STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

SECURITIES DIVISION

1 STATE OF NEVADA WAY, 3RD FLOOR
LAS VEGAS, NEVADA 89119

In the Matter of:

MULTIGREEN PROPERTIES, LLC; and
RANDY C. NORTON, an individual (CRD#
5706948),

Respondents.

TO:

MULTIGREEN PROPERTIES, LLC
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

MULTIGREEN PROPERTIES, LLC
2437 Antler Point Drive
Henderson, NV 89074

RANDY C. NORTON
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

RANDY C. NORTON
2437 Antler Point Drive
Henderson, NV 89074

WHEREAS, the Securities Division of the Office of the Nevada Secretary of State ("Division") duly served a copy of the Notice of Summary Order to Cease and Desist Pursuant to NRS 90.630 and Opportunity for Hearing Pursuant to NRS 90.630(3) and Summary Order filed on February 26, 2025, upon Multigreen Properties LLC; and Randy C. Norton;

WHEREAS, Respondents failed to request a hearing within forty-five (45) days after the Summary Order was issued by certified mail to the last known address of Respondents as provided in NRS 90.630.

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NOW THEREFORE, the Administrator of the Division, pursuant to the authority set forth in NRS 90.630, the Order to Cease and Desist (a copy of which is attached hereto and incorporated herein by this reference) is hereby final.

IT IS SO ORDERED.

DATED this 5th day of June, 2025.

Erin M. Houston
Deputy Secretary of State for Securities
Securities Administrator

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CERTIFICATE OF MAILING

I certify that I am an employee of the Securities Division of the Office of the Secretary of State, State of Nevada, and that on this 5th day of June, 2025, I have caused a true and correct copy of the foregoing Notice of Summary Order to Cease and Desist to be served by United States Certified Mail, Return Receipt Requested, and First Class Mail, to the following:

MULTIGREEN PROPERTIES, LLC
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

MULTIGREEN PROPERTIES, LLC
2437 Antler Point Drive
Henderson, NV 89074

RANDY C. NORTON
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

RANDY C. NORTON
2437 Antler Point Drive
Henderson, NV 89074

Employee of the Nevada Securities Division

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STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

SECURITIES DIVISION

1 STATE OF NEVADA WAY, 3RD FLOOR
LAS VEGAS, NEVADA 89119

In the Matter of:

MULTIGREEN PROPERTIES, LLC; and
RANDY C. NORTON, an individual (CRD#
5706948),

Respondents.

File No. INV23-178

Nevada Secretary Of State
Securities Division
FEB 26 2025

TO:

MULTIGREEN PROPERTIES, LLC
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

RANDY C. NORTON
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

COMPLAINT FOR SUMMARY ORDER

AND FINAL ORDER TO CEASE AND

DESIST AND OTHER APPROPRIATE

RELIEF

COMES NOW, the Securities Division of the Office of the Secretary of State, State of Nevada ("Division"), and for its complaint against the above-named Respondents violations of the Nevada Uniform Securities Act, as codified in Chapter 90 of the Nevada Revised Statutes, alleges on information and belief unless otherwise set forth, as follows:

PARTIES

1. Respondent Randy C. Norton ("Norton") is an individual who, upon information and belief, is a resident of Henderson, Nevada.
2. Respondent MultiGreen Properties, LLC ("MultiGreen") is an active Nevada-based limited liability company registered with the Nevada Secretary of State Commercial Recordings Division ("Commercial Recordings"), Nevada Business ID No. NV20191494035.
3. Norton is listed as Manager of Multigreen, operating at 170 S. Green Valley Parkway, Suite 300, Henderson, NV 89012.
4. Norton has operated and maintained associated businesses that are domiciled and active in Nevada: a. Green Mesa Capital LLC b. MultiGreen Properties, LLC c. MultiGreen Property Management, LLC d. Multi Green SLI Management, LLC e. Multi Green SLI Partners, LP f. MGP Sonata Multifamily, LLC (Phase I) g. MGP Sonata Multifamily II, LLC (Phase II) h. MGP Sonata Development, LLC i. MGP Sonata Development II, LLC j. MGP Sonata Guaranty, LLC k. MGP Apex 582 Development, LLC l. MGP Apex 582 Multifamily, LLC. m. MGP Beacon Development, LLC n. MGP Beacon Guaranty, LLC o. MGP Multifamily, LLC
5. Norton and Multigreen are hereinafter referred to collectively as "Respondents."

FACTUAL BACKGROUND

1. MultiGreen was co-founded in 2019 by Green Mesa Capital, LLC and i(x) Net Zero, a permanently capitalized holding company.
2. MultiGreen's website states that it is a real estate development and operating company dedicated to the construction of sustainable and technology-enabled multifamily properties through tax-advantaged structures.
3. MultiGreen is not licensed in any capacity with the Nevada Securities Division or the Nevada Real Estate Division.
4. During early 2022, Respondents solicited investments, including preferred membership units or interests, into Sonata Green Multifamily II, LLC, a limited equity partner for another development in Albuquerque, New Mexico.
5. Pursuant to Norton's agreement, the developer, Sonata Green Multifamily II, LLC, was to raise $12,000,000 to be the limited partner in Phase II.
6. Phase I was delayed and only $1,800,000 of the $12,000,000 for Phase II was raised by early 2022.
7. Norton's investors in Phase II requested their investment funds be returned. Instead of returning investor funds, Norton appropriated the funds for issues MultiGreen faced related to Phase I and for other entities not associated with Sonata Green Multifamily II, LLC.
8. No disclosure regarding the diverted use of funds for Norton's other purposes and Phase I took place between Norton and his investors.
9. Funds believed to be held in escrow for Phase II were not returned to investors despite their requests.
10. Investors in Phase II filed a civil suit in New Mexico (Case No. D-202-CV-2023-06532) in relation to the instant matter. Judgment was entered against Norton and MultiGreen Properties, LLC, finding that Norton made material misrepresentations to Plaintiffs regarding the use of the funds in order to induce Plaintiffs to purchase shares in Sonata Green Multifamily II, LLC.
11. The offer for the Phase II investment was made from the State of Nevada.
12. No filings with the SEC or the Division have been made, and no notice filings were registered with the State of Nevada. Thus, the offering was unregistered in Nevada, a violation of NRS 90.460.

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STATUTORY BACKGROUND

1. The Nevada Uniform Securities Act ("Act"), as codified in Chapter 90 of the Nevada Revised Statutes ("NRS") and regulates the offer, sale, and purchase of securities in or from the State of Nevada.
2. NRS 90.295 defines a "security" as: (a) note, stock, bond, debenture, evidence of indebtedness, certificate of participation in a profit-sharing agreement, limited partnership interest, an interest in a limited-liability company, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, viatical settlement investment, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in a oil, gas, or other mineral lease or in payments out of production of such) lease, right or royalty, a put, call, straddle, or option on a security, certificate of deposit or group of securities including any interest therein or based on the value of any of the foregoing, or in general, any interest or instrument commonly known as a security or any certificate of interest or participation in, temporary or interim certificate for, receipt for, whole or partial guarantee of or warrant or right to subscribe to or purchase any of the foregoing.
3. Interest in Sonata Green Multifamily II, LLC falls under the definition of a security pursuant to NRS 90.295.
4. As set forth in NRS 90.460, it is a violation of the Act for a person to offer to sell or sell any security in this State unless the security is registered or the transaction is exempt under the Act.
5. As set forth in NRS 90.550, the Administrator by order may deny or revoke an exemption specific in NRS 90.520 or 90.530, with respect to a specific security or transaction.
6. As set forth in NRS 90.630(1), if the Administrator of the Division reasonably believes that a security is being offered or has been sold in violation of the Act, or that a person is acting in violation of the Act, the Administrator may issue, without a prior hearing, a Summary Order against the person engaged in the prohibited activities, directing such person to desist and refrain from further activity until the security is registered or such person is licensed under the Act.
7. Pursuant to NRS 90.630(2), the Administrator of the Division, after giving notice by registered certified mail and conducting a hearing in an administrative proceeding, unless the right to notice and hearing is waived by the person against whom the sanction is imposed, may: (a) issue a order against the person to cease and desist; (b) censure the person if he or she is a licensed broker-dealer, sales representative, investment adviser or representative of an investment adviser; (c) bar or suspend the person from association with a licensed broker-dealer or investment adviser in this State; (d) issue an order against an applicant, licensed person or other person who willfully violates this chapter, imposing a civil penalty of not more than $25,000 for each violation, or if the violation was committed against an older person or vulnerable person, a civil penalty equal to twice the amount of the company that would otherwise have been imposed pursuant to this paragraph, not to exceed $50,000 for each violation; or (e) initiate one or more of the actions specified in NRS 90.640.

COUNT I

(Offer or Sale of Unregistered Securities)

1. The Division realleges and incorporates by reference paragraphs 1 through 21 above as if set forth fully herein.
2. Respondents have not filed an application for the registration of securities or a notice of exemption from registration with the Division for the sale of securities described supra.
3. Respondents have violated and continue to violate NRS 90.460 by offering to sell and selling securities that are not registered with the Division, are not exempt from registration with the Division, and/or are not federally-covered securities.

REQUEST FOR RELIEF

Based upon the foregoing, the Division respectfully requests the following:

1. That a Summary Order be entered requiring that the Respondents immediately Cease and Desist from violating the Act;
2. That a Final Order be entered requiring that the Respondents immediately Cease and Desist from violating the Act;
3. That a Civil Penalty not to exceed $25,000.00 be imposed against the Respondents for each violation of the Act;
4. That a Civil Penalty not to exceed $50,000.00 be imposed against the Respondents for each violation of the Act against an older person or a vulnerable person;
5. That the exemptions from registration set forth in NRS 90.530 be revoked for any note, evidence of indebtedness, investment contract or other security issued by Randy C. Norton, individually and doing business as MultiGreen Properties, LLC and/or sold by any Respondent.
6. Reasonable attorney's fees and costs of investigation; and
7. For such other and further relief as the Hearing Officer deems just and proper.

Respectfully submitted,

NEVADA SECURITIES DIVISION

Shady Siraj
Chief of Enforcement
Secretary of State, Securities Division

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CERTIFICATE OF MAILING

I certify that I am an employee of the Securities Division of the Office of the Secretary of State, State of Nevada, and that on this 26th day of February, 2025 I have caused a true and correct copy of the foregoing Complaint for Summary and Final Order to Cease and Desist and Other Appropriate Relief to be served by United States Certified Mail, Return Receipt Requested, and First Class Mail, to the following:

MULTIGREEN PROPERTIES, LLC
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

RANDY C. NORTON
170 S. Green Valley Parkway, Suite 300
Henderson, NV 89012

Employee of the Nevada Securities Division