SEC v. Sergii "Sergey" Grybniak; and Opporty International, Inc., No. 1:20-cv-327-EK, Eastern District of New York (Feb. 26, 2025) — Complaint

UNITED
STATES
DISTRICT
COURT
EASTERN
DISTRICT t}F NEW
YORK
U.S.
SECURITIES AND
EXCHANGE
C
OMMISSI(?N,
Plaintiff,
-against-
SERGII
"SERGEY"
GRYBNIAK, and
O
PPORTY
INTERNATIONAL,
INC.,
D
efendants, and
CLEVER
SOLUTION
INC.,
Relief
Defendant.
C
OMPLAINT
Civil Action
No.
1:20
-CV
-327
E
CF CASE
(Jury Trial
Demanded}
P
laintiff
U.S.
Securities and
Exchange
Commission
(the
"Commission"
or "SEC"),
for
its
Complaint
against
Defendants
Sergii "Bergey"
Grybniak
("Grybniak") and
Opporty
I
nternational, Inc.
("Opporty"),
and Relief
Defendant Clever
Solution
Inc. ("Clever
Solution"),
alleges
as follows:
SUMMARY
From
September 2017 to
October
2018, Opporty
and its
founder and sole
owner,
Grybnialc,
conducted a
fraudulent and
unregistered
initial
coin offering
("ICO") of digital
asset
securities called
"OPP Tokens,"
raising
approximately
$600,000 from nearly
200
investors
located in the
United
States and
abroad.
Defendants did
not file
a registration
statement
with
the
SEC for
Opporty's
ICO of OPP
Tokens,
which would
have
disclosed to
potential
investors
s
ufficient,
accurate information
relating
to the
ICO,
including financial and
operational
information
about Opporty
and the
risks and
trends that
could affect
Opporty's ICO and
the

development of its platform and business. Defendants promoted
and
marketed Opparty's ICO of
4
PP Tokens and raised the $604,000 in offering proceeds try
making material misrepresentations
and omissions to investors and engaging in other deceptive
conduct during the offering.
D
efendants did
so
in
order to
create materially false and
misleading
impressions
about the
l
egitimacy, use,
growth, and success of Opporty's
platform, including the materially false and
misleading impression that Defendants' efforts to develop Opporty's
platform and promote it
to
s
mall businesses were resulting in the
substantial growth of Opporty's user and customer bases,
the creation of real content on the platform, and the
participation of at least one prominent
partner in Opporty's ICO and business.
2.
Grybniak marketed
Opporty's
ICO
as a means to
raise
funds to develop Opporty's
"
blockchain-based ecosystem for small businesses and their customers'' primarily in the United
S
tates. In particular, Grybniak pitched Opporty's platform as
a place where small
businesses
could
list their
services
and
products,
use blockchain smart contracts
to enter
into agreements
with customers,
and
transact business
using OPP
Tokens.
Defendants conducted the ICO through general solicitations
and directed
selling
efforts,
through
statements
published on Opporty's website, social media platforms,
and
other
o
nline forums,
which were distributed and/or accessible in the United States and globally.
G
rybniak also promoted the ICO in person
at blockchain and digital asset conferences in the
U
nited States.
4. OPP Tokens were sold via
purchase
agreements
called "Simple
agreements for
F
uture Tokens" ("SAFTs")
and constituted investment contracts and, thus, securities.
2

5.
Opporty's ICO was
an illegal
securities
offering, as
Defendazlts
did not file a
registration statement with the
SEC
for the offer or sale of OPP
Tokens,
and
lacked
a valid
r
egistration exemption.
6. Defendants made and disseminated numerous
material
misrepresentations and
engaged in
other
deceptive acts in offering and promoting Opporty's ICO to investors.
7. First, on Opporty's website and in numerous social media posts, Defendants
f
alsely claimed to potential
ICO
investors that Opporty had "onboarded"
thousands (as
many
as
"
6000+")
of "verified providers" willing to do business on, and contribute content to, Opporty's
b
lockchain-based
platform. In
fact,
the
overwhelming majority of
these purported "verified
providers" had expressed no such willingness and
were not
contributing content to Opporty's
platform.
Second, on Opporty's website and in numerous social media posts, Defendants
touted
that
Opporty's platform had
more
than 17
million small
U.S. businesses in its business
catalog
or database, which created the false impression
that
the 17-million
-plus companies
in the
catalog
were real businesses eligible to conduct business on
Opporty's
platform. In fact,
Defendants had
merely
purchased a database of entity and individual profiles from athird-party
vendor — a
fact not disclosed
to
potential
OPP Token purchasers. Of the more than 17 million
purported businesses in Opporty's catalog, not all were actual businesses. Far example, the
catalog
included government
officials
and
agencies
that
were not and could not possibly be users
eligible to
conduct business on
Opporty's
platform.
9.
Third, on
Opporty's
website and in
numerous
social media
posts, Defendants
d
eceptively misappropriated (at least) hundreds of reviews and ratings from a prominent
c
ustomer review and ratings website, and content from the websites of its purported "verified

providers," and posted that information on Opporty's
website,
thereby
misleading investors to
b
elieve
that
this
third-party content had been created on Opporty's
platfann and/or by Opporty s
"verified providers.''
In
fact,
Opporty had
na users
who
created
this
content on its platform, and
n
one of these companies,
including the online customer
review
and ratings company,
had
a
uthorized Opporty to use their content.
10.
Fourth,
Defendants
falsely
represented that a major software company was a
"
partner" and/or "participant" in Opporty's ICO and/or
in the development
of
Opporty's
platform. Defendants
used the software company's
trademarked logo on Opporty's offering and
p
romotional materials without the company's
consent.
11. Fifth, Defendants
falsely claimed that OPP Tokens were or had been "SEC
r
egistered" and that Opporty's ICO was a "100% SEC
compliant regulated ICO." Defendants
did not
register
the ICO
or OPP
Tokens
with
the
SEC,
and the SEC never indicated that the ICO
w
as "100%
compliant" with the federal securities laws.
VIOLATIONS
12. By engaging in this
conduct,
as
set forth
more fully herein, each of the Defendants
has
engaged in securities fraud in
violation of Section 17(a)(1)-(3) of the Securities Act of 1933
(the
"Securities Act'') [15 U.S.C. § 77q(a}(1)-(3)],
Section
10(b)
of the Securities
Exchange Act
o
f 1934
(the "Exchange Act") [15 U.S.C. ~ 78j(b)],
and Rule lOb-5(a)-(c) thereunder [17 C.F.R.
§
240.1
Ob-5(a)-(c)]; and
has also
engaged in the unlawful sale and offer to sell securities in
v
iolation of
Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§
77e(a},
77e(c)].
D
efendant Grybniak has also aided and abetted Defendant Opporty's violations of the
a
forementioned antifraud and securities offering
registration provisions.
4

NATURE OF THE PROCEEDING
ANI3 RELIEF SflUGHfT
1
3. The SEC brings this action pursuant to
the authority conferred upon it by Section
20 of the
Securities
Act [
15 U.S.C. §
77t(b}]
and Sections 21(4)(1) & (d)(5) of the Exchange Act
[15 U.S.C. § 78u(d)(1) & (d)(5)].
1
4.
The SEC
seeks a final judgment: (a)
permanently enjoining
Defendants from
violating the
provisions
of the securities laws set forth herein; (b) orderinb Defendants and Relief
Defendant
Clever Solution,
jointly and
severally, to
disgorge their ill-gotten gains and to pay
prejudgment interest thereon; (c) prohibiting Defendant Grybniak, pursuant to Section 20(e) of
the
Securities
Act [15
U.S.C. §
77t(e)] and Section
21(d)(2)
of
the Exchange Act [15
U.S.C. §
78u(d)(2)], from acting as an officer or director of any public
company;
(d)
prohibiting
Defendants, pursuant
to
Section 21(d)(5) of the
Exchange Act
[15 U.S.C. ~
?8u(d)(5)], from
participating in an offering of digital asset or other securities; and (e) imposing civil money
penalties on Defendants pursuant to Section 20(d) of the Securities
Act [15
U.S.0 §
77t(d)] and
S
ection
21(d)(3)
of the Exchange Act [15
U.S.C. §
78u(d)(3)].
J
URISDICTION AND VENUE
15. This Court has jurisdiction over this action
pursuant
to 28 U.S.C. ~ 1331, Sections
20(b), 20(d), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b),
77t(d), and 77v(a)] and
S
ections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
Defendants, directly or indirectly, have made use of the means
or
instruments
of transportation or
c
ommunication
in, and the means or instrumentalities of,
interstate commerce, or of the
mails,
in
connection with the transactions, acts, practices, and courses of
business alleged herein.
16. Venue is proper in the Eastern District of
New
York
pursuant
to Section 22(a) of
t
he Securities Act [15 U.S.C. § 77v(a)] and Section
27
of the Exchange Act [15 U,S.C. ~ 78aa].

Defendants conducted certain
of
the
transactions, acts,
practices, and courses
of business
c
onstituting
violations
of the federal securities laws
within this
district, including making false
and misleading statements to
investors
while in
this
district. Defendant
Grybniak resides in this
District, and
during the period relevant to this
Complaint worked
and/or carried out certain of the
a
cts
alleged herein from his residence in this
District.
D
EFENDANTS
1
7.
Sergii "Sergey" Grybniak,
age
35,
resides in
Brooklyn, New York, and resided
there at all times
relevant
to this
Complaint. Grybniak is the
founder, sole owner, and
sole
o
fficer of both Opporty International, Inc.
and Clever
Solution Inc., which operate
primarily
t
hrough the efforts of Grybniak
and contractors who were
retained by
Grybniak (on behalf oFthe
e
ntities) and whose work was directed
generally by
Grybniak. These contractors
were located
p
rimarily in Ukraine, and at least
one
was
located in the United States.
Grybniak
holds
himself
o
ut
as
an entrepreneur
specializing in digital marketing an
d website
development.
18. Opporty International,
Inc.
is
a
corporation organized under the laws of the
S
tate of Delaware, with a
registered address in
Dover, Delaware.
Grybniak wholly
owns
O
pporty and
is
its sole
officer. Opporty has no employees
and
is
an
alter
ego
of Grybniak.
RELIEF DEFENDANT
19.
Clever Solution Inc. is
a digital marketing and technology
corporation
organized
under
the
laws
of the State of
New York, with a registered address
in New York,
New York.
6

Grybniak wholly owns Clever
Solution and is its
sole officer.
Clever Solution has no
employees
a
nd is
an
alter ego of Grybniak.
BACKGROUND
ON DIGITAL
TOKENS
20.
An "Initial Coin Offering" or "ICO" is
a fundraising
event in which an entity
o
ffers
participants a unique digital
asset —often
described
as
a "coin" or ``token'' —
in exchange
for
consideration (often digital assets
such
as
Bitcoin or Ether,
or fiat
currency such
as
U.S.
d
ollars).
The tokens are issued and
distributed on a
"blockchain," a cryptographically secured
ledger. i As
described more fully
herein, Opporty's offer and sale
of OPP Tokens fr
om
S
eptember 2017 to October 2018
constituted an ICO and
an unregistered offering of securities.
21. Typically, ICOs
are announced and promoted
through public Internet channels or
o
ther
marketing methods. An IC4
issuer usually releases
a ``White Paper"
describing the project
and
promoting the
ICO,
often in highly
technical terms and
jargon, and also promotes
the ICO
e
lsewhere,
including on
its
website, its social
media
pages,
and
other Internet publications. To
p
articipate in the ICO, investors are
generally required to
transfer consideration (often
digital
a
ssets) to the issuer's blockchain
address,
online "wallet," or other
account.
22.
At
some point
after the completion of the ICO,
the
issuer will distribute the tokens
to
the
participant's unique "wallet" address
on the blockchain.
Tokens are sometimes
transferred
1 A blockchain is a type of
distributed ledger or peer-to
-peer database that is
spread across
a
computer network and records all transactions
in the
network in theoretically
unchangeable,
d
igitally recorded data packages called "blocks."
Each block
contains a batch of records of
t
ransactions,
including a timestamp and a
reference
to
the previous
block, so that the blocks
t
ogether
form a chain. The system relies on
cryptographic techniques
for securely recording
t
ransactions. A blockchain
can be shared and accessed by
anyone
with appropriate permissions.
S
ome
blockchains can
record what are called ``smart contracts,"
which are, essentially, computer
p
rograms
designed to execute
the
terms
of a contract when
certain triggering
conditions are met.
7

between
users,
and are
often listed on online digital asset trading
platfornls to allow investors
to
trade the token. into another digital asset or fiat currency in a secondary market.
REGULATORY FRAMEWORK
23. Congress passed the Securities Act in order to regulate the
offer and sale
of
s
ecurities, and in doing so, enacted
a rebulatory regime of full and fair disclosure,
requiring
issuers who offer and sell
securities to
provide
certain important
information to potential
i
nvestors to
enable
them to
make
informed decisions before investing.
24. The definition of a "security"
includes
a
broad range of
investment vehicles and
instruments, including "investment
contracts." Investment contracts are
instruments
through
w
hich an individual invests money in a common enterprise and
reasonably
expects profits or
returns derived from the
entrepreneurial
or
managerial efforts of others. Congress
defined
"security" broadly to
encompass
a "flexible
rather than a static principle,
one that is capable of
adaptation to meet the countless and variable schemes devised
by
those
who seek the
use of the
money of others on the
promise
of
profits."
25.
Sections
5(a)
an
d
5(c) of the
Securities
Act
prohibit the unregistered offer or sale
of securities in interstate commerce. Specifically, Section
5(a) of
the
Securities Act provides
that, unless a registration statement
is in effect as to a security, it is unlawful for any
person,
directly or indirectly, to sell
securities
in
interstate commerce. Section
5(c) of the Securities Act
provides a similar prohibition against offers to sell or
offers to
buy
securities, unless
a
r
egistration statement
has been filed.
2
6. The registration statements contemplated
by
the
Securities Act require
disclosures
of essential facts that provide potential
investors with information necessary
to make informed
i
nvestment decisions. These
required
disclosures
include: a
description of the issuer's
properties
0

and
business, a description of the
securities to
be offered for sale; information about the
m
anabement of the company, financial
statements
certified by independent accountants, and a
d
escription and analysis of the risks and material trends that would affect the enterprise. Issuers
also have a
duty
to
update periodically the information provided in their
registration statements.
?7.
When relying
on
an exemption from the registration
requirements
under
Regulation D of the Securities
Act,
companies issuing securities typically file with the SEC what
is
known as a "Form D" after
they first
sell their securities.
Form D
is
a
brief notice that
includes basic information about the company and the offering
for
which the company is
claiming an
exemption from registration.
FACTUAL ALLEGATIONS
A. Defendants
Conducted an Unregistered and Fraudulent
Securities
Offering.
(a)
Defendants Promoted Opporty's ICO and Solicited Investors
28. Grybniak founded Opporty in or around March 2017, with the idea of creating an
ecosystem for U.S. small businesses
and
their customers to
interact
commercially through
Opporty's
website-based platform.
Defendants
marketed Opporty's ecosystem
as
a website
where
small
businesses
could list their
services
and products, use blockchain smart
contracts to
enter into agreements with customers, and
transact
business
using
digital tokens.
29.
In
Opporty's ICO
offering
materials, Defendants
described
Opporty's
`
'ecosystem" as "an online platform that combines a blockchain-powered service marketplace, a
k
nowledge-sharing platform, a system of decentralized
escrow,
and aProof-of-Expertise
b
lockchain protocol."
3
0. Before Opporty's ICO began in the fall of 2017, its platform
was
still in
d
evelopment
and had no
payin;
customers
and hardly any actual
users.
9

31. In September 2017, Opporty announced on
social
media
its
plan
to
launch an ICO
for its
own digital asset, the OPP
Token — an ERG20 standard token. on
the Ethereum
b
lackchain. Ethereum is one of the
more widely used blockchain
networks, and ERC-20 is a
s
tandard
protocol (or technical
specification of the type of digital token) currently
used
by
a
s
ignificant
majority of
ICO
issuers on the Ethereum
blockchain.
32. In September
2017, Opporty published
a white paper on its website (and
published subsequent versions
at various times thereafter),
describing
Opporty's
business model
a
nd plans for the ICO (the
"White Paper"). The White
Paper and Opporty's other offering and
promotional materials
were published on its U.S. website
and on social media platforms
hosted
or accessible in the
United States.
33.
As described in the White Paper, Opporty's ICO
would be held in two phases.
In
the first phase, scheduled to
begin in October 2017,
Opporty would sell OPP Tokens with a sales
``hard cap"
(or maximum) of 400
million tokens. All unsold OPP Tokens would be
offered
s
ubsequently
in
a second phase on or before October 2018,
with a total hard sales cap for the
ICO of
one billion tokens.
3
4. In the White Paper,
Opporty
also
shared its plan to distribute up to 50 million
O
PP Tokens
through a "bounty program" by the end of
the second phase in October 2018. As
promised on Opporty's
social media channels and pages,
Opporty's bounty program would
r
eward
third
parties
with OPP Tokens
in exchange for promoting the ICO worldwide on social
m
edia, publishing
positive Internet
articles
about the offering, and/or translating
offering and
s
olicitation materials into
other languabes.
35.
Upon malting
the
ICO
launch announcement in September 2017, Defendants
c
ontinued soliciting investors
worldtivide, including in the United States,
t~1T'011~h Opporty's
[[I7

ti
~~ebsite, other Internet forums, and Defendants"
publicly
available social media pages,
including
b
it~;ointalk.org, Facebook,
Twitter, and a social media
network
popular among digital asset
e
nthusiasts and potential digital
asset investors
(``Social Media Channel").
These solicitations
were
publicly accessible
by
potential investors in the United States
withotrt
any password
r
estrictions
or
disclaimers as to
who would
be
eligible to
invest.
36. Defendants
used the same
offering materials —including
the SAFT, the
White
Paper,
and Opporty's
Private Placement Offering
Memorandum
dated February 4, 2018 ("PPM'')
— to
solicit investors in the
United States and
abroad.
37.
In particular, Defendants conditioned
the U.S.
market and targeted U.S. investors,
i
ncluding touting
in the White
Paper that Opporty's platform had
"the potential to
appeal to no
f
ewer than 500,000
companies in the United States
alone [and]
...plans to cover the
o
verwhelming majority of
small businesses
within the United States."
38.
In addition,
Grybniak promoted Opporty's ICO at
blockchain and
digital asset
c
onferences in the
United States, including in San Francisco
and
Miami in January 2018, after
which
Opporty posted on its blog
that "[d]uring the events,
many participants and attendees
j
oined our
whitelist[, and] Opporty
now
has
pre-commitments in the
amount of
8
million
USD."
3
9.
Defendants also recruited and
retained purported
blockchain or digital asset
experts
and influencers in the
United States, and
touted them to potential U.S. investors as
'
`advisors'' to
Opporty and the ICO.
4
0.
Further, Defendants
paid and/or promised OPP Tokens
to third parties to
promote
O
pporty's ICO by
publishing
online articles or social media posts
accessible in
the United States.
41. In
October 2017,
Opporty announced on social media
that it
was
postponing
the
I
CO's
initial phase, or so
called "pre-sale" of OPP Tokens
(the "Pre
-Sale"}, scheduled
to
occuur
1
1

later
that
month. Opporty explained
that it was
doing so due to
the
volatility of the
digital asset
m
arket,
because of
certain unspecified
technical issues,
and to
attract more investors
and users.
4
2.
Grybniak further
explained the
postponement in a
January 9, 2018
post on
O
pporty's
Social Media
Channel:
"[n]ow
we
are switching to
the
regulated way of
organizing
the sale so
it will
be available for US
people to
participate also,"
and
"we are experiencing big
i
nterest fr
om US residents to
participate."
4
3.
In a
January 16, 2018 post, also
on
Opporty's Social
Media
Channel, Grybniak
a
nnounced that the Pre-Sale
would be
held beginning in
February 2018.
44.
Notwithstanding the
delay of the
Pre-Sale,
Defendants
continued globally
s
oliciting
potential
OPP Token
purchasers during
the period
October 2017 to
February 2018.
4
5.
For example, Defendants
solicited investors who
were
willing
to
purchase OPP
T
okens
before the
February 2018
Pre-Sale to join a
"whitelist" by
registering on
Opporty's
w
ebsite. In
exchange for investors'
commitment
to
purchase OPP Tokens
before the
Pre-Sale,
O
pporty
promised
whitelist participants a
"whitelist bonus" of an
additional 35%
of their token
purchases.
This whitelist was
marketed on
Opporty's website
and on its
social media pages.
46.
During this
same period, Opporty
continued to
hype its ICO.
For
example,
in
a
J
anuary 28,
?018
post on Opporty's Social
Media Channel,
Grybniak wrote:
"[w]e have already
more
than
10 million[sic]+
precommitments from
2200+
contributors."
Five days
later, Opporty
t
weeted: "The
number of
people contributing to
#Opporty is
growing and so is
the number
of
pre
-commitments to
our
whitelisti
As
of today
we have $11
million from 2400
contributors."
1
2

(b) Defendants
Conc~uctec~ crn Unregistcrec~ crnu'
Fraudulent
~'re-Sale of
OPP Tokens
in Febr~tsary 201
c4
47. After several months of delay, Opporty
commenced
its
Pre-Sale on February ~,
201$.
Between that date and March 10, 20 ~ 8, Opporty
sold over 9.6 million OPP Tokens to 194
p
urchasers, in the
United
States
and abroad, and. raised approximately $600,004.
48. Defendants took certain steps to verify the
accredited investor status of
only
six
investors
—those located in the United States.
The
18$
non-U.S. OPP Token purchasers merely
had to
undergo "KYC" (know your
customer}
verification
to
confirm basic information (such
as
identity
and domicile) before
purchasing OPP
Tokens.
This basic information did not include
the
type of information, most notably
net worth, that define accredited investor status under SEC
r
egulations.
49. To effect the sale of the OPP Tokens,
Opporty entered into SAFTs with each of
the 194
purchasers. Grybniak signed the SAFTs on
behalf
of
Opporty.
50. Opporty's
SAFT was a purchase agreement by which Opporty sold OPP Tokens
t
o
the
purchaser executing the SAFT. Pursuant to the
SAFT,
purchasers
were entitled
to
the
f
uture delivery by
Opporty of the OPP Tokens they had purchased.
After
executing
the
SAFT,
the
purchaser
had
no
further investment decision to make in order to receive the OPP Tokens.
~ 1. Based on the SAFT's terms, Opporty
incurred irrevocable liability to deliver the
O
PP Tokens
in the United States. For
instance, the
SAFTs
—each of which Brooklyn-based
G
rybniak sibned
—identified Opporty
as
a Delaware corporation; provided that "all ribhts and
obligations"
under
the SAFT would "be governed by the laws of Delaware"; and specified that
"any
arbitration
[would] occur in Delaware." Additionally, the SAFTs contemplated and
promised
the issuance
by
Opporty of OPP Tokens to the purchasers, including those
located
in
t
he United States.
1~

~2.
Pursuant to
the S~1FT, each
investor purchased
OPP Tokens
at
a
price of 4.000?
ETH per
token.
53. The SAFTs also
promised
OPP Token purchasers
bonus tokens
of up to ~0% of
their
purchase amounts,
depending on the timing of
the
purchase and lenbth of a holding
period
(
ranging from
one month to a year). This
bonus was in
addition to the
35%bonus tokens
p
romised to "whitelist"
participants,
who had already
committed to
purchase OPP Tokens before
the
February 2018
Pre-Sale.
54. Under the
SAFT's terms,
investors would
automatically receive OPP Tokens
upon
the
public release of Opporty's
purported
``minimum viable
product," which would be
w
hen Defendants
deemed
Opporty's platform to have
met certain
functionality requirements
d
efined in
the SAFT, including
that
users
would be
able to receive,
use, and purchase
OPP
Tokens,
and also enter into
decentralized escrow smart contracts
on
the platform.
55.
Opporty's
SAFT required OPP Token
purchasers to
review and
acknowledge
receipt of
Opporty's
PPM.
5
6.
The PPM
provided that "[a]
significant portion of
the proceeds of
the Offering
will
be used by
[Opporty] to
develop the technology
supporting
the Opporty Ecosystem, to
a
chieve the
Minimum Viable Product, to
build-out
the decentralized network
powered by a
b
lockchain and OPP
token, and to
reimburse Clever Solution Inc.
for expenditures
in connection
with
the
Existing
Functionality, ... in the amount of
$250,000."
(c)
Defendants
Led Investors To
Reusoraably
Believe
DPP
Tokens Were Securities
and
Did Not
Register
Opporty's
Offering With
the
SEC
~
7.
The OPP
Tokens
sold
by
Defendants were
investment contracts
and, thus,
s
ecurities.
Defendants
marketed OPP Tokens as
securities and ledznvestors to
reasonably
1
4

believe that OPP Tokens were securities, as
evidenced
by
Defendants'
offering and promotion
materials
and public statements.
~8. First, the ICO
involved an investment of money.
Purchasers paid virtual
currency —
ETII — in exchange for
their OPP Tokens.
5
9. Additionally, Opporty's bounty program also
constituted an offer
of
securities,
b
ecause Defendants — in
exchange for offering OPP Tokens to
bounty program participants —
o
btained
value in
the form
of the bounty program participants'
marketing and promotion of the
ICO
on social media, websites,
and other online forums
that substantially increased the
o
ffering's
exposure worldwide.
60.
Second, investors' purchases
of OPP Tokens constituted investments
in a
c
ommon enterprise. Under the terms of the SAFT and
PPM, Defendants
stated that they would
p
ool the proceeds raised
from investors and
use
a
significant portion of them to develop
Opporty's
platform.
61. Defendants,
in fact, did pool the proceeds of the
sale of OPP Tokens,
in
both
O
pporty's digital wallet and in Opporty's
bank account
located in
Texas.
6
2. Defendants
purportedly used some of the ICO proceeds to develop Opporty's
p
latform. Defendants typically converted ETH to fi
at currency
to
pay
purported developer
i
nvoices,
and
any
remaining funds were
transferred
to Opporty's
and/ar Clever Solution's
c
hecking accounts.
63.
Third,
Defendants
led investors to reasonably expect that
they would receive
profits fr
om their OPP Token
purchases because of and due to Defendants' efforts.
6
4. Defendants
publicly and repeatedly represented that the value of OPP Tokens
would
increase
with
the development of OppoF-ty's ecosystem,
and would be tied to the overall
15

value of
Opporty's services
and services
provided
by
its users.
For
example, the White
Paper
s
tated
that the tokens
are
"protected against
volatility anc~
devaluation";
their value "is
supported
by
the
growth of
the Opporty
community";
and their value "is
tied to
the overall value
of
O
pporty['s]
services
and
to
services
provided at
4pporty
by
third-party vendors
aY~d
c
ontractors."
6
5.
In its September 25,
2017 press
release
promoting its ICO,
Opporty
stated that
the
"value
[of OPP Tokens]
will
increase as the
platform
develops."
Grybniak
retweeted this press
r
elease on
the
same day.
66.
Later, in
October 2017,
Grybniak
tweeted an article
published
on an ICO-focused
w
ebsite
that quoted him as
stating,
"Opporty's platform
strives to
expand its
functionality,
i
ncreasing the
value of OPP
tokens," and
"[the]
value of tokens is
not only
stable but will rise
with each
step
of Opporty's
development."
67.
Further,
Defendants
touted to OPP
Token
purchasers a readily
available
trading
m
arket in
which OPP Token
purchasers
would be able to
sell their
OPP Tokens.
Specifically,
D
efendants
represented that they had
relationships
with digital
asset
trading platforms and
would
list
OPP
Tokens for trading
after
the
ICO.
For
example, on
December 21, 2017,
Opporty
t
weeted that
it had a
partnership with a
decentralized liquidity
network
to
enable OPP Token
purchasers
to
convert OPP Tokens
into
other digital assets
after
distribution. Later, on
February
7,
2018, in
response to a
bitcointalk.org user's
question in a
public forum
concerning
"what
p
latform
will the [OPP
Token]
be traded [on] after
the ICO?,"
Opporty
publicly
replied that it
h
ad
"already" been
'`accepted" by
[a specific
digital asset
platform]"; it was
"talking to" at
least
t
wo other
trading platforms;
and that
the "listing will be
after [the] IC4
[is] over."
1
6

68.
In addition, Defendants
touted the
future transferability
of OFP Tokens into
a
l
iquid market.
For
example, the White Faper
represented that
Opporty's users would be able to
e
xchange tokens
for fiat
currency.
64.
Defendants also
guaranteed to OPP Token
purchasers
fixed amounts of bonus
tokens,
ranging from 5%
to 90% depending on
the number of
OPP Tokens
purchased (and the
l
ength of
the holding period
each OPP Token
purchaser had agreed to),
as
well
as
another 35%
b
onus for investors
who
had signed up for the
whitelist. These
bonuses led OPP Token
p
urchasers to
expect that they
could immediately
generate profits
relative
to
the
current market
v
alue of
OPP Tokens
at the time of
distribution,
by
reselling
the tokens on a
secondary trading
m
arket.
70.
Defendants
led OPP Token purchasers
reasonably to understand
that the success
of
Opporty's
ecosystem
would be determined by,
and the result of,
the efforts of Defendants.
I
ndeed, investors
were told that they
would have no role in
Opporty's
venture or the
d
evelopment
of Opporty's
platform. The PPM
provided that
"[i]nvestors in SAFTs and holders
o
f OPP
Tokens
will have ... no voting,
management or control rights or
other management or
c
ontrol
rights in Opporty."
71.
Also,
in Opporty's offering materials,
Defendants
touted the experience and
abilities
of
Opporty's '`management
team" —which
the PPM identified as
Grybniak
("Founder')
a
nd an
other
individual
who
``provides
technical leadership and
training to
Opporty team
m
embers"
and
``communicates
[Opporty] strategy to partners
and investors."
7
2. Opporty's
offering materials
also identified the
specific
uses of
investor funds and
c
oncrete steps
Defendants
would take
to
develop
Opporty's ecosystem.
17

73.
In addition to
leadiil~ investors
to reasonably
believe that C}PP Tokens
were
s
ecurities,
Opporty's
offering materials
disclosed
that there was a
risk that
OPP Tokens could
be
f
ound
to
constitute securities
under the U.S.
securities laws.
74. For
example, the F'PM classified
the risk
that OPP Tokens
would be found. to
constitute
securities
as a
"significant" one, and in
discussing
that risk,
referenced the SEC's
July
2~,
2017
Report of
Investigation
concerning DAO Tokens
—summarizing
the SEC's
view that
d
igital assets
may be
securities and
that the federal
securities laws
and
registration requirements
"apply to
those who
offer and
sell securities in the
United States
... regardless
whether
those
securities
are being
purchased
using
U.S.
dollars
or virtual
currencies,
and regardless whether
they
are distributed
in
certificated form or
through
distributed ledger technology."
The PPM also
e
xpressly
referenced the SEC's
Cease-and
-Desist Order, In the
Matter
of
ILlunchee, Inc.
dated
D
ecember 11, 2017, and
acknowledged that the SEC had
``concluded that
Munchee Tokens, too,
w
ere securities,
despite
their characterization as
utility tokens
and
despite the
existing
f
unctioning
Munchee platform." The
PPM also
stated, "[t]he
Commission
emphasized that the
label a
developer attached to
a virtual
token was irrelevant to
the
legal analysis."
7
5.
Moreover,
Defendants publicly
acknowledged that Opporty's ICO
of
OPP Tokens
l
ikely
constituted a securities
offering
by
filing
a Form D with
respect
to
the offering with the
SEC
on
February 20, 2018
—several months after Defendants
began their general
solicitations
a
nd
directed
selling efforts in
the United States an
d abroad.
76. As
discussed above in paragraphs
25
and
26,
under Sections
5(a}
and
5(c) of
the
S
ecurities Act, any
offer or
sale of a security
must be
registered with the SEC.

77.
Defendants
did not file a
registration
statement with
the SEC
for Opporty's
ICO
o
f OPP
Tokens,
and no
registration statement
was
ever
in
effect
wit~1
respect to the OPP
Tokens
o
ffered
and
sold
~y
Opporty.
78.
Instead,
Opporty filed
a Form D
with the SEC
fora
$~0
million securities
offering
of
OPP
Tokens, signed by
Grybniak. In
the "Type(s)
of Securities
Offered" section
of the
Form
D,
Opporty
stated
that it was
offering the
"rights to
receive the
company's
tokens
in the future
via a
Simple
Agreement for
Future Tokens
(SAFTs)."
In the
"Offering
and Sales
Amounts"
s
ection of its
Form D,
Opporty
stated
that
its
"offering
was
made under a
claim of
federal
e
xemption under
Rule 506(c)
andJor
Regulation S
under the
Securities
Act of 1933."
However,
no
exemption
from
registration was
available in
connection
with
Opporty's ICO
at the time of
the
offering.
(d)
Defendants
Del~ryed and
Ultimately
Canceled
Phase Two of
the ICO
and
D
istributed the
OPP
Tokens To
Those that
Already
Purchased
Them
79.
After the
February ?018
Pre-Sale,
Opporty
announced
that it
planned to start
``phase
two,"
or the
"main sale,"
of its ICO
for OPP
Tokens in or
around
late-March 2018.
80.
Despite
later delaying
``phase
two,'"
Defendants
continued to
solicit
potential
i
nvestors,
on
Opporty's website
and
via its social
media
platforms, in
anticipation
of the main
sale
of
OPP Tokens to
be held
later in 2018.
81.
On
October
29,
2018,
however, Opporty
announced via its
Social
Media Channel
t
hat it
would not be
proceeding
with
phase two of the ICO,
but that investors
would be able to
p
urchase
OPP
Tokens on a
purported
"exchange."
82.
Two
days later,
on
October 31, 2018,
Opparty
announced on its
Social Media
C
hannel that
it had
listed OPP Tokens
on a
digital asset
trading
platform in
Australia.
By
listing
1
00
million OPP Tokens
—from its
unsold
token inventory —
on that
Australian
trading
platform,
1
9

Opporty
provided
liquidity and a
secondary
market for
OPP Tokens;
and
sought
to
~7enerate
r
evenue
for
itself from the trading
of OPP
"Tokens.
83.
The
same day,
Opporty
tweeted that it
would
distribute OPP
Tokens to bounty
p
rogram
participants,
which by
that time
constituted 60
participants
eligible to
receive
a
pproximately 1.7 million tokens.
84.
On
December ~, 2018,
Opporty
announced an its blog
that
its
platform had
p
urportedly
achieved "minimum
viable
product" status,
which was
the `'Token
Generation
E
vent"
under
the SAFTs whereby
Opporty
would
distribute the
OPP Tokens to
those investors
who
had
previously purchased
OPP
Tokens. As a
result of this
announcement,
Opporty
began
d
istributing
almost 10
million OPP
Tokens to
purchasers.
8
5.
Opporty's
platform
remains available on
and
via the Internet.
Opporty has
g
enerated little
or
no
revenue from its
operations, an
d OPP Token
purchasers
have been
unable
to
use or
exchange
their OPP Tokens
for goods
or services on
Opporty's
platform in
the
United
S
tates.
B.
Defendants
Made
Material
Misrepresentations
and
En6a6ed In Other
Deceptive
C
onduct in
Connection
With the ICO.
86.
During
and in the
unregistered offer
and sale of
OPP Tokens,
Defendants
made a
n
umber
of
materially false and
misleading statements to,
and
engaged in other
deceptive conduct
with
respect to,
potential
and actual investors, in
order to
create false
impressions
concerning the
v
iability,
browth, azld
legitimacy of
Opporty's user
base, platform,
and ICO.
87.
Defendants'
promotion
of the ICO
and touting of
Opporty's
platform were
i
nextricably
linked,
as
reflected in the ICO
offering
materials and
on Opporty's
website and
s
ocial
media posts
during
the period
September 2017 to
October 2018.
Indeed,
pursuant to
O
pporty's
offering materials,
the
purchased OPP Tokens
would allegedly be
used
to
transact
~~17

business on Opporty's
platform. For
example, the ~'PM provided that OPP Tokens would
`'enable
bath service providers and
customers to
utilize platform
services"
by "[e}xecuting
transactions,"
"[p]aying far f~pporty
Ecosystem-based services, such as priority listings," and
"[u]tilizin;
smart contracts."
88. ~1s the founder, sole owner, and sale officer of Opporty, Grybniak had control and
ultimate authority over
the
content of, and
statements
made in,
Opporty's
ofFering and
p
romotional materials, including online material posted on Opporty's U.S. and other websites
and
social media channels and pages.
89. Throughout the period September 2017 to October ?018, Grybniak had access to
and could
post from Opporty's Twitter and
Facebook accounts
and on
Opporty's Social Media
Channel and other
online
forums. During that same period, Grybniak was responsible for the
o
verwhelming
majority
of Opporty's online statements (not including
statements
he made
from
his
own personal social media accounts), either
by
posting the statement
himself, directing an
O
pporty contractor to
post
a specific statement, or otherwise authorizing an Opporty contractor
r
etained
by
Grybniak to post the
statement. In that
period,
Grybniak
reviewed
most, but not all,
of
Opporty's online statements before they were made or published, and any
other statements
were read or reviewed by Grybniak after publication. During the relevant period, Grybniak had
t
he ability and
authority
to
approve,
modify, or prevent the posting of any online statement made
by
Opporty.
9
0. During the promotion and marketing of the ICO, Grybniak routinely touted
O
pporty's platform located on Opporty's website, which was operative and accessible during the
period
September 2017 to October 2018. Further, Grybniak provided
potential investors links to
webpages on Opparty's
platform.
Far example, on October
9,
2017, a potential
investor
posed
21

the
question, "what do
you mein by
`verif ec~ cornpany protiles,"'
in
a publicly available
forum
on
Opporty's
Social Media
Channel. In
response, on the same day,
Grybniak
posted links to the
p
rofile pages of
four
purported "verified providers"
on Op~orty's
platform.
9
1.
Grybniak generally
directed Opporty's
contractors
regarding their
work in
d
eveloping Opparty's
platform.
Those contractors provided updates
to
Grybniak about the
d
evelopment of
Opporty's
platform —including the
number of,
and identities of,
the companies
c
omprising
Opporty's business catalog
and
"verified providers.''
(a)
Defendants'
False and
Misleading
Claims
About
Opporry's
"Verified Pr•ovzders"
9
2.
In connection with
their offer and
sale of OPP Tokens,
Defendants
falsely
r
epresented, and
misled
potential and actual investors to
believe,
that they had
"onboarded" a
large
number
(over 6,000) of
"verified providers"
from Opporty's
purported
business catalog. In
f
act,
only approximately
155
businesses ever agreed to
register with
Opporty as verified
p
roviders.
Included in
Defendants' artificially
-inflated
number of "verified providers"
were
businesses
that,
Defendants
knew,
had
expressly
declined
to
sign up
for Opporty's
platform, as
well as
businesses that
simply had not
responded to Defendants'
solicitations to
be included on,
c
ontribute
content
to,
and/or do
business on Opporty's
platform.
9
3.
Defendants publicly
touted Opporty's
"ever-growing
number of
verified
p
roviders" on Opporty's
website and via social media, to,
among other
things, create the
false
i
mpression
that Opporty's
efforts to develop and
promote
the
platform were
resulting in the
growth of
the number
of small businesses
that were willing to
conduct business
on Opporty's
p
latform.
9
4.
For
example, on October 9, 2417,
Grybniak
publicly posted on Opporty's
Social
M
edia Channel,
"[w}e have
already about a 1000
verified company
profiles. I cannot tell
exact
n
umber
because their
amount growing on
the daily basis."
In response to
another user's
?2

question,
"what do
you mean by
`verified company profiles',"
C~rybniak replied,
"[v]erified
p
rofessionals who
are
contributing
[content] and/or
able
to
respond to
client requests
providing
services."
9
5. In
addition, on
November 26,
?017,
Opporty tweeted,
"[t]ake
a look at the results
we have
achieved
together" and
attached a photo
representing
that Opporty
had
"1,000+"
v
erified
profiles and that it
was adding
"20-80 weekly."
96.
On
December 28, 2017,
in response to
a Social
Media
Channel user's
publicly
p
osted
question, "[d]o you
think you
can convince
enough
customers and
companies to
use
O
pporty?,"
Grybniak
publicly replied,
"We
already have
1000+
verified
providers in US,
and
a
round
300+
in UK
and
Canada."
97.
On
January 1, 2018, in
response to
another user's
question, "[d]oes
Opporty have
a
list of
companies and
customers
that are willing to
use
this
platform?," an
Opporty
r
epresentative publicly
replied,
"1000+
verified
profiles from
professional legal
companies[,]
O
pporty.co.uk
managed to
onboard
280+
UK companies
in the
first week of
our UK launch[,
and]
Opporty.ca has
already
onboarded
300+
companies in
Canada."
9
8.
In or
around March
2018, after the
Pre-Sale an
d while Defendants
were
soliciting
i
nvestors for
phase two
of the ICO,
Opporty —with
Grybniak's
knowledge
and approval —
p
ublished a
"one-pager"
promotional
summary of its business
on its
website, stating:
"Opporty is
a
fully
operational
platform, with
~SK+
providers
in the
US,
700 providers
in UK, an
d  300
providers
in Canada."
99.
On
April 10, 2018,
Grybniak was
quoted in
an article
published on a
blockchain-
focused
website, stating,
"Opporty is a
live platform, with
solid
product traction
and
a
growing
23

community. The marketplace has
already onboarded
6K+
providers
in the
US,
700+
providers
in
the UK, and
300+
providers in
Canada."
100.
These statements, however, were materially false
and misleadinb
because
G
rybniak and Opporty grossly
inflated the actual numbers of
so-called "verified providers" who
had
expressed even the slightest
interest in `joining" or being "onboarded" by
Opporty. In
r
eality,
the vast majority of these so-called `'verified providers"
were entities and
individuals
from
the third
-party database Defendants had
purchased, whom Defendants had
unsuccessfully
s
olicited by
email to sign up to be providers on Opporty's
platform.
1
01. Grybniak and Opporty
claimed that from 1,000 to over 6,000 verified U.S.
p
roviders had been "onboarded." In
fact, only approximately 200 businesses
had even
r
esponded
to Opporty's
email solicitations to
register as providers on Opporty's
platform. The
o
verwhelming majority of the so-called verified providers
never responded to Opporty's
email
s
olicitations to register with it.
1
02. OFthe 200 business that
responded
to Opporty's
solicitations,
approximately 155
a
greed
to
register
with
Opporty
as
verified providers. The others that
responded expressly
r
equested that Opporty remove their profiles
and information from Opporty's
platform. For
e
xample,
on July 11, 2018, one such "verified
provider" wrote to Grybniak, at
[email protected],
r
equesting
that he remove all of that company's data and records
from Opporty's
platform.
103. Notwithstanding the
foregoing, Defendants publicly
and falsely claimed, dtirin~
the ICO,
that over 1,000 (and
later,
as
many
as
"6000+")
U.S. businesses
were verified or had
been
"onboarded," by expressing
their willingness to do business
on
Opporty's
platform.
104. Through the foregoing misrepresentations
concerning Opporty's
business catalog
a
nd
"verified
providers,"
Defendants created the materially false and
misleading impression that
24

Opporty
had
created
a
functioning
platfozm
used
within
an
existing
ecosystem;
that
thousands
of
b
usinesses
had
signed
up
to
transact
business
an
it;
and
that
it
eras
growing
rapidly.
Hc~~vever,
D
efendants
had
no
reasonable
basis
for
znal:ing
those
assertions
and
creatinb
that
false
an
d
m
isleading
impression.
1
0~.
Moreover,
potential
investors
who
accessed
Opporty's
web
-based
platform
during
t
he
relevant
period
would
find
further
deceptive
and
misleading
information.
1
06.
For
example,
Opporty
—with
Grybniak's
knowledge
—identified
certain
purported
"
verified
providers"
as
recipients
of
its
'`Customer
Choice"
award
on
the
profile
pages
that
O
pporty
created
for
the
providers
on
its
website.
At
one
point,
as
many
as
2,000
entities
were
l
isted
as
"Customer
Choice"
award
winners.
This
created
an
additional
materially
false
i
mpression
that
these
specific
providers
had
been
recognized
for
their
"outstanding
service"
to
O
pporty
customers,
despite
the
fact
that
these
providers
had
not
signed
up
to
transact
business
on
O
pporty's
platform
and
had
not
provided
any
sezvices
to
any
customers
using
Opporty's
p
latform.
Whereas
Opporty
was
claiming
that
2,000
entities
had
won
awards,
in
reality
fewer
t
han
200
businesses
had
even
agreed
to
participate
in
Opporty's
platform.
1
07.
Certain
of
the
"verified
provider"
profile
pages
on
Opporty's
website
also
i
ncluded
a
"Feeds"
section
purporting
to
identify
—via
specific
date
and
time
stamps
—when
s
uch
providers
had
logged
onto
Opporty's
platform.
The
"Feeds"
section
was
a
sham
and
these
l
ogin
representations
were
false,
as
all
but
a
few
of
the
purported
"verified
providers"
had
never
e
ven
responded
to
Opporty's
solicitations
or
agreed
to
be
"onboarded,"
much
less
logged
onto
O
pporty's
platform.
The
date
and
time
stamps
created
the
false
impression
that
purported
p
roviders
were
active
users
of
the
Opporty
platform,
when
in
fact
they
did
not
use
it
at
all.
2
5

108.
By way of
example,
the profile page of a
Washington,
D.C.
law
firm
on
C
?pporty's
website falsely
indicated
both that the
law
firm had
won a "Customer
Choice" award
in
November 2017, and
that it had
logged onto the Opporty
platform on
specific dates and at
s
pecific times
in 2017 on
at least six occasions,
according
to
the "Feeds" section of the
webpage.
T
hat
law firm
vas
not aware
that it even had a profile
on Opporty's platform,
much less that
it
had
been designated as
the
recipient of any award. The law firm
never
agreed
to
be "onboarded"
or
otherwise
registered with Opporty to
provide
services
on
Opporty's platform,
and it had
never
l
ogged onto Opporty's
platform.
1
09.
Defendants
knew or were reckless in
not knowing that all
but a relative
few
of
the
t
housands of
businesses from
its ``business catalog" had
agreed to
be "onboarded," or had even
c
onfirmed
that they were willing to
transact business
on or provide content to
Opporty's
p
latform. Grybniak, in
particular, directed and approved of
Opporty's
supposed verification
process,
and he
knew that the overwhelming majority
of purported
verified providers had not
actually
agreed to
be "onboarded"
or registered on Opporty's
platform.
110. Likewise,
Defendants
knew or were reckless in not
knowing that Opporty's
"
Customer
Choice" awards
were fake and that the ``Feeds"
section of
certain profile pages on
O
pporty's
website reflected fictitious
login timestamps.
In particular, Grybniak
knew or was
reckless
in not knowing
that
the award and timestamp information was
not
legitimate, based on
his
role in
developing the
platform, his access to the
platform., and
the updates he received from
those
Opporty and
Clever Solution contractors
responsible for
building and developing the
O
pporty
platfornl.
111. A
reasonable investor would have
considered
important
in
making his or her
i
nvestment decision the
truth about
whether the thousands of
purported "verified providers"
had
2
6

actually
agreed
to
be
"onboarded" or
registered as
verified
providers;
were willing
to do
business
on
~pporty's
platform;
had
actually
created
and
shared
content
on Opporty's
site; had
won
l
egitimate
customer
choice
awards
based
on customers'
experiences
transacting
business with
them
on
Opporty's
platform; or
had
actually
lobged
onto
Opporty's
platform
—all of
which
D
efendants
misrepresented.
(b)
Defendants'
Fcrlse
and
Misleading
Clazms
Concerning Opporty's
Bz~siness
Catalog
112.
Relatedly, in
connection
with their
offer
and
sale of OPP
Tokens,
Defendants
f
alsely
touted that
Opporty's
platform
had over 17
million
small U.S.
businesses
in
its
business
catalog
or
database,
implying,
and
misleading
investors
to
believe,
that
Opporty had
a
large and
g
rowing
base of users
who had
the
ability to
list
their products
and
services
on
Opporty's
web-
b
ased
platform.
113.
For
example, on
September 15, 2017,
Opporty
publicized on its blog
its
recently
added
"large
database
with over
17
million US
companies''
and
declared
that,
"[n]ow you
can
e
asily
find a
company
or
industry
[on
Opporty's
platform]
in
a few clicks."
1
14.
In
addition,
Opporty's
one
-pager
promotional
summary
stated,
"[t]here
are
a
pproximately 147
million small
businesses in
Opporty's
initial
targeted
markets"
and
r
epresented
that
Opporty
had
added 17.7
million companies
to
its
opporty.com
database. This
c
reated
the
impression
that Opporty
had
taken some
action to
distinguish these
17.7
million
c
ompanies
from the
larger
number of
targeted
businesses in
the U.S.
market,
incl~zding
checking
o
r
confirming that
these
purported
companies
were,
in fact,
companies and thus
able to
receive
s
ervice
requests and
otherwise
conduct business
on
Opporty's
platform.
1
15.
Defendants
made
similar representations
elsewhere,
including on
November 26,
2
417, in a
tweet
from
Opporty's
Twitter
account.
27

116.
However,
Opporty's
purported
database of U.S.
businesses
eligible to
conduct
b
usiness
on
Opporty's
platform tivas
merely a
c~Ilection
of over 2Q
million
entity and
individual
p
rofiles
that Defendants
had
purchased from
athird-party
vendor for $297.
Defendants did not
d
isclose this
tact to
potential
investors
in Opporty's
offering rriaterials,
on its
website,
or
e
lsewhere,
thereby
rendering
the statements
they
did make
materially
misleadinb.
1
17.
After
purchasinb this
profile
information,
Opporty simply
uploaded over 17
m
illion
of the
profiles to its
website, holding
those
entities and
individuals
out as its
own
catalog
of
small
companies
doing
business
in the
United States.
Defendants did
not
confirm that the
17
m
illion
-plus
profiles (of
entities
and
individuals)
were actual
businesses
before
making
their
m
isleading
representations
about
Opporty's
purported U.S.
business catalog.
118.
Indeed,
Opporty's
purported U.S.
business catalog
did. not consist
entirely
of
a
ctual
U.S. small
business
but also
included profiles of
government agencies
and
officials and
various
other
individuals.
119.
On each
profile
page of the
purported 17 million
small
businesses in
Opporty's
U
.S.
database,
Opporty
platform users
could
supposedly
submit
requests and offers
for
services
to
or
with
respect to
the
respective business.
One of
the 17
million-plus
"businesses"
included in
O
pporty's
database and
available on its
platform was
the then-U.S.
Attorney
General, wl~o
a
ccording to
Opporty was
eligible to
provide "Law" and
``General Litigation"
services
in
W
ashington,
D.C.
120.
Opporty's
business
catalog also
included a
profile far
the SEC,
which
according
to
Opporty
was
eligible to
provide
services to
Opporty
customers in the
area of
"Commodity
and
S
ecurity
Brokers,
Exchanges,
Services
and
Dealers
(Finance)."
2
$

121. As
Grybniak and Opporty
knew or were reckless
in not knowin„
such persons
and
agencies were
not able to
transact business on Opporty's
bl~ckchain-based platform, as
Defendants
had
represented.
122.
Grybniak, in particular,
directed or at least
knew about Opporty's
purchase of the
d
atabase profiles
from a
third party, and therefore
knew that those entities
and individuals
were
not
automatically eligible and able to
transact business
on Opporty's platform.
123. A
reasonable
investor in Opporty's ICO
would consider the
size and growth of
Opporty's
potential user base, as well as
the truth
about whether over 17 million
businesses
in
O
pporty's business
catalog
were actually businesses able to do
business
on Opporty's platform
as
Defendants
had
represented,
to
be
important
in
making his or her
investment decision.
(c)
Defendants'
False and Deceptive
Misappropriation of
Third-Party Content
124.
In connection with their
offer and sale of OPP
Tokens, Defendants
further
d
eceived
investors and
exaggerated the size
and viability of Opporty's
user and
customer base,
by
misappropriating
third-party
content and representing it as
Opporty's own
content.
125.
As
early as 2017, Opporty beban
copying reviews
and '`star ratings" of a
number
of its
so-called `'verified providers"
from
awell-known customer ratings and reviews
website,
o
wned and run by
a company makes
profits primarily by
attracting large numbers
of visitors to
its site to
read
the reviews, and then selling
advertisements
("Company A"). As of its fi
rst OPP
T
oken sales
in February 2018, Opporty
had
posted these reviews and ratings
on the
profile
pages
of
these
'`verified providers'' on
Opporty's
website tivithout any attribution
of the source of
the
r
eviews
and ratings, and in
violation of Company A's
terms of service. These reviews
and
ratings
remained
an Opporty's U.S. platform
throughout the ICO.
29

126.
4pporty's
website
further
falsely
claimed that
O~porty had
selected
hundreds
of
these
purported
verified
providers as
"I'op-5"
businesses
in
their
respective regions,
via
a
pplication of
Opporty's
"special algorithm."
This
created
the
False and
misleading
impression
that
Opporty's "top"
lists
were the
result of
Opporty's
own
efforts and
of
reviews and
ratings
c
reated by
actual
users
of
Opporty's
~~eb-based
platform.
127.
For
example,
Defendaalts
purported to select
and
identify on
Opporty's U.S.
w
ebsite the
``Top-~
General
Litigation
Law Companies
in
Washington,
District of
Columbia,"
ti
vhich
included
the same
law
firm
identified
above in
paragraph
10$. On this
``Top-~"
page,
and
for
each
of the
purported
``Top-5"
firms,
Opporty
posted
certain
reviews
and ratings
that
D
efendants
had
misappropriated from
Company
A. On
the
same
webpage,
Opporty falsely
s
tated,
"Opporty's
quality
control
team has
developed a
special
algorithm to create
objective and
a
ccurate
estimations
of
companies'
performance"
and that it
had
applied "50
different factors"
in
a
ssessing
each
of the
eligible companies,
including
"customer
reviews,
customer
satisfaction,
cost of
service,
confidentiality,
[and]
mist level."
128.
Potential investors
visiting any
of
Opporty's "Top
-5"
pages on its
site
during the
r
elevant
period
were led to
believe that
actual users
of
Opporty's
platform
had
reviewed and
rated
the
verified
providers.
129.
In
actuality,
Opporty
had merely
cut and pasted
reviews and ratings
onto its
webpage
from
Company A's
website,
without attribution to
or
the
consent of
Company A.
None
o
f the
reviews
on
Opporty's
site,
including on its
``top" list
webpages,
were
submitted by
actual
O
pporty
users or
customers.
3O

130.
Once Company
A
learned
of
the
misappropriation of its
content,
Company A
d
emanded
that
Defendants
remove
the
misappropriated reviews
and
ratings
from
Opporty's
w
ebsite.
Defendants
complied.
131.
In
addition to
misappropriating
Company
A's
reviews
and ratings,
Opporty also
c
opied
content from
the
websites
of
purported
"verified
providers"
and
posted
the
content on
the
r
espective
providers'
profile
pages on
Opporty's
website, to
create
the
false
impression
that the
providers
had
created
and
contributed their
own
content to
their
Opporty
profile
pages.
1
32.
Defendants
knew or
were
reckless in
not
knowing
that
the reviews,
ratings,
and
o
ther
content
on the
Opporty
platform was
not
created on or
for
Opporty's
platform, but
instead
was
misappropriated by
Defendants
from
Company
A
and other
third
-party sites
and
posted on
O
pporty's site
without
attribution
or prior
consent of those
third
parties.
Grybniak, in
particular,
k
new and
has
acknowledged
that all of
the
reviews on
Opporty's site
came from
Company A's
website
and
none had
been
posted by
Opporty users.
1
33. A
reasonable
investor would
have
considered
it
important in
making his or
her
i
nvestment
decision that the
content,
including
ratings
and
reviews of
businesses
purportedly
t
ransacting
business
on
Opporty's
platform, was not
actually created
nn
Opporty's
platform, and
that
Opporty had
simply
misappropriated
Company
A reviews
and ratings
without
attribution to
o
r
consent fr
om
Company
A.
(d)
Defendants'
False
anc~
Misleading
Clazms
About
Opporry's
"Partnership" With
a
High
-Profile
Software
Company
1
34. In
connection
with
their
offer and
sale of
OPP Tokens,
Defendants
falsely
r
epresented
that Opporty
had a
business
"partnership"
with
ahigh-profile
software
company
(
"Company B")
and
that
Company
B was
a
"participant'" in
Opporty's ICO.
3I

135.
For
example,
curing the ICO,
Defendants
prominently
displayed the
trademarked
C
ompany B
lobo,
without
Company B's
consent,
under the
"Partnerships
and
Participations"
s
ection
of its
ICO landing
page and
``one
-pager"
promotional
summary posted
on
Opporty's
website.
136.
Further, on
October 17, 2017,
Opporty's
Twitter
account
publicized and
linked to
an
article
published
on a
third-party
website
discussing
recent
and
Forthcoming
ICOs,
containing
a
screenshot from
Opporty's
website reflecting
the
trademarked
logos of
Company
B and
other
"Opporty
Partners,"
including
Clever
Solution.
137.
In reality,
Company
B had not
agreed to
participate
in
or partner
with
Opporty, in
c
onnection with
the
ICO
or the
development of its
platform.
138.
Company B
had
nothing do with
Opporty's
unregistered
offering
of OPP
Tokens,
and
had
not authorized
Opporty
to use
or
display its
trademarked logo.
Company
B had
merely
g
ranted Opporty
a
license
to
use its
cloud computing
services.
Defendants
never asked
C
ompany B
for
permission to
use its
logo in
Opporty's
offering or
marketing
materials.
1
39.
Defendants
knew or were
reckless in
not
knowing
that Company
B was
not a
p
articipant in the ICO,
had
not
partnered
with Opporty
in
connection with
the ICO,
and had
no
role
with
respect
to
Opporty
other
than providing
cloud
computing
services.
Defendants
thereby
c
reated
the false
impression
that
Company B had,
in some
way,
approved of
Opporty's business
m
odel
and
would be
participating in
the
Opporty
platform or
in the ICO
itself.
140.
Grybniak, in
particular,
knew and has
acknowledged
that Opporty
did not
contact
C
ompany B oz
ask for
permission to
use
its
trademarked logo
in Opparty's
IC(7
promotional or
o
ffering
materials,
including
the "one
-pager"
and ICO
landing
page on
Opporty's
website.
G
rybniak
provided
general
guidance and
direction
re~ardinb
the
creation of the
"one
-paler" and
3
2

ICO
landing
pabe,
and he atso
reviewed and
approved of them
being
displayed
on
Opporty's
website.
1
41.
In
addition,
Grybniak
knew and has
acknowledged
that
Opporty
had only
signed
up to
use
Company B's
cloud
computing
services,
not
to
request or
have
Company B
partner or
p
articipate
in
Opporty's
ICO.
142.
A
reasonable
investor would
have
considered it
important in
making his
or
her
d
ecision
that a
large,
world-renowned
software
and
technology
company was a
partner or
p
articipant in
an
otherwise
-unproven
blockchain
platform.
In
fact, one
OPP
Token
purchaser
l
ocated in
the
United
States
invested
based, in
part, on
Opporty's
ptuported
partnership with
C
ompany B
and his
belieFthat Company
B was
part of
the
``team."
Similarly,
a
reasonable
i
nvestor
would
have
considered
it
important in
making
his or
her
investment
decision that
C
ompany B
had
not
actually
agreed to
partner
or
participate in
the
development of
Opporty's
p
latform or
the
ICO
itselF.
(e)
Defendants'
False
Claims
Regarding "SEC
RegisteYed"
OPP
Tokens
and
Being
"
100%
SEC
Compliant"
1
43. In
connection
with
their offer
and
sale of OPP
Tokens,
Defendants
made
several
m
aterially
false
and
misleading
statements
on
Opporty's
social media
channels
and
pages
touting
t
hat the
OPP
Tokens
had been
registered with the
SEC
and that
Opporty's ICO
was
"SEC
c
ompliant" and
"SEC
regulated."
1
44. Far
example, on
February 8,
201 ~,
three
days
into the Pre
-Sale,
an
Opporty
c
ontractor
posted the
following
on
Opporty's
Social
Media
Channel:
"Opporty
is US
company,
which
provides]
SAFT-regulated presale
and SEC
registered
tokens for
everyone who
have
p
assed
the
KYC/AI verifications."
Opporty's
Social
Media
Channel was
the
primary
vehicle by
w
hich
Defendants
solicited OPP
Token
purchasers.
Grybniak
was
active on
Opporty's
Social
~
^
~
~

Media
Channel
on
February
8,
2018,
and
in
fact,
he
posted
three
times
within
hours
after
the
O
pporty
contractor's
post
and
failed
to
correct
or
otherwise
amend
the
false
statement
that
OPP
T
okens
were
"SEC
re
gistered."
Nor
did
Grybniak
take
down
that
false
statement
or
direct
that
it
b
e
taken
down
at
any
subsequent
time
duri~~g
Opporty's
ICO.
1
45.
The
same
day,
February
8,
2018,
Opporty
also
stated
on
its
Social
Media
C
hannel,
"[d]on't
miss
the
amazing
opportunity
to
participate
in
Opporty's
SEC
regulated
p
resale!"
Similarly,
earlier
on
January
18,
2018,
Grybniak
posted
on
Opporty's
Social
Media
C
hannel,
"[for
now
we
are
100%
SEC
compliant
regulated
ICO
according
to
US
laws."
1
46.
These
statements
were
false
and
misleading.
Defendants
did
not
register
and
have
n
ot
registered
the
OPP
Tokens
or
Opporty's
ICO
with
the
SEC,
and
the
SEC
did
not
represent
or
o
therwise
indicate
to
Defendants
that
Opporty's
ICO
was
"100%
SEC
compliant."
1
47.
Defendants
knew
or
were
reckless
in
not
knowing
that
neither
Opporty
nor
its
I
CO
or
OPP
Tokens
were
or
had
been
in
an
y
way
registered
with,
compliant
with,
or
regulated
b
y
the
SEC.
Grybniak,
in
particular,
knew
that
Opporty
had
not
registered
its
ICO
of
OPP
T
okens
with
the
SEC,
and
he
had
the
ability,
control,
and
authority
to
correct
the
February
8,
2
018,
false
claim
that
OPP
Tokens
were
"SEC
registered
tokens"
made
on
Opporty's
Social
M
edia
Channel.
1
48.
A
reasonable
investor
would
have
considered
important
in
making
his
or
her
i
nvestment
decision
the
truth
about
the
regulatory
and
registration
status
of
Opporty
and
its
o
ffering
of
OPP
Tokens.
Grybniak
knew
that
such
information
would
be
important
to
investors
a
s
he
posted
several
times
on
Opporty's
Social
Media
Channel,
"[w]e
are
a
US
based
company.
W
e
have
to
follow
the
rules
without
exceptions."
3
4

C.
vefenci~nts abtainecl
Money
anc~
Property,
anc~ Relief
Defencl~nt
Recei~~eci
Ill-
Gotten Gains as a
result of I}efendan~s'
Violations
(a) Defendants Obtained
Investt~r~
Funds
149. Defendants
obtained
money
or
property
as
a result of their untrue and misleading
s
tatements of
material fact in their offer and sale of OPP Tokens.
150. Opporty received
approximately
$600,000
from the unregistered
and fraudulent
IC4 of
OPP
Tokens.
151. Grybniak exercised exclusive control over Opporty's ICO
proceeds, which were
deposited into Opporty's
bank accounts
and digital
wallets.
152. Of the $600,000 in ICO proceeds,
Grybniak used some for
undisclosed and
i
mproper purposes. Shortly after
the February-March 2018 sales of OPP Tokens, Grybniak
t
ransferred approximately $13,600 of the offering proceeds to
himself — purportedly to
reimburse
himselFfor already
-incurred personal expenses, including
for
his
travel, rent, and taxes.
153. Defendants
never disclosed to
investors
that OPP Token sale proceeds would be
used to
pay for Grybniak's personal expenses, which was contrary to the express
language of the
"
Use of Funds" section contained in the PPM
and
Opporty's
other offering materials.
154. Because these funds, as well as
the other
proceeds
of Opporty's unregistered and
f
raudulent offering of securities, were obtained as a result of Defendants'
unlawful conduct, they
constitute ill-gotten gains.
(b)
Clever• Solutzon Received Ill-Gotten Gains
From Defendants' Violations
155.
From February 2018 to
June
2019,
Clever Solution received approximately
$147,000 from Opporty's
offering proceeds, ostensibly for services
rendered in developing
O
pporty's platform. Although Opporty's PPM stated
that Clever Solution would
be
reimbursed
$
250,000 from the offering proceeds for past and future services to develop
4pporty's
35

ecosystem,
such
reimbursement
would, according
to
the PPM,
"not
[bed the
result of arm's-
length
negotiations."
156.
Like
Opporty,
Clever
Solution is
exclusively
owned
and
controlled
by,
and is an
alter ebo
of,
Grybniak.
1~7.
A
number
of Clever
Solution's
contractors
were the
same
contractors
who
p
rovided
services
for Opporty.
1~8.
There
was no
formal
agreement
between
Opporty and
Clever
Solution
for any
s
ervices, and
little to
no
documentation of
what
services
Clever
Solution actually
performed for
O
pporty.
159.
In
addition,
Grybniak solely
controlled the
bank
and digital
wallet
accounts of
O
pporty
and
Clever
Solution, and
freely
transferred
and
commingled
funds
between
them.
F
urther,
Grybniak
treated
Opporty's
and Clever
Solution's funds
as his
own by
transferring
funds
from
their
accounts
into his
personal bank
account to
pay
for his
personal
expenses.
160.
As such,
Clever
Solution has no
legitimate claim
to the
approximately
$147,000
in
Opporty's ICO
proceeds, which
constitute
ill-gotten
gains derived
from
Defendants'
securities
l
aw
violations.
FIRST CLAIM
FOR
RELIEF
V
iolations of
Section
10(b) of the
Exchange Act
and
Rule lOb-~
Thereunder
(
Opporty
and
Grybniak)
161.
The
Commission
repeats and
realleges
paragraphs 1
through 160, as
though fully
s
et
forth
herein.
1
62. By
virtue of
the
foregoing,
Defendants,
directly or
indirectly, by
the
use of the
m
eans
and
instrumentalities of
interstate
commerce
or of the mails,
in
connection
with
the
p
urchase
or
sale of
securities: (a)
employed devices;
schen7es,
or
artifices to
defraud; (b)
made
36

untrue
statements of
material fact
and
omitted to
state
material
facts
necessary
in
order to
make
the
statenie~its
made, in
light of
the
circumstances
under
which they
were made,
ilot
misleading;
and
{c)
engaged in acts,
practices,
and
courses of
business
~~hich
operate
or would
operate as
a
fraud
or
deceit.
163.
Defendants
acted with
scienter and
engaged
in the
referenced
conduct
knowingly
a
nd/or
recklessly.
164.
By
engaging
in
the
conduct
described
above,
Defendants
violated, and
unless
r
estrained
and
enjoined
will
continue to
violate,
Section 10(b)
of
the
Exchange
Act [15
U.S.C. §
78j(b)],
and
Rule
lOb-5(a)-(c) [17
C.F.R. §
240.1Ob-5(a)-(c)],
promulgated
thereunder.
S
ECOND
CLAIM
FOR
RELIEF
V
iolations of
Section 17(a)
of
the
Securities
Act
Section
(
Opporty
and
Grybniak)
1
65.
The
Commission
realleges
and
incorporates by
reference
paragraphs
1
through.
160, as
though
fully
set forth
herein.
166.
By
virtue of
the
foregoing,
in
the offer
or
sale of securities,
by
the use
of
the
m
eans or
instruments
of
transportation or
communication in
interstate commerce
or by
use of
the
m
ails,
directly or
indirectly,
Defendants: (a)
employed devices,
schemes
or artifices
to
defraud;
(b)
obtained
money or
property by
means
of
an untrue
statement of a
material fact or
omitted to
s
tate
a
material fact
necessary in
order to
make the
statements
made,
in light
of the
circumstances
u
nder
which they
were made,
not
misleading;
and/or (c)
engaged
ire
transactions,
practices
or
c
ourses
of
business
which
operate
or would
operate as a
fraud
or deceit
upon
the
purchaser.
1
67.
With
regard to
Defendants'
violations
of
Section
17(a)(1)
of
the Securities
Act,
D
efendants
acted
with
scienter
and
engaged in
the
referenced
conduct
knowingly
and/or
~~ith
r
ecklessness,
With
regardinb to
Defendants'
vioiatians
of Sections
17(a)(2)
and
17(a)(3) of
the
3 ~I

Securities
pct,
Defendants
acted
at least
negligently and
engaged in the
referenced
conduct
witl~zout
exercising
reasonable
care.
168.
By
engaging
in
the
conduct
described above,
Defendants,
directly or
indirectly
v
iolated,
end unless
enjoined will
continue
to
violaCe,
Securities
Act
Section
17(x)(1)-(3)
(1~
U.S.C. ~
77q~a)~1)-~~)~•
THIRD CLAIM
FOR
RELIEF
Violations
of
Sections
5(a) and
5(c) of
the
Securities
Act
(
Op~orty
and
Grybniak)
169.
The
Commission realleges
and
incorporates
by
reference
paragraphs 1
through
160, as
though
fully set
forth
herein.
170.
By virtue
of
the
foreboing, (a)
without a
registration
statement in
effect as to
that
s
ecurity, Defendants,
directly
and
indirectly,
made use
of the
means
and
instruments
of
t
z~~nsportation
or
communications
in
interstate
commerce
and
of the mails to
sell securities
t
hroubh
the use of means
of
a
prospect~zs or
otherwise,
and (b)
made
use of the means
and
i
nstruments
of
transportation or
communication in
interstate
commerce
and of the
mails to
offer
to
sell throubh
the
use of a
prospectus
or
otherwise,
securities as
to
which no
registration
s
tatement
had
been filed.
1
71. By
engaging in
the
conduct
described
above,
Defendants,
directly
or
indirectly
v
iolated, and
unless
enjoined will
contirnze to
violate,
Securities
Act Sections
5(a)
and 5{c) [15
U
.S.C. ~~
77e(a) and e(c)].
FOURTH CLAIM
FOR
RELIEF
A
iding
and
Abetting
Opporty's
Violations
of
Sections
5(a)
and ~(c) of
the
Securities Act
(
Grybniak)
1
72.
The
Commission realleges
and
incorporates by
reference
parabraphs
1
through
1
6Q, as
though
fu11y
set forth
herein.
JS

173. By
virtue of the
foregoing,
Defendant
Gr~~bnialti
knowingly or
recklessly provided
s
ubstantial
assistance to Opporty
in its
violations
of Sections
5(a} and
5(c) of the Securities
Act.
174. By
engaging in
the
conduct
described
above,
Defendant
Grybniak
aided and
a
betted,
and unless
restrained and
enjoined will
continue to
aid and
abet,
violations of
Sections
5(a)
and
5(c) of the Securities
Act [15 U.S.C. § ~
77e(a), 77e(c)],
in
violation of
Section
15(b}
of
t
he
Securities
Act
[l~
U.S.C. §
7~o(b)].
F
IFTH
CLAIM FOR
RELIEF
Aiding
and
Abetting
Opporty's
Violations
of
Section
1'7(a} of the
Securities Act
(
Grybniak)
175.
The
Commission
reallebes and
incorporates by
reference paragraphs
1
through
160, as
though fully
set forth
herein.
176.
By virtue of
the
foregoing,
Defendant Grybniak
knowingly or
recklessly
provided
s
ubstantial
assistance
to
Opporty in its
violations of
Section
17(a) of the Securities
pct.
177.
By
engaging in the
conduct described
above,
Defendant
Grybniak aided and
a
betted,
and
unless restrained
and
enjoined will
continue
to
aid
and abet,
violations of
Section
17(a)
of
the Securities
Act [15
U.S.C. ~
77q(a)(1)-(3)],
in
violation
of Section 15(b)
of
the
S
ecurities Act
[15 U.S.C. §
78o(b)].
S
IXTH
CLAIM FOR
RELIEF
A
iding
and
Abetting Opporty's
Violations of
Section
14(b}
of the
Exchange Act and
Rule
lOb-5
Thereunder
(
Grybniak)
178.
The
Commission
realleges
and
incorporates by
reference
parabraphs
1 thraubh
1
60, as
though fully
set forth
herein.
179.
By
virtue of the
foregoing,
Defendant
Grybniak
knowingly
or
recklessly provided
s
ubstantial
assistance to
Opporty in its
violations
of Section 10(b)
of the
Exchange Act
and Role
l Ob-5
thereunder.
39

180. By engaging
in the
conduct described
above,
Defendant Grybniak
aided and
a
betted,
and unless
restrain~:~ and
enjoined wi11
continl~e to aid
and abet, violations
of Section
10(b)
of the Exchange
Act [15 U.S.C. §
78j(b}],
and
Rule 10b
-5(a)-(c) [17 C.F.R. §
240.1Ob-
5(a)-(c)]
thereunder, in
violation of Section
20(e) of
the Exchange
Act [I S U.S.C. ~
78t(e)].
S
EVENTH CLAIM
FOR RELIEF
U
njust
Enrichment
(
Clever
Solution Inc.)
1
81.
The Commission realleges
and
incorporates by
reference paragraphs
1 through
160,
as
though fully set
forth
herein.
1
82.
Section 21(d)(5) of
the
Exchange Act [15 U.S.C. §
78u(d)(5)] states:
"In any
a
ction
or
proceeding
brought or instituted by the
Commission under any
provision of the
s
ecurities
laws,
the Commission may
seek,
and any Federal
court may grant,
any equitable relief
t
hat may
be appropriate
or
necessary for the benefit
of investors."
183. As
described above, Relief
Defendant
Clever Solution received funds
and assets
t
hat were
the proceeds,
or are traceable to
the proceeds,
of Defendants'
unlawful activities, as
a
lleged
herein,
and Clever
Solution has no
legitimate claims to
these proceeds.
184. Relief
Defendant Clever Solution
obtained
the funds and assets in
connection
w
ith the
securities
law violations alleged in
paragraphs 1 through 160
above an
d under
c
ircumstances
in which it is
not just,
equitable, or
conscionable for it to retain
the finds and
property. As
a result,
Clever
Solution
was
unjustly
enriched.
40

PRAYER FOR
RELIEF
W
HEREFORE, the
Commission
respectfully requests
that
the Court
grant the
following
relief:
I.
A
Final.Tudgment
permanently restraining
and
enjoining
Defendants and their agents,
s
ervants,
employees,
attorneys,
and other
persons
in active
concert
or
participation
with any of
them,
who
receive actual notice
of the
injunction by
personal service
or
otherwise, and each
of
them,
from violating,
directly
or indirectly,
Section 10(b) of
the
Exchange Act
[15 U.S.C.
~
78j(b)],
and
Rule lOb-5 [17
C.F.R. §
240.1Ob-5]
thereunder,
Section
17(a) of the Securities
Act
[15
U.S.C. §
77q(a)],
and
Sections 5(a)
and
5(c) of the
Securities
Act [15 U.S.C. §
77e(a},
7
7e(c)];
A Final
Judgment permanently
restraining and
enjoining
Defendants
from
directly or
i
ndirectly,
including,
but not limited to,
through any
entity
owned or
controlled by
either of
t
hem,
participating
in the
offer or
sale of any
securities,
including
but not
limited to any
digital.
asset
securities;
III.
A
Final Judgment
directing
each
Defendant
and Relief
DefendanC
to
disgorge
all ill-
gotten gains
and/or
unjust
enrichment derived
from
their illegal
conduct
as
set forth
in this
C
omplaint,
including
prejudgment interest
thereon;
41

IV.
A
Final
Judgment directing
Defendants to pay
civil
money penalties
pursuant to Section
20(d) of
the Securities
Act [15
U.S.C. §
77t(d)], and
Section 21(d)E3)
of
the Exchange
Act [15
u
.s.c.
§Hsu{a)E3)~;
v.
A Final
Judgment
permanently
barring
Defendant
Grybnia~:
from serving as an
officer or
director of
any
public company,
pursuant to Section
20(e) of
the Securities
Act [15
U.S.C.
~ 77t(e)],
and Section
21(d)(2)
of the
Exchange
Act [15 U.S.C. §
78u(d)(2)];
VI.
S
uch further relief as
this
Court deems
just and
appropriate.
JURY
DEMAND
P
ursuant to Rule 38 of
the
Federal Rules of
Civil Procedure,
Plaintiff
Securities and
E
xchange
Commission
demands
that this case be
tried to
a jury.
D
ated: January 21,
2020
Respectfully submitted,
~
-~~.
D
erek S.
Bentsen
(#DB8369)
Nicholas
C.
Margida (pr•o
hac vice
motion forthcoming)
U.S.
Securities
and
Exchange
Commission
1
00 F
Street, N.E.
W
ashington, DC
20549
M
ail Stop 5985
(202) 551-6426
(Bentsen)
E
mail:
[email protected]
C
ounsel for
Plainti ff
Secasr~ities and
.Exchange
Cofnmission
Of
Counsel:
F
uad Rana
M
ark Oh
K
endra
Kinnaird
~2

UNITED STATES DISTRICT COURT
EASTERN DISTRICT t}F NEW YORK

U.S. SECURITIES AND EXCHANGE
COMMISSI(?N,

Plaintiff,

-against-

SERGII "SERGEY" GRYBNIAK, and
OPPORTY INTERNATIONAL, INC.,

Defendants, and

CLEVER SOLUTION INC.,

Relief Defendant.

COMPLAINT

Civil Action No. 1:20-CV-327

ECF CASE

(Jury Trial Demanded}

Plaintiff U.S. Securities and Exchange Commission (the "Commission" or "SEC"), for its

Complaint against Defendants Sergii "Bergey" Grybniak ("Grybniak") and Opporty

International, Inc. ("Opporty"), and Relief Defendant Clever Solution Inc. ("Clever Solution"),

alleges as follows:

SUMMARY

From September 2017 to October 2018, Opporty and its founder and sole owner,

Grybnialc, conducted a fraudulent and unregistered initial coin offering ("ICO") of digital asset

securities called "OPP Tokens," raising approximately $600,000 from nearly 200 investors

located in the United States and abroad. Defendants did not file a registration statement with the

SEC for Opporty's ICO of OPP Tokens, which would have disclosed to potential investors

sufficient, accurate information relating to the ICO, including financial and operational

information about Opporty and the risks and trends that could affect Opporty's ICO and the

Case 1:20-cv-00327   Document 1   Filed 01/21/20   Page 1 of 42 PageID #: 1



development of its platform and business. Defendants promoted and marketed Opparty's ICO of

4PP Tokens and raised the $604,000 in offering proceeds try making material misrepresentations

and omissions to investors and engaging in other deceptive conduct during the offering.

Defendants did so in order to create materially false and misleading impressions about the

legitimacy, use, growth, and success of Opporty's platform, including the materially false and

misleading impression that Defendants' efforts to develop Opporty's platform and promote it to

small businesses were resulting in the substantial growth of Opporty's user and customer bases,

the creation of real content on the platform, and the participation of at least one prominent

partner in Opporty's ICO and business.

2. Grybniak marketed Opporty's ICO as a means to raise funds to develop Opporty's

"blockchain-based ecosystem for small businesses and their customers'' primarily in the United

States. In particular, Grybniak pitched Opporty's platform as a place where small businesses

could list their services and products, use blockchain smart contracts to enter into agreements

with customers, and transact business using OPP Tokens.

Defendants conducted the ICO through general solicitations and directed selling

efforts, through statements published on Opporty's website, social media platforms, and other

online forums, which were distributed and/or accessible in the United States and globally.

Grybniak also promoted the ICO in person at blockchain and digital asset conferences in the

United States.

4. OPP Tokens were sold via purchase agreements called "Simple agreements for

Future Tokens" ("SAFTs") and constituted investment contracts and, thus, securities.

2

Case 1:20-cv-00327   Document 1   Filed 01/21/20   Page 2 of 42 PageID #: 2



5. Opporty's ICO was an illegal securities offering, as Defendazlts did not file a

registration statement with the SEC for the offer or sale of OPP Tokens, and lacked a valid

registration exemption.

6. Defendants made and disseminated numerous material misrepresentations and

engaged in other deceptive acts in offering and promoting Opporty's ICO to investors.

7. First, on Opporty's website and in numerous social media posts, Defendants

falsely claimed to potential ICO investors that Opporty had "onboarded" thousands (as many as

"6000+") of "verified providers" willing to do business on, and contribute content to, Opporty's

blockchain-based platform. In fact, the overwhelming majority of these purported "verified

providers" had expressed no such willingness and were not contributing content to Opporty's

platform.

Second, on Opporty's website and in numerous social media posts, Defendants

touted that Opporty's platform had more than 17 million small U.S. businesses in its business

catalog or database, which created the false impression that the 17-million-plus companies in the

catalog were real businesses eligible to conduct business on Opporty's platform. In fact,

Defendants had merely purchased a database of entity and individual profiles from athird-party

vendor — a fact not disclosed to potential OPP Token purchasers. Of the more than 17 million

purported businesses in Opporty's catalog, not all were actual businesses. Far example, the

catalog included government officials and agencies that were not and could not possibly be users

eligible to conduct business on Opporty's platform.

9. Third, on Opporty's website and in numerous social media posts, Defendants

deceptively misappropriated (at least) hundreds of reviews and ratings from a prominent

customer review and ratings website, and content from the websites of its purported "verified

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providers," and posted that information on Opporty's website, thereby misleading investors to

believe that this third-party content had been created on Opporty's platfann and/or by Opporty s

"verified providers.'' In fact, Opporty had na users who created this content on its platform, and

none of these companies, including the online customer review and ratings company, had

authorized Opporty to use their content.

10. Fourth, Defendants falsely represented that a major software company was a

"partner" and/or "participant" in Opporty's ICO and/or in the development of Opporty's

platform. Defendants used the software company's trademarked logo on Opporty's offering and

promotional materials without the company's consent.

1 1. Fifth, Defendants falsely claimed that OPP Tokens were or had been "SEC

registered" and that Opporty's ICO was a "100% SEC compliant regulated ICO." Defendants

did not register the ICO or OPP Tokens with the SEC, and the SEC never indicated that the ICO

was "100% compliant" with the federal securities laws.

VIOLATIONS

12. By engaging in this conduct, as set forth more fully herein, each of the Defendants

has engaged in securities fraud in violation of Section 17(a)(1)-(3) of the Securities Act of 1933

(the "Securities Act'') [15 U.S.C. § 77q(a}(1)-(3)], Section 10(b) of the Securities Exchange Act

of 1934 (the "Exchange Act") [15 U.S.C. ~ 78j(b)], and Rule lOb-5(a)-(c) thereunder [17 C.F.R.

§ 240.1 Ob-5(a)-(c)]; and has also engaged in the unlawful sale and offer to sell securities in

violation of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a}, 77e(c)].

Defendant Grybniak has also aided and abetted Defendant Opporty's violations of the

aforementioned antifraud and securities offering registration provisions.

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NATURE OF THE PROCEEDING ANI3 RELIEF SflUGHfT

13. The SEC brings this action pursuant to the authority conferred upon it by Section

20 of the Securities Act [ 15 U.S.C. § 77t(b}] and Sections 21(4)(1) & (d)(5) of the Exchange Act

[15 U.S.C. § 78u(d)(1) & (d)(5)].

14. The SEC seeks a final judgment: (a) permanently enjoining Defendants from

violating the provisions of the securities laws set forth herein; (b) orderinb Defendants and Relief

Defendant Clever Solution, jointly and severally, to disgorge their ill-gotten gains and to pay

prejudgment interest thereon; (c) prohibiting Defendant Grybniak, pursuant to Section 20(e) of

the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. §

78u(d)(2)], from acting as an officer or director of any public company; (d) prohibiting

Defendants, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. ~ ?8u(d)(5)], from

participating in an offering of digital asset or other securities; and (e) imposing civil money

penalties on Defendants pursuant to Section 20(d) of the Securities Act [15 U.S.0 § 77t(d)] and

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].

JURISDICTION AND VENUE

15. This Court has jurisdiction over this action pursuant to 28 U.S.C. ~ 1331, Sections

20(b), 20(d), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and

Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].

Defendants, directly or indirectly, have made use of the means or instruments of transportation or

communication in, and the means or instrumentalities of, interstate commerce, or of the mails, in

connection with the transactions, acts, practices, and courses of business alleged herein.

16. Venue is proper in the Eastern District of New York pursuant to Section 22(a) of

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

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Defendants conducted certain of the transactions, acts, practices, and courses of business

constituting violations of the federal securities laws within this district, including making false

and misleading statements to investors while in this district. Defendant Grybniak resides in this

District, and during the period relevant to this Complaint worked and/or carried out certain of the

acts alleged herein from his residence in this District.

DEFENDANTS

17. Sergii "Sergey" Grybniak, age 35, resides in Brooklyn, New York, and resided

there at all times relevant to this Complaint. Grybniak is the founder, sole owner, and sole

officer of both Opporty International, Inc. and Clever Solution Inc., which operate primarily

through the efforts of Grybniak and contractors who were retained by Grybniak (on behalf oFthe

entities) and whose work was directed generally by Grybniak. These contractors were located

primarily in Ukraine, and at least one was located in the United States. Grybniak holds himself

out as an entrepreneur specializing in digital marketing and website development.

18. Opporty International, Inc. is a corporation organized under the laws of the

State of Delaware, with a registered address in Dover, Delaware. Grybniak wholly owns

Opporty and is its sole officer. Opporty has no employees and is an alter ego of Grybniak.

RELIEF DEFENDANT

19. Clever Solution Inc. is a digital marketing and technology corporation organized

under the laws of the State of New York, with a registered address in New York, New York.

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Grybniak wholly owns Clever Solution and is its sole officer. Clever Solution has no employees

and is an alter ego of Grybniak.

BACKGROUND ON DIGITAL TOKENS

20. An "Initial Coin Offering" or "ICO" is a fundraising event in which an entity

offers participants a unique digital asset —often described as a "coin" or ̀`token'' — in exchange

for consideration (often digital assets such as Bitcoin or Ether, or fiat currency such as U.S.

dollars). The tokens are issued and distributed on a "blockchain," a cryptographically secured

ledger. i As described more fully herein, Opporty's offer and sale of OPP Tokens from

September 2017 to October 2018 constituted an ICO and an unregistered offering of securities.

21. Typically, ICOs are announced and promoted through public Internet channels or

other marketing methods. An IC4 issuer usually releases a ̀`White Paper" describing the project

and promoting the ICO, often in highly technical terms and jargon, and also promotes the ICO

elsewhere, including on its website, its social media pages, and other Internet publications. To

participate in the ICO, investors are generally required to transfer consideration (often digital

assets) to the issuer's blockchain address, online "wallet," or other account.

22. At some point after the completion of the ICO, the issuer will distribute the tokens

to the participant's unique "wallet" address on the blockchain. Tokens are sometimes transferred

1 A blockchain is a type of distributed ledger or peer-to-peer database that is spread across

a computer network and records all transactions in the network in theoretically unchangeable,

digitally recorded data packages called "blocks." Each block contains a batch of records of

transactions, including a timestamp and a reference to the previous block, so that the blocks

together form a chain. The system relies on cryptographic techniques for securely recording

transactions. A blockchain can be shared and accessed by anyone with appropriate permissions.

Some blockchains can record what are called ̀ `smart contracts," which are, essentially, computer

programs designed to execute the terms of a contract when certain triggering conditions are met.

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between users, and are often listed on online digital asset trading platfornls to allow investors to

trade the token. into another digital asset or fiat currency in a secondary market.

REGULATORY FRAMEWORK

23. Congress passed the Securities Act in order to regulate the offer and sale of

securities, and in doing so, enacted a rebulatory regime of full and fair disclosure, requiring

issuers who offer and sell securities to provide certain important information to potential

investors to enable them to make informed decisions before investing.

24. The definition of a "security" includes a broad range of investment vehicles and

instruments, including "investment contracts." Investment contracts are instruments through

which an individual invests money in a common enterprise and reasonably expects profits or

returns derived from the entrepreneurial or managerial efforts of others. Congress defined

"security" broadly to encompass a "flexible rather than a static principle, one that is capable of

adaptation to meet the countless and variable schemes devised by those who seek the use of the

money of others on the promise of profits."

25. Sections 5(a) and 5(c) of the Securities Act prohibit the unregistered offer or sale

of securities in interstate commerce. Specifically, Section 5(a) of the Securities Act provides

that, unless a registration statement is in effect as to a security, it is unlawful for any person,

directly or indirectly, to sell securities in interstate commerce. Section 5(c) of the Securities Act

provides a similar prohibition against offers to sell or offers to buy securities, unless a

registration statement has been filed.

26. The registration statements contemplated by the Securities Act require disclosures

of essential facts that provide potential investors with information necessary to make informed

investment decisions. These required disclosures include: a description of the issuer's properties

0

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and business, a description of the securities to be offered for sale; information about the

manabement of the company, financial statements certified by independent accountants, and a

description and analysis of the risks and material trends that would affect the enterprise. Issuers

also have a duty to update periodically the information provided in their registration statements.

?7. When relying on an exemption from the registration requirements under

Regulation D of the Securities Act, companies issuing securities typically file with the SEC what

is known as a "Form D" after they first sell their securities. Form D is a brief notice that

includes basic information about the company and the offering for which the company is

claiming an exemption from registration.

FACTUAL ALLEGATIONS

A. Defendants Conducted an Unregistered and Fraudulent Securities Offering.

(a) Defendants Promoted Opporty's ICO and Solicited Investors

28. Grybniak founded Opporty in or around March 2017, with the idea of creating an

ecosystem for U.S. small businesses and their customers to interact commercially through

Opporty's website-based platform. Defendants marketed Opporty's ecosystem as a website

where small businesses could list their services and products, use blockchain smart contracts to

enter into agreements with customers, and transact business using digital tokens.

29. In Opporty's ICO offering materials, Defendants described Opporty's

'̀ecosystem" as "an online platform that combines a blockchain-powered service marketplace, a

knowledge-sharing platform, a system of decentralized escrow, and aProof-of-Expertise

blockchain protocol."

30. Before Opporty's ICO began in the fall of 2017, its platform was still in

development and had no payin; customers and hardly any actual users.

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31. In September 2017, Opporty announced on social media its plan to launch an ICO

for its own digital asset, the OPP Token — an ERG20 standard token. on the Ethereum

blackchain. Ethereum is one of the more widely used blockchain networks, and ERC-20 is a

standard protocol (or technical specification of the type of digital token) currently used by a

significant majority of ICO issuers on the Ethereum blockchain.

32. In September 2017, Opporty published a white paper on its website (and

published subsequent versions at various times thereafter), describing Opporty's business model

and plans for the ICO (the "White Paper"). The White Paper and Opporty's other offering and

promotional materials were published on its U.S. website and on social media platforms hosted

or accessible in the United States.

33. As described in the White Paper, Opporty's ICO would be held in two phases. In

the first phase, scheduled to begin in October 2017, Opporty would sell OPP Tokens with a sales

`̀ hard cap" (or maximum) of 400 million tokens. All unsold OPP Tokens would be offered

subsequently in a second phase on or before October 2018, with a total hard sales cap for the

ICO of one billion tokens.

34. In the White Paper, Opporty also shared its plan to distribute up to 50 million

OPP Tokens through a "bounty program" by the end of the second phase in October 2018. As

promised on Opporty's social media channels and pages, Opporty's bounty program would

reward third parties with OPP Tokens in exchange for promoting the ICO worldwide on social

media, publishing positive Internet articles about the offering, and/or translating offering and

solicitation materials into other languabes.

35. Upon malting the ICO launch announcement in September 2017, Defendants

continued soliciting investors worldtivide, including in the United States, t~1T'011~h Opporty's

[[I7

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ti~~ebsite, other Internet forums, and Defendants" publicly available social media pages, including

bit~;ointalk.org, Facebook, Twitter, and a social media network popular among digital asset

enthusiasts and potential digital asset investors (``Social Media Channel"). These solicitations

were publicly accessible by potential investors in the United States withotrt any password

restrictions or disclaimers as to who would be eligible to invest.

36. Defendants used the same offering materials —including the SAFT, the White

Paper, and Opporty's Private Placement Offering Memorandum dated February 4, 2018 ("PPM'')

— to solicit investors in the United States and abroad.

37. In particular, Defendants conditioned the U.S. market and targeted U.S. investors,

including touting in the White Paper that Opporty's platform had "the potential to appeal to no

fewer than 500,000 companies in the United States alone [and] ...plans to cover the

overwhelming majority of small businesses within the United States."

38. In addition, Grybniak promoted Opporty's ICO at blockchain and digital asset

conferences in the United States, including in San Francisco and Miami in January 2018, after

which Opporty posted on its blog that "[d]uring the events, many participants and attendees

joined our whitelist[, and] Opporty now has pre-commitments in the amount of 8 million USD."

39. Defendants also recruited and retained purported blockchain or digital asset

experts and influencers in the United States, and touted them to potential U.S. investors as

'̀advisors'' to Opporty and the ICO.

40. Further, Defendants paid and/or promised OPP Tokens to third parties to promote

Opporty's ICO by publishing online articles or social media posts accessible in the United States.

41. In October 2017, Opporty announced on social media that it was postponing the

ICO's initial phase, or so called "pre-sale" of OPP Tokens (the "Pre-Sale"}, scheduled to occuur

1 1

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later that month. Opporty explained that it was doing so due to the volatility of the digital asset

market, because of certain unspecified technical issues, and to attract more investors and users.

42. Grybniak further explained the postponement in a January 9, 2018 post on

Opporty's Social Media Channel: "[n]ow we are switching to the regulated way of organizing

the sale so it will be available for US people to participate also," and "we are experiencing big

interest from US residents to participate."

43. In a January 16, 2018 post, also on Opporty's Social Media Channel, Grybniak

announced that the Pre-Sale would be held beginning in February 2018.

44. Notwithstanding the delay of the Pre-Sale, Defendants continued globally

soliciting potential OPP Token purchasers during the period October 2017 to February 2018.

45. For example, Defendants solicited investors who were willing to purchase OPP

Tokens before the February 2018 Pre-Sale to join a "whitelist" by registering on Opporty's

website. In exchange for investors' commitment to purchase OPP Tokens before the Pre-Sale,

Opporty promised whitelist participants a "whitelist bonus" of an additional 35% of their token

purchases. This whitelist was marketed on Opporty's website and on its social media pages.

46. During this same period, Opporty continued to hype its ICO. For example, in a

January 28, ?018 post on Opporty's Social Media Channel, Grybniak wrote: "[w]e have already

more than 10 million[sic]+ precommitments from 2200+ contributors." Five days later, Opporty

tweeted: "The number of people contributing to #Opporty is growing and so is the number of

pre-commitments to our whitelisti As of today we have $11 million from 2400 contributors."

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(b) Defendants Conc~uctec~ crn Unregistcrec~ crnu' Fraudulent ~'re-Sale of OPP Tokens
in Febr~tsary 201 c4

47. After several months of delay, Opporty commenced its Pre-Sale on February ~,

201$. Between that date and March 10, 20 ~ 8, Opporty sold over 9.6 million OPP Tokens to 194

purchasers, in the United States and abroad, and. raised approximately $600,004.

48. Defendants took certain steps to verify the accredited investor status of only six

investors —those located in the United States. The 18$ non-U.S. OPP Token purchasers merely

had to undergo "KYC" (know your customer} verification to confirm basic information (such as

identity and domicile) before purchasing OPP Tokens. This basic information did not include

the type of information, most notably net worth, that define accredited investor status under SEC

regulations.

49. To effect the sale of the OPP Tokens, Opporty entered into SAFTs with each of

the 194 purchasers. Grybniak signed the SAFTs on behalf of Opporty.

50. Opporty's SAFT was a purchase agreement by which Opporty sold OPP Tokens

to the purchaser executing the SAFT. Pursuant to the SAFT, purchasers were entitled to the

future delivery by Opporty of the OPP Tokens they had purchased. After executing the SAFT,

the purchaser had no further investment decision to make in order to receive the OPP Tokens.

~ 1. Based on the SAFT's terms, Opporty incurred irrevocable liability to deliver the

OPP Tokens in the United States. For instance, the SAFTs —each of which Brooklyn-based

Grybniak sibned —identified Opporty as a Delaware corporation; provided that "all ribhts and

obligations" under the SAFT would "be governed by the laws of Delaware"; and specified that

"any arbitration [would] occur in Delaware." Additionally, the SAFTs contemplated and

promised the issuance by Opporty of OPP Tokens to the purchasers, including those located in

the United States.

1~

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~2. Pursuant to the S~1FT, each investor purchased OPP Tokens at a price of 4.000?

ETH per token.

53. The SAFTs also promised OPP Token purchasers bonus tokens of up to ~0% of

their purchase amounts, depending on the timing of the purchase and lenbth of a holding period

(ranging from one month to a year). This bonus was in addition to the 35%bonus tokens

promised to "whitelist" participants, who had already committed to purchase OPP Tokens before

the February 2018 Pre-Sale.

54. Under the SAFT's terms, investors would automatically receive OPP Tokens

upon the public release of Opporty's purported ̀ `minimum viable product," which would be

when Defendants deemed Opporty's platform to have met certain functionality requirements

defined in the SAFT, including that users would be able to receive, use, and purchase OPP

Tokens, and also enter into decentralized escrow smart contracts on the platform.

55. Opporty's SAFT required OPP Token purchasers to review and acknowledge

receipt of Opporty's PPM.

56. The PPM provided that "[a] significant portion of the proceeds of the Offering

will be used by [Opporty] to develop the technology supporting the Opporty Ecosystem, to

achieve the Minimum Viable Product, to build-out the decentralized network powered by a

blockchain and OPP token, and to reimburse Clever Solution Inc. for expenditures in connection

with the Existing Functionality, ... in the amount of $250,000."

(c) Defendants Led Investors To Reusoraably Believe DPP Tokens Were Securities

and Did Not Register Opporty's Offering With the SEC

~7. The OPP Tokens sold by Defendants were investment contracts and, thus,

securities. Defendants marketed OPP Tokens as securities and ledznvestors to reasonably

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believe that OPP Tokens were securities, as evidenced by Defendants' offering and promotion

materials and public statements.

~8. First, the ICO involved an investment of money. Purchasers paid virtual

currency — ETII — in exchange for their OPP Tokens.

59. Additionally, Opporty's bounty program also constituted an offer of securities,

because Defendants — in exchange for offering OPP Tokens to bounty program participants —

obtained value in the form of the bounty program participants' marketing and promotion of the

ICO on social media, websites, and other online forums that substantially increased the

offering's exposure worldwide.

60. Second, investors' purchases of OPP Tokens constituted investments in a

common enterprise. Under the terms of the SAFT and PPM, Defendants stated that they would

pool the proceeds raised from investors and use a significant portion of them to develop

Opporty's platform.

61. Defendants, in fact, did pool the proceeds of the sale of OPP Tokens, in both

Opporty's digital wallet and in Opporty's bank account located in Texas.

62. Defendants purportedly used some of the ICO proceeds to develop Opporty's

platform. Defendants typically converted ETH to fiat currency to pay purported developer

invoices, and any remaining funds were transferred to Opporty's and/ar Clever Solution's

checking accounts.

63. Third, Defendants led investors to reasonably expect that they would receive

profits from their OPP Token purchases because of and due to Defendants' efforts.

64. Defendants publicly and repeatedly represented that the value of OPP Tokens

would increase with the development of OppoF-ty's ecosystem, and would be tied to the overall

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value of Opporty's services and services provided by its users. For example, the White Paper

stated that the tokens are "protected against volatility anc~ devaluation"; their value "is supported

by the growth of the Opporty community"; and their value "is tied to the overall value of

Opporty['s] services and to services provided at 4pporty by third-party vendors aY~d

contractors."

65. In its September 25, 2017 press release promoting its ICO, Opporty stated that the

"value [of OPP Tokens] will increase as the platform develops." Grybniak retweeted this press

release on the same day.

66. Later, in October 2017, Grybniak tweeted an article published on an ICO-focused

website that quoted him as stating, "Opporty's platform strives to expand its functionality,

increasing the value of OPP tokens," and "[the] value of tokens is not only stable but will rise

with each step of Opporty's development."

67. Further, Defendants touted to OPP Token purchasers a readily available trading

market in which OPP Token purchasers would be able to sell their OPP Tokens. Specifically,

Defendants represented that they had relationships with digital asset trading platforms and would

list OPP Tokens for trading after the ICO. For example, on December 21, 2017, Opporty

tweeted that it had a partnership with a decentralized liquidity network to enable OPP Token

purchasers to convert OPP Tokens into other digital assets after distribution. Later, on February

7, 2018, in response to a bitcointalk.org user's question in a public forum concerning "what

platform will the [OPP Token] be traded [on] after the ICO?," Opporty publicly replied that it

had "already" been '`accepted" by [a specific digital asset platform]"; it was "talking to" at least

two other trading platforms; and that the "listing will be after [the] IC4 [is] over."

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68. In addition, Defendants touted the future transferability of OFP Tokens into a

liquid market. For example, the White Faper represented that Opporty's users would be able to

exchange tokens for fiat currency.

64. Defendants also guaranteed to OPP Token purchasers fixed amounts of bonus

tokens, ranging from 5% to 90% depending on the number of OPP Tokens purchased (and the

length of the holding period each OPP Token purchaser had agreed to), as well as another 35%

bonus for investors who had signed up for the whitelist. These bonuses led OPP Token

purchasers to expect that they could immediately generate profits relative to the current market

value of OPP Tokens at the time of distribution, by reselling the tokens on a secondary trading

market.

70. Defendants led OPP Token purchasers reasonably to understand that the success

of Opporty's ecosystem would be determined by, and the result of, the efforts of Defendants.

Indeed, investors were told that they would have no role in Opporty's venture or the

development of Opporty's platform. The PPM provided that "[i]nvestors in SAFTs and holders

of OPP Tokens will have ... no voting, management or control rights or other management or

control rights in Opporty."

71. Also, in Opporty's offering materials, Defendants touted the experience and

abilities of Opporty's '`management team" —which the PPM identified as Grybniak ("Founder')

and another individual who ̀`provides technical leadership and training to Opporty team

members" and ̀ `communicates [Opporty] strategy to partners and investors."

72. Opporty's offering materials also identified the specific uses of investor funds and

concrete steps Defendants would take to develop Opporty's ecosystem.

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73. In addition to leadiil~ investors to reasonably believe that C}PP Tokens were

securities, Opporty's offering materials disclosed that there was a risk that OPP Tokens could be

found to constitute securities under the U.S. securities laws.

74. For example, the F'PM classified the risk that OPP Tokens would be found. to

constitute securities as a "significant" one, and in discussing that risk, referenced the SEC's July

2~, 2017 Report of Investigation concerning DAO Tokens —summarizing the SEC's view that

digital assets may be securities and that the federal securities laws and registration requirements

"apply to those who offer and sell securities in the United States ... regardless whether those

securities are being purchased using U.S. dollars or virtual currencies, and regardless whether

they are distributed in certificated form or through distributed ledger technology." The PPM also

expressly referenced the SEC's Cease-and-Desist Order, In the Matter of ILlunchee, Inc. dated

December 11, 2017, and acknowledged that the SEC had ̀ `concluded that Munchee Tokens, too,

were securities, despite their characterization as utility tokens and despite the existing

functioning Munchee platform." The PPM also stated, "[t]he Commission emphasized that the

label a developer attached to a virtual token was irrelevant to the legal analysis."

75. Moreover, Defendants publicly acknowledged that Opporty's ICO of OPP Tokens

likely constituted a securities offering by filing a Form D with respect to the offering with the

SEC on February 20, 2018 —several months after Defendants began their general solicitations

and directed selling efforts in the United States and abroad.

76. As discussed above in paragraphs 25 and 26, under Sections 5(a} and 5(c) of the

Securities Act, any offer or sale of a security must be registered with the SEC.

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77. Defendants did not file a registration statement with the SEC for Opporty's ICO

of OPP Tokens, and no registration statement was ever in effect wit~1 respect to the OPP Tokens

offered and sold ~y Opporty.

78. Instead, Opporty filed a Form D with the SEC fora $~0 million securities offering

of OPP Tokens, signed by Grybniak. In the "Type(s) of Securities Offered" section of the Form

D, Opporty stated that it was offering the "rights to receive the company's tokens in the future

via a Simple Agreement for Future Tokens (SAFTs)." In the "Offering and Sales Amounts"

section of its Form D, Opporty stated that its "offering was made under a claim of federal

exemption under Rule 506(c) andJor Regulation S under the Securities Act of 1933." However,

no exemption from registration was available in connection with Opporty's ICO at the time of

the offering.

(d) Defendants Del~ryed and Ultimately Canceled Phase Two of the ICO and

Distributed the OPP Tokens To Those that Already Purchased Them

79. After the February ?018 Pre-Sale, Opporty announced that it planned to start

`̀ phase two," or the "main sale," of its ICO for OPP Tokens in or around late-March 2018.

80. Despite later delaying ̀ `phase two,'" Defendants continued to solicit potential

investors, on Opporty's website and via its social media platforms, in anticipation of the main

sale of OPP Tokens to be held later in 2018.

81. On October 29, 2018, however, Opporty announced via its Social Media Channel

that it would not be proceeding with phase two of the ICO, but that investors would be able to

purchase OPP Tokens on a purported "exchange."

82. Two days later, on October 31, 2018, Opparty announced on its Social Media

Channel that it had listed OPP Tokens on a digital asset trading platform in Australia. By listing

100 million OPP Tokens —from its unsold token inventory — on that Australian trading platform,

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Opporty provided liquidity and a secondary market for OPP Tokens; and sought to ~7enerate

revenue for itself from the trading of OPP "Tokens.

83. The same day, Opporty tweeted that it would distribute OPP Tokens to bounty

program participants, which by that time constituted 60 participants eligible to receive

approximately 1.7 million tokens.

84. On December ~, 2018, Opporty announced an its blog that its platform had

purportedly achieved "minimum viable product" status, which was the ̀ 'Token Generation

Event" under the SAFTs whereby Opporty would distribute the OPP Tokens to those investors

who had previously purchased OPP Tokens. As a result of this announcement, Opporty began

distributing almost 10 million OPP Tokens to purchasers.

85. Opporty's platform remains available on and via the Internet. Opporty has

generated little or no revenue from its operations, and OPP Token purchasers have been unable

to use or exchange their OPP Tokens for goods or services on Opporty's platform in the United

States.

B. Defendants Made Material Misrepresentations and En6a6ed In Other Deceptive

Conduct in Connection With the ICO.

86. During and in the unregistered offer and sale of OPP Tokens, Defendants made a

number of materially false and misleading statements to, and engaged in other deceptive conduct

with respect to, potential and actual investors, in order to create false impressions concerning the

viability, browth, azld legitimacy of Opporty's user base, platform, and ICO.

87. Defendants' promotion of the ICO and touting of Opporty's platform were

inextricably linked, as reflected in the ICO offering materials and on Opporty's website and

social media posts during the period September 2017 to October 2018. Indeed, pursuant to

Opporty's offering materials, the purchased OPP Tokens would allegedly be used to transact

~~17

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business on Opporty's platform. For example, the ~'PM provided that OPP Tokens would

'̀enable bath service providers and customers to utilize platform services" by "[e}xecuting

transactions," "[p]aying far f~pporty Ecosystem-based services, such as priority listings," and

"[u]tilizin; smart contracts."

88. ~1s the founder, sole owner, and sale officer of Opporty, Grybniak had control and

ultimate authority over the content of, and statements made in, Opporty's ofFering and

promotional materials, including online material posted on Opporty's U.S. and other websites

and social media channels and pages.

89. Throughout the period September 2017 to October ?018, Grybniak had access to

and could post from Opporty's Twitter and Facebook accounts and on Opporty's Social Media

Channel and other online forums. During that same period, Grybniak was responsible for the

overwhelming majority of Opporty's online statements (not including statements he made from

his own personal social media accounts), either by posting the statement himself, directing an

Opporty contractor to post a specific statement, or otherwise authorizing an Opporty contractor

retained by Grybniak to post the statement. In that period, Grybniak reviewed most, but not all,

of Opporty's online statements before they were made or published, and any other statements

were read or reviewed by Grybniak after publication. During the relevant period, Grybniak had

the ability and authority to approve, modify, or prevent the posting of any online statement made

by Opporty.

90. During the promotion and marketing of the ICO, Grybniak routinely touted

Opporty's platform located on Opporty's website, which was operative and accessible during the

period September 2017 to October 2018. Further, Grybniak provided potential investors links to

webpages on Opparty's platform. Far example, on October 9, 2017, a potential investor posed

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the question, "what do you mein by ̀verif ec~ cornpany protiles,"' in a publicly available forum

on Opporty's Social Media Channel. In response, on the same day, Grybniak posted links to the

profile pages of four purported "verified providers" on Op~orty's platform.

91. Grybniak generally directed Opporty's contractors regarding their work in

developing Opparty's platform. Those contractors provided updates to Grybniak about the

development of Opporty's platform —including the number of, and identities of, the companies

comprising Opporty's business catalog and "verified providers.''

(a) Defendants' False and Misleading Claims About Opporry's "Verified Pr•ovzders"

92. In connection with their offer and sale of OPP Tokens, Defendants falsely

represented, and misled potential and actual investors to believe, that they had "onboarded" a

large number (over 6,000) of "verified providers" from Opporty's purported business catalog. In

fact, only approximately 155 businesses ever agreed to register with Opporty as verified

providers. Included in Defendants' artificially-inflated number of "verified providers" were

businesses that, Defendants knew, had expressly declined to sign up for Opporty's platform, as

well as businesses that simply had not responded to Defendants' solicitations to be included on,

contribute content to, and/or do business on Opporty's platform.

93. Defendants publicly touted Opporty's "ever-growing number of verified

providers" on Opporty's website and via social media, to, among other things, create the false

impression that Opporty's efforts to develop and promote the platform were resulting in the

growth of the number of small businesses that were willing to conduct business on Opporty's

platform.

94. For example, on October 9, 2417, Grybniak publicly posted on Opporty's Social

Media Channel, "[w}e have already about a 1000 verified company profiles. I cannot tell exact

number because their amount growing on the daily basis." In response to another user's

?2

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question, "what do you mean by ̀ verified company profiles'," C~rybniak replied, "[v]erified

professionals who are contributing [content] and/or able to respond to client requests providing

services."

95. In addition, on November 26, ?017, Opporty tweeted, "[t]ake a look at the results

we have achieved together" and attached a photo representing that Opporty had "1,000+"

verified profiles and that it was adding "20-80 weekly."

96. On December 28, 2017, in response to a Social Media Channel user's publicly

posted question, "[d]o you think you can convince enough customers and companies to use

Opporty?," Grybniak publicly replied, "We already have 1000+ verified providers in US, and

around 300+ in UK and Canada."

97. On January 1, 2018, in response to another user's question, "[d]oes Opporty have

a list of companies and customers that are willing to use this platform?," an Opporty

representative publicly replied, "1000+ verified profiles from professional legal companies[,]

Opporty.co.uk managed to onboard 280+ UK companies in the first week of our UK launch[,

and] Opporty.ca has already onboarded 300+ companies in Canada."

98. In or around March 2018, after the Pre-Sale and while Defendants were soliciting

investors for phase two of the ICO, Opporty —with Grybniak's knowledge and approval —

published a "one-pager" promotional summary of its business on its website, stating: "Opporty is

a fully operational platform, with ~SK+ providers in the US, 700 providers in UK, and 300

providers in Canada."

99. On April 10, 2018, Grybniak was quoted in an article published on a blockchain-

focused website, stating, "Opporty is a live platform, with solid product traction and a growing

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community. The marketplace has already onboarded 6K+ providers in the US, 700+ providers in

the UK, and 300+ providers in Canada."

100. These statements, however, were materially false and misleadinb because

Grybniak and Opporty grossly inflated the actual numbers of so-called "verified providers" who

had expressed even the slightest interest in ̀ joining" or being "onboarded" by Opporty. In

reality, the vast majority of these so-called ̀ 'verified providers" were entities and individuals

from the third-party database Defendants had purchased, whom Defendants had unsuccessfully

solicited by email to sign up to be providers on Opporty's platform.

101. Grybniak and Opporty claimed that from 1,000 to over 6,000 verified U.S.

providers had been "onboarded." In fact, only approximately 200 businesses had even

responded to Opporty's email solicitations to register as providers on Opporty's platform. The

overwhelming majority of the so-called verified providers never responded to Opporty's email

solicitations to register with it.

102. OFthe 200 business that responded to Opporty's solicitations, approximately 155

agreed to register with Opporty as verified providers. The others that responded expressly

requested that Opporty remove their profiles and information from Opporty's platform. For

example, on July 11, 2018, one such "verified provider" wrote to Grybniak, at [email protected],

requesting that he remove all of that company's data and records from Opporty's platform.

103. Notwithstanding the foregoing, Defendants publicly and falsely claimed, dtirin~

the ICO, that over 1,000 (and later, as many as "6000+") U.S. businesses were verified or had

been "onboarded," by expressing their willingness to do business on Opporty's platform.

104. Through the foregoing misrepresentations concerning Opporty's business catalog

and "verified providers," Defendants created the materially false and misleading impression that

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Opporty had created a functioning platfozm used within an existing ecosystem; that thousands of

businesses had signed up to transact business an it; and that it eras growing rapidly. Hc~~vever,

Defendants had no reasonable basis for znal:ing those assertions and creatinb that false and

misleading impression.

10~. Moreover, potential investors who accessed Opporty's web-based platform during

the relevant period would find further deceptive and misleading information.

106. For example, Opporty —with Grybniak's knowledge —identified certain purported

"verified providers" as recipients of its '`Customer Choice" award on the profile pages that

Opporty created for the providers on its website. At one point, as many as 2,000 entities were

listed as "Customer Choice" award winners. This created an additional materially false

impression that these specific providers had been recognized for their "outstanding service" to

Opporty customers, despite the fact that these providers had not signed up to transact business on

Opporty's platform and had not provided any sezvices to any customers using Opporty's

platform. Whereas Opporty was claiming that 2,000 entities had won awards, in reality fewer

than 200 businesses had even agreed to participate in Opporty's platform.

107. Certain of the "verified provider" profile pages on Opporty's website also

included a "Feeds" section purporting to identify —via specific date and time stamps —when

such providers had logged onto Opporty's platform. The "Feeds" section was a sham and these

login representations were false, as all but a few of the purported "verified providers" had never

even responded to Opporty's solicitations or agreed to be "onboarded," much less logged onto

Opporty's platform. The date and time stamps created the false impression that purported

providers were active users of the Opporty platform, when in fact they did not use it at all.

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108. By way of example, the profile page of a Washington, D.C. law firm on

C?pporty's website falsely indicated both that the law firm had won a "Customer Choice" award

in November 2017, and that it had logged onto the Opporty platform on specific dates and at

specific times in 2017 on at least six occasions, according to the "Feeds" section of the webpage.

That law firm vas not aware that it even had a profile on Opporty's platform, much less that it

had been designated as the recipient of any award. The law firm never agreed to be "onboarded"

or otherwise registered with Opporty to provide services on Opporty's platform, and it had never

logged onto Opporty's platform.

109. Defendants knew or were reckless in not knowing that all but a relative few of the

thousands of businesses from its ̀ `business catalog" had agreed to be "onboarded," or had even

confirmed that they were willing to transact business on or provide content to Opporty's

platform. Grybniak, in particular, directed and approved of Opporty's supposed verification

process, and he knew that the overwhelming majority of purported verified providers had not

actually agreed to be "onboarded" or registered on Opporty's platform.

1 10. Likewise, Defendants knew or were reckless in not knowing that Opporty's

"Customer Choice" awards were fake and that the ̀ `Feeds" section of certain profile pages on

Opporty's website reflected fictitious login timestamps. In particular, Grybniak knew or was

reckless in not knowing that the award and timestamp information was not legitimate, based on

his role in developing the platform, his access to the platform., and the updates he received from

those Opporty and Clever Solution contractors responsible for building and developing the

Opporty platfornl.

1 11. A reasonable investor would have considered important in making his or her

investment decision the truth about whether the thousands of purported "verified providers" had

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actually agreed to be "onboarded" or registered as verified providers; were willing to do business

on ~pporty's platform; had actually created and shared content on Opporty's site; had won

legitimate customer choice awards based on customers' experiences transacting business with

them on Opporty's platform; or had actually lobged onto Opporty's platform —all of which

Defendants misrepresented.

(b) Defendants' Fcrlse and Misleading Clazms Concerning Opporty's Bz~siness

Catalog

112. Relatedly, in connection with their offer and sale of OPP Tokens, Defendants

falsely touted that Opporty's platform had over 17 million small U.S. businesses in its business

catalog or database, implying, and misleading investors to believe, that Opporty had a large and

growing base of users who had the ability to list their products and services on Opporty's web-

based platform.

1 13. For example, on September 15, 2017, Opporty publicized on its blog its recently

added "large database with over 17 million US companies'' and declared that, "[n]ow you can

easily find a company or industry [on Opporty's platform] in a few clicks."

114. In addition, Opporty's one-pager promotional summary stated, "[t]here are

approximately 147 million small businesses in Opporty's initial targeted markets" and

represented that Opporty had added 17.7 million companies to its opporty.com database. This

created the impression that Opporty had taken some action to distinguish these 17.7 million

companies from the larger number of targeted businesses in the U.S. market, incl~zding checking

or confirming that these purported companies were, in fact, companies and thus able to receive

service requests and otherwise conduct business on Opporty's platform.

1 15. Defendants made similar representations elsewhere, including on November 26,

2417, in a tweet from Opporty's Twitter account.

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116. However, Opporty's purported database of U.S. businesses eligible to conduct

business on Opporty's platform tivas merely a c~Ilection of over 2Q million entity and individual

profiles that Defendants had purchased from athird-party vendor for $297. Defendants did not

disclose this tact to potential investors in Opporty's offering rriaterials, on its website, or

elsewhere, thereby rendering the statements they did make materially misleadinb.

1 17. After purchasinb this profile information, Opporty simply uploaded over 17

million of the profiles to its website, holding those entities and individuals out as its own catalog

of small companies doing business in the United States. Defendants did not confirm that the 17

million-plus profiles (of entities and individuals) were actual businesses before making their

misleading representations about Opporty's purported U.S. business catalog.

1 18. Indeed, Opporty's purported U.S. business catalog did. not consist entirely of

actual U.S. small business but also included profiles of government agencies and officials and

various other individuals.

119. On each profile page of the purported 17 million small businesses in Opporty's

U.S. database, Opporty platform users could supposedly submit requests and offers for services

to or with respect to the respective business. One of the 17 million-plus "businesses" included in

Opporty's database and available on its platform was the then-U.S. Attorney General, wl~o

according to Opporty was eligible to provide "Law" and ̀ `General Litigation" services in

Washington, D.C.

120. Opporty's business catalog also included a profile far the SEC, which according

to Opporty was eligible to provide services to Opporty customers in the area of "Commodity and

Security Brokers, Exchanges, Services and Dealers (Finance)."

2$

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121. As Grybniak and Opporty knew or were reckless in not knowin„ such persons

and agencies were not able to transact business on Opporty's bl~ckchain-based platform, as

Defendants had represented.

122. Grybniak, in particular, directed or at least knew about Opporty's purchase of the

database profiles from a third party, and therefore knew that those entities and individuals were

not automatically eligible and able to transact business on Opporty's platform.

123. A reasonable investor in Opporty's ICO would consider the size and growth of

Opporty's potential user base, as well as the truth about whether over 17 million businesses in

Opporty's business catalog were actually businesses able to do business on Opporty's platform

as Defendants had represented, to be important in making his or her investment decision.

(c) Defendants' False and Deceptive Misappropriation of Third-Party Content

124. In connection with their offer and sale of OPP Tokens, Defendants further

deceived investors and exaggerated the size and viability of Opporty's user and customer base,

by misappropriating third-party content and representing it as Opporty's own content.

125. As early as 2017, Opporty beban copying reviews and '`star ratings" of a number

of its so-called ̀ 'verified providers" from awell-known customer ratings and reviews website,

owned and run by a company makes profits primarily by attracting large numbers of visitors to

its site to read the reviews, and then selling advertisements ("Company A"). As of its first OPP

Token sales in February 2018, Opporty had posted these reviews and ratings on the profile pages

of these '`verified providers'' on Opporty's website tivithout any attribution of the source of the

reviews and ratings, and in violation of Company A's terms of service. These reviews and

ratings remained an Opporty's U.S. platform throughout the ICO.

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126. 4pporty's website further falsely claimed that O~porty had selected hundreds of

these purported verified providers as "I'op-5" businesses in their respective regions, via

application of Opporty's "special algorithm." This created the False and misleading impression

that Opporty's "top" lists were the result of Opporty's own efforts and of reviews and ratings

created by actual users of Opporty's ~~eb-based platform.

127. For example, Defendaalts purported to select and identify on Opporty's U.S.

website the ̀ `Top-~ General Litigation Law Companies in Washington, District of Columbia,"

tivhich included the same law firm identified above in paragraph 10$. On this ̀ `Top-~" page, and

for each of the purported ̀ `Top-5" firms, Opporty posted certain reviews and ratings that

Defendants had misappropriated from Company A. On the same webpage, Opporty falsely

stated, "Opporty's quality control team has developed a special algorithm to create objective and

accurate estimations of companies' performance" and that it had applied "50 different factors" in

assessing each of the eligible companies, including "customer reviews, customer satisfaction,

cost of service, confidentiality, [and] mist level."

128. Potential investors visiting any of Opporty's "Top-5" pages on its site during the

relevant period were led to believe that actual users of Opporty's platform had reviewed and

rated the verified providers.

129. In actuality, Opporty had merely cut and pasted reviews and ratings onto its

webpage from Company A's website, without attribution to or the consent of Company A. None

of the reviews on Opporty's site, including on its ̀ `top" list webpages, were submitted by actual

Opporty users or customers.

3O

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130. Once Company A learned of the misappropriation of its content, Company A

demanded that Defendants remove the misappropriated reviews and ratings from Opporty's

website. Defendants complied.

131. In addition to misappropriating Company A's reviews and ratings, Opporty also

copied content from the websites of purported "verified providers" and posted the content on the

respective providers' profile pages on Opporty's website, to create the false impression that the

providers had created and contributed their own content to their Opporty profile pages.

132. Defendants knew or were reckless in not knowing that the reviews, ratings, and

other content on the Opporty platform was not created on or for Opporty's platform, but instead

was misappropriated by Defendants from Company A and other third-party sites and posted on

Opporty's site without attribution or prior consent of those third parties. Grybniak, in particular,

knew and has acknowledged that all of the reviews on Opporty's site came from Company A's

website and none had been posted by Opporty users.

133. A reasonable investor would have considered it important in making his or her

investment decision that the content, including ratings and reviews of businesses purportedly

transacting business on Opporty's platform, was not actually created nn Opporty's platform, and

that Opporty had simply misappropriated Company A reviews and ratings without attribution to

or consent from Company A.

(d) Defendants' False anc~ Misleading Clazms About Opporry's "Partnership" With a

High-Profile Software Company

134. In connection with their offer and sale of OPP Tokens, Defendants falsely

represented that Opporty had a business "partnership" with ahigh-profile software company

("Company B") and that Company B was a "participant'" in Opporty's ICO.

3I

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135. For example, curing the ICO, Defendants prominently displayed the trademarked

Company B lobo, without Company B's consent, under the "Partnerships and Participations"

section of its ICO landing page and ̀ `one-pager" promotional summary posted on Opporty's

website.

136. Further, on October 17, 2017, Opporty's Twitter account publicized and linked to

an article published on a third-party website discussing recent and Forthcoming ICOs, containing

a screenshot from Opporty's website reflecting the trademarked logos of Company B and other

"Opporty Partners," including Clever Solution.

137. In reality, Company B had not agreed to participate in or partner with Opporty, in

connection with the ICO or the development of its platform.

138. Company B had nothing do with Opporty's unregistered offering of OPP Tokens,

and had not authorized Opporty to use or display its trademarked logo. Company B had merely

granted Opporty a license to use its cloud computing services. Defendants never asked

Company B for permission to use its logo in Opporty's offering or marketing materials.

139. Defendants knew or were reckless in not knowing that Company B was not a

participant in the ICO, had not partnered with Opporty in connection with the ICO, and had no

role with respect to Opporty other than providing cloud computing services. Defendants thereby

created the false impression that Company B had, in some way, approved of Opporty's business

model and would be participating in the Opporty platform or in the ICO itself.

140. Grybniak, in particular, knew and has acknowledged that Opporty did not contact

Company B oz ask for permission to use its trademarked logo in Opparty's IC(7 promotional or

offering materials, including the "one-pager" and ICO landing page on Opporty's website.

Grybniak provided general guidance and direction re~ardinb the creation of the "one-paler" and

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ICO landing pabe, and he atso reviewed and approved of them being displayed on Opporty's

website.

141. In addition, Grybniak knew and has acknowledged that Opporty had only signed

up to use Company B's cloud computing services, not to request or have Company B partner or

participate in Opporty's ICO.

142. A reasonable investor would have considered it important in making his or her

decision that a large, world-renowned software and technology company was a partner or

participant in an otherwise-unproven blockchain platform. In fact, one OPP Token purchaser

located in the United States invested based, in part, on Opporty's ptuported partnership with

Company B and his belieFthat Company B was part of the ̀ `team." Similarly, a reasonable

investor would have considered it important in making his or her investment decision that

Company B had not actually agreed to partner or participate in the development of Opporty's

platform or the ICO itselF.

(e) Defendants' False Claims Regarding "SEC RegisteYed" OPP Tokens and Being

"100% SEC Compliant"

143. In connection with their offer and sale of OPP Tokens, Defendants made several

materially false and misleading statements on Opporty's social media channels and pages touting

that the OPP Tokens had been registered with the SEC and that Opporty's ICO was "SEC

compliant" and "SEC regulated."

144. Far example, on February 8, 201 ~, three days into the Pre-Sale, an Opporty

contractor posted the following on Opporty's Social Media Channel: "Opporty is US company,

which provides] SAFT-regulated presale and SEC registered tokens for everyone who have

passed the KYC/AI verifications." Opporty's Social Media Channel was the primary vehicle by

which Defendants solicited OPP Token purchasers. Grybniak was active on Opporty's Social

~^~~

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Media Channel on February 8, 2018, and in fact, he posted three times within hours after the

Opporty contractor's post and failed to correct or otherwise amend the false statement that OPP

Tokens were "SEC registered." Nor did Grybniak take down that false statement or direct that it

be taken down at any subsequent time duri~~g Opporty's ICO.

145. The same day, February 8, 2018, Opporty also stated on its Social Media

Channel, "[d]on't miss the amazing opportunity to participate in Opporty's SEC regulated

presale!" Similarly, earlier on January 18, 2018, Grybniak posted on Opporty's Social Media

Channel, "[for now we are 100% SEC compliant regulated ICO according to US laws."

146. These statements were false and misleading. Defendants did not register and have

not registered the OPP Tokens or Opporty's ICO with the SEC, and the SEC did not represent or

otherwise indicate to Defendants that Opporty's ICO was "100% SEC compliant."

147. Defendants knew or were reckless in not knowing that neither Opporty nor its

ICO or OPP Tokens were or had been in any way registered with, compliant with, or regulated

by the SEC. Grybniak, in particular, knew that Opporty had not registered its ICO of OPP

Tokens with the SEC, and he had the ability, control, and authority to correct the February 8,

2018, false claim that OPP Tokens were "SEC registered tokens" made on Opporty's Social

Media Channel.

148. A reasonable investor would have considered important in making his or her

investment decision the truth about the regulatory and registration status of Opporty and its

offering of OPP Tokens. Grybniak knew that such information would be important to investors

as he posted several times on Opporty's Social Media Channel, "[w]e are a US based company.

We have to follow the rules without exceptions."

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C. vefenci~nts abtainecl Money anc~ Property, anc~ Relief Defencl~nt Recei~~eci Ill-
Gotten Gains as a result of I}efendan~s' Violations

(a) Defendants Obtained Investt~r~ Funds

149. Defendants obtained money or property as a result of their untrue and misleading

statements of material fact in their offer and sale of OPP Tokens.

150. Opporty received approximately $600,000 from the unregistered and fraudulent

IC4 of OPP Tokens.

151. Grybniak exercised exclusive control over Opporty's ICO proceeds, which were

deposited into Opporty's bank accounts and digital wallets.

152. Of the $600,000 in ICO proceeds, Grybniak used some for undisclosed and

improper purposes. Shortly after the February-March 2018 sales of OPP Tokens, Grybniak

transferred approximately $13,600 of the offering proceeds to himself — purportedly to reimburse

himselFfor already-incurred personal expenses, including for his travel, rent, and taxes.

153. Defendants never disclosed to investors that OPP Token sale proceeds would be

used to pay for Grybniak's personal expenses, which was contrary to the express language of the

"Use of Funds" section contained in the PPM and Opporty's other offering materials.

154. Because these funds, as well as the other proceeds of Opporty's unregistered and

fraudulent offering of securities, were obtained as a result of Defendants' unlawful conduct, they

constitute ill-gotten gains.

(b) Clever• Solutzon Received Ill-Gotten Gains From Defendants' Violations

155. From February 2018 to June 2019, Clever Solution received approximately

$147,000 from Opporty's offering proceeds, ostensibly for services rendered in developing

Opporty's platform. Although Opporty's PPM stated that Clever Solution would be reimbursed

$250,000 from the offering proceeds for past and future services to develop 4pporty's

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ecosystem, such reimbursement would, according to the PPM, "not [bed the result of arm's-

length negotiations."

156. Like Opporty, Clever Solution is exclusively owned and controlled by, and is an

alter ebo of, Grybniak.

1~7. A number of Clever Solution's contractors were the same contractors who

provided services for Opporty.

1~8. There was no formal agreement between Opporty and Clever Solution for any

services, and little to no documentation of what services Clever Solution actually performed for

Opporty.

159. In addition, Grybniak solely controlled the bank and digital wallet accounts of

Opporty and Clever Solution, and freely transferred and commingled funds between them.

Further, Grybniak treated Opporty's and Clever Solution's funds as his own by transferring

funds from their accounts into his personal bank account to pay for his personal expenses.

160. As such, Clever Solution has no legitimate claim to the approximately $147,000

in Opporty's ICO proceeds, which constitute ill-gotten gains derived from Defendants' securities

law violations.

FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act and Rule lOb-~ Thereunder

(Opporty and Grybniak)

161. The Commission repeats and realleges paragraphs 1 through 160, as though fully

set forth herein.

162. By virtue of the foregoing, Defendants, directly or indirectly, by the use of the

means and instrumentalities of interstate commerce or of the mails, in connection with the

purchase or sale of securities: (a) employed devices; schen7es, or artifices to defraud; (b) made

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untrue statements of material fact and omitted to state material facts necessary in order to make

the statenie~its made, in light of the circumstances under which they were made, ilot misleading;

and {c) engaged in acts, practices, and courses of business ~~hich operate or would operate as a

fraud or deceit.

163. Defendants acted with scienter and engaged in the referenced conduct knowingly

and/or recklessly.

164. By engaging in the conduct described above, Defendants violated, and unless

restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. §

78j(b)], and Rule lOb-5(a)-(c) [17 C.F.R. § 240.1Ob-5(a)-(c)], promulgated thereunder.

SECOND CLAIM FOR RELIEF

Violations of Section 17(a) of the Securities Act Section

(Opporty and Grybniak)

165. The Commission realleges and incorporates by reference paragraphs 1 through.

160, as though fully set forth herein.

166. By virtue of the foregoing, in the offer or sale of securities, by the use of the

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

mails, directly or indirectly, Defendants: (a) employed devices, schemes or artifices to defraud;

(b) obtained money or property by means of an untrue statement of a material fact or omitted to

state a material fact necessary in order to make the statements made, in light of the circumstances

under which they were made, not misleading; and/or (c) engaged ire transactions, practices or

courses of business which operate or would operate as a fraud or deceit upon the purchaser.

167. With regard to Defendants' violations of Section 17(a)(1) of the Securities Act,

Defendants acted with scienter and engaged in the referenced conduct knowingly and/or ~~ith

recklessness, With regardinb to Defendants' vioiatians of Sections 17(a)(2) and 17(a)(3) of the

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Securities pct, Defendants acted at least negligently and engaged in the referenced conduct

witl~zout exercising reasonable care.

168. By engaging in the conduct described above, Defendants, directly or indirectly

violated, end unless enjoined will continue to violaCe, Securities Act Section 17(x)(1)-(3)

(1~ U.S.C. ~ 77q~a)~1)-~~)~•

THIRD CLAIM FOR RELIEF

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

(Op~orty and Grybniak)

169. The Commission realleges and incorporates by reference paragraphs 1 through

160, as though fully set forth herein.

170. By virtue of the foreboing, (a) without a registration statement in effect as to that

security, Defendants, directly and indirectly, made use of the means and instruments of

tz~~nsportation or communications in interstate commerce and of the mails to sell securities

throubh the use of means of a prospect~zs or otherwise, and (b) made use of the means and

instruments of transportation or communication in interstate commerce and of the mails to offer

to sell throubh the use of a prospectus or otherwise, securities as to which no registration

statement had been filed.

171. By engaging in the conduct described above, Defendants, directly or indirectly

violated, and unless enjoined will contirnze to violate, Securities Act Sections 5(a) and 5{c) [15

U.S.C. ~~ 77e(a) and e(c)].

FOURTH CLAIM FOR RELIEF

Aiding and Abetting Opporty's Violations of Sections 5(a) and ~(c) of the Securities Act

(Grybniak)

172. The Commission realleges and incorporates by reference parabraphs 1 through

16Q, as though fu11y set forth herein.

JS

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173. By virtue of the foregoing, Defendant Gr~~bnialti knowingly or recklessly provided

substantial assistance to Opporty in its violations of Sections 5(a} and 5(c) of the Securities Act.

174. By engaging in the conduct described above, Defendant Grybniak aided and

abetted, and unless restrained and enjoined will continue to aid and abet, violations of Sections

5(a) and 5(c) of the Securities Act [15 U.S.C. § ~ 77e(a), 77e(c)], in violation of Section 15(b} of

the Securities Act [l~ U.S.C. § 7~o(b)].

FIFTH CLAIM FOR RELIEF

Aiding and Abetting Opporty's Violations of Section 1'7(a} of the Securities Act

(Grybniak)

175. The Commission reallebes and incorporates by reference paragraphs 1 through

160, as though fully set forth herein.

176. By virtue of the foregoing, Defendant Grybniak knowingly or recklessly provided

substantial assistance to Opporty in its violations of Section 17(a) of the Securities pct.

177. By engaging in the conduct described above, Defendant Grybniak aided and

abetted, and unless restrained and enjoined will continue to aid and abet, violations of Section

17(a) of the Securities Act [15 U.S.C. ~ 77q(a)(1)-(3)], in violation of Section 15(b) of the

Securities Act [15 U.S.C. § 78o(b)].

SIXTH CLAIM FOR RELIEF

Aiding and Abetting Opporty's Violations of Section 14(b} of the Exchange Act and Rule

lOb-5 Thereunder
(Grybniak)

178. The Commission realleges and incorporates by reference parabraphs 1 thraubh

160, as though fully set forth herein.

179. By virtue of the foregoing, Defendant Grybniak knowingly or recklessly provided

substantial assistance to Opporty in its violations of Section 10(b) of the Exchange Act and Role

l Ob-5 thereunder.

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180. By engaging in the conduct described above, Defendant Grybniak aided and

abetted, and unless restrain~:~ and enjoined wi11 continl~e to aid and abet, violations of Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b}], and Rule 10b-5(a)-(c) [17 C.F.R. § 240.1Ob-

5(a)-(c)] thereunder, in violation of Section 20(e) of the Exchange Act [I S U.S.C. ~ 78t(e)].

SEVENTH CLAIM FOR RELIEF
Unjust Enrichment
(Clever Solution Inc.)

181. The Commission realleges and incorporates by reference paragraphs 1 through

160, as though fully set forth herein.

182. Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)] states: "In any

action or proceeding brought or instituted by the Commission under any provision of the

securities laws, the Commission may seek, and any Federal court may grant, any equitable relief

that may be appropriate or necessary for the benefit of investors."

183. As described above, Relief Defendant Clever Solution received funds and assets

that were the proceeds, or are traceable to the proceeds, of Defendants' unlawful activities, as

alleged herein, and Clever Solution has no legitimate claims to these proceeds.

184. Relief Defendant Clever Solution obtained the funds and assets in connection

with the securities law violations alleged in paragraphs 1 through 160 above and under

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

property. As a result, Clever Solution was unjustly enriched.

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PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court grant the following

relief:

I.

A Final.Tudgment permanently restraining and enjoining Defendants and their agents,

servants, employees, attorneys, and other persons in active concert or participation with any of

them, who receive actual notice of the injunction by personal service or otherwise, and each of

them, from violating, directly or indirectly, Section 10(b) of the Exchange Act [15 U.S.C.

~ 78j(b)], and Rule lOb-5 [17 C.F.R. § 240.1Ob-5] thereunder, Section 17(a) of the Securities Act

[15 U.S.C. § 77q(a)], and Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. § 77e(a},

77e(c)];

A Final Judgment permanently restraining and enjoining Defendants from directly or

indirectly, including, but not limited to, through any entity owned or controlled by either of

them, participating in the offer or sale of any securities, including but not limited to any digital.

asset securities;

III.

A Final Judgment directing each Defendant and Relief DefendanC to disgorge all ill-

gotten gains and/or unjust enrichment derived from their illegal conduct as set forth in this

Complaint, including prejudgment interest thereon;

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IV.

A Final Judgment directing Defendants to pay civil money penalties pursuant to Section

20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 21(d)E3) of the Exchange Act [15

u.s.c. §Hsu{a)E3)~;

v.

A Final Judgment permanently barring Defendant Grybnia~: from serving as an officer or

director of any public company, pursuant to Section 20(e) of the Securities Act [15 U.S.C.

~ 77t(e)], and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];

VI.

Such further relief as this Court deems just and appropriate.

JURY DEMAND

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff Securities and

Exchange Commission demands that this case be tried to a jury.

Dated: January 21, 2020 Respectfully submitted,

~ -~~.
Derek S. Bentsen (#DB8369)
Nicholas C. Margida (pr•o hac vice motion forthcoming)

U.S. Securities and Exchange Commission

100 F Street, N.E.
Washington, DC 20549
Mail Stop 5985
(202) 551-6426 (Bentsen)

Email: [email protected]

Counsel for Plainti ff Secasr~ities and .Exchange Cofnmission

Of Counsel:
Fuad Rana
Mark Oh
Kendra Kinnaird

~2

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