# SECURITIES AND EXCHANGE COMMISSION

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A58865483d6d92532

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SECURITIES EXCHANGE ACT OF 1934
Release No. 106433 / September 21, 2026
Admin. Proc. File No. 3-21726
In the Matter of
BRIAN BARTLETT AMOAH and ELBERT “AL”
ELLIOTT

OPINION OF THE COMMISSION
BROKER-DEALER PROCEEDING
Grounds for Remedial Action
Injunction
Respondents were permanently enjoined from violating the antifraud and registration
provisions of the federal securities laws. Held, it is in the public interest to bar
respondents from association with any broker, dealer, investment adviser, municipal
securities dealer, municipal advisor, transfer agent, or nationally recognized statistical
rating organization.
APPEARANCES:
Robert M. Moye, Peter Senechalle, and Devlin N. Su for the Division of Enforcement.

2
On September 26, 2023, the Securities and Exchange Commission instituted an
administrative proceeding against Brian Bartlett Amoah and Elbert “Al” Elliott under Section
15(b) of the Securities Exchange Act of 1934. 1 We now find Amoah and Elliott to be in default,
deem the allegations against them to be true, and bar them from associating in the securities
industry in any capacity.
I. Background
A.

The Commission instituted this proceeding against Amoah and Elliott.

In September 2022, the Commission filed a complaint in federal district court against
Amoah and Elliott concerning the conduct and violations described more below. The district
court subsequently entered a final judgment by default against them on May 10, 2023,
permanently enjoining them from future violations of Sections 5 and 17(a) of the Securities Act
of 1933, Sections 10(b) and 15(a) of the Exchange Act, and Rule 10b-5 thereunder. 2 The
Commission then issued an order instituting proceedings (“OIP”) to determine whether the
allegations contained therein were true and if any remedial action was appropriate. The OIP
made the following allegations, which we deem true.
From April 2017 through September 2022, Amoah was the president and sole owner of
Chicago Crypto Capital LLC (“CCC”), a company that offered and sold crypto assets, including
crypto asset securities. From February 2019 to at least January 2020, CCC employed Elliott as a
salesman of crypto assets. In August 2018, Amoah entered an agreement with Beaxy Digital
Ltd., a corporation that operated a crypto asset trading platform, to sell a crypto asset security
called BXY. Under the agreement, CCC would sell BXY to investors for up to $0.05 per token
and pay Beaxy $0.02 per token, with CCC keeping the difference.
From approximately August 2018 through November 2019, Amoah effected transactions
in BXY for customers’ accounts, advised prospective investors about the merits of investing in
BXY, and received transaction-based compensation for doing so. Amoah and Elliott offered and
sold BXY, raising at least $1.5 million from approximately 100 individuals, many of whom
lacked experience investing in crypto assets.
The OIP alleged that respondents made numerous materially false and misleading
statements in their offers and sales of BXY. When soliciting potential BXY investors, Amoah
and Elliott failed to disclose the substantial markup (up to 150%) that CCC would collect from
each sale even though both knew about the markup. Elliott additionally made materially false
claims to investors that he and his family had personally invested in BXY, that he had other
customers with investments in BXY exceeding $250,000, and that BXY would not lose value for
a period of time. Amoah and CCC, the OIP further alleges, used the proceeds earned from the
BXY sales to, among other things, fund Amoah’s personal expenses, including travel, dining,
1

2023).
2

Brian Bartlett Amoah, Exchange Act Release No. 98526, 2023 WL 6290961 (Sept. 26,

SEC v. Chi. Crypto Cap., LLC, No. 22-cv-4975, ECF No. 23 (N.D. Ill. May 10, 2023)
(granting motion for default judgment and imposing injunctions).

3
and flowers for Amoah’s wedding. Amoah and Elliott also told investors that they expected
BXY to generate large returns without disclosing that respondents were aware of serious
financial and operational problems at Beaxy that threatened both Beaxy’s and BXY’s viability.
B.

Amoah and Elliott failed to answer the OIP, respond to orders to show cause why
they should not be found in default, or respond to motions for default and sanctions.

The Commission directed Amoah and Elliott to file answers to the allegations within 20
days after service, as provided by Rule of Practice 220(b). 3 The OIP informed respondents that
if they failed to answer, they could be deemed to be in default, the allegations in the OIP could
be deemed to be true as provided in the Rules of Practice, and the proceeding could be
determined against them upon consideration of the OIP. 4
Amoah and Elliott were both properly served with the OIP, under Rule of Practice
141(a)(2)(i), 5 but did not respond. More than 20 days after service, the Commission issued
orders to Amoah and Elliot, directing them to show cause why the Commission should not find
them in default due to their failures to file answers or otherwise defend this proceeding. 6
The show cause orders warned Amoah and Elliott that, if the Commission found them to
be in default, the allegations in the OIP would be deemed true and the Commission could
determine the proceeding against them upon consideration of the record. Respondents did not
respond. The Division subsequently filed motions requesting that the Commission find Amoah
and Elliott in default and bar them from associating in the securities industry. The Division
supported the motions with the allegations in the OIP, copies of the district court’s final
judgment against Amoah and Elliott, copies of the complaint filed in that action, and
declarations. Neither Amoah nor Elliott responded to the Division’s motions or have otherwise
participated in these proceedings.
II. Analysis
A.

We hold Amoah and Elliott in default and deem the OIP’s allegations to be true.

Rule of Practice 155(a) provides that if a party fails to “answer, to respond to a
dispositive motion within the time provided, or otherwise to defend the proceeding,” we may
deem the party in default and “determine the proceeding against that party upon consideration of
the record, including the order instituting proceedings, the allegations of which may be deemed
3

17 C.F.R. § 201.220(b).

4

See Rules of Practice 155(a), 220(f), 17 C.F.R. §§ 201.155(a), .220(f).

5

17 C.F.R. § 201.141(a)(2)(i) (providing that service of an OIP on an individual may be
made by “handing a copy of the order to the individual”).
6

Brian Bartlett Amoah, Exchange Release No. 99885, 2024 WL 1416450 (Apr. 2, 2024)
(ordering Amoah to show cause by April 16, 2024); Brian Bartlett Amoah, Exchange Act
Release No. 102382, 2025 WL 458200 (Feb. 10, 2025) (ordering Elliott to show cause by
February 24, 2025).

4
to be true.” 7 Because respondents have failed to answer or respond to the show cause orders or
the Division’s motions, we find it appropriate to hold them in default and to deem the allegations
of the OIP to be true. We base the findings that follow on the record, including the OIP and the
evidentiary materials that the Division submitted in support of its motions for default and
sanctions. 8
B.

The threshold requirements for imposing an industry bar are satisfied.

Exchange Act Section 15(b)(6)(A) authorizes the Commission to suspend or bar a person
from associating in the securities industry if it finds, on the record after notice and opportunity
for hearing, that (1) the person was enjoined from engaging in or continuing any conduct or
practice in connection with broker activities, or in connection with the purchase or sale of any
security; (2) the person was associated with a broker at the time of the alleged misconduct; and
(3) such a sanction is in the public interest. 9
The record establishes the first two elements with respect to both respondents. Amoah
and Elliott were enjoined from violating the antifraud provisions of the Securities Act 10 and the
Exchange Act, 11 as well as from violating Securities Act Section 5 12 and Exchange Act Section
15(a). 13 Respondents thus were enjoined from conduct in connection with the purchase or sale
of a security (i.e., committing securities fraud and engaging in an offering of unregistered
securities without an applicable exemption from registration) and in connection with activity of a
broker (i.e., effecting transactions in securities while being an unregistered broker).
Amoah and Elliott were also both associated with a broker at the time of the misconduct.
Specifically, the OIP alleges that Amoah was the president and sole owner of CCC, which was in
7

17 C.F.R. § 201.155(a); see also Rule of Practice 220(f), 17 C.F.R. § 201.220(f)
(providing that “[i]f a respondent fails to file an answer required by this section within the time
provided, such respondent may be deemed in default pursuant to” Rule of Practice 155(a)).
8

Because the judgment in the district court action was entered by default, the facts alleged
in the complaint and the findings made by the district court based on the default have no
preclusive effect in this proceeding. See Gary L. McDuff, Exchange Act Release No. 74803, 2015
WL 1873119, at *2 (Apr. 23, 2015) (finding that because “none of the issues is actually litigated” in
the case of a judgment entered by default, issue preclusion “does not apply with respect to any issue
in a subsequent action” (quoting Arizona v. California, 530 U.S. 392, 414 (2000))).
9

15 U.S.C. § 78o(b)(6)(A) (cross-referencing Exchange Act Section 15(b)(4), 15 U.S.C.
§ 78o(b)(4)); see also id. § 78o(b)(4)(C) (specifying injunctions against various actions, conduct,
and practices).
10

Securities Act Section 17(a), 15 U.S.C. § 77q(a) (prohibiting fraud “in the offer or sale of
any securities”).
11

Exchange Act Section 10(b), 15 U.S.C. § 78j(b) (applying to conduct “in connection with
the purchase or sale of any security”); Exchange Act Rule 10b-5, 17 C.F.R. § 240.10b-5 (same).
12

15 U.S.C. § 77e(a), (c) (prohibiting unregistered offers or sales of securities).

13

Id. § 78o(a) (prohibiting unregistered brokers from effecting transactions in securities).

5
the business of offering and selling securities and was thus an unregistered broker. 14 And the
OIP alleges that Elliott was employed by CCC. Amoah and Elliott were therefore both
associated with an unregistered broker at the time of their misconduct. 15
In reaching this conclusion, we recognize the lack of guidance about how the federal
securities laws applied to crypto assets at the time of Amoah’s and Elliott’s misconduct. The
Commission has since issued significant clarifying guidance on these issues. 16 Because Amoah
and Elliott have defaulted, however, they have not disputed the OIP’s allegations that the crypto
assets they sold were securities. We therefore take those allegations as true for purposes of this
proceeding.
We thus turn to whether associational bars are in the public interest.
C.

We find that barring Amoah and Elliott from the securities industry is in the public
interest.

In analyzing whether any remedial action is in the public interest, we consider the
egregiousness of the respondent’s actions, the isolated or recurrent nature of the infraction, the
degree of scienter involved, the sincerity of the respondent’s assurances against future violations,
the respondent’s recognition of the wrongful nature of his conduct, and the likelihood that the
respondent’s occupation will present opportunities for future violations. 17 Our public interest
inquiry is flexible, and no one factor is dispositive. 18 The remedy is intended to protect the
trading public from further harm, not to punish the respondent. 19
We have weighed all these factors and find associational bars are warranted to protect the
investing public. Amoah’s and Elliott’s misconduct was egregious and recurrent. For more than
a year, respondents falsely represented to investors that funds from the sales would be used to
develop the Beaxy Exchange, when Amoah instead used the proceeds to fund his personal
expenses. Respondents failed to disclose to investors that they were collecting substantial
markups on each BXY sale and told investors that they expected BXY to generate large returns
without disclosing that they were aware of serious financial and operational problems at Beaxy.
14

See id. § 78c(a)(4) (defining “broker” to include “any person engaged in the business of
effecting transactions in securities for the account of others”).
15

See id. § 78c(a)(18) (defining “person associated with a broker” to include “any person
directly or indirectly controlling . . . such broker” or “any employee of such broker”).
16

See, e.g., Application of the Federal Securities Laws to Certain Types of Crypto Assets
and Certain Transactions Involving Crypto Assets, Exchange Act Release No. 105020, 91 Fed.
Reg. 13714 (Mar. 23, 2026); Regulation Crypto Assets, Exchange Act Release No. 106150, 91
Fed. Reg. 54510 (Aug. 21, 2026).
17

Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979), aff’d on other grounds, 450 U.S.
91 (1981).
18

Tzemach David Netzer Korem, Exchange Act Release No. 70044, 2013 WL 3864511,
at *4 (July 26, 2013).
19

McCarthy v. SEC, 406 F.3d 179, 188 (2d Cir. 2005).

6
And Elliott separately made false and misleading statements to potential BXY purchasers,
including that he and members of his family personally invested in BXY and that BXY had
“strong [price] support” and would not fall for a period of time. Through this conduct, CCC
raised at least $1.5 million from investors.
Amoah and Elliott also acted with scienter. 20 Amoah and Elliott knew that CCC would
be charging a substantial markup on BXY purchases, which was up to 150%. Because the
markup bore no reasonable relationship to the market price (as demonstrated by the price Amoah
and Elliott knew CCC was paying Beaxy for the security), Amoah and Elliott knew, or recklessly
disregarded the possibility, that such a stark markup was excessive and that their nondisclosure
presented a danger of misleading investors. 21 Respondents also told investors that they expected
BXY to generate large returns even though they were aware of serious financial and operational
problems at Beaxy that threatened both Beaxy’s and BXY’s viability. In making these
statements to investors while being aware of information that rendered the statements
misleading, Amoah and Elliott knew, or recklessly disregarded the possibility, that their
statements were deceptive and risked misleading BXY investors.
Because Amoah and Elliott failed to answer the OIP or respond to the show cause orders
or the Division’s motions, they have provided no assurances that they will not commit future
violations or that they recognize the wrongful nature of their conduct. It also appears that
Amoah’s and Elliott’s occupations present opportunities for future violations because they acted
as unregistered brokers for over a year and offer no evidence about their current occupation or
future plans. 22 Further, Elliott sold securities even after a prior conviction and sentence for state
law securities fraud, heightening our concern that he will return to the securities industry and
reoffend. 23
20

See SEC v. Steadman, 967 F.2d 636, 641 (D.C. Cir. 1992) (scienter is an “intent to
deceive, manipulate, or defraud” and includes recklessness that is “an extreme departure from
the standards of ordinary care, which presents a danger of misleading buyers or sellers that is
either known to the defendant or is so obvious that the actor must have been aware of it”
(cleaned up)).
21

See Anthony A. Grey, Exchange Act Release No. 75839, 2015 WL 5172955, at *10 (Sept.
3, 2015) (“Where a dealer knows the circumstances indicating the prevailing market price for the
securities, knows the retail price that it is charging the customer, and knows or recklessly
disregards the fact that its markup is excessive, but nonetheless charges the customer the retail
price, the scienter requirement is satisfied.” (quoting Meyer Blinder, Exchange Act Release
No. 31095, 1992 WL 216702, at *9 (Aug. 26, 1992))); see also infra note 22.
22

See Hung Wai “Howard” Shern, Exchange Act Release No. 100660, 2024 WL 3673097,
at *4 (Aug. 6, 2024) (finding that respondent’s occupation presented opportunities for future
violations where respondent acted as an unregistered broker for more than two years and offered
no evidence about his current occupation or future plans).
23

See Ronnie Lee Moss, Jr., Exchange Act Release No. 101388, 2024 WL 4542924, at *4
(Oct. 21, 2024) (finding respondent’s “recidivism in defrauding investors” and “failure to offer
assurances about his future plans indicate that there is a high likelihood that his occupation will
present opportunities for future violations”); see also Brett Hamburger, Exchange Act Release

7
We briefly emphasize that, while Amoah’s and Elliott’s misconduct took place while
offering and selling crypto assets, our sanction is based on their pattern of deceptive and
dishonest conduct in connection with those sales, rather than the alleged unregistered sale of
crypto assets itself.
*

*

*

The Commission may impose bars to protect the investing public from a respondent’s
future actions by restricting access to areas of the securities industry where a demonstrated
propensity to engage in violative conduct may cause further investor harm. Here, the record
establishes that Amoah and Elliott are unfit to participate in the securities industry and that their
participation in it in any capacity would pose a risk to investors. Given that Amoah and Elliott
have defaulted in this and the preceding civil proceeding, they have not opposed the imposition
of associational bars. Because Amoah and Elliott pose a continuing threat to investors, we
conclude that it is in the public interest to bar them from association with any broker, dealer,
investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally
recognized statistical rating organization.
An appropriate order will issue.
By the Commission (Chairman ATKINS and Commissioners PEIRCE and UYEDA).

Vanessa A. Countryman
Secretary

No. 93844, 2021 WL 6062981, at *5 (Dec. 21, 2021) (finding respondent more likely to commit
fraud due to previous securities fraud conviction).

UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 106433 / September 21, 2026
Admin. Proc. File No. 3-21726
In the Matter of
BRIAN BARTLETT AMOAH and ELBERT “AL”
ELLIOTT

ORDER IMPOSING REMEDIAL SANCTIONS
On the basis of the Commission’s opinion issued this day, it is
ORDERED that Brian Bartlett Amoah is barred from association with any broker, dealer,
investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally
recognized statistical rating organization; and it is further
ORDERED that Elbert “Al” Elliott is barred from association with any broker, dealer,
investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally
recognized statistical rating organization.
By the Commission.

Vanessa A. Countryman
Secretary

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A58865483d6d92532. Public record. Not legal advice.