SEC v. Nicholas A. Palazzo; 4TA Sports, Inc.; NP Ventures Holdings, LLC; and Play Caller Sports Gaming LLC, No. 5:24-cv-06602, Northern District of California (July 9, 2025) — Judgment

1

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
v.

NICHOLAS A. PALAZZO, 4TA SPORTS, INC.,

NP VENTURES HOLDINGS, LLC, and
PLAY CALLER SPORTS GAMING LLC,

 Defendants.

Case No. 5:24-cv-
6602

[PROPOSED] FINAL JUDGMENT AS TO DEFENDANTS
NICHOLAS A. PALAZZO, 4TA SPORTS, INC., NP VENTURES HOLDINGS, LLC,
AND PLAY CALLER SPORTS GAMING LLC

The Securities and Exchange Commission having filed a Complaint and Defendants
Nicholas A. Palazzo (“Palazzo”), 4TA Sports, Inc. (“4TA Sports”), NP Ventures Holdings, LLC
(“NP Ventures”), and Player Caller Sports Gaming LLC (“Play Caller”) having entered a general
appearance; consented to the Court’s jurisdiction over Defendants and the subject matter of this
action; consented to entry of this Final Judgment without admitting or denying the allegations of
the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and
waived any right to appeal from this Final Judgment:
I.
 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are
permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act
Rule 10b-5 [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate

2

commerce, or of the mails, or of any facility of any national securities exchange, in connection
with the purchase or sale of any security:
 (a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material fact
 necessary in order to make the statements made, in the light of the circumstances
 under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
 operate as a fraud or deceit upon any person.
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally
or in writing, any false or misleading statement in any communication with any investor or
prospective investor, about:
(A) any investment strategy or investment in securities;
(B) the prospects for success of any product or company;
(C) the use of investor funds;
(D) compensation to any person; or
(E) the misappropriation of investor funds or investment proceeds.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’

3

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
II.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendants are permanently restrained and enjoined from violating Section 17(a) of the
Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any
security by the use of any means or instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact
 or any omission of a material fact necessary in order to make the statements
 made, in light of the circumstances under which they were made, not misleading;
            or
 (c) to engage in any transaction, practice, or course of business which operates or
  would operate as a fraud or deceit upon the purchaser.
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally
or in writing, any false or misleading statement in any communication with any investor or
prospective investor, about:
(A) any investment strategy or investment in securities;
(B) the prospects for success of any product or company;
(C) the use of investor funds;

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(D) compensation to any person; or
(E) the misappropriation of investor funds or investment proceeds.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendants or with anyone described in (a).
III.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to
Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)],
 and Section
20(b) of the Securities Act [15 U.S.C. § 77t(b)], Defendant Palazzo is prohibited, for 5 years
following the date of entry of this Final Judgment, from directly or indirectly, including, but not
limited to, through any entity owned or controlled by Defendant Palazzo, participating in the
issuance, purchase, offer, or sale of any security; provided, however, that such injunction shall
not prevent Defendant Palazzo from purchasing or selling securities for his own personal
account.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant
Palazzo’s officers, agents, servants, employees, and attorneys; and (b) other persons in active
concert or participation with Defendant Palazzo or with anyone described in (a).

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IV.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to
Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] Defendant Palazzo is prohibited,
for 5 years following the date of entry of this Final Judgment, 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. § 78l] or that is required to file reports pursuant to Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)].
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant Palazzo is individually liable for disgorgement of $2,648,132.73, representing net
profits gained as a result of the conduct alleged in the Complaint, together with prejudgment
interest thereon in the amount of $314,996.96, and a civil penalty in the amount of $150,000
pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)], and Exchange Act Section 21(d)(3)
[15 U.S.C. § 78u(d)(3)].  Additionally, Defendant 4TA Sports is liable, jointly and severally,
with Defendant Palazzo, for disgorgement of $894,425.08; and that Defendant NP Ventures is
liable, jointly and severally, with Defendant Palazzo, for disgorgement of $927,164.43; and that
Defendant Play Caller is liable, jointly and severally, with Defendant Palazzo, for disgorgement
of $826,543.22.  The Defendants shall satisfy this obligation by paying the amounts owed to the
Securities and Exchange Commission within 30 days after entry of this Final Judgment.
Defendants may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request.  Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm
.  Defendants may also pay by certified check, bank

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cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

 and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Nicholas A. Palazzo, 4TA Sports, Inc., NP Ventures Holdings, LLC, and Play Caller
Sports Gamining LLC as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
Defendants shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action.  By making this payment,
Defendants relinquish all legal and equitable right, title, and interest in such funds and no part of
the funds shall be returned to Defendants.
The Commission may enforce the Court’s judgment for disgorgement and prejudgment
interest by using all collection procedures authorized by law, including, but not limited to,
moving for civil contempt at any time after 30 days following entry of this Final Judgment.
The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action.  Defendants shall pay post judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall
hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s

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approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Judgment 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, Defendants shall not, after offset or reduction of any award of compensatory
damages in any Related Investor Action based on Defendant’s payment of disgorgement in this
action, argue that he or it are entitled to, nor shall he or it further benefit by, offset or reduction
of such compensatory damages award by the amount of any part of Defendant’s payment of a
civil penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants
such a Penalty Offset, Defendants 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 United States Treasury or to a Fair Fund, as the Commission directs.  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 Judgment.  For purposes of this paragraph, a “Related
Investor Action” means a private damages action brought against Defendants by or on behalf of
one or more investors based on substantially the same facts as alleged in the Complaint in this
action.

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VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consents are
incorporated herein with the same force and effect as if fully set forth herein, and that
Defendants shall comply with all of the undertakings and agreements set forth therein.
____________________________________
EDWARD J. DAVILA
UNITED STATES DISTRICT JUDGE
VII.
IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely
 for
p
urposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C.
§523, the allegations in the complaint are true and admitted by Defendants, and further, any debt
f
or disgorgement, prejudgment interest, civil penalty or other amounts due by Defendants under
this Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by Defendants 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).
VIII.
IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
ju
risdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
DATED:  June 30, 2025

1 
 

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 

SAN JOSE DIVISION 
 

 
SECURITIES AND EXCHANGE COMMISSION, 
 
 Plaintiff, 
v. 
 
NICHOLAS A. PALAZZO, 4TA SPORTS, INC.,  
NP VENTURES HOLDINGS, LLC, and  
PLAY CALLER SPORTS GAMING LLC, 
 
  Defendants. 
 

  
 
Case No. 5:24-cv-6602 
 
 
 

 
[PROPOSED] FINAL JUDGMENT AS TO DEFENDANTS 

NICHOLAS A. PALAZZO, 4TA SPORTS, INC., NP VENTURES HOLDINGS, LLC, 
AND PLAY CALLER SPORTS GAMING LLC 

 
The Securities and Exchange Commission having filed a Complaint and Defendants 

Nicholas A. Palazzo (“Palazzo”), 4TA Sports, Inc. (“4TA Sports”), NP Ventures Holdings, LLC 

(“NP Ventures”), and Player Caller Sports Gaming LLC (“Play Caller”) having entered a general 

appearance; consented to the Court’s jurisdiction over Defendants and the subject matter of this 

action; consented to entry of this Final Judgment without admitting or denying the allegations of 

the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and 

waived any right to appeal from this Final Judgment: 

I. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendants are 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act 

Rule 10b-5 [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate 

Case 5:24-cv-06602-EJD     Document 40     Filed 06/30/25     Page 1 of 8



 

2 
 

commerce, or of the mails, or of any facility of any national securities exchange, in connection 

with the purchase or sale of any security:  

 (a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material fact 

 necessary in order to make the statements made, in the light of the circumstances 

 under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person. 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about:   

(A) any investment strategy or investment in securities; 

(B) the prospects for success of any product or company; 

(C) the use of investor funds; 

(D) compensation to any person; or 

(E) the misappropriation of investor funds or investment proceeds.  

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’ 

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3 
 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendants or with anyone described in (a). 

II. 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendants are permanently restrained and enjoined from violating Section 17(a) of the 

Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any 

security by the use of any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact 

 or any omission of a material fact necessary in order to make the statements 

 made, in light of the circumstances under which they were made, not misleading; 

 or 

 (c) to engage in any transaction, practice, or course of business which operates or  

  would operate as a fraud or deceit upon the purchaser. 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about:   

(A) any investment strategy or investment in securities; 

(B) the prospects for success of any product or company; 

(C) the use of investor funds; 

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(D) compensation to any person; or 

(E) the misappropriation of investor funds or investment proceeds.  

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendants’ 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendants or with anyone described in (a). 

III. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to 

Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)], and Section 

20(b) of the Securities Act [15 U.S.C. § 77t(b)], Defendant Palazzo is prohibited, for 5 years 

following the date of entry of this Final Judgment, from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by Defendant Palazzo, participating in the 

issuance, purchase, offer, or sale of any security; provided, however, that such injunction shall 

not prevent Defendant Palazzo from purchasing or selling securities for his own personal 

account. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant 

Palazzo’s officers, agents, servants, employees, and attorneys; and (b) other persons in active 

concert or participation with Defendant Palazzo or with anyone described in (a). 

 

 

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IV. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to 

Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] Defendant Palazzo is prohibited, 

for 5 years following the date of entry of this Final Judgment, 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. § 78l] or that is required to file reports pursuant to Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)]. 

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant Palazzo is individually liable for disgorgement of $2,648,132.73, representing net 

profits gained as a result of the conduct alleged in the Complaint, together with prejudgment 

interest thereon in the amount of $314,996.96, and a civil penalty in the amount of $150,000 

pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)], and Exchange Act Section 21(d)(3) 

[15 U.S.C. § 78u(d)(3)].  Additionally, Defendant 4TA Sports is liable, jointly and severally, 

with Defendant Palazzo, for disgorgement of $894,425.08; and that Defendant NP Ventures is 

liable, jointly and severally, with Defendant Palazzo, for disgorgement of $927,164.43; and that 

Defendant Play Caller is liable, jointly and severally, with Defendant Palazzo, for disgorgement 

of $826,543.22.  The Defendants shall satisfy this obligation by paying the amounts owed to the 

Securities and Exchange Commission within 30 days after entry of this Final Judgment. 

Defendants may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request.  Payment may also be made directly 

from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm.  Defendants may also pay by certified check, bank 

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6 
 

cashier’s check, or United States postal money order payable to the Securities and Exchange 

Commission, which shall be delivered or mailed to  

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

 and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; Nicholas A. Palazzo, 4TA Sports, Inc., NP Ventures Holdings, LLC, and Play Caller 

Sports Gamining LLC as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment.   

Defendants shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission’s counsel in this action.  By making this payment, 

Defendants relinquish all legal and equitable right, title, and interest in such funds and no part of 

the funds shall be returned to Defendants.   

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment.   

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action.  Defendants shall pay post judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall 

hold the funds, together with any interest and income earned thereon (collectively, the “Fund”), 

pending further order of the Court.     

The Commission may propose a plan to distribute the Fund subject to the Court’s 

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7 
 

approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court.    

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Judgment 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, Defendants shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant’s payment of disgorgement in this 

action, argue that he or it are entitled to, nor shall he or it further benefit by, offset or reduction 

of such compensatory damages award by the amount of any part of Defendant’s payment of a 

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

such a Penalty Offset, Defendants 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 United States Treasury or to a Fair Fund, as the Commission directs.  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 Judgment.  For purposes of this paragraph, a “Related 

Investor Action” means a private damages action brought against Defendants by or on behalf of 

one or more investors based on substantially the same facts as alleged in the Complaint in this 

action. 

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VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consents are 

incorporated herein with the same force and effect as if fully set forth herein, and that 

Defendants shall comply with all of the undertakings and agreements set forth therein. 

____________________________________ 
EDWARD J. DAVILA
UNITED STATES DISTRICT JUDGE 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for 

purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. 

§523, the allegations in the complaint are true and admitted by Defendants, and further, any debt 

for disgorgement, prejudgment interest, civil penalty or other amounts due by Defendants under 

this Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendants 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). 

VIII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

DATED:  June 30, 2025

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