DOJ Indictment Linked To Lottery.com 2-20-25

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Summary of the Indictment Against Vadim Komissarov

The United States District Court for the Southern District of New York has indicted Vadim Komissarov, a.k.a. “Vlad,” on multiple counts related to securities fraud, obstruction of justice, and perjury. The indictment alleges a multi-year scheme to defraud investors by inflating revenue reports and engaging in fraudulent business transactions.

1. Overview of the Allegations

    •    Timeframe: November 2020 – May 2022

    •    Key Entities Involved:

    •    Trident Acquisitions Corp. (TDAC)

    •    AutoLotto (Lottery.com)

    •    Pan Euro

    •    Mexico Gaming Companies

    •    Data Company-1 & Data Company-2

    •    Key Individuals:

    •    Vadim Komissarov (“Vlad”) – The defendant

    •    Executive 1 & Executive 2 – Cooperating witnesses

    •    Core Allegations:

    •    Fraudulently inflating AutoLotto’s revenue to mislead investors.

    •    Orchestrating a sham acquisition of Mexican gaming companies to launder funds and deceive regulators.

    •    Selling shares at inflated prices before the market discovered the fraud.

    •    Lying to the SEC and attempting to coordinate false testimony with other executives.

2. Key Fraudulent Schemes

A. Revenue Inflation Scheme

    •    Komissarov and his co-conspirators falsely inflated AutoLotto’s revenue by:

    •    Fabricating transactions with Data Company-1 & Data Company-2 to create the illusion of millions in revenue.

    •    Falsifying business records to convince investors of AutoLotto’s profitability.

    •    Using misleading SEC filings and investor reports to sustain the deception.

B. Fraudulent Mexican Acquisition Scheme

    •    December 2020 – March 2021: Komissarov arranged a fraudulent transaction where:

    •    Pan Euro acquired 80% ownership in the Mexico Gaming Companies for ~$1 million.

    •    Days later, AutoLotto “purchased” the same stakes for $10.8 million + shares—a 10x markup.

    •    This scheme artificially inflated AutoLotto’s financials before its merger.

    •    June 2021: Instead of Pan Euro paying for the acquisition, AutoLotto funded the deal itself.

    •    SEC filings misrepresented:

    •    The true nature of the transaction.

    •    Komissarov’s involvement and control over Pan Euro.

    •    That the overpayment was a deliberate scheme to inflate company value.

3. Obstruction & Perjury

A. SEC Investigation (2023-2024)

    •    When the SEC began investigating, Komissarov:

    •    Coordinated with Executive 1 and Executive 2 to provide false and misleading statements.

    •    Warned them not to implicate him in the fraudulent transaction.

    •    Deleted messages and instructed others to do the same.

B. False Testimony to the SEC (2024)

    •    During sworn testimony, Komissarov lied about:

    •    His role in the Mexico Gaming Companies transaction.

    •    Using the alias “Vlad from Pan Euro.”

    •    His communications with Executive 1 & Executive 2 about the SEC investigation.

4. Charges in the Indictment

Count 1: General Overview of the Fraud

    •    Establishes the timeframe and nature of the alleged conspiracy.

Count 2: Securities Fraud

    •    Violations:

    •    Title 15, U.S.C. Sections 78j(b) & 78ff

    •    SEC Rule 10b-5

    •    Summary:

    •    Engaged in a scheme to defraud investors.

    •    Made false statements and omissions about AutoLotto’s revenue and the Mexican acquisition.

    •    Used deceptive transactions to inflate stock value.

Count 8: Obstruction of Justice

    •    Violation:

    •    Title 18, U.S.C. Section 1512(c)(2)

    •    Summary:

    •    Attempted to coordinate false testimony with Executive 1 & 2.

    •    Tried to cover up his role in the fraudulent transactions.

Count 9: Perjury

    •    Violation:

    •    Title 18, U.S.C. Section 1621

    •    Summary:

    •    Lied under oath to the SEC about his involvement.

    •    Denied key facts regarding the fraudulent acquisition and revenue scheme.

5. Key Takeaways

    •    Komissarov engaged in a multi-year fraud to deceive investors and inflate AutoLotto’s value.

    •    The Mexican acquisition was a sham, with a 10x markup used to fabricate financial gains.

    •    When investigated, he obstructed justice and lied under oath to avoid accountability.

    •    Executive 1 and Executive 2 are cooperating witnesses who helped expose the scheme.

Summary of the Mexican Acquisition Scheme

The indictment details a fraudulent acquisition scheme involving AutoLotto, Pan Euro, and the Mexico Gaming Companies, orchestrated by Vadim Komissarov (“Vlad”). Here’s what happened:

1. The Acquisition Plan (December 2020 – March 2021)

    •    Komissarov proposed that AutoLotto acquire two Mexican gaming companies licensed to sell lottery games online.

    •    He structured the deal through Pan Euro, a separate entity.

    •    The plan:

    •    Pan Euro would first acquire an 80% ownership stake in the Mexico Gaming Companies for ~$1 million.

    •    Then, Pan Euro would sell those stakes to AutoLotto for $10.8 million + AutoLotto shares, making a 10x profit within days.

2. The Fraudulent Transactions

    •    March 11, 2021:

    •    Komissarov, using the alias “Vlad”, sent letters of intent for Pan Euro to buy the Mexico Gaming Companies for $750,000 and $280,000.

    •    Total purchase price: ~$1.03 million.

    •    March 15, 2021:

    •    A new agreement was drafted for AutoLotto to buy the same stakes from Pan Euro for:

    •    $10.8 million.

    •    2.667% of AutoLotto’s outstanding shares (~228,702 shares).

    •    This was over 10 times what Pan Euro had just paid.

    •    March 18, 2021:

    •    Executive 1 signed the agreement, locking in the inflated purchase price.

    •    June 29-30, 2021:

    •    Instead of Pan Euro funding the purchase, AutoLotto itself provided the $1.08 million to pay the Mexican shareholders.

3. Misrepresentations in SEC Filings

    •    SEC Filings & Shareholder Materials (2021):

    •    AutoLotto’s business combination filings misrepresented the acquisition.

    •    The filings failed to disclose:

    •    Komissarov’s role in structuring the acquisition.

    •    That AutoLotto agreed to overpay by $9 million.

    •    That the shares given to Pan Euro were part of a fraudulent “round-trip” transaction.

4. SEC Investigation & Cover-Up (2023-2024)

    •    During the SEC investigation:

    •    Komissarov told Executive 1 and Executive 2 to deny his involvement in the Mexico Gaming Companies transaction.

    •    He warned them:

    •    “Guys, you do understand, you say that I was involved with this transaction… if Trident and me specifically knew about it, then…” (implying legal consequences).

    •    He gave false testimony to the SEC, denying:

    •    That he used the alias “Vlad from PanEuro.”

    •    That he had any role in the Mexican acquisition.

5. Key Legal Issues

    •    Securities Fraud:

    •    The artificial inflation of AutoLotto’s valuation through a fraudulent acquisition.

    •    Obstruction of Justice:

    •    Attempts to coordinate false statements during the SEC probe.

    •    Perjury:

    •    Lying under oath about his role in the deal.

Key Takeaways

    •    AutoLotto overpaid by $9 million to acquire the Mexico Gaming Companies, inflating its financials.

    •    Komissarov used an alias (“Vlad”) and encrypted emails to conduct the deal.

    •    The SEC later investigated, leading to obstruction and perjury charges.