Due Diligence Brief — Wellfleet Investments, LLC

Bottom line up front

REAL & REGISTERED — BUT WRONG-FIT, ELEVATED RISK

Wellfleet is not a credential scam. It is a genuine, long-registered FINRA/SIPC/SEC broker-dealer (CRD #18488). But its demonstrated business is small-cap / OTC "toxic" convertible-note and PIPE financing in the orbit of the J.P. Carey group — not institutional capital-raising for a pre-revenue AI-hardware company. For AuraVision specifically — pre-revenue hardware plus a crypto token — this is a poor and elevated-risk fit.

Confidence: high on entity & registration facts (public records); medium on the current disclosure record of specific individuals (FINRA serves these as PDFs — verify live by CRD). Unresolved: the exact identity and registration status of the sender, "James P. Canouse."

01Claims, verified

What they stated	Verdict	Basis
"Registered with the SEC"	VERIFIED	As a broker-dealer, SEC# 8-36769 (not as an investment adviser). FINRA BrokerCheck firm #18488
"Member of FINRA"	VERIFIED	FINRA + SIPC member. BrokerCheck #18488
"Investment banking firm"	GENEROUS	A registered BD doing small PIPE / private-placement / finder work — real, but micro-cap scale, not venture/institutional banking.
"HQ'd in New York"	VERIFIED	Registered street office in Floral Park, NY; the Great Neck PO box is only the mailing address. BrokerCheck / business filings

The two load-bearing regulatory claims check out. The "PO-box-only" worry is largely explained by a real registered address on file.

02The firm

Wellfleet Investments LLC — CRD #18488, SEC #8-36769, FINRA + SIPC member; a long-standing broker-dealer registration (not a newly minted shell).
Control: associated with the J.P. Carey group (J.P. Carey Enterprises / Securities / Capital Markets — Alpharetta, GA; the Canouse family). ~7 associated representatives.
Business: investment banking / PIPEs / private placements and placement-agent & managed-account referral ("finder") arrangements — not evidence of institutional capital-raising scale.
Website (wellfleetinvestments.com): substantive bios, but thin on proof — no named completed transactions, no client list, no AUM. The headline "$22B+ investor network" is unverifiable marketing.
Real-world deal profile: the findable recent engagement is BitFrontier Capital / EVERMIND (OTCID: BFCH) — a sub-penny OTC "turnaround" shell, ~$150k→$1.5–2M raise. This indicates the actual scale and client type: micro-cap / OTC, not venture rounds. press release, Aug 21 2025

03The people

James P. Canouse — the sender

Could not independently verify a FINRA registration for "James P. Canouse." Either (a) not a registered rep, or (b) an alternate name tied to Joseph Carey Canouse (public-record aggregators list "James" as an alternate name). The 404 (Atlanta) cell fits the Georgia J.P. Carey base, not NY. Ask him directly for his CRD number.

Joseph Carey Canouse — CRD #1708293

Principal (previously registered). Regulatory disclosure: a 1999 NASD Acceptance, Waiver & Consent — censured and fined $10,000 for acting as president of J.P. Carey Securities while his registration was inactive. FINRA disciplinary record p007545

Jeffrey M. Canouse — CRD #2661573

Listed VP; ~13 yrs at J.P. Carey, currently registered. No specific disclosures surfaced in open search, but the live BrokerCheck PDF was not machine-readable — verify by CRD.

Patrick Primavera — CRD #3124567

Signs the NDA as "Manager" (the email called him "Head of Investment Banking" — a title inconsistency). Series 7/24/63/55/57; ~27 yrs claimed. A secondary source reports no customer disputes/regulatory actions — confirm on BrokerCheck.

04The J.P. Carey context

Wellfleet operates in the orbit of the J.P. Carey group, a recognizable name in "toxic" convertible-note / PIPE financing of distressed micro-caps, with a documented pattern of litigation with the companies it finances:

J.P. Carey Enterprises v. Cuentas (Next Group Holdings) — GA Court of Appeals, 2021: a convertible-note default dispute; the court found the note's default provisions were unenforceable penalties. law.justia.com a21a0703
Friendable, Inc. — J.P. Carey convertible notes with deep-discount conversion mechanics typical of toxic-lender structures. SEC EDGAR 10-K
Older Fulton County, GA litigation alleging fraud/misrepresentation against J.P. Carey entities (defendants prevailed on summary judgment, 2005).

Wellfleet is a registered dealer — the compliant way to operate this model — but the ecosystem and reputation are penny-stock, dilutive-financing, and litigious. No advance-fee / boiler-room scam report specifically naming Wellfleet was found.

05The NDA they sent — already signed

Note: per the DocuSign record, this NDA was already executed by AuraVision's CFO on 15 Oct 2026, and by Patrick Primavera for Wellfleet. It is a binding agreement. The good news: the document itself is benign.

What it does

Mutual — obligations run both ways.
Term: 1 year (short, founder-friendly).
No fee, no retainer, no exclusivity, no commitment — §9 creates no agency/partnership and obligates neither party to transact.
Standard confidentiality scope + normal carve-outs.

The one clause with teeth — §10 Non-Circumvention

For 1 year, you can't do a deal with any contact they introduce that bypasses them, absent written consent.
Scoped to contacts they introduce — your own investors/relationships are not restricted. Before any introduction, it has little bite.
But accepting an introduction entangles you (and their fee) with that investor for a year.
Enforcement is aggressive: injunction without proving damages or posting bond, plus attorney-fee indemnification (§12).

The signed NDA alone is low-harm. The real exposure is downstream — the engagement letter it is an on-ramp to (retainer + success fee + warrants — none of which is in this document) and letting them introduce you to their (dilutive/micro-cap) network, which §10 then locks you to.

06Flags

Green — mitigating

Genuine FINRA / SIPC / SEC broker-dealer, long-standing low-number CRD.
Real NY street address on file (PO box is just mailing).
Named, CRD-matched reps; domain email, not free Gmail.
At least one verifiable (if tiny) real engagement.
No scam / advance-fee report naming the firm.

Red — concerning

Sender's own FINRA registration unverified — get his CRD.
Deep ties to J.P. Carey toxic-convertible-note / penny-stock financing & litigation history.
A principal carries a prior NASD censure + fine.
Track record is micro-cap, far from institutional venture scale; "$22B network" unverifiable.
Willingness to engage a crypto-token startup — where AuraVision has the most to lose.
Thin website; title inconsistency; Atlanta cell for a "NY firm."

07Recommendations

Don't engage as a capital partner. If curious, a single intro call costs little — but sign nothing further, pay nothing, and share no non-public AuraVision or $PSI materials.
Get James Canouse's CRD and confirm he is registered/authorized to solicit before any real conversation. An unregistered person soliciting a securities engagement is a stop sign.
Never pay an upfront or monthly retainer — and have a securities lawyer review any engagement letter (scrutinize exclusivity, tail, success-fee %, warrants, term).
The token changes who can credibly and legally place capital. Loop in counsel given $PSI before any token-adjacent discussion.
Align internally: the CFO has already executed a non-circumvention agreement binding the company — ensure leadership is aligned before Wellfleet introduces any contact.

08Key sources

FINRA BrokerCheck — firm #18488 · brokercheck.finra.org/firm/summary/18488
FINRA disciplinary record (Joseph Canouse) · finra.org/…/p007545.pdf
BrokerCheck individuals — 1708293 · 2661573 · 3124567 · 1478788
J.P. Carey Enterprises v. Cuentas — GA Court of Appeals, a21a0703
SEC IAPD / EDGAR — adviserinfo.sec.gov (no investment-adviser registration found) · EDGAR
Firm site — wellfleetinvestments.com