the broader health of the stock market as a whole;

C. The stock market may be impacted by interest rates and monetary policy;

D. Political or economic news may affect the price of a particular stock;

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 13

E. Inflation may affect the value of a particular stock; and

F. A stock may be illiquid if a particular stock begins to lose value.

CONCLUSIONS OF LAW

1. The investment plans are securities as the term is defined by Section 4.A of the

Securities Act.

2. Respondents are violating Section 7 of the Securities Act by offering securities in

Texas at a time when the securities are not registered with the Securities

Commissioner.

3. Respondents are violating Section 12 of the Securities Act by offering securities in

Texas without being registered pursuant to the provisions of Section 12 of the

Securities Act.

4. Respondents are engaging in fraud in connection with the offer for sale of

securities.

5. Respondents are making offers containing statements that are materially

misleading or otherwise likely to deceive the public.

6. Respondents’ conduct, acts, and practices threaten immediate and irreparable

public harm.

7. The foregoing violations constitute bases for the issuance of an Emergency Cease

and Desist Order pursuant to Section 23-2 of the Securities Act.

ORDER

1. It is therefore ORDERED Respondents immediately CEASE AND DESIST from

offering for sale any security in Texas until the security is registered with the

Securities Commissioner or is offered pursuant to an exemption from registration

under the Securities Act.

2. It is further ORDERED Respondents immediately CEASE AND DESIST from

acting as securities dealers or agents in Texas until Respondents are registered

with the Securities Commissioner or are acting pursuant to an exemption from

registration under the Securities Act.

3. It is further ORDERED Respondents immediately CEASE AND DESIST from

engaging in any fraud in connection with the offer for sale of any security in Texas.

4. It is further ORDERED Respondents immediately CEASE AND DESIST from

offering securities in Texas through an offer containing a statement that is

materially misleading or otherwise likely to deceive the public.

Emergency Cease and Desist Order/Keye Midas Wealth Management Worldwide et al./Page 14

NOTICE

Pursuant to Section 23-2 of the Securities Act, you may request a hearing before

the 31st day after the date you were served with this Order. The request for a hearing

must be in writing, directed to the Securities Commissioner, and state the grounds for the

request to set aside or modify the Order. Failure to request a hearing will result in the

Order becoming final and non-appealable.

You are advised under Section 29.D of the Securities Act that any knowing

violation of an order issued by the Securities Commissioner under the authority of Section

23-2 of the Texas Securities Act is a criminal offense punishable by a fine of not more

than $10,000, or imprisonment in the penitentiary for two to ten years, or by both such

fine and imprisonment.

SIGNED AND ENTERED by the Securities Commissioner this 17

day of June,

2021.

__________________________

TRAVIS J. ILES

Securities Commissioner