In re JOSEPH J. ORLANDO JR.

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 102176 / January 14, 2025 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6822 / January 14, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22412 
 
 
In the Matter of 
 
JOSEPH J. ORLANDO JR., 
 
Respondent. 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 21C 
OF THE SECURITIES EXCHANGE ACT 
OF 1934 AND SECTION 203(f) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER 
   
 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”) and Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) against Joseph 
J. Orlando Jr. (“Orlando” or “Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) 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 him and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section VI, Respondent consents to the entry of this 
Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 
21C of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 
1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
(“Order”), as set forth below. 
 

2 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. These proceedings arise out of unregistered broker activity by Orlando who, 
between at least September 2019 and March 2020 (the “Relevant Period”), solicited investors on 
behalf of StraightPath Venture Partners, LLC. (“StraightPath”). StraightPath was an entity that 
offered investments in privately offered membership interests in limited liability companies (the 
“StraightPath Funds”) that each purportedly owned shares of private issuers that had prospects of 
becoming publicly traded issuers (“Pre-IPO Issuers”). Orlando successfully solicited at least $1.1 
million in investments in the StraightPath Funds from at least 19 investors. Through his 
unregistered conduct brokering transactions between investors and the StraightPath Funds, Orlando 
received over $67,000 in transaction-based compensation. 
Respondent 
2. Orlando (CRD No. 2882204), age 56, resides in Bayonne, New Jersey. Orlando 
has been an investment adviser representative with VCP Financial LLC (“VCP Financial”) since 
August 2019. Between 1997 and August 2019, Orlando was associated with various broker-
dealers. He holds an active Series 65 license and a life insurance agent license from the State of 
New York, and he previously held Series 7 and 63 licenses. During the Relevant Period, Orlando 
was also an independent contractor for IKE Group LLC (“IKE Group”). 
Other Relevant Entities 
3. IKE Group, formed in 2019 and dissolved in 2021, was a New York limited 
liability company. Between June 2019 and March 2020, IKE Group received payments from 
StraightPath for soliciting investors for the StraightPath Funds, which it then distributed to Orlando 
and others. 
4. VCP Financial is a New York limited liability company formed in 2013 with its 
principal place of business in Staten Island, New York. VCP Financial is registered as an 
investment adviser with the Commission. It reported approximately $114.5 million in regulatory 
assets under management as of October 2024. Until January 2022, VCP Financial was known as 
LPS Financial LLC. 
5. StraightPath, formed in 2017, is a Delaware limited liability company that owned 
and managed the StraightPath Funds. StraightPath was previously sued by the Commission in a 
case captioned SEC v. StraightPath Venture Partners LLC, et al., 22-cv-3897 (LAK) (S.D.N.Y. 
May 13, 2022). In SEC v. StraightPath Venture Partners LLC, et al., the Court appointed Melanie 
                                                 
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. 

3 
Cyganowski, (the “Receiver”) over StraightPath and certain affiliates including the StraightPath 
Funds.    
Facts 
6. Between at least September 2019 and March 2020, Orlando, through IKE Group, 
worked as a sales agent on behalf of StraightPath. As a sales agent, Orlando solicited investors on 
behalf of the StraightPath Funds and brokered transactions in which investors would purchase 
interests in the StraightPath Funds. The interests in the StraightPath Funds are securities.  
7. During the Relevant Period, Orlando called prospective investors and pitched them 
to purchase interests in the StraightPath Funds. Orlando used lead lists provided by the principals 
of IKE Group and that he purchased himself, and he communicated with investors using methods 
of interstate commerce, including telephone and email. During his calls with prospective investors, 
Orlando introduced the StraightPath Funds to investors he believed were interested in investing in 
Pre-IPO Issuers. He did so by providing investors with information about the Pre-IPO Issuers, 
including news articles and information about the issuers’ businesses. Orlando also recommended 
the investments to prospective investors. Orlando also took steps to secure investments by 
following up to solicit prospective investors by phone or email, and by providing names and 
information of prospective investors to the principals of IKE Group, who then finalized the 
investor’s purchase of the interests in the StraightPath Funds. 
8. During the Relevant Period, Orlando solicited at least $1.1 million in investments in 
the StraightPath Funds from at least 19 investors. For soliciting those transactions, he received over 
$67,000 in transaction-based compensation from IKE Group, typically 8% of the amount invested 
by the investors he solicited.  
9. When soliciting prospective investors on behalf of the StraightPath Funds, Orlando 
was not associated with a broker-dealer registered with the Commission. Although Orlando was 
affiliated with a registered investment adviser during the Relevant Period, the actions of Orlando in 
connection with the StraightPath Funds as described above were brokerage services distinct from 
his investment advisory services. Among other facts, none of the investors solicited by Orlando 
were pre-existing clients of VCP Financial, and VCP Financial did not charge these investors a 
management fee for the value of their investments in the StraightPath Funds. Instead, Orlando’s 
compensation in connection with investments in the StraightPath Funds came solely from 
payments that IKE Group received from StraightPath. Such payments were transaction-based 
compensation for brokerage services. 
Violations 
10. As a result of the conduct described above, Orlando willfully violated Section 15(a) 
of the Exchange Act, which prohibits any broker or dealer from making use of the mails or any 
means or instrumentality of interstate commerce, to effect any transaction in, or induce or attempt 
to induce the purchase or sale of, any security unless the broker or dealer is registered in 
accordance with Section 15(b) of the Exchange Act or is a natural person who is associated with a 
registered broker or dealer. 

4 
Disgorgement and Civil Penalties 
11. The disgorgement and prejudgment interest ordered in paragraph V.D is consistent 
with equitable principles and does not exceed Respondent’s net profits from his violations, and will 
be distributed to harmed investors to the extent feasible. The Commission will remit funds paid 
pursuant to paragraph V.E to the court-appointed Receiver in SEC v. StraightPath Venture 
Partners, LLC, et al., 22-cv-3897 (S.D.N.Y. May 13, 2022), for distribution to harmed investors 
pursuant to a court-approved distribution plan. 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. 
IV. 
Undertaking 
 
12. Respondent has undertaken to provide to the Commission, within 14 days after the 
end of the 6-month suspension period described below, an affidavit that he has complied fully with 
the sanctions described in Section V below. 
V. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Orlando’s Offer. 
 
Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(f) 
of the Advisers Act, it is hereby ORDERED that: 
 
 A. Orlando cease and desist from committing or causing any violations and any future 
violations of Section 15(a) of the Exchange Act. 
 
B. Orlando be, and hereby is, suspended from association with any broker, dealer, 
investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization for six (6) months, effective on the second Monday 
following the entry of this Order. 
 
C. Orlando be, and hereby is, suspended from participating in any offering of a penny 
stock, including: acting as a promoter, finder, consultant, agent or other person who engages in 
activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, 
or inducing or attempting to induce the purchase or sale of any penny stock for six (6) months, 
effective on the second Monday following the entry of this Order. 
 
D. Orlando shall pay disgorgement of $67,259.60, prejudgment interest of $15,995.95, 
and civil penalties of $20,000 to the Securities and Exchange Commission. If timely payment of 
disgorgement and prejudgment interest is not made, additional interest shall accrue pursuant to 

5 
SEC Rule of Practice 600. If timely payment of a civil money penalty is not made, additional 
interest shall accrue pursuant to 31 U.S.C. § 3717.  
 
Payment shall be made in the following installments: 
 
1. $25,813.89 within 14 days of the entry of this Order; and 
2. $25,813.89 within each of 180, 240, and 360 days of the entry of this Order. 
 
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 payment set forth 
herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 
fails 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 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 
Orlando 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 Sheldon L. Pollock, Division of 
Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 
NY 10004-2616. 
 
 E. 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 paragraph V.D. above. The 
Fair Fund may be added to or combined with Fair Funds established in In the Matter of Tamir 
Shabat, and In the Matter of Danny Z. Spiegel. Amounts ordered to be paid as civil money 
penalties pursuant to this Order shall be treated as penalties paid to the government for all 

6 
purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 
Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor 
shall he 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, Respondent agrees that he 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. 
 
 F. Respondent shall comply with the undertaking enumerated in Section IV.12 above. 
 
VI. 
It is further Ordered that, solely 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 
Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Respondent 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 
Respondent 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 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 
 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 102176 / January 14, 2025 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6822 / January 14, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22412 

 

 

In the Matter of 

 

JOSEPH J. ORLANDO JR., 

 

Respondent. 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT 

OF 1934 AND SECTION 203(f) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER 

   

 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) and Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) against Joseph 

J. Orlando Jr. (“Orlando” or “Respondent”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) 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 him and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section VI, Respondent consents to the entry of this 

Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 

21C of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 

1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 

(“Order”), as set forth below. 

 



2 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. These proceedings arise out of unregistered broker activity by Orlando who, 

between at least September 2019 and March 2020 (the “Relevant Period”), solicited investors on 

behalf of StraightPath Venture Partners, LLC. (“StraightPath”). StraightPath was an entity that 

offered investments in privately offered membership interests in limited liability companies (the 

“StraightPath Funds”) that each purportedly owned shares of private issuers that had prospects of 

becoming publicly traded issuers (“Pre-IPO Issuers”). Orlando successfully solicited at least $1.1 

million in investments in the StraightPath Funds from at least 19 investors. Through his 

unregistered conduct brokering transactions between investors and the StraightPath Funds, Orlando 

received over $67,000 in transaction-based compensation. 

Respondent 

2. Orlando (CRD No. 2882204), age 56, resides in Bayonne, New Jersey. Orlando 

has been an investment adviser representative with VCP Financial LLC (“VCP Financial”) since 

August 2019. Between 1997 and August 2019, Orlando was associated with various broker-

dealers. He holds an active Series 65 license and a life insurance agent license from the State of 

New York, and he previously held Series 7 and 63 licenses. During the Relevant Period, Orlando 

was also an independent contractor for IKE Group LLC (“IKE Group”). 

Other Relevant Entities 

3. IKE Group, formed in 2019 and dissolved in 2021, was a New York limited 

liability company. Between June 2019 and March 2020, IKE Group received payments from 

StraightPath for soliciting investors for the StraightPath Funds, which it then distributed to Orlando 

and others. 

4. VCP Financial is a New York limited liability company formed in 2013 with its 

principal place of business in Staten Island, New York. VCP Financial is registered as an 

investment adviser with the Commission. It reported approximately $114.5 million in regulatory 

assets under management as of October 2024. Until January 2022, VCP Financial was known as 

LPS Financial LLC. 

5. StraightPath, formed in 2017, is a Delaware limited liability company that owned 

and managed the StraightPath Funds. StraightPath was previously sued by the Commission in a 

case captioned SEC v. StraightPath Venture Partners LLC, et al., 22-cv-3897 (LAK) (S.D.N.Y. 

May 13, 2022). In SEC v. StraightPath Venture Partners LLC, et al., the Court appointed Melanie 

                                                 
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. 



3 

Cyganowski, (the “Receiver”) over StraightPath and certain affiliates including the StraightPath 

Funds.    

Facts 

6. Between at least September 2019 and March 2020, Orlando, through IKE Group, 

worked as a sales agent on behalf of StraightPath. As a sales agent, Orlando solicited investors on 

behalf of the StraightPath Funds and brokered transactions in which investors would purchase 

interests in the StraightPath Funds. The interests in the StraightPath Funds are securities.  

7. During the Relevant Period, Orlando called prospective investors and pitched them 

to purchase interests in the StraightPath Funds. Orlando used lead lists provided by the principals 

of IKE Group and that he purchased himself, and he communicated with investors using methods 

of interstate commerce, including telephone and email. During his calls with prospective investors, 

Orlando introduced the StraightPath Funds to investors he believed were interested in investing in 

Pre-IPO Issuers. He did so by providing investors with information about the Pre-IPO Issuers, 

including news articles and information about the issuers’ businesses. Orlando also recommended 

the investments to prospective investors. Orlando also took steps to secure investments by 

following up to solicit prospective investors by phone or email, and by providing names and 

information of prospective investors to the principals of IKE Group, who then finalized the 

investor’s purchase of the interests in the StraightPath Funds. 

8. During the Relevant Period, Orlando solicited at least $1.1 million in investments in 

the StraightPath Funds from at least 19 investors. For soliciting those transactions, he received over 

$67,000 in transaction-based compensation from IKE Group, typically 8% of the amount invested 

by the investors he solicited.  

9. When soliciting prospective investors on behalf of the StraightPath Funds, Orlando 

was not associated with a broker-dealer registered with the Commission. Although Orlando was 

affiliated with a registered investment adviser during the Relevant Period, the actions of Orlando in 

connection with the StraightPath Funds as described above were brokerage services distinct from 

his investment advisory services. Among other facts, none of the investors solicited by Orlando 

were pre-existing clients of VCP Financial, and VCP Financial did not charge these investors a 

management fee for the value of their investments in the StraightPath Funds. Instead, Orlando’s 

compensation in connection with investments in the StraightPath Funds came solely from 

payments that IKE Group received from StraightPath. Such payments were transaction-based 

compensation for brokerage services. 

Violations 

10. As a result of the conduct described above, Orlando willfully violated Section 15(a) 

of the Exchange Act, which prohibits any broker or dealer from making use of the mails or any 

means or instrumentality of interstate commerce, to effect any transaction in, or induce or attempt 

to induce the purchase or sale of, any security unless the broker or dealer is registered in 

accordance with Section 15(b) of the Exchange Act or is a natural person who is associated with a 

registered broker or dealer. 



4 

Disgorgement and Civil Penalties 

11. The disgorgement and prejudgment interest ordered in paragraph V.D is consistent 

with equitable principles and does not exceed Respondent’s net profits from his violations, and will 

be distributed to harmed investors to the extent feasible. The Commission will remit funds paid 

pursuant to paragraph V.E to the court-appointed Receiver in SEC v. StraightPath Venture 

Partners, LLC, et al., 22-cv-3897 (S.D.N.Y. May 13, 2022), for distribution to harmed investors 

pursuant to a court-approved distribution plan. 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. 

IV. 

Undertaking 

 

12. Respondent has undertaken to provide to the Commission, within 14 days after the 

end of the 6-month suspension period described below, an affidavit that he has complied fully with 

the sanctions described in Section V below. 

V. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Orlando’s Offer. 

 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(f) 

of the Advisers Act, it is hereby ORDERED that: 

 

 A. Orlando cease and desist from committing or causing any violations and any future 

violations of Section 15(a) of the Exchange Act. 

 

B. Orlando be, and hereby is, suspended from association with any broker, dealer, 

investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization for six (6) months, effective on the second Monday 

following the entry of this Order. 

 

C. Orlando be, and hereby is, suspended from participating in any offering of a penny 

stock, including: acting as a promoter, finder, consultant, agent or other person who engages in 

activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, 

or inducing or attempting to induce the purchase or sale of any penny stock for six (6) months, 

effective on the second Monday following the entry of this Order. 

 

D. Orlando shall pay disgorgement of $67,259.60, prejudgment interest of $15,995.95, 

and civil penalties of $20,000 to the Securities and Exchange Commission. If timely payment of 

disgorgement and prejudgment interest is not made, additional interest shall accrue pursuant to 



5 

SEC Rule of Practice 600. If timely payment of a civil money penalty is not made, additional 

interest shall accrue pursuant to 31 U.S.C. § 3717.  

 

Payment shall be made in the following installments: 

 

1. $25,813.89 within 14 days of the entry of this Order; and 

2. $25,813.89 within each of 180, 240, and 360 days of the entry of this Order. 

 

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 payment set forth 

herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 

fails 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 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 

Orlando 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 Sheldon L. Pollock, Division of 

Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 

NY 10004-2616. 

 

 E. 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 paragraph V.D. above. The 

Fair Fund may be added to or combined with Fair Funds established in In the Matter of Tamir 

Shabat, and In the Matter of Danny Z. Spiegel. Amounts ordered to be paid as civil money 

penalties pursuant to this Order shall be treated as penalties paid to the government for all 

http://www.sec.gov/about/offices/ofm.htm


6 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor 

shall he 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, Respondent agrees that he 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. 

 

 F. Respondent shall comply with the undertaking enumerated in Section IV.12 above. 

 

VI. 

It is further Ordered that, solely 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 

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

amounts due by Respondent 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 

Respondent 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 

 

 

 


	UNITED STATES OF AMERICA
	I.
	II.
	III.
	Summary
	Respondent
	Other Relevant Entities
	Facts
	Disgorgement and Civil Penalties
	IV.
	V.