SEC v. Daryl F. Heller; Paramount Management Group, LLC; and Prestige Investment Group, LLC, No. 5:25-cv-05036, Eastern District of Pennsylvania (Sept. 3, 2025) — Complaint

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IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
SECURITIES AND EXCHANGE
COMMISSION,
:
:
:
Plaintiff,
:
:
Civil Action No.
v. :
:
DARYL F. HELLER, PARAMOUNT
MANAGEMENT GROUP, LLC, and
PRESTIGE INVESTMENT GROUP, LLC,
Defendants.
:
:
:
:
:
 :
COMPLAINT
1.From at least January 2017 through June 10, 2024, Defendants Daryl F. Heller,
Paramount Management Group, LLC (“Paramount”), and Prestige Investment Group, LLC
(“Prestige”) perpetrated a Ponzi-like scheme exploiting retail investors.  Defendants raised more
than $770 million from approximately 2,700 investors and caused losses of approximately $400
million.
2.Promising an approximately 25% return, Heller and Prestige sold investments in
funds that purportedly invested in automated teller machines (“ATMs”) managed and operated
by Paramount.
3.Heller used his control of both Paramount and Prestige to create the false
impression that Defendants were running a successful, nationwide network of AT M s, paying
investors fixed monthly distributions from income earned from pooled ATM transaction fees and
related charges.

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4. While Defendants operated a network of ATMs on behalf of investors, they
misrepresented the size and profitability of that network to investors and potential investors.
5. Defendants portrayed investments in the “ATM Funds” which consisted of at least
the 26 investment funds managed by Prestige listed in Appendix A attached hereto, as safe,
reliable, and able to consistently generate significant returns with the proceeds of their operation.
6. However, Defendants knew or were reckless in not knowing that t h e  AT M
network generated hundreds of millions less in operating income than Defendants needed to fund
promised investor distributions.
7. During the 2017 to 2024 time period, Defendants paid distributions to investors
primarily using money raised from new investments and from high-interest, short-term loans
from merchant cash advance companies.
8. During that period, Defendants used only a fraction of investor funds to purchase
ATMs, and many of the ATMs they purchased were old machines and in disrepair, which they
left sitting in warehouses.
9. In addition, Heller misappropriated approximately $185 million of investor funds
for his own benefit, including for personal expenses, like a beach house on the New Jersey shore,
and to finance other businesses he owned.  And he caused tens of millions more to be paid to
fund managers who recruited new investors.
10. In the spring 2024, Defendants’ scheme began to collapse.  As investors stopped
making new investments, Defendants stopped making payments to existing investors.
11. From April 2024 through the end of the year, Defendants offered investors a series
of excuses and promised future payments and, eventually, claimed that they would buy out the
investors’ interests in the ATM Funds.  But, despite their promises, Defendants never made any

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additional payments.  Through their conduct, Defendants defrauded investors out of hundreds of
millions of dollars.
12. By engaging in the conduct described in this Complaint, Defendants violated,
directly or indirectly, and unless enjoined will continue to violate, Section 17(a) of the Securities
Act of 1933 (“Securities Act”) [15 U.S.C. § 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].
JURISDICTION AND VENUE
13. The Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C.§§ 78u(d), 78u(e), and 78aa].
14. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15
U.S.C.§§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa] because certain of the
transactions, acts, practices and courses of conduct constituting violations of the federal
securities laws occurred within this district.  In addition, Heller resides in this district and
Defendants maintain their principal places of business in this district.
15. In connection with the conduct described in this Complaint, Defendants directly
or indirectly made use of the means or instrumentalities of interstate commerce, of the mails, or
of the facilities of a national securities exchange.

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DEFENDANTS
16. Daryl F. Heller, age 55, resides in Lititz, Pennsylvania.  Heller is the founder and
Chairman of the Board of Directors of Paramount.  Heller is the founder and Chief Executive
Officer of Prestige.  Heller is also the managing member, Chief Executive Officer, and majority
owner of Heller Capital Group LLC, which is the majority owner of both Paramount and
Prestige.
17. Paramount Management Group, LLC is a Pennsylvania limited liability
company with its principal place of business in Lancaster, Pennsylvania.
18. Prestige Investment Group, LLC is a Pennsylvania limited liability company
with its principal place of business in Lancaster, Pennsylvania.  “Individual 1” is the Vice
President of Development for Prestige.  “Individual 2” is the President and minority member of
Prestige.
RELATED ENTITIES
19. Heller Capital Group, LLC is a Delaware limited liability company with its
principal place of business in Lancaster, Pennsylvania.  In 2014, Heller started Heller Capital
Group, which he described as a “boutique private equity company.”  Over time, Heller Capital
Group came to own numerous companies across various industries, including, cannabis,
cryptocurrency, technology, financial services, and a restaurant.  Heller Capital Group is the
majority member of Paramount and Prestige.  Heller is the managing member of Heller Capital
Group.
20. Prestige Funds Management, LLC (“PFM”) is a Delaware limited liability
company with its principal place of business in Lancaster, Pennsylvania.  PFM is the manager of
certain funds as listed on Appendix A. (These funds and the funds managed by Prestige Funds

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Management II, LLC and Prestige Funds Management III, LLC, described below, are referred to
collectively as the “Prestige Funds.”)  Prestige is the manager of PFM.
21. Prestige Funds Management II, LLC (“PFM II”) is a Delaware limited liability
company with its principal place of business in Lancaster, Pennsylvania.  PFM II is the manager
of certain funds as listed on Appendix A.  Prestige is the manager of PFM II.
22. Prestige Funds Management III, LLC (“PFM III”) is a Delaware limited
liability company with its principal place of business in Lancaster, Pennsylvania.  PFM III is the
manager of certain funds as listed on Appendix A.  Prestige is the manager of PFM III.
23. Company 1 is a Wyoming limited liability company with its principal place of
business in Atglen, Pennsylvania.  Company 1 is a minority member of PFM II and PFM III.
Company 1 solicits investors for various alternative investments, including the Prestige Funds,
through its website, YouTube videos, podcasts, seminars, and emails.  Individual 1 is the founder
and CEO of Company 1.
24. WF Velocity Funds Management, LLC ( “WFVFM”) is a Delaware limited
liability company with its principal place of business in Lancaster, Pennsylvania.  WFVFM is a
manager of certain funds as listed on Appendix A.  (These funds are referred to as the “WF
Velocity Funds.”)  (PFM, PFM II, PFM III, and WFVFM are referred to collectively as the
“Fund Managers.”)  Prestige is the manager of WFVFM.  Individual 3, through one or more
entities, is a minority member of WFVFM and operates a website and podcast soliciting
alternative investment opportunities, including investments in the WF Velocity Funds managed
by WFVFM.

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FACTS
I. Heller Controlled Prestige and Paramount
25. Heller controlled both Prestige and Paramount.  Heller was the managing member
of Heller Capital Group, which in turn was the managing member of both Prestige and
Paramount.  Heller served as the Chief Executive Officer of Prestige and Chairman of the Board
of Paramount.
26. Between 2017 and 2024, Prestige and Paramount had offices located in the same
building in Lancaster, PA, but they had separate employees, separate office space, and separate
entrances.
27. Between at least 2017 and 2024, Heller controlled the flow of information and
money between Prestige and Paramount.  Heller had access to the offices, books and records, and
bank accounts of both Prestige and Paramount.
28. Employees for Prestige and Paramount followed Heller’s direction.
A. Prestige
29. In 2011, Heller and Individual 2 formed Prestige to invest in ATMs.
30. Initially, Heller and Individual 2 solicited friends and family to invest in ATMs via
Prestige.  They later contracted with Paramount, which was also controlled and managed by
Heller, to operate and service the ATMs.
31. Prestige’s ATM network grew, and in 2016, Heller and Individual 2 began
creating Prestige Funds, which invested in ATMs.
32. In approximately 2016, Heller and Individual 2 partnered with Individual 1 and
his company, Company 1, to offer membership interests in Prestige Funds to investors.  As set

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forth in Appendix A, the Prestige Funds generally had names beginning “Prestige Fund” “A,”
“B” or “D” followed by roman numerals or additional letters.
33. In approximately 2020, Heller and Individual 2 partnered with Individual 3 to
offer membership interests in the WF Velocity Funds, which were also designed to invest in
AT M s.    The WF Velocity Funds generally had names beginning “WF Velocity” followed by
roman numerals.
34. With the creation of the ATM Funds, based on information provided by Heller,
Prestige, directly or indirectly through the Fund Managers, handled investor relations, including
solicitation and onboarding ATM Fund investors, handling the necessary paperwork, and
communicating with potential and existing investors.
35. Prestige processed all capital activity for investors, receiving investments from
and making disbursements to investors.
36. Prestige also provided account statements and distribution notices to investors in
the ATM Funds.  The account statements included the amount of the investment, the monthly
distribution history for the year, and the name of the ATM portfolio in which the ATMs were
purportedly located.
37. The distribution notices included additional details regarding the portfolio of
ATMs in which the investor had purportedly invested, including monthly statistics on the number
of ATMs, AT M transactions, and AT M   fee revenue.
38. Each spring Prestige provided Schedule K-1 tax forms to many investors
reflecting their purported share of ATM income and depreciation, and state-specific Schedule K-
1 tax forms based on the purported location of the ATMs.

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39. In addition, Prestige provided the ATM Funds, and in some cases individual
investors, with bills of sale purporting to show purchases of ATMs.  Prestige obtained the
information to include in these forms from Heller and Paramount.  The bills of sale generally
included the ATM serial numbers or terminal identification (“TID”) numbers (a unique identifier
assigned to each ATM that is issued to identify the specific ATM that processed a transaction),
the purchase price, the quarter-end date in which the ATMs were purportedly purchased, and, at
times, the states where the ATMs were purportedly located.
B. Paramount
40. In 2011, Heller formed Paramount.  Heller controlled Paramount’s operations,
financial reporting, and bank accounts.  The private placement memorandum for Prestige Fund D
VI states: “Daryl Heller has absolute control of Paramount.”
41. Through Management Services Agreements between Paramount and the ATM
Funds, in exchange for compensation, Paramount was responsible for providing ATM operation
services to the ATM Funds.
42. Among other things, Paramount’s responsibilities included identifying ATMs to
be purchased by the ATM Funds, acquiring the ATMs and selling them to the ATM Funds,
entering into location agreements with third-party retailers or other facilities in which the ATMs
were placed, installing the ATMs, maintaining the ATMs, and operating t h e  AT M s.
43. On a monthly basis, Paramount was to transfer money derived from the operation
of the ATMs to each of the ATM Funds to pay the investors’ distributions, which the ATM Funds
were then to transmit to investors.

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44. Paramount’s business operations extended beyond its relationship with Prestige
and the ATM Funds.  As an ATM Independent Sales Organization, Paramount had agreements
with owners or managers of ATMs to facilitate the processing of ATM transactions.
II. The ATM Funds
45. The Prestige and WF Velocity Funds consisted of at least 26 Funds which
invested in ATMs.  The LLC membership “interests” or “units” offered and sold in the ATM
Funds are securities.
46. The ATM Funds pooled investors’ money.  The pooled money was to be used to
purchase ATMs, which were combined into investment portfolios, and the expected revenue from
the ATMs was to be pooled and distributed to investors on a pro-rata basis.
47. The investors were passive.  The investors did not control how the money they
invested was used and expected the profits on their investments to be derived from the efforts of
others, including Heller and Paramount.
48. Heller was responsible for determining when a particular ATM Fund was opened
or closed for investment, and the size of the offering.  Heller was also responsible for directing
the flow of investor cash from the ATM Funds to Paramount.  And, he oversaw the creation,
management, tracking, and dissemination of bills of sale to the ATM Funds.
49. Paramount, under Heller’s direction, was responsible for purchasing, operating,
and maintaining the ATMs, and the associated costs, and sending revenue to the ATM Funds.
A. The ATM Funds’ Structure and Terms

50. While there are some differences across funds, for the most part, the structure of
the funds, language in the offering documents, and financial terms of the investments were
relatively consistent.

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51. Heller controlled the drafting of private placement memoranda and other offering
materials.
52. The offering documents for the ATM Funds generally provided that, for a
minimum investment of $52,000 (or for some funds, $104,000), investors could purchase
interests in an ATM Fund, which would pay investors a set monthly distribution payment for a
period of seven years.
53. Through these offering materials, Heller and Prestige represented to investors that
their investment would be used to acquire and operate ATMs.
54. For example, Prestige Fund D VI’s private placement memorandum states: “The
Fund intends to use the entirety of an Investor’s capital contribution to purchase and operate
ATMs.”  Similar representations were made by other funds.
55. The offering materials also represented that the payments to investors would
derive from the revenues generated by the operations of the ATMs that the fund purchased, and
that investors would receive the return of their principal plus a profit over the seven years.
56. For example, Prestige Fund D VI’s private placement memorandum provided that
for the purchase of a membership interest for $52,000, an investor would receive $1,081 per
month for eighty-four months.  The private placement memorandum states: “Distributions will
be made through profits of the Fund derived through the Fund’s ownership and operation of
ATMs.”  Similar representations were made by other funds.
57. Investors were paid monthly and, after investors received their payments from the
ATM revenues, the Fund Managers were to receive payment.  Prestige and the Fund Managers
referred to the payments to the Fund Managers as “margin payments.”

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58. Pursuant to the offering materials, if the ATM Funds were unable to use the
investments to purchase ATMs, the deal was to be rescinded, and the investment returned to the
investor.
59. The offering materials provided that at  the end of the seven-year period,
Paramount paid investors a small amount for the scrap value of the ATMs.  And, at the end of the
seven-year period, Prestige emailed investors to solicit investment in a new ATM Fund.
60. Many investors invested in multiple ATM Funds.
B. Some Funds Differed
61. While most of the (at least) 26 ATM Funds sold a membership interest in a pool of
ATMs, the Prestige A Funds and WF Velocity I fund, which include 8 of the ATM Funds,
purported to sell investors physical ATMs, which were maintained and operated by Paramount.
See Appendix A for a list of funds and ATM ownership structures, though certain funds may have
had more than one manager involved.
62. In practice, however, investment in the Prestige A Funds and WF Velocity I Fund
worked the same as investment in the other funds in that investors made passive investments in
increments of $52,000 (or for certain funds $104,000); those investments were pooled to
supposedly purchase a portfolio of ATMs; and the anticipated investment returns were to be
pooled, equalized,  and paid to investors in the funds on a pro-rata basis.
63. Like investors in the other ATM Funds, investors in the Prestige A Funds and WF
Velocity I Fund had no right to select, control, or operate the AT M s.
64. And, as with the other AT M   Funds, investors who invested in the Prestige A
Funds and WF Velocity I Fund were passive and expected the profits on their investment to be
derived from the efforts of others, including Heller and Paramount.

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65. In addition, two of the ATM Funds, Prestige Fund B BTM I and Prestige Fund D
BTM I, held Bitcoin ATMs.  Investments in these funds were supposed to function the same as
the investments in the other ATM Funds but differed by requiring investment in increments of
$120,000 and paying a set monthly distribution payment for a period of six, not seven, years.
66. For all of the AT M Funds, regardless of their structure, Heller had authority over
where investor money was sent, what money was provided to investors, and false information
provided to investors and prospective investors about the performance of the ATM Funds.
III. Defendants Solicited Investors
67. In total, across the ATM Funds, approximately 2,700 investors, most of whom
were retail investors, invested a total of at least $770 million.
68. Many of the investors were members of the Amish and Mennonite communities in
the Lancaster, Pennsylvania area, the same area where Heller resides.
69. Defendants, on their own and acting with and through others, including
Individuals 1, 2, and 3, solicited investors in the ATM Funds through email, podcasts, YouTube
videos, meetings, seminars, and investor presentations.
70. Marketing materials provided to investors, which Heller participated in drafting,
promoted the benefits of investing in the ATM Funds, including consistent projected returns,
growth in ATM usage, collateral (i.e., the AT Ms) backing the investment, and risk management
provided by a federally chartered bank, which allowed Paramount to route transactions through
its network of ATM processors.
71. Heller and Prestige prepared and disseminated the marketing materials.
72. Heller reviewed and approved investor presentations shown to investors and
potential investors.

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73. Marketing brochures for some AT M   Funds, titled ATM Investment Summaries
and Executive Summaries, which were provided to investors and potential investors, stated that
ATMs were compliant with industry standards, and that “[a]lmost exclusively, these ATMs are
replacing existing ATMs.”
74. ATM Investment Summaries and Executive Summaries also stated that
Paramount had “performed 24+ month of diligence on transactional data” in selecting the ATM
portfolio being acquired.
75. In addition to marketing the investment in the ATM Funds as profitable with low
risk, Heller and Prestige also touted certain tax benefits, claiming investors could take
depreciation on the ATM assets, which allowed investors to allocate and deduct the cost of the
ATMs.
76. ATM Investment Summaries and Executive Summaries included a table setting
forth the projected investor returns for 7 years, including net cash flow and depreciation impact
per year.  These summaries advertised investor profits of approximately 25%.
77. Heller drafted the language and the projected return tables found in the Executive
Summaries, which were also incorporated into the ATM Investment Summaries.
78. In ATM Investment Summaries and Executive Summaries and other Prestige
marketing materials, Prestige, directly and through others, touted Prestige’s consistent historical
returns, Paramount’s ranking as a top 5 ATM operator in the United States, tax benefits, and the
investment in the ATM Funds being a hedge against market risk.
79. Heller and Individual 2 directly solicited investors both locally and out of state,
and Individual 1 and Individual 3 promoted the ATM Funds to investors across the United States,
including through their respective websites and podcasts.

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80. Individual 1 appeared frequently as a guest on alternative investment podcasts and
was also a featured speaker at seminars on alternative investments.
81. On several occasions, Heller joined Individual 1 or Individual 3 for online
presentations and participated with Individual 1 in seminars for prospective investors in
Lancaster.  Heller also traveled out of state to join Individual 2 in meetings with investors.
IV. The ATMs Generated Insufficient Revenue to Make the Agreed Upon Payments to
Existing Investors

82. Defendants knew that between 2017 and 2024, the ATMs owned by the ATM
Funds generated insufficient revenue to pay the promised distributions to investors.  Defendants
also knew that during this period, they were using new investments to pay earlier investors
because of this shortfall and that Heller was taking tens of millions of dollars for other improper
purposes, including to support other businesses he owned.
83. Paramount accounting personnel prepared and disseminated to Heller (and others)
monthly financial reports that detailed the operating performance of Paramount’s ATM network,
which included the ATMs owned by the ATM Funds and ATMs owned by third-parties.
84. These reports reflected profit and loss statements and calculated gross profit and
net operating revenue.
85. According to these reports, the gross profit reflected the ATM network revenue
(e.g., surcharge transaction revenue) less direct costs associated with operating the ATM network
(e.g., commission payments to ATM location operators).
86. The reports calculated net operating income by deducting from the “gross profit”
certain indirect costs associated with operating Paramount’s business, such as salaries, rent, and
utilities.

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87. Defendants did not provide these monthly financial reports to investors in the
ATM Funds.
88. During the period 2017 through 2024, as set forth in the table below, investor
distributions exceeded gross profit and net operating income by $310 million and $368.5 million,
respectively.

89. Because the ATM network did not generate sufficient profits to fund investor
distributions, the Defendants primarily relied on new investor capital to cover the massive
shortfall.
V. Defendants Defrauded Investors
A. Defendants Misrepresented the Source of Investor Distributions and Concealed
from Investors that Distributions Were Funded by Ponzi-Like Payments and High-
Interest Rate Loans Arranged by Paramount and Heller

90. Defendants misrepresented the source of funds used to pay investor distributions.
91. Private placement memoranda, approved by Heller, falsely represented that
investor monies would be used to purchase and operate ATMs and that monthly distributions to
investors were paid from revenues derived from the operation of ATMs.  Account statements and
distribution notices provided to investors falsely claimed that Defendants had spent investor
funds to purchase and operate ATMs and that the ATMs were sufficiently profitable to pay the
investor distributions.

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92. In reality, Defendants funded investor distributions largely by using new capital
contributions from other investors and partially from loans from multiple merchant cash advance
companies.
93. Indeed, contrary to what Heller and Prestige told investors, only a fraction of
investor funds were actually used to purchase ATMs – and many of the ATMs that Paramount
purchased were not operational and produced no revenue.
94. ATM Investment Summaries and Executive Summaries provided to investors and
prospective investors falsely claimed that ATMs were compliant with industry standards and that
Paramount had conducted due diligence on the ATM portfolios being sold to investors.
95. In practice, Heller directed Paramount to use investor monies to buy inexpensive
ATMs or used and, at times, damaged ATMs with missing keyboards and hard drives, at prices
that were much lower than what Paramount reported to the ATM Funds.
96. Oftentimes, Paramount, at Heller’s direction, then stored the ATMs in warehouses
around the country where they remained offline and generated no income at all.
97. For example, equipment sale agreements and invoices show that between 2021
and 2022, Paramount acquired at least 3,600 ATMs from “ATM Supplier 1,” many of which were
damaged or otherwise inoperable, for a total price of $1.9 million, or approximately $527 per
AT M .
98. Heller, through Paramount, negotiated with ATM Supplier 1 to store the
purchased ATMs in a warehouse in exchange for a monthly warehousing fee until Paramount
authorized shipment.  Heller also arranged for ATM Supplier 1 to provide the serial numbers to
Paramount for the purchased ATMs within a six-month period.

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99. At Heller’s direction, Paramount then sold approximately 2,300 of these ATMs to
the ATM Funds—and at Heller’s direction, Prestige caused the ATM Funds to purchase these
AT M s—for $52 million, a markup of more than 4,200%.  Paramount and Heller provided bills of
sale to Prestige containing serial numbers from the ATMs, without disclosing to investors that the
ATMs were sitting unused in warehouses.
100. These ATM sales to the ATM Funds generated more than $50 million for Heller
and Paramount, which could be used to make payments to earlier investors in a Ponzi-like
manner and/or to funnel money to Heller’s other businesses.
101. Other times, at Heller’s direction, Paramount failed to purchase any ATMs for
investors, despite receiving funds from Prestige.
102. For example, in November 2023, Heller caused Defendants to use substantially all
of $14.5 million in new investments to pay off earlier investors.  Specifically, between November
7, 2023 and November 29, 2023, various Prestige Funds raised approximately $14.5 million and
transferred substantially all of that money to Paramount.  During the same period, Paramount
transferred substantially all of that money to various ATM Funds to pay earlier investors.
103. In addition, Defendants also used loans from merchant cash advance companies
and other sources to supplement Paramount’s funds to meet monthly investor payment
obligations.
104. For example, in early April 2024, Heller caused Paramount to enter into an
agreement to sell nearly $2.7 million of its future ATM receivables from various Prestige and WF
Velocity Funds to “Merchant Cash Advance Company 1” for an upfront payment of $2 million.
105. Essentially, Paramount borrowed $2 million from Merchant Cash Advance
Company 1 and agreed to pay back nearly $2.7 million only twenty weeks later.  After Merchant

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Cash Advance Company 1 wired $1.94 million to a Prestige-related account, that money was
immediately transferred to an ATM Fund, Prestige Fund D V, and used to make distributions to
investors.
106. Heller’s practice of using high-interest loans to fund distribution payments only
further exacerbated the shortfall between the revenue that the ATMs generated for the ATM
Funds and the amounts that Prestige promised to pay investors.
107. Contrary to what Defendants told investors and prospective investors, the ATMs
did not generate sufficient revenues to pay investors their distributions.  Instead, there was a
massive shortfall, and Defendants used money from new investments and loans from merchant
cash advance companies and other sources to make payments to investors.
B. Defendants Misrepresented the Size and Profitability of the ATM Network

108. During the relevant time period, 2017 through 2024, Heller and Prestige, directly
or through the Fund Managers, told prospective investors through private placement memoranda,
marketing materials, and investor presentations that their capital contributions would be pooled
with the capital contributions of other investors in the ATM Funds and would be used to purchase
and operate ATMs.  They also told investors that their distribution payments would come from
the revenues generated by the ATMs.  Heller and Prestige knew or were reckless in not knowing
that these representations w ere false.
109. Prestige misrepresented to investors and prospective investors that Paramount
would purchase ATMs using their investments and falsely led current investors to believe that
ATMs had been purchased on their behalf.

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110. In reality, only a small portion of the ATMs that Prestige represented that
Paramount purchased for the benefit of the ATM Fund investors were actually purchased and
deployed.
111. Instead, Paramount, at Heller’s direction, often either purchased ATMs that it
stored in warehouses, or never purchased the ATMs at all.
112. As a result, Defendants inflated the number of ATMs they claimed that the ATM
Funds owned and the revenue generated by those ATMs.
113. At Heller’s direction, Prestige created account statements and distribution notices
that were provided to investors containing false information regarding the number of ATMs in
operation.
114. Heller and Paramount provided the false information to Prestige regarding the
number of ATMs and revenue generated by the AT M s.  Heller directed Prestige employees to
create the monthly statements and distribution notices and provide them to investors. Heller and
Paramount also caused Prestige to distribute bills of sale with false information to the ATM
Funds or investors.
115. In addition, each spring, Prestige, under Heller’s direction, provided Schedule K-
1s to many investors for tax purposes.  The schedule K-1s, which also contained false
information, included the investors’ purported share of ATM revenue and depreciation, and state-
specific Schedule K-1s based on the purported location of the ATMs.
116. Paramount’s internal records that were provided to Heller contradict the inflated
numbers Defendants reported to investors in the distribution notices.

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117. Paramount’s accounting department’s monthly financial reports provided detailed
information to Heller concerning Paramount’s ATM network, including active ATMs and profits
and losses generated by the ATMs.
1. Paramount’s Internal Records Show Fewer ATMs than Defendants Reported to
Investors

118. There were substantial discrepancies between Paramount’s internal reports, which
were provided to Heller,  and the information provided to investors via distribution notices
regarding the number of ATMs in service.  Aggregating the distribution notices makes these
differences clear.  For example, for the first quarter of 2022, the aggregated distribution notices
show that Prestige reported to investors that the ATM Funds had 12,907 ATMs in service, but the
internal Paramount records reflect only 7,381 ATMs—a difference of more than 5,500 AT M s.
Similarly, for the third quarter of 2023, the aggregated distribution notices show that Prestige
reported to investors that the ATM Funds had 27,807 ATMs in service, but the internal
Paramount records reflect only 17,244 ATMs—a difference of more than 10,500 ATMs.
Moreover, the discrepancy is likely even greater because Paramount’s internal reports included
ATMs not owned by the ATM funds.
119. Many investors made additional investments in the Prestige ATM Funds after
receiving false information in distribution notices.
120. Heller knew or was reckless in not knowing that the information being provided
to investors about the number of ATMs was false or misleading.

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2. Defendants Misrepresented the Amount of Revenue Generated by th e AT Ms
Owned by the ATM Funds

121. Heller also caused Prestige to report inflated revenues generated by t h e  AT Ms
owned by the ATM Funds through monthly emails containing false portfolio statistics provided
to a Prestige employee, which were included in distribution notices to investors.  Again,
aggregating the distribution notices provided to investors makes this clear.
122. The table below compares the total AT M   fee revenue (in millions) reflected across
the distribution notices provided to investors to the operating revenue reflected in Paramount’s
internal monthly financial reports.

123. For example, for the first quarter of 2022, using false data provided by Heller and
Paramount, when aggregating the distribution notices, Prestige represented to investors that the
network of ATMs held by the ATM Funds generated $32.6 million more in fee revenue than
reflected in Paramount’s own internal reports.
124. Over the twenty-one-month period between January 2022 and September 2023,
Prestige falsely represented to investors that the ATMs held by the ATM Funds generated more
(in millions)
Pe riod
Investor
Dis tribution
N
otice s
Inte rnal
Paramount
R
e cords
Diffe re nce
Q1 202250.0$
 17.4$                32.6$
Q2 202255.8                      20.4                  35.4
Q3 202259.4                      20.4                  39.0
Q4 202264.0                      20.0                  44.0
Q1 202398.2                      22.6                  75.6
Q2 2023106.6                    29.4                  77.2
Q3 2023113.0                    36.3                  76.7
Subtotals547.0$                  166.5$              380.5$
ATM Fee Revenue Per:

22

than $380 million more in fee revenue than they actually did.  (And, as with the number of ATMs
in operation, the amount of revenue reflected in Paramount’s internal reports is likely also
inflated.)
125. These representations created the false impression that Paramount was operating
one of the country’s largest ATM networks, producing significant profits and cash flows capable
of funding monthly distribution payments to investors – and that those cash flows were
increasing.
126. The distribution notices disguised the fact that, contrary to what Prestige and
Heller told investors, significant numbers of ATMs had never been purchased or were stored in
warehouses and not operating, and actual revenue from ATMs was insufficient to pay the
distributions to investors.  Contrary to what Heller and Prestige told investors, distributions to
investors were being largely funded by new capital contributions from other investors.
127. Many investors made additional investments in the Prestige ATM Funds after
receiving false information in distribution notices.
128. Heller knew or was reckless in not knowing that the information being provided
to investors about the ATM revenue was false or misleading.
C. Defendants Deceived Investors and Potential Investors with Rigged ATM Portal

129. In addition to providing investors with false documents, Defendants engaged in
other deceptive conduct during presentations for investors held in Prestige’s and Paramount’s
offices.
130. Heller and Paramount manipulated Paramount’s ATM portal to make the network
of ATMs appear more profitable.

23

131. Heller instructed a Paramount employee to create a portal subset that included
only several hundred of Paramount’s highest transaction-volume ATMs.
132. At an in-person presentation regarding the ATMs held by the ATM Funds and as
part of investor due diligence, investors were allowed to select ATMs at “random” from what
they were led to believe was the complete set of the ATMs held by the ATM Funds, to see the
details of the performance of specific ATMs.  However, in reality, they were selecting from the
cherry-picked subset consisting of high-performing ATMs that Heller had directed the Paramount
employee to create.
133. Heller did not disclose to the investors that they were “randomly” selecting from
the cherry-picked subset of ATMs, so that any ATM selected would be assured to be high
performing.
D. Defendants Misappropriated and Misused Investors’ Funds

134. In addition to deceiving investors to conceal that Defendants were using some of
their investments to make Ponzi-like payments to earlier investors, Defendants also failed to
disclose to investors that they were comingling funds, misusing investors’ funds, and
misappropriating investors’ money for the benefit of Heller and entities affiliated with him.
135. Between 2017 and 2023, Heller took investor money for his own benefit, causing
more than $185 million to be transferred from Paramount to various entities owned and/or
controlled by Heller.
136. For example, Heller directed that $92 million be transferred to a family of
companies referred to as Blackford, which are companies primarily owned by Heller, to repay
outstanding loan obligations, pay operating expenses, and make distributions to other entities
Heller controlled.

24

137. Similarly, approximately $45 million was transferred to Heller Capital Group,
Heller’s holding company, that directed his personal investments in various industries and was
otherwise used by Heller to make transfers to his personal bank account.
138. And, approximately $27 million was cumulatively transferred to two cannabis-
related businesses owned by Heller.
139. The ATM Funds did not have any ownership in the Blackford companies, Heller
Capital Group, or the cannabis-related companies, and did not participate in, or benefit from,
distributions paid from the transfers from Paramount to these entities.
140. Heller used investor funds that were transferred to Heller Capital Group bank
accounts for personal expenses, including $3.8 million for personal tax payments.  He also used
approximately $1.5 million from a Paramount account for the purchase of a beach house.
141. In addition, Heller misused investor funds by causing millions in payments to be
made to Fund Managers.
142. Fund Managers’ duties included, among other things, recruiting new investors.
143. According to the private placement memorandums for most funds, margin
payments were to be made to Fund Managers only if revenues received from the ATMs exceeded
obligations due to investors and other expenses.
144. As noted above, because of the lack of actual substantial ATM revenue generated
at Paramount, there was not excess ATM revenue, but instead a shortfall.  Heller knew that the
money sent to the ATM Funds from Paramount consisted mostly of re-circulated investor funds,
and not ATM revenue.
145. Nevertheless, Heller caused margin payments to be sent to the Fund Managers
totaling at least $60 million ($8.2 million of which went back to Heller himself).

25

VI. Defendants’ Fraud Unravels
A. Without Money from New Investments, Defendants Failed to Pay Existing Investors

146. When investors stopped making new investments, Defendants’ scheme collapsed.
147. In 2023, Individual 1 asked Heller for financial performance information,
including audited financial statements, for Paramount and Prestige.
148. In December 2023, after Heller failed to act on Individual 1’s request, Individual
1 told Heller that he would not solicit any new investments.
149. Individual 1 did not bring in any investments in 2024.  Subsequently, by April
2024, Individual 3 also did not bring in any investments.
150. In April 2024, with the spigot of new money running dry, Prestige stopped paying
monthly distributions to investors.
B. Heller Offers Excuses for the Failure to Pay
151. Heller provided investors with false and misleading excuses for the failure to pay
distributions, including the cost of compliance with required ATM upgrades, Paramount’s
purported acquisition of a large ATM portfolio resulting in short-term cash flow issues, and a
potential buyout of investors by an unnamed private equity firm.
152. In an email dated April 29, 2024—the day before a monthly payment was due—
Heller declared to the ATM Fund investors that the monthly payment was being changed to a
quarterly payment and that the next payment would be made on June 30, 2024.  However, no
quarterly payment was made in June 2024 or afterward.
153. Subsequently, Heller informed investors that the quarterly payments would not be
made, but that he would “buy out” the investors’ interests.  The purported buyout never
happened.

26

C. Heller, Paramount, Prestige and Others Are Sued
154. Between 2017 and June 2024, Defendants obtained approximately $770 million
from investors in the ATM Funds, and have injured those investors by approximately $400
million.
155. By the summer of 2024, as Heller continued to promise investors that distribution
payments were forthcoming and continued to miss payment deadlines, private lawsuits were
filed.
156. First, Individuals 1, 2, and 3 led litigation efforts on behalf of the ATM Fund
plaintiffs against Paramount, in Prestige Fund A, LLC v. Paramount Management Group, LLC,
No. CI 24-06012 (Pa. Com. Pl.) (“ATM Fund Litigation”).
157. In addition, various third parties, including merchant cash advance companies,
banks, and ATM vendors began filing lawsuits against Heller, Paramount, Prestige, the ATM
Funds, and other Heller entities.
158. Numerous actions were brought by lenders and Lancaster area banks alleging
breach of contract relating to Heller’s failure to make payment on loans secured by sales of
future ATM receivables or for which the ATMs had been pledged as collateral.
159. In February 2025, Heller filed for Chapter 11 bankruptcy in New Jersey, where he
owned a beach house.  In his bankruptcy petition, Heller listed unsecured claims totaling $137.4
million.
D. While the ATM Fund Litigation Was Pending, Heller Sold Portfolios of AT Ms with
No Benefit to the ATM Funds and Failed to Turn Over the ATM Network as
Required

160. While the ATM Fund Litigation was pending, Heller and Paramount negotiated
additional time to purportedly seek a buyout of the investors’ interests.  However, during those

27

delays, Heller and Paramount sold various portfolios of ATMs for millions of dollars.  They did
not remit the proceeds of these sales to the ATM Funds, but instead used them for other purposes.
161. In addition, on or about November 6 and 7, 2024, Heller created and circulated
doctored purchase agreements purporting to demonstrate a deal to buy out the ATM Funds’
investors’ interests.
162. In addition, on or about November 13, 2024, pursuant to a Court approved
stipulation, Heller and Paramount were to provide the Plaintiffs in the ATM Fund Litigation with
the inventory of ATMs and transfer title to the ATMs and information necessary to operate them.
Heller failed to comply.
163. Despite the stipulation and Court order, on or about November 21, 2024, Heller
sold ATMs belonging to the ATM Funds to a third-party and did not remit the proceeds of the
sale to the ATM Funds.
164. In or around mid-December 2024, Paramount terminated a majority of employees
and ceased operations.
VII. Defendants Violated the Federal Securities Laws
165. During the period 2017 through 2024, Defendants defrauded investors and
potential investors in the ATM Funds.
166. Defendants engaged in deceptive conduct including, but not limited to, falsifying
documents; using money from new investments to pay earlier investors; creating the cherry-
picked subset of the purported ATM network so that investors could only “randomly” select
high-performing ATMs; and misrepresenting, among other things, acquisition and operation of
ATMs, the number of ATMs owned and operated, the revenue generated by the ATMs, the cost of
the ATMs, and the tax depreciation associated with the ATMs.

28

167. Defendants obtained money or property by means of false statements to investors,
including investor funds that were transferred from the ATM Funds to Paramount, margin
payments and other investor funds that were transferred to Prestige, and money that Heller
misappropriated from investors.
168. All of the misrepresentations and omissions set forth herein, individually and in
the aggregate, are material.
169. Defendants acted knowingly and/or recklessly.  Among other things, Heller,
Paramount, and Prestige knew, or were reckless in not knowing, that they w ere engaging in
deceptive conduct and making materially false and misleading statements in connection with the
purchase, sale, or offer for sale of securities.  For example, Heller knew, or was reckless in not
knowing that when he was soliciting investors, Prestige and Paramount were not using investor
funds as intended and investors were largely being repaid with new investor money, not with
revenues from ATMs.  Heller also knew, or was reckless in not knowing, that he misappropriated
funds.
170. Heller and Prestige made false statements of material fact and omitted to state
material facts necessary to make statements made not misleading.
171. Heller and Prestige made false and misleading statements to existing investors
and prospective investors in the materials and other written communications to existing investors
and prospective investors.
172. Defendants employed a device, scheme or artifice to defraud and engaged in acts,
transactions or courses of business that operated as a fraud or deceit upon investors.

29

173. In perpetrating the fraud, Defendants used the means or instruments of interstate
commerce or of the mails, or the facility of a national securities exchange, including by sending
numerous documents containing false statements via e-mail.
174. The conduct described herein was in connection with the purchase or sale of
securities and in the offer or sale of securities.
175. Defendants used the means or instruments of interstate commerce or the mails,
including e-mails, to perpetrate their fraud.
CLAIMS FOR RELIEF
FIRST CLAIM
Violations of Section 17(a) of the Securities Act
(All Defendants)
176. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 175, inclusive, as if they were fully set forth herein.
177. By engaging in the conduct alleged herein, Defendants Heller, Paramount, and
Prestige knowingly or recklessly or, with respect to subparts b and c below, at least negligently,
in the offer or sale of securities, directly or indirectly, singly or in concert, by the use of the
means or instruments of transportation or communication in interstate commerce, or the means
or instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange:
a. employed devices, schemes or artifices to defraud;

b. obtained money or property by means of untrue statements of material fact, 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; and

c. engaged in acts, transactions, practices, or courses of business that operated as a
fraud or deceit upon offerees, purchasers, and prospective purchasers of
securities.

30

178. By engaging in the foregoing conduct, Defendants Heller, Paramount, and
Prestige violated, and unless restrained and enjoined will continue to violate, Section 17(a) of the
Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Defendants Heller and Prestige)
179. The SEC realleges and incorporates by reference each and every allegation in
paragraphs 1 through 175, inclusive, as if they were fully set forth herein.
180. By engaging in the conduct alleged herein, Defendants Heller and Prestige
directly or indirectly, by use of the means or instruments of interstate commerce or of the mails,
or the facility of a national securities exchange, in connection with the purchase and sale of
securities described herein, knowingly or recklessly:
a. employed devices, schemes, or artifices to defraud;

b. made untrue statements of material facts and 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; and

c. engaged in acts, practices, and courses of business which operated or would
operate as a fraud or deceit upon any person, in connection with the purchase or
sale of any security.

181. By reason of the foregoing, Defendants Heller and Prestige, directly and
indirectly, violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange
Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

32

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by committing or engaging in
specified actions or activities relevant to such violations.
II.
 Ordering Defendants to disgorge all ill-gotten gains with prejudgment interest, to effect the
remedial purposes of the federal securities laws.
III.
 Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)] and 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)].
IV.
 Ordering that Defendant Heller is barred from serving as an officer or director of any
company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. §
78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
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)].
V.
 Ordering that Defendant Heller is enjoined from directly or indirectly, including, but not
limited to, through any entity owned or controlled by him, participating in the issuance,
purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent
him from purchasing or selling securities for his own personal account.
VI.
Granting such other and further relief as this Court may determine to be just and
necessary.

33
JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this
case be tried to a jury.
Respectfully submitted,
By: s/ John V. Donnelly III
John V. Donnelly III, Esq.
Gregory Bockin, Esq.
Julia C. Green, Esq.
Suzanne Abt. Esq.
Securities and Exchange Commission
Philadelphia Regional Office
1617 JFK Blvd., Suite 520
Philadelphia, PA 19103
Telephone: (215) 597-3100
Facsimile: (215) 597-2740
E-  mail:  [email protected]
ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE
COMMISSION
D
ated:  September 3 , 2025

APPENDIX A

Prestige Investment Group LLC
Prestige Funds Management, LLC
Prestige Funds Management II, LLC
Prestige Funds Management III, LLC
WF Velocity Funds Management, LLC
Prestige Fund A, LLC
Prestige Fund A IV, LLC
Prestige Fund A IX, LLC
Prestige Fund B, LLC
Prestige Fund B II, LLC
Prestige Fund B IV, LLC
Prestige Fund B V, LLC
Prestige Fund B VI, LLC
Prestige Fund B VII, LLC
Prestige Fund B BTM I, LLC
Prestige Fund E I, LLC
Prestige Fund A II, LLC
Prestige Fund A V, LLC
Prestige Fund A VI, LLC
Prestige Fund A VII, LLC
Prestige Fund D III, LLC
Prestige Fund D, LLC *
Prestige Fund D IV, LLC *
Prestige Fund D V, LLC *
Prestige Fund D VI, LLC *
Prestige Fund D BTM I, LLC
WF Velocity I, LLC
WF Velocity Fund IV, LLC
WF Velocity Fund V, LLC
WF Velocity Fund VI, LLC
WF Velocity Fund VII, LLC
  *        Fund is co-managed by PFM II and PFM III.
ATMs owned by Fund
ATMs owned by investor

1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

: 
: 
: 

Plaintiff, 
: 
: 

Civil Action No. 

v. : 
: 

DARYL F. HELLER, PARAMOUNT 
MANAGEMENT GROUP, LLC, and 
PRESTIGE INVESTMENT GROUP, LLC, 

Defendants.            

:
:
:
:
: 

 : 

COMPLAINT 

1. From at least January 2017 through June 10, 2024, Defendants Daryl F. Heller,

Paramount Management Group, LLC (“Paramount”), and Prestige Investment Group, LLC 

(“Prestige”) perpetrated a Ponzi-like scheme exploiting retail investors.  Defendants raised more 

than $770 million from approximately 2,700 investors and caused losses of approximately $400 

million. 

2. Promising an approximately 25% return, Heller and Prestige sold investments in

funds that purportedly invested in automated teller machines (“ATMs”) managed and operated 

by Paramount. 

3. Heller used his control of both Paramount and Prestige to create the false

impression that Defendants were running a successful, nationwide network of ATMs, paying 

investors fixed monthly distributions from income earned from pooled ATM transaction fees and 

related charges. 

Case 5:25-cv-05036     Document 1     Filed 09/03/25     Page 1 of 35



 

2 
 

4. While Defendants operated a network of ATMs on behalf of investors, they 

misrepresented the size and profitability of that network to investors and potential investors. 

5. Defendants portrayed investments in the “ATM Funds” which consisted of at least 

the 26 investment funds managed by Prestige listed in Appendix A attached hereto, as safe, 

reliable, and able to consistently generate significant returns with the proceeds of their operation. 

6. However, Defendants knew or were reckless in not knowing that the ATM 

network generated hundreds of millions less in operating income than Defendants needed to fund 

promised investor distributions. 

7. During the 2017 to 2024 time period, Defendants paid distributions to investors 

primarily using money raised from new investments and from high-interest, short-term loans 

from merchant cash advance companies. 

8. During that period, Defendants used only a fraction of investor funds to purchase 

ATMs, and many of the ATMs they purchased were old machines and in disrepair, which they 

left sitting in warehouses. 

9. In addition, Heller misappropriated approximately $185 million of investor funds 

for his own benefit, including for personal expenses, like a beach house on the New Jersey shore, 

and to finance other businesses he owned.  And he caused tens of millions more to be paid to 

fund managers who recruited new investors. 

10. In the spring 2024, Defendants’ scheme began to collapse.  As investors stopped 

making new investments, Defendants stopped making payments to existing investors. 

11. From April 2024 through the end of the year, Defendants offered investors a series 

of excuses and promised future payments and, eventually, claimed that they would buy out the 

investors’ interests in the ATM Funds.  But, despite their promises, Defendants never made any 

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3 
 

additional payments.  Through their conduct, Defendants defrauded investors out of hundreds of 

millions of dollars.   

12. By engaging in the conduct described in this Complaint, Defendants violated, 

directly or indirectly, and unless enjoined will continue to violate, Section 17(a) of the Securities 

Act of 1933 (“Securities Act”) [15 U.S.C. § 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]. 

JURISDICTION AND VENUE 

13. The Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C.§§ 78u(d), 78u(e), and 78aa]. 

14. Venue is proper in this district pursuant to Section 22(a) of the Securities Act [15 

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

transactions, acts, practices and courses of conduct constituting violations of the federal 

securities laws occurred within this district.  In addition, Heller resides in this district and 

Defendants maintain their principal places of business in this district.   

15. In connection with the conduct described in this Complaint, Defendants directly 

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

of the facilities of a national securities exchange. 

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4 
 

DEFENDANTS 

16. Daryl F. Heller, age 55, resides in Lititz, Pennsylvania.  Heller is the founder and 

Chairman of the Board of Directors of Paramount.  Heller is the founder and Chief Executive 

Officer of Prestige.  Heller is also the managing member, Chief Executive Officer, and majority 

owner of Heller Capital Group LLC, which is the majority owner of both Paramount and 

Prestige.  

17. Paramount Management Group, LLC is a Pennsylvania limited liability 

company with its principal place of business in Lancaster, Pennsylvania. 

18. Prestige Investment Group, LLC is a Pennsylvania limited liability company 

with its principal place of business in Lancaster, Pennsylvania.  “Individual 1” is the Vice 

President of Development for Prestige.  “Individual 2” is the President and minority member of 

Prestige. 

RELATED ENTITIES  

19. Heller Capital Group, LLC is a Delaware limited liability company with its 

principal place of business in Lancaster, Pennsylvania.  In 2014, Heller started Heller Capital 

Group, which he described as a “boutique private equity company.”  Over time, Heller Capital 

Group came to own numerous companies across various industries, including, cannabis, 

cryptocurrency, technology, financial services, and a restaurant.  Heller Capital Group is the 

majority member of Paramount and Prestige.  Heller is the managing member of Heller Capital 

Group. 

20. Prestige Funds Management, LLC (“PFM”) is a Delaware limited liability 

company with its principal place of business in Lancaster, Pennsylvania.  PFM is the manager of 

certain funds as listed on Appendix A. (These funds and the funds managed by Prestige Funds 

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5 
 

Management II, LLC and Prestige Funds Management III, LLC, described below, are referred to 

collectively as the “Prestige Funds.”)  Prestige is the manager of PFM. 

21. Prestige Funds Management II, LLC (“PFM II”) is a Delaware limited liability 

company with its principal place of business in Lancaster, Pennsylvania.  PFM II is the manager 

of certain funds as listed on Appendix A.  Prestige is the manager of PFM II. 

22. Prestige Funds Management III, LLC (“PFM III”) is a Delaware limited 

liability company with its principal place of business in Lancaster, Pennsylvania.  PFM III is the 

manager of certain funds as listed on Appendix A.  Prestige is the manager of PFM III. 

23. Company 1 is a Wyoming limited liability company with its principal place of 

business in Atglen, Pennsylvania.  Company 1 is a minority member of PFM II and PFM III.  

Company 1 solicits investors for various alternative investments, including the Prestige Funds, 

through its website, YouTube videos, podcasts, seminars, and emails.  Individual 1 is the founder 

and CEO of Company 1. 

24. WF Velocity Funds Management, LLC (“WFVFM”) is a Delaware limited 

liability company with its principal place of business in Lancaster, Pennsylvania.  WFVFM is a 

manager of certain funds as listed on Appendix A.  (These funds are referred to as the “WF 

Velocity Funds.”)  (PFM, PFM II, PFM III, and WFVFM are referred to collectively as the 

“Fund Managers.”)  Prestige is the manager of WFVFM.  Individual 3, through one or more 

entities, is a minority member of WFVFM and operates a website and podcast soliciting 

alternative investment opportunities, including investments in the WF Velocity Funds managed 

by WFVFM. 

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6 
 

FACTS 

I. Heller Controlled Prestige and Paramount 

25. Heller controlled both Prestige and Paramount.  Heller was the managing member 

of Heller Capital Group, which in turn was the managing member of both Prestige and 

Paramount.  Heller served as the Chief Executive Officer of Prestige and Chairman of the Board 

of Paramount. 

26. Between 2017 and 2024, Prestige and Paramount had offices located in the same 

building in Lancaster, PA, but they had separate employees, separate office space, and separate 

entrances. 

27. Between at least 2017 and 2024, Heller controlled the flow of information and 

money between Prestige and Paramount.  Heller had access to the offices, books and records, and 

bank accounts of both Prestige and Paramount. 

28. Employees for Prestige and Paramount followed Heller’s direction. 

A. Prestige 

29. In 2011, Heller and Individual 2 formed Prestige to invest in ATMs. 

30. Initially, Heller and Individual 2 solicited friends and family to invest in ATMs via 

Prestige.  They later contracted with Paramount, which was also controlled and managed by 

Heller, to operate and service the ATMs. 

31. Prestige’s ATM network grew, and in 2016, Heller and Individual 2 began 

creating Prestige Funds, which invested in ATMs. 

32. In approximately 2016, Heller and Individual 2 partnered with Individual 1 and 

his company, Company 1, to offer membership interests in Prestige Funds to investors.  As set 

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7 
 

forth in Appendix A, the Prestige Funds generally had names beginning “Prestige Fund” “A,” 

“B” or “D” followed by roman numerals or additional letters.  

33. In approximately 2020, Heller and Individual 2 partnered with Individual 3 to 

offer membership interests in the WF Velocity Funds, which were also designed to invest in 

ATMs.  The WF Velocity Funds generally had names beginning “WF Velocity” followed by 

roman numerals. 

34. With the creation of the ATM Funds, based on information provided by Heller, 

Prestige, directly or indirectly through the Fund Managers, handled investor relations, including 

solicitation and onboarding ATM Fund investors, handling the necessary paperwork, and 

communicating with potential and existing investors. 

35. Prestige processed all capital activity for investors, receiving investments from 

and making disbursements to investors. 

36. Prestige also provided account statements and distribution notices to investors in 

the ATM Funds.  The account statements included the amount of the investment, the monthly 

distribution history for the year, and the name of the ATM portfolio in which the ATMs were 

purportedly located. 

37. The distribution notices included additional details regarding the portfolio of 

ATMs in which the investor had purportedly invested, including monthly statistics on the number 

of ATMs, ATM transactions, and ATM fee revenue. 

38. Each spring Prestige provided Schedule K-1 tax forms to many investors 

reflecting their purported share of ATM income and depreciation, and state-specific Schedule K-

1 tax forms based on the purported location of the ATMs. 

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39. In addition, Prestige provided the ATM Funds, and in some cases individual 

investors, with bills of sale purporting to show purchases of ATMs.  Prestige obtained the 

information to include in these forms from Heller and Paramount.  The bills of sale generally 

included the ATM serial numbers or terminal identification (“TID”) numbers (a unique identifier 

assigned to each ATM that is issued to identify the specific ATM that processed a transaction), 

the purchase price, the quarter-end date in which the ATMs were purportedly purchased, and, at 

times, the states where the ATMs were purportedly located. 

B. Paramount 

40. In 2011, Heller formed Paramount.  Heller controlled Paramount’s operations, 

financial reporting, and bank accounts.  The private placement memorandum for Prestige Fund D 

VI states: “Daryl Heller has absolute control of Paramount.” 

41. Through Management Services Agreements between Paramount and the ATM 

Funds, in exchange for compensation, Paramount was responsible for providing ATM operation 

services to the ATM Funds.   

42. Among other things, Paramount’s responsibilities included identifying ATMs to 

be purchased by the ATM Funds, acquiring the ATMs and selling them to the ATM Funds, 

entering into location agreements with third-party retailers or other facilities in which the ATMs 

were placed, installing the ATMs, maintaining the ATMs, and operating the ATMs. 

43. On a monthly basis, Paramount was to transfer money derived from the operation 

of the ATMs to each of the ATM Funds to pay the investors’ distributions, which the ATM Funds 

were then to transmit to investors. 

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9 
 

44. Paramount’s business operations extended beyond its relationship with Prestige 

and the ATM Funds.  As an ATM Independent Sales Organization, Paramount had agreements 

with owners or managers of ATMs to facilitate the processing of ATM transactions.   

II. The ATM Funds 

45. The Prestige and WF Velocity Funds consisted of at least 26 Funds which 

invested in ATMs.  The LLC membership “interests” or “units” offered and sold in the ATM 

Funds are securities.   

46. The ATM Funds pooled investors’ money.  The pooled money was to be used to 

purchase ATMs, which were combined into investment portfolios, and the expected revenue from 

the ATMs was to be pooled and distributed to investors on a pro-rata basis. 

47. The investors were passive.  The investors did not control how the money they 

invested was used and expected the profits on their investments to be derived from the efforts of 

others, including Heller and Paramount.   

48. Heller was responsible for determining when a particular ATM Fund was opened 

or closed for investment, and the size of the offering.  Heller was also responsible for directing 

the flow of investor cash from the ATM Funds to Paramount.  And, he oversaw the creation, 

management, tracking, and dissemination of bills of sale to the ATM Funds. 

49. Paramount, under Heller’s direction, was responsible for purchasing, operating, 

and maintaining the ATMs, and the associated costs, and sending revenue to the ATM Funds. 

A. The ATM Funds’ Structure and Terms 
 
50. While there are some differences across funds, for the most part, the structure of 

the funds, language in the offering documents, and financial terms of the investments were 

relatively consistent.   

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51. Heller controlled the drafting of private placement memoranda and other offering 

materials.   

52. The offering documents for the ATM Funds generally provided that, for a 

minimum investment of $52,000 (or for some funds, $104,000), investors could purchase 

interests in an ATM Fund, which would pay investors a set monthly distribution payment for a 

period of seven years. 

53. Through these offering materials, Heller and Prestige represented to investors that 

their investment would be used to acquire and operate ATMs.   

54. For example, Prestige Fund D VI’s private placement memorandum states: “The 

Fund intends to use the entirety of an Investor’s capital contribution to purchase and operate 

ATMs.”  Similar representations were made by other funds.   

55. The offering materials also represented that the payments to investors would 

derive from the revenues generated by the operations of the ATMs that the fund purchased, and 

that investors would receive the return of their principal plus a profit over the seven years. 

56. For example, Prestige Fund D VI’s private placement memorandum provided that 

for the purchase of a membership interest for $52,000, an investor would receive $1,081 per 

month for eighty-four months.  The private placement memorandum states: “Distributions will 

be made through profits of the Fund derived through the Fund’s ownership and operation of 

ATMs.”  Similar representations were made by other funds.    

57. Investors were paid monthly and, after investors received their payments from the 

ATM revenues, the Fund Managers were to receive payment.  Prestige and the Fund Managers 

referred to the payments to the Fund Managers as “margin payments.” 

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58. Pursuant to the offering materials, if the ATM Funds were unable to use the 

investments to purchase ATMs, the deal was to be rescinded, and the investment returned to the 

investor. 

59. The offering materials provided that at the end of the seven-year period, 

Paramount paid investors a small amount for the scrap value of the ATMs.  And, at the end of the 

seven-year period, Prestige emailed investors to solicit investment in a new ATM Fund. 

60. Many investors invested in multiple ATM Funds. 

B. Some Funds Differed  

61. While most of the (at least) 26 ATM Funds sold a membership interest in a pool of 

ATMs, the Prestige A Funds and WF Velocity I fund, which include 8 of the ATM Funds, 

purported to sell investors physical ATMs, which were maintained and operated by Paramount. 

See Appendix A for a list of funds and ATM ownership structures, though certain funds may have 

had more than one manager involved.   

62. In practice, however, investment in the Prestige A Funds and WF Velocity I Fund 

worked the same as investment in the other funds in that investors made passive investments in 

increments of $52,000 (or for certain funds $104,000); those investments were pooled to 

supposedly purchase a portfolio of ATMs; and the anticipated investment returns were to be 

pooled, equalized, and paid to investors in the funds on a pro-rata basis.     

63. Like investors in the other ATM Funds, investors in the Prestige A Funds and WF 

Velocity I Fund had no right to select, control, or operate the ATMs. 

64. And, as with the other ATM Funds, investors who invested in the Prestige A 

Funds and WF Velocity I Fund were passive and expected the profits on their investment to be 

derived from the efforts of others, including Heller and Paramount. 

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65. In addition, two of the ATM Funds, Prestige Fund B BTM I and Prestige Fund D 

BTM I, held Bitcoin ATMs.  Investments in these funds were supposed to function the same as 

the investments in the other ATM Funds but differed by requiring investment in increments of 

$120,000 and paying a set monthly distribution payment for a period of six, not seven, years. 

66. For all of the ATM Funds, regardless of their structure, Heller had authority over 

where investor money was sent, what money was provided to investors, and false information 

provided to investors and prospective investors about the performance of the ATM Funds.   

III. Defendants Solicited Investors 

67. In total, across the ATM Funds, approximately 2,700 investors, most of whom 

were retail investors, invested a total of at least $770 million. 

68. Many of the investors were members of the Amish and Mennonite communities in 

the Lancaster, Pennsylvania area, the same area where Heller resides. 

69. Defendants, on their own and acting with and through others, including 

Individuals 1, 2, and 3, solicited investors in the ATM Funds through email, podcasts, YouTube 

videos, meetings, seminars, and investor presentations. 

70. Marketing materials provided to investors, which Heller participated in drafting, 

promoted the benefits of investing in the ATM Funds, including consistent projected returns, 

growth in ATM usage, collateral (i.e., the ATMs) backing the investment, and risk management 

provided by a federally chartered bank, which allowed Paramount to route transactions through 

its network of ATM processors. 

71. Heller and Prestige prepared and disseminated the marketing materials. 

72. Heller reviewed and approved investor presentations shown to investors and 

potential investors. 

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73. Marketing brochures for some ATM Funds, titled ATM Investment Summaries 

and Executive Summaries, which were provided to investors and potential investors, stated that 

ATMs were compliant with industry standards, and that “[a]lmost exclusively, these ATMs are 

replacing existing ATMs.” 

74. ATM Investment Summaries and Executive Summaries also stated that 

Paramount had “performed 24+ month of diligence on transactional data” in selecting the ATM 

portfolio being acquired. 

75. In addition to marketing the investment in the ATM Funds as profitable with low 

risk, Heller and Prestige also touted certain tax benefits, claiming investors could take 

depreciation on the ATM assets, which allowed investors to allocate and deduct the cost of the 

ATMs. 

76. ATM Investment Summaries and Executive Summaries included a table setting 

forth the projected investor returns for 7 years, including net cash flow and depreciation impact 

per year.  These summaries advertised investor profits of approximately 25%. 

77. Heller drafted the language and the projected return tables found in the Executive 

Summaries, which were also incorporated into the ATM Investment Summaries.   

78. In ATM Investment Summaries and Executive Summaries and other Prestige 

marketing materials, Prestige, directly and through others, touted Prestige’s consistent historical 

returns, Paramount’s ranking as a top 5 ATM operator in the United States, tax benefits, and the 

investment in the ATM Funds being a hedge against market risk. 

79. Heller and Individual 2 directly solicited investors both locally and out of state, 

and Individual 1 and Individual 3 promoted the ATM Funds to investors across the United States, 

including through their respective websites and podcasts. 

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80. Individual 1 appeared frequently as a guest on alternative investment podcasts and 

was also a featured speaker at seminars on alternative investments. 

81. On several occasions, Heller joined Individual 1 or Individual 3 for online 

presentations and participated with Individual 1 in seminars for prospective investors in 

Lancaster.  Heller also traveled out of state to join Individual 2 in meetings with investors.    

IV. The ATMs Generated Insufficient Revenue to Make the Agreed Upon Payments to 
Existing Investors 
 
82. Defendants knew that between 2017 and 2024, the ATMs owned by the ATM 

Funds generated insufficient revenue to pay the promised distributions to investors.  Defendants 

also knew that during this period, they were using new investments to pay earlier investors 

because of this shortfall and that Heller was taking tens of millions of dollars for other improper 

purposes, including to support other businesses he owned. 

83. Paramount accounting personnel prepared and disseminated to Heller (and others) 

monthly financial reports that detailed the operating performance of Paramount’s ATM network, 

which included the ATMs owned by the ATM Funds and ATMs owned by third-parties. 

84. These reports reflected profit and loss statements and calculated gross profit and 

net operating revenue. 

85. According to these reports, the gross profit reflected the ATM network revenue 

(e.g., surcharge transaction revenue) less direct costs associated with operating the ATM network 

(e.g., commission payments to ATM location operators).  

86. The reports calculated net operating income by deducting from the “gross profit” 

certain indirect costs associated with operating Paramount’s business, such as salaries, rent, and 

utilities. 

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87. Defendants did not provide these monthly financial reports to investors in the 

ATM Funds. 

88. During the period 2017 through 2024, as set forth in the table below, investor 

distributions exceeded gross profit and net operating income by $310 million and $368.5 million, 

respectively. 

 

89. Because the ATM network did not generate sufficient profits to fund investor 

distributions, the Defendants primarily relied on new investor capital to cover the massive 

shortfall. 

V. Defendants Defrauded Investors 

A. Defendants Misrepresented the Source of Investor Distributions and Concealed 
from Investors that Distributions Were Funded by Ponzi-Like Payments and High-
Interest Rate Loans Arranged by Paramount and Heller 
 
90. Defendants misrepresented the source of funds used to pay investor distributions.  

91. Private placement memoranda, approved by Heller, falsely represented that 

investor monies would be used to purchase and operate ATMs and that monthly distributions to 

investors were paid from revenues derived from the operation of ATMs.  Account statements and 

distribution notices provided to investors falsely claimed that Defendants had spent investor 

funds to purchase and operate ATMs and that the ATMs were sufficiently profitable to pay the 

investor distributions. 

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92. In reality, Defendants funded investor distributions largely by using new capital 

contributions from other investors and partially from loans from multiple merchant cash advance 

companies. 

93. Indeed, contrary to what Heller and Prestige told investors, only a fraction of 

investor funds were actually used to purchase ATMs – and many of the ATMs that Paramount 

purchased were not operational and produced no revenue. 

94. ATM Investment Summaries and Executive Summaries provided to investors and 

prospective investors falsely claimed that ATMs were compliant with industry standards and that 

Paramount had conducted due diligence on the ATM portfolios being sold to investors. 

95. In practice, Heller directed Paramount to use investor monies to buy inexpensive 

ATMs or used and, at times, damaged ATMs with missing keyboards and hard drives, at prices 

that were much lower than what Paramount reported to the ATM Funds. 

96. Oftentimes, Paramount, at Heller’s direction, then stored the ATMs in warehouses 

around the country where they remained offline and generated no income at all. 

97. For example, equipment sale agreements and invoices show that between 2021 

and 2022, Paramount acquired at least 3,600 ATMs from “ATM Supplier 1,” many of which were 

damaged or otherwise inoperable, for a total price of $1.9 million, or approximately $527 per 

ATM.   

98. Heller, through Paramount, negotiated with ATM Supplier 1 to store the 

purchased ATMs in a warehouse in exchange for a monthly warehousing fee until Paramount 

authorized shipment.  Heller also arranged for ATM Supplier 1 to provide the serial numbers to 

Paramount for the purchased ATMs within a six-month period. 

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99. At Heller’s direction, Paramount then sold approximately 2,300 of these ATMs to 

the ATM Funds—and at Heller’s direction, Prestige caused the ATM Funds to purchase these 

ATMs—for $52 million, a markup of more than 4,200%.  Paramount and Heller provided bills of 

sale to Prestige containing serial numbers from the ATMs, without disclosing to investors that the 

ATMs were sitting unused in warehouses. 

100. These ATM sales to the ATM Funds generated more than $50 million for Heller 

and Paramount, which could be used to make payments to earlier investors in a Ponzi-like 

manner and/or to funnel money to Heller’s other businesses.   

101. Other times, at Heller’s direction, Paramount failed to purchase any ATMs for 

investors, despite receiving funds from Prestige. 

102. For example, in November 2023, Heller caused Defendants to use substantially all 

of $14.5 million in new investments to pay off earlier investors.  Specifically, between November 

7, 2023 and November 29, 2023, various Prestige Funds raised approximately $14.5 million and 

transferred substantially all of that money to Paramount.  During the same period, Paramount 

transferred substantially all of that money to various ATM Funds to pay earlier investors. 

103. In addition, Defendants also used loans from merchant cash advance companies 

and other sources to supplement Paramount’s funds to meet monthly investor payment 

obligations. 

104. For example, in early April 2024, Heller caused Paramount to enter into an 

agreement to sell nearly $2.7 million of its future ATM receivables from various Prestige and WF 

Velocity Funds to “Merchant Cash Advance Company 1” for an upfront payment of $2 million. 

105. Essentially, Paramount borrowed $2 million from Merchant Cash Advance 

Company 1 and agreed to pay back nearly $2.7 million only twenty weeks later.  After Merchant 

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Cash Advance Company 1 wired $1.94 million to a Prestige-related account, that money was 

immediately transferred to an ATM Fund, Prestige Fund D V, and used to make distributions to 

investors. 

106. Heller’s practice of using high-interest loans to fund distribution payments only 

further exacerbated the shortfall between the revenue that the ATMs generated for the ATM 

Funds and the amounts that Prestige promised to pay investors. 

107. Contrary to what Defendants told investors and prospective investors, the ATMs 

did not generate sufficient revenues to pay investors their distributions.  Instead, there was a 

massive shortfall, and Defendants used money from new investments and loans from merchant 

cash advance companies and other sources to make payments to investors.    

B. Defendants Misrepresented the Size and Profitability of the ATM Network  
 
108. During the relevant time period, 2017 through 2024, Heller and Prestige, directly 

or through the Fund Managers, told prospective investors through private placement memoranda, 

marketing materials, and investor presentations that their capital contributions would be pooled 

with the capital contributions of other investors in the ATM Funds and would be used to purchase 

and operate ATMs.  They also told investors that their distribution payments would come from 

the revenues generated by the ATMs.  Heller and Prestige knew or were reckless in not knowing 

that these representations were false. 

109. Prestige misrepresented to investors and prospective investors that Paramount 

would purchase ATMs using their investments and falsely led current investors to believe that 

ATMs had been purchased on their behalf. 

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110. In reality, only a small portion of the ATMs that Prestige represented that 

Paramount purchased for the benefit of the ATM Fund investors were actually purchased and 

deployed. 

111. Instead, Paramount, at Heller’s direction, often either purchased ATMs that it 

stored in warehouses, or never purchased the ATMs at all. 

112. As a result, Defendants inflated the number of ATMs they claimed that the ATM 

Funds owned and the revenue generated by those ATMs. 

113. At Heller’s direction, Prestige created account statements and distribution notices 

that were provided to investors containing false information regarding the number of ATMs in 

operation.     

114. Heller and Paramount provided the false information to Prestige regarding the 

number of ATMs and revenue generated by the ATMs.  Heller directed Prestige employees to 

create the monthly statements and distribution notices and provide them to investors. Heller and 

Paramount also caused Prestige to distribute bills of sale with false information to the ATM 

Funds or investors. 

115. In addition, each spring, Prestige, under Heller’s direction, provided Schedule K-

1s to many investors for tax purposes.  The schedule K-1s, which also contained false 

information, included the investors’ purported share of ATM revenue and depreciation, and state-

specific Schedule K-1s based on the purported location of the ATMs. 

116. Paramount’s internal records that were provided to Heller contradict the inflated 

numbers Defendants reported to investors in the distribution notices.   

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117. Paramount’s accounting department’s monthly financial reports provided detailed 

information to Heller concerning Paramount’s ATM network, including active ATMs and profits 

and losses generated by the ATMs. 

1. Paramount’s Internal Records Show Fewer ATMs than Defendants Reported to 
Investors 
 

118. There were substantial discrepancies between Paramount’s internal reports, which 

were provided to Heller, and the information provided to investors via distribution notices 

regarding the number of ATMs in service.  Aggregating the distribution notices makes these 

differences clear.  For example, for the first quarter of 2022, the aggregated distribution notices 

show that Prestige reported to investors that the ATM Funds had 12,907 ATMs in service, but the 

internal Paramount records reflect only 7,381 ATMs—a difference of more than 5,500 ATMs. 

Similarly, for the third quarter of 2023, the aggregated distribution notices show that Prestige 

reported to investors that the ATM Funds had 27,807 ATMs in service, but the internal 

Paramount records reflect only 17,244 ATMs—a difference of more than 10,500 ATMs.  

Moreover, the discrepancy is likely even greater because Paramount’s internal reports included 

ATMs not owned by the ATM funds.  

119. Many investors made additional investments in the Prestige ATM Funds after 

receiving false information in distribution notices. 

120. Heller knew or was reckless in not knowing that the information being provided 

to investors about the number of ATMs was false or misleading. 

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2. Defendants Misrepresented the Amount of Revenue Generated by the ATMs 
Owned by the ATM Funds 

 
121. Heller also caused Prestige to report inflated revenues generated by the ATMs 

owned by the ATM Funds through monthly emails containing false portfolio statistics provided 

to a Prestige employee, which were included in distribution notices to investors.  Again, 

aggregating the distribution notices provided to investors makes this clear.   

122. The table below compares the total ATM fee revenue (in millions) reflected across 

the distribution notices provided to investors to the operating revenue reflected in Paramount’s 

internal monthly financial reports. 

 

123. For example, for the first quarter of 2022, using false data provided by Heller and 

Paramount, when aggregating the distribution notices, Prestige represented to investors that the 

network of ATMs held by the ATM Funds generated $32.6 million more in fee revenue than 

reflected in Paramount’s own internal reports. 

124. Over the twenty-one-month period between January 2022 and September 2023, 

Prestige falsely represented to investors that the ATMs held by the ATM Funds generated more 

(in millions)

Period
Investor

Distribution
Notices

Internal 
Paramount
Records

Difference

Q1 2022 50.0$                    17.4$                32.6$            
Q2 2022 55.8                      20.4                  35.4              
Q3 2022 59.4                      20.4                  39.0              
Q4 2022 64.0                      20.0                  44.0              
Q1 2023 98.2                      22.6                  75.6              
Q2 2023 106.6                    29.4                  77.2              
Q3 2023 113.0                    36.3                  76.7              

Subtotals 547.0$                  166.5$              380.5$          

ATM Fee Revenue Per:

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than $380 million more in fee revenue than they actually did.  (And, as with the number of ATMs 

in operation, the amount of revenue reflected in Paramount’s internal reports is likely also 

inflated.) 

125. These representations created the false impression that Paramount was operating 

one of the country’s largest ATM networks, producing significant profits and cash flows capable 

of funding monthly distribution payments to investors – and that those cash flows were 

increasing. 

126. The distribution notices disguised the fact that, contrary to what Prestige and 

Heller told investors, significant numbers of ATMs had never been purchased or were stored in 

warehouses and not operating, and actual revenue from ATMs was insufficient to pay the 

distributions to investors.  Contrary to what Heller and Prestige told investors, distributions to 

investors were being largely funded by new capital contributions from other investors. 

127. Many investors made additional investments in the Prestige ATM Funds after 

receiving false information in distribution notices. 

128. Heller knew or was reckless in not knowing that the information being provided 

to investors about the ATM revenue was false or misleading. 

C. Defendants Deceived Investors and Potential Investors with Rigged ATM Portal  
 
129. In addition to providing investors with false documents, Defendants engaged in 

other deceptive conduct during presentations for investors held in Prestige’s and Paramount’s 

offices. 

130. Heller and Paramount manipulated Paramount’s ATM portal to make the network 

of ATMs appear more profitable. 

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131. Heller instructed a Paramount employee to create a portal subset that included 

only several hundred of Paramount’s highest transaction-volume ATMs. 

132. At an in-person presentation regarding the ATMs held by the ATM Funds and as 

part of investor due diligence, investors were allowed to select ATMs at “random” from what 

they were led to believe was the complete set of the ATMs held by the ATM Funds, to see the 

details of the performance of specific ATMs.  However, in reality, they were selecting from the 

cherry-picked subset consisting of high-performing ATMs that Heller had directed the Paramount 

employee to create. 

133. Heller did not disclose to the investors that they were “randomly” selecting from 

the cherry-picked subset of ATMs, so that any ATM selected would be assured to be high 

performing.   

D. Defendants Misappropriated and Misused Investors’ Funds  
 
134. In addition to deceiving investors to conceal that Defendants were using some of 

their investments to make Ponzi-like payments to earlier investors, Defendants also failed to 

disclose to investors that they were comingling funds, misusing investors’ funds, and 

misappropriating investors’ money for the benefit of Heller and entities affiliated with him. 

135. Between 2017 and 2023, Heller took investor money for his own benefit, causing 

more than $185 million to be transferred from Paramount to various entities owned and/or 

controlled by Heller.   

136. For example, Heller directed that $92 million be transferred to a family of 

companies referred to as Blackford, which are companies primarily owned by Heller, to repay 

outstanding loan obligations, pay operating expenses, and make distributions to other entities 

Heller controlled. 

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137. Similarly, approximately $45 million was transferred to Heller Capital Group, 

Heller’s holding company, that directed his personal investments in various industries and was 

otherwise used by Heller to make transfers to his personal bank account. 

138. And, approximately $27 million was cumulatively transferred to two cannabis-

related businesses owned by Heller. 

139. The ATM Funds did not have any ownership in the Blackford companies, Heller 

Capital Group, or the cannabis-related companies, and did not participate in, or benefit from, 

distributions paid from the transfers from Paramount to these entities.  

140. Heller used investor funds that were transferred to Heller Capital Group bank 

accounts for personal expenses, including $3.8 million for personal tax payments.  He also used 

approximately $1.5 million from a Paramount account for the purchase of a beach house.   

141. In addition, Heller misused investor funds by causing millions in payments to be 

made to Fund Managers.   

142. Fund Managers’ duties included, among other things, recruiting new investors. 

143. According to the private placement memorandums for most funds, margin 

payments were to be made to Fund Managers only if revenues received from the ATMs exceeded 

obligations due to investors and other expenses.   

144. As noted above, because of the lack of actual substantial ATM revenue generated 

at Paramount, there was not excess ATM revenue, but instead a shortfall.  Heller knew that the 

money sent to the ATM Funds from Paramount consisted mostly of re-circulated investor funds, 

and not ATM revenue.   

145. Nevertheless, Heller caused margin payments to be sent to the Fund Managers 

totaling at least $60 million ($8.2 million of which went back to Heller himself).     

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VI. Defendants’ Fraud Unravels 

A. Without Money from New Investments, Defendants Failed to Pay Existing Investors 
 
146. When investors stopped making new investments, Defendants’ scheme collapsed. 

147. In 2023, Individual 1 asked Heller for financial performance information, 

including audited financial statements, for Paramount and Prestige. 

148. In December 2023, after Heller failed to act on Individual 1’s request, Individual 

1 told Heller that he would not solicit any new investments. 

149. Individual 1 did not bring in any investments in 2024.  Subsequently, by April 

2024, Individual 3 also did not bring in any investments. 

150. In April 2024, with the spigot of new money running dry, Prestige stopped paying 

monthly distributions to investors. 

B. Heller Offers Excuses for the Failure to Pay 

151. Heller provided investors with false and misleading excuses for the failure to pay 

distributions, including the cost of compliance with required ATM upgrades, Paramount’s 

purported acquisition of a large ATM portfolio resulting in short-term cash flow issues, and a 

potential buyout of investors by an unnamed private equity firm.  

152. In an email dated April 29, 2024—the day before a monthly payment was due—

Heller declared to the ATM Fund investors that the monthly payment was being changed to a 

quarterly payment and that the next payment would be made on June 30, 2024.  However, no 

quarterly payment was made in June 2024 or afterward. 

153. Subsequently, Heller informed investors that the quarterly payments would not be 

made, but that he would “buy out” the investors’ interests.  The purported buyout never 

happened. 

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C. Heller, Paramount, Prestige and Others Are Sued 

154. Between 2017 and June 2024, Defendants obtained approximately $770 million 

from investors in the ATM Funds, and have injured those investors by approximately $400 

million. 

155. By the summer of 2024, as Heller continued to promise investors that distribution 

payments were forthcoming and continued to miss payment deadlines, private lawsuits were 

filed. 

156. First, Individuals 1, 2, and 3 led litigation efforts on behalf of the ATM Fund 

plaintiffs against Paramount, in Prestige Fund A, LLC v. Paramount Management Group, LLC, 

No. CI 24-06012 (Pa. Com. Pl.) (“ATM Fund Litigation”). 

157. In addition, various third parties, including merchant cash advance companies, 

banks, and ATM vendors began filing lawsuits against Heller, Paramount, Prestige, the ATM 

Funds, and other Heller entities. 

158. Numerous actions were brought by lenders and Lancaster area banks alleging 

breach of contract relating to Heller’s failure to make payment on loans secured by sales of 

future ATM receivables or for which the ATMs had been pledged as collateral. 

159. In February 2025, Heller filed for Chapter 11 bankruptcy in New Jersey, where he 

owned a beach house.  In his bankruptcy petition, Heller listed unsecured claims totaling $137.4 

million.     

D. While the ATM Fund Litigation Was Pending, Heller Sold Portfolios of ATMs with 
No Benefit to the ATM Funds and Failed to Turn Over the ATM Network as 
Required 
 
160. While the ATM Fund Litigation was pending, Heller and Paramount negotiated 

additional time to purportedly seek a buyout of the investors’ interests.  However, during those 

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delays, Heller and Paramount sold various portfolios of ATMs for millions of dollars.  They did 

not remit the proceeds of these sales to the ATM Funds, but instead used them for other purposes. 

161. In addition, on or about November 6 and 7, 2024, Heller created and circulated 

doctored purchase agreements purporting to demonstrate a deal to buy out the ATM Funds’ 

investors’ interests. 

162. In addition, on or about November 13, 2024, pursuant to a Court approved 

stipulation, Heller and Paramount were to provide the Plaintiffs in the ATM Fund Litigation with 

the inventory of ATMs and transfer title to the ATMs and information necessary to operate them.  

Heller failed to comply. 

163. Despite the stipulation and Court order, on or about November 21, 2024, Heller 

sold ATMs belonging to the ATM Funds to a third-party and did not remit the proceeds of the 

sale to the ATM Funds. 

164. In or around mid-December 2024, Paramount terminated a majority of employees 

and ceased operations. 

VII. Defendants Violated the Federal Securities Laws 

165. During the period 2017 through 2024, Defendants defrauded investors and 

potential investors in the ATM Funds.  

166. Defendants engaged in deceptive conduct including, but not limited to, falsifying 

documents; using money from new investments to pay earlier investors; creating the cherry-

picked subset of the purported ATM network so that investors could only “randomly” select 

high-performing ATMs; and misrepresenting, among other things, acquisition and operation of 

ATMs, the number of ATMs owned and operated, the revenue generated by the ATMs, the cost of 

the ATMs, and the tax depreciation associated with the ATMs. 

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167. Defendants obtained money or property by means of false statements to investors, 

including investor funds that were transferred from the ATM Funds to Paramount, margin 

payments and other investor funds that were transferred to Prestige, and money that Heller 

misappropriated from investors. 

168. All of the misrepresentations and omissions set forth herein, individually and in 

the aggregate, are material.   

169. Defendants acted knowingly and/or recklessly.  Among other things, Heller, 

Paramount, and Prestige knew, or were reckless in not knowing, that they were engaging in 

deceptive conduct and making materially false and misleading statements in connection with the 

purchase, sale, or offer for sale of securities.  For example, Heller knew, or was reckless in not 

knowing that when he was soliciting investors, Prestige and Paramount were not using investor 

funds as intended and investors were largely being repaid with new investor money, not with 

revenues from ATMs.  Heller also knew, or was reckless in not knowing, that he misappropriated 

funds. 

170. Heller and Prestige made false statements of material fact and omitted to state 

material facts necessary to make statements made not misleading. 

171. Heller and Prestige made false and misleading statements to existing investors 

and prospective investors in the materials and other written communications to existing investors 

and prospective investors.   

172. Defendants employed a device, scheme or artifice to defraud and engaged in acts, 

transactions or courses of business that operated as a fraud or deceit upon investors. 

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173. In perpetrating the fraud, Defendants used the means or instruments of interstate 

commerce or of the mails, or the facility of a national securities exchange, including by sending 

numerous documents containing false statements via e-mail. 

174. The conduct described herein was in connection with the purchase or sale of 

securities and in the offer or sale of securities.   

175. Defendants used the means or instruments of interstate commerce or the mails, 

including e-mails, to perpetrate their fraud. 

CLAIMS FOR RELIEF 

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

(All Defendants) 

176. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 175, inclusive, as if they were fully set forth herein. 

177. By engaging in the conduct alleged herein, Defendants Heller, Paramount, and 

Prestige knowingly or recklessly or, with respect to subparts b and c below, at least negligently, 

in the offer or sale of securities, directly or indirectly, singly or in concert, by the use of the 

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

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

exchange: 

a. employed devices, schemes or artifices to defraud; 
 

b. obtained money or property by means of untrue statements of material fact, 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; and 

 
c. engaged in acts, transactions, practices, or courses of business that operated as a 

fraud or deceit upon offerees, purchasers, and prospective purchasers of 
securities. 

 

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178. By engaging in the foregoing conduct, Defendants Heller, Paramount, and 

Prestige violated, and unless restrained and enjoined will continue to violate, Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)]. 

SECOND CLAIM 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder  

(Defendants Heller and Prestige) 

179. The SEC realleges and incorporates by reference each and every allegation in 

paragraphs 1 through 175, inclusive, as if they were fully set forth herein. 

180. By engaging in the conduct alleged herein, Defendants Heller and Prestige 

directly or indirectly, by use of the means or instruments of interstate commerce or of the mails, 

or the facility of a national securities exchange, in connection with the purchase and sale of 

securities described herein, knowingly or recklessly: 

a. employed devices, schemes, or artifices to defraud; 
 
b. made untrue statements of material facts and 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; and 

 
c. engaged in acts, practices, and courses of business which operated or would 

operate as a fraud or deceit upon any person, in connection with the purchase or 
sale of any security. 

 
181. By reason of the foregoing, Defendants Heller and Prestige, directly and 

indirectly, violated and, unless enjoined, will continue to violate Section 10(b) of the Exchange 

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

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

specified actions or activities relevant to such violations.   

II. 

 Ordering Defendants to disgorge all ill-gotten gains with prejudgment interest, to effect the 

remedial purposes of the federal securities laws. 

III. 

 Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)] and 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. 

IV. 

 Ordering that Defendant Heller is barred from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

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)]. 

V. 

 Ordering that Defendant Heller is enjoined from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by him, participating in the issuance, 

purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent 

him from purchasing or selling securities for his own personal account. 

VI. 

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

necessary. 

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33 

JURY DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff demands that this 

case be tried to a jury. 

Respectfully submitted, 

By: s/ John V. Donnelly III 

John V. Donnelly III, Esq. 
Gregory Bockin, Esq.  
Julia C. Green, Esq. 
Suzanne Abt. Esq. 
Securities and Exchange Commission 
Philadelphia Regional Office 
1617 JFK Blvd., Suite 520 
Philadelphia, PA 19103 
Telephone: (215) 597-3100 
Facsimile: (215) 597-2740 
E-mail:  [email protected]

ATTORNEYS FOR PLAINTIFF 
SECURITIES AND EXCHANGE 
COMMISSION 

Dated:  September 3, 2025 

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APPENDIX A 

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Prestige Investment Group LLC

Prestige Funds Management, LLC Prestige Funds Management II, LLC Prestige Funds Management III, LLC WF Velocity Funds Management, LLC

Prestige Fund A, LLC

Prestige Fund A IV, LLC

Prestige Fund A IX, LLC

Prestige Fund B, LLC

Prestige Fund B II, LLC

Prestige Fund B IV, LLC

Prestige Fund B V, LLC

Prestige Fund B VI, LLC

Prestige Fund B VII, LLC

Prestige Fund B BTM I, LLC

Prestige Fund E I, LLC

Prestige Fund A II, LLC

Prestige Fund A V, LLC

Prestige Fund A VI, LLC

Prestige Fund A VII, LLC

Prestige Fund D III, LLC

Prestige Fund D, LLC *

Prestige Fund D IV, LLC *

Prestige Fund D V, LLC *

Prestige Fund D VI, LLC *

Prestige Fund D BTM I, LLC

WF Velocity I, LLC

WF Velocity Fund IV, LLC

WF Velocity Fund V, LLC

WF Velocity Fund VI, LLC

WF Velocity Fund VII, LLC

  *        Fund is co-managed by PFM II and PFM III. 

ATMs owned by Fund

ATMs owned by investor

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