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Urgent Enforcement Added Final

UNLOCKD Inc Crypto Mining Securities Fraud Enforcement

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Summary

Virginia State Corporation Commission Securities Division filed enforcement action Case No. SEC-2022-00032 against UNLOCKD, Inc. (formerly Capital Holdings, Inc.) and individuals Spencer Payne, Andrew Karras, and John Allen for securities fraud related to crypto mining operations. The Division alleges respondents made false misrepresentations to at least 30-47 investors about the company's mining business between August-December 2022, resulting in OTC stock sales. The Division requests civil penalties, permanent bars from securities offerings in Virginia, and additional remedies.

What changed

The Virginia SCC Securities Division filed enforcement action alleging UNLOCKD, Inc. (Capital Holdings, Inc.) and its principals Spencer Payne, Andrew Karras, and John Allen violated Virginia Securities Act §§ 13.1-501 and 13.1-502 by making materially false misrepresentations to investors about the company's crypto mining operations. Between August-December 2022, respondents allegedly solicited investors by falsely claiming the company had fully operational mining facilities, negotiated discounted rates, mining equipment, and necessary support—when the Division asserts the mining business was not fully operational. The company sold OTC stock to at least 30-47 investors through June 2022 based on these misrepresentations.

Companies and individuals involved in securities offerings must ensure all representations to investors are accurate and complete. The Division is requesting the Commission impose civil penalties, permanently bar respondents from offering or selling securities in Virginia, bar the individuals from acting as officers/directors, and grant such further relief as the Commission deems appropriate. Any entity with historical securities offerings involving crypto mining operations should review their investor communications for compliance with state securities laws.

What to do next

  1. Review investor communications and marketing materials for accuracy regarding operational capabilities and business status
  2. Ensure all securities offering materials disclose material risks and accurate operational information
  3. Consult legal counsel if any historical offerings may contain material misrepresentations

Penalties

Civil penalties pursuant to Virginia Securities Act; permanent bar from offering or selling securities in Virginia; bar from serving as officer or director of any Virginia-registered entity

Archived snapshot

Apr 6, 2026

GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.

251130093 OFVIRGINIA

COMMISSION CORPORATION STATE State

Document Control Center RICHMOND, ATNOVEMBER18, 11/18/2025 2:39 - PM

exrel.STATE CORPORATIONCOMMISSION v. NO. -2022-00032UNLOCKD, INC, SEC CASE

as formerlyknown Capital Holdings, Inc. SPENCER PAYNE, andANDREW KARRAS, JOHN ALLEN

SHOWRULE TOCAUSE Franchising Division Retail State TheDivision and the" " )of( of allegations ), UNLOCKD, Inc.,""the (makesfollowing against asformerly )1, Inc. Spencer Payne known" " ( " "CapitalHoldings,( Payne ), Karras" and " pursuant Andrew "Karras John Allen"Allen the ()() " " )(collectively, to ofand of Act of"Code), the§12.1-13 the Code § ("13.1-502Virginia Virginia

etseq. Code. 13.1-501 "§ the(Act"), of I.Summary Payneand Karras conduct formed in to 20171) were business and for they mining-related activities which soliciting and investments. s in ' offering Allenjoined management team Subsequently, all times, out February During relevant was operated Pulaski2021. of and Virginia.

1Onor about September 29, 2025, changed its name to UNLOCKD, Inc. However, the entity will be referred to as " Capital Holdings, Inc. " or " " herein, as that was the entity ' s name during the referenced time frame.

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at December and least 2022. solicitedBetween August the2) invest stock Market. to " purchasing Over-the-Counter " )investorsin by on the ( OTC solicitations, and investors that, amongThrough their the informed had: (a) a conducting mining fullyotherthings, facility (b)negotiated activities; and discounted costs secured rates to reduce the associated miners; operating numerous mining (c) for procuredits and (d) computers and fully equipment; mining activities; (e) obtained miningand necessary conduct support to allthe

false asserts these inaccurate,However, that Division orthe were and3) s Division' mining business that was not fully operational. The further asserts knew contrary were made that that materiallythe to the these asserts Based misrepresentations, the on Division thatfalse. the sold OTC 30,stockto 47 of investors the as Juneatleast on Market, 2022. requests Division that the that findAccordingly,the the4) and (2) of the collectivelyindividually, violated 13.1-502 13.1-502 haveeach, §§ and (3) Act by and or ofmaking to engaging in transaction, misrepresentations a investors practice course as operated businessthatafraud. requestsTo violations, remedy Division respectfully that the thethese5) costs as civil penalties and against (a) Commission:impose of the Act; provide enter (b)require to to bythe (c) a the investors; barring the or selling offering inpermanent from or from (e) bar Act; otherVirginia;(d)the from and such further of the impose

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fines as ofpenalties to authority pursuant the or the deems Act. the TheII. 2017. and is formed in a Wyoming Between 20176) maintained place of Virginia. business in August2022, its principal Stafford, is as ' a of sPayne resident Virginia. Payne served Chief7) inception the and Director ExecutiveOfficer, President, Chairman in Secretary, of Board from its 12, as Financial throughuntilAugust ' s and 2017 2022, Chief from Officer inception was forFebruary 2021,when these Payne this role assumed by Allen. roles, responsible was In 's with management, communications and investors ' regarding s as is Karras ' a sKarras resident of Virginia. served8) President Director Operating and and Chief Chief Development Officer,Officer, Vice of these Karras inception in until August fromits 12, roles, 2017 2022. In was responsible with ' communications andfor s management, investors regarding ' s Allen as Virginia.Allen Blacksburg, served s is a resident of ' Chief9) Financial and and as 2021 until August Officer from 2022, Treasurer of February 12, July's these February 2021 through Relations Manager from 2021. InInvestor roles. was s finances as ' and as wellAllen responsible for managing financial communicationswith and made to investors. of District Judicial for First and Documents from Court District the of the10) August indicate Laramie Wyoming " Court " that on about 12,2022, theCounty, ( ) or Wyoming

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former principal. ' s, granted shareholder and WyomingCourt a Wilkinson Bryan request Payne, s management Karras and ' and to remove Allen him from have (Wilkinson) as ' s custodian. appointed BackgroundIII. Cryptocurrency A. Mining Operations held as company, focusedThe a blockchain-oriented out11) mining. which Cryptocurrency is the areon mining process by transactions blockchain. legitimizeverifiedonthe The primary purpose mining is of to and ensure monitor transactions their to validity. Cryptocurrency mining is hardware number using and software in solveperformed to generate attempt an encrypted an to and mathematical - problems created bythusvalidate the blockchain. The first or the the mathematical particular block miner to to blocks isfind solution for a problem rewarded with cryptocurrency. mining facilities, which house utilize high powered and numerousCryptocurrency 12) graphics and sophisticated devices as processing " application computing such units ( " )  GPUs or circuits separate warehouses " often ), in buildings specific " ASICs are orintegrated ( increase mathematical can s to blockchain problems rate ' solved.the at which the be ASICs are and expensive GPUs and equipment and require sophisticated an13) internet and of connection amount to mining a significant operate while These heat produce a mining,cryptocurrency. machines also of while amount specialized of conditioning or type system requiring air to be installed. The other cooling operating costs for these can be considerable. system

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  1. ' Stock s Offering and Solicitations planned The informed investors that expanding its on14) mining including based inbydeveloping facilities, Virginia. To mining and among other funding, fund expansion its stock in BitFrontier. investors through the and salesought offer of and ' stock offering with s not the was registered Exchange15) Instead, exemption registration "SEC (") the Division. filed anor from of itswithpursuant " As the SEC to Regulation this process, filed ( " )2. part Reg A 4, offering Form 1-A with noting the June A Filingstatement on SEC on " "Reg 2018 ( Reg ), intending of to maximum Payne signedthatit through sale wasraise a million its of stock. $20 s Executive Financial' as s ' Officer,RegFiling, President, Chief Chief andOfficer,Secretary Chairman the Board. of offer and sellAftersubmitting Filing, A proceeded to its its stock Reg16) Market. Market OTC OTC is decentralized market whereonlinethrough an An a the the Stock are listedon stock (such not major New exchanges as York Exchange) and of traded who carry toinstead these aredirectly by a dealers, inventories network of and fewer regulationssellorders. OTC are to than traditionalbuy Markets facilitate subject stock andstock are often by instead publicly markets, prices determined of a negotiation, price. can Information about OTC OTC ' a specific offering be an Market s found on17) Market website. The OTC to an specific profile and

ofAThough2 did not apply with the ADivision for registration by qualification under § 13.1 -510 the AAct as required, the Division is not currently pursuing registration pursuant to § 13.1-504 the Act in this Rule of toShow Cause.

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" OTC Profile ). Thepromotedhttps://www.otcmarkets.com/stock/BFCH/overview ( "itat OTC Profile and Aused the to the about Offering post Reg and solicitedandinvestors this solicited through The marketed site. also social and X, formerly investors media (such Twitter, through online platforms various as and blog and InvestorHub Stockwits).includingforums, and between The Division that at investors alleges least relied upon 2018 2022 4718) Market. and in OTC the ' through the However, invested as Division many discussed below, that knew the the the asserts of platforms, OTC Profile social media and solicit the and used to thesepresentedthrough were or investors, false inaccurate. C. ' MisrepresentationsThe In they anticipated the informed investors that five 2018, building19) mining miners or before to per 2,016 facility, on accommodate December all the five informed investors that31, With operational,2018. intended bitcoins to annually. The about 5,000 also mine informed they intended and ASICsinvestors that to to maintain the purchase perform mining were Starting they taking in 2018, the told that repeatedly investors20) and mining stepsto establish facility begin June a mining In 2018, they a a -acre industrial property in informed investors signed lease the that for 1.3 County, mining FacilityPulaski to facility Pulaski The a ( " " Virginia construct ). 2018 other mining between for development no and2022.

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operational, Facility informed Once that the the investors Pulaski21) megawatts (MW)would roughly electricity. Theconsume3 of also informed Facility would profitable than typical mining thatthe Pulaski be investors more provider, Company " ), Appalachian Power " APCO had ( agreed tobecauseits bill. discount and a its usageoffer on continued their inThe to update supposed progress investors on22) Such were provided OTCthe Pulaski the Facility operational. updates throughmaking Profile, reports, social releases, shareholder and blogs. Among investorspress media posts other things, obtained informed for building that construction permits the were had out Pulaski construction completed,Facility, and Pulaski Facility withthat that stocked was the was all certificates of completion or miners, that thus indicating obtained.necessary for operation had beenoccupancy to investors The subsequently that " informed was track on23) of " knew be quarter 2019, when this not, in fact, by wasminingthefourth the the than than fourth case. in year later promised November - a theOnly 2020 more 2019 quarter did attempt deadline to investors ' requests a - pacify ongoing for updatethe status by installed but date whichclaiming" being they [mjiners shelving . . providing by thatare on no throughout (if of no beoperational. and most 2020, Thus, 2019 not all)would apparently operational.minerswere continued lull of to investors about the The the status24) well into on For informed miners2021. 19, 2021, example, February the investors are and online this assertion in"thatfew " The reiteratedthefirstminers running. noting " online the 2021, [a]s today Pulaski that were miners [at "July of there multiple Facility].

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were that they informed installing a Thealsoinvestors cooling system25) Pulaski at three the at informed least forASICsThe ontheFacility.investors 2021that, the miners in with this installationsystem,theoccasions ofcooling and profitable.efficientwouldbemore theinvestor requests specificabout total number Despitefor of26) the productivity, nature and miners,theirrate(s) the efficiency of of system other questions, stalled only saying we 'and by " recoolingthe corporate andformulating answer goingbackaupdateshouldmost [the 'that of investors questions]." TheInvestigation' Divisions D. Division receiving opened numerous complaintsThe an after from27) ' s the their about aboutand investors Among otherDivisioninvestigated matters, veracity the ' aboutofthethe including purported BitFrontier, stock and at the Pulaski Facility.itsitsits First, repeatedlyinvestors informed that betweenthe andthough 201928) as Facility Pulaski beorwasoperatinga mining2022thewould facility, shelving Divisionthe indicated in obtainedbythatunits notthe the building were ASICS therenot appear other withas described, ASICS to be stockeddidor mining as described,there fans or Pulaski cooling othermachinesrunningatFacilitythewere no other mining required for orcoolingsystemnecessary nor there any appear to activitydidsubstantive mininginstalled,be performed being atthe PulaskiFacility.

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Additionally, ' reviewing Pulaski records for Pulaski after County s the Facility29) there of other indication occupancy to operateno that a orproperty,was permission Pulaskiever obtained by BitFrontier.wasfor the Facility of Further, a review for the Pulaski Facility revealed that records its30) did November 10, August not exceed kilowatts and usage 10 between 18, 2020 2022, well ' s estimated of 3 megawatts per facility that required, usage bebelowr would and of wellbelow amount that be expected the from an would facility. not load high establish useThe records an electric tomining also did enough correlate with the at issue. during time periods mining machines relevant Moreover, the Facility ' obtained from APCO - Pulaski s records31) provider other received discounts that no - for or related fees,indicated nor or the Pulaskispecial applied torates usage to contrarywerefor Facility, whatinvestorswere informed. Further, the provided seemingly investors inconsistent32) internet mining about the PulaskiFacility ' and ability to support s ofactivities. one their Forexample, that the first informed investors affiliated provide required connectionwould interim support until Comcast thecompanies in the internetMarch 2021. secure However, did not ultimately of status. until May and to thisthrough failed inform serviceComcast 2021, investors Division asserts only The that ' not were the to33) Facility s or inaccurate, the ' but aboutPulaski thatinvestorsthe status false

(i.e. never equipment, system, final permitting,the cooling to as internet)necessarymake as and Pulaski Facility represented,electricity,the

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operated disclosed never Pulaski in investors, Facility manner to despite the the ongoing material directlyto investors contrary. These and to the were related ability Facility itself) to profitably, andto the Pulaski (and of reliedthe operate were whenupon by purchasing investors stock. IV.Violations The the misrepresentations that violate § 13.1-502 (2) ofA. material made Act. 13.1 Section -502 (2) Act in relevant part, that it be of the provides, shall unlawful34) any money any the and to obtain property means for offer sale a " or by ofperson in of security untrue a fact.statement of " material December and alleges The Division that between 2022, the 2017 August35) of violated § (2) on at forty-seven each 13.1-502 the least Act (47) occasions by solicit multiple untrue material to purchase regarding tomaking investors

(i.e.stockincluding that: (a) computersthe ASICs) were mining the andfully (b)installed on at Pulaski that theFacilitywereoperational; Pulaskishelving permitted (c)sufficientnumber ofhad and ASICsFacilitybeenapproved foroperation;a support ongoing online and running;tomining necessarywere (d) sufficient internet, systems) andand utilities obtained had been(electricity,cooling installed (e) APCO miningfunctionsat PulaskiFacility; and had supporttheto a discount provided expenses. on service soverhead itstoreduce'

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The a defraud § B. ' scheme that violates to 13.1-502 the of Act.(3) 13.1-502 (3) unlawful Section the Act provides, in relevant part, that of it shall be36) any of transaction, or in security engage in any and " practice for offer sale a toperson the course which operates the purchaser. as fraud deceit business operate aof or would or upon " Division between December and alleges The that 2022, 2017 August the37) 13.1-502 (3) at forty-seven § each violated Act on least of the (47) occasions by fraudulently inducing investors that substantive and into deceiving believing were occurring when indications all no at the Pulaski Facility that suchmining areactivities were occurring. occurred or RemedyRequestedC. (a) Accordingly, Division asks impose civil penalties the that the Commission:38) costs as pursuant (b) andof Act; §§ and 521 A the to 13.1-518 of require to as of the under C Act; provide for §13.1 -521the investors (c) enterpermanent or barring offering in a from or selling the § (d) further pursuant 13.1-519 Act; bar Virginia from to of from the the pursuant § and/or to 13.1-519 Act; (e) impose such fines,oftheAct of the or other as deemed Act.remedies the under IS ORDERED THAT: ITAccordingly, and Case matter has No. This been docketed SEC-2022-00032. assigned1) In of the with VAC 5-20-120 Practice and 5 ' Rules s of2)

et seq., 5-20-10, this Procedure,5 the Virginia Administrative matter isVAC assigned of Code, who conduct ofto this case aExaminershall further proceedings on behalfHearing all in the andReport. a fileFinal

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' Examiner Hearing this case in theThe s shall a hearing convene in3) Richmond,' Second Floor, 1300 East Main Street, Tyler Building, sCourtroom, commencing a.m. as 10:00 and continuing thereafter necessary,on March at Virginia,30,2026, but anticipated through 1,2026. may last April During this hearing, toat least the appear and why should show transacting not be permanently enjoinedcause the from not permanently in businessinVirginia and enjoined the Act the from violating be future§ to 13.1-519 Act; subject order and civil pursuant the of an of penalties to costs ofto Act; and subject order pursuant§ to an 13.1-521of the imposing of to 13.1-518 Act, due alleged 13.1-502(2) and§ pursuant their §§of the to of the13.1-502(3)Act. or the 2026, with before the file Clerk On January 2, shall the of4) a which or the in responsive pleading expressly admit deny the allegations Show and affirmative thisRule to Cause any to the in present defenses allegations present If affirmative they to assert. the any defense, that shalltheintend the pleading all whichin and setresponsive a full statement uponforththe clear of facts the prepared affirmative to such defense. are prove The expressly shall they desire and appear indicatein such whether to and responsive pleading or be heard not intend scheduled not on hearing electronically,before filed the Ifthe the date. of pleading of and with Clerkfileanoriginal the theshall fifteen (15) copies the responsive Commission,c/o Center, P.O. Richmond, Document Control Virginia 23218. The Box 2118, pleading this contain case and number.responsive the setting the style itsshall caption forth of

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to the responsive in this matter electronically copy ' pleading also sent of shall be Office the Hearing Examiners/ ' of may fail a in they to timely The default if be found either file 5) pleading set or responsive pleading, files above if each such as forth other or pleading and fails the to make the scheduled hearing. such an file appearance at If and pleading to may default. make the in If fail an appearance at hearing, each be found in found of deemed to to the waived all the admissibility shall be have objectionsdefault, and may entered evidence have each by against a judgment default; imposing an ofpursuant 13.1-519 Act, and pursuant 13.1-521 the and to § the penalties to § of Act, ofcosts pursuant Act. to § the 13.1-518of this may to by The matter telephoning offer a settlement of negotiate 6) at 371-9671. Any Office General to the (804) negotiated settlement is subject of Counsel Commission. the approval by COPY MAIL, hereof by the the Commission, by shall be Clerk CERTIFIED sent of RECEIPT to: REQUESTED Winning Colors Road, RETURN Payne, 21 Stafford, Spencer Heritage Andrew Virginia 22556-6658, Karras, 5619 Hills Circle,Virginia Bozeman, UNLOCKD, 22407; Montana Inc., John Allen, Crest Drive, 59718, f/k/a 319 Agents 30 Gould Street, Suite Inc., Inc., North Registered R, Capital Holdings, and ATTESTED theSheridan, 82801; an hereof shall also by Wyoming copy be served Inc. UNLOCKD, Inc., the upon f/k/aSecretary of Capital Holdings,

3ATheelectroniccopy shall be sent to: AOHEParalegals@scc.virginia.gov . such copy is unable to be sent If shall be to: P.O. Boxelectronically,it mailed State Commission, Office of Hearing Examiners, 1197, Richmond,Virginia 23218.

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the and toand John at the shall delivered Allen addresses herein; a copy be respective and Division of Retail ' and Counsel Franchising.s Office of General the

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PROCESS ONAFFIDAVIT FOR SERVICE THE OF SEC-2022-00032 Case No.THESECRETARY OF

ofVirginia VA. CODE §§ 8.01 -301, -310, -329; 55-218.1; 57-51 Virginia State Circuit Court

ex State rel. UNLOCKD, f/k/a Capital Holdings, Inc., et Inc. al. V.

UNLOCKD,Inc., Registered Agents, Inc. 30NorthGould Street, Suite R, Sheridan, WY 82801 TOPREPARINGYoumustcomplywiththelistedback ofform. THE PERSON THIS AFFIDAVIT: on the this [ ]Notice[]Summons andComplaint Attachments:Rule Causeto Show[X] undersignedunder oaththat1, the Affiant,state IXI theabove-nameddefendant [] ]whoselast known addressis [X]same asabove [ 1 foreignand ■ |X]isa non-resident of the of Virginiaor a Virginia Code§8.01-328.1(A),.! applies (see GROUNDSREQUIREMENTon page 2). 2. [ ] ispersonwhompartyseeking service, duehas unable tolocate DUEDILIGENCE a the after been (see REQUIREMENT ON BACK) 3/30/202610:00am hearingandtime(ifisthe date onthe attachedprocess ornotice applicable). AC* 11/5/2025.7(AS ( J\ JI( Al/'-s c, [] PARTY^PARTY'S ATTORNEY [] PARTY'S AGENT 3ENT [ ] PARTY'S REGULAR AND EMPIDp/? EMPLOYEEADATE [X] City[ ] CountyOy" ofState Cq Virginia 'ledged,subscribedand tobefore thisday....../^..^.....C. sworn mebyp//// • D | J ° Acknowledged,subscribedandsworn tobefore me thisdayby* 1 2 //, , , f\A? f

PRINT NAME OF-SIGNATORY

1 /(I-* ' BATE ] CLERK Q(MlAdlS|rM ' E M NOTARY PUBLIC Notary No coinmission expires:

provided to the clerk at the time of filing this Affidavit. '■ •>«i t>t _«?

.....J------------------------------------------------------------------------------------------------------------------------------------------------------------------------- NOTICE TO THERECIPIENTfromtheOffice of theSecretaryof the of Virginia:

You are being served with this notice and attached pleadings under Section 8.01-329 of the Code of Virginia which designates the Secretary of the as statutory agent for Service of Process. The Secretary of the ' s ONLY responsibility is to mail, by certified mail, return receipt requested, the enclosed papers to you. If you have any questions concerning these documents, you may wish to advice from lawyer.seek a OF IS EFFECTIVE ON THE IS ON THE SECRETARY OFSERVICE PROCESS DATE WHEN SERVICE MADE THE COMMONWEALTH. CERTIFICATE OF COMPLIANCE I,theundersigned, Clerk in the Office of the Secretary of the hereby certify the following: 1. On , legal service in the above-styled case was made upon the Secretary of the as statutory agent for persons to be served in with Section 8.01-329 of the Code of Virginia, as amended. 2. On , papers described the Affidavit and a copy of this Affidavit were forwarded by in certified mail, return receipt requested, to the party' designated to be served with process in the Affidavit.

SERVICE OF PROCESS CLERK, DESIGNATED BYTHE AUTHORITY OF THE SECRETARY OF THE FORM(MASTER, CC-1418 PAGE ONE OF TWO) 07/25

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REQUIREMENT: GROUNDS checked, subsection 1 Ifnumber number:box is insertthe directly a causeA over person, by agent, courtmayexercisejurisdiction a acts or to personal who an of as thepersonactions:arising from ' Commonwealth;any this Transacting in business to insupplyservices or this Commonwealth;2.Contracting things tortiousinjury byact or omission this Commonwealth;Causing an in 3. tortious outside he this by act omission this if Causing in injury an or 4. business, persistentdoes solicits engages other derives or or any conduct, regularly or in course of or rendered thisrevenue used consumed services Commonwealth; infromgoods or injuryin person breach expressly this to any by or impliedly made in of warranty Causing 5. suchgoodsoutside this have expected of to thesale when might reasonably person he oraffected in this provided he alsoconsume, by that the does oruse, be goods regularly other persistent conduct, fromsolicits course revenue or in any of business, engages derives or goods orservices or this Commonwealth;used in consumed rendered Havinginterestpossessing property in this an real in, using, or Commonwealth;6. risk of property, this Contractinginsureany or within time 7. person, located at the to contracting; ordered support an entered by courtHaving pursuant order topay or child to any of 8(ii). beenspousal support

incompetentjurisdiction inthishaving/jez-wwom person; or jurisdiction over such 10.aliability interest, other charges political Havingincurredfor fines, any subdivision or to taxes, of Commonwealth.the DUEDILIGENCEREQUIREMENT: 2checked,followingapplies:If theprovision boxnumberis a personbe of or toresident, signature attorney, person seeking Whenthe is the an party agent of the served shalla to or a by that process delivered suchaffidavithim sheriff to service has been the on 8.01-293 forexecutionand, personperson by§ if the or disinterested aspermitted sheriff disinterested was suchperson unable, unabletoservice,that theseeking after due execute service has been locate personserved. tobetheto

FORM CC-141 8 (MASTER, PAGE TWO OF TWO) 1 1/07

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AFFIDAVIT ON THE FOR SERVICE OF PROCESS SEC-2022-00032 Case No. OF SECRETARY THE

ofVirginia VA. CODE §§8.0! -301,-310, -329; 55-218.1; 57-51 State Virginia Circuit Court

rel. ex State UNLOCKD, Inc. f/k/a Capital Holdings, Inc., et al. V. John Allen

TO PERSON You must comply with the listed the back of this MTHEMPREPARING ATHIS EAFFIDAVIT: on form. [ ] Notice ][ Summons and ComplaintAttachments: Rule Show to Cause [X] undersigned oath thatI,the Affiant, state under Allen John [X] [] theabove-nameddefendant Bozeman, Montana 319 Crest Drive, 59718-8764 [ ] same as above [ ] whoselast known address is 1. 00 isanon-resident of the of Virginia or a foreign and Virginia Code § 8.01-328. 1(A).! applies (see GROUNDS page 2). REQUIREMENT on 2. [ ] isapersonwhom the party seeking service, after due has been unable to locate (see DUE DILIGENCE REQUIREMENT ON BACK) is the hearing date and time on the attached process or notice (if applicable). 3/30/2026 10:00 am HA ____ . , /- / '/ 1 / ' a11/5/2025 ____________ fl-'' c B0(M S RBuULAR AND EM(^G d [ ] PARTY ^PARTY'S ATTORNEY [] PARTY ' S AGENT [ ] PARTY ' S Rl DATE State of. ..Virginia [X ] City [ ] Count Acknowledged,subscribed and sworn to before me this day by ...., 0 'Z- s .. & PRINT NAME OF SIGNATORY .3) V* OF SIGNATORY PRINT NAME t 3

[] CLERK/(y]MAGll DATl'DATE IOTARY PUBLIC. expires:NotaryRegistration No. .. My commission []Verification by lite clerk of court ortho date of filing of the of compliance is requested. self-addressed stamped efejlcg^l^sih

provided to the clerk at the time of filing this Affidavit. NOTICE TO THE RECIPIENT from the Office of the Secretary of the of Virginia: being with this and 8.01-329 of Code designates Youare served notice attached pleadings under Section the of Virginia which the Secretary of the as statutory agent for Service of Process. The Secretary of the ' s ONLY responsibility is to mail, by mail, maycertified return receipt requested, the enclosed papers to you. If you have any questions concerning these documents, you wish to seek advice from a lawyer. SERVICE OF PROCESS IS EFFECTIVE ON THE DATE WHEN SERVICE IS MADE ON THE SECRETARY OF THE COMMONWEALTH. ............... CERTIFICATE OF COMPLIANCE ....... ............ * .. ......... ... . ..........

1,theundersigned, Clerk in the Office of the Secretary of the hereby certify the following: in case was upon1.On , legal service the above-styled made the Secretary of the agent for be as statutory persons to served in with Section 8.01-329 of the Code of Virginia, as amended. On papers described in the Affidavit and a copy of this Affidavit were forwarded by 2. certified mail, return receipt requested, to the party' designated to be served with process in the Affidavit.

SERVICE OF PROCESS CLERK, DESIGNATED BYTHE AUTHORITY OF THE SECRETARY OF THE FORM CC-I4I8 (MASTER, PAGE ONE OF TWO) 07/25

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GROUNDS REQUIREMENT: subsectionIf numberis 1 box checked, insert the number: exerciseAcourt jurisdiction a of over or by to personal a who agent, as may person, acts directly an cause action person from s:arisingthe ' l. this Commonwealth;Transactinganybusiness in services in this Commonwealth; supply Contracting or things to 2. an or in Commonwealth;tortiousinjury by act omission this Causing 3. he this outside this tortious in by an act if injury or omission Causing 4. regularly business, engages in persistent course doesor or any other or derives solicits of conduct, revenue rendered thisfrom goods used consumed or in or services Commonwealth; in breach or any person by of in injurythis warranty impliedly madeCausing to expressly 5. whenoutside he expected goods this might have such to theof reasonably personsale use, in this also regularly affected by provided that he consume, the or be goods does or revenue other of from business,or in any persistent course or solicits conduct, derivesengages Commonwealth; or or rendered thisgoodsused services inconsumed using, or possessing property in thisHaving in, real Commonwealth;aninterest 6. property, within at located this time ofContractinginsure any or the person, risk to 7. contracting; beenordered pursuant8(ii). Having spousal support child support to an order of pay by or entered any court to

in personam inhavingthis person; competent jurisdiction over such jurisdiction or Havingincurredfor or other10. taxes, to any a liability charges political subdivision fines, interest, of theCommonwealth. DUEDILIGENCE REQUIREMENT: applies: 2is following theprovisionIfbox checked, number party the to beservedresident, ofan or of seeking person atheattorney, agent the Whenis signature person on byhim that been sheriff suchshall delivered to to affidavit has the aservice a process or person8.01-293forexecutionand, if sheriff ordisinterested aspermitted§ the disinterested person was by unable suchservice, seekingservice been unable, that theperson due execute after tohas served.tolocatethe personto be

4 1 8 (MASTER, TWO TWO) 11 FORMCC-1 PAGE OF /07

Named provisions

Virginia Securities Act § 13.1-502 Virginia Securities Act § 13.1-501

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Last updated

Classification

Agency
VA SCC
Filed
November 18th, 2025
Instrument
Enforcement
Legal weight
Binding
Stage
Final
Change scope
Substantive
Document ID
Case No. SEC-2022-00032
Docket
SEC-2022-00032

Who this affects

Applies to
Investors Legal professionals
Industry sector
5239.1 Cryptocurrency & Digital Assets 5231 Securities & Investments
Activity scope
Securities Fraud OTC Stock Sales Crypto Mining Investments
Threshold
OTC stock sales to at least 30-47 investors between August-December 2022
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Legal
Compliance frameworks
Dodd-Frank SOX
Topics
Consumer Protection Financial Services

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