SEC v. RIPPLE LABS INC, No. 5:19-CV-00958, Central District of California (May 23, 2019) — Complaint

COMPLAINT 1

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GARY Y. LEUNG (Cal. Bar No. 302928)
Email:  [email protected]
PETER DEL GRECO (Cal. Bar No. 164925)
Email:  [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Alka N. Patel, Associate Regional Director
Amy Jane Longo, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

vs.

DANIEL PACHECO,

Defendant, and

EPROFIT SYSTEMS LLC,
MATTHEW LOPEZ, FINTACT
SOLUTIONS GROUP LLC,
FINTACT PAYMENT SOLUTIONS
LLC, MARITUS REGALIS LLC,
GABTTA LLC, and TRIDENT
COMMERCE LLC,

Relief Defendants.

 Case No.  5:19-cv-958

COMPLAINT

COMPLAINT 2

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Plaintiff Securities and Exchange Commission (“SEC”) alleges:

JURISDICTION AND VENUE

1. The Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),

78u(d)(3)(A), 78u(e) & 78aa(a).

2. Defendant has, directly or indirectly, made use of the means or

instrumentalities of interstate commerce, of the mails, or of the facilities of a national

securities exchange in connection with the transactions, acts, practices and courses of

business alleged in this complaint.

3. Venue is proper in this district pursuant to Section 22(a) of the Securities

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),

because certain of the transactions, acts, practices and courses of conduct constituting

violations of the federal securities laws occurred within this district, and because

Defendant resides in this district.

SUMMARY

4. This enforcement action concerns defendant Daniel Pacheco’s fraudulent

and unregistered offering of securities through his multilevel marketing company,

IPro.  From January 2017 through March 2018, Pacheco and IPro raised more than

$26.5 million from investors nationwide through the sale of “IPro packages.”  These

packages contained instructional materials on how to profitably engage in e-

commerce, and provided purchasers with a recruitment-based compensation plan and

the ability to convert “points” into a digital asset, or cryptocurrency, that IPro was

disseminating to the public through the sale of its packages.  Points were awarded

both as a rebate on the purchase of packages and as a separate bonus for the

recruitment of others to IPro.

5. The cryptocurrency was called “PRO Currency”, and Pacheco

COMPLAINT 3

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represented to IPro investors that IPro would create an ecosystem in which e-

commerce would be conducted in PRO Currency-based transactions, thus providing

PRO Currency with substantial long term value.

6. IPro, however, was a fraudulent pyramid scheme.  Crucially, Pacheco

misallocated and misappropriated substantial amounts of investor funds to the point

that IPro had insufficient funds to honor its obligations under the recruitment

compensation plan that had enticed investors to join the IPro program.  Among other

things, Pacheco used IPro funds to purchase a multi-million dollar house, transfer

millions of dollars to entities controlled by him, and buy a Rolls Royce for his

personal use.  Thus, despite its promises to investors, IPro lacked funds to pay

promised commissions and bonuses and the pyramid scheme accordingly collapsed in

March 2018.

7. By engaging in a fraudulent scheme through IPro’s offer and sale of its

packages, Pacheco violated the antifraud provisions of Section 17(a) of the Securities

Act of 1933 (“Securities Act”) and Section 10(b) of the Securities Exchange Act of

1934 (“Exchange Act”) and Rule 10b-5 thereunder, as well as the securities offering

registration provisions of Section 5 of the Securities Act.

8. The SEC seeks permanent injunctions prohibiting future violations of the

federal securities laws and an order requiring defendant and the relief defendants to

disgorge their ill-gotten gains, along with pre-judgment interest, and imposing a civil

penalty on the defendant.

DEFENDANT

9. Defendant Daniel Pacheco, age 45, is a resident of San Clemente,

California.  He was the sole member of IPro Solutions LLC and IPro Network LLC,

two California limited liability companies that Pacheco formed on or about June 2017

(collectively, “IPro”).  IPro is now defunct.  Pacheco is also the sole member of relief

defendant E Profit Systems LLC, another California limited liability company that

Pacheco formed in October 2017.  Neither Pacheco nor IPro have been registered

COMPLAINT 4

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with the SEC in any capacity.

RELIEF DEFENDANTS

10. Relief Defendant E Profit Systems LLC is a California limited liability

company that is located in Irvine, California.  E Profit Systems LLC is not registered

with the SEC in any capacity.

11. Relief Defendant Matthew Lopez, age 43, is a resident of Phoenix,

Arizona.  He is the co-managing member of relief defendants Fintact Payment

Solutions LLC, Fintact Solutions Group, and Trident Commerce LLC, and the sole

managing member of relief defendants Maritus Regalis LLC and Gabtta LLC.  Lopez

has never been registered with the SEC in any capacity.

12. Relief Defendant Fintact Payment Solutions LLC was a Wyoming

limited liability company that relief defendant Lopez formed in December 2016.

Fintact Payment Solutions LLC was located in Las Vegas Nevada, but is now

defunct.  Fintact Payment Solutions LLC was not registered with the SEC in any

capacity.

13. Relief Defendant Fintact Solutions Group LLC was a Wyoming limited

liability company that relief defendant Lopez formed in March 2017 and is now

defunct.

14. Relief Defendant Maritus Regalis LLC is a Nevada limited liability

company that relief defendant Lopez formed in December 2016.  Maritus Regalis

LLC is located in Las Vegas, Nevada and is not registered with the SEC in any

capacity.

15. Relief Defendant Gabtta LLC is a Wyoming limited liability company

that relief defendant Lopez formed in December 2016.  Gabtta LLC is located in Las

Vegas, Nevada and is not registered with the SEC in any capacity.

FACTUAL ALLEGATIONS

A. The IPro Packages

16. IPro began operations in early 2017, when it started an investment

COMPLAINT 5

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program that offered on-line instructional materials – the IPro packages – for sale.

These materials purported to educate purchasers on how to establish and operate a

successful e-commerce business.

17. For an additional $50 annual activation fee, purchasers of IPro packages

could also become what IPro called “active members” of IPro, with the potential to

become “independent sales associates” or “premium independent sales associates” of

IPro (collectively, “IPro members”).

18. From its inception in 2017 through March 2018, IPro’s membership

grew rapidly, reaching approximately 20,000 members and raising at least $26.5

million through the sale of its packages in less than a year-and-a-half.

19. IPro claims that it operates a legitimate multilevel marketing enterprise

(“MLM”) and that its customers are motivated only by a desire to purchase IPro’s e-

commerce instructional materials.

20. The e-commerce instructional materials, however, were not the sole or

even most salient component of the IPro packages.

21. First, for a $50 activation fee, purchasers of the IPro packages also

gained the right to participate in IPro’s “iPN Compensation Plan” and earn

compensation through the recruitment of other members to IPro.

22. In addition, purchasers of the IPro packages received rebate rewards and

recruitment bonuses in the form of a cryptocurrency – PRO Currency – which,

according to Pacheco and IPro, also had the potential to increase in value.

23. Thus, there were three ways purchasers of the IPro packages could

potentially make money:  (i) by putting into effect the e-commerce lessons taught in

the IPro packages’ instructional materials and starting an online retail business; (ii) by

paying the $50 activation fee, becoming an IPro member, and then recruiting new

members to IPro who would buy packages, who would in turn recruit others new

members to IPro, and so on; and (iii) by converting rewards points – earned when

purchasing IPro packages and when recruiting others to IPro – into PRO Currency,

COMPLAINT 6

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with the hope that that the cryptocurrency would appreciate in value.

1. IPro’s Recruitment Compensation Plan

24. When purchasers of IPro packages paid a $50 activation fee, those

purchasers were eligible under IPro’s “iPN Compensation Plan” to earn a “Direct

Sales Bonus,” “10% Binary Bonus,” “Matching Bonus,” and “Leadership Bonus” as

an “Independent Sales Associate” of IPro, or IPro member.

25. To earn these bonuses under the iPN Compensation Plan, IPro members

recruited new members to IPro.

26. In a marketing presentation entitled “What is iPro Network?” that was

published on the internet in or around February 2017, Pacheco described the iPN

Compensation Plan as follows, emphasizing the income that purchasers of IPro

packages could earn by recruiting new IPro members, who would in turn, through

multiple “levels” of recruitment, bring additional members to IPro:

So this is a very, very simple compensation plan, but it’s
extremely generous.  So let me break it down this way.  Now I’ve
been, like I said, just shy of 11 years in the [multi-level marketing]
industry, and one of the things that I like the most is always
having fast cash, being able to make money today.  And with this
program, there’s five different levels of membership.  There [are]
$100, $500, $1,500, $2,500, and $5,500.

27. In the video posted on the internet, Pacheco described the iPN

Compensation Plan’s “direct sales bonus” as follows:

Now there’s a 10% direct sale bonus on any package sold directly
by you.

28. Pacheco also described the iPN Compensation Plan’s “binary bonus” in

the video:

Now the binary bonus.  Now, folks, I love the binary.  I’ve been in
the binary since day one, and I absolutely love the binary and
here’s the reason why … You can earn from you down to infinity
with no levels to qualify.  You get to override every single
person’s volume in your organization, including spillover,

COMPLAINT 7

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including the volume that I get just for being in a good, strong
team where people are placing people below me even though I
didn’t put them there.  And so that is huge because you get to
override everything and 10 percent of your weaker team volume is
what you’re going to get … Now I’ve been – I made seven figures
– multiple companies, multiple times in this industry because of
the binary.

29. As for the iPN Compensation Plan’s “matching bonus,” Pacheco stated

in the video that:

So we have the matching bonus, and the matching bonus works
this way … You could literally max out our compensation plan
going as wide as you want to go four levels deep on the matching
bonuses.  And then on the binary you could go to unlimited depth.
So you have the best of both worlds.  But this isn’t one of those
weak compensation plans where they give you like 10% first
level, then next level you go to five [percent], then the third level
you go to like 1 percent, and then you go to like – you have .25
[percent] the deeper you go, the less and less and less you get
paid.  This is 10 [percent], 10 [percent], 20 [percent], 20 [percent],
very, very easy, very profitable, very generous compensation plan
on the matching bonuses.

30. Finally, Pacheco described the iPN Compensation Plan’s “leadership

bonus” in the video as follows:

[I]t doesn’t stop there.  We have our leadership rank bonus.  Now
this is huge, guys, because if you understand leadership
advancement, you’re going to find out that this is where the big,
big money is made … This is life-changing income, folks.  When
you go through the leadership ranks and actually get to override
your entire team’s volume, this is huge.

31. As reflected in IPro’s marketing materials, the recruitment bonuses

available through the iPN Compensation Plan were in fact an important part of a

purchaser’s decision to buy an IPro package, and they were marketed as such.

32. A majority of the individuals who purchased IPro’s packages paid the

$50 activation fee, which allowed them to earn recruitment bonuses through IPro’s

COMPLAINT 8

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iPN Compensation Plan.

33. In addition, many IPro members bought multiple packages, packages

that would be superfluous if not for the additional points awarded in the form of

rebate rewards.

34. Accordingly, IPro members did not purchase IPro packages solely for

the e-commerce instructional materials.  Rather, purchasers of IPro packages were

paying money to IPro in exchange for the right to sell IPro packages on their own, as

well as the right to receive compensation for recruiting other participants to the

investment program, recruitment compensation that was not related to the sale of the

e-commerce educational component of the packages to someone actually interested in

using those materials.

2. IPro’s Cryptocurrency Rewards Program

35. On or about early-2017, a third-party doing business as PRO Commerce

created and began issuing a digital asset called PRO Currency.

36. According to Pacheco, PRO Currency is a cryptocurrency.

37. PRO Commerce claims that PRO Currency is based on an open-source

blockchain, or distributed ledger of transactions, that is developed through the “proof-

of-stake” method of transaction validation.

38. “Proof-of-stake” validation for the PRO Currency blockchain, as

described by PRO Commerce, occurred whenever a transacting party’s computer

connected to a decentralized computer network, with validation occurring in the

transacting party’s online “wallet.”

39. In 2017, PRO Commerce arranged for PRO Currency to trade on several

public digital asset exchanges.

40. PRO Commerce transferred more than 200 million PRO Currency coins

to IPro in 2017-2018.

41. In exchange for creating PRO Currency and providing IPro with more

than 200 million PRO Currency coins, IPro transferred about $415,000 to PRO

COMPLAINT 9

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Commerce from February to October 2017.

42. IPro then disseminated those PRO Currency coins to purchasers of IPro

packages in the form of rewards rebates and recruitment bonuses.

43. Specifically, as an incentive to purchase its packages, IPro provided

package purchasers with PRO Reward Points in an amount equal to or greater than

the cost of the IPro package purchased, depending on the price of the package, with

those points being convertible into PRO Currency.

44. In addition, IPro also paid recruitment bonuses to its members in the

form of points, with each point being worth $1.  IPro members could later redeem up

to 70% of their recruitment bonus points for a cash payout from IPro.  As for the

remaining 30% of their recruitment bonus points, those points were convertible into a

“coin back reward,” which they received in the form of PRO Currency.

45. The opportunity to earn rebate rewards and recruitment bonuses in the

form of a digital asset, or cryptocurrency, was a further enticement for those

interested in participating in IPro’s investment program.

46. In his “What is iPro Network?” online presentation, published on or

about February 27, 2017, Pacheco explicitly analogized PRO Currency to Bitcoin,

another cryptocurrency that was the object of significant investor interest in 2017.

After explaining that PRO Currency’s current market value was 2.5 cents per coin,

Pacheco explained:

Now think about this, okay?  Seven years ago, Bitcoins were
worth nothing.  But today they’re worth 900. Now let’s say these
[PRO Currency] coins in seven years are not worth $900.  Let’s
say they were only worth a dollar.  Would you be upset?  Let me
see that by a show of hands?  Would anybody be upset? … Now
what if they went to $2.  Would you be happy?  Okay, I see a lot
of hands going up, yes, yes, yes, yes.  Now who would be
unhappy?  (Laughter.)  Well, I don’t think anybody would be
unhappy.

47. Pacheco and IPro also organized IPro-sponsored member events, and

COMPLAINT 10

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arranged for a celebrity endorser to market the investment aspects of PRO Currency

at several of these events taking place across the country in 2017.

48.   According to that endorser:

Now, obviously, we’ve seen so many new ideas it’s rare that one
stands out and captivates my attention.  But I’m here to tell you
that I think I’ve come across something that could become one of
the most profitable opportunities I’ve ever been involved with.
This is the space of digital currency, what’s commonly referred to
as cryptocurrency … These are coins.  And the values in this
cryptocurrency market are exploding all over the place and people
are winning big time.  But this industry has been waiting for a new
currency to emerge, one that possesses the capability to transact at
lightning speeds, one that has one of the most sophisticated
securities available today.  Now, ladies and gentlemen, I’d like to
introduce you to PRO Currency …”

49. IPro posted video of these events online and Pacheco approved the

statements made during these promotional events prior to their publication on the

internet.

50. It was Pacheco who came up with the idea to implement a rewards

program that was not just cash back, but also allowed purchasers of IPro packages to

redeem their rewards points for a cryptocurrency.

51. As he put it:  “Crypto right now is a new thing that people like.  And

from a marketing stand point, it gives … a little bit of a sizzle that nobody else has.”

The cryptocurrency “angle” for IPro multi-level marketing packages put IPro “ahead

of the curve” and made their product more attractive to purchasers.

52. The value of PRO Currency acquired through rebate rewards or

recruitment bonuses, however, was dependent on Pacheco’s and IPro’s ability to

generate users of the coin; in other words, finding a segment of the market that would

“interact” with PRO Currency, by using the coin to conduct e-commerce transactions.

53. Pacheco described this as “usability.”  Without usability, PRO Currency

coins had no value.

COMPLAINT 11

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54. In his own video presentation, Pacheco asserted that PRO Currency had

investment value because of its unique usability:

[C]ryptocurrency in today’s [multi-level marketing] era is just –
it’s just huge … And right now, cryptocurrency, folks, it’s in the
infancy stages, but it’s no longer the future; it’s the here and now
… So let’s talk about what’s relevant to everybody here today,
which is the new way of acquiring cryptocurrency without having
to do the heavy lifting, without having to mine out, without having
to geek out on the subject and just learn all the technical aspects of
it.

***
Because right now, folks, about 90 percent or 95 percent of all the
cryptocurrencies that are out there exist only for speculation, and
we’re not that.  So [IPro] is both the speculation plus the
usability and creating the marketplace so that people can actually
use their cryptocurrency. (Emphasis added.)

***
It is connecting people through business, through ecommerce,
through our network with cryptocurrency.  And this is huge
because it solves the biggest challenge that the majority of
cryptocurrencies have, which is acceptance.

***
The [IPro] business program allows people to get paid 70 percent
via currency or cash and 30 percent in crypto.

55. Consistent with this, IPro and Pacheco claimed to be developing an e-

commerce platform in which vendors and suppliers would engage in the sale of goods

and services with consumers through transactions paid for with PRO Currency coins.

56. To accomplish that goal of developing an ecosystem for the use of PRO

Currency, Pacheco claimed that he was:  (i) working to attract vendors and retailers

who would accept PRO Currency when transacting sales on the IPro e-commerce

platform; (ii) developing a mobile software application that IPro members could use

to buy goods and services, and thus earn additional Points convertible into PRO

Currency; (iii) buying millions of dollars of retail product inventory that he intended

to supply to IPro members, who would then create and stock online stores that

COMPLAINT 12

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accepted PRO Currency as payment; and (iv) organizing live and online events that

promoted IPro’s packages and touted the many ways IPro members could earn

additional Points convertible into PRO Currency.

57. Further, IPro and Pacheco also arranged for PRO Currency to be listed

on several cryptocurrency exchanges.  This enabled secondary trading in PRO

Currency, which also enhanced the usability, accessibility, and value of the coin.

58. It was additionally important for PRO Currency to be listed on

cryptocurrency exchanges because the exchange-traded price of PRO Currency

established a price point for IPro to use whenever purchasers of IPro packages

requested that their rewards (set in dollar amounts) be converted into PRO Currency.

59. Pacheco and IPro consequently took steps to encourage speculation in

PRO Currency by:  (i) placing time and volume restrictions on IPro members’ ability

to convert points into PRO Currency in order to support its market price; and (ii)

endorsing the market’s valuation of PRO Currency by using its market price as the

basis for calculating the PRO Currency coins awarded to IPro members redeeming

their rebate rewards and/or recruitment bonuses.

60. In sum, as demonstrated by IPro’s marketing materials, the purchasing

decisions made by its members, and the structure of IPro’s recruitment-based iPN

Compensation Plan, investors purchased IPro’s package so that they could generate

passive income by:  (i) recruiting new members, who recruit additional new

members, who recruit yet more new members, therefore entitling that IPro member to

progressively larger recruitment bonuses; and (ii) converting rebate rewards and

recruitment bonuses in order to amass PRO Currency coins, a cryptocurrency whose

value might rise on cryptocurrency exchanges as a result of IPro’s marketing efforts.

B. Fraudulent Misuse of Investor Proceeds

61. The IPro investment program was heavily subscribed, quickly raising at

least $26.5 million through the sale of IPro packages from January 2017 through

March 2018.

COMPLAINT 13

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62. Pacheco and IPro sold packages to investors online and in-person.

63. Pacheco controlled and had signatory authority for all of IPro’s financial

accounts, and he used that authority to engage in the rampant misuse of these investor

proceeds.

64. Pacheco represented to IPro members that for an activation fee, they

would be paid recruitment bonuses in accordance with IPro’s iPN Compensation

Plan.

65. IPro’s iPN Compensation Plan historically required it to pay out

recruitment bonuses in an amount that ranged from 58% to 65% of all incoming

revenue from the sale of IPro packages, depending on the month.

66. Because 70% of recruitment bonuses were paid by IPro in cash (with the

remaining 30% convertible to PRO Currency), IPro was required to set aside 41.5-

45.5% of all incoming funds for the payment of commissions and bonuses.

67. Contrary to IPro’s iPN Compensation Plan, however, from January 2017

through August 2018, only 29.3% of all incoming funds were paid out to IPro

members as commissions and bonuses, falling far short of the 41.5-45.5% that IPro

was obligated to pay out.

68. Conversely, if IPro spent more than 54.5-58.5% of all incoming funds on

other expenses, insufficient funds would be left for IPro to honor its commitments to

IPro members.  That is precisely what happened here.

69. From January 2017 through August 2018, Pacheco incurred expenses on

about 68% of investor proceeds – more than $18 million – for reasons other than the

payment of commissions and bonuses pursuant to the iPN Compensation Plan.

70. Among other things, Pacheco:

• Spent roughly $2.5 million in IPro funds to purchase a luxury
home in Redlands, California in an all-cash transaction;

• Caused about $1.925 million in IPro funds to be transferred to
Accept Success Corporation, an entity held in his daughter’s name

COMPLAINT 14

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which Pacheco nonetheless controlled;

• Caused another approximate $2 million to be transferred to E
Profit Systems LLC and another limited liability company under

Pacheco’s control, of which approximately $600,000 was unjustly

retained; and

• Used about $150,000 in IPro funds to buy a Rolls Royce for his
use.

71. Pacheco’s misallocation of resources left insufficient IPro funds

available for the payment of commissions and bonuses owed to IPro investors.

72. By March 2018, IPro was on the brink of collapse and ceased operations

shortly thereafter.

C. IPro Was an Illegal Pyramid Scheme

73. A pyramid scheme is a type of fraud in which participants profit almost

exclusively through recruiting other people to participate in the program.  A pyramid

scheme is inherently fraudulent because it must eventually collapse.

74. Pacheco engaged in a fraudulent pyramid scheme by soliciting IPro

members through false and misleading means, including websites, promotional

conferences, and in-person meetings, in which he touted the profit-making aspects of

IPro’s iPN Compensation Plan, while at the same time diverting IPro funds for his

own benefit.

75. Pacheco’s misappropriation of proceeds raised from the sale of IPro

packages consequently hastened the IPro pyramid scheme’s inevitable collapse.

D. IPro’s Sale of Its Packages Involved the Unregistered Sale of Securities

76.  Federal securities laws require that companies disclose certain

information through the registration of the offer or sale of securities with the SEC.

This information allows investors to make informed judgments about whether to

purchase a company’s securities.

77. Pacheco offered and sold IPro packages to the general public, including

COMPLAINT 15

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to investors throughout the United States, and raised at least $26.5 million in investor

proceeds in 2017 through March 2018.

78. Pacheco’s offer and sale of IPro packages was an offering of securities

because the IPro packages involved:  (i) an investment in a pyramid scheme; and/or

(ii) an investment in the PRO Currency digital assets, and therefore must be

registered with the SEC unless an exemption applies.

79. Pacheco’s offer and sale of IPro packages was not registered with the

SEC.

80. No registration exemption applied to Pacheco’s offer and sale of IPro

packages.

1. The Recruitment Bonus Component of the IPro Packages

Constituted an Investment Contract

81. Purchasers of IPro packages made an investment of money by paying a

$50 activation fee in exchange for the right to receive passive income through IPro’s

iPN Compensation Plan recruitment bonus structure.

82.  Pacheco pooled all proceeds raised from IPro’s sale of its packages in

IPro’s corporate accounts, and claimed to have spent a portion of those proceeds to

support the growth of the IPro MLM network.

83. Individual IPro members, i.e., purchasers of the IPro packages who

sought to participate in its iPN Compensation Plan by recruiting others, depended on

Pacheco’s maintenance and expansion of the IPro network in order for them to

receive the recruitment bonuses owed to them under the compensation plan.

84. Further, since recruitment bonuses were partly convertible into PRO

Currency, the expansion of the IPro network and any profits to be generated through

an IPro member’s participation in the network also depended on Pacheco’s efforts to

establish PRO Currency’s “usability” and market value as a digital asset.

85. To achieve this, Pacheco and IPro were responsible for:  acquiring a

supply of PRO Currency to distribute to others; developing a mobile-device

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application that would disseminate PRO Currency to even more users as shopping

rebates; developing an e-commerce platform in which services and goods would be

sold in exchange for PRO Currency; and organizing live and online events promoting

the Packages and their incorporated PRO Currency rebate rewards and recruitment

bonuses.

86. Unless IPro succeeded in the efforts described above, PRO Currency

would lack value and be unusable, a significant selling point for IPro’s packages

would be lost, and participants in the IPro network’s iPN Compensation Plan would

have been substantially hindered in their attempt to recruit others to IPro, and thereby

receive passive income in the form of a recruitment bonus.

2. The Points Convertible into PRO Currency Component of the

IPro Packages Constituted an Investment Contract

87. To receive rebate rewards or recruitment bonuses in the form of points

that were convertible into PRO Currency, IPro members had to purchase IPro

packages and pay a $50 activation fee, which constituted an investment of money.

88. Proceeds from IPro’s sale of packages were pooled together in IPro’s

corporate accounts, and Pacheco claimed that he used these funds in part to finance

his efforts to support the growth and acceptance of PRO Currency by enhancing its

usability.

89. Purchasers of IPro packages were led to believe that the PRO Currency

component of the package would increase in value as IPro and Pacheco “connect[ed]

people through business, through ecommerce, through our network with

cryptocurrency,” by developing an e-commerce platform in which retailers and

vendors would accept PRO Currency as a form of payment.

90. Among other things, Pacheco claimed to be:  (i) finding retailers and

vendors willing to transact in PRO Currency; (ii) stocking inventory for use by IPro

members interested in establishing an e-commerce site of their own that would accept

PRO Currency as payment; and (iii) developing a mobile software application that

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IPro members could use to buy and sell goods and in doing so, earn additional points

convertible into PRO Currency.

91. Pacheco and IPro were accordingly responsible for promoting,

developing, and creating an ecosystem in which PRO Currency would be usable,

without which, the PRO Currency coin would have no value.

92. Pacheco was an active participant and had a necessary role in IPro’s

unregistered securities offering.  He controlled IPro, he was its public face, and

Pacheco extensively promoted the IPro packages online and during in-person events.

E. Pacheco’s Role in IPro’s Fraudulent Securities Offering

93. Pacheco ran IPro and controlled the transfer of funds in and out of its

corporate accounts.

94. Pacheco paid PRO Commerce to develop a purportedly proprietary

cryptocurrency, PRO Currency, and established the means for broadly distributing

that digital asset to the public through IPro’s offer and sale of its packages.

95. Pacheco approved the design and structure of IPro’s iPN Compensation

Plan.

96. Pacheco knew, or was reckless in not knowing, that by misappropriating

and misallocating vast sums of IPro corporate funds, IPro would have insufficient

funds to meet its recruitment bonus obligations under the iPN Compensation Plan to

IPro members.

97. Pacheco knew, or was reckless in not knowing, that his misappropriation

and misallocation of vast sums of IPro corporate funds rendered the representations

he made in IPro’s iPN Compensation Plan false and misleading.

98. Pacheco knew, or was reckless in not knowing, that his misappropriation

and misallocation of vast sums of IPro corporate funds would result in the collapse of

the IPro pyramid scheme.

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F. The Relief Defendants’ Receipt of Investor Funds

1. IPro’s Dispute with Fintact

99. Approximately half of the $26.5 million raised by IPro was processed

through Fintact Payment Solutions LLC, Fintact Solutions Group LLC (collectively,

“Fintact”), and its principal, relief defendant Matthew Lopez (“Lopez”).

100. Fintact did not have a state license to conduct business as a payment

processor.

101. Fintact nonetheless collected funds from purchasers of the IPro

packages, paid the cash amount of the recruitment bonuses due to those purchasers,

and also paid other expenses incurred by IPro, before forwarding the remainder of

those IPro funds to IPro after deducting its own fee.

102. Fintact, however, failed to transfer to IPro millions of dollars of the

funds it had received from purchasers of the IPro packages, and Lopez caused a

portion of those funds to be transferred to three limited liability companies controlled

by him, relief defendants Maritus Regalis LLC, Gabtta LLC, and Trident Commerce

LLC, as well as to Lopez’s personal financial accounts.

103. By autumn 2017, Fintact was no longer processing payments for IPro

packages and ceased doing business with the company.

104. In February 2018, IPro filed a civil action against Fintact in the U.S.

District Court for the Southern District of Texas.

105. In July 2018, IPro voluntarily dismissed its lawsuit against Fintact.  On

information and belief, IPro has not refiled its suit nor has it undertaken any

substantial efforts to recover its investors’ funds.

a. Relief defendant Lopez

106. From May to August 2017, Fintact transferred approximately $210,000

in investor funds to Lopez’s personal financial accounts.

107. In March and May 2017, Fintact transferred about $40,000 in investor

funds to an automobile dealership for the purchase and maintenance of a car for

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Lopez.

108. Because these investor proceeds were raised through an unregistered,

fraudulent securities offering, and because Lopez has no entitlement to those funds,

Lopez obtained  an ill-gotten gain under circumstances in which it is not just,

equitable, or conscionable for him to retain those funds.

b. Relief defendant Maritus Regalis LLC

109. In August 2017, Fintact transferred approximately $3.3 million in

investor funds to Maritus Regalis LLC, an entity that Lopez controlled.

110. In October 2017, Maritus Regalis LLC transferred $2 million to

Pacheco-controlled limited liability companies, one of which was relief defendant E

Profit Systems LLC.

111. Because Maritus Regalis LLC received $1.3 million in investor proceeds

that were raised through an unregistered, fraudulent securities offering, and because

Maritus Regalis LLC has no entitlement to those funds, Maritus Regalis LLC

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or

conscionable for it to retain those funds.

c. Relief defendant Gabtta LLC

112. In August 2017, Fintact transferred approximately $1.2 million in

investor funds to Gabtta LLC, an entity that Lopez controlled.

113. Because Gabtta LLC received those investor proceeds that were raised

through an unregistered, fraudulent securities offering, and because Gabtta LLC has

no entitlement to those funds, Gabtta LLC obtained an ill-gotten gain under

circumstances in which it is not just, equitable, or conscionable for it to retain those

funds.

d. Relief defendant Trident Commerce LLC

114. In August 2017, Fintact transferred approximately $1 million in investor

funds to Trident Commerce LLC, an entity that Lopez controlled.

115. Because Trident Commerce LLC received those investor proceeds that

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were raised through an unregistered, fraudulent securities offering, and because

Trident Commerce LLC has no entitlement to those funds, Trident Commerce LLC

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or

conscionable for it to retain those funds.

e. Relief defendant EProfit Systems LLC

116. In August 2017, Fintact transferred approximately $3.3 million in

investor funds to Maritus Regalis LLC, an entity that Lopez controlled.

117. In October 2017, Maritus Regalis LLC transferred $2 million to

Pacheco-controlled limited liability companies.

118.  As part of those transfers, Maritus Regalis LLC transferred $1 million to

EProfit Systems LLC, an entity controlled by Pacheco, in October 2017.

119. EProfit Systems LLC subsequently transferred approximately $400,000

back to IPro between August 2018 and January 2019.

120. The approximately $600,000 in investor funds that EProfit Systems LLC

retained were raised through an unregistered, fraudulent securities offering.  Because

EProfit Systems LLC has no entitlement to those funds, EProfit Systems LLC

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or

conscionable for it to retain those funds.

FIRST CLAIM FOR RELIEF

Fraud in Connection with the Purchase or Sale of Securities

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c)

(against Defendant Pacheco)

121. The SEC realleges and incorporates by reference paragraphs 1 through

120 above.

122. Defendant Pacheco engaged in a fraudulent scheme in which he raised

$26.5 million through the sale of IPro packages to investors who sought to profit

from those packages by:  (i) participating in a recruitment compensation plan

constructed by Pacheco in which IPro represented that they would receive profits

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through the recruitment of others to the IPro program; and (ii) receiving, in exchange

for their investment of money, rebate rewards and recruitment bonus compensation

convertible into a cryptocurrency, PRO Currency, which they hoped would appreciate

in value through Pacheco’s efforts to establish an e-commerce platform in which

sales would be transacted in PRO Currency.  IPro, however, was a fraudulent

pyramid scheme and in addition, Pacheco’s knowing, reckless, and unreasonable

misappropriation and misallocation of substantial amounts of IPro’s corporate funds

rendered IPro unable to meet its obligations under its iPN compensation plan.

123. By engaging in the conduct described above, Defendant Pacheco,

directly or indirectly, in connection with the purchase or sale of a security, and by the

use of means or instrumentalities of interstate commerce, of the mails, or of the

facilities of a national securities exchange:  (a) employed devices, schemes, or

artifices to defraud; and (b) engaged in acts, practices, or courses of business which

operated or would operate as a fraud or deceit upon other persons.

124. Defendant Pacheco, with scienter, employed devices, schemes and

artifices to defraud; and engaged in acts, practices or courses of conduct that operated

as a fraud on the investing public by the conduct described in detail above.

125. By engaging in the conduct described above, Defendant Pacheco

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of

the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and 10b-5(c) thereunder,

17 C.F.R. §§ 240.10b-5(a) & 240.10b-5(c).

SECOND CLAIM FOR RELIEF

Fraud in the Offer or Sale of Securities

Violations of Sections 17(a)(1) and (3) of the Securities Act

(against Defendant Pacheco)

126. The SEC realleges and incorporates by reference paragraphs 1 through

120 above.

127. Defendant Pacheco engaged in a fraudulent scheme in which he raised

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$26.5 million through the sale of IPro packages to investors who sought to profit

from those packages by:  (i) participating in a recruitment compensation plan

constructed by Pacheco in which IPro represented that they would receive profits

through the recruitment of others to the IPro program; and (ii) receiving, in exchange

for their investment of money, rebate rewards and recruitment bonus compensation

convertible into a cryptocurrency, PRO Currency, which they hoped would appreciate

in value through Pacheco’s efforts to establish an e-commerce platform in which

sales would be transacted in PRO Currency.  IPro, however, was a fraudulent

pyramid scheme and in addition, Pacheco’s knowing, reckless, and unreasonable

misappropriation and misallocation of substantial amounts of IPro’s corporate funds

rendered IPro unable to meet its obligations under its iPN compensation plan.

128. By engaging in the conduct described above, Defendant Pacheco,

directly or indirectly, in the offer or sale of securities, and by the use of means or

instruments of transportation or communication in interstate commerce or by use of

the mails directly or indirectly:  (a) employed devices, schemes, or artifices to

defraud; and (b) engaged in transactions, practices, or courses of business which

operated or would operate as a fraud or deceit upon the purchaser.

129. Defendant Pacheco, with scienter, employed devices, schemes and

artifices to defraud; and, with scienter or negligence, engaged in transactions,

practices, or courses of business which operated or would operate as a fraud or deceit

upon the purchaser.

130. By engaging in the conduct described above, Defendant Pacheco

violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1)

and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3).

COMPLAINT 23

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THIRD CLAIM FOR RELIEF

Unregistered Offer and Sale of Securities

Violations of Sections 5(a) and 5(c) of the Securities Act

(against Defendant Pacheco)

131. The SEC realleges and incorporates by reference paragraphs 1 through

120 above.

132. Defendant Pacheco directly or indirectly offered and sold IPro’s

securities in offerings that are not registered with the SEC and that are not subject to a

valid exemption to registration.

133. By engaging in the conduct described above, Defendant Pacheco,

directly or indirectly, singly and in concert with others, has made use of the means or

instruments of transportation or communication in interstate commerce, or of the

mails, to offer to sell or to sell securities, or carried or caused to be carried through

the mails or in interstate commerce, by means or instruments of transportation,

securities for the purpose of sale or for delivery after sale, when no registration

statement had been filed or was in effect as to such securities, and when no

exemption from registration was applicable.

134. By engaging in the conduct described above, Defendant Pacheco has

violated, and unless restrained and enjoined, is reasonably likely to continue to

violate, Sections 5(a) and 5(c), 15 U.S.C. §§ 77e(a) & 77e(c).

FOURTH CLAIM FOR RELIEF

Unjust Enrichment

(against Relief Defendants EProfit Systems LLC, Maritus Regalis LLC, Gabtta

LLC, Trident Commerce LLC, Lopez, Fintact Solutions Group LLC, and

Fintact Payment Solutions LLC)

135. The SEC realleges and incorporates by reference paragraphs 1 through

120 above.

136. Relief defendant EProfit Systems LLC received and then retained

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approximately $600,000 in proceeds from the sale of IPro packages, funds over

which it has no legitimate claim.

137. Relief defendant EProfit Systems LLC obtained the ill-gotten gains

described above as part of the securities law violations alleged above, under

circumstances in which it is not just, equitable, or conscionable for him to retain the

funds.

138. By engaging in the foregoing conduct, EProfit Systems LLC has been

unjustly enriched and must disgorge its ill-gotten gains.

139. Relief defendants Lopez, Fintact Solutions Group LLC, Fintact Payment

Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and Trident Commerce LLC

received approximately $3.5 million in proceeds from the sale of IPro packages,

funds over which they have no legitimate claim.

140. Relief defendants Lopez, Fintact Solutions Group LLC, Fintact Payment

Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and Trident Commerce LLC

obtained the ill-gotten gains described above as part of the securities law violations

alleged above, under circumstances in which it is not just, equitable, or conscionable

for him to retain the funds.

141. By engaging in the foregoing conduct, Lopez, Fintact Solutions Group

LLC, Fintact Payment Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and

Trident Commerce LLC have been unjustly enriched and must disgorge their ill-

gotten gains.

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court:

I.

Issue findings of fact and conclusions of law that Defendant Pacheco

committed the alleged violations.

II.

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of

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Civil Procedure, permanently enjoining Defendant Pacheco, and his agents, servants,

employees and attorneys, and those persons in active concert or participation with

any of them, who receive actual notice of the judgment by personal service or

otherwise, and each of them, from violating Section 17(a) of the Securities Act [15

U.S.C. §77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

III.

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of

Civil Procedure, permanently enjoining Defendant Pacheco and his agents, servants,

employees and attorneys, and those persons in active concert or participation with

any of them, who receive actual notice of the judgment by personal service or

otherwise, and each of them, from violating Sections 5(a) and 5(c) of the Securities

Act [15 U.S.C. §§ 77e(a), 77e(c)].

IV.

Order Defendant and Relief Defendants to disgorge all funds received from

their illegal conduct, together with prejudgment interest thereon.

V.

Order Defendant Pacheco to pay civil penalties under Section 20(d) of the

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15

U.S.C. § 78u(d)(3)].

VI.

Retain jurisdiction of this action in accordance with the principles of equity and

the Federal Rules of Civil Procedure in order to implement and carry out the terms of

all orders and decrees that may be entered, or to entertain any suitable application or

motion for additional relief within the jurisdiction of this Court.

VII.

Grant such other and further relief as this Court may determine to be just and

necessary.

COMPLAINT 26

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Dated:  May 22, 2019
 /s/ Gary Y. Leung

GARY Y. LEUNG
PETER DEL GRECO
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1  
 

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GARY Y. LEUNG (Cal. Bar No. 302928) 
Email:  [email protected] 
PETER DEL GRECO (Cal. Bar No. 164925) 
Email:  [email protected] 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
Michele Wein Layne, Regional Director 
Alka N. Patel, Associate Regional Director 
Amy Jane Longo, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

DANIEL PACHECO, 

Defendant, and 
 

EPROFIT SYSTEMS LLC, 
MATTHEW LOPEZ, FINTACT 
SOLUTIONS GROUP LLC, 
FINTACT PAYMENT SOLUTIONS 
LLC, MARITUS REGALIS LLC, 
GABTTA LLC, and TRIDENT 
COMMERCE LLC, 
 

Relief Defendants. 
 

 Case No.  5:19-cv-958 
 
 
COMPLAINT 
 

 
 
 
  

Case 5:19-cv-00958   Document 1   Filed 05/22/19   Page 1 of 26   Page ID #:1



 

COMPLAINT 2  
 

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Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendant has, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district, and because 

Defendant resides in this district.   

SUMMARY 

4. This enforcement action concerns defendant Daniel Pacheco’s fraudulent 

and unregistered offering of securities through his multilevel marketing company, 

IPro.  From January 2017 through March 2018, Pacheco and IPro raised more than 

$26.5 million from investors nationwide through the sale of “IPro packages.”  These 

packages contained instructional materials on how to profitably engage in e-

commerce, and provided purchasers with a recruitment-based compensation plan and 

the ability to convert “points” into a digital asset, or cryptocurrency, that IPro was 

disseminating to the public through the sale of its packages.  Points were awarded 

both as a rebate on the purchase of packages and as a separate bonus for the 

recruitment of others to IPro.   

5. The cryptocurrency was called “PRO Currency”, and Pacheco 

Case 5:19-cv-00958   Document 1   Filed 05/22/19   Page 2 of 26   Page ID #:2



 

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represented to IPro investors that IPro would create an ecosystem in which e-

commerce would be conducted in PRO Currency-based transactions, thus providing 

PRO Currency with substantial long term value.   

6. IPro, however, was a fraudulent pyramid scheme.  Crucially, Pacheco 

misallocated and misappropriated substantial amounts of investor funds to the point 

that IPro had insufficient funds to honor its obligations under the recruitment 

compensation plan that had enticed investors to join the IPro program.  Among other 

things, Pacheco used IPro funds to purchase a multi-million dollar house, transfer 

millions of dollars to entities controlled by him, and buy a Rolls Royce for his 

personal use.  Thus, despite its promises to investors, IPro lacked funds to pay 

promised commissions and bonuses and the pyramid scheme accordingly collapsed in 

March 2018.          

7. By engaging in a fraudulent scheme through IPro’s offer and sale of its 

packages, Pacheco violated the antifraud provisions of Section 17(a) of the Securities 

Act of 1933 (“Securities Act”) and Section 10(b) of the Securities Exchange Act of 

1934 (“Exchange Act”) and Rule 10b-5 thereunder, as well as the securities offering 

registration provisions of Section 5 of the Securities Act. 

8. The SEC seeks permanent injunctions prohibiting future violations of the 

federal securities laws and an order requiring defendant and the relief defendants to 

disgorge their ill-gotten gains, along with pre-judgment interest, and imposing a civil 

penalty on the defendant.    

DEFENDANT 

9. Defendant Daniel Pacheco, age 45, is a resident of San Clemente, 

California.  He was the sole member of IPro Solutions LLC and IPro Network LLC, 

two California limited liability companies that Pacheco formed on or about June 2017 

(collectively, “IPro”).  IPro is now defunct.  Pacheco is also the sole member of relief 

defendant E Profit Systems LLC, another California limited liability company that 

Pacheco formed in October 2017.  Neither Pacheco nor IPro have been registered 

Case 5:19-cv-00958   Document 1   Filed 05/22/19   Page 3 of 26   Page ID #:3



 

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with the SEC in any capacity.  

RELIEF DEFENDANTS 

10. Relief Defendant E Profit Systems LLC is a California limited liability 

company that is located in Irvine, California.  E Profit Systems LLC is not registered 

with the SEC in any capacity. 

11. Relief Defendant Matthew Lopez, age 43, is a resident of Phoenix, 

Arizona.  He is the co-managing member of relief defendants Fintact Payment 

Solutions LLC, Fintact Solutions Group, and Trident Commerce LLC, and the sole 

managing member of relief defendants Maritus Regalis LLC and Gabtta LLC.  Lopez 

has never been registered with the SEC in any capacity. 

12. Relief Defendant Fintact Payment Solutions LLC was a Wyoming 

limited liability company that relief defendant Lopez formed in December 2016.  

Fintact Payment Solutions LLC was located in Las Vegas Nevada, but is now 

defunct.  Fintact Payment Solutions LLC was not registered with the SEC in any 

capacity. 

13. Relief Defendant Fintact Solutions Group LLC was a Wyoming limited 

liability company that relief defendant Lopez formed in March 2017 and is now 

defunct. 

14. Relief Defendant Maritus Regalis LLC is a Nevada limited liability 

company that relief defendant Lopez formed in December 2016.  Maritus Regalis 

LLC is located in Las Vegas, Nevada and is not registered with the SEC in any 

capacity. 

15. Relief Defendant Gabtta LLC is a Wyoming limited liability company 

that relief defendant Lopez formed in December 2016.  Gabtta LLC is located in Las 

Vegas, Nevada and is not registered with the SEC in any capacity. 

FACTUAL ALLEGATIONS 

A. The IPro Packages 

16. IPro began operations in early 2017, when it started an investment 

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program that offered on-line instructional materials – the IPro packages – for sale.  

These materials purported to educate purchasers on how to establish and operate a 

successful e-commerce business.   

17. For an additional $50 annual activation fee, purchasers of IPro packages 

could also become what IPro called “active members” of IPro, with the potential to 

become “independent sales associates” or “premium independent sales associates” of 

IPro (collectively, “IPro members”).    

18. From its inception in 2017 through March 2018, IPro’s membership 

grew rapidly, reaching approximately 20,000 members and raising at least $26.5 

million through the sale of its packages in less than a year-and-a-half. 

19. IPro claims that it operates a legitimate multilevel marketing enterprise 

(“MLM”) and that its customers are motivated only by a desire to purchase IPro’s e-

commerce instructional materials. 

20. The e-commerce instructional materials, however, were not the sole or 

even most salient component of the IPro packages.   

21. First, for a $50 activation fee, purchasers of the IPro packages also 

gained the right to participate in IPro’s “iPN Compensation Plan” and earn 

compensation through the recruitment of other members to IPro.   

22. In addition, purchasers of the IPro packages received rebate rewards and 

recruitment bonuses in the form of a cryptocurrency – PRO Currency – which, 

according to Pacheco and IPro, also had the potential to increase in value.     

23. Thus, there were three ways purchasers of the IPro packages could  

potentially make money:  (i) by putting into effect the e-commerce lessons taught in 

the IPro packages’ instructional materials and starting an online retail business; (ii) by 

paying the $50 activation fee, becoming an IPro member, and then recruiting new 

members to IPro who would buy packages, who would in turn recruit others new 

members to IPro, and so on; and (iii) by converting rewards points – earned when 

purchasing IPro packages and when recruiting others to IPro – into PRO Currency, 

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COMPLAINT 6  
 

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with the hope that that the cryptocurrency would appreciate in value.   

1. IPro’s Recruitment Compensation Plan 

24. When purchasers of IPro packages paid a $50 activation fee, those 

purchasers were eligible under IPro’s “iPN Compensation Plan” to earn a “Direct 

Sales Bonus,” “10% Binary Bonus,” “Matching Bonus,” and “Leadership Bonus” as 

an “Independent Sales Associate” of IPro, or IPro member.   

25. To earn these bonuses under the iPN Compensation Plan, IPro members 

recruited new members to IPro. 

26. In a marketing presentation entitled “What is iPro Network?” that was 

published on the internet in or around February 2017, Pacheco described the iPN 

Compensation Plan as follows, emphasizing the income that purchasers of IPro 

packages could earn by recruiting new IPro members, who would in turn, through 

multiple “levels” of recruitment, bring additional members to IPro: 

So this is a very, very simple compensation plan, but it’s 
extremely generous.  So let me break it down this way.  Now I’ve 
been, like I said, just shy of 11 years in the [multi-level marketing] 
industry, and one of the things that I like the most is always 
having fast cash, being able to make money today.  And with this 
program, there’s five different levels of membership.  There [are] 
$100, $500, $1,500, $2,500, and $5,500.   

27. In the video posted on the internet, Pacheco described the iPN 

Compensation Plan’s “direct sales bonus” as follows: 

Now there’s a 10% direct sale bonus on any package sold directly 
by you.   

28. Pacheco also described the iPN Compensation Plan’s “binary bonus” in 

the video: 

Now the binary bonus.  Now, folks, I love the binary.  I’ve been in 
the binary since day one, and I absolutely love the binary and 
here’s the reason why … You can earn from you down to infinity 
with no levels to qualify.  You get to override every single 
person’s volume in your organization, including spillover, 

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including the volume that I get just for being in a good, strong 
team where people are placing people below me even though I 
didn’t put them there.  And so that is huge because you get to 
override everything and 10 percent of your weaker team volume is 
what you’re going to get … Now I’ve been – I made seven figures 
– multiple companies, multiple times in this industry because of 
the binary. 

29. As for the iPN Compensation Plan’s “matching bonus,” Pacheco stated 

in the video that: 

So we have the matching bonus, and the matching bonus works 
this way … You could literally max out our compensation plan 
going as wide as you want to go four levels deep on the matching 
bonuses.  And then on the binary you could go to unlimited depth.  
So you have the best of both worlds.  But this isn’t one of those 
weak compensation plans where they give you like 10% first 
level, then next level you go to five [percent], then the third level 
you go to like 1 percent, and then you go to like – you have .25 
[percent] the deeper you go, the less and less and less you get 
paid.  This is 10 [percent], 10 [percent], 20 [percent], 20 [percent], 
very, very easy, very profitable, very generous compensation plan 
on the matching bonuses.   

30. Finally, Pacheco described the iPN Compensation Plan’s “leadership 

bonus” in the video as follows: 

[I]t doesn’t stop there.  We have our leadership rank bonus.  Now 
this is huge, guys, because if you understand leadership 
advancement, you’re going to find out that this is where the big, 
big money is made … This is life-changing income, folks.  When 
you go through the leadership ranks and actually get to override 
your entire team’s volume, this is huge.   

31. As reflected in IPro’s marketing materials, the recruitment bonuses 

available through the iPN Compensation Plan were in fact an important part of a 

purchaser’s decision to buy an IPro package, and they were marketed as such.   

32. A majority of the individuals who purchased IPro’s packages paid the 

$50 activation fee, which allowed them to earn recruitment bonuses through IPro’s 

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COMPLAINT 8  
 

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iPN Compensation Plan. 

33. In addition, many IPro members bought multiple packages, packages 

that would be superfluous if not for the additional points awarded in the form of 

rebate rewards. 

34. Accordingly, IPro members did not purchase IPro packages solely for 

the e-commerce instructional materials.  Rather, purchasers of IPro packages were 

paying money to IPro in exchange for the right to sell IPro packages on their own, as 

well as the right to receive compensation for recruiting other participants to the 

investment program, recruitment compensation that was not related to the sale of the 

e-commerce educational component of the packages to someone actually interested in 

using those materials. 

2. IPro’s Cryptocurrency Rewards Program 

35. On or about early-2017, a third-party doing business as PRO Commerce 

created and began issuing a digital asset called PRO Currency. 

36. According to Pacheco, PRO Currency is a cryptocurrency. 

37. PRO Commerce claims that PRO Currency is based on an open-source 

blockchain, or distributed ledger of transactions, that is developed through the “proof-

of-stake” method of transaction validation. 

38. “Proof-of-stake” validation for the PRO Currency blockchain, as 

described by PRO Commerce, occurred whenever a transacting party’s computer 

connected to a decentralized computer network, with validation occurring in the 

transacting party’s online “wallet.”   

39. In 2017, PRO Commerce arranged for PRO Currency to trade on several 

public digital asset exchanges. 

40. PRO Commerce transferred more than 200 million PRO Currency coins 

to IPro in 2017-2018.     

41. In exchange for creating PRO Currency and providing IPro with more 

than 200 million PRO Currency coins, IPro transferred about $415,000 to PRO 

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COMPLAINT 9  
 

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Commerce from February to October 2017. 

42. IPro then disseminated those PRO Currency coins to purchasers of IPro 

packages in the form of rewards rebates and recruitment bonuses.   

43. Specifically, as an incentive to purchase its packages, IPro provided 

package purchasers with PRO Reward Points in an amount equal to or greater than 

the cost of the IPro package purchased, depending on the price of the package, with 

those points being convertible into PRO Currency.     

44. In addition, IPro also paid recruitment bonuses to its members in the 

form of points, with each point being worth $1.  IPro members could later redeem up 

to 70% of their recruitment bonus points for a cash payout from IPro.  As for the 

remaining 30% of their recruitment bonus points, those points were convertible into a 

“coin back reward,” which they received in the form of PRO Currency. 

45. The opportunity to earn rebate rewards and recruitment bonuses in the 

form of a digital asset, or cryptocurrency, was a further enticement for those 

interested in participating in IPro’s investment program.   

46. In his “What is iPro Network?” online presentation, published on or 

about February 27, 2017, Pacheco explicitly analogized PRO Currency to Bitcoin, 

another cryptocurrency that was the object of significant investor interest in 2017.  

After explaining that PRO Currency’s current market value was 2.5 cents per coin, 

Pacheco explained:   

Now think about this, okay?  Seven years ago, Bitcoins were 
worth nothing.  But today they’re worth 900. Now let’s say these 
[PRO Currency] coins in seven years are not worth $900.  Let’s 
say they were only worth a dollar.  Would you be upset?  Let me 
see that by a show of hands?  Would anybody be upset? … Now 
what if they went to $2.  Would you be happy?  Okay, I see a lot 
of hands going up, yes, yes, yes, yes.  Now who would be 
unhappy?  (Laughter.)  Well, I don’t think anybody would be 
unhappy. 

47. Pacheco and IPro also organized IPro-sponsored member events, and 

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COMPLAINT 10  
 

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arranged for a celebrity endorser to market the investment aspects of PRO Currency 

at several of these events taking place across the country in 2017. 

48.   According to that endorser:   

Now, obviously, we’ve seen so many new ideas it’s rare that one 
stands out and captivates my attention.  But I’m here to tell you 
that I think I’ve come across something that could become one of 
the most profitable opportunities I’ve ever been involved with.  
This is the space of digital currency, what’s commonly referred to 
as cryptocurrency … These are coins.  And the values in this 
cryptocurrency market are exploding all over the place and people 
are winning big time.  But this industry has been waiting for a new 
currency to emerge, one that possesses the capability to transact at 
lightning speeds, one that has one of the most sophisticated 
securities available today.  Now, ladies and gentlemen, I’d like to 
introduce you to PRO Currency …” 

49. IPro posted video of these events online and Pacheco approved the 

statements made during these promotional events prior to their publication on the 

internet. 

50. It was Pacheco who came up with the idea to implement a rewards 

program that was not just cash back, but also allowed purchasers of IPro packages to 

redeem their rewards points for a cryptocurrency. 

51. As he put it:  “Crypto right now is a new thing that people like.  And 

from a marketing stand point, it gives … a little bit of a sizzle that nobody else has.”  

The cryptocurrency “angle” for IPro multi-level marketing packages put IPro “ahead 

of the curve” and made their product more attractive to purchasers.    

52. The value of PRO Currency acquired through rebate rewards or 

recruitment bonuses, however, was dependent on Pacheco’s and IPro’s ability to 

generate users of the coin; in other words, finding a segment of the market that would 

“interact” with PRO Currency, by using the coin to conduct e-commerce transactions.   

53. Pacheco described this as “usability.”  Without usability, PRO Currency 

coins had no value.   

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54. In his own video presentation, Pacheco asserted that PRO Currency had 

investment value because of its unique usability: 

[C]ryptocurrency in today’s [multi-level marketing] era is just – 
it’s just huge … And right now, cryptocurrency, folks, it’s in the 
infancy stages, but it’s no longer the future; it’s the here and now 
… So let’s talk about what’s relevant to everybody here today, 
which is the new way of acquiring cryptocurrency without having 
to do the heavy lifting, without having to mine out, without having 
to geek out on the subject and just learn all the technical aspects of 
it. 

*** 
Because right now, folks, about 90 percent or 95 percent of all the 
cryptocurrencies that are out there exist only for speculation, and 
we’re not that.  So [IPro] is both the speculation plus the 
usability and creating the marketplace so that people can actually 
use their cryptocurrency. (Emphasis added.) 

*** 
It is connecting people through business, through ecommerce, 
through our network with cryptocurrency.  And this is huge 
because it solves the biggest challenge that the majority of 
cryptocurrencies have, which is acceptance. 

*** 
The [IPro] business program allows people to get paid 70 percent 
via currency or cash and 30 percent in crypto. 

55. Consistent with this, IPro and Pacheco claimed to be developing an e-

commerce platform in which vendors and suppliers would engage in the sale of goods 

and services with consumers through transactions paid for with PRO Currency coins.  

56. To accomplish that goal of developing an ecosystem for the use of PRO 

Currency, Pacheco claimed that he was:  (i) working to attract vendors and retailers 

who would accept PRO Currency when transacting sales on the IPro e-commerce 

platform; (ii) developing a mobile software application that IPro members could use 

to buy goods and services, and thus earn additional Points convertible into PRO 

Currency; (iii) buying millions of dollars of retail product inventory that he intended 

to supply to IPro members, who would then create and stock online stores that 

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COMPLAINT 12  
 

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accepted PRO Currency as payment; and (iv) organizing live and online events that 

promoted IPro’s packages and touted the many ways IPro members could earn 

additional Points convertible into PRO Currency. 

57. Further, IPro and Pacheco also arranged for PRO Currency to be listed 

on several cryptocurrency exchanges.  This enabled secondary trading in PRO 

Currency, which also enhanced the usability, accessibility, and value of the coin.   

58. It was additionally important for PRO Currency to be listed on 

cryptocurrency exchanges because the exchange-traded price of PRO Currency 

established a price point for IPro to use whenever purchasers of IPro packages 

requested that their rewards (set in dollar amounts) be converted into PRO Currency. 

59. Pacheco and IPro consequently took steps to encourage speculation in 

PRO Currency by:  (i) placing time and volume restrictions on IPro members’ ability 

to convert points into PRO Currency in order to support its market price; and (ii) 

endorsing the market’s valuation of PRO Currency by using its market price as the 

basis for calculating the PRO Currency coins awarded to IPro members redeeming 

their rebate rewards and/or recruitment bonuses.    

60. In sum, as demonstrated by IPro’s marketing materials, the purchasing 

decisions made by its members, and the structure of IPro’s recruitment-based iPN 

Compensation Plan, investors purchased IPro’s package so that they could generate 

passive income by:  (i) recruiting new members, who recruit additional new 

members, who recruit yet more new members, therefore entitling that IPro member to 

progressively larger recruitment bonuses; and (ii) converting rebate rewards and 

recruitment bonuses in order to amass PRO Currency coins, a cryptocurrency whose 

value might rise on cryptocurrency exchanges as a result of IPro’s marketing efforts.  

B. Fraudulent Misuse of Investor Proceeds  

61. The IPro investment program was heavily subscribed, quickly raising at 

least $26.5 million through the sale of IPro packages from January 2017 through 

March 2018. 

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62. Pacheco and IPro sold packages to investors online and in-person.   

63. Pacheco controlled and had signatory authority for all of IPro’s financial 

accounts, and he used that authority to engage in the rampant misuse of these investor 

proceeds.   

64. Pacheco represented to IPro members that for an activation fee, they 

would be paid recruitment bonuses in accordance with IPro’s iPN Compensation 

Plan.   

65. IPro’s iPN Compensation Plan historically required it to pay out 

recruitment bonuses in an amount that ranged from 58% to 65% of all incoming 

revenue from the sale of IPro packages, depending on the month.   

66. Because 70% of recruitment bonuses were paid by IPro in cash (with the 

remaining 30% convertible to PRO Currency), IPro was required to set aside 41.5-

45.5% of all incoming funds for the payment of commissions and bonuses.   

67. Contrary to IPro’s iPN Compensation Plan, however, from January 2017 

through August 2018, only 29.3% of all incoming funds were paid out to IPro 

members as commissions and bonuses, falling far short of the 41.5-45.5% that IPro 

was obligated to pay out.   

68. Conversely, if IPro spent more than 54.5-58.5% of all incoming funds on 

other expenses, insufficient funds would be left for IPro to honor its commitments to 

IPro members.  That is precisely what happened here.  

69. From January 2017 through August 2018, Pacheco incurred expenses on 

about 68% of investor proceeds – more than $18 million – for reasons other than the 

payment of commissions and bonuses pursuant to the iPN Compensation Plan.   

70. Among other things, Pacheco:   

• Spent roughly $2.5 million in IPro funds to purchase a luxury 
home in Redlands, California in an all-cash transaction; 

• Caused about $1.925 million in IPro funds to be transferred to 
Accept Success Corporation, an entity held in his daughter’s name 

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COMPLAINT 14  
 

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which Pacheco nonetheless controlled; 

• Caused another approximate $2 million to be transferred to E 
Profit Systems LLC and another limited liability company under 

Pacheco’s control, of which approximately $600,000 was unjustly 

retained; and 

• Used about $150,000 in IPro funds to buy a Rolls Royce for his 
use. 

71. Pacheco’s misallocation of resources left insufficient IPro funds 

available for the payment of commissions and bonuses owed to IPro investors.   

72. By March 2018, IPro was on the brink of collapse and ceased operations 

shortly thereafter.  

C. IPro Was an Illegal Pyramid Scheme 

73. A pyramid scheme is a type of fraud in which participants profit almost 

exclusively through recruiting other people to participate in the program.  A pyramid 

scheme is inherently fraudulent because it must eventually collapse.  

74. Pacheco engaged in a fraudulent pyramid scheme by soliciting IPro 

members through false and misleading means, including websites, promotional 

conferences, and in-person meetings, in which he touted the profit-making aspects of 

IPro’s iPN Compensation Plan, while at the same time diverting IPro funds for his 

own benefit. 

75. Pacheco’s misappropriation of proceeds raised from the sale of IPro 

packages consequently hastened the IPro pyramid scheme’s inevitable collapse.  

D. IPro’s Sale of Its Packages Involved the Unregistered Sale of Securities 

76.  Federal securities laws require that companies disclose certain 

information through the registration of the offer or sale of securities with the SEC.  

This information allows investors to make informed judgments about whether to 

purchase a company’s securities. 

77. Pacheco offered and sold IPro packages to the general public, including 

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COMPLAINT 15  
 

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to investors throughout the United States, and raised at least $26.5 million in investor 

proceeds in 2017 through March 2018.   

78. Pacheco’s offer and sale of IPro packages was an offering of securities 

because the IPro packages involved:  (i) an investment in a pyramid scheme; and/or 

(ii) an investment in the PRO Currency digital assets, and therefore must be 

registered with the SEC unless an exemption applies.   

79. Pacheco’s offer and sale of IPro packages was not registered with the 

SEC. 

80. No registration exemption applied to Pacheco’s offer and sale of IPro 

packages.   

1. The Recruitment Bonus Component of the IPro Packages 

Constituted an Investment Contract 

81. Purchasers of IPro packages made an investment of money by paying a 

$50 activation fee in exchange for the right to receive passive income through IPro’s 

iPN Compensation Plan recruitment bonus structure.   

82.  Pacheco pooled all proceeds raised from IPro’s sale of its packages in 

IPro’s corporate accounts, and claimed to have spent a portion of those proceeds to 

support the growth of the IPro MLM network.   

83. Individual IPro members, i.e., purchasers of the IPro packages who 

sought to participate in its iPN Compensation Plan by recruiting others, depended on 

Pacheco’s maintenance and expansion of the IPro network in order for them to 

receive the recruitment bonuses owed to them under the compensation plan.   

84. Further, since recruitment bonuses were partly convertible into PRO 

Currency, the expansion of the IPro network and any profits to be generated through 

an IPro member’s participation in the network also depended on Pacheco’s efforts to 

establish PRO Currency’s “usability” and market value as a digital asset.   

85. To achieve this, Pacheco and IPro were responsible for:  acquiring a 

supply of PRO Currency to distribute to others; developing a mobile-device 

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application that would disseminate PRO Currency to even more users as shopping 

rebates; developing an e-commerce platform in which services and goods would be 

sold in exchange for PRO Currency; and organizing live and online events promoting 

the Packages and their incorporated PRO Currency rebate rewards and recruitment 

bonuses.   

86. Unless IPro succeeded in the efforts described above, PRO Currency 

would lack value and be unusable, a significant selling point for IPro’s packages 

would be lost, and participants in the IPro network’s iPN Compensation Plan would 

have been substantially hindered in their attempt to recruit others to IPro, and thereby 

receive passive income in the form of a recruitment bonus.       

2. The Points Convertible into PRO Currency Component of the 

IPro Packages Constituted an Investment Contract 

87. To receive rebate rewards or recruitment bonuses in the form of points 

that were convertible into PRO Currency, IPro members had to purchase IPro 

packages and pay a $50 activation fee, which constituted an investment of money.   

88. Proceeds from IPro’s sale of packages were pooled together in IPro’s 

corporate accounts, and Pacheco claimed that he used these funds in part to finance 

his efforts to support the growth and acceptance of PRO Currency by enhancing its 

usability.   

89. Purchasers of IPro packages were led to believe that the PRO Currency 

component of the package would increase in value as IPro and Pacheco “connect[ed] 

people through business, through ecommerce, through our network with 

cryptocurrency,” by developing an e-commerce platform in which retailers and 

vendors would accept PRO Currency as a form of payment.   

90. Among other things, Pacheco claimed to be:  (i) finding retailers and 

vendors willing to transact in PRO Currency; (ii) stocking inventory for use by IPro 

members interested in establishing an e-commerce site of their own that would accept 

PRO Currency as payment; and (iii) developing a mobile software application that 

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COMPLAINT 17  
 

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IPro members could use to buy and sell goods and in doing so, earn additional points 

convertible into PRO Currency.  

91. Pacheco and IPro were accordingly responsible for promoting, 

developing, and creating an ecosystem in which PRO Currency would be usable, 

without which, the PRO Currency coin would have no value.    

92. Pacheco was an active participant and had a necessary role in IPro’s 

unregistered securities offering.  He controlled IPro, he was its public face, and 

Pacheco extensively promoted the IPro packages online and during in-person events.   

E. Pacheco’s Role in IPro’s Fraudulent Securities Offering 

93. Pacheco ran IPro and controlled the transfer of funds in and out of its 

corporate accounts.   

94. Pacheco paid PRO Commerce to develop a purportedly proprietary 

cryptocurrency, PRO Currency, and established the means for broadly distributing 

that digital asset to the public through IPro’s offer and sale of its packages. 

95. Pacheco approved the design and structure of IPro’s iPN Compensation 

Plan. 

96. Pacheco knew, or was reckless in not knowing, that by misappropriating 

and misallocating vast sums of IPro corporate funds, IPro would have insufficient 

funds to meet its recruitment bonus obligations under the iPN Compensation Plan to 

IPro members. 

97. Pacheco knew, or was reckless in not knowing, that his misappropriation 

and misallocation of vast sums of IPro corporate funds rendered the representations 

he made in IPro’s iPN Compensation Plan false and misleading.   

98. Pacheco knew, or was reckless in not knowing, that his misappropriation 

and misallocation of vast sums of IPro corporate funds would result in the collapse of 

the IPro pyramid scheme.   

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COMPLAINT 18  
 

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F. The Relief Defendants’ Receipt of Investor Funds 

1. IPro’s Dispute with Fintact 

99. Approximately half of the $26.5 million raised by IPro was processed 

through Fintact Payment Solutions LLC, Fintact Solutions Group LLC (collectively, 

“Fintact”), and its principal, relief defendant Matthew Lopez (“Lopez”). 

100. Fintact did not have a state license to conduct business as a payment 

processor.   

101. Fintact nonetheless collected funds from purchasers of the IPro 

packages, paid the cash amount of the recruitment bonuses due to those purchasers, 

and also paid other expenses incurred by IPro, before forwarding the remainder of 

those IPro funds to IPro after deducting its own fee.   

102. Fintact, however, failed to transfer to IPro millions of dollars of the 

funds it had received from purchasers of the IPro packages, and Lopez caused a 

portion of those funds to be transferred to three limited liability companies controlled 

by him, relief defendants Maritus Regalis LLC, Gabtta LLC, and Trident Commerce 

LLC, as well as to Lopez’s personal financial accounts.    

103. By autumn 2017, Fintact was no longer processing payments for IPro 

packages and ceased doing business with the company. 

104. In February 2018, IPro filed a civil action against Fintact in the U.S. 

District Court for the Southern District of Texas. 

105. In July 2018, IPro voluntarily dismissed its lawsuit against Fintact.  On 

information and belief, IPro has not refiled its suit nor has it undertaken any 

substantial efforts to recover its investors’ funds.   

a. Relief defendant Lopez 

106. From May to August 2017, Fintact transferred approximately $210,000 

in investor funds to Lopez’s personal financial accounts.   

107. In March and May 2017, Fintact transferred about $40,000 in investor 

funds to an automobile dealership for the purchase and maintenance of a car for 

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COMPLAINT 19  
 

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Lopez. 

108. Because these investor proceeds were raised through an unregistered, 

fraudulent securities offering, and because Lopez has no entitlement to those funds, 

Lopez obtained  an ill-gotten gain under circumstances in which it is not just, 

equitable, or conscionable for him to retain those funds. 

b. Relief defendant Maritus Regalis LLC 

109. In August 2017, Fintact transferred approximately $3.3 million in 

investor funds to Maritus Regalis LLC, an entity that Lopez controlled.   

110. In October 2017, Maritus Regalis LLC transferred $2 million to 

Pacheco-controlled limited liability companies, one of which was relief defendant E 

Profit Systems LLC. 

111. Because Maritus Regalis LLC received $1.3 million in investor proceeds 

that were raised through an unregistered, fraudulent securities offering, and because 

Maritus Regalis LLC has no entitlement to those funds, Maritus Regalis LLC 

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or 

conscionable for it to retain those funds. 

c. Relief defendant Gabtta LLC 

112. In August 2017, Fintact transferred approximately $1.2 million in 

investor funds to Gabtta LLC, an entity that Lopez controlled. 

113. Because Gabtta LLC received those investor proceeds that were raised 

through an unregistered, fraudulent securities offering, and because Gabtta LLC has 

no entitlement to those funds, Gabtta LLC obtained an ill-gotten gain under 

circumstances in which it is not just, equitable, or conscionable for it to retain those 

funds. 

d. Relief defendant Trident Commerce LLC 

114. In August 2017, Fintact transferred approximately $1 million in investor 

funds to Trident Commerce LLC, an entity that Lopez controlled. 

115. Because Trident Commerce LLC received those investor proceeds that 

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COMPLAINT 20  
 

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were raised through an unregistered, fraudulent securities offering, and because 

Trident Commerce LLC has no entitlement to those funds, Trident Commerce LLC 

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or 

conscionable for it to retain those funds. 

e. Relief defendant EProfit Systems LLC 

116. In August 2017, Fintact transferred approximately $3.3 million in 

investor funds to Maritus Regalis LLC, an entity that Lopez controlled.   

117. In October 2017, Maritus Regalis LLC transferred $2 million to 

Pacheco-controlled limited liability companies. 

118.  As part of those transfers, Maritus Regalis LLC transferred $1 million to 

EProfit Systems LLC, an entity controlled by Pacheco, in October 2017. 

119. EProfit Systems LLC subsequently transferred approximately $400,000 

back to IPro between August 2018 and January 2019.     

120. The approximately $600,000 in investor funds that EProfit Systems LLC 

retained were raised through an unregistered, fraudulent securities offering.  Because 

EProfit Systems LLC has no entitlement to those funds, EProfit Systems LLC 

obtained an ill-gotten gain under circumstances in which it is not just, equitable, or 

conscionable for it to retain those funds. 

FIRST CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c) 

(against Defendant Pacheco) 

121. The SEC realleges and incorporates by reference paragraphs 1 through 

120 above. 

122. Defendant Pacheco engaged in a fraudulent scheme in which he raised 

$26.5 million through the sale of IPro packages to investors who sought to profit 

from those packages by:  (i) participating in a recruitment compensation plan 

constructed by Pacheco in which IPro represented that they would receive profits 

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through the recruitment of others to the IPro program; and (ii) receiving, in exchange 

for their investment of money, rebate rewards and recruitment bonus compensation 

convertible into a cryptocurrency, PRO Currency, which they hoped would appreciate 

in value through Pacheco’s efforts to establish an e-commerce platform in which 

sales would be transacted in PRO Currency.  IPro, however, was a fraudulent 

pyramid scheme and in addition, Pacheco’s knowing, reckless, and unreasonable 

misappropriation and misallocation of substantial amounts of IPro’s corporate funds 

rendered IPro unable to meet its obligations under its iPN compensation plan.   

123. By engaging in the conduct described above, Defendant Pacheco, 

directly or indirectly, in connection with the purchase or sale of a security, and by the 

use of means or instrumentalities of interstate commerce, of the mails, or of the 

facilities of a national securities exchange:  (a) employed devices, schemes, or 

artifices to defraud; and (b) engaged in acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons. 

124. Defendant Pacheco, with scienter, employed devices, schemes and 

artifices to defraud; and engaged in acts, practices or courses of conduct that operated 

as a fraud on the investing public by the conduct described in detail above. 

125. By engaging in the conduct described above, Defendant Pacheco 

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and 10b-5(c) thereunder, 

17 C.F.R. §§ 240.10b-5(a) & 240.10b-5(c). 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a)(1) and (3) of the Securities Act 

(against Defendant Pacheco) 

126. The SEC realleges and incorporates by reference paragraphs 1 through 

120 above. 

127. Defendant Pacheco engaged in a fraudulent scheme in which he raised 

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COMPLAINT 22  
 

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$26.5 million through the sale of IPro packages to investors who sought to profit 

from those packages by:  (i) participating in a recruitment compensation plan 

constructed by Pacheco in which IPro represented that they would receive profits 

through the recruitment of others to the IPro program; and (ii) receiving, in exchange 

for their investment of money, rebate rewards and recruitment bonus compensation 

convertible into a cryptocurrency, PRO Currency, which they hoped would appreciate 

in value through Pacheco’s efforts to establish an e-commerce platform in which 

sales would be transacted in PRO Currency.  IPro, however, was a fraudulent 

pyramid scheme and in addition, Pacheco’s knowing, reckless, and unreasonable 

misappropriation and misallocation of substantial amounts of IPro’s corporate funds 

rendered IPro unable to meet its obligations under its iPN compensation plan.   

128. By engaging in the conduct described above, Defendant Pacheco, 

directly or indirectly, in the offer or sale of securities, and by the use of means or 

instruments of transportation or communication in interstate commerce or by use of 

the mails directly or indirectly:  (a) employed devices, schemes, or artifices to 

defraud; and (b) engaged in transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser. 

129. Defendant Pacheco, with scienter, employed devices, schemes and 

artifices to defraud; and, with scienter or negligence, engaged in transactions, 

practices, or courses of business which operated or would operate as a fraud or deceit 

upon the purchaser. 

130. By engaging in the conduct described above, Defendant Pacheco 

violated, and unless restrained and enjoined will continue to violate, Sections 17(a)(1) 

and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1) & 77q(a)(3). 

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COMPLAINT 23  
 

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THIRD CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(against Defendant Pacheco) 

131. The SEC realleges and incorporates by reference paragraphs 1 through 

120 above. 

132. Defendant Pacheco directly or indirectly offered and sold IPro’s 

securities in offerings that are not registered with the SEC and that are not subject to a 

valid exemption to registration. 

133. By engaging in the conduct described above, Defendant Pacheco, 

directly or indirectly, singly and in concert with others, has made use of the means or 

instruments of transportation or communication in interstate commerce, or of the 

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

the mails or in interstate commerce, by means or instruments of transportation, 

securities for the purpose of sale or for delivery after sale, when no registration 

statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

134. By engaging in the conduct described above, Defendant Pacheco has 

violated, and unless restrained and enjoined, is reasonably likely to continue to 

violate, Sections 5(a) and 5(c), 15 U.S.C. §§ 77e(a) & 77e(c). 

FOURTH CLAIM FOR RELIEF 

Unjust Enrichment 

(against Relief Defendants EProfit Systems LLC, Maritus Regalis LLC, Gabtta 

LLC, Trident Commerce LLC, Lopez, Fintact Solutions Group LLC, and 

Fintact Payment Solutions LLC) 

135. The SEC realleges and incorporates by reference paragraphs 1 through 

120 above. 

136. Relief defendant EProfit Systems LLC received and then retained 

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COMPLAINT 24  
 

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approximately $600,000 in proceeds from the sale of IPro packages, funds over 

which it has no legitimate claim. 

137. Relief defendant EProfit Systems LLC obtained the ill-gotten gains 

described above as part of the securities law violations alleged above, under 

circumstances in which it is not just, equitable, or conscionable for him to retain the 

funds. 

138. By engaging in the foregoing conduct, EProfit Systems LLC has been 

unjustly enriched and must disgorge its ill-gotten gains. 

139. Relief defendants Lopez, Fintact Solutions Group LLC, Fintact Payment 

Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and Trident Commerce LLC 

received approximately $3.5 million in proceeds from the sale of IPro packages, 

funds over which they have no legitimate claim. 

140. Relief defendants Lopez, Fintact Solutions Group LLC, Fintact Payment 

Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and Trident Commerce LLC 

obtained the ill-gotten gains described above as part of the securities law violations 

alleged above, under circumstances in which it is not just, equitable, or conscionable 

for him to retain the funds. 

141. By engaging in the foregoing conduct, Lopez, Fintact Solutions Group 

LLC, Fintact Payment Solutions LLC, Maritus Regalis LLC, Gabtta LLC, and 

Trident Commerce LLC have been unjustly enriched and must disgorge their ill-

gotten gains.   

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendant Pacheco 

committed the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

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COMPLAINT 25  
 

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Civil Procedure, permanently enjoining Defendant Pacheco, and his agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Section 17(a) of the Securities Act [15 

U.S.C. §77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

III. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant Pacheco and his agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Sections 5(a) and 5(c) of the Securities 

Act [15 U.S.C. §§ 77e(a), 77e(c)]. 

IV. 

Order Defendant and Relief Defendants to disgorge all funds received from 

their illegal conduct, together with prejudgment interest thereon. 

V. 

Order Defendant Pacheco to pay civil penalties under Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)]. 

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

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COMPLAINT 26  
 

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Dated:  May 22, 2019  
 /s/ Gary Y. Leung 

GARY Y. LEUNG 
PETER DEL GRECO 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

 
 

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