The Securities and Exchange Commission (SEC) has taken legal action against Taino Lopez and Alexander Mehr, co-founders of Retail Ecommerce Ventures LLC (REV), and REV’s Chief Operating Officer, Maya Burkenroad.

The SEC’s complaint, filed on September 23, 2025, with the Florida Southern District Court, alleges that from approximately April 2020 through November 2022 the defendants raised approximately $112 million combined from hundreds of investors through fraudulent offerings from retail investors across the United States through the fraudulent offer and sale of securities issued by eight REV portfolio companies managed by REV and which Defendants formed and controlled.

REV’s primary business was purchasing distressed retail companies with name brand recognition and converting them into e-commerce only businesses. The securities offerings at issue involved offerings by REV and eight REV portfolio companies: Brahms LLC, Dress Barn Online, Inc., Franklin Mint Online, LLC, Linens ‘N Things Online, Inc., Modell’s Sporting Goods Online, Inc., Pier 1 Imports Online, Inc., RadioShack Online, LLC, and Stein Mart Online, Inc.

REV served as the holding company and manager of the REV Retailer Brands.

During the Relevant Period, the defendants sold securities in the form of unsecured notes promising up to 25% annualized returns as well as equity (membership units) with a monthly preferential dividend as high as 2.083%.

The purported purpose of the offerings was to raise capital to acquire the predecessor to each particular REV Retailer Brand and to raise additional operating capital for said REV Retailer Brand.

In connection with these offerings, Lopez and Mehr made material misrepresentations and omitted to state material facts necessary to make statements made, in light of the circumstances they were made, not misleading, about the success and profitability of REV’s business model and the REV Retailer Brands.

In at least one promotional video publicly available on the internet, Lopez touted REV’s approach as “one of the best strategies you can invest in.” Defendants further assured investors that while other businesses may be struggling, their portfolio companies were “on fire” and that “cash flow is strong.”

Defendants also assured investors that funds raised for a specific portfolio company would be used for that specific company, and that REV and the REV Retailer Brands have never failed to pay a single investor.

Contrary to these representations, while some of the REV Retailer Brands generated revenue, none generated any profits.

Consequently, in order to pay interest, dividends and maturing note payments, Defendants resorted to using a combination of loans from outside lenders, merchant cash advances, money raised from new and existing investors, and transfers from other portfolio companies to cover obligations.

At least $5.9 million of the returns distributed to investors were, in reality, Ponzi-like payments funded by other investors.

In addition, the defendants misappropriated approximately $16.1 million in investor funds, which was diverted for Lopez’s and Mehr’s personal use.

The SEC accuses the defendants of violations of Sections 17(a)(1) and 17(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(1) and (3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5(a) and (c) [17 C.F.R. § 240.10b-5(a) and (c)].

Defendants Lopez and Mehr allegedly violated, and Defendant Burkenroad aided and abetted Lopez and Mehr’s violations, of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)].

The regulator seeks permanent injunctions, officer and director bars, civil monetary penalties against the defendants. In addition, the SEC seeks disgorgement with prejudgment interest against Lopez and Mehr.