SEC v. TOLLER STERN FINANCIAL LLC; FRANCISCO JAVIER MALAVE HERNANDEZ; and RICARDO JAVIER GUERRA FARIAS, No. 1:24-cv-23370, Southern District of Florida (Sept. 3, 2024) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.

SECURITIES AND EXCHANGE COMMISSION,

   Plaintiff,

v.

TOLLER STERN FINANCIAL LLC, a Florida company,
FRANCISCO JAVIER MALAVE HERNANDEZ, and
RICARDO JAVIER GUERRA FARIAS,

   Defendants.
                                                                                       /

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
 Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
I. INTRODUCTION
1. Defendants  Francisco  Javier Malave Hernandez (“Malave”) and Ricardo Javier
Guerra  Farias (“Guerra”; collectively, the “Individual Defendants”), two  Venezuelan  citizens
residing  in  South  Florida, raised  approximately $5 million from at  least 29  U.S.  and  foreign
investors, including from members of the Venezuelan-American community, through a series of
unregistered,  fraudulent  offerings conducted  through Defendant  Toller  Stern  Financial,  LLC
(“Toller Stern”), an unregistered investment adviser, and other entities owned and controlled by
Malave and Guerra.
2. Between  April  2019 and July  2022, Malave,  through JDVP  Financial  Services
Group, LLC (“JDVP Financial”) and Defendant Toller Stern, issued approximately $2.2 million
of securities in the form of promissory notes to at least 19 investors.  Malave also participated with
Guerra  in other unregistered, fraudulent  offerings by  Toller  Stern  Asset  Management  Corp.

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(“Toller Asset”), which Guerra owned and controlled.  Toller Asset issued promissory notes, worth
approximately $2.8 million, to at least 10 investors between February 2021 and March 2022.  The
term “Note(s)” refers to the JDVP Financial, Toller Stern, and/or Toller Asset promissory notes
described above.    Through  their  respective  entities, Malave  and  Guerra  pitched  the  offerings  as
passive and secure investments paying annual interest rates between 24 and 72 percent.
3. Toller Stern, Malave, and Guerra used a combination of in-person pitches, emails,
text messages, written marketing brochures and business plans, and a website to solicit investors
and  to falsely  portray  the  investments  as  safe  and lucrative.  Defendants falsely  represented  to
investors that Toller Stern and Toller Asset used investor money solely for the companies’ day-to-
day operations and for working capital to invest in equities, crypto assets, real estate, and foreign
exchange markets using an alleged automated trading platform (the “Trading Platform”).
4. In reality, Toller Stern, Malave, and Guerra never received any trading profits or
money back from the Trading Platform.  Further, they commingled Toller Stern and Toller Asset
investor capital and used the commingled funds to make Ponzi-like payments to other investors.
Malave,  directly  and  indirectly,  misappropriated  $558,900.  Guerra  misappropriated  at  least
$109,500.  Defendants  also  misled  investors  about Toller Stern’s and Toller Asset’s financial
conditions and operations.
5. The scheme unraveled during the first half of 2022 when Toller Stern and Toller
Asset stopped making interest payments to investors.  Even then, Defendants continued to lie to
investors about the ceased payments, including blaming the late payments on a banking issue, and
later  claiming  their  accounts  were  frozen (but unable  to explain why).    Ultimately, Defendants
disclosed to some investors that a colleague in South America, who was purportedly operating the
Trading Platform, had lost or stolen investors’ money.

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6. By engaging in this conduct, the Defendants violated Sections 5(a), 5(c) and 17(a)
of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a)  and  (c)  and 77q(a)],  and
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  Toller Stern and Malave also violated Sections
206(1) and (2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1)
and (2)] and breached the fiduciary duties they owed to their advisory clients.
7. Unless  enjoined,  Defendants  will  continue  to  violate  the  federal  securities  laws.
The  Commission  seeks  injunctive  relief,  as  well  as  disgorgement  and  civil  penalties  against
Defendants.  The  Commission  also  seeks  an  order  imposing  an  officer  and  director  bar  against
Malave and Guerra.
II. DEFENDANTS AND RELATED ENTITIES

A. Defendants

8. Toller Stern is a Florida limited liability company with its supposed principal place
of  business  in  St.  Petersburg,  Florida.   Between  2020-2022, Toller  Stern’s principal  place  of
business was Miami, Florida, where it offered, sold, and issued Notes to investors.  Toller Stern
held  itself  out  as  an  investment  adviser  and  a company  that  used  working  capital  to  invest  in
equities, crypto assets, real estate, and other investments.  Toller Stern has never been registered
with the Commission, nor had any securities registered with the Commission.
9. Malave is  a  Venezuelan citizen  residing  in  Weston,  Florida who,  during  the
offerings,  operated JDVP  Financial  and Toller  Stern from Miami,  Florida.   Malave was the
manager, member, and key executive controlling JDVP Financial and Toller Stern, and he signed
the Notes issued by both companies.  Malave was the signer for and controlled Toller Stern’s bank
accounts.  Malave has never been registered with the Commission or held any securities licenses.

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10. Guerra is a Venezuelan citizen residing in Doral, Florida.  Guerra was the principal
and sole owner of Toller Asset and signed the Notes issued by Toller Asset.  Guerra was the sole
signatory and controlled the Toller Asset bank accounts.  Guerra has never been registered with
the Commission or held any securities licenses.
B. Related Non-Party Entities

11. JDVP  Financial was  a  Florida  limited  liability  company  that  was  voluntarily
dissolved  in  July  2022.    JDVP Financial’s principal  place  of  business  was in Miami,  Florida.
Malave owned or controlled JDVP Financial.  JDVP Financial has never been registered with the
Commission or had any securities registered with the Commission.
12. Toller Asset was a Florida corporation with its principal place of business in Miami,
Florida that was administratively dissolved by the State of Florida in September 2023 for failing
to file an annual report.  Guerra owned and controlled Toller Asset.  Toller Asset has never been
registered with the Commission or had any securities registered with the Commission.
III. JURISDICTION AND VENUE
13. The  Court has  jurisdiction  over  this  action  pursuant  to  Sections  20(b),  20(d)  and
22(a)  of  the  Securities  Act  [15  U.S.C.  §§ 77t(b),  77t(d),  and  77v(a)];  Sections  21(d),  21(e)  and
27(a)  of  the  Exchange  Act  [15  U.S.C.  §§  78u(d),  78u(e)  and  78aa(a)],  and  Sections  209(d)  and
214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)].
14. This Court has personal jurisdiction over the Defendants and venue is proper in the
Southern  District  of  Florida  pursuant  to  Section  22(a)  of  the  Securities  Act  [15  U.S.C.  §  77v],
Section 27 of the Exchange Act [15 U.S.C. § 78aa], and Section 214(a) of the Advisers Act [15
U.S.C. § 80b-14(a)] because, among other things, during the time of the violative conduct alleged
herein: (i) Defendant Malave resided in Weston, Florida; (ii) Defendant Guerra resided in Doral,

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Florida; and (iii) all Defendants transacted business or engaged in the violative conduct at issue in
this District.  In particular, Toller Stern maintained offices in this District and Malave and Guerra
conducted, supervised, and managed all aspects of Toller Stern’s and Toller Asset’s respective
business from this District, including meeting with, soliciting, and selling Notes to investors and
thereafter communicating with those investors.
15. As alleged  in  this Complaint,  Defendants,  directly  and  indirectly,  singly  or  in
concert with others, made use of the means or instrumentalities of interstate commerce, the means
or instruments of transportation or communication in interstate commerce.
IV. DEFENDANTS’ FRAUDULENT SCHEME

A. Defendants’ Unregistered Securities Offerings
16. From approximately April 2019 until July 2022, Malave and Guerra, through Toller
Stern, Toller Asset, and JDVP Financial, engaged in the offer and sale of unregistered securities
in  the  form  of the  Notes with promised annualized returns  of 24 to 72  percent.  Many  of  the
investors were members of the South Florida Venezuelan-American community, but also included
investors in Venezuela, Spain, Argentina, and Portugal.
17. Malave  and  Guerra  solicited  prospective  investors  through  phone, email, text
messages, the use of a website, and through in-person meetings.
18. Malave represented to investors that he was a financial adviser, President and owner
of Toller Stern, and a co-owner of an affiliate, Toller Stern Financial International.  Malave told
investors that Toller Stern used its “working capital” to invest in equities, crypto assets, real estate,
and  other  investments  through the Trading  Platform.   Malave recommended  the  Notes  and
emphasized the monthly interest payments investors would receive.  Malave assured investors they

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would not lose money and promised that investments were secured by Toller Stern’s $12 million
in assets.
19. Malave  provided  at  least  some  investors  with  a  Toller  Stern business  plan or  a
marketing brochure (the “Toller Stern Brochure”), which portrayed Toller Stern as an international
conglomerate  of  companies  with  10  subsidiaries  and  commercial  allies  around  the  world.   The
Toller Stern Brochure also represented Toller Stern as having “high profile professionals with vast
experience to help the clients organize and reach [the] personal wants and needs of [the] clients[,]”
and claimed “to  comprehensively  tailor-fit  portfolios  to  [its]  clients.”  Malave  also directed
prospective  investors to  the  Toller  Stern  website which described Toller Stern’s services  and
investment opportunities.  Malave represented in the Toller Stern Brochure and on Toller Stern’s
website that Toller Stern provided tailored investment adviser services to individuals interested in
investing in mutual funds, stocks, bonds, treasury notes, and other investments.
20. Malave also assisted Guerra in raising money for Toller Asset by participating in
sales pitches to prospective Toller Asset investors.  In those meetings with prospective investors,
Malave and Guerra explained they had an asset management fund, Toller Asset, that invested in,
among others, crypto-assets, foreign exchange transactions, equities, and a Greek hotel.  Malave
and Guerra claimed they had approximately $20 million in assets under management with monthly
returns ranging from 4 to 10 percent.  Malave explained he was the financial expert for the fund
and Guerra ran the day-to-day operations of getting money from investors and into the fund.
21. At least 12 of the Notes issued by Toller Stern, Toller Asset, and JDVP Financial
promised investors that they were secured by tangible and intangible assets and equity belonging
to the respective companies.  When Toller Stern, JDVP Financial, and Toller Asset issued these

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Notes, which were signed by Malave or Guerra, the companies did not own any assets or valuable
equity, which made the purported security interests illusory.
22. The written terms of most of the Notes say that Toller Stern and Toller Asset would
use investor funds solely for the purpose of day-to-day operations or working capital.  In reality,
the  companies used  investor  funds  for  purposes other  than  those  stated,  including  paying other
investors  without  the  companies  generating  any  profits, paying finders, paying the  Individual
Defendants’ personal expenses, and transferring money to others.
23. Of the approximately $2.2 million raised by Malave and Toller Stern, bank records
show  Toller  Stern used:  (i) approximately  $1.5  million  to  pay  investors; and  (ii) approximately
another $319,000 to pay relatives (some of whom were investors).  Malave also misappropriated
at least $365,700 of investor funds for personal use.
24. Of the approximately $2.8 million raised by Toller Asset, bank records show Toller
Asset  used:  (i) approximately $560,000  to  pay  investors;  (ii) $193,200  to a  company  owned  by
Malave and  his wife;  (iii) approximately  $316,000  to pay Toller  Stern; and (iv) approximately
$625,000 to pay other entities and individuals.  Guerra also misappropriated at least $109,500 of
investor funds for personal use.
25. Defendants pooled investor funds together in Toller Stern’s and Toller Asset’s bank
accounts.    Investors  completely  depended  on  Defendants to  make  successful  investments  to
generate investment returns, to pay  the  specified  interest, and to return the investors’ principal.
Defendants exercised exclusive control over investors’ funds, including making all investment
decisions purportedly generating investor returns.
26. Defendants engaged in general solicitation activities when offering and selling the
Notes  to  investors  and  prospective  investors.    Defendants  did  not  verify  whether  prospective

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investors, including those described below, qualified as accredited investors, nor did they provide
investors with any financial information about JDVP Financial, Toller Stern, or Toller Asset.
27. The Notes issued by JDVP Financial, Toller Stern, and Toller Asset are securities
within the meaning of the Securities Act, the Exchange Act, and the Advisers Act.  The Notes are
investment contracts because: (i) they were sold to investors for money; (ii) Defendants offered
the Notes through a common enterprise; (iii) the investors expected to profit from the Notes; and
(iv) all investor profits were to be generated by Defendants’ efforts.  No registration statement was
filed with the Commission pursuant to the Securities Act relating to the investments Defendants
offered and sold, and no exemption from registration existed with respect to the Notes issued by
JDVP Financial, Toller Stern, or Toller Asset.
B. Defendants’ Materially False and Misleading Statements

28. Defendants  made  materially  false  and  misleading  statements to  investors  about,
among other things: (i) the profitability of investments in the Notes; (ii) misrepresenting that the
Notes were secured by assets; (iii) misrepresenting the value of assets under management and the
operations of the companies issuing the Notes; and (iv) misrepresenting how investor funds would
be  used.   The  following  are  a  representative  sample  of  the materially  false  and  misleading
statements made by Defendants to investors.
(1) Materially False and Misleading Statements About JDVP Financial

31. From at  least  as  early  as April  15,  2019, until at least  July  30,  2019,  Malave,  on
behalf  of  JDVP  Financial,  offered  and  sold promissory  notes  signed  by  Malave  and  issued  by
JDVP Financial (the “JDVP Financial Notes”) to Investor AB and others.
32. JDVP Financial, through Malave, guaranteed the profitability of investments in the
JDVP  Financial  Notes and  represented  to  Investor  AB that the notes were secured  by assets

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belonging to JDVP Financial and its subsidiaries (the “JDVP Collateral”).  Investor AB’s JDVP
Financial Notes specifically promised that the JDVP Collateral secured the investments.
33. JDVP Financial’s and Malave’s representations about the JDVP Collateral given to
Investor  AB were materially false  and  misleading.   Neither JDVP Financial nor  Malave  told
Investor AB that JDVP Financial did not own assets and that the security interests were illusory
because there was no secured property.
34. Based on Malave’s assurances about the safety and security of the JDVP Financial
Note and its profitability, Investor AB contributed a total of $70,000 in exchange for four JDVP
Financial Notes.  Specifically, on or about April 15, 2019, Investor AB paid $30,000 in exchange
for JDVP Financial Note number 6513.  On or about June 15, 2019, Investor AB paid $10,000 in
exchange for JDVP Financial Note number 6551.  On or about June 25, 2019, Investor AB paid
$15,000 in exchange JDVP Financial Note number 6559.  And, on or about July 30, 2019, Investor
AB paid $15,000  in  exchange  JDVP Financial Note number  6563.   Investor  AB  made  these
payments per Malave’s instructions.
35. JDVP Financial Note numbers 6513, 6551, 6559, and 6563 each promised to pay
36 percent annualized interest and to return principal at the end of the term of each respective Note.
36. In 2020, Malave told Investor AB that JDVP Financial merged with Toller Stern
and that JDVP Financial’s debt, including Investor AB’s Notes, rolled into Toller Stern debt.
37. Investor AB received the promised interest payments pursuant to each of the JDVP
Financial Notes until February of 2022, when the interest payments unexpectedly stopped.  Since
then,  neither  Toller  Stern, which had assumed JDVP Financial’s obligations, nor  Malave  have
returned Investor AB’s capital or paid any additional interest due pursuant to these Notes.

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(2) Materially False and Misleading Statements About Toller Stern

a. Investor AB

38. On  or  about  April  15,  2020,  Investor  AB  received  Toller  Stern  Note  FX.  004 in
exchange for providing Toller Stern with $30,000.  Malave, on behalf of Toller Stern, offered and
sold to Investor AB Toller Stern Note FX. 004, which he signed and issued.  To entice Investor
AB to make the investment, Toller Stern and Malave promised to pay annualized interest of 54
percent and to return the $30,000 principal at the end of the term of Toller Stern Note FX. 004.
39. When   pitching Investor   AB,   Malave   represented that Toller   Stern   made
approximately 12 percent per month from the capital it invested and guaranteed Investor AB would
make money.  Malave also provided a copy of the Toller Stern Brochure to Investor AB.
40. The Toller Stern Brochure given to Investor AB represented Toller Stern Financial
Group as a multinational corporation with “more than 10 subsidiaries and commercial allies, [with]
hubs in  Vienna,  Dublin,  Bogota,  Miami,  Mumbai,  and  Mexico DF” providing comprehensive
financial planning and suitable wealth management services.  In reality, Toller Stern did not have
ten subsidiaries and did not operate in all of those locations.  The Toller Stern Brochure also falsely
represented  that  Toller  Stern  had  more  than  $12  million  in  assets  under  management.   It also
represented that Toller Stern had an international real estate portfolio, including a premium 6-star
hotel in Skroponeria, Greece, when, in fact, Toller Stern had no international real estate portfolio.
41. The  promise  of 54  percent  annualized returns  was  not  the  only  enticement
Defendants Malave and Toller Stern made to Investor AB.  Toller Stern Note FX. 004 specifically
provided that it was secured by the tangible and intangible assets, money market instruments, and
equity of Toller Stern.  These representations were false and misleading when made because Toller

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Stern and its purported subsidiaries did not own any assets, money market instruments, or valuable
equity.  The foregoing misrepresentations and omissions were material.
42. Investor AB invested with Malave and Toller Stern based on their guarantee that
Investor AB would not lose money, the high interest rate and return of principal, and based on the
representation that investments were safe and secure given the extent of Toller Stern’s operations,
including  purportedly  having  $12  million  in  assets  under  management  and  an  international  real
estate portfolio that included a hotel in Greece.
43. Toller Stern has failed to make any interest payments due under Toller Stern Note
FX. 004 and also has failed to return Investor AB’s $30,000 in principal.
b. Investor DO

44. Investor  DO  met  Malave  in  2020  and  thereafter  made  three  investments  with
Malave  and  Toller  Stern  totaling  $180,000  in  exchange  for  receiving certain  Notes signed  by
Malave  and  issued  by  Toller  Stern.  Malave  represented that Toller  Stern  managed  funds  for
retirement and that it diversified its investments by investing in different areas, including foreign
currency exchange, stock, and commodities markets.  Malave and Toller Stern each represented
Toller Stern’s business was structured in three areas: international real estate, venture capital
projects,  and trading  through the proprietary high-performance Trading Platform.   Malave
provided  Investor DO with the Toller Stern Brochure, which made the same misrepresentations
described in Paragraph 40 above, and also directed Investor DO to the Toller Stern website.
45. Toller  Stern,  through  Malave, touted to  Investor  DO its automated Trading
Platform, consisting of “14 Artificial Intelligence Modules developed with Machine Learning
features that continuously track the market.”  Malave and Toller Stern represented the Trading
Platform used more than “250 optimized strategies, prove[n] over the last 20 years of historical

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data  and  monitored,  maintained  and  updated  by  more  [than]  18  financial  software  engineers
daily[.]”  When describing this Trading Platform, Malave failed to tell Investor DO that Malave
and Toller Stern had never received any money back from the Trading Platform.
46. On or about September 17, 2020, Investor DO invested $45,000 with Toller Stern
in exchange for Toller Stern Note number 1039, which was provided to Investor DO online via
DocuSign.  Malave signed Toller Stern Note 1039 on behalf of Toller Stern.
47. To entice Investor DO to make the investment, Toller Stern and Malave promised
to  pay 42-percent  annualized interest, and to return the $45,000  principal  at  the  end  of  the six-
month term of Note 1039.
48. In addition to the promise of high returns, Note 1039 also claimed to be secured by
the tangible and intangible assets, money market instruments, and equity of Toller Stern.  Those
representations were false, misleading, and illusory when made because Toller Stern did not own
any such assets, instruments, or equity.  These misrepresentations and omissions were material.
49. Investor DO invested with Malave and Toller Stern based on their guarantee that
Investor DO would not lose money, the high interest rate and return of principal, and based on the
representation that investments were safe and secured by $12 million in assets.
50. On or about March 30, 2021, Investor DO made a second $45,000 investment with
Malave and Toller Stern in exchange for receiving Toller Stern Note number 1051, also provided
online by DocuSign, and in  September  2021 renewed  the note  for  an  additional  six  months.
Malave signed Toller Stern Note number 1051 and the renewal Note on behalf of Toller Stern.
51. On  or  about  April  12,  2021, and  following  the  expiration  of  Toller  Stern  Note
number  1039,  Investor  DO  spoke  with  Malave  and  agreed  to  roll  the  principal  for  Toller  Stern
Note number 1039 into another promissory note issued by Toller Stern.  Toller Stern then issued

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Toller Stern Note number 1065, provided to Investor DO online with DocuSign, promising to pay
60 percent per year in interest for a term of 6 months.  Malave signed Toller Stern Note number
1065 on behalf of Toller Stern.  Investor DO renewed Toller Stern Note number 1065 for additional
6-month terms on or about September 18, 2021, and then again on April 7, 2022.
52. On or about April 19, 2022, Investor DO made a third investment with Defendants
Malave and Toller Stern, contributing $90,000 in exchange for Toller Stern Note number 1083,
which promised to pay 60 percent per year for a term of 6 months.  Malave signed Toller Stern
Note number 1083 on behalf of Toller Stern and provided it to Investor DO online via DocuSign.
53. Toller Stern Note numbers 1051, 1065, 1083, and their respective renewal Notes
each disclosed that Toller Stern would use the investment funds “for the sole purpose [of Toller
Stern’s] day to day operations and any of its partner or affiliate firms.  The principal balance shall
not be used for payment to members or any other expense that are not related to [Toller Stern’s]
day to day operations and any of its partner or affiliate firms.”  These representations were material.
The representations were also false because, among other things, Defendants Malave and Toller
Stern  used  investor  funds  for  purposes  other  than the  day-to-day  operations  of  Toller  Stern,
including commingling investor funds, paying Malave personally, paying for Malave’s personal
expenses, paying other investors, and transferring money to other entities and individuals.
54. Since May 15, 2022, Toller Stern has not made any interest payments relating to
Investor DO’s Notes and has not returned Investor DO’s $180,000 in total principal.
c. Investor AHS

55. In 2021, Investor AHS made two investments with Malave and Toller Stern totaling
$100,000.  Specifically, on or about June 30, 2021, Investor AHS invested $50,000 and received
Toller Stern Note number 1060, which Malave signed and which promised to pay interest monthly

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at a 48 percent annualized rate.  After the six-month term ended in January 2022, Investor AHS
renewed Note number 1060 for an additional 6 months, and Malave signed the renewal Note.
56. Investor AHS made a second $50,000 investment on or about December 30, 2021,
and received  Toller  Stern  Note  number  1077, signed  by Malave, promising to  pay  54  percent
annualized interest.  Malave and Toller Stern provided all of Investor AHS’s Notes, and Investor
AHS signed those Notes, online via DocuSign.
57. Before investing, Investor AHS received a brochure stating that Toller Stern “offers
the highest level of financial planning services” and provides “investment  advisor  services  by
creating  tailored  investment  strategies  and  planning  for the clients  to  help  them  manage  their
assets[.]”  The brochure claimed that Toller Stern: (i) always placed clients first; and (ii) had more
than $12 million in assets under management.
58. These  representations  also were  false.  First, Toller  Stern  did  not  place  its  clients
first given that Toller Stern and Malave commingled investor funds, paid themselves with investor
funds, and paid investors’ interest using other investor  funds.    Second, Toller  Stern  never  had
anywhere near $12 million in assets under management.
59. Toller  Stern  Note  number  1060 (and  its  renewal) and  Note  number  1077  each
disclosed that investment funds: “are to be used for the sole purpose [of Toller Stern’s] day to day
operations  and  any  of  its  partner  or  affiliate  firms.    The  principal  balance  shall  not  be  used  for
payment to members or any other expense that are not related to [Toller Stern’s] day to day
operations and any of its partner or affiliate firms.”
60. These material representations  concerning  the  use  of  investor  funds  were false
because, among other things, Defendants Malave and Toller Stern commingled investor funds, and

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used them: (i) to pay Malave personally; (ii) to pay Malave’s personal expenses; (iii) to pay other
investors; and (iv) to pay other entities and individuals.
61. Before Investor AHS’s investments, Defendants  Malave  and  Toller  Stern touted
their Trading Platform but failed to disclose to Investor AHS that Toller Stern had never received
any money back from the Trading Platform.
62. Investor  AHS  received  11  interest  payments  pursuant  to  Note  number  1060,  but
never received the last interest payment or the return of the $50,000 in principal.
63. Investor AHS received only 1 interest payment pursuant to Note number 1077, and
never received the return of the $50,000 in principal.
64. Toller Stern stopped making interest payments to Investor AHS in June 2022.
(3) Materially False and Misleading Statements About Toller Asset

65. Investor AC met Defendants Malave and Guerra in early 2021 at the Toller Stern
Brickell Avenue office in Miami, Florida.
66. Malave and Guerra told Investor AC that they had an asset management fund called
Toller Asset that invested in crypto assets, foreign exchange transactions, equities, and a Greek
hotel.  Malave and Guerra also explained that Malave was the “financial expert” for the fund and
Guerra ran the day-to-day operations by working with potential investors to raise capital.
67. Malave and Guerra represented they had approximately $20 million in assets under
management generating monthly returns ranging from 4 to 10 percent and that Malave and Guerra
would be paid by taking 60-70 percent of the profits generated by the fund.  Malave and Guerra
each  guaranteed that Investor  AC would  not  lose  money  if  Investor  AC invested.   Malave  and
Guerra specifically offered Investor AC the opportunity to invest in safe and secure promissory
notes paying guaranteed interest.  However, Investor AC did not make an investment at that time.

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68. Later, Guerra  provided  Investor  AC  with  a  copy  of a Toller  Stern marketing
brochure, which touted the benefits of investing with Toller Stern, including professional guidance,
long-term investments, profitable market execution, in-house development and monitoring of the
Trading Platform,  and  no  hidden  fees.    The brochure  also  referenced  a  Toller  Stern  website  at
www.tollersternfinancial.com, which Investor AC accessed and reviewed.
69. Based on Malave’s and Guerra’s respective representations, Investor AC decided
to  invest  with Toller  Asset, Malave, and  Guerra  through  an  entity.    Specifically,  on  or  about
October 25, 2021, Investor AC wired $100,000 to Toller Asset’s bank account.  In exchange,
Investor AC received Toller Asset Note number 1147, signed by Guerra, which promised to pay
48 percent annualized interest, on a quarterly basis, beginning March 15, 2022.
70. After the first investment, Investor AC met with Malave and Guerra at the Toller
Stern  office  to  discuss  a  second  investment.   Around December  27,  2021, Investor  AC made a
$25,000 investment and,  as  instructed  by  Malave  and  Guerra,  wired  the  funds to Toller Stern’s
bank  account.    In  exchange,  Investor  AC  received  Toller  Asset  Note  number  1158, signed  by
Guerra, promising to pay 48 percent annualized interest on a quarterly basis beginning on May 30,
2022.  This Note and Note number 1147 were both provided to Investor AC online via DocuSign.
71. Toller  Asset  Note  numbers  1147  and  1158 represented  that Investor AC’s funds
would “be used for the sole purpose of day-to-day operations and working capital of [Toller Asset]
and any of its partner or affiliate firms” and that the funds “shall not be used” for any other purpose.
72. Guerra knew these representations to be false because Toller Asset had been paying
investor  interest  with  funds  received  from  other  investors  rather  than  trading  profits from  the
Trading Platform or other revenue generated by Toller Asset.

17

73. Toller Asset Note numbers 1147 and 1158 also unconditionally guaranteed all of
Toller Asset’s obligations and represented that they were secured by all of Toller Asset’s tangible
and intangible assets.  Guerra knew these material representations were false when made because
Guerra knew that Toller Asset did not own any assets.
74. In  March  2022,  Toller  Asset  stopped  making  interest  payments pursuant  to the
Toller Asset Notes it issued, including on Toller Asset Note numbers 1147 and 1158.  Investor AC
met  with  Malave  and  Guerra  at  the  Toller  Stern  office  in  April  2022 to  find  out  why  payments
stopped.  Malave told Investor AC the lack of interest payments was “no big deal” and that they
had the money to pay investors, including Investor AC.
75. That  story  then  changed  over  time.    During  the  first  week  of  April,  Malave  and
Guerra said the nonpayment was a banking issue.  Malave and Guerra next claimed their accounts
were frozen during the second and third weeks of April 2022, but neither Malave nor Guerra could
explain why the accounts were frozen.  Soon thereafter, Malave stopped responding to all inquiries,
no one could be found at the Toller Stern office, and the Toller Stern website was disabled.
V. CLAIMS FOR RELIEF
COUNT I
Violations of Sections 5(a) and 5(c) of the Securities Act Against All Defendants
76. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
77. No registration statement was filed or in effect with the Commission pursuant to
the Securities  Act  with  respect  to  the  securities  issued  by  Defendants  as  described  in  this
Complaint, and no exemption from registration existed with respect to these securities.
78. From approximately August 2019 until at least July 2022, Malave and Toller Stern,
directly and indirectly:

18

a. made   use   of   any   means   or   instruments   of   transportation   or
communication  in  interstate  commerce  or  of  the  mails  to  sell
securities, through the use or medium of a prospectus or otherwise;

b. carried  or  caused  to  be  carried  securities  through  the  mails  or  in
interstate commerce, by any means or instruments of transportation,
for the purpose of sale or delivery after sale; or

c. made   use   of   any   means   or   instruments   of   transportation   or
communication in interstate commerce or of the mails to offer to sell
or  offer  to  buy  through  the  use  or  medium  of  any  prospectus  or
otherwise any security,

without  a  registration  statement  having  been  filed  or  being  in  effect  with  the  Commission  as  to
such securities.
79. From approximately February 2021 until at least March 2022, Guerra, directly and
indirectly:
a. made   use   of   any   means   or   instruments   of   transportation   or
communication  in  interstate  commerce  or  of  the  mails  to  sell
securities, through the use or medium of a prospectus or otherwise;

b. carried  or  caused  to  be  carried  securities  through  the  mails  or  in
interstate commerce, by any means or instruments of transportation,
for the purpose of sale or delivery after sale; or

c. made   use   of   any   means   or   instruments   of   transportation   or
communication in interstate commerce or of the mails to offer to sell
or  offer  to  buy  through  the  use  or  medium  of  any  prospectus  or
otherwise any security,

without  a  registration  statement  having  been  filed  or  being  in  effect  with  the Commission  as  to
such securities.
80. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless
enjoined, are reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a) and 77e(c)].

19

COUNT II
Violations of Section 17(a)(1) of the Securities Act Against All Defendants
81. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
82. From  approximately  April  2019 until  approximately  July  2022, Toller  Stern  and
Malave, in the offer or sale of securities by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly, knowingly or
recklessly employed devices, schemes or artifices to defraud.
83. From approximately February 2021 until at least March 2022, Guerra, in the offer
or  sale  of  securities  by  use  of  the  means  or  instruments  of  transportation  or  communication  in
interstate  commerce  or  by  use  of  the  mails,  directly  or  indirectly,  knowingly  or  recklessly
employed devices, schemes or artifices to defraud.
84. By reason of the foregoing, the Defendants, directly or indirectly, have violated and
unless enjoined, are reasonably likely to continue to violate, Section 17(a)(1) of the Securities Act
[15 U.S.C. § 77q(a)(1)].
COUNT III
Violations of Section 17(a)(2) of the Securities Act Against All Defendants
85. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
86. From  approximately  April  2019  until  approximately  July  2022,  Toller  Stern and
Malave, in the offer or sale of securities by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly, negligently
obtained money or property by means of untrue statements of material facts or omissions to state
material facts necessary to make the statements made, in light of the circumstances under which
they were made, not misleading.

20

87. From approximately February 2021 until at least March 2022, Guerra, in the offer
or  sale  of  securities  by  use  of  the  means  or  instruments  of  transportation  or  communication  in
interstate commerce or by use of the mails, directly or indirectly, negligently obtained money or
property  by  means  of  untrue  statements  of  material  facts  or  omissions  to  state  material  facts
necessary to make the statements made, in light of the circumstances under which they were made,
not misleading.
88. By reason of the foregoing, the Defendants, directly and indirectly, have violated
and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities
Act [15 U.S.C. § 77q(a)(2)].
COUNT IV
Violations of Section 17(a)(3) of the Securities Act Against All Defendants
89. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
90. From  approximately  April  2019  until  approximately  July  2022,  Toller  Stern  and
Malave, in the offer or sale of securities by use of the means or instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly, negligently
engaged in transactions, practices, and courses of business which have operated as a fraud or deceit
upon the purchasers.
91. From approximately February 2021 until at least March 2022, Guerra, in the offer
or  sale  of  securities  by  use  of  the  means  or  instruments  of  transportation  or  communication  in
interstate  commerce  or  by  use  of  the  mails,  directly  or  indirectly,  negligently engaged  in
transactions, practices, and courses of business which have operated as a fraud or deceit upon the
purchasers.

21

92. By reason of the foregoing, the Defendants, directly and indirectly, have violated
and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3) of the Securities
Act [15 U.S.C. § 77q(a)(3)].
COUNT V
Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) Against All Defendants
93. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
94. From  approximately  April  2019  until  approximately  July  2022, Toller  Stern  and
Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce,
or  of  the  mails, knowingly  or  recklessly  employed  devices,  schemes  or  artifices  to  defraud in
connection with the purchase or sale of securities.
95. From approximately February 2021 until at least March 2022, Guerra, directly or
indirectly,  by  use  of  the  means  and  instrumentalities  of  interstate  commerce,  or  of  the  mails,
knowingly or recklessly employed devices, schemes or artifices to defraud in connection with the
purchase or sale of securities.
96. By reason of the foregoing, the Defendants, directly and indirectly, have violated
and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange
Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)] thereunder.
COUNT VI
Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) Against All Defendants
97. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
98. From  approximately  April  2019  until  approximately  July  2022,  Toller  Stern  and
Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce,
or of the mails, in connection with the purchase or sale of securities, knowingly or recklessly made

22

untrue statements of material facts or omitted to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
99. From approximately February 2021 until at least March 2022, Guerra, directly or
indirectly, by use of the  means and instrumentalities of interstate  commerce, or of the mails, in
connection with the purchase or sale of securities, knowingly or recklessly made untrue statements
of material facts or omitted to state material facts necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading.
100. By  reason  of  the  foregoing,  the  Defendants,  directly  and  indirectly,  violated  and
unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act
[15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.
COUNT VII
Violations of Section 10(b) of the Exchange Act and Rule 10b-5(c) Against All Defendants
101. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
102. From  approximately  April  2019  until approximately  July  2022,  Toller  Stern  and
Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce,
or  of  the  mails,  in  connection  with  the  purchase  or  sale  of  securities,  knowingly  or  recklessly
engaged  in  acts,  practices, and  courses  of  business  which have operated  as  a  fraud  upon  the
purchasers of such securities.
103. From approximately February 2021 until at least March 2022, Guerra, directly or
indirectly, by use of the  means and instrumentalities of interstate  commerce, or of the mails, in
connection  with  the  purchase  or  sale  of  securities,  knowingly  or  recklessly  engaged  in  acts,
practices, and  courses  of  business  which  have  operated  as  a  fraud  upon  the  purchasers  of  such
securities.

23

104. By reason of the foregoing, the Defendants, directly and indirectly, violated and,
unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act
[15 U.S.C. § 78j(b)] and Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)] thereunder.
COUNT VIII
Violations of Section 206(1) of the Advisers Act Against Toller Stern and Malave
105. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint.
106. From  approximately  April  2019  until  approximately  July  2022,  Toller  Stern  and
Malave, for compensation, engaged in the business of directly advising others as to the value of
securities or as to the advisability of investing in, purchasing, or selling securities.  Toller Stern
and Malave were therefore “investment advisers” within the meaning of Section 202(a)(11) of the
Advisers Act [15 U.S.C. § 80b-2(a)(11)].
107. Toller Stern and Malave, by the use of the mails or any means or instrumentality of
interstate commerce, directly or indirectly, knowingly or recklessly employed a device, scheme,
or artifice to defraud one or more clients or prospective clients.
108. By reason of the foregoing, Toller Stern and Malave violated and, unless enjoined,
are reasonably likely to continue to violate Section 206(1) of the Advisers Act [15 U.S.C. § 80b-
6(1)].
COUNT IX
Violations of Section 206(2) of the Advisers Act Against Toller Stern and Malave
109. The  Commission  repeats  and  realleges  Paragraphs  1 through 75 and 106 of this
Complaint.
110. From  approximately  April  2019  until  approximately  July  2022,  Toller  Stern  and
Malave, by the use of the mails or any means or instrumentality of interstate commerce, directly

24

or indirectly, negligently engaged in transactions, practices, or courses of business which operated
as a fraud or deceit upon one or more clients or prospective clients.
111. By  reason  of  the  foregoing,  Toller  Stern  and  Malave  each  violated  and,  unless
enjoined, are reasonably likely to continue to violate Section 206(2) of the Advisers Act [15 U.S.C.
§ 80b-6(2)].
VI. RELIEF REQUESTED
The Commission  respectfully  requests  the  Court  find that the  Defendants  committed  the
foregoing violations, and:
A. Permanent Injunction
Issue a permanent injunction enjoining the Individual Defendants and Toller Stern and its
officers, agents, servants, employees, attorneys, and all persons in active concert or participation
with them and each of them, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act [15
U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Rule  10b-5  [17  C.F.R.  § 240.10b-5]  thereunder; and further  enjoining Toller  Stern and  Malave
from violating Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and (2)].
B. Disgorgement and Prejudgment Interest
Issue an order directing Defendants to disgorge all ill-gotten gains or proceeds received,
with prejudgment interest thereon, resulting from the acts and/or courses of conduct complained
in this Complaint.
C. Civil Monetary Penalties
Issue an order directing Defendants to pay civil money penalties pursuant to Section 20(d)
of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)],

25

and, for Malave and Toller Stern, pursuant to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-
9(e)].
D. Officer and Director Bar Against Defendants Malave and Guerra
Issue  an order 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)], permanently prohibiting Malave
and Guerra from acting as an officer or director of any issuer whose securities are registered with
the Commission pursuant to Section 12 of the Exchange Act or which is required to file reports
with the Commission pursuant to Section 15(d) of the Exchange Act.
E. Further Relief
Grant such other and further relief as may be necessary and appropriate.
F. Retention of Jurisdiction
Further,  the  Commission  requests  the  Court  retain  jurisdiction  over  this  action  and  over
Defendants in order to implement and carry out the terms of all orders that may hereby be entered,
or to entertain any suitable application or motion by the Commission for additional relief within
the jurisdiction of this Court.
VII. DEMAND FOR JURY TRIAL
The  Commission  hereby  demands  a  trial  by  jury  on  any  and  all  issues  in  this  action  so
triable.

26

Dated: September 3, 2024          Respectfully submitted,
             s/ Brian Lechich
      Brian Lechich, Esq.
      Trial Counsel
      Florida Bar No.  84419
      Direct Dial: (305) 416-6257
      Email:  [email protected]

      John T. Houchin, Esq.
      Senior Counsel
      Florida Bar No. 118966
      Direct Dial: (305) 416-6292
      Email:  [email protected]

      ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE
COMMISSION
      801 Brickell Avenue, Suite 1950
      Miami, FL 33131
      Telephone: (305) 982-6300
      Facsimile: (305) 536-4154

1 
 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

 

CASE NO. 

 

SECURITIES AND EXCHANGE COMMISSION, 

 

   Plaintiff, 

 

v. 

 

TOLLER STERN FINANCIAL LLC, a Florida company,  

FRANCISCO JAVIER MALAVE HERNANDEZ, and  

RICARDO JAVIER GUERRA FARIAS,  

 

   Defendants. 

                                                                                       / 

 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

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

I. INTRODUCTION 

1. Defendants Francisco Javier Malave Hernandez (“Malave”) and Ricardo Javier 

Guerra Farias (“Guerra”; collectively, the “Individual Defendants”), two Venezuelan citizens 

residing in South Florida, raised approximately $5 million from at least 29 U.S. and foreign 

investors, including from members of the Venezuelan-American community, through a series of 

unregistered, fraudulent offerings conducted through Defendant Toller Stern Financial, LLC 

(“Toller Stern”), an unregistered investment adviser, and other entities owned and controlled by 

Malave and Guerra.   

2. Between April 2019 and July 2022, Malave, through JDVP Financial Services 

Group, LLC (“JDVP Financial”) and Defendant Toller Stern, issued approximately $2.2 million 

of securities in the form of promissory notes to at least 19 investors.  Malave also participated with 

Guerra in other unregistered, fraudulent offerings by Toller Stern Asset Management Corp. 

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(“Toller Asset”), which Guerra owned and controlled.  Toller Asset issued promissory notes, worth 

approximately $2.8 million, to at least 10 investors between February 2021 and March 2022.  The 

term “Note(s)” refers to the JDVP Financial, Toller Stern, and/or Toller Asset promissory notes 

described above.  Through their respective entities, Malave and Guerra pitched the offerings as 

passive and secure investments paying annual interest rates between 24 and 72 percent. 

3. Toller Stern, Malave, and Guerra used a combination of in-person pitches, emails, 

text messages, written marketing brochures and business plans, and a website to solicit investors 

and to falsely portray the investments as safe and lucrative.  Defendants falsely represented to 

investors that Toller Stern and Toller Asset used investor money solely for the companies’ day-to-

day operations and for working capital to invest in equities, crypto assets, real estate, and foreign 

exchange markets using an alleged automated trading platform (the “Trading Platform”). 

4. In reality, Toller Stern, Malave, and Guerra never received any trading profits or 

money back from the Trading Platform.  Further, they commingled Toller Stern and Toller Asset 

investor capital and used the commingled funds to make Ponzi-like payments to other investors.  

Malave, directly and indirectly, misappropriated $558,900.  Guerra misappropriated at least 

$109,500.  Defendants also misled investors about Toller Stern’s and Toller Asset’s financial 

conditions and operations.   

5. The scheme unraveled during the first half of 2022 when Toller Stern and Toller 

Asset stopped making interest payments to investors.  Even then, Defendants continued to lie to 

investors about the ceased payments, including blaming the late payments on a banking issue, and 

later claiming their accounts were frozen (but unable to explain why).  Ultimately, Defendants 

disclosed to some investors that a colleague in South America, who was purportedly operating the 

Trading Platform, had lost or stolen investors’ money. 

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6. By engaging in this conduct, the Defendants violated Sections 5(a), 5(c) and 17(a) 

of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a) and (c) and 77q(a)], and 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  Toller Stern and Malave also violated Sections 

206(1) and (2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(1) 

and (2)] and breached the fiduciary duties they owed to their advisory clients.   

7. Unless enjoined, Defendants will continue to violate the federal securities laws.  

The Commission seeks injunctive relief, as well as disgorgement and civil penalties against 

Defendants.  The Commission also seeks an order imposing an officer and director bar against 

Malave and Guerra.  

II. DEFENDANTS AND RELATED ENTITIES 

 

A. Defendants 

 

8. Toller Stern is a Florida limited liability company with its supposed principal place 

of business in St. Petersburg, Florida.  Between 2020-2022, Toller Stern’s principal place of 

business was Miami, Florida, where it offered, sold, and issued Notes to investors.  Toller Stern 

held itself out as an investment adviser and a company that used working capital to invest in 

equities, crypto assets, real estate, and other investments.  Toller Stern has never been registered 

with the Commission, nor had any securities registered with the Commission. 

9. Malave is a Venezuelan citizen residing in Weston, Florida who, during the 

offerings, operated JDVP Financial and Toller Stern from Miami, Florida.  Malave was the 

manager, member, and key executive controlling JDVP Financial and Toller Stern, and he signed 

the Notes issued by both companies.  Malave was the signer for and controlled Toller Stern’s bank 

accounts.  Malave has never been registered with the Commission or held any securities licenses.  

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10. Guerra is a Venezuelan citizen residing in Doral, Florida.  Guerra was the principal 

and sole owner of Toller Asset and signed the Notes issued by Toller Asset.  Guerra was the sole 

signatory and controlled the Toller Asset bank accounts.  Guerra has never been registered with 

the Commission or held any securities licenses.    

B. Related Non-Party Entities 

 

11. JDVP Financial was a Florida limited liability company that was voluntarily 

dissolved in July 2022.  JDVP Financial’s principal place of business was in Miami, Florida.  

Malave owned or controlled JDVP Financial.  JDVP Financial has never been registered with the 

Commission or had any securities registered with the Commission. 

12. Toller Asset was a Florida corporation with its principal place of business in Miami, 

Florida that was administratively dissolved by the State of Florida in September 2023 for failing 

to file an annual report.  Guerra owned and controlled Toller Asset.  Toller Asset has never been 

registered with the Commission or had any securities registered with the Commission. 

III. JURISDICTION AND VENUE 

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

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; Sections 21(d), 21(e) and 

27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)], and Sections 209(d) and 

214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)]. 

14. This Court has personal jurisdiction over the Defendants and venue is proper in the 

Southern District of Florida pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v],  

Section 27 of the Exchange Act [15 U.S.C. § 78aa], and Section 214(a) of the Advisers Act [15 

U.S.C. § 80b-14(a)] because, among other things, during the time of the violative conduct alleged 

herein: (i) Defendant Malave resided in Weston, Florida; (ii) Defendant Guerra resided in Doral, 

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5 
 

Florida; and (iii) all Defendants transacted business or engaged in the violative conduct at issue in 

this District.  In particular, Toller Stern maintained offices in this District and Malave and Guerra 

conducted, supervised, and managed all aspects of Toller Stern’s and Toller Asset’s respective 

business from this District, including meeting with, soliciting, and selling Notes to investors and 

thereafter communicating with those investors.   

15. As alleged in this Complaint, Defendants, directly and indirectly, singly or in 

concert with others, made use of the means or instrumentalities of interstate commerce, the means 

or instruments of transportation or communication in interstate commerce. 

IV. DEFENDANTS’ FRAUDULENT SCHEME 

 

A. Defendants’ Unregistered Securities Offerings 

16. From approximately April 2019 until July 2022, Malave and Guerra, through Toller 

Stern, Toller Asset, and JDVP Financial, engaged in the offer and sale of unregistered securities 

in the form of the Notes with promised annualized returns of 24 to 72 percent.  Many of the 

investors were members of the South Florida Venezuelan-American community, but also included 

investors in Venezuela, Spain, Argentina, and Portugal.   

17. Malave and Guerra solicited prospective investors through phone, email, text 

messages, the use of a website, and through in-person meetings. 

18. Malave represented to investors that he was a financial adviser, President and owner 

of Toller Stern, and a co-owner of an affiliate, Toller Stern Financial International.  Malave told 

investors that Toller Stern used its “working capital” to invest in equities, crypto assets, real estate, 

and other investments through the Trading Platform.  Malave recommended the Notes and 

emphasized the monthly interest payments investors would receive.  Malave assured investors they 

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6 
 

would not lose money and promised that investments were secured by Toller Stern’s $12 million 

in assets.     

19. Malave provided at least some investors with a Toller Stern business plan or a 

marketing brochure (the “Toller Stern Brochure”), which portrayed Toller Stern as an international 

conglomerate of companies with 10 subsidiaries and commercial allies around the world.  The 

Toller Stern Brochure also represented Toller Stern as having “high profile professionals with vast 

experience to help the clients organize and reach [the] personal wants and needs of [the] clients[,]” 

and claimed “to comprehensively tailor-fit portfolios to [its] clients.”  Malave also directed 

prospective investors to the Toller Stern website which described Toller Stern’s services and 

investment opportunities.  Malave represented in the Toller Stern Brochure and on Toller Stern’s 

website that Toller Stern provided tailored investment adviser services to individuals interested in 

investing in mutual funds, stocks, bonds, treasury notes, and other investments.   

20. Malave also assisted Guerra in raising money for Toller Asset by participating in 

sales pitches to prospective Toller Asset investors.  In those meetings with prospective investors, 

Malave and Guerra explained they had an asset management fund, Toller Asset, that invested in, 

among others, crypto-assets, foreign exchange transactions, equities, and a Greek hotel.  Malave 

and Guerra claimed they had approximately $20 million in assets under management with monthly 

returns ranging from 4 to 10 percent.  Malave explained he was the financial expert for the fund 

and Guerra ran the day-to-day operations of getting money from investors and into the fund.   

21. At least 12 of the Notes issued by Toller Stern, Toller Asset, and JDVP Financial 

promised investors that they were secured by tangible and intangible assets and equity belonging 

to the respective companies.  When Toller Stern, JDVP Financial, and Toller Asset issued these 

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Notes, which were signed by Malave or Guerra, the companies did not own any assets or valuable 

equity, which made the purported security interests illusory.   

22. The written terms of most of the Notes say that Toller Stern and Toller Asset would 

use investor funds solely for the purpose of day-to-day operations or working capital.  In reality, 

the companies used investor funds for purposes other than those stated, including paying other 

investors without the companies generating any profits, paying finders, paying the Individual 

Defendants’ personal expenses, and transferring money to others.   

23. Of the approximately $2.2 million raised by Malave and Toller Stern, bank records 

show Toller Stern used: (i) approximately $1.5 million to pay investors; and (ii) approximately 

another $319,000 to pay relatives (some of whom were investors).  Malave also misappropriated 

at least $365,700 of investor funds for personal use.   

24. Of the approximately $2.8 million raised by Toller Asset, bank records show Toller 

Asset used: (i) approximately $560,000 to pay investors; (ii) $193,200 to a company owned by 

Malave and his wife; (iii) approximately $316,000 to pay Toller Stern; and (iv) approximately 

$625,000 to pay other entities and individuals.  Guerra also misappropriated at least $109,500 of 

investor funds for personal use. 

25. Defendants pooled investor funds together in Toller Stern’s and Toller Asset’s bank 

accounts.  Investors completely depended on Defendants to make successful investments to 

generate investment returns, to pay the specified interest, and to return the investors’ principal.  

Defendants exercised exclusive control over investors’ funds, including making all investment 

decisions purportedly generating investor returns. 

26. Defendants engaged in general solicitation activities when offering and selling the 

Notes to investors and prospective investors.  Defendants did not verify whether prospective 

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investors, including those described below, qualified as accredited investors, nor did they provide 

investors with any financial information about JDVP Financial, Toller Stern, or Toller Asset. 

27. The Notes issued by JDVP Financial, Toller Stern, and Toller Asset are securities 

within the meaning of the Securities Act, the Exchange Act, and the Advisers Act.  The Notes are 

investment contracts because: (i) they were sold to investors for money; (ii) Defendants offered 

the Notes through a common enterprise; (iii) the investors expected to profit from the Notes; and 

(iv) all investor profits were to be generated by Defendants’ efforts.  No registration statement was 

filed with the Commission pursuant to the Securities Act relating to the investments Defendants 

offered and sold, and no exemption from registration existed with respect to the Notes issued by 

JDVP Financial, Toller Stern, or Toller Asset.  

B. Defendants’ Materially False and Misleading Statements 

 

28. Defendants made materially false and misleading statements to investors about, 

among other things: (i) the profitability of investments in the Notes; (ii) misrepresenting that the 

Notes were secured by assets; (iii) misrepresenting the value of assets under management and the 

operations of the companies issuing the Notes; and (iv) misrepresenting how investor funds would 

be used.  The following are a representative sample of the materially false and misleading 

statements made by Defendants to investors. 

(1) Materially False and Misleading Statements About JDVP Financial  

 

31. From at least as early as April 15, 2019, until at least July 30, 2019, Malave, on 

behalf of JDVP Financial, offered and sold promissory notes signed by Malave and issued by 

JDVP Financial (the “JDVP Financial Notes”) to Investor AB and others.   

32. JDVP Financial, through Malave, guaranteed the profitability of investments in the 

JDVP Financial Notes and represented to Investor AB that the notes were secured by assets 

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belonging to JDVP Financial and its subsidiaries (the “JDVP Collateral”).  Investor AB’s JDVP 

Financial Notes specifically promised that the JDVP Collateral secured the investments.   

33. JDVP Financial’s and Malave’s representations about the JDVP Collateral given to 

Investor AB were materially false and misleading.  Neither JDVP Financial nor Malave told 

Investor AB that JDVP Financial did not own assets and that the security interests were illusory 

because there was no secured property.   

34. Based on Malave’s assurances about the safety and security of the JDVP Financial 

Note and its profitability, Investor AB contributed a total of $70,000 in exchange for four JDVP 

Financial Notes.  Specifically, on or about April 15, 2019, Investor AB paid $30,000 in exchange 

for JDVP Financial Note number 6513.  On or about June 15, 2019, Investor AB paid $10,000 in 

exchange for JDVP Financial Note number 6551.  On or about June 25, 2019, Investor AB paid 

$15,000 in exchange JDVP Financial Note number 6559.  And, on or about July 30, 2019, Investor 

AB paid $15,000 in exchange JDVP Financial Note number 6563.  Investor AB made these 

payments per Malave’s instructions. 

35. JDVP Financial Note numbers 6513, 6551, 6559, and 6563 each promised to pay 

36 percent annualized interest and to return principal at the end of the term of each respective Note.   

36. In 2020, Malave told Investor AB that JDVP Financial merged with Toller Stern 

and that JDVP Financial’s debt, including Investor AB’s Notes, rolled into Toller Stern debt. 

37. Investor AB received the promised interest payments pursuant to each of the JDVP 

Financial Notes until February of 2022, when the interest payments unexpectedly stopped.  Since 

then, neither Toller Stern, which had assumed JDVP Financial’s obligations, nor Malave have 

returned Investor AB’s capital or paid any additional interest due pursuant to these Notes. 

 

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(2) Materially False and Misleading Statements About Toller Stern  

 

a. Investor AB 

 

38. On or about April 15, 2020, Investor AB received Toller Stern Note FX. 004 in 

exchange for providing Toller Stern with $30,000.  Malave, on behalf of Toller Stern, offered and 

sold to Investor AB Toller Stern Note FX. 004, which he signed and issued.  To entice Investor 

AB to make the investment, Toller Stern and Malave promised to pay annualized interest of 54 

percent and to return the $30,000 principal at the end of the term of Toller Stern Note FX. 004.   

39. When pitching Investor AB, Malave represented that Toller Stern made 

approximately 12 percent per month from the capital it invested and guaranteed Investor AB would 

make money.  Malave also provided a copy of the Toller Stern Brochure to Investor AB. 

40. The Toller Stern Brochure given to Investor AB represented Toller Stern Financial 

Group as a multinational corporation with “more than 10 subsidiaries and commercial allies, [with] 

hubs in Vienna, Dublin, Bogota, Miami, Mumbai, and Mexico DF” providing comprehensive 

financial planning and suitable wealth management services.  In reality, Toller Stern did not have 

ten subsidiaries and did not operate in all of those locations.  The Toller Stern Brochure also falsely 

represented that Toller Stern had more than $12 million in assets under management.  It also 

represented that Toller Stern had an international real estate portfolio, including a premium 6-star 

hotel in Skroponeria, Greece, when, in fact, Toller Stern had no international real estate portfolio. 

41. The promise of 54 percent annualized returns was not the only enticement 

Defendants Malave and Toller Stern made to Investor AB.  Toller Stern Note FX. 004 specifically 

provided that it was secured by the tangible and intangible assets, money market instruments, and 

equity of Toller Stern.  These representations were false and misleading when made because Toller 

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Stern and its purported subsidiaries did not own any assets, money market instruments, or valuable 

equity.  The foregoing misrepresentations and omissions were material. 

42. Investor AB invested with Malave and Toller Stern based on their guarantee that 

Investor AB would not lose money, the high interest rate and return of principal, and based on the 

representation that investments were safe and secure given the extent of Toller Stern’s operations, 

including purportedly having $12 million in assets under management and an international real 

estate portfolio that included a hotel in Greece.   

43. Toller Stern has failed to make any interest payments due under Toller Stern Note 

FX. 004 and also has failed to return Investor AB’s $30,000 in principal.     

b. Investor DO 

 

44. Investor DO met Malave in 2020 and thereafter made three investments with 

Malave and Toller Stern totaling $180,000 in exchange for receiving certain Notes signed by 

Malave and issued by Toller Stern.  Malave represented that Toller Stern managed funds for 

retirement and that it diversified its investments by investing in different areas, including foreign 

currency exchange, stock, and commodities markets.  Malave and Toller Stern each represented 

Toller Stern’s business was structured in three areas: international real estate, venture capital 

projects, and trading through the proprietary high-performance Trading Platform.  Malave 

provided Investor DO with the Toller Stern Brochure, which made the same misrepresentations 

described in Paragraph 40 above, and also directed Investor DO to the Toller Stern website.     

45. Toller Stern, through Malave, touted to Investor DO its automated Trading 

Platform, consisting of “14 Artificial Intelligence Modules developed with Machine Learning 

features that continuously track the market.”  Malave and Toller Stern represented the Trading 

Platform used more than “250 optimized strategies, prove[n] over the last 20 years of historical 

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data and monitored, maintained and updated by more [than] 18 financial software engineers 

daily[.]”  When describing this Trading Platform, Malave failed to tell Investor DO that Malave 

and Toller Stern had never received any money back from the Trading Platform. 

46. On or about September 17, 2020, Investor DO invested $45,000 with Toller Stern 

in exchange for Toller Stern Note number 1039, which was provided to Investor DO online via 

DocuSign.  Malave signed Toller Stern Note 1039 on behalf of Toller Stern. 

47. To entice Investor DO to make the investment, Toller Stern and Malave promised 

to pay 42-percent annualized interest, and to return the $45,000 principal at the end of the six-

month term of Note 1039.   

48. In addition to the promise of high returns, Note 1039 also claimed to be secured by 

the tangible and intangible assets, money market instruments, and equity of Toller Stern.  Those 

representations were false, misleading, and illusory when made because Toller Stern did not own 

any such assets, instruments, or equity.  These misrepresentations and omissions were material. 

49. Investor DO invested with Malave and Toller Stern based on their guarantee that 

Investor DO would not lose money, the high interest rate and return of principal, and based on the 

representation that investments were safe and secured by $12 million in assets.   

50. On or about March 30, 2021, Investor DO made a second $45,000 investment with 

Malave and Toller Stern in exchange for receiving Toller Stern Note number 1051, also provided 

online by DocuSign, and in September 2021 renewed the note for an additional six months.  

Malave signed Toller Stern Note number 1051 and the renewal Note on behalf of Toller Stern. 

51. On or about April 12, 2021, and following the expiration of Toller Stern Note 

number 1039, Investor DO spoke with Malave and agreed to roll the principal for Toller Stern 

Note number 1039 into another promissory note issued by Toller Stern.  Toller Stern then issued 

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Toller Stern Note number 1065, provided to Investor DO online with DocuSign, promising to pay 

60 percent per year in interest for a term of 6 months.  Malave signed Toller Stern Note number 

1065 on behalf of Toller Stern.  Investor DO renewed Toller Stern Note number 1065 for additional 

6-month terms on or about September 18, 2021, and then again on April 7, 2022. 

52. On or about April 19, 2022, Investor DO made a third investment with Defendants 

Malave and Toller Stern, contributing $90,000 in exchange for Toller Stern Note number 1083, 

which promised to pay 60 percent per year for a term of 6 months.  Malave signed Toller Stern 

Note number 1083 on behalf of Toller Stern and provided it to Investor DO online via DocuSign.   

53. Toller Stern Note numbers 1051, 1065, 1083, and their respective renewal Notes 

each disclosed that Toller Stern would use the investment funds “for the sole purpose [of Toller 

Stern’s] day to day operations and any of its partner or affiliate firms.  The principal balance shall 

not be used for payment to members or any other expense that are not related to [Toller Stern’s] 

day to day operations and any of its partner or affiliate firms.”  These representations were material.  

The representations were also false because, among other things, Defendants Malave and Toller 

Stern used investor funds for purposes other than the day-to-day operations of Toller Stern, 

including commingling investor funds, paying Malave personally, paying for Malave’s personal 

expenses, paying other investors, and transferring money to other entities and individuals. 

54. Since May 15, 2022, Toller Stern has not made any interest payments relating to 

Investor DO’s Notes and has not returned Investor DO’s $180,000 in total principal. 

c. Investor AHS 

 

55. In 2021, Investor AHS made two investments with Malave and Toller Stern totaling 

$100,000.  Specifically, on or about June 30, 2021, Investor AHS invested $50,000 and received 

Toller Stern Note number 1060, which Malave signed and which promised to pay interest monthly 

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at a 48 percent annualized rate.  After the six-month term ended in January 2022, Investor AHS 

renewed Note number 1060 for an additional 6 months, and Malave signed the renewal Note.    

56. Investor AHS made a second $50,000 investment on or about December 30, 2021, 

and received Toller Stern Note number 1077, signed by Malave, promising to pay 54 percent 

annualized interest.  Malave and Toller Stern provided all of Investor AHS’s Notes, and Investor 

AHS signed those Notes, online via DocuSign. 

57. Before investing, Investor AHS received a brochure stating that Toller Stern “offers 

the highest level of financial planning services” and provides “investment advisor services by 

creating tailored investment strategies and planning for the clients to help them manage their 

assets[.]”  The brochure claimed that Toller Stern: (i) always placed clients first; and (ii) had more 

than $12 million in assets under management.   

58. These representations also were false. First, Toller Stern did not place its clients 

first given that Toller Stern and Malave commingled investor funds, paid themselves with investor 

funds, and paid investors’ interest using other investor funds.  Second, Toller Stern never had 

anywhere near $12 million in assets under management. 

59. Toller Stern Note number 1060 (and its renewal) and Note number 1077 each 

disclosed that investment funds: “are to be used for the sole purpose [of Toller Stern’s] day to day 

operations and any of its partner or affiliate firms.  The principal balance shall not be used for 

payment to members or any other expense that are not related to [Toller Stern’s] day to day 

operations and any of its partner or affiliate firms.”   

60. These material representations concerning the use of investor funds were false 

because, among other things, Defendants Malave and Toller Stern commingled investor funds, and 

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used them: (i) to pay Malave personally; (ii) to pay Malave’s personal expenses; (iii) to pay other 

investors; and (iv) to pay other entities and individuals.  

61. Before Investor AHS’s investments, Defendants Malave and Toller Stern touted 

their Trading Platform but failed to disclose to Investor AHS that Toller Stern had never received 

any money back from the Trading Platform. 

62. Investor AHS received 11 interest payments pursuant to Note number 1060, but 

never received the last interest payment or the return of the $50,000 in principal.   

63. Investor AHS received only 1 interest payment pursuant to Note number 1077, and 

never received the return of the $50,000 in principal. 

64. Toller Stern stopped making interest payments to Investor AHS in June 2022. 

(3) Materially False and Misleading Statements About Toller Asset  

 

65. Investor AC met Defendants Malave and Guerra in early 2021 at the Toller Stern 

Brickell Avenue office in Miami, Florida.   

66. Malave and Guerra told Investor AC that they had an asset management fund called 

Toller Asset that invested in crypto assets, foreign exchange transactions, equities, and a Greek 

hotel.  Malave and Guerra also explained that Malave was the “financial expert” for the fund and 

Guerra ran the day-to-day operations by working with potential investors to raise capital.   

67. Malave and Guerra represented they had approximately $20 million in assets under 

management generating monthly returns ranging from 4 to 10 percent and that Malave and Guerra 

would be paid by taking 60-70 percent of the profits generated by the fund.  Malave and Guerra 

each guaranteed that Investor AC would not lose money if Investor AC invested.  Malave and 

Guerra specifically offered Investor AC the opportunity to invest in safe and secure promissory 

notes paying guaranteed interest.  However, Investor AC did not make an investment at that time. 

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68. Later, Guerra provided Investor AC with a copy of a Toller Stern marketing 

brochure, which touted the benefits of investing with Toller Stern, including professional guidance, 

long-term investments, profitable market execution, in-house development and monitoring of the 

Trading Platform, and no hidden fees.  The brochure also referenced a Toller Stern website at 

www.tollersternfinancial.com, which Investor AC accessed and reviewed.   

69. Based on Malave’s and Guerra’s respective representations, Investor AC decided 

to invest with Toller Asset, Malave, and Guerra through an entity.  Specifically, on or about 

October 25, 2021, Investor AC wired $100,000 to Toller Asset’s bank account.  In exchange, 

Investor AC received Toller Asset Note number 1147, signed by Guerra, which promised to pay 

48 percent annualized interest, on a quarterly basis, beginning March 15, 2022.  

70. After the first investment, Investor AC met with Malave and Guerra at the Toller 

Stern office to discuss a second investment.  Around December 27, 2021, Investor AC made a 

$25,000 investment and, as instructed by Malave and Guerra, wired the funds to Toller Stern’s 

bank account.  In exchange, Investor AC received Toller Asset Note number 1158, signed by 

Guerra, promising to pay 48 percent annualized interest on a quarterly basis beginning on May 30, 

2022.  This Note and Note number 1147 were both provided to Investor AC online via DocuSign. 

71. Toller Asset Note numbers 1147 and 1158 represented that Investor AC’s funds 

would “be used for the sole purpose of day-to-day operations and working capital of [Toller Asset] 

and any of its partner or affiliate firms” and that the funds “shall not be used” for any other purpose.  

72. Guerra knew these representations to be false because Toller Asset had been paying 

investor interest with funds received from other investors rather than trading profits from the 

Trading Platform or other revenue generated by Toller Asset.   

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73. Toller Asset Note numbers 1147 and 1158 also unconditionally guaranteed all of 

Toller Asset’s obligations and represented that they were secured by all of Toller Asset’s tangible 

and intangible assets.  Guerra knew these material representations were false when made because 

Guerra knew that Toller Asset did not own any assets.   

74. In March 2022, Toller Asset stopped making interest payments pursuant to the 

Toller Asset Notes it issued, including on Toller Asset Note numbers 1147 and 1158.  Investor AC 

met with Malave and Guerra at the Toller Stern office in April 2022 to find out why payments 

stopped.  Malave told Investor AC the lack of interest payments was “no big deal” and that they 

had the money to pay investors, including Investor AC.   

75. That story then changed over time.  During the first week of April, Malave and 

Guerra said the nonpayment was a banking issue.  Malave and Guerra next claimed their accounts 

were frozen during the second and third weeks of April 2022, but neither Malave nor Guerra could 

explain why the accounts were frozen.  Soon thereafter, Malave stopped responding to all inquiries, 

no one could be found at the Toller Stern office, and the Toller Stern website was disabled. 

V. CLAIMS FOR RELIEF 

COUNT I 

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

76. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

77. No registration statement was filed or in effect with the Commission pursuant to 

the Securities Act with respect to the securities issued by Defendants as described in this 

Complaint, and no exemption from registration existed with respect to these securities. 

78. From approximately August 2019 until at least July 2022, Malave and Toller Stern, 

directly and indirectly: 

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a. made use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to sell 

securities, through the use or medium of a prospectus or otherwise; 

 

b. carried or caused to be carried securities through the mails or in 

interstate commerce, by any means or instruments of transportation, 

for the purpose of sale or delivery after sale; or 

 

c. made use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell 

or offer to buy through the use or medium of any prospectus or 

otherwise any security,  

 

without a registration statement having been filed or being in effect with the Commission as to 

such securities. 

79. From approximately February 2021 until at least March 2022, Guerra, directly and 

indirectly: 

a. made use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to sell 

securities, through the use or medium of a prospectus or otherwise; 

 

b. carried or caused to be carried securities through the mails or in 

interstate commerce, by any means or instruments of transportation, 

for the purpose of sale or delivery after sale; or 

 

c. made use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell 

or offer to buy through the use or medium of any prospectus or 

otherwise any security,  

 

without a registration statement having been filed or being in effect with the Commission as to 

such securities. 

80. By reason of the foregoing, Defendants, directly or indirectly, violated and, unless 

enjoined, are reasonably likely to continue to violate Sections 5(a) and 5(c) of the Securities Act 

[15 U.S.C. §§ 77e(a) and 77e(c)]. 

 

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COUNT II 

Violations of Section 17(a)(1) of the Securities Act Against All Defendants 

81. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

82. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, in the offer or sale of securities by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, knowingly or 

recklessly employed devices, schemes or artifices to defraud. 

83. From approximately February 2021 until at least March 2022, Guerra, in the offer 

or sale of securities by use of the means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly, knowingly or recklessly 

employed devices, schemes or artifices to defraud. 

84. By reason of the foregoing, the Defendants, directly or indirectly, have violated and 

unless enjoined, are reasonably likely to continue to violate, Section 17(a)(1) of the Securities Act 

[15 U.S.C. § 77q(a)(1)]. 

COUNT III 

Violations of Section 17(a)(2) of the Securities Act Against All Defendants 

85. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

86. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, in the offer or sale of securities by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, negligently 

obtained money or property by means of untrue statements of material facts or omissions to state 

material facts necessary to make the statements made, in light of the circumstances under which 

they were made, not misleading. 

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87. From approximately February 2021 until at least March 2022, Guerra, in the offer 

or sale of securities by use of the means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly, negligently obtained money or 

property by means of untrue statements of material facts or omissions to state material facts 

necessary to make the statements made, in light of the circumstances under which they were made, 

not misleading. 

88. By reason of the foregoing, the Defendants, directly and indirectly, have violated 

and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities 

Act [15 U.S.C. § 77q(a)(2)]. 

COUNT IV 

Violations of Section 17(a)(3) of the Securities Act Against All Defendants 

89. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

90. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, in the offer or sale of securities by use of the means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, negligently 

engaged in transactions, practices, and courses of business which have operated as a fraud or deceit 

upon the purchasers. 

91. From approximately February 2021 until at least March 2022, Guerra, in the offer 

or sale of securities by use of the means or instruments of transportation or communication in 

interstate commerce or by use of the mails, directly or indirectly, negligently engaged in 

transactions, practices, and courses of business which have operated as a fraud or deceit upon the 

purchasers. 

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92. By reason of the foregoing, the Defendants, directly and indirectly, have violated 

and unless enjoined, are reasonably likely to continue to violate, Section 17(a)(3) of the Securities 

Act [15 U.S.C. § 77q(a)(3)]. 

COUNT V 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) Against All Defendants 

93. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

94. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce, 

or of the mails, knowingly or recklessly employed devices, schemes or artifices to defraud in 

connection with the purchase or sale of securities. 

95. From approximately February 2021 until at least March 2022, Guerra, directly or 

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, 

knowingly or recklessly employed devices, schemes or artifices to defraud in connection with the 

purchase or sale of securities. 

96. By reason of the foregoing, the Defendants, directly and indirectly, have violated 

and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange 

Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)] thereunder. 

COUNT VI 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) Against All Defendants 

97. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

98. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce, 

or of the mails, in connection with the purchase or sale of securities, knowingly or recklessly made 

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untrue statements of material facts or omitted to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading. 

99. From approximately February 2021 until at least March 2022, Guerra, directly or 

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in 

connection with the purchase or sale of securities, knowingly or recklessly made untrue statements 

of material facts or omitted to state material facts necessary in order to make the statements made, 

in light of the circumstances under which they were made, not misleading. 

100. By reason of the foregoing, the Defendants, directly and indirectly, violated and 

unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act 

[15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

COUNT VII 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(c) Against All Defendants 

101. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

102. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, directly or indirectly, by use of the means and instrumentalities of interstate commerce, 

or of the mails, in connection with the purchase or sale of securities, knowingly or recklessly 

engaged in acts, practices, and courses of business which have operated as a fraud upon the 

purchasers of such securities. 

103. From approximately February 2021 until at least March 2022, Guerra, directly or 

indirectly, by use of the means and instrumentalities of interstate commerce, or of the mails, in 

connection with the purchase or sale of securities, knowingly or recklessly engaged in acts, 

practices, and courses of business which have operated as a fraud upon the purchasers of such 

securities. 

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104. By reason of the foregoing, the Defendants, directly and indirectly, violated and, 

unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act 

[15 U.S.C. § 78j(b)] and Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)] thereunder. 

COUNT VIII 

Violations of Section 206(1) of the Advisers Act Against Toller Stern and Malave 

105. The Commission repeats and realleges Paragraphs 1 through 75 of this Complaint. 

106. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, for compensation, engaged in the business of directly advising others as to the value of 

securities or as to the advisability of investing in, purchasing, or selling securities.  Toller Stern 

and Malave were therefore “investment advisers” within the meaning of Section 202(a)(11) of the 

Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

107. Toller Stern and Malave, by the use of the mails or any means or instrumentality of 

interstate commerce, directly or indirectly, knowingly or recklessly employed a device, scheme, 

or artifice to defraud one or more clients or prospective clients. 

108. By reason of the foregoing, Toller Stern and Malave violated and, unless enjoined, 

are reasonably likely to continue to violate Section 206(1) of the Advisers Act [15 U.S.C. § 80b-

6(1)]. 

COUNT IX 

Violations of Section 206(2) of the Advisers Act Against Toller Stern and Malave 

109. The Commission repeats and realleges Paragraphs 1 through 75 and 106 of this 

Complaint. 

110. From approximately April 2019 until approximately July 2022, Toller Stern and 

Malave, by the use of the mails or any means or instrumentality of interstate commerce, directly 

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or indirectly, negligently engaged in transactions, practices, or courses of business which operated 

as a fraud or deceit upon one or more clients or prospective clients. 

111. By reason of the foregoing, Toller Stern and Malave each violated and, unless 

enjoined, are reasonably likely to continue to violate Section 206(2) of the Advisers Act [15 U.S.C. 

§ 80b-6(2)]. 

VI. RELIEF REQUESTED 

The Commission respectfully requests the Court find that the Defendants committed the 

foregoing violations, and: 

A. Permanent Injunction 

Issue a permanent injunction enjoining the Individual Defendants and Toller Stern and its 

officers, agents, servants, employees, attorneys, and all persons in active concert or participation 

with them and each of them, from violating Sections 5(a), 5(c), and 17(a) of the Securities Act [15 

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

Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; and further enjoining Toller Stern and Malave 

from violating Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. § 80b-6(1) and (2)]. 

B. Disgorgement and Prejudgment Interest 

Issue an order directing Defendants to disgorge all ill-gotten gains or proceeds received, 

with prejudgment interest thereon, resulting from the acts and/or courses of conduct complained 

in this Complaint. 

C. Civil Monetary Penalties 

Issue an order directing Defendants to pay civil money penalties pursuant to Section 20(d) 

of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)], 

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and, for Malave and Toller Stern, pursuant to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-

9(e)]. 

D. Officer and Director Bar Against Defendants Malave and Guerra 

Issue an order 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)], permanently prohibiting Malave 

and Guerra from acting as an officer or director of any issuer whose securities are registered with 

the Commission pursuant to Section 12 of the Exchange Act or which is required to file reports 

with the Commission pursuant to Section 15(d) of the Exchange Act. 

E. Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

F. Retention of Jurisdiction 

Further, the Commission requests the Court retain jurisdiction over this action and over 

Defendants in order to implement and carry out the terms of all orders that may hereby be entered, 

or to entertain any suitable application or motion by the Commission for additional relief within 

the jurisdiction of this Court. 

VII. DEMAND FOR JURY TRIAL 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

 

 

 

 

 

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Dated: September 3, 2024          Respectfully submitted, 

             s/ Brian Lechich  

      Brian Lechich, Esq. 

      Trial Counsel 

      Florida Bar No.  84419 

      Direct Dial: (305) 416-6257 

      Email:  [email protected] 

 

      John T. Houchin, Esq. 

      Senior Counsel 

      Florida Bar No. 118966 

      Direct Dial: (305) 416-6292 

      Email:  [email protected] 

     

      ATTORNEYS FOR PLAINTIFF 

SECURITIES AND EXCHANGE 

COMMISSION 

      801 Brickell Avenue, Suite 1950 

      Miami, FL 33131 

      Telephone: (305) 982-6300 

      Facsimile: (305) 536-4154 

 

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