The Securities and Exchange Commission today charged a Tennessee-based promoter with defrauding investors in a venture to organize and operate exchange-traded funds in violation of the antifraud provisions of the federal securities laws.

According to the SEC's complaint, David J.C. Bolton formed a company, Millennia Shares, LLC, to launch and maintain exchange-traded funds. The complaint alleges that ten investors invested approximately $800,000 in Millennia Shares between August 2018 and May 2019, and that Bolton solicited investors for the venture with written disclosures stating that he would receive a specified monthly salary. The complaint further alleges that Bolton misappropriated for his personal use at least $215,000, over a quarter of the investor-contributed funds, in excess of his disclosed salary.

The SEC's complaint, filed in the U.S District Court for the Middle District of Tennessee, charges Bolton with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC is seeking permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest, civil penalties, and an officer-and-director bar against Bolton.

The SEC's investigation was conducted by Tara R. Kelly with assistance from Donato Furlano of the Division of Enforcement's Office of the Chief Accountant. The investigation was supervised by Peter Rosario, Yuri B. Zelinsky, and Jennifer S. Leete. The SEC's litigation will be conducted by David S. Mendel and Ms. Kelly under the supervision of Frederick Block. The SEC appreciates the assistance of the Financial Industry Regulatory Authority and the Kentucky Department of Financial Institutions.