UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10961 / August 6, 2021

SECURITIES EXCHANGE ACT OF 1934

Release No. 92588 / August 6, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-20453

In the Matter of

Blockchain Credit Partners 

d/b/a DeFi Money Market, 

Gregory Keough, and Derek 

Acree

Respondents.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS, PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) against Blockchain Credit Partners d/b/a DeFi Money Market (“DMM”), Gregory Keough,

and Derek Acree (collectively, “Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have each submitted an 

Offer of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondents consent 

to the entry of this Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 8A of the 

Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, 

and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
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III.

On the basis of this Order and Respondents’ Offers, the Commission finds1that:

Summary

1. From February 2020 to February 2021 (the “Relevant Time Period”), Gregory 

Keough and Derek Acree and their company, Blockchain Credit Partners, operated DeFi Money 

Market (“DMM”). Through DMM, Respondents offered and sold more than $30 million of 

securities in unregistered offerings by using smart contracts and “decentralized finance” (or 

“DeFi”) technology to sell digital tokens. In marketing on a website, social media, and other 

means, Respondents made materially false and misleading statements concerning the operations 

and profitability of DMM.

2. Respondents stated DMM could pay investors 6.25% interest on digital assets 

because it would use investor assets to buy “real world” assets, like car loans, that would generate 

sufficient income to pay the promised interest and generate surplus profits. They sold two types of 

digital tokens: mTokens, which accrued 6.25% interest, and DMG tokens, which were so-called 

“governance tokens” that purportedly gave DMG token holders certain voting rights, a share of 

excess profits, and the ability to profit from DMG resales in the secondary market. Respondents 

promised to pay a stable interest rate to digital asset owners who purchased mTokens and said they 

could generate excess profit for DMG token owners. During the Relevant Time Period, they sold 

approximately $17.7 million in mTokens and more than $13.9 million in DMG tokens to the 

public, including U.S. investors.

3. To develop the DMM business, Respondents hired programmers to build the 

technological architecture underlying the smart contracts and tokens, identified assets that could 

generate interest for mTokens and surplus profits for DMG token holders, established an 

organizational structure to support the business and its growth, and deployed a protocol that 

allowed DMG token holders to vote on proposals. Yet, Respondents fundamentally 

misrepresented how they operated DMM and portrayed their vision as executed action. In offering 

and selling mTokens and DMG tokens, Respondents claimed that DMM had acquired profitable, 

income-generating assets in the form of car loans. While another company controlled by 

Respondents owned such assets, Respondents never transferred ownership of any of those assets to 

DMM. 

4. Based on the facts and circumstances set forth below, the mTokens were securities 

because they were notes and also because they were offered and sold as investment contracts. 

Purchasers of mTokens would have had a reasonable expectation of obtaining a future profit from 

Respondents’ efforts in managing DMM based on Respondents’ statements that DMM would use 

proceeds to purchase income-generating assets and pay 6.25% interest when holders redeemed 

 

1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
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their mTokens, as well as Respondents’ actions taken to make it appear as though DMM had, in 

fact, purchased such assets. 

5. Based on the facts and circumstances set forth below, DMG tokens were offered 

and sold as investment contracts and thus were securities. DMG token purchasers would have had 

a reasonable expectation that Respondents would use DMG proceeds to operate and develop the 

DMM business and that they would share profits resulting from Respondents’ efforts, including in

generating surplus interest from income-generating assets and ensuring secondary-market liquidity

of DMG tokens. 

6. Respondents violated Sections 5(a) and 5(c) of the Securities Act by offering and 

selling these securities without having a registration statement filed or in effect with the 

Commission or qualifying for an exemption from registration with the Commission. 

7. Respondents also violated the antifraud provisions of the federal securities laws 

because they made materially false statements and engaged in other deceptive acts concerning 

DMM’s business operations and profitability. As a result, Respondents violated Section 17(a) of 

the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

8. Through their actions, Respondents improperly obtained assets worth millions of 

dollars, which they used for their own personal benefit and to bolster a secondary trading market in 

the DMG tokens, including by paying digital asset trading platforms to list the tokens and by 

buying and selling the tokens on those platforms using “DeFi” smart contracts on the Ethereum 

blockchain. On February 5, 2021, Respondents announced that DMM was shutting down and 

ceased the offerings. 

Respondents

9. Gregory Keough (“Keough”) is a founder of the DMM business and owns 50% of 

Blockchain Credit Partners. He is a resident of Florida. Keough is the CEO of a private Florida 

company (the “Florida Finance Company”) that makes loans backed by vehicle liens, the “real 

world” assets DMM claimed to own.

10. Derek Acree (“Acree”) is a founder of the DMM business and owns 50% of

Blockchain Credit Partners. He is a resident of Florida. Acree is the Chief Legal Officer of the 

Florida Finance Company.

11. Blockchain Credit Partners d/b/a DeFi Money Market (“DMM”) is a Cayman 

Island corporation formed in July 2019. It is owned and controlled by Keough and Acree. The 

company owned all of the DMG tokens when they were created and received the proceeds when 

they were sold. Neither the company nor its securities are registered with the Commission.
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Facts

A. Respondents Created DeFi Money Market to Offer Investment Opportunities in a 

Decentralized Manner

12. Starting in approximately mid-2019, Keough and Acree developed a plan to start a 

business that sold digital assets that would provide a stable return to investors. Keough and Acree 

sought to implement this plan in an autonomous manner by offering and selling the digital assets 

through “smart contracts” created and executed on a blockchain. 

13. In July 2019, Keough and Acree formed Blockchain Credit Partners to execute their 

plan. Developers hired by the Respondents wrote smart contracts on the Ethereum blockchain and 

developed code that created digital tokens to be offered for sale.

14. By early 2020, Keough and Acree had selected DeFi Money Market, or DMM, as 

the name for the new business to evoke the idea of a decentralized money market product in which 

investors provided digital assets to earn interest. They offered the public two ways to profit from 

DMM. First, anyone could transfer digital assets to DMM’s addresses on the Ethereum blockchain

in exchange for mTokens, and holders could redeem their mTokens at any time to receive their 

initial investment, plus interest. DMM would hold some assets in its Ethereum addresses to pay 

redemptions and represented that it would convert some assets into cash to purchase assets, such as 

auto loans. Second, anyone could buy DMG tokens and receive the right to help make certain 

decisions about the DMM business and the ability to make money by sharing in DMM’s profits 

and/or by selling their tokens in the secondary market. Respondents claimed that DMM presented 

unique investment opportunities in that these investments were backed by assets, which 

purportedly guaranteed a stable return, protected against losses, and ensured surplus income. 

B. Respondents Marketed DMM’s Profitability Based on their Stated Goals, Not Reality

15. Respondents publicly unveiled DMM in late February 2020. Throughout the 

Relevant Time Period, Respondents solicited prospective investors by describing DMM as a

profitable business backed by “real-world” assets. 

16. In late February 2020, Respondents launched a website to advertise DMM to the 

general public. The website featured a White Paper, which described in technical detail how

DMM purportedly operated. Keough and Acree oversaw the creation of the website and White 

Paper. They also reviewed and signed off on other public statements made by the company.

17. As to the mTokens, the White Paper touted them as a way for investors to earn a 

consistent return of 6.25% on digital assets, with all yield “backed by real-world assets that 

generate income greater than interest owed, and all of these real-world assets [] transparently made 

available on the DMM Explorer,” a section of DMM’s website. It described the initial physical 

assets backing mTokens as “a pool of vehicles (cars, trucks, etc.) located in the United States of 

America ... because the core team has deep domain experience spanning several decades in this 

space, generating income production of between 15%–20% return over the last 5 years.” 
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18. DMM’s website described the steps involved in the mToken process: (1) deposit a 

specified digital asset (such as Ether, Dai, or USD Coin) to a smart contract in exchange for 

mTokens; (2) the deposited digital asset would be used to acquire income producing assets visible 

on chain; (3) the assets would pay out interest to DMM; and (4) mTokens “are freely swapped 

back” by their holders in exchange for the original digital assets deposited plus interest. The White 

Paper depicted this process:

 

19. As to the DMG tokens, the White Paper described them as a DMM “governance 

token” that would trade on secondary markets. The Respondents said DMG holders would control 

the profits created by the DMM business and vote on changes to the business. The White Paper 

emphasized that the “real world” assets generated between 8% and 12% interest, exceeding the 

6.25% interest owed to mToken holders. The White Paper further provided that DMG token 

holders could also vote to use excess revenue to purchase DMG tokens from the open market and 

“burn” them, thereby lowering supply and increasing demand. Finally, the White Paper specified 

that DMG token sale proceeds would be used for purposes including operations, protocol 

development, business development, funding loans for the introduction of additional asset classes 

into the mToken ecosystem, and seeding a secondary market.

20. Respondents began offering and selling mTokens in March 2020. Capitalizing on 

the sales of mTokens and DMM’s purported success generating income from assets, Respondents 

began offering and selling DMG tokens in May 2020. Throughout the Relevant Time Period,

Respondents marketed DMM, mTokens, and DMG tokens at conferences, on podcasts, in 

conversations with reporters, through paid advertising, and through multiple social media channels, 
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including Twitter, Telegram, Medium, and YouTube. Their statements about the tokens in these 

forums were consistent with those made on DMM’s website and in the White Paper. 

21. Throughout their offers and sales of mTokens and DMG tokens, Respondents made 

repeated claims – on DMM’s website and social media platforms – that DMM purchased 

profitable, income-generating assets in the form of loans backed by vehicle liens. For example, a

July 24, 2020 tweet from DMM’s Twitter account, @DMMDAO, claimed, “The DMMF will be 

drawing down $300k in USDC to reimburse a portion of the $8.7M in real world assets pledged to 

subsidize the initial growth of mTokens.”

22. DMM’s website had an “Explorer” page that purported to display the assets 

backing mTokens: a detailed list of more than 100 loans secured by vehicles, which was 

periodically updated at Respondents’ direction to reflect new loans. Numerous vehicles on this list 

linked to titles or other documents purporting to show liens held by “DMM Foundation.” By 

August 2020, the website listed assets exceeding $8.9 million

23. Respondents assured investors that DMM’s assets both protected against losses and 

ensured surplus income. For example, in a November 2020 “Ask Me Anything” video interview 

posted on YouTube, Keough explained: “[T]he underlying value of the ecosystem are hard, realworld assets...[T]hey’re overcollateralized [] and we have a first lien, senior-secured position. 

What that means is if anything goes wrong, we actually get to recover the assets.”

24. Respondents stated that the assets generated enough income to pay the 6.25% 

interest owed to mToken holders. Between March 2, 2020 and February 5, 2021, when DMM 

announced it was ceasing operations, mToken holders redeemed mTokens and received their 

original assets plus interest, totaling approximately $10.4 million.

25. Respondents also stated that the assets backing the mTokens generated surplus 

income for the benefit of DMG token holders and claimed to use excess interest to buy outstanding 

DMG tokens and “burn” them, thereby decreasing supply to try to increase the market price. A

September 2020 tweet from DMM’s Twitter account said they had burned DMG tokens for the 

benefit of DMG token holders by using the “surplus” from assets backing mTokens. Keough 

retweeted the announcement, promised more burns, noted that the total number of DMG tokens 

was finite, and said, “I think people have not fully comprehended the impact of these burns at 

scale.”

C. Respondents Knew That DMM’s Assets Did Not Fund The mToken Interest

26. Although DMM had an operational business and developed the technological 

infrastructure (including smart contracts and DMG tokens) described to investors, the company did 

not operate as represented by Respondents. 

27. Sometime after publicly unveiling DMM, Respondents realized that their vision of 

using digital assets to purchase income-generating assets faced a significant roadblock: how to 

account for fluctuations in the value of the digital assets. While the assets Respondents intended to 

purchase would generate sufficient income to pay interest, there was a significant risk that the 
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income would not be sufficient to cover appreciation of investors’ principal given a substantial 

increase in the price of volatile digital assets, such as Ether. 

28. Rather than notifying investors of this roadblock, Respondents misrepresented how 

the company was operating. For example, the car loans displayed on the Explorer section of 

DMM’s website as the assets backing mTokens were, in fact, loans held – at that time or 

previously – by the Florida Finance Company, which provided the loan information for DMM’s 

use at the direction of Keough and Acree. At no time did DMM acquire an ownership interest in

those loans from the Florida Finance Company. Instead, Keough and Acree directed others to alter 

the lien documents to conceal that the Florida Finance Company, not DMM, was the actual 

lienholder. 

29. In addition, although Respondents advertised that $300,000 was drawn from one of 

the mToken smart contract addresses to acquire assets in July 2020, these funds were actually used 

to make a loan, under Keough and Acree’s direction, to the Florida Finance Company and were not 

used to purchase assets. 

30. With funds from the Florida Finance Company, which generated revenues from 

some of the loans displayed on the DMM website, as well as personal funds, Keough and Acree 

paid mToken holders all principal and interest due upon redemption. This made it appear as 

though assets owned by DMM generated enough income to pay mToken holders 6.25% interest. 

Similarly, it was these funds – and not cash flows from assets actually owned by DMM, as 

investors were led to believe – that allowed Respondents to purchase DMG tokens for the purpose 

of “burning” them to decrease supply.

D. Respondents Offered and Sold mTokens to the Public in an Unregistered Offering

31. Through DMM, Keough and Acree hired agents to develop code that created smart 

contracts on the Ethereum blockchain that automatically gave persons mTokens if they transferred

certain digital assets into the smart contracts. The mTokens were minted on the Ethereum 

blockchain and held in DMM’s smart contracts until investors purchased them. 

32. Starting on March 2, 2020, Respondents offered and sold mTokens to anyone who 

transferred an accepted type of digital asset to pay for the tokens. Each type of digital asset 

received was combined into a single pool held in a smart contract address corresponding to that 

type of asset (i.e., all Ether received was pooled together in one smart contract governing mToken 

transactions involving Ether). The mTokens accrued 6.25% annually.

33. From March 2, 2020, to February 5, 2021, Respondents offered mTokens to the 

general public to raise money for DMM and to finance purported investments in incomegenerating assets. During this time, they sold more than $17.7 million worth of mTokens. Other 

than the $300,000 described above, no funds were drawn down for the mToken smart contacts, and 

those funds remained in the smart contract – and available for redemptions – at all times.

34. Respondents did not limit mToken sales based on geography, accredited investor 

status, or otherwise. They publicly touted that they required no “Know Your Customer,” or 
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“KYC,” documentation. The mToken section of the DMM website was publicly available and was 

at no time password-protected or geographically restricted. U.S. persons were able to purchase 

mTokens and did so.

E. Respondents Offered and Sold DMG Tokens to the Public in an Unregistered 

Offering

35. As with the mTokens, through DMM, Keough and Acree hired agents to develop 

code that created DMG tokens and the infrastructure to allow holders of DMG tokens to vote on 

issues such as the addition of digital assets or types of collateral into the mToken business. In May 

2020, 250 million DMG tokens were minted on the Ethereum blockchain. DMM owned them at 

the time of their creation. Respondents allocated 80 million to themselves, 20 million to other 

parties, and 150 million to be offered and sold over time. All of the DMG tokens granted holders 

the same rights and were otherwise fungible in all respects. 

36. In February 2020, Respondents said that DMG tokens would trade on secondary 

markets and that they would help create those markets. According to the White Paper, they would 

create “liquidity pools on DEXs [so-called “decentralized exchanges”] including but not limited to 

Uniswap” by contributing Respondents’ DMG tokens and proceeds raised from the sales. 

37. In May and June 2020, Respondents offered and sold 25 million DMG tokens in an 

initial coin offering (“ICO”) operated through DMM’s website. In the first stage of the ICO, they 

sold about 8.7 million DMG tokens, primarily to investors who received a password from 

Respondents. In the second stage, they sold about 16.3 million DMG tokens to the general public

in an auction. In those sales, Respondents received digital assets worth about $8.9 million that

were pooled together in a blockchain address controlled by Respondents and their agents.

38. In or about September 2020, two high-frequency trading entities approached 

Keough and Acree and inquired about purchasing DMG tokens to make a market in the tokens. 

Keough and Acree sold discounted DMG tokens to those market makers for $5 million. DMM

received the proceeds and then lent the entire amount to Keough and Acree.

39. From late 2020 to February 2021, Respondents also offered and sold DMG tokens

using Uniswap code on the Ethereum blockchain. DMM transferred DMG tokens and another 

digital asset into a blockchain address, sometimes referred to as a “liquidity pool,” enabling anyone 

to trade into and out of DMG tokens with other digital assets. Respondents thereby purchased and 

sold DMG tokens using the smart contract controlling that liquidity pool.

40. As with the mTokens, Respondents made no efforts to offer and sell DMG tokens 

to only accredited investors or to take reasonable steps to verify accredited investor status. Nor did 

they require any KYC documentation. Respondents expressly invited U.S. persons to participate 

in the first stage of the ICO, but attempted to limit the second stage of the ICO to non-U.S. 

residents by using an IP blocker, which failed to work. Ultimately, U.S. persons purchased DMG 

tokens in both stages of the ICO.
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41. Respondents held the proceeds of the DMG token ICO in addresses that they 

controlled on the Ethereum blockchain, pooled by the type of digital asset received for the tokens

(i.e., all Ether received was pooled together). They used the proceeds to develop and operate the 

DMM business, including to pay for operating expenses like salaries and marketing.

42. Respondents also used DMG token sale proceeds to ensure market liquidity, 

including by paying other companies to list the tokens on digital token trading platforms.

Respondents further sought to ensure a liquid market in DMG tokens in other ways, including 

through the sales to the market makers and Uniswap users.

F. Respondents Voluntarily Ceased DMM Operations in February 2021 and Paid 

Investors All Principal and Interest Owed

43. On February 5, 2021, Respondents announced on DMM’s website that DMM was 

shutting down. They voluntarily ceased offering and selling mTokens by disabling the DMM 

website and redirecting website visitors to a page where they could redeem outstanding mTokens. 

Following this announcement, the value of DMG tokens on the secondary market decreased 

substantially. 

44. Respondents took steps to return and/or preserve DMM assets for the benefit of 

mToken and DMG holders. Using funds from their personal accounts and the Florida Finance 

Company, Keough and Acree provided sufficient funding to the mToken smart contracts to enable 

the redemption of all outstanding mTokens for the original digital asset amount and interest 

accrued. Respondents also withdrew the DMG tokens from the liquidity pool on the Ethereum 

blockchain to which they had contributed the tokens.

Legal Analysis

A. The DMG Tokens Were Offered and Sold as Investment Contracts

45. Under Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange 

Act, a security includes “an investment contract.” See 15 U.S.C. §§ 77b & 78c. An investment 

contract is an investment of money in a common enterprise with a reasonable expectation of profits 

to be derived from the entrepreneurial or managerial efforts of others. See SEC v. Edwards, 540 

U.S. 389, 393 (2004); SEC v. W.J. Howey Co., 328 U.S. 293, 301 (1946); see also United Housing 

Found., Inc. v. Forman, 421 U.S. 837, 852–53 (1975) (The “touchstone” of an investment contract 

“is the presence of an investment in a common venture premised on a reasonable expectation of 

profits to be derived from the entrepreneurial or managerial efforts of others.”). Courts have also 

found the existence of an investment contract when investors reasonably relied on the promoters’

efforts to create a secondary trading market for an instrument, even if that instrument would not 

have been a security on its own. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, 

Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985).

46. Applying Howey and its progeny, including the cases discussed by the Commission 

in its Report of Investigation Pursuant To Section 21(a) Of The Securities Exchange Act of 1934: 

The DAO (Exchange Act Rel. No. 81207) (July 25, 2017), DMG tokens were offered and sold as 
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investment contracts. The DMG tokens were offered in exchange for an investment of money in 

the form of U.S. dollars and digital assets. 

47. Respondents pooled the proceeds from the May and June 2020 DMG sales to fund 

DMM, create profit for DMG holders, and boost the value of the investment. Each investor’s 

fortune was tied to the fortunes of the other investors. 

48. Respondents created a reasonable expectation that purchasers of the tokens would 

earn profits derived from Respondents’ essential efforts managing the DMM business and creating 

a trading market for DMG tokens. Respondents, who ran DMM’s day-to-day business, told DMG 

investors that they would profit from DMM’s mTokens business. They touted their experience and 

claimed assets backing the business would generate income to pay 6.25% interest on redeemed 

mTokens plus excess interest for DMG holders. Although DMG holders had the right to vote on 

some proposals to change DMM’s business – such as the digital assets to accept from investors –

DMG holders had no role in running DMM’s core business, which involved identifying, buying 

and servicing loans and then using the proceeds to pay mToken holders. In addition, Respondents 

said that DMG tokens would trade on secondary markets and worked to ensure trading liquidity, 

including by paying trading platforms to list the tokens, paying other companies to make markets 

in the tokens, and using their own DMG tokens to create a market on the Ethereum blockchain.

49. Even if DMG gave owners the right to vote on some aspects of the DMM business, 

it would not preclude the token from being a security. Determining whether a transaction involves 

a security does not turn on labelling – such as characterizing a token as “governance token” – but 

instead requires an assessment of “the economic realities underlying a transaction.” Forman, 421 

U.S. at 849. All of the relevant facts and circumstances are considered in making that 

determination. See id. (purchases of “stock” solely for purpose of obtaining housing not purchase 

of “investment contract”); see also SEC v. C.M. Joiner Leasing Corp., 320 U.S. 344, 352–53 

(1943) (indicating the “test . . . is what character the instrument is given in commerce by the terms 

of the offer, the plan of distribution, and the economic inducements held out to the prospect”).

B. The mTokens Were Notes and Also Were Offered and Sold as Investment Contracts

50. Under Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange 

Act, a security includes any “note.” See 15 U.S.C. §§ 77b & 78c. A note is presumed to be a 

security unless it falls into certain judicially-created categories of financial instruments that are not 

securities, or if the note in question bears a “family resemblance” to notes in those categories based 

on a four-part test. See Reves v. Ernst & Young, 494 U.S. 56, 64–66 (1990); SEC v. Thompson, 

732 F.3d 1151, 1159 (10th Cir. 2013); McNabb v. SEC, 298 F. 3d 1126, 1130–31 (9th Cir. 2002).

51. Applying the Reves four-part analysis, the mTokens are securities. First, 

Respondents sold mTokens to raise funds for the general use of its business, namely to purchase 

income-generating assets to pay interest on redeemed mTokens and excess interest to DMG token 

holders, and purchasers bought mTokens solely to earn 6.25% interest on their digital assets. 

Second, mTokens were offered and sold to the general public. Third, Respondents promoted 

mTokens as an investment, specifically as a way to earn a consistent return of 6.25% on digital 
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assets. Fourth, no alternative regulatory scheme or other risk reducing factors exist with respect to 

the mTokens.

52. The mTokens also were securities because they were offered and sold as investment 

contracts. Respondents sold mTokens in exchange for the investment of money in the form of 

digital assets. 

53. Respondents pooled mToken proceeds in smart contracts and said they would use 

those combined proceeds to buy assets that would generate income. That income would be split 

among those smart contracts, and mToken holders would be able to redeem their tokens with 

interest whenever they wanted. 

54. Respondents created a reasonable expectation that purchasers would earn profits 

derived from their efforts managing the DMM business. They marketed mTokens as providing a 

stable interest rate and protecting against losses. Respondents claimed their experience combined 

with their selection of assets for purchase would generate interest for token holders. Furthermore, 

Respondents made it appear as though assets were generating sufficient income to pay 6.25% 

interest. In reality, Respondents were paying this interest through other sources.

C. Respondents Made Unregistered Offers and Sales of Securities

55. Respondents did not have a registration statement filed or in effect with the 

Commission for the mToken and DMG token offerings, nor did they qualify for an exemption 

from registration with the Commission.

56. As a result of the conduct described above, Respondents violated Sections 5(a) and

5(c) of the Securities Act when they offered and sold these securities. 

D. Respondents Violated the Antifraud Provisions of the Federal Securities Laws

57. As described above, Respondents engaged in a course of conduct that deceived 

prospective investors during their offers and sales of mTokens and DMG tokens. Respondents 

misled investors about how DMM operated and misrepresented its ownership of assets underlying 

the mTokens through the following deceptive acts and false statements:

 misrepresenting, including on DMM’s website, in DMM social media accounts they 

controlled, and in videos published on YouTube, that DMM assets backing mTokens 

included car loans exceeding $8.9 million, when in fact those loans were owned by the 

Florida Finance Company;

 displaying liens for some of the vehicles displayed on DMM’s website after Keough 

and Acree had them altered to replace the Florida Finance Company with “DMM 

Foundation” as the lienholder;

 personally funding payments to redeeming mToken holders to make it appear that 

DMM assets generated interest; and
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 causing the Florida Finance Company to borrow $300,000 in mToken proceeds in a 

loan and falsely claiming those funds were used to buy” assets.

58. Keough and Acree knew that their actions and false statements deceived investors

about DMM’s operations and profitability. As DMM’s control persons, their scienter is imputed to 

the company.

59. As a result of the conduct described above, Respondents violated Section 17(a) of 

the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit 

fraudulent conduct in the offer or sale of securities and in connection with the purchase or sale of 

securities.

E. Disgorgement and Prejudgment Interest

60. The disgorgement and prejudgment interest ordered in Section IV is consistent with 

equitable principles, does not exceed Respondents’ net profits from their violations and is awarded 

for the benefit of and will be distributed to harmed investors, if feasible. The Commission will 

hold funds paid pursuant to Section IV in an account at the United States Treasury pending a 

decision whether the Commission in its discretion will seek to distribute funds. If a distribution is 

determined feasible and the Commission makes a distribution, upon approval of the distribution 

final accounting by the Commission, any amounts remaining that are infeasible to return to 

investors, and any amounts returned to the Commission in the future that are infeasible to return to 

investors, may be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) 

of the Exchange Act. 

F. Remedial Efforts

61. In determining to accept Respondents’ Offers, the Commission considered remedial 

acts promptly undertaken by the Respondents and cooperation afforded the Commission staff.

Undertakings

62. Respondents have undertaken to maintain the assets currently held in the mToken 

smart contracts and provide any assistance in order to allow mToken holders to redeem their 

tokens, not to withdraw any assets from the mToken smart contracts except with the written 

consent of the Commission staff, and, at any time requested by Commission staff, to certify, in 

writing, compliance with this undertaking. The certification shall identify the undertaking(s), 

provide written evidence of compliance in the form of a narrative, and be supported by exhibits 

sufficient to demonstrate compliance. The Commission staff may make reasonable requests for 

further evidence of compliance, and Respondents agree to provide such evidence. The certification 

and supporting material shall be submitted to Daniel Michael, Division of Enforcement, Securities 

and Exchange Commission, Brookfield Place, 200 Vesey Street, Suite 400, New York, NY 10281-

1022, with a copy to the Office of Chief Counsel of the Enforcement Division, no later than 

fourteen (14) days from the Commission staff’s request.
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63. Respondents Keough and Acree have undertaken to refrain for five (5) years from 

the date of the Order from participating, directly or indirectly, in any offering of a digital asset 

security; provided, however, that undertaking shall not prevent Keough and Acree from purchasing 

or selling digital asset securities for their own personal accounts.

64. Respondent DMM has undertaken to refrain from participating, directly or 

indirectly, in any offering of a digital asset security.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in the Respondents’ Offers.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Securities 

Exchange Act, Respondents shall cease and desist from committing or causing any violations and 

any future violations of 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.

B. Respondents Keough and Acree be, and hereby are prohibited for five (5) years from 

the date of the Order 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, 15 U.S.C. § 781, or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d).

C. Respondents shall pay a total of disgorgement of $12,849,354 and prejudgment 

interest of $258,052 to the Securities and Exchange Commission. Payment shall be made in the 

following installments: 1) Respondents shall pay, joint and severally, $7,320,960 within 10 days of 

the entry of this Order, along with $258,052 in prejudgment interest calculated on the total 

disgorgement of $12,849,354, 2) Keough shall pay $2,263,156 in disgorgement within eight months 

of the entry of this Order, and 3) Acree shall pay $3,265,238 in disgorgement within eight months 

of the entry of this Order.

D. Respondent Keough shall, within eight months of the entry of this Order, pay a civil 

money penalty in the amount of $125,000 to the Securities and Exchange Commission.

E. Respondent Acree shall, within eight months of the entry of this Order, pay a civil 

money penalty in the amount of $125,000 to the Securities and Exchange Commission.

Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule 

of Practice 600 and/or pursuant to 31 U.S.C. § 3717. Prior to making the final payments, 

Respondents shall contact the staff of the Commission for the amount due. If Respondents fail to 

make any payment by the date agreed and/or in the amount agreed according to the schedule set 

forth above, all outstanding payments under this Order, including post-order interest, minus any 
14

payments made, shall become due and payable immediately at the discretion of the staff of the 

Commission without further application to the Commission.

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying the 

person paying as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Daniel Michael, Division of 

Enforcement, Securities and Exchange Commission, Brookfield Place, 200 Vesey Street, Suite 

400, New York, NY 10281-1022. 

F. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is created 

for the disgorgement, prejudgment interest, and penalties referenced in paragraphs IV(C)-(E) above. 

Amounts ordered to be paid as civil money penalties pursuant to this Order shall be treated as 

penalties paid to the government for all purposes, including all tax purposes. To preserve the 

deterrent effect of the civil penalty, Respondents agree that in any Related Investor Action, they 

shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of any award 

of compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 

this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondents agree that they shall, within 30 days after entry of a final order granting the 

Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty 

Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 

additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed 

in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 

damages action brought against Respondent by or on behalf of one or more investors based on 

substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.
15

G. Respondents shall comply with the second and third undertakings enumerated in 

Section III above that involve the “offering of a digital asset security.”

V.

It is further Ordered that, for purposes of exceptions to discharge set forth in Section 523 of 

the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondents, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondents under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondents of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary