UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 

SECURITIES AND EXCHANGE COMMISSION, 

 

 Plaintiff, 

 

v. 

 

ABFP INCOME FUND PARALLEL, LLC, 

ABFP INCOME FUND 3, LLC, 

ABFP INCOME FUND 3 PARALLEL, LLC, 

ABFP INCOME FUND 4, LLC, 

ABFP INCOME FUND 4 PARALLEL, LLC, 

ABFP INCOME FUND 6, LLC, 

ABFP INCOME FUND 6 PARALLEL, LLC, 

ABFP MULTI-STRATEGY INVESTMENT FUND, LP, AND 

ABFP MULTI-STRATEGY INVESTMENT FUND 2, LP, 

 Defendants. 

_______________________________________________ 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

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

I. INTRODUCTION 

1. The Commission brings this case against ABFP Income Fund 3, LLC, ABFP 

Income Fund 4, LLC, ABFP Income Fund 6, LLC, ABFP Multi-Strategy Investment Fund, LP, 

ABFP Multi-Strategy Investment Fund 2, LP (together, “ABFP Funds”), ABFP Income Fund 

Parallel, LLC, ABFP Income Fund 3 Parallel, LLC, ABFP Income Fund 4 Parallel, LLC, and 

ABFP Income Fund 6 Parallel, LLC (together, “ABFP Parallel Funds”) (collectively 

“Defendants”) which raised more than $99 million from over 570 investors through their 

participation in an unregistered securities offering. 

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2. At various points between no later than 2019 and until at least April 2020, 

Defendants offered or sold promissory notes to investors in connection with a more than $500 

million unregistered fraudulent offering by lending company Complete Business Solutions Group, 

d/b/a Par Funding (“CBSG”). 

3. The Defendants participated in the CBSG’s unregistered securities offering through 

their respective investment funds created for the purpose of raising money to invest in CBSG’s 

offering in violation of the securities registration provisions of the federal securities laws. 

4. Specifically, at various points between no later than 2019 and until at least April 

2020 the Defendants offered and sold promissory notes, raising more than $99 million from more 

than 570 investors, and funneled the monies raised to CBSG by purchasing CBSG notes. 

5. On July 31, 2020, the Commission filed an enforcement action against CBSG for 

violating the registration and anti-fraud provisions of the federal securities laws, resulting in a 

Temporary Restraining Order and the appointment of a Receiver. SEC v. Complete Business 

Solutions Group, et al., No. 9:20-cv-81205 (S.D. Fla. 2020) (the “CBSG Action”). The Court 

subsequently expanded the Receivership to include each of the Defendants. 

6. As a result of the conduct alleged in this Complaint, Defendants violated Sections 

5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a) and 77e(c.) 

Unless enjoined, Defendants are reasonably likely to continue to violate the federal securities laws. 

The Commission seeks permanent injunctions against defendants, plus disgorgement with 

prejudgment interest thereon. 

II. DEFENDANTS AND RELEVANT INDIVIDUALS AND ENTITIES 

A. Defendants 

7. ABFP Income Fund Parallel, LLC is a Delaware Limited Liability Company 

formed in April 2020 and located in King of Prussia, Pennsylvania. Dean Vagnozzi owned and 

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managed ABFP Income Fund Parallel. ABFP Income Fund Parallel, LLC was formed for the 

purpose of entering into exchange notes with ABFP Income Fund, LLC investors. ABFP Income 

Fund Parallel, LLC has never been registered with the Commission. At present, ABFP Income 

Fund Parallel, LLC is in the Receivership.

8. ABFP Income Fund 3, LLC is a Delaware limited partnership formed in 2019 with 

its principal place of business in King of Prussia, Pennsylvania. ABFP Management Company, 

LLC (“ABFP Management”), an entity in the Receivership, is the General Partner of ABFP 

Income Fund 3, LLC. From March 2019 through December 2019, ABFP Income Fund 3, LLC 

raised $30,095,000 from 173 investors. ABFP Income Fund 3, LLC has never been registered 

with the Commission. On August 13, 2020, the District Court in the CBSG Action placed ABFP 

Income Fund 3, LLC in the Receivership. 

9. ABFP Income Fund 3 Parallel, LLC is a Delaware Limited Liability Company 

formed in April 2020 and located in Collegeville, Pennsylvania. Dean Vagnozzi owned and 

managed ABFP Income Fund 3 Parallel, LLC. ABFP Income Fund 3 Parallel, LLC was formed 

for the purpose of entering into exchange notes with ABFP Income Fund 3, LLC investors. ABFP 

Income Fund 3 Parallel, LLC has never been registered with the Commission. At present, ABFP 

Income Fund 3 Parallel, LLC is in the Receivership.

10. ABFP Income Fund 4, LLC is a Delaware limited partnership formed in 2019 with 

its principal place of business in King of Prussia, Pennsylvania. ABFP Management is the General 

Partner of ABFP Income Fund 4, LLC. From August 2019 through November 2019, ABFP 

Income Fund 4, LLC raised $21,572,236 from 110 investors. ABFP Income Fund 4, LLC has 

never been registered with the Commission. On August 13, 2020, the District Court in the CBSG 

Action placed ABFP Income Fund 4, LLC in the Receivership. 

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11. ABFP Income Fund 4 Parallel, LLC is a Delaware Limited Liability Company 

formed in April 2020 and located in King of Prussia, Pennsylvania. Dean Vagnozzi owned and 

managed ABFP Income Fund 4 Parallel, LLC. ABFP Income Fund 4 Parallel, LLC was formed 

for the purpose of entering into exchange notes with ABFP Income Fund 4, LLC investors. ABFP 

Income Fund 4 Parallel, LLC has never been registered with the Commission. At present, ABFP 

Income Fund 4 Parallel, LLC is in the Receivership.

12. ABFP Income Fund 6, LLC is a Delaware limited partnership formed in 2019 with 

its principal place of business in King of Prussia, Pennsylvania. ABFP Management is the General 

Partner of ABFP Income Fund 6, LLC. From December 2019 through March 2020, ABFP Income 

Fund 6, LLC raised $18,727,074 from 103 investors. ABFP Income Fund 6, LLC has never been 

registered with the Commission. On August 13, 2020, the District Court in the CBSG Action 

placed ABFP Income Fund 6, LLC in the Receivership.

13. ABFP Income Fund 6 Parallel, LLC is a Delaware Limited Liability Company 

formed in April 2020 and located in King of Prussia, Pennsylvania. Dean Vagnozzi owned and 

managed ABFP Fund 6 Parallel. ABFP Income Fund 6 Parallel, LLC was formed for the purpose 

of entering into exchange notes with ABFP Income Fund 6, LLC investors. ABFP Income Fund 

6 Parallel, LLC has never been registered with the Commission. At present, ABFP Income Fund 

6 Parallel, LLC is in the Receivership.

14. ABFP Multi-Strategy Investment Fund, LP is a Delaware limited partnership 

formed in 2019 with its principal place of business in King of Prussia, Pennsylvania. ABFP 

Management is the General Partner of ABFP Multi-Strategy Investment Fund, LP. From March 

2018 through June 2019, ABFP MS Fund raised $17,786,600 from 106 investors. ABFP MultiStrategy Investment Fund, LP has never been registered with the Commission. On September 4, 

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2020, the District Court in the CBSG Action placed ABFP Multi-Strategy Investment Fund, LP in 

the Receivership. 

15. ABFP Multi-Strategy Investment Fund 2, LP is a Delaware limited partnership 

formed in 2019 with its principal place of business in King of Prussia, Pennsylvania. ABFP 

Management is the General Partner of ABFP Multi-Strategy Investment Fund 2, LP. From 

September 2019 through March 2020, ABFP Multi-Strategy Investment Fund 2, LP raised 

$11,234,500 from 84 investors. ABFP Multi-Strategy Investment Fund 2, LP has never been 

registered with the Commission. On September 4, 2020, the District Court in the CBSG Action 

placed ABFP Multi-Strategy Investment Fund 2, LP in the Receivership.

B. Relevant Entities and Individual 

16. CBSG is a Delaware company formed in October 2011. CBSG had its main office 

in Philadelphia, Pennsylvania through 2017, and then CBSG’s sole office moved to Palm Beach 

Gardens, Florida. Since July 2020, CBSG has been in a Court-ordered Receivership. From no 

later than August 27, 2013 through present, CBSG has been using the fictitious name “Par 

Funding.” Until July 2020, when the Court appointed a Receiver over CBSG as a result of the 

CBSG Action, CBSG provided short-term loans to small businesses. 

17. In 2018, the Commonwealth of Pennsylvania, acting through the Department of 

Banking and Securities, Bureau of Securities Compliance and Examinations (''Bureau"), 

conducted an investigation of certain securities-related activities of CBSG. Based on the results of 

its investigation, the Bureau concluded that CBSG violated the Pennsylvania Securities Act of 

1972, 70 P.S. § 1-301. On November 28, 2018, CBSG consented to entry of an Order by the 

Pennsylvania Department of Banking and Securities imposing a $499,000 administrative 

assessment for violations of the Pennsylvania Securities Act through the use of an unregistered 

agent to offer and sell CBSG promissory notes in Pennsylvania. Pennsylvania Dep’t of Banking 

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and Securities v. Complete Business Solutions Group, Inc. d/b/a Par Funding (18-0098-SECCAO) (the “Pennsylvania Regulatory Action”). 

18. On December 27, 2018, the New Jersey Bureau of Securities issued a Cease-andDesist Order against CBSG, based on CBSG’s sale of unregistered securities in New Jersey and 

use of unregistered agents, in violation of the New Jersey securities laws. In re the Matter of 

Complete Business Solutions Group, Inc. and Complete Business Solutions Group, Inc. d/b/a Par 

Funding (the “New Jersey Regulatory Action”). 

19. In February 2020, the Texas State Securities Board issued an Emergency Cease and 

Desist Order against CBSG and others, alleging fraud and registration violations. In the Matter of 

Senior Asset Protection, Inc. dba Encore Financial Solutions, Merchant Growth & Income 

Funding, LLC, ABetterFinancialPlan.com, LLC aka ABetterFinancialPlan, Complete Business 

Solutions Group, Inc. dba Par Funding, Gary Neal Beasley and Perry Abbonizio (ENF-CDO-20-

1798) (the “Texas Regulatory Action”). The Texas Regulatory Action alleges that CBSG engaged 

in fraud based on its failure to disclose to investors the Pennsylvania and New Jersey Regulatory 

Actions against CBSG and court actions filed against CBSG based on its lending practices. 

20. ABetterFinancialPlan.com LLC d/b/a A Better Financial Plan (“ABFP”) is a 

Pennsylvania limited liability company formed in November 2010 and is located in Collegeville, 

Pennsylvania. Dean J. Vagnozzi formed ABFP was its sole owner and manager. ABFP was an 

investment firm that offered alternative investments involving assets unrelated to the stock 

market. ABFP has never been registered with the Commission. ABFP was a respondent in the 

Texas Regulatory Action. On July 14, 2020, the Commission instituted settled administrative 

proceedings with ABFP and Dean Vagnozzi for their violations of Section 5 of the Securities Act 

and Section 15(a) of the Exchange Act in connection with the sale of securities unrelated to the 

current recommendation. In the Matter of ABetterFinancialPlan.com LLC d/b/a A Better 

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Financial Plan and Dean J. Vagnozzi, Securities Act Release No.10802 (July 14, 2020). The 

Commission charged ABFP in the CBSG Action with violations of the securities registration and 

antifraud provisions of the federal securities laws, and ABFP is currently in the Receivership 

related to the CBSG Action. 

21. Dean J. Vagnozzi, age 59, resides in Collegeville, Pennsylvania, and was the sole 

owner of ABFP. Dean Vagnozzi was also the sole owner of ABFP Management, which provides 

management services for companies formed for the purpose of raising investor funds for 

CBSG. Dean Vagnozzi held Series 6 and 63 licenses that have expired and was associated with a 

Commission-registered broker-dealer from February 2008 to February 2009. On May 30, 2019, 

Dean Vagnozzi d/b/a ABFP entered into a settlement with the Pennsylvania Department of 

Banking and Securities in connection with the sale of notes offered and sold by CBSG, in which 

he agreed to pay a penalty of $490,000 for violations of the Pennsylvania Securities Act of 1972. 

As noted above, in July 2020, Dean Vagnozzi settled to violations of Section 5 of the Securities 

Act and Section 15(a) of the Exchange Act in connection with the sale of securities unrelated to 

the current recommendation. Dean Vagnozzi consented to a 12-month associational suspension, 

among other relief. In the CBSG Action, the Commission charged Dean Vagnozzi with violations 

of the securities registration and antifraud provisions of the federal securities laws. On February 

16, 2022, the Commission accepted Dean Vagnozzi’s offer to settle the litigation by consenting to 

the entry of a final judgment that orders him to pay disgorgement of $4,531,248, prejudgment 

interest in the amount of $160,783, and a civil penalty of $400,000, with these amounts satisfied 

by his turnover of assets to the Court-appointed Receiver. 

III. JURISDICTION AND VENUE 

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

22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; 

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and Sections 21(d), 21(e), and Section 27 of the Securities Exchange Act of 1934 (“Exchange 

Act”) [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. This Court has personal jurisdiction over the 

Defendants, and venue is proper in the Southern District of Florida, because the Defendants 

engaged in acts and transactions in the Southern District of Florida that constitute violations of the 

Securities Act and the Exchange Act. CBSG’s sole office was located in the Southern District of 

Florida and it is registered to do business in Florida. The Defendants raised investor funds for the 

purchase of CBSG notes in the unregistered CBSG securities offering. The Defendants funneled 

investor money to CBSG, which had bank accounts at financial institutions located in the Southern 

District of Florida. 

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

and indirectly, singly or in concert with others, have made use of the means or instrumentalities of 

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

commerce, and the mails. 

IV. THE DEFENDANTS’ VIOLATIVE CONDUCT 

A. CBSG 

24. From no later than August 1, 2012, until July 2020, CBSG was in the business of 

funding short-term loans to small-sized businesses, which CBSG refers to as “merchant cash 

advances” (“Loans” or “MCAs”). 

25. During that same time period, CBSG offered and sold securities in the form of 

promissory notes. 

26. From no later than August 1, 2012, until July 7, 2020, CBSG raised in excess of 

$500 million from investors located nationwide through the offer and sale of promissory notes. 

27. To solicit and raise money from investors, CBSG utilized a network of individuals 

and investment funds located nationwide. 

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28. Throughout the duration of its offering, CBSG engaged in general solicitation of 

investors. 

29. After the 2018 Pennsylvania Regulatory Action against CBSG, CBSG changed to 

what it called a “fund model,” through which it raised investor money indirectly through more 

than 35 “Agent Funds” nationwide, including the Defendants. 

30. In other words, in order to keep raising money in the face of the Pennsylvania 

inquiry, CBSG’s unregistered offering evolved into Agent Funds issuing their own promissory 

notes to investors and then pooling the money and periodically funneling the monies raised to 

CBSG in exchange for promissory notes between CBSG and the respective Agent Fund. 

31. The Agent Funds, which included the Defendants, distributed offering materials to 

potential investors that stated that the Agent Fund was raising money to invest in “an MCA 

company,” This MCA company was CBSG. 

32. While the Agent Funds offered investors promissory notes in the Agent Funds, 

investors were told that profits would be generated by CBSG’s loan business in which the Agent 

Funds invest. 

33. In approximately April 2020, CBSG and the Agent Funds, including the 

Defendants, presented their investors with the option to either restructure their promissory notes 

into new notes that promised 4% annual returns and return of principal in seven years (instead of 

the initial notes that promised between 8-15% with return of principal in one year) or face nonpayment on the existing notes. 

34. No registration statement was filed with the Commission or was in effect at the 

time of the CBSG offering and no exemptions from registration were applicable to the CBSG 

offering. 

 

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B. The Defendants Raise Money 

 In Furtherance of CBSG’s Unregistered Securities Offering 

35. In 2019, agent funds, including the Defendants, were formed for the purpose of 

raising investor funds for CBSG through the offer and sale of promissory notes, and then funneling 

the investor funds to CBSG in exchange for CBSG promissory notes issued to Defendants and 

other agent funds. 

36. From no later than 2019 until at least March 2020, Defendants ABFP Income Fund 

3, LLC, ABFP Income Fund 4, LLC, ABFP Income Fund 6, LLC, ABFP Multi-Strategy 

Investment Fund, LP, and ABFP Multi-Strategy Investment Fund 2, LP issued, offered, and sold 

promissory notes, which were securities, to raise money for the purchase of CBSG notes in the 

unregistered CBSG offering. During that same time period, the Defendants collectively raised at 

least $99 million from over 570 investors. 

37. At various points between no later than 2019 and until April 2020, the ABFP Funds 

solicited investors through telephone calls, emails, and/or in-person meetings so that the ABFP 

Funds could continue raising money to funnel to CBSG for the purchase of CBSG notes in CBSG’s 

unregistered offering. 

38. From 2019 until at least March 2020, the ABFP Funds funneled to CBSG investor 

funds raised through Defendants’ promissory notes. In exchange for the more than $99 million of 

investor funds, CBSG issued promissory notes to Defendants that provided for interest rate up to 

24% to be paid through a “monthly distribution payment.” 

39. CBSG compensated the ABFP Funds for raising investor money in the CBSG 

unregistered offering by paying the ABFP Funds a higher percentage of interest in the CBSG Notes 

issued to the ABFP Funds than the interest the ABFP Funds were paying to investors under the 

ABFP notes. 

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40. Specifically, the ABFP Funds’ promissory notes provided returns to investors as 

high as 15% over a 12-month period, depending on the amounts invested and the rate negotiated 

by the ABFP Funds. 

41. The ABFP Funds funneled that investor money to CBSG in exchange for CBSG 

notes issued to the ABFP Funds that paid various interest rates over a 12-month period. 

42. The difference between what the CBSG notes and ABFP Funds’ notes offered was 

the ABFP Funds’ compensation for soliciting investors for the purpose of purchasing CBSG notes 

in the unregistered CBSG offering. 

43. In April 2020, Dean Vagnozzi created ABFP Income Fund Parallel, LLC, ABFP 

Income Fund 3 Parallel, LLC, ABFP Income Fund 4 Parallel, LLC, and ABFP Income Fund 6 

Parallel, LLC. 

44. In March and April 2020, in an attempt to restructure existing investor note with 

ABFP Fund investors, the ABFP Parallel Funds continued to solicit investors through telephone 

calls, emails, and/or in-person meetings. 

45. The ABFP Parallel Funds presented the ABFP Fund investors with the option of 

either restructuring their ABFP Fund promissory notes into new notes that promised 4% annual 

returns and return of principal in seven years or litigating to recover their investment. 

COUNT I 

Sale of Unregistered Securities in Violation of 

Sections 5(a) and 5(c) of the Securities Act 

46. The Commission repeats and realleges paragraphs 1 through 45 of this Complaint 

as if fully set forth herein. 

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

the Securities Act with respect to the securities issued and the transactions conducted by the 

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Defendants as described in this Complaint and no exemption from registration existed with respect 

to these securities and transactions. 

49. Defendants, at various points beginning no later than 2019 and continuing through 

April 2020, directly or indirectly: 

(a) made use of means or instruments of transportation or communication in interstate 

commerce or of the mails to sell securities as described herein, through the use or medium 

of a prospectus or otherwise; 

(b) carried securities or caused such securities, as described herein, to be carried 

through the mails or in interstate commerce, by any means or instruments of transportation, 

for the purpose of sale or delivery after sale; or 

(c) made use of means or instruments of transportation or communication in interstate 

commerce or of the mails to offer to sell or offer to buy through the use or medium of a 

prospectus or otherwise, as described herein, without a registration statement having been 

filed or being in effect with the Commission as to such securities. 

50. By reason of the foregoing, the Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and 77e(c)]. 

RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that the Court find that Defendants 

committed the violations alleged and: 

I. 

Permanent Injunction 

Issue permanent injunctions, enjoining ABFP Income Fund 3, LLC, ABFP Income Fund 

4, LLC, ABFP Income Fund 6, LLC, ABFP Multi-Strategy Investment Fund, LP, ABFP MultiCase 1:23-cv-23721-XXXX Document 1 Entered on FLSD Docket 09/29/2023 Page 12 of 14
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Strategy Investment Fund 2, LP, ABFP Income Fund Parallel, LLC, ABFP Income Fund 3 

Parallel, LLC, ABFP Income Fund 4 Parallel, LLC, ABFP Income Fund 6 Parallel, LLC, and 

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

participation with them, and each of them, from violating Sections 5(a) and 5(c) of the Securities 

Act [15 U.S.C. §§ 77e(a) and 77e(c)]. 

II. 

Disgorgement

 Issue an Order directing Defendants to disgorge all ill-gotten gains received within the 

applicable statute of limitations, including prejudgment interest, resulting from the acts and/or 

courses of conduct alleged in this Complaint. 

III. 

Further Relief

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

V. 

Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

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

jurisdiction of this Court. 

September 29, 2023 Respectfully submitted, 

 By: s/Amie Riggle Berlin 

 Amie Riggle Berlin, Esq. 

Senior Trial Counsel 

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Florida Bar No. 630020 

Direct Dial: (305) 982-6322 

Direct email: berlina@sec.gov 

 Attorney for Plaintiff 

 SECURITIES AND EXCHANGE COMMISSION 

 801 Brickell Avenue, Suite 1950 

 Miami, Florida 33131 

 Telephone: (305) 982-6300 

 Facsimile: (305) 536-4154 

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