SEC v. TAINO ADRIAN LOPEZ; ALEXANDER FARHANG MEHR; and MAYA ROSE BURKENROAD, No. 1:25-cv-24356, Southern District of Florida (Sept. 25, 2025) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.
SECURITIES AND EXCHANGE COMMISSION,
P
laintiff,
Vs.
TAINO ADRIAN LOPEZ,
ALEXANDER FARHANG MEHR,
MAYA ROSE BURKENROAD,
D
efendants,

________________________________________________/
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
AND DEMAND FOR JURY TRIAL
Plaintiff Securities and Exchange Commission (“Commission”) alleges:
I.INTRODUCTION
1.F
rom  approximately  April  2020  through  November  2022  (the
“Relevant Period”), Defendants Taino Lopez and Alexander Mehr, co-founders
of Retail Ecommerce Ventures LLC (“REV”), and REV’s Chief Operating Officer
(“COO”), Maya Burkenroad, raised approximately $112 million combined from
hundreds of investors through fraudulent offerings from retail investors across
the United States through the fraudulent offer and sale of securities issued by
eight REV portfolio companies managed by REV and which Defendants formed
and controlled.

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2. REV’s    primary    business    was    purchasing    distressed    retail
companies with name brand recognition and converting them into e-commerce
only businesses.  The securities offerings at issue involved offerings by REV and
eight REV  portfolio  companies:   Brahms  LLC  (“Brahms”),  Dress  Barn  Online,
Inc.  (“Dress  Barn”),  Franklin  Mint  Online,  LLC  (“Franklin  Mint”),  Linens  ‘N
Things Online, Inc. (“Lines ‘N Things”), Modell’s Sporting Goods Online, Inc.
(“Modell’s”), Pier  1  Imports  Online,  Inc.  (“Pier  1”),  RadioShack  Online,  LLC
(“RadioShack”) and Stein Mart Online, Inc. (“Stein Mart”) (collectively referred
to  as  the  “REV  Retailer  Brands”).   REV  served  as  the  holding  company  and
manager of the REV Retailer Brands.
3. During the Relevant Period, Defendants sold securities in the form
of unsecured notes promising up to 25% annualized returns as  well  as  equity
(membership  units)  with  a  monthly  preferential  dividend  as  high  as  2.083%.
The  purported  purpose  of  the  offerings  was  to  raise  capital  to  acquire  the
predecessor  to  each  particular  REV  Retailer  Brand  and  to  raise  additional
operating capital for said REV Retailer Brand.
4. In connection with these offerings, Lopez and Mehr made material
misrepresentations  and  omitted  to  state  material  facts  necessary  to  make
statements made, in light of the circumstances they were made, not misleading,
about  the  success  and  profitability  of  REV’s  business  model  and  the  REV

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Retailer  Brands.    In  at  least  one  promotional  video  publicly  available  on  the
internet,  Lopez  touted  REV’s  approach  as  “one  of  the  best  strategies  you  can
invest  in.”    Defendants  further  assured  investors  that  while  other  businesses
may be struggling, their portfolio companies were “on fire” and that “cash flow
is strong.”
5. Defendants  also  assured  investors,  both  orally  and  in  written
offering materials, that funds raised for a specific portfolio company would be
used for that specific company, and that REV and the REV Retailer Brands have
never failed to pay a single investor.  Contrary to these representations, while
some of the REV Retailer Brands generated revenue, none generated any profits.
Consequently, in order to pay interest, dividends and maturing note payments,
Defendants  resorted  to  using  a  combination  of  loans  from  outside  lenders,
merchant  cash  advances,  money  raised  from  new  and  existing  investors,  and
transfers  from  other  portfolio  companies  to  cover  obligations.  At  least $5.9
million  of  the  returns  distributed  to  investors  were,  in  reality,  Ponzi-like
payments funded by other investors.
6. In   addition,   Defendants   misappropriated   approximately   $16.1
million  in  investor  funds,  which  was  diverted  for  Defendants  Lopez’s  and
Mehr’s personal use.

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7. Through their conduct alleged in this Complaint, Defendants have
violated Sections  17(a)(1)  and  17(3) of  the  Securities  Act  of  1933  (“Securities
Act”) [15 U.S.C. § 77q(a)(1) and (3)], Section 10(b) of the Securities Exchange Act
of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5(a) and (c) [17 C.F.R.
§  240.10b-5(a)  and  (c)]; Defendants  Lopez  and  Mehr  violated,  and  Defendant
Burkenroad aided and abetted Lopez and Mehr’s violations, of Section 17(a)(2)
of  the  Securities  Act  [15  U.S.C.  §  77q(a)(2)]  and  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)].
8. Unless enjoined, Defendants  are  reasonably  likely  to  engage  in
future  violations  of  the  federal  securities  laws.    Among  other  relief,  the  SEC
seeks against Defendants permanent injunctions, officer and director bars, civil
monetary penalties and, as against Defendants Lopez and Mehr, disgorgement
with prejudgment interest.
II. DEFENDANTS AND RELEVANT ENTITIES
A. Defendants
9. Lopez, 49, resides in Rio Grande, Puerto Rico.  Lopez was the co-
founder, co-owner, and Chief Executive Officer of REV from November 2019 to
March 2024.  Lopez also owned, directly or indirectly, minority interests in each
of the REV Retailer Brands that issued unsecured notes or equity to investors.

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10. Mehr, 46,  resides    in  San  Juan,  Puerto  Rico.    Mehr  was  the  co-
founder, co-owner, and President of REV from July 2020 to April 2023.  Mehr
also owned, directly or indirectly, minority interests in each of the REV Retailer
Brands that issued unsecured notes and/or equity to investors.
11. Burkenroad, 38, resides   in Swoope, Virginia and is Lopez’s cousin.
From 2020 to March 2024, Burkenroad served as President, and later COO, of
REV.  From 2020 to 2022, Burkenroad acted in a management role for two of the
REV Retailer Brands, Dress Barn and Pier 1 Imports.
B. REV and the REV Retailer Brands
12. REV is  an  insolvent  Delaware  limited  liability  company  with  its
princi  pal  place  of  business  in  Miami  Beach,  Florida.    Defendants Lopez  and
Mehr are the majority owners of REV, which served as the manager of the REV
Retailer  Brands.    REV  raised  approximately  $112 million  from  investors  by
issuing unsecured notes and equity in REV.  On December 29, 2023, the assets
of REV and the REV Retailer Brands were foreclosed on by a group of secured
REV noteholders and the assets were reassigned to a new, unrelated company,
Omni Retail Enterprises, LLC.
13. Brahms is an insolvent Puerto Rico limited liability company with its
principal  place  of  business  in  Miami  Beach,  Florida.    Brahms  is  a  software
company whose applications are designed to operate as ecommerce platforms to

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assist ecommerce retailers in managing and operating their businesses.  Brahms
was majority owned and managed by REV.  The Defendants raised approximately
$12.9 million for Brahms from investors.
14. Dress  Barn  is  an  insolvent  Delaware  company  with  its  principal
place  of  business  in  Miami  Beach,  Florida.    Dress  Barn  is  an  online  women’s
clothing and accessories retailer and was majority owned and managed by REV.
The Defendants raised approximately $11.4 million for Dress Barn from investors.
15. Franklin  Mint  is  an  insolvent  Delaware  limited  liability  company
with  its  principal  place  of  business  in  Miami  Beach,  Florida.    Franklin  Mint  is  a
retailer  of  commemorative  and  collectable  items  and was  majority  owned  and
managed by REV.  The Defendants raised approximately $5.9 million for Franklin
Mint from investors.
16. Linen   ‘N   Things   is   an   insolvent   Delaware   company   with   its
principal place of business in Miami Beach, Florida.  Linens ‘N Things is a retailer
of textiles, housewares, and decorative accessories and was majority owned and
managed by REV.  The Defendants raised approximately $1.2 million for Linen
‘N Things from investors.
17. Modell’s is an insolvent Delaware company with its principal place
of business in Miami Beach, Florida.  Modell’s is a sporting goods retailer and was

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majority owned and managed by REV.  The Defendants raised approximately $8.7
million for Modell’s from investors.
18. Pier 1 is an insolvent Delaware company with its principal place of
business  in  Miami  Beach,  Florida.    Pier  1  is  an  online  retailer  and  former  Fort
Worth,  Texas-based  retail  chain  specializing  in  imported  home  furnishings
including  furniture,  table-top  items,  decorative  accessories,  and  seasonal  decor.
Pier  1  was  majority  owned  and  managed  by  REV.    The  Defendants  raised
approximately  $36.7  million  for  Pier  1  from  investors.    Pier  1  Imports,  Inc.,  the
predecessor company to Pier 1 Imports Online, Inc., was listed on the New York
Stock Exchange (“NYSE”) until the Defendants acquired it.
19. RadioShack is an insolvent Delaware limited liability company with
its  principal  place  of  business  in  Miami  Beach,  Florida.    RadioShack  is  an
electronics  retailer  and was majority  owned  and  managed  by  REV.    The
Defendants  raised  approximately  $21.1  million  for  RadioShack  from  investors.
RadioShack Corporation, the predecessor company to RadioShack Online, LLC,
was listed on the NYSE until the Defendants acquired it.
20. Stein  Mart  is  an  insolvent  Delaware  company  with  its  principal
place  of  business  in  Miami  Beach,  Florida.    Stein  Mart  is  a  discount  retailer  of
clothing, shoes, housewares, décor, and accessories and was majority owned and

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managed by REV.  The Defendants raised approximately $14.2 million for Stein
Mart from investors.
III.     JURISDICTION AND VENUE
21. 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)];  and  Sections  21(d),  21(e),  and  27  of  the  Exchange  Act  [15  U.S.C.  §§
78u(d), 78u(e), and 78aa].
22. The Court  has  personal  jurisdiction  over  the  Defendants,  and
venue  is  proper  in  the  Southern  District  of  Florida, because  many  of  the
Defendants’ acts  and  transactions  constituting  violations  of  the Securities  Act
and the Exchange Act occurred in the Southern District of Florida.  In addition,
the principal place of business of REV and the REV Retailer Brands, which were
operated by the Defendants, was in the Southern District of Florida.
23. In  connection  with  the  conduct  alleged  in  this  Complaint,  the
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 and communication in interstate commerce, and
the mails.

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IV.     FACTS
A.       Defendants’ Securities Offerings
24.   REV’s primary  business  was identifying distressed  companies
with name brand recognition, raising funds from investors in order to purchase
the  brand’s  assets,  and  converting  them  into  successful  e-commerce-only
businesses.    In  one  promotional  video  publicly  available  on  the  internet,
Defendant Lopez touted REV’s business approach as “one of the best strategies
you can invest in.”
25. During  the  Relevant  Period,  Defendants  raised more  than  $230
million from at least 660 investors nationwide, including raising approximately
$112 million through a series of fraudulent securities offerings in the eight REV
Retailer Brands.
26. The  offerings  were  for  the  purpose  of  raising  capital  to  purchase
the distressed companies as well as fund company operations.  Defendants told
investors  that  they  could  invest  in  REV  directly,  or  in  any  of  the  portfolio
companies,  or  both.    Defendants  solicited  investors and  prospective  investors
primarily through REV’s website and a series of online social media marketing
campaigns across Twitter, Facebook, and YouTube.  Additionally, Defendants
Lopez and Mehr held Zoom calls with existing and prospective investors twice

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a week and in-person events approximately twice a year in places like Puerto
Rico, Virginia, and Las Vegas, Nevada.
27. REV and the portfolio companies, including REV’s Retailer Brands,
at the  direction  of  Defendants,  offered  and  sold  securities to  investors  in  the
form of unsecured notes and/or equity (membership units).
28. For  each  type  of  offering,  investors  typically  first  entered  into  a
letter of intent (“LOI”) followed by a securities purchase agreement.  These LOIs
and agreements offered unsecured note investors annualized returns as high as
25% for terms ranging from 1 to 7 years, and promised note holders a full return
of  their  investment  principal  upon  maturity.    Equity  investors  were  offered
preferential monthly dividends up to 2.083%.
29. The following lists the issuer, dates, type(s) of securities issued, and
promised rates of return for the eight REV Retailer Brands offerings:
Issuer
Offering
Dates
Securities
Offered
Monthly
Dividends
(Equity)
Annual
Interests
(1-7 Yr.
Note)
Brahms 2021 - 2022
Equity and/or
Unsecured Note
1.5% 13.5% to 25%
Dress Barn 2020
Equity and/or
Unsecured Note
1.5% 12%
Franklin Mint 2020
Equity and/or
Unsecured Note
1.5% 18%
Linens ‘N Things 2020
Equity and/or
Unsecured Note
1% 12%
Modell’s 2020
Equity and/or
Unsecured Note
2.083% 21% to 25%

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Pier 1 Imports 2021
Equity and/or
Unsecured Note
1% 20% to 22%
RadioShack 2021- 2022 Unsecured Note N/A 10% to 20%
Stein Mart 2021
Equity and/or
Unsecured Note
1% 20%
30. According  to  at least one investor, Defendant Lopez claimed that
the  portfolio companies  were  able  to  pay  such  high  returns  because  REV
“acquir[ed]  the  businesses  so  cheaply”  and  most  of  the  employees  were
overseas, leading to reduced costs.
31. Defendants Lopez and Mehr told investors that they could invest
in  REV,  the  holding  company,  and  have  the  indirect  exposure  to  all  of  the
portfolio companies,  or  they  could  invest  directly  in  one  or  more  of  REV’s
portfolio companies, including any of the eight REV Retailer Brands.  According
to a REV sales representative, Defendant Lopez told investors: “[y]our money
is in one particular entity[.]”
32. Defendants
 sent interested investors LOIs outlining the terms and
conditions of the respective offer, including the investment amount and where
to wire investment funds.  Each REV Retailer Brand had its own distinct set of
offering documents.
33. The LOIs  used  in  each  company’s  offering  were  substantially  the
same and all the LOIs contained the same “use of proceeds” language providing
that investor proceeds were to be used “for any general business purposes of

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the  Company  and  its  affiliates.”   In  the  offering  documents,  “Company”  was
defined as the particular entity conducting the offering (e.g., Dress Barn).
34. The  offering  documents  also  informed potential  investors  that
proceeds from the offerings were for the purpose of funding the acquisition of
or working capital for the specific Company.  In return, investors would receive
monthly  interest  or  preferred  dividend  payments  from  the  revenues  of  said
Company.
35. Based on the language of the Use of Proceeds provision in the LOIs
for each REV Retailer Brand and the oral representations of Defendants Lopez
and  Mehr,  investors  understood  that  investments  in  the  portfolio  companies
were  to  be  used  for  that  specific  portfolio  company,  and  that  investors  who
desired a broader exposure to REV’s portfolio of companies had the option to
invest in directly in REV.
36. After investors sent in their investment capital, investors received
an unsecured note or a securities purchase agreement for execution.  Defendants
Lopez,   Mehr,   or   Burkenroad   countersigned   these investor notes   and
agreements.
37. The unsecured  notes  and  equity (membership  units)  Defendants
offered and sold are securities within the meaning of the Securities Act and the
Exchange  Act.    The  unsecured  notes  and  equity  agreements  are  investment

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contracts under SEC v. W.J. Howey Co., 328 U.S. 293, 298-99 (1946).  With respect
to these investments, there was (a) an investment of money; (b) in a common
enterprise;  (c)  based  on  the  expectation  of  profits  to  be  derived  from  the
entrepreneurial  or  managerial  efforts  of  others.    Investors  looked  solely  to
Defendants, REV and the REV Retailer Brands to produce returns.
38. The unsecured notes are also securities.  Defendants characterized
the   notes   as   “investments”   when   marketing   them   to   investors   – with
expectations of receiving interest payments generated from the company using
their money to fund its business activities.
B. Defendants Lopez’s and Mehr’s Misstatements to Investors
39. Defendants   Lopez   and   Mehr,   and   other   REV   representatives
working  at  their  direction,  made  misstatements  to  investors  concerning  the
success and profitability of REV, and the REV Retailer Brands, and the safety of
investors’  investments.    Lopez  and  Mehr  also  misrepresented  Burkenroad’s
experience on REV’s website.
(i) Material    Misrepresentations    About    the    Success    and
Profitability of REV and REV Retailer Brands

40. During weekly investor Zoom calls and at in-person meetings with
investors, Defendants Lopez and Mehr – who did most of the talking during the
Zoom calls and at in-person meetings – pitched new investment opportunities
by touting the purported success of the previous offerings.  They claimed that

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REV and the REV Retailer Brands were performing well, without providing any
specific  financial  information  about the companies or disclosing any concerns
about any of the companies’ performance.
41. Statements about the supposed success of the REV Retailer Brands
allowed Defendants to solicit additional investors.  For example, the purported
success of Dress Barn –   one the REV’s earliest acquisitions – served as a catalyst
to  raise  funds  for  other  acquisitions  as  Defendants  misleadingly  touted  its
success.
42. Following the Zoom calls, Defendant Lopez and Mehr sent email
updates  to  all  existing  investors  recapping  the  calls.   In  one  email  recap
Defendant Lopez sent to investors on February 18, 2021, he claimed that Dress
Barn  and  Stein  Mart  were  “on  fire”  and  “cash  flow  is  strong,”  that  “there  are
plenty of public companies operating at heavy losses” but that’s “not us,” and
that REV had “brands with a positive EBITDA.”
43. Contrary   to   Defendant Lopez’s February   18,   2021   email,   the
internal  financial  statements  for  Dress  Barn,  which  were  never  shared  with
investors  despite  investors’ repeated  requests,  reveal  that  Defendant Lopez’s
statements that the company   was “cash flow strong” and not operating at heavy
losses were false  and  misleading  because  Dress  Barn  experienced  losses  of
nearly $13.7 million and $10.7 million for 2020 and 2021, respectively.  Similarly,

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the internal financial statements for Stein Mart show that the company had net
losses of nearly $1.7 million and $5.7 million for 2020 and 2021, respectively.
44. Defendants Lopez and Mehr also boasted to investors that REV and
the  REV  Retailer  Brands  never  missed  a  payment  to a  single  investor.  In
particular,   one   investor   recalled   a   May   2022   investor   Zoom   call   where
Defendant Lopez stated that “REV never missed a cash payment or preferred
payment [since inception].”
45. Defendants Lopez’s  and  Mehr’s  claims  about  never  missing  a
payment  to  investors  were  also  false. From  at  least  early  2022, investors  had
already  complained  to  Defendants  Lopez,  Mehr,  Burkenroad  and  other  REV
representatives that they had not received their interest payments.
46. In  truth,  the  Defendants  were  aware  that  neither  REV  nor  any  of
the REV Retailer Brands were generating sufficient revenue to cover costs yet
failed to disclose to investors the true financial condition of the companies until
mid-December 2022.
47. According   to   REV’s   consolidated   income   statement   for   the
preceding twelve-month period ending October 31, 2022, REV, the REV Retailer
Brands,  and  the  other  REV  portfolio  companies  incurred  monthly net  losses
ranging from $3.8 million to $12 million.

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48. Consequently,  in  order  to  pay  interest,  dividends,  and  maturing
note   payments   to   existing   investors,   Defendants   resorted   to   using   a
combination  of  loans  from  outside  lenders,  merchant  cash  advances,  money
raised  from  new  and  existing  investors,  and  transfers  from  other  portfolio
companies to cover obligations.   Neither Defendants, nor the offering materials,
disclosed  to  investors  that  payments  made  to  investors  came  from  other
investors’ money.
49. Defendants  knew  that  REV  and  the  REV  Retailer  Brands  were  in
financial   trouble.      During   several   internal   REV   meetings   in   mid-2022,
Defendants  Lopez  and  Mehr  discussed  the  overall  financial  situation  with
Defendant  Burkenroad,  as  well  as  the  need  to  raise  additional  capital,  and
having to prioritize vendor payments and “triage” investor payments.
50. Despite  the  financial  struggles  of  the  REV  Retailer  Brands,  the
Defendants  continued  to  promote  new  offerings  by  touting  the  purported
success of the REV Retailer Brands.
(ii) The November 2022 Conference
51. In  November  2022,  Defendants  hosted  an  investor  conference  in
Las Vegas.  During this conference, Lopez and Mehr  promoted an offering in
certain  REV  Retailer  Brands,  including  Brahms.    Despite  making  statements
about  the  financial success  of  their  business strategy,  Defendants  failed to

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disclose the ongoing REV Retailer Brands’ financial struggles.  Defendants also
failed  to  disclose  that  REV  and  the  Retailer  Brands  had,  in  fact,  missed  some
investor payments.
52. Aware  of  REV  Retailer  Brands’  struggles,  Defendants  Lopez  and
Mehr solicited investment via email immediately following the November 2022
Las Vegas conference.
53. Specifically,  Defendant  Mehr  continued  to  solicit  investors  in  an
email urging:
“[w]e’re  going  all  in  on  REV  and  we  want  you  to  join  us  at  the  table.
We’ve  already  been  dealt  a  pretty  strong  hand  with  all  the  ace  brands
we’ve acquired over the last couple [sic] years and we’re not ready to cash
out yet.  If you don’t want to look like a joker, then the time to get in on
REV is now... [d]on’t call our bluff, this deal folds this Friday, November
11th so reach out to [our investor relations team now].”

54.  However,  immediately  after  the  conference  and  post-conference
emails,  Defendants  stopped  making  investor  payments  and  hosting  investor
calls altogether.
55. Then,  on  December  15th,  after  not  hosting  an  investor  call  for
several  weeks,  Defendant Lopez  disclosed,  for  the  first  time,  to all investors
during  a  Zoom  call  that  REV,  the  REV  Retailer  Brands,  and  the  other  REV
portfolio  companies  were  in  financial  trouble,  they  were  unable  to  make
investor payments, and that REV’s management was exploring restructuring or
selling one or more of the portfolio companies.

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(iii) Misrepresentations About Burkenroad’s Background
56. REV  maintained  a  public  website,  available  to  investors  and
prospective  investors,  which  was  controlled  by  Defendants  Lopez  and  Mehr.
Among other things, the website listed the individuals associated with REV that
formed its leadership team, describing and their backgrounds and experience.
However, Defendants Lopez and Mehr misrepresented the experience of a key
member of REV’s leadership team on this website.
57. Specifically,    Defendant    Burkenroad,    who    served    as    REV’s
President,  COO,  Chief  Risk  Officer,  and  who  also  served  in  an  executive
capacity  for  Pier  1  and  Dress  Barn,  was  described  on  the  website  as  REV’s
President and as having “over 10 years of experience managing multi-million-
dollar companies.”
58. Contrary to the information stated on REV’s website, in the years
prior to working as REV’s President and COO, Defendant Burkenroad worked
as a substitute preschool teacher, a promoter at a radio station, as an assistant
to her cousin Lopez in his online education company.  Defendant Burkenroad
had no identifiable experience managing any company.
C.   Defendants’ Misuse and Misappropriation of Investor Funds
59. Investor  funds  were  improperly  used  by  Defendants  to  enrich
Defendants Lopez and Mehr.

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60. Defendants Lopez   and   Mehr   represented   to   investors   and
prospective  investors,   orally  and  in  offering  documents,   that  the  proceeds
raised  from  the  offerings  would  be  used  for  general  business  purposes  of  the
“Company.”  The offering documents distributed to investors further defined
the “Company” as the particular entity conducting the offering (e.g. Pier 1).
61. In  return,  investors  were  told  that  they  would  receive  monthly
interest or  dividend  payments  from  the  revenues  generated  by  the  specific
“Company”, as well as a return of their principal when their unsecured notes
matured.
62. Contrary    to    these    representations,    Defendants    improperly
commingled investor funds in order to perpetuate the illusion of REV’s and the
REV Retailer Brands’ financial success, including making interest or dividend
payments  to  investors.    Defendants  Lopez  and  Mehr  also  misappropriated  at
least $16.1 million for themselves.
(i) Commingling Funds Between REV and REV Retailer Brands
63. Defendants maintained separate bank accounts for REV and each
of the REV Retailer Brands, and Defendants Lopez, Mehr, and Burkenroad were
signatories on all REV and REV Retailer Brands bank accounts.
64. However, Defendants misused investor funds to cover shortfalls of
other  portfolio  companies.    Investor  funds  initially  deposited  into  individual

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portfolio   company   bank   accounts   were   often   transferred   to   REV’s   bank
accounts   and   commingled   with   investor   funds   from   the   other   portfolio
companies.  The Defendants approved these bank transfers.
65. REV’s  head  bookkeeper  prepared  a  weekly  spreadsheet  that  he
shared  with  Defendant Burkenroad.    This  spreadsheet  detailed  bank  account
balances, expenses, other cash outflows including investor payments owed and
shortfalls  for  each  of  the  companies.    Defendant Burkenroad  shared  this
information with Defendants Lopez and Mehr and the group would determine
from where to pull funds to cover any shortfalls.
66. REV’s  head  bookkeeper  then  executed  transfers  based  on  the
instructions  relayed  to  him  by  Defendant Burkenroad.   For example,  when  a
large number of investor notes were coming due in 2022, Defendant Burkenroad
instructed  the  head  bookkeeper how  to  cover  the  shortfalls  by  directing  him
what amounts to take from which bank accounts.
67. Although at times the REV Retailer Brands were generating some
revenue through product sales, none of the companies were generating profits.
And while REV purportedly provided management services to the REV Retailer
Brands, it never collected management fees, at least not according to its books
and records.  Accordingly, REV’s only source of cash was capital raised from its
own investors.

21

68. Defendants misused the   REV   Retailer   Brands   investor   funds
through direct and indirect transfers.  At times, rather than shift money directly
between REV Retailer Brands, the money first went to REV and then REV would
send funds  to the  other  REV  Retailer  Brands.    This  practice  enabled  the
Defendants    to circumvent  the  terms  of  the  REV  Retailer  Brands’  investment
agreements,  which  limited  the  use  of  the  proceeds  to  that  specific  portfolio
company.
69. For  example,  on  one  occasion,  the  Defendants  transferred  $1.41
million from RadioShack’s bank account to REV’s bank account on February 4,
2022.    That  same  day,  REV  made  five  transfers  to  five  different  REV  Retailer
Brands’ totaling an amount of just over $1 million:  Pier 1 ($615,000), Modell’s
($185,000), Linens ‘N Things ($10,000), Franklin Mint ($16,000) and Dress Barn
($225,000).
70. At other times,  investor  funds  were  also  transferred  directly
between  portfolio  companies  to  cover  shortfalls  of  other  portfolio  companies.
For   example,   in   November   2020,   $1.7   million   in   investor   proceeds   was
transferred  from  a  RadioShack  bank  account  directly  to  a  Stein  Mart  bank
account.    In  total,  the  Defendants  transferred  at  least  $5.9  million  in  investor
proceeds directly between portfolio companies, contrary to the written and oral
representations made to investors about the use of proceeds.

22

(ii) Ponzi-like Payments to Investors
71. Since Defendants promised investors high rates of return but were
cash  flow  negative  and  unable  to  generate  sufficient  revenues  from REV’s
touted  business  model  to  cover  expenses,  Defendants  needed  new  investor
money to make interest, dividend and principal payments to existing investors.
But  as  the  number  of  companies  and  investors  grew,  so  did  the  amount  of
promised returns and principal owed to investors.
72. In  order  to  maintain  the  appearance  of  a  successful  business,
Defendants started operating a Ponzi scheme by making payments of promised
returns to existing investors using either new investors’ funds or investor funds
from other REV Retailer Brands.
73. From July 2022 to October 2022 alone, Defendants directed at least
$5.9 million in new investors funds be used to pay returns to earlier investors in
classic Ponzi-like fashion.
74. Defendants Lopez,  Mehr, and  Burkenroad, together,  approved
these payments to earlier investors.
75. Ultimately,  REV  and  the  REV  Retailer  Brands  began  making  late
payments to investors at least as early as August 2022 and, by at least September
2022, began missing payments en masse.

23

(iii) Misappropriation of Investor Funds
76. Defendants Lopez and Mehr misappropriated approximately $12.5
million and $3.6 million, respectively, by diverting investor funds to personal
accounts owned or controlled by them for no apparent business purpose.
77. For   example,   Defendant   Lopez   received   the majority   of   his
misappropriated funds in transfers to TAL Promotions LLC, a company wholly
owned by him.  TAL Promotions has no affiliation with REV or the REV Retailer
Brands and provided no services to either.
V.         CLAIMS FOR RELIEF
COUNT I
Fraud in Violation of Section 17(a)(1) of the Securities Act
(All Defendants)

78. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
79. Starting   no   later   than   April   2020 and   continuing   through
November 2022, Defendants   Lopez, Mehr, and Burkenroad, in the offer or sale
of   securities   by   use   of   any   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.

24

80. By   reason   of   the   foregoing,   Defendants Lopez,   Mehr,   and
Burkenroad have violated and, unless enjoined, are reasonably likely to again
violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].
COUNT II
Fraud in Violation of Section 17(a)(2) of the Securities Act
(Defendants Lopez and Mehr)

81. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
82. Starting   no   later   than   April   2020 and   continuing   through
November 2022, Defendants   Lopez and Mehr, in the offer or sale of securities
by  use  of  any  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
and omissions to state material facts necessary in order to make the statements
made,  in  the  light  of  the  circumstances  under  which  they  were  made,  not
misleading.
83. By  reason  of  the  foregoing,  Defendants    Lopez  and  Mehr  have
violated  and,  unless  enjoined,  are  reasonably likely  to  again violate  Section
17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

25

COUNT III
Fraud in Violation of Section 17(a)(3) of the Securities Act
(All Defendants)

84. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
85. Starting   no   later   than   April   2020 and   continuing   through
November 2022, Defendants   Lopez, Mehr, and Burkenroad, in the offer or sale
of securities by use of means or instruments of transportation or communication
in interstate commerce or by use of the mails, directly or indirectly, negligently
engaged  in  transactions,  practices,  or  courses  of  business  which  operated  or
would have operated as a fraud or deceit upon the purchasers.
86. By   reason   of   the   foregoing,   Defendants Lopez,   Mehr   and
Burkenroad have violated, and unless enjoined, are reasonably likely to again
violate Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].
COUNT IV
Fraud in Violation of Section 10(b) and Rule 10b-5(a) of the Exchange Act
(All Defendants)

87. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
88. Starting no later than April 2020 and continuing through November
2022, Defendants   Lopez, Mehr and Burkenroad, directly and indirectly, by use
of  any  means  or  instrumentality  of  interstate  commerce,  and  of  the  mails  in

26

connection  with  the  purchase  or  sale  of  securities,  knowingly  or  recklessly
employed devices, schemes, or artifices to defraud.
89. By   reason   of   the   foregoing,   Defendants Lopez,   Mehr   and
Burkenroad violated and, unless enjoined, are reasonably likely to again 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)].
COUNT V
Fraud in Violation of Section 10(b) and Rule 10b-5(b) of the Exchange Act
(Defendants Lopez and Mehr)

90. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
91. Starting   no   later   than   April   2020 and   continuing   through
November 2022, Defendants   Lopez and Mehr, directly and indirectly, by use of
the  means  or  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 the light of the circumstances under
which they were made, not misleading.
92. By  reason  of  the  foregoing,  Defendants    Lopez  and  Mehr  have
violated and, unless enjoined, are reasonably likely to again violate Section 10(b)

27

of the Exchange Act [ 15 U.S.C. § 78j(b)] and Rule 10b-5(b) [ 17 C.F.R. § 240.10b-
5(b)].
COUNT VI
Fraud in Violation of Section 10(b) and Rule 10b-5(c) of the Exchange Act
(All Defendants)

93. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
94. Starting no later than April 2020 and continuing through November
2022,  Defendants   Lopez,  Mehr,  and  Burkenroad,  directly  or  indirectly,  by  the
use  of  any  means  or  instrumentality  of  interstate  commerce,  or  of  the  mails,
knowingly  or  recklessly,  engaged  in  acts,  practices,  and  courses  of  business
which have operated as a fraud upon the purchasers of such securities.
95. By   reason   of   the   foregoing,   Defendants Lopez,   Mehr   and
Burkenroad have violated, and unless enjoined, are reasonably likely to again
violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange Act
Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)].
COUNT VII
Aiding and Abetting Defendants Lopez’s and Mehr’s
Violations of Section 17(a)(2)
(Defendant Burkenroad)

96. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.

28

97. Starting no later than April 2020 and continuing through November
2022,  Defendant  Burkenroad knowingly  or  recklessly  provided substantial
assistance to Defendants Lopez and Mehr, who, directly or indirectly, singly or
in concert with others, in connection with the offer or sale of securities, used the
means   or   instruments   of   transportation   or   communication   in   interstate
commerce, or of the mails, directly or indirectly, to negligently obtain money or
property by means of untrue statements of material facts and omissions to state
material  facts  necessary  in  order  to  make  the  statements  made,  in  the  light  of
the circumstances under which they were made, not misleading.
98. By  reason  of  the  foregoing,  Defendant  Burkenroad aided  and
abetted  and, unless  restrained  and  enjoined, is  reasonably  likely  to  again  aid
and  abet  violations  of Section  17(a)(2)  of  the  Securities  Act  [15 U.S.C.  §
77q(a)(2)].
COUNT VIII
Aiding and Abetting Defendants Lopez’s and Mehr’s
Violation of Section 10(b) and Rule 10b-5(b)
(Defendant Burkenroad)

99. The Commission repeats and realleges paragraphs 1 through 77 of
this Complaint.
100. Starting   no   later   than   April   2020   and   continuing   through
November  2022,  Defendant  Burkenroad  knowingly  or  recklessly  provided
substantial  assistance  to  Defendants Lopez  and  Mehr,  who,  directly  and

29

indirectly, singly  or  in  concert  with  others,  with scienter, used  the  means  or
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 the light of the circumstances under which they were made,
not misleading.
101. By  reason  of  the  foregoing,  Defendant  Burkenroad aided  and
abetted  and,  unless  enjoined,  is  reasonably  likely  to again  aid  and  abet
violations  of 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)].
RELIEF REQUESTED
 WHEREFORE, the Commission respectfully requests that the Court find
Defendants committed  the  violations  of  the  federal  securities  laws  alleged
herein, and:
A.
Permanent Injunction
Issue a Permanent Injunction restraining and enjoining Defendants, any
officers, agents, servants, employees, attorneys, and all persons in active concert
or participation with them, and each of them, from violating Section 17(a) of the
Securities  Act  [15  U.S.C.  § 77q(a)]  and  Section  10(b)  of  the  Exchange  Act  [15

30

U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder by committing
or engaging in specified actions or activities relevant to such violation.
B.
Disgorgement and Prejudgment Interest
 Issue an Order directing Defendants Lopez and Mehr to disgorge all ill-
gotten  gains,  including  prejudgment  interest thereon,  resulting  from  the  acts
and courses of conduct alleged in this Complaint.
C.
Civil Penalty
Issue  an  Order  directing  each  Defendant to  pay  a  civil  money  penalty
pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section
21(d) of the Exchange Act, [[15 U.S.C. § 78u(d)].
D.
Officer and Director Bar
 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 barring each Defendant from acting as an officer or director of an
issuer whose securities are registered with the Commission pursuant to Section
12 of the Exchange Act or that files reports with the Commission pursuant  to
Section 15(d) of the Exchange Act.

31

E.
  Further Relief
Grant such other and further relief as may be necessary and appropriate.
F.
Retention of Jurisdiction
Further,  the  Commission  respectfully  requests  that  the  Court  retain
jurisdiction over this action and the Defendants   in order to implement and carry
out  the  terms  of  all  orders  and  decrees  that  it  may  enter,  or  to  entertain  any
suitable application or motion by the Commission for additional relief within
the jurisdiction of this Court.
DEMAND FOR JURY TRIAL
 The Commission hereby demands a trial by jury in this case.

September 23, 2025    Respectfully submitted,

   By:   s/ Alise Johnson
      Alise Johnson
      Senior Trial Counsel
Florida Bar No. 0003270
      Direct Dial: (305) 982-6385
      E-mail:  [email protected]

Attorneys   for Plaintiff
U.S. Securities and Exchange
Commission
      801 Brickell Avenue, Suite 1950
      Miami, Florida 33131
      Telephone: (305) 982-6300
      Facsimile: (305) 536-4154

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
Vs. 

TAINO ADRIAN LOPEZ,  
ALEXANDER FARHANG MEHR, 
MAYA ROSE BURKENROAD,  

Defendants,  
________________________________________________/ 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 
AND DEMAND FOR JURY TRIAL 

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

I. INTRODUCTION

1. From approximately April 2020 through November 2022 (the

“Relevant Period”), Defendants Taino Lopez and Alexander Mehr, co-founders 

of Retail Ecommerce Ventures LLC (“REV”), and REV’s Chief Operating Officer 

(“COO”), Maya Burkenroad, raised approximately $112 million combined from 

hundreds of investors through fraudulent offerings from retail investors across 

the United States through the fraudulent offer and sale of securities issued by 

eight REV portfolio companies managed by REV and which Defendants formed 

and controlled.  

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2. REV’s primary business was purchasing distressed retail 

companies with name brand recognition and converting them into e-commerce 

only businesses.  The securities offerings at issue involved offerings by REV and 

eight REV portfolio companies:  Brahms LLC (“Brahms”), Dress Barn Online, 

Inc. (“Dress Barn”), Franklin Mint Online, LLC (“Franklin Mint”), Linens ‘N 

Things Online, Inc. (“Lines ‘N Things”), Modell’s Sporting Goods Online, Inc. 

(“Modell’s”), Pier 1 Imports Online, Inc. (“Pier 1”), RadioShack Online, LLC 

(“RadioShack”) and Stein Mart Online, Inc. (“Stein Mart”) (collectively referred 

to as the “REV Retailer Brands”).  REV served as the holding company and 

manager of the REV Retailer Brands.   

3. During the Relevant Period, Defendants sold securities in the form 

of unsecured notes promising up to 25% annualized returns as well as equity 

(membership units) with a monthly preferential dividend as high as 2.083%.  

The purported purpose of the offerings was to raise capital to acquire the 

predecessor to each particular REV Retailer Brand and to raise additional 

operating capital for said REV Retailer Brand.  

4. In connection with these offerings, Lopez and Mehr made material 

misrepresentations and omitted to state material facts necessary to make 

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

about the success and profitability of REV’s business model and the REV 

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Retailer Brands.  In at least one promotional video publicly available on the 

internet, Lopez touted REV’s approach as “one of the best strategies you can 

invest in.”  Defendants further assured investors that while other businesses 

may be struggling, their portfolio companies were “on fire” and that “cash flow 

is strong.”   

5. Defendants also assured investors, both orally and in written 

offering materials, that funds raised for a specific portfolio company would be 

used for that specific company, and that REV and the REV Retailer Brands have 

never failed to pay a single investor.  Contrary to these representations, while 

some of the REV Retailer Brands generated revenue, none generated any profits.  

Consequently, in order to pay interest, dividends and maturing note payments, 

Defendants resorted to using a combination of loans from outside lenders, 

merchant cash advances, money raised from new and existing investors, and 

transfers from other portfolio companies to cover obligations. At least $5.9 

million of the returns distributed to investors were, in reality, Ponzi-like 

payments funded by other investors.   

6. In addition, Defendants misappropriated approximately $16.1 

million in investor funds, which was diverted for Defendants Lopez’s and 

Mehr’s personal use.     

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7. Through their conduct alleged in this Complaint, Defendants have 

violated Sections 17(a)(1) and 17(3) of the Securities Act of 1933 (“Securities 

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

of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5(a) and (c) [17 C.F.R. 

§ 240.10b-5(a) and (c)]; Defendants Lopez and Mehr violated, and Defendant 

Burkenroad aided and abetted Lopez and Mehr’s violations, of Section 17(a)(2) 

of the Securities Act [15 U.S.C. § 77q(a)(2)] and 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)].   

8. Unless enjoined, Defendants are reasonably likely to engage in 

future violations of the federal securities laws.  Among other relief, the SEC 

seeks against Defendants permanent injunctions, officer and director bars, civil 

monetary penalties and, as against Defendants Lopez and Mehr, disgorgement 

with prejudgment interest.    

II. DEFENDANTS AND RELEVANT ENTITIES 

A. Defendants 

9. Lopez, 49, resides in Rio Grande, Puerto Rico.  Lopez was the co-

founder, co-owner, and Chief Executive Officer of REV from November 2019 to 

March 2024.  Lopez also owned, directly or indirectly, minority interests in each 

of the REV Retailer Brands that issued unsecured notes or equity to investors.   

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10. Mehr, 46, resides in San Juan, Puerto Rico.  Mehr was the co-

founder, co-owner, and President of REV from July 2020 to April 2023.  Mehr 

also owned, directly or indirectly, minority interests in each of the REV Retailer 

Brands that issued unsecured notes and/or equity to investors.   

11. Burkenroad, 38, resides in Swoope, Virginia and is Lopez’s cousin.  

From 2020 to March 2024, Burkenroad served as President, and later COO, of 

REV.  From 2020 to 2022, Burkenroad acted in a management role for two of the 

REV Retailer Brands, Dress Barn and Pier 1 Imports. 

B. REV and the REV Retailer Brands 

12. REV is an insolvent Delaware limited liability company with its 

principal place of business in Miami Beach, Florida.  Defendants Lopez and 

Mehr are the majority owners of REV, which served as the manager of the REV 

Retailer Brands.  REV raised approximately $112 million from investors by 

issuing unsecured notes and equity in REV.  On December 29, 2023, the assets 

of REV and the REV Retailer Brands were foreclosed on by a group of secured 

REV noteholders and the assets were reassigned to a new, unrelated company, 

Omni Retail Enterprises, LLC.     

13. Brahms is an insolvent Puerto Rico limited liability company with its 

principal place of business in Miami Beach, Florida.  Brahms is a software 

company whose applications are designed to operate as ecommerce platforms to 

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assist ecommerce retailers in managing and operating their businesses.  Brahms 

was majority owned and managed by REV.  The Defendants raised approximately 

$12.9 million for Brahms from investors. 

14. Dress Barn is an insolvent Delaware company with its principal 

place of business in Miami Beach, Florida.  Dress Barn is an online women’s 

clothing and accessories retailer and was majority owned and managed by REV.  

The Defendants raised approximately $11.4 million for Dress Barn from investors.   

15. Franklin Mint is an insolvent Delaware limited liability company 

with its principal place of business in Miami Beach, Florida.  Franklin Mint is a 

retailer of commemorative and collectable items and was majority owned and 

managed by REV.  The Defendants raised approximately $5.9 million for Franklin 

Mint from investors. 

16. Linen ‘N Things is an insolvent Delaware company with its 

principal place of business in Miami Beach, Florida.  Linens ‘N Things is a retailer 

of textiles, housewares, and decorative accessories and was majority owned and 

managed by REV.  The Defendants raised approximately $1.2 million for Linen 

‘N Things from investors. 

17. Modell’s is an insolvent Delaware company with its principal place 

of business in Miami Beach, Florida.  Modell’s is a sporting goods retailer and was 

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majority owned and managed by REV.  The Defendants raised approximately $8.7 

million for Modell’s from investors. 

18. Pier 1 is an insolvent Delaware company with its principal place of 

business in Miami Beach, Florida.  Pier 1 is an online retailer and former Fort 

Worth, Texas-based retail chain specializing in imported home furnishings 

including furniture, table-top items, decorative accessories, and seasonal decor.  

Pier 1 was majority owned and managed by REV.  The Defendants raised 

approximately $36.7 million for Pier 1 from investors.  Pier 1 Imports, Inc., the 

predecessor company to Pier 1 Imports Online, Inc., was listed on the New York 

Stock Exchange (“NYSE”) until the Defendants acquired it. 

19. RadioShack is an insolvent Delaware limited liability company with 

its principal place of business in Miami Beach, Florida.  RadioShack is an 

electronics retailer and was majority owned and managed by REV.  The 

Defendants raised approximately $21.1 million for RadioShack from investors.  

RadioShack Corporation, the predecessor company to RadioShack Online, LLC, 

was listed on the NYSE until the Defendants acquired it. 

20. Stein Mart is an insolvent Delaware company with its principal 

place of business in Miami Beach, Florida.  Stein Mart is a discount retailer of 

clothing, shoes, housewares, décor, and accessories and was majority owned and 

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managed by REV.  The Defendants raised approximately $14.2 million for Stein 

Mart from investors. 

III.   JURISDICTION AND VENUE 

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

78u(d), 78u(e), and 78aa]. 

22. The Court has personal jurisdiction over the Defendants, and 

venue is proper in the Southern District of Florida, because many of the 

Defendants’ acts and transactions constituting violations of the Securities Act 

and the Exchange Act occurred in the Southern District of Florida.  In addition, 

the principal place of business of REV and the REV Retailer Brands, which were 

operated by the Defendants, was in the Southern District of Florida. 

23. In connection with the conduct alleged in this Complaint, the 

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 and communication in interstate commerce, and 

the mails. 

 

 

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IV.   FACTS   

A.   Defendants’ Securities Offerings 

24.   REV’s primary business was identifying distressed companies 

with name brand recognition, raising funds from investors in order to purchase 

the brand’s assets, and converting them into successful e-commerce-only 

businesses.  In one promotional video publicly available on the internet, 

Defendant Lopez touted REV’s business approach as “one of the best strategies 

you can invest in.”  

25. During the Relevant Period, Defendants raised more than $230 

million from at least 660 investors nationwide, including raising approximately 

$112 million through a series of fraudulent securities offerings in the eight REV 

Retailer Brands.   

26. The offerings were for the purpose of raising capital to purchase 

the distressed companies as well as fund company operations.  Defendants told 

investors that they could invest in REV directly, or in any of the portfolio 

companies, or both.  Defendants solicited investors and prospective investors 

primarily through REV’s website and a series of online social media marketing 

campaigns across Twitter, Facebook, and YouTube.  Additionally, Defendants 

Lopez and Mehr held Zoom calls with existing and prospective investors twice 

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a week and in-person events approximately twice a year in places like Puerto 

Rico, Virginia, and Las Vegas, Nevada. 

27. REV and the portfolio companies, including REV’s Retailer Brands, 

at the direction of Defendants, offered and sold securities to investors in the 

form of unsecured notes and/or equity (membership units).   

28. For each type of offering, investors typically first entered into a 

letter of intent (“LOI”) followed by a securities purchase agreement.  These LOIs 

and agreements offered unsecured note investors annualized returns as high as 

25% for terms ranging from 1 to 7 years, and promised note holders a full return 

of their investment principal upon maturity.  Equity investors were offered 

preferential monthly dividends up to 2.083%.   

29. The following lists the issuer, dates, type(s) of securities issued, and 

promised rates of return for the eight REV Retailer Brands offerings: 

Issuer Offering 
Dates 

Securities 
Offered 

Monthly 
Dividends 
(Equity) 

Annual 
Interests 
(1-7 Yr. 

Note) 

Brahms 2021 - 2022 Equity and/or 
Unsecured Note  1.5% 13.5% to 25% 

Dress Barn 2020 Equity and/or 
Unsecured Note  1.5% 12% 

Franklin Mint 2020 Equity and/or 
Unsecured Note  1.5% 18% 

Linens ‘N Things 2020 Equity and/or 
Unsecured Note  1% 12% 

Modell’s 2020  Equity and/or 
Unsecured Note  2.083% 21% to 25% 

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Pier 1 Imports 2021 Equity and/or 
Unsecured Note  1% 20% to 22% 

RadioShack 2021- 2022 Unsecured Note N/A 10% to 20% 

Stein Mart 2021 Equity and/or 
Unsecured Note  1% 20% 

30. According to at least one investor, Defendant Lopez claimed that 

the portfolio companies were able to pay such high returns because REV 

“acquir[ed] the businesses so cheaply” and most of the employees were 

overseas, leading to reduced costs.   

31. Defendants Lopez and Mehr told investors that they could invest 

in REV, the holding company, and have the indirect exposure to all of the 

portfolio companies, or they could invest directly in one or more of REV’s 

portfolio companies, including any of the eight REV Retailer Brands.  According 

to a REV sales representative, Defendant Lopez told investors: “[y]our money 

is in one particular entity[.]”   

32. Defendants sent interested investors LOIs outlining the terms and 

conditions of the respective offer, including the investment amount and where 

to wire investment funds.  Each REV Retailer Brand had its own distinct set of 

offering documents.   

33. The LOIs used in each company’s offering were substantially the 

same and all the LOIs contained the same “use of proceeds” language providing 

that investor proceeds were to be used “for any general business purposes of 

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the Company and its affiliates.”  In the offering documents, “Company” was 

defined as the particular entity conducting the offering (e.g., Dress Barn).   

34. The offering documents also informed potential investors that 

proceeds from the offerings were for the purpose of funding the acquisition of 

or working capital for the specific Company.  In return, investors would receive 

monthly interest or preferred dividend payments from the revenues of said 

Company.   

35. Based on the language of the Use of Proceeds provision in the LOIs 

for each REV Retailer Brand and the oral representations of Defendants Lopez 

and Mehr, investors understood that investments in the portfolio companies 

were to be used for that specific portfolio company, and that investors who 

desired a broader exposure to REV’s portfolio of companies had the option to 

invest in directly in REV.  

36. After investors sent in their investment capital, investors received 

an unsecured note or a securities purchase agreement for execution.  Defendants 

Lopez, Mehr, or Burkenroad countersigned these investor notes and 

agreements.  

37. The unsecured notes and equity (membership units) Defendants 

offered and sold are securities within the meaning of the Securities Act and the 

Exchange Act.  The unsecured notes and equity agreements are investment 

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contracts under SEC v. W.J. Howey Co., 328 U.S. 293, 298-99 (1946).  With respect 

to these investments, there was (a) an investment of money; (b) in a common 

enterprise; (c) based on the expectation of profits to be derived from the 

entrepreneurial or managerial efforts of others.  Investors looked solely to 

Defendants, REV and the REV Retailer Brands to produce returns.    

38. The unsecured notes are also securities.  Defendants characterized 

the notes as “investments” when marketing them to investors – with 

expectations of receiving interest payments generated from the company using 

their money to fund its business activities.   

B. Defendants Lopez’s and Mehr’s Misstatements to Investors    

39. Defendants Lopez and Mehr, and other REV representatives 

working at their direction, made misstatements to investors concerning the 

success and profitability of REV, and the REV Retailer Brands, and the safety of 

investors’ investments.  Lopez and Mehr also misrepresented Burkenroad’s 

experience on REV’s website. 

(i) Material Misrepresentations About the Success and 
Profitability of REV and REV Retailer Brands 
 

40. During weekly investor Zoom calls and at in-person meetings with 

investors, Defendants Lopez and Mehr – who did most of the talking during the 

Zoom calls and at in-person meetings – pitched new investment opportunities 

by touting the purported success of the previous offerings.  They claimed that 

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REV and the REV Retailer Brands were performing well, without providing any 

specific financial information about the companies or disclosing any concerns 

about any of the companies’ performance. 

41. Statements about the supposed success of the REV Retailer Brands 

allowed Defendants to solicit additional investors.  For example, the purported 

success of Dress Barn – one the REV’s earliest acquisitions – served as a catalyst 

to raise funds for other acquisitions as Defendants misleadingly touted its 

success. 

42. Following the Zoom calls, Defendant Lopez and Mehr sent email 

updates to all existing investors recapping the calls.  In one email recap 

Defendant Lopez sent to investors on February 18, 2021, he claimed that Dress 

Barn and Stein Mart were “on fire” and “cash flow is strong,” that “there are 

plenty of public companies operating at heavy losses” but that’s “not us,” and 

that REV had “brands with a positive EBITDA.”  

43. Contrary to Defendant Lopez’s February 18, 2021 email, the 

internal financial statements for Dress Barn, which were never shared with 

investors despite investors’ repeated requests, reveal that Defendant Lopez’s 

statements that the company was “cash flow strong” and not operating at heavy 

losses were false and misleading because Dress Barn experienced losses of 

nearly $13.7 million and $10.7 million for 2020 and 2021, respectively.  Similarly, 

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the internal financial statements for Stein Mart show that the company had net 

losses of nearly $1.7 million and $5.7 million for 2020 and 2021, respectively. 

44. Defendants Lopez and Mehr also boasted to investors that REV and 

the REV Retailer Brands never missed a payment to a single investor. In 

particular, one investor recalled a May 2022 investor Zoom call where 

Defendant Lopez stated that “REV never missed a cash payment or preferred 

payment [since inception].”  

45. Defendants Lopez’s and Mehr’s claims about never missing a 

payment to investors were also false. From at least early 2022, investors had 

already complained to Defendants Lopez, Mehr, Burkenroad and other REV 

representatives that they had not received their interest payments. 

46. In truth, the Defendants were aware that neither REV nor any of 

the REV Retailer Brands were generating sufficient revenue to cover costs yet 

failed to disclose to investors the true financial condition of the companies until 

mid-December 2022. 

47. According to REV’s consolidated income statement for the 

preceding twelve-month period ending October 31, 2022, REV, the REV Retailer 

Brands, and the other REV portfolio companies incurred monthly net losses 

ranging from $3.8 million to $12 million.   

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48. Consequently, in order to pay interest, dividends, and maturing 

note payments to existing investors, Defendants resorted to using a 

combination of loans from outside lenders, merchant cash advances, money 

raised from new and existing investors, and transfers from other portfolio 

companies to cover obligations.   Neither Defendants, nor the offering materials, 

disclosed to investors that payments made to investors came from other 

investors’ money. 

49. Defendants knew that REV and the REV Retailer Brands were in 

financial trouble.  During several internal REV meetings in mid-2022, 

Defendants Lopez and Mehr discussed the overall financial situation with 

Defendant Burkenroad, as well as the need to raise additional capital, and 

having to prioritize vendor payments and “triage” investor payments. 

50. Despite the financial struggles of the REV Retailer Brands, the 

Defendants continued to promote new offerings by touting the purported 

success of the REV Retailer Brands.   

(ii) The November 2022 Conference 

51. In November 2022, Defendants hosted an investor conference in 

Las Vegas.  During this conference, Lopez and Mehr promoted an offering in 

certain REV Retailer Brands, including Brahms.  Despite making statements 

about the financial success of their business strategy, Defendants failed to 

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disclose the ongoing REV Retailer Brands’ financial struggles.  Defendants also 

failed to disclose that REV and the Retailer Brands had, in fact, missed some 

investor payments.  

52. Aware of REV Retailer Brands’ struggles, Defendants Lopez and 

Mehr solicited investment via email immediately following the November 2022 

Las Vegas conference.   

53. Specifically, Defendant Mehr continued to solicit investors in an 

email urging:  

“[w]e’re going all in on REV and we want you to join us at the table.  
We’ve already been dealt a pretty strong hand with all the ace brands 
we’ve acquired over the last couple [sic] years and we’re not ready to cash 
out yet.  If you don’t want to look like a joker, then the time to get in on 
REV is now… [d]on’t call our bluff, this deal folds this Friday, November 
11th so reach out to [our investor relations team now].” 
 
54.  However, immediately after the conference and post-conference 

emails, Defendants stopped making investor payments and hosting investor 

calls altogether.   

55. Then, on December 15th, after not hosting an investor call for 

several weeks, Defendant Lopez disclosed, for the first time, to all investors 

during a Zoom call that REV, the REV Retailer Brands, and the other REV 

portfolio companies were in financial trouble, they were unable to make 

investor payments, and that REV’s management was exploring restructuring or 

selling one or more of the portfolio companies. 

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(iii) Misrepresentations About Burkenroad’s Background 

56. REV maintained a public website, available to investors and 

prospective investors, which was controlled by Defendants Lopez and Mehr.  

Among other things, the website listed the individuals associated with REV that 

formed its leadership team, describing and their backgrounds and experience.  

However, Defendants Lopez and Mehr misrepresented the experience of a key 

member of REV’s leadership team on this website.   

57. Specifically, Defendant Burkenroad, who served as REV’s 

President, COO, Chief Risk Officer, and who also served in an executive 

capacity for Pier 1 and Dress Barn, was described on the website as REV’s 

President and as having “over 10 years of experience managing multi-million-

dollar companies.”  

58. Contrary to the information stated on REV’s website, in the years 

prior to working as REV’s President and COO, Defendant Burkenroad worked 

as a substitute preschool teacher, a promoter at a radio station, as an assistant 

to her cousin Lopez in his online education company.  Defendant Burkenroad 

had no identifiable experience managing any company.   

C.   Defendants’ Misuse and Misappropriation of Investor Funds 

59. Investor funds were improperly used by Defendants to enrich 

Defendants Lopez and Mehr. 

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60. Defendants Lopez and Mehr represented to investors and 

prospective investors, orally and in offering documents, that the proceeds 

raised from the offerings would be used for general business purposes of the 

“Company.”  The offering documents distributed to investors further defined 

the “Company” as the particular entity conducting the offering (e.g. Pier 1).   

61. In return, investors were told that they would receive monthly 

interest or dividend payments from the revenues generated by the specific 

“Company”, as well as a return of their principal when their unsecured notes 

matured. 

62. Contrary to these representations, Defendants improperly 

commingled investor funds in order to perpetuate the illusion of REV’s and the 

REV Retailer Brands’ financial success, including making interest or dividend 

payments to investors.  Defendants Lopez and Mehr also misappropriated at 

least $16.1 million for themselves. 

(i) Commingling Funds Between REV and REV Retailer Brands 

63. Defendants maintained separate bank accounts for REV and each 

of the REV Retailer Brands, and Defendants Lopez, Mehr, and Burkenroad were 

signatories on all REV and REV Retailer Brands bank accounts.  

64. However, Defendants misused investor funds to cover shortfalls of 

other portfolio companies.  Investor funds initially deposited into individual 

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portfolio company bank accounts were often transferred to REV’s bank 

accounts and commingled with investor funds from the other portfolio 

companies.  The Defendants approved these bank transfers. 

65. REV’s head bookkeeper prepared a weekly spreadsheet that he 

shared with Defendant Burkenroad.  This spreadsheet detailed bank account 

balances, expenses, other cash outflows including investor payments owed and 

shortfalls for each of the companies.  Defendant Burkenroad shared this 

information with Defendants Lopez and Mehr and the group would determine 

from where to pull funds to cover any shortfalls.   

66. REV’s head bookkeeper then executed transfers based on the 

instructions relayed to him by Defendant Burkenroad.  For example, when a 

large number of investor notes were coming due in 2022, Defendant Burkenroad 

instructed the head bookkeeper how to cover the shortfalls by directing him 

what amounts to take from which bank accounts.  

67. Although at times the REV Retailer Brands were generating some 

revenue through product sales, none of the companies were generating profits.  

And while REV purportedly provided management services to the REV Retailer 

Brands, it never collected management fees, at least not according to its books 

and records.  Accordingly, REV’s only source of cash was capital raised from its 

own investors.    

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68. Defendants misused the REV Retailer Brands investor funds 

through direct and indirect transfers.  At times, rather than shift money directly 

between REV Retailer Brands, the money first went to REV and then REV would 

send funds to the other REV Retailer Brands.  This practice enabled the 

Defendants  to circumvent the terms of the REV Retailer Brands’ investment 

agreements, which limited the use of the proceeds to that specific portfolio 

company.   

69. For example, on one occasion, the Defendants transferred $1.41 

million from RadioShack’s bank account to REV’s bank account on February 4, 

2022.  That same day, REV made five transfers to five different REV Retailer 

Brands’ totaling an amount of just over $1 million:  Pier 1 ($615,000), Modell’s 

($185,000), Linens ‘N Things ($10,000), Franklin Mint ($16,000) and Dress Barn 

($225,000).   

70. At other times, investor funds were also transferred directly 

between portfolio companies to cover shortfalls of other portfolio companies.  

For example, in November 2020, $1.7 million in investor proceeds was 

transferred from a RadioShack bank account directly to a Stein Mart bank 

account.  In total, the Defendants transferred at least $5.9 million in investor 

proceeds directly between portfolio companies, contrary to the written and oral 

representations made to investors about the use of proceeds. 

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(ii) Ponzi-like Payments to Investors 

71. Since Defendants promised investors high rates of return but were 

cash flow negative and unable to generate sufficient revenues from REV’s 

touted business model to cover expenses, Defendants needed new investor 

money to make interest, dividend and principal payments to existing investors.  

But as the number of companies and investors grew, so did the amount of 

promised returns and principal owed to investors.   

72. In order to maintain the appearance of a successful business, 

Defendants started operating a Ponzi scheme by making payments of promised 

returns to existing investors using either new investors’ funds or investor funds 

from other REV Retailer Brands. 

73. From July 2022 to October 2022 alone, Defendants directed at least 

$5.9 million in new investors funds be used to pay returns to earlier investors in 

classic Ponzi-like fashion.   

74. Defendants Lopez, Mehr, and Burkenroad, together, approved 

these payments to earlier investors.   

75. Ultimately, REV and the REV Retailer Brands began making late 

payments to investors at least as early as August 2022 and, by at least September 

2022, began missing payments en masse. 

 

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(iii) Misappropriation of Investor Funds 

76. Defendants Lopez and Mehr misappropriated approximately $12.5 

million and $3.6 million, respectively, by diverting investor funds to personal 

accounts owned or controlled by them for no apparent business purpose.   

77. For example, Defendant Lopez received the majority of his 

misappropriated funds in transfers to TAL Promotions LLC, a company wholly 

owned by him.  TAL Promotions has no affiliation with REV or the REV Retailer 

Brands and provided no services to either. 

V.         CLAIMS FOR RELIEF 

COUNT I 
Fraud in Violation of Section 17(a)(1) of the Securities Act  

(All Defendants) 
 

78. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint.  

79. Starting no later than April 2020 and continuing through 

November 2022, Defendants Lopez, Mehr, and Burkenroad, in the offer or sale 

of securities by use of any 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. 

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80. By reason of the foregoing, Defendants Lopez, Mehr, and 

Burkenroad have violated and, unless enjoined, are reasonably likely to again 

violate Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT II 
Fraud in Violation of Section 17(a)(2) of the Securities Act 

(Defendants Lopez and Mehr) 
 

81. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

82. Starting no later than April 2020 and continuing through 

November 2022, Defendants Lopez and Mehr, in the offer or sale of securities 

by use of any 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 

and omissions to state material facts necessary in order to make the statements 

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

misleading. 

83. By reason of the foregoing, Defendants Lopez and Mehr have 

violated and, unless enjoined, are reasonably likely to again violate Section 

17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

 

 

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COUNT III 
Fraud in Violation of Section 17(a)(3) of the Securities Act 

(All Defendants) 
 

84. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

85. Starting no later than April 2020 and continuing through 

November 2022, Defendants Lopez, Mehr, and Burkenroad, in the offer or sale 

of securities by use of means or instruments of transportation or communication 

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

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

would have operated as a fraud or deceit upon the purchasers. 

86. By reason of the foregoing, Defendants Lopez, Mehr and 

Burkenroad have violated, and unless enjoined, are reasonably likely to again 

violate Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

COUNT IV 
Fraud in Violation of Section 10(b) and Rule 10b-5(a) of the Exchange Act 

(All Defendants) 
 

87. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

88. Starting no later than April 2020 and continuing through November 

2022, Defendants Lopez, Mehr and Burkenroad, directly and indirectly, by use 

of any means or instrumentality of interstate commerce, and of the mails in 

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

employed devices, schemes, or artifices to defraud. 

89. By reason of the foregoing, Defendants Lopez, Mehr and 

Burkenroad violated and, unless enjoined, are reasonably likely to again 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)]. 

COUNT V 
Fraud in Violation of Section 10(b) and Rule 10b-5(b) of the Exchange Act 

(Defendants Lopez and Mehr) 
 

90. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

91. Starting no later than April 2020 and continuing through 

November 2022, Defendants Lopez and Mehr, directly and indirectly, by use of 

the means or 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 the light of the circumstances under 

which they were made, not misleading. 

92. By reason of the foregoing, Defendants Lopez and Mehr have 

violated and, unless enjoined, are reasonably likely to again violate Section 10(b) 

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

5(b)]. 

COUNT VI 
Fraud in Violation of Section 10(b) and Rule 10b-5(c) of the Exchange Act 

(All Defendants) 
 

93. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

94. Starting no later than April 2020 and continuing through November 

2022, Defendants Lopez, Mehr, and Burkenroad, directly or indirectly, by the 

use of any means or instrumentality of interstate commerce, or of the mails, 

knowingly or recklessly, engaged in acts, practices, and courses of business 

which have operated as a fraud upon the purchasers of such securities. 

95. By reason of the foregoing, Defendants Lopez, Mehr and 

Burkenroad have violated, and unless enjoined, are reasonably likely to again 

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

Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)]. 

COUNT VII 
Aiding and Abetting Defendants Lopez’s and Mehr’s  

Violations of Section 17(a)(2) 
(Defendant Burkenroad) 

 
96. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

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97. Starting no later than April 2020 and continuing through November 

2022, Defendant Burkenroad knowingly or recklessly provided substantial 

assistance to Defendants Lopez and Mehr, who, directly or indirectly, singly or 

in concert with others, in connection with the offer or sale of securities, used the 

means or instruments of transportation or communication in interstate 

commerce, or of the mails, directly or indirectly, to negligently obtain money or 

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

material facts necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading. 

98. By reason of the foregoing, Defendant Burkenroad aided and 

abetted and, unless restrained and enjoined, is reasonably likely to again aid 

and abet violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 

77q(a)(2)]. 

COUNT VIII 
Aiding and Abetting Defendants Lopez’s and Mehr’s  

Violation of Section 10(b) and Rule 10b-5(b) 
(Defendant Burkenroad) 

 
99. The Commission repeats and realleges paragraphs 1 through 77 of 

this Complaint. 

100. Starting no later than April 2020 and continuing through 

November 2022, Defendant Burkenroad knowingly or recklessly provided 

substantial assistance to Defendants Lopez and Mehr, who, directly and 

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indirectly, singly or in concert with others, with scienter, used the means or 

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 the light of the circumstances under which they were made, 

not misleading. 

101. By reason of the foregoing, Defendant Burkenroad aided and 

abetted and, unless enjoined, is reasonably likely to again aid and abet 

violations of 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)]. 

RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that the Court find 

Defendants committed the violations of the federal securities laws alleged 

herein, and: 

A. 

Permanent Injunction 

Issue a Permanent Injunction restraining and enjoining Defendants, any 

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

or participation with them, and each of them, from violating Section 17(a) of the 

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

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

or engaging in specified actions or activities relevant to such violation. 

B. 

Disgorgement and Prejudgment Interest 

 Issue an Order directing Defendants Lopez and Mehr to disgorge all ill-

gotten gains, including prejudgment interest thereon, resulting from the acts 

and courses of conduct alleged in this Complaint. 

C. 

Civil Penalty 

Issue an Order directing each Defendant to pay a civil money penalty 

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

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

D. 

Officer and Director Bar 

 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 barring each Defendant from acting as an officer or director of an 

issuer whose securities are registered with the Commission pursuant to Section 

12 of the Exchange Act or that files reports with the Commission pursuant to 

Section 15(d) of the Exchange Act. 

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E. 

  Further Relief 

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

F. 

Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain 

jurisdiction over this action and the Defendants in order to implement and carry 

out the terms of all orders and decrees that it may enter, or to entertain any 

suitable application or motion by the Commission for additional relief within 

the jurisdiction of this Court.  

DEMAND FOR JURY TRIAL 

 The Commission hereby demands a trial by jury in this case. 
 
September 23, 2025    Respectfully submitted, 
      

   By: s/ Alise Johnson 
      Alise Johnson 
      Senior Trial Counsel 

Florida Bar No. 0003270  
      Direct Dial: (305) 982-6385 
      E-mail:  [email protected] 
 

Attorneys for Plaintiff 
U.S. Securities and Exchange 
Commission   

      801 Brickell Avenue, Suite 1950 
      Miami, Florida 33131 
      Telephone: (305) 982-6300  
      Facsimile: (305) 536-4154 

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	UNITED STATES DISTRICT COURT
	SOUTHERN DISTRICT OF FLORIDA
	CASE NO.
	COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
	AND DEMAND FOR JURY TRIAL
	RELIEF REQUESTED
	A.
	Disgorgement and Prejudgment Interest
	Issue an Order directing Defendants Lopez and Mehr to disgorge all ill-gotten gains, including prejudgment interest thereon, resulting from the acts and courses of conduct alleged in this Complaint.
	C.
	D.
	Attorneys for Plaintiff
	U.S. Securities and Exchange Commission