Securities and Exchange Commission v. Minuskin, et al. was filed in the United States District Court for the Southern District of California on April 8, 2022, claiming violations of several provisions of the Securities Act and Securities Exchange Act. Specifically, the SEC seeks permanent injunctive relief against all Defendants to prevent future violations of the federal securities laws, disgorgement of any ill-gotten gains, and civil penalties.

The SEC brought this action against Julie Minuskin (“Minuskin”), Dennis DiRicco (“DiRicco”), Thomas Casey (“Casey”), Golden Genesis, Inc. (“Golden Genesis”), and Joshua Stoll (“Stoll”) (collectively “Defendants”).  According to the complaint, Defendant Minuskin created Retire Happy LLC (“Retire Happy”), a Nevada limited liability company, which specialized in self-directed IRAs and provided financial education on how to leverage retirement accounts and create passive income by promoting self-directed retirement accounts. Defendant DiRicco was the Chief Financial Officer and board member of Defendant Golden Genesis and the managing member of non-party Until Tomorrow LLC (“Until Tomorrow”). Defendant Casey is the majority owner, Chief Executive Officer, and board member of Defendant Golden Genesis. Defendant Stoll was an account specialist at Retire Happy.

Through lending brochures, Defendants Minuskin and Stoll, acting as unregistered brokers, promoted unregistered promissory note investments to client-investors at Defendant Golden Genesis and non-parties Retire Happy LLC and Until Tomorrow.

The SEC alleges Minuskin entered into agreements with Defendants Casey and DiRicco whereby Retire Happy promoted the unregistered investments to its clients, and, in exchange, Minuskin received an ownership stake in the companiesRetire Happy received a 12% commission on client investments in both Golden Genesis and Until Tomorrow. Defendants Minuskin, Casey, and DiRicco then allegedly agreed to split that commission for their own personal gain. The SEC further alleges Defendants defrauded investors by misappropriating and misusing investor funds to pay back other investors, making “Ponzi-like payments.”

Of note, two individual Defendants were previously involved in securities violations involving different companies. Defendant Casey was the subject of an SEC civil enforcement action in 1998, where he agreed to accept a civil injunction for securities fraud without admitting or denying the allegations. Defendant DiRicco has two prior felony convictions and was the subject of a 2009 CBDO cease and desist order alleging securities fraud.

The complaint asserts nine claims of relief against Defendants, including fraud in connection with the purchase of a sale of securities, fraud in the offer or sale of securities, the unregistered offer and sale of securities, unregistered broker-dealer violations, and aiding and abetting.