On January 18, 2024, the Securities and Exchange Commission (SEC) charged Loganville, Georgia resident Prosper E. Beyond Moore and his controlled entity, Prosperity Investments & Solutions, LLC ("Prosperity"), with defrauding numerous investors from the Nigerian-American community, who share Moore's religious background.

Case Summary

From around October 2021 to March 2023, Prosperity Investments & Solutions, LLC ("Prosperity") and its founder, Prosper E. Beyond Moore ("Moore"), raised over $1.4 million from more than 60 individual investors. The defendants promoted Prosperity as a reputable and substantial financial organization capable of providing investors with monthly profits of 50% through a diverse array of investments.

Contrary to these claims, the defendants used investor funds to pay other investors and cover personal expenses. To attract more investments and retain existing ones, they fabricated false account statements showing weekly returns exceeding 10% and monthly returns exceeding 40%. The defendants were aware that the invested money was not being used to generate the returns shown on the account statements. In reality, Prosperity did not invest most of the funds it received from investors. When investments were made, they resulted in losses exceeding $67,000.

Many investors were members of Moore's church, while others learned about Moore's offerings through religious affiliations within the Nigerian-American community.

Violations

Through the conduct described above, Moore and Prosperity have engaged in, and unless restrained and enjoined by this Court, will continue to engage in actions and practices that constitute violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (“Securities Act”) as well as Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder.

Defendants

1. PROSPER E. BEYOND MOORE

Prosper E. Beyond Moore, age 27, resides in Loganville, Georgia. During the relevant period, he conducted business as Prosperity Investment & Solutions, LLC, previously known as Prosperity, Investments & Lending, LLC.

Moore does not hold any professional licenses and has never been associated with a Commission-registered broker-dealer or investment adviser. He has not received financial or investment education from any accredited university or institution and lacks experience working with any company in the financial or investment industry.

2. PROSPERITY INVESTMENTS & SOLUTIONS, LLC

Prosperity Investments & Solutions, LLC is a Georgia corporation with its principal place of business in Winder, Georgia. Moore incorporated Prosperity on October 20, 2021, and serves as its registered agent and organizer. He is responsible for all business operations and decisions of Prosperity. Prior to August 26, 2022, the company operated under the name Prosperity, Investments & Lending, LLC.

Facts Of The Case

1. DEFENDANTS’ SOLICITATION EFFORTS

Prosperity was promoted to potential investors through social media accounts and a website, all of which were created, controlled, and authorized by Moore. The defendants specifically targeted individuals who, like Moore, identified as Christian and were of Nigerian descent.

Many of their investors were members of Moore's church or learned about Prosperity through religious networks. For instance, one investor, a preacher, discovered Prosperity through an online group called "Jesus Online."

The defendants leveraged shared religious beliefs to attract and retain investors, including biblical quotes and assurances in their communications that they were "trusting God that everything will be better than it was before." The website described Prosperity as an "exclusive investing and lending platform," claiming it provided "up to 50% profit of your investment MONTHLY" and a new source of passive income, allowing investors more time for their personal interests.

Prosperity's website allowed investors to create client accounts and offered investment opportunities with a minimum amount of $5,000 in one of three programs:

a. Silver Investment

With a lock-in period of one month, it offered up to 50% profit at the end of each 30-day investment period and charged a 10% investment fee deducted from the total profits.

b. Gold Investment

With a lock-in period of three months, it offered up to 50% profit at the end of each 30-day investment period and charged a 7% investment fee deducted from the total profits.

c. Platinum Investment

With a lock-in period of twelve months, it offered up to 50% profit at the end of each 30-day investment period and charged a 5% investment fee deducted from the total profits.

A "buy it now" button on the website provided a link with instructions for investors to send funds. In many cases, defendants sent a confirmation email with payment instructions to investors who had applied for the program through the website.

2. THE INVESTMENT CONTRACTS

After receiving an investor’s funds, the defendants issued an “Investment Agreement Contract” to each investor through the website and email. The agreement allowed Prosperity to use the invested capital in any way they deemed fit, including but not limited to trading or investing in stocks, ETFs, options, futures, mutual funds, real estate, businesses, organizations, and other entities.

The agreement also stated that investors would not have access to their funds during the selected investment period. According to the agreement, Prosperity would provide weekly investment profit growth updates corresponding to the investment programs or services. Investors could expect the delivery of their funds, capital, and profits within 5-10 business days after the last day of their pre-established investment period. Additionally, Prosperity was entitled to deduct a specified investment fee percentage from the investor’s profits and promised returns of up to 50% on the invested capital.

Between October 2021 and September 2022, Prosperity collected over $1.4 million in cash investments from more than 60 individual investors, with most choosing the Gold Investment program. The funds were pooled and deposited into accounts controlled by the defendants. Prosperity did not file any registration statement with the Commission for its securities offerings. The defendants did not verify the financial circumstances of the investors to whom they sold securities. They only collected basic information such as names, email addresses, mailing addresses, and desired investment amounts from prospective investors and did not determine whether any of the investors were accredited. Many of the investors to whom the defendants sold securities were unaccredited.

3. DEFENDANTS’ FRAUDULENT INVESTMENT SCHEME

a. False Statements to Prospective Investors

In their promotional materials, the defendants falsely portrayed Prosperity as a large and reputable financial organization with a diverse portfolio of highly profitable investments. For instance, videos posted on Prosperity’s Instagram and Facebook pages claimed that an “elite team of investors” from a “certified U.S. financial institution” would use their expertise to generate significant profits for investors. The defendants also told prospective investors that Prosperity held a "diverse range of investments" including, but not limited to, stocks, ETFs, options, futures, mutual funds, real estate, businesses, organizations, and various products.

Contrary to these claims, Moore was the only person managing the investment funds, and he had no formal training or experience in the securities industry. The defendants transferred some investor funds to brokerage accounts in Moore’s name, where he had exclusive trading authority, and traded stocks. These trades were largely unsuccessful, resulting in total losses of at least $67,000. No other investments were made with investor funds.

The defendants held no other assets that could generate returns for investors. In fact, they diverted some investor funds for Moore’s personal expenses. To keep the scheme afloat, the defendants took out a loan from an online lender to honor existing investors’ redemption requests and used new investor funds to pay existing investors. Despite this, the defendants continued to solicit funds from new investors by advertising that “Prosperity’s elite team of investors will work diligently to invest your capital and bring you back 50% return every month.”

b. Fabricated Performance Statements

To create the illusion that they were successfully investing in securities and making profits, the defendants generated recurring statements and "congratulations" letters. These documents, sent via email and U.S. mail, showed the purported growth of each investor's capital, frequently indicating weekly returns exceeding 10% and monthly returns exceeding 40%. The information in these letters and reports was entirely false.

The investment growth percentages depicted were fabricated, with no actual profits being made apart from the investors' initial contributions. The defendants sent these recurring email updates to investors, falsely touting the profitability of Prosperity's investments even during periods when no profits were made and no investment activities occurred. For example, several investors were told they had earned 45% returns between May 2, 2022, and June 3, 2022, despite no transactions occurring in Moore's brokerage accounts during that time, and the account balances remaining unchanged.

The defendants knew that investors would rely on these fabricated statements to reinvest their alleged profits with Prosperity. According to the investment contract terms, investors could withdraw their principal, profits, or both, minus Prosperity's fee, at the end of each investment period, or they could choose to reinvest their profits.

Several investors increased their investments or authorized reinvestment after receiving these fabricated performance statements.

c. False Excuses in Response to Investor Complaints

Beginning in mid-2022, the defendants were unable to pay investors whose contract terms had ended and who sought the return of their capital. Despite this, they continued to solicit new investors without informing them that Prosperity was unable to fulfill the terms of existing investment contracts. They also did not disclose this inability to existing investors.

To generate the funds necessary to return investor capital, the defendants obtained a $50,000 loan from an online lender, which they did not disclose to prospective investors. Prosperity’s website and social media accounts continued to claim that investors could expect monthly returns of up to 50%. Additionally, the defendants continued to issue fictitious performance statements to existing investors without revealing the loan or Prosperity’s failure to generate any revenue.

To explain delayed payments to concerned investors, the defendants fabricated a variety of excuses. They told some investors that the delays were due to lengthy closures of financial institutions for public holidays. They also claimed that the delays were due to efforts to grow Prosperity into a larger and more profitable investment company, including hiring additional personnel and complying with governing rules and regulations.

The defendants sent emails to investors stating that Prosperity was "in the process of hiring more accountants to handle the increased demand of clients and transactions," had "recently added new customer services representatives to [its] team" to handle customer calls, and would "follow up with the account managers" to explain changes to its investment plans. These emails assured investors that the "Accounting and Treasury Departments" and an "Executive Board" were working diligently to deliver profit checks. In reality, Moore was conducting all of Prosperity’s business operations and never hired additional personnel.

d. Targeting of Christian and Nigerian Communities

The investor pool was predominantly composed of individuals who identified as Christian and of Nigerian descent. Many of these investors were members of Moore's church or became aware of his offerings through religious networks. For instance, one investor, a preacher, mentioned that he and two other investors, also preachers, attended the same high school in Nigeria and discovered Prosperity through an online group called "Jesus Online."

The defendants appeared to leverage shared religious beliefs to attract and retain investors. Some communications from Moore included biblical quotes and assurances that they were "trusting God that everything will be better than it was before."

Claims For Relief

I. VIOLATIONS OF SECTIONS 5(A) AND 5(C) OF THE SECURITIES ACT

The defendants offered and sold securities, including promissory notes, using interstate transportation, communication, or mail. At the time of these offers and sales, no registration statement was in effect for the securities.

By the foregoing actions, the defendants have violated, and unless enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act.

II. VIOLATIONS OF SECTION 17(A)(1) OF THE SECURITIES ACT

Between October 2021 and March 2023, the defendants, in the offer and sale of the securities described herein, used interstate transportation, communication, and mail to directly and indirectly employ devices, schemes, and artifices to defraud purchasers of these securities, as described in detail above. The defendants knowingly, intentionally, and/or recklessly engaged in these fraudulent practices.

While engaging in the aforementioned conduct, the defendants acted with scienter, meaning they had the intent to deceive, manipulate, or defraud, or acted with a severe reckless disregard for the truth.

By the foregoing actions, the defendants have directly and indirectly violated, and unless enjoined, will continue to violate Section 17(a)(1) of the Securities Act.

III. VIOLATIONS OF SECTION 17(A)(2) AND (A)(3) OF THE SECURITIES ACT

Between October 2021 and March 2023, the defendants, in the offer and sale of the securities described herein, used interstate transportation, communication, and mail to directly and indirectly:

• Obtain money and property by making untrue statements of material fact and omitting material facts necessary to make the statements, under the circumstances in which they were made, not misleading; and
• Engage in transactions, practices, and courses of business that operated, and would operate, as a fraud and deceit upon the purchasers of these securities, as described in detail above.

The defendants have directly and indirectly violated, and unless enjoined, will continue to violate Sections 17(a)(2) and 17(a)(3) of the Securities Act.

IV. VIOLATIONS OF SECTION 10(B) AND RULE 10B-5 OF THE EXCHANGE ACT

Between October 2021 and March 2023, the defendants, in connection with the purchase and sale of the securities described herein, used interstate commerce and the mails to directly and indirectly:

• Employ devices, schemes, and artifices to defraud;
• Make untrue statements of material facts and omit material facts necessary to make the statements made, under the circumstances in which they were made, not misleading; and
• Engage in acts, practices, and courses of business that operated as a fraud and deceit upon the purchasers of these securities, as detailed above.

The defendants knowingly, intentionally, and/or recklessly engaged in these fraudulent devices, schemes, and artifices, made untrue statements of material facts and omitted material facts, and engaged in fraudulent acts, practices, and courses of business. In doing so, the defendants acted with scienter, meaning they had the intent to deceive, manipulate, or defraud, or acted with severe reckless disregard for the truth.

By these actions, the defendants have directly and indirectly violated, and unless enjoined, will continue to violate Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

Prayer For Relief

the Commission respectfully requests:

I. Permanent injunctions preventing the defendants and their officers, agents, servants, employees, and attorneys from violating, directly or indirectly, Sections 5(a), 5(c), and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

II. A permanent injunction preventing Defendant Moore from directly or indirectly participating in the issuance, purchase, offer, or sale of any security, provided that such injunction shall not prevent Moore from purchasing or selling securities listed on a national securities exchange for his personal account.

III. An order, pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act and the Court’s inherent equitable authority, requiring the defendants to disgorge all ill-gotten gains or unjust enrichment with prejudgment interest, to fulfill the remedial purposes of the federal securities laws.

IV. An order, pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act, imposing civil penalties against the defendants.

V. An order, pursuant to Section 21(d)(2) of the Exchange Act and/or Section 20(e) of the Securities Act, prohibiting Defendant Moore from acting as an officer or director of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act.

VI. Such other and further relief as the Court may deem just, equitable, and appropriate in connection with the enforcement of the federal securities laws and for the protection of investors.

Key Takeaways For Investors

1. DUE DILIGENCE IS CRUCIAL

Investors should conduct thorough research on the backgrounds and qualifications of those managing their investments. In this case, Moore had no formal training or experience in the securities industry, yet he was entrusted with significant investor funds.

2. VERIFY REGISTRATION AND COMPLIANCE

Ensure that the investment firm and its offerings are registered with the appropriate regulatory bodies. Prosperity Investments & Solutions did not file a registration statement with the SEC for its securities offerings, a red flag indicating potential non-compliance.

3. BEWARE OF UNREALISTIC RETURNS

Promises of exceptionally high returns, such as the 50% monthly profit claimed by Prosperity, are often indicative of fraud. Legitimate investments rarely offer such high returns consistently.

4. TRANSPARENCY AND COMMUNICATION

Reliable investment firms provide transparent and accurate information. In this case, the defendants provided fabricated performance statements and false excuses for delayed payments, misleading investors about the true state of their investments.

5. AVOID OVER-RELIANCE ON PERSONAL NETWORKS

While personal and community networks can be valuable, they should not replace proper due diligence. Many investors in this case were influenced by their shared religious and community ties with Moore, which clouded their judgment.

6. CHECK FOR PROFESSIONAL CREDENTIALS AND LICENSES

Verify that the individuals and firms handling your investments hold the necessary licenses and professional credentials. Moore did not hold any professional licenses or have any formal education in finance or investments.

7. UNDERSTAND INVESTMENT TERMS AND CONDITIONS

Read and understand the terms of the investment contracts thoroughly. Prosperity’s contracts included clauses that gave them broad discretion over the use of funds and restricted investors' access to their capital during the investment period.

8. MONITOR INVESTMENT PERFORMANCE REGULARLY

Regularly review the performance of your investments and verify the accuracy of the statements provided. The defendants in this case issued false statements to give the appearance of profitability.

9. REPORT SUSPICIOUS ACTIVITY

If you suspect fraudulent activity, report it to the appropriate authorities. Early reporting can prevent further losses and help regulatory bodies take timely action.

10. LEGAL RECOURSE AND RECOVERY

Be aware of the legal recourse available if you fall victim to investment fraud. The SEC's actions in this case include seeking disgorgement of ill-gotten gains and imposing civil penalties, which can aid in the recovery of investors' funds.

Key Takeaways For Financial Market Practitioners and Management

1. ADHERENCE TO REGULATORY COMPLIANCE

Strictly comply with all regulatory requirements, including the registration of securities offerings with the SEC. Failure to do so can result in severe legal consequences and damage to the firm's reputation.

2. TRANSPARENCY AND INTEGRITY

Maintain transparency and honesty in all communications with investors. Fabricating performance statements and misleading investors about the state of their investments are serious violations of trust and the law.

3. QUALIFIED PERSONNEL

Ensure that individuals managing investment funds have the necessary qualifications, licenses, and experience. Employing unqualified personnel can lead to poor investment decisions and legal issues.

4. ETHICAL MARKETING PRACTICES

Avoid making unrealistic promises or guarantees about investment returns. Marketing materials should accurately reflect the risks and potential returns of the investment products offered.

5. INVESTOR EDUCATION AND COMMUNICATION

Educate investors about the risks involved in their investments and provide clear, truthful information. Regular, accurate updates on the performance of their investments are essential for maintaining trust.

6. ROBUST INTERNAL CONTROLS

Implement and enforce strong internal controls to prevent fraud and mismanagement of funds. Regular audits and compliance checks can help identify and mitigate risks early.

7. CONFLICT OF INTEREST MANAGEMENT

Avoid conflicts of interest, and where they exist, disclose them transparently. In this case, Moore's personal use of investor funds represents a significant conflict of interest.

8. RISK MANAGEMENT PRACTICES

Develop and follow comprehensive risk management strategies. Ensure that investments are made based on sound analysis and that the risks are clearly communicated to investors.

9. PROMPT ADDRESS OF COMPLAINTS

Address investor complaints and concerns promptly and transparently. Fabricating excuses for delays, as seen in this case, can lead to loss of trust and legal repercussions.

10. COMMUNITY AND NETWORK INFLUENCE

Recognize the potential influence of community and religious networks in investment decisions. Ensure that these connections do not replace proper due diligence and professional advice.

11. LEGAL AND ETHICAL ACCOUNTABILITY

Be prepared to face legal and ethical accountability for actions. Engaging in fraudulent activities can lead to injunctions, penalties, and bans from the industry.

12. PROACTIVE DISCLOSURE OF FINANCIAL CONDITIONS

Disclose the financial condition of the investment firm, including any loans or financial obligations, to potential and existing investors. Transparency about the firm’s financial health is crucial for investor trust.

13. CONTINUOUS PROFESSIONAL DEVELOPMENT

Encourage continuous professional development and education to stay updated on best practices, regulatory changes, and market developments. This ensures that the management and staff are well-equipped to handle the complexities of the financial markets.

MAY 20, 2024