SEC v. Scott Jeffrey Mason; Rubicon Wealth Management, LLC; and Orchard Park Real Estate Holdings LLC, No. 2:25-cv-00292, Eastern District of Pennsylvania (Jan. 17, 2025) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
SCOTT JEFFREY MASON, RUBICON
WEALTH MANAGEMENT, LLC, and
ORCHARD PARK REAL ESTATE
HOLDINGS LLC,
Defe
ndants.
Civil Action
No. 2:25-cv-00292
J
ury Trial Demanded
COMPLAINT
Plaintiff Securities and Exchange Commission (the “SEC” or “Commission”) alleges as
follows against defendants Scott Jeffrey Mason (“Mason”), Rubicon Wealth Management, LLC
(“Rubicon”), and Orchard Park Real Estate Holdings LLC (“Orchard Park” and together with
Mason and Rubicon, “Defendants”):
SUMMARY
1.This action concerns a multimillion-dollar scheme Mason
 orchestrated through
two entities that he owned and controlled—Orchard Park, and formerly SEC-registered
investment adviser Rubicon—to defraud at least 13 Rubicon clients and misappropriate their
money.
2.Mason and Rubicon provided investment advisory services to their clients.

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3. From at least 2016 until in or about April 2024, Mason transferred certain
Rubicon clients’ funds to Orchard Park and misappropriated them rather than invest the funds as
promised.
4. From at least the late 2000s until in or about June 2024, Mason provided
“concierge” services to one client and abused this access to that client’s accounts by transferring
millions of dollars from that client’s accounts to accounts Mason controlled.
5. Mason used the money he misappropriated for various unauthorized purposes
including to: purchase a share of a miniature golf course; partially pay back other clients; and
pay personal expenses such as country club dues and credit card debt.
6. During the period from 2014 into 2024 (the “Relevant Period”), through and
together with Rubicon and Orchard Park, Mason misappropriated more than $20 million in client
funds before his scheme unraveled at the end of the Relevant Period.
VIOLATIONS
7. By engaging in the conduct this Complaint describes Defendants violated Section
10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Mason and Rubicon further violated
Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C.
§§ 80b-6(1) & 80b-6(2)].
8. Defendants will engage in the acts, practices, transactions, and courses of business
set forth in this Complaint, or in acts, practices, transactions, and courses of business of similar
type and object, unless the Court restrains and enjoins them.

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to Exchange Act Sections 21(d) [15
U.S.C. § 78u(d)] and 21(e) [15 U.S.C. § 78u(e)] as to all Defendants, and pursuant to Sections
209(d) and 209(e) of the Advisers Act [15 U.S.C. §§ 80b-9(d), (e)] as to Mason and Rubicon.
10. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating Section 10(b) of the Exchange Act or Rule 10b-5 thereunder, and further
permanently enjoining Mason and Rubicon from violating Sections 206(1) and 206(2) of the
Advisers Act, by engaging in the acts, practices, transactions, and courses of business alleged in
this Complaint; (b) ordering Defendants to disgorge on a joint-and-several basis ill-gotten gains
they received as a result of the violations this Complaint alleges, and to pay prejudgment interest
pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and
78u(d)(7)]; (c) ordering Defendants to pay civil penalties pursuant to Exchange Act Section
21(d)(3) [15 U.S.C. § 78u(d)(3)] and, as to Mason and Rubicon, pursuant to Section 209(e) of
the Advisers Act [15 U.S.C. § 80b-9(e)]; and (d) ordering any other and further relief the Court
may deem just and proper.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), (e) and 78aa], and Sections 209(d), 209(e), and
214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), (e), 80b-14].
12. Venue is proper in the Eastern District of Pennsylvania pursuant to Section 27 of
the Exchange Act [15 U.S.C. § 78aa] and 28 U.S.C. § 1391, and Section 214 of the Advisers Act
[15 U.S.C. § 80b-14] as to Mason and Rubicon.  The Defendants reside, may be found, or
transact business in the Eastern District of Pennsylvania, and certain of the acts, practices,

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transactions, and courses of business constituting the violations of the federal securities laws
alleged in this Complaint occurred within this District.
DEFENDANTS
13. Scott Jeffrey Mason, age 66, is a resident of Gladwyne, Pennsylvania.  Mason
previously held Series 7, 24 and 63 securities licenses, and was associated with investment
adviser firms and/or broker-dealers registered with the Commission, including Rubicon.  Mason
was Rubicon’s President and managing member during the Relevant Period and became
Rubicon’s Chief Compliance Officer in 2016.  He was also an investment adviser representative
with Rubicon and gave Rubicon clients investment advice in exchange for fees during the
Relevant Period.  He was thus an investment adviser under Advisers Act Section 202(a)(11) [15
U.S.C. § 80b-2(a)(11)].
14. Rubicon Wealth Management, LLC, is a Pennsylvania limited liability
company based in Blue Bell, Pennsylvania and was an investment adviser firm registered with
the Commission during the Relevant Period.  Mason was Rubicon’s sole owner during the
Relevant Period by virtue of Mason’s sole ownership and control of Rubicon’s parent company,
Rubicon Holdings Inc. (“Rubicon Holdings”), a Pennsylvania corporation.
15. Orchard Park Real Estate Holdings LLC, is a Pennsylvania limited liability
company based in Gladwyne, Pennsylvania.  Mason formed Orchard Park in or around June of
2016 to operate and maintain rental properties in Geneva, New York.  Mason owned and
controlled Orchard Park during the Relevant Period including between in or about June of 2016
through 2024.

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FACTS

I. Mason Controlled Rubicon and Orchard Park

16. Mason owned and controlled Rubicon and Orchard Park throughout the Relevant
Period.  He directed every aspect of both entities’ operations and exercised sole decision-making
authority for Rubicon and Orchard Park.
17. Mason controlled Rubicon’s bank and brokerage accounts throughout the
Relevant Period.
18. Mason also controlled Orchard Park’s bank accounts throughout the Relevant
Period.
II. Rubicon’s Investment Advisory Business

19. In its Form ADV filed in March of 2024, Rubicon reported having roughly 115
investment-advisory clients and $231 million in assets under management.
20. Rubicon custodied client funds in accounts at certain trust and brokerage
companies, including Trust Company A and Brokerage A.
21. Rubicon also managed certain client investments outside of Trust Company A and
Brokerage A, including for certain bond, hedge fund, and venture capital investments.
22. Rubicon had discretion to trade in the accounts of certain Rubicon advisory
clients, including in client accounts custodied at Trust Company A and Brokerage A, pursuant to
wealth management agreements between Rubicon and those clients.
23. Throughout the Relevant Period, Rubicon and Mason owed their advisory clients
an affirmative fiduciary duty of utmost good faith.

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III. Mason Misappropriated Rubicon Client Funds
24. In violation of his and Rubicon’s duties to their clients as investment advisers and
in violation of the federal securities laws, Mason began making unauthorized transfers of client
funds to Orchard Park for his own benefit in or about 2016.
25. Throughout the Relevant Period, Mason typically funded such transfers by selling
client securities holdings in their advisory accounts at Trust Company A and Brokerage A.  He
then wired the proceeds to Orchard Park.
26. Mason frequently commingled clients’ funds after he transferred them from his
clients’ advisory accounts at Trust Company A and Brokerage A to Orchard Park by further
transferring them between and among Orchard Park’s, Rubicon’s, and his own bank accounts.
27. Trust Company A and Brokerage A both required client consent before permitting
the transfer of funds from clients’ advisory accounts to external accounts such as Orchard Park’s
accounts.
28. Mason circumvented this requirement in two ways.  In certain instances, Mason
falsely represented that his clients had consented to such transfers.  Mason thus sometimes
forged client signatures on account paperwork purporting to authorize such transfers.
29. In other instances, Mason obtained client consents under false pretenses.
For certain clients, Mason misrepresented the purpose of the transfers.  Those clients authorized
Mason to withdraw funds from their accounts based on Mason’s misrepresentations to them.
30. For example, Mason represented to certain clients that he would withdraw funds
from their accounts at Trust Company A or Brokerage A to invest on their behalf in bonds or
other third-party investments that were not custodied at those firms.
31. These investments were fictitious.  Mason instead used these funds for
unauthorized purposes, including for his own investments and to pay personal expenses.

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32. After such transfers, Mason also created false and misleading Rubicon account
statements purporting to reflect clients’ third-party investments with labels such as “Orchard
Park RE,” “OPRE” and “OP Real Estate.”
33. These account statements were fictitious, however, and the entries labeled to
indicate Orchard Park investments did not reflect any actual investments Mason or Rubicon had
made on their clients’ behalf.
34. Mason recommended that at least one client (“Client A”) invest in Orchard Park,
which Mason falsely represented was an investment fund that bought and sold mortgages.
35. In or about September of 2020, Client A authorized a $1.25 million transfer from
the client’s Rubicon account at Brokerage A to an Orchard Park account Mason controlled.
36. Mason misappropriated these funds and did not invest them as he represented he
would to Client A.
37. Orchard Park later paid Client A approximately $50,000 in “interest” on this
purported Orchard Park investment, at times using funds taken from at least one other Rubicon
client.
38. Mason also prepared a fictitious Orchard Park account statement that listed a false
Buffalo, New York address for Orchard Park, and contained figures purporting to show Client
A’s investment amount and one interest payment.
39. This account statement was false and misleading, however, as Mason had simply
misappropriated Client A’s funds for his own use.
IV. Mason and Rubicon Misappropriate Funds From Their “Concierge” Client
40. In or around the late 1990s, a certain Rubicon client (“Client B”) entered into an
agreement with Rubicon and Mason to receive both investment advisory services and

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“concierge” services that included paying Client B’s bills, checking his mail, and managing his
day-to-day expenditures.
41. Client B agreed to pay Rubicon one fee for both investment advisory and
concierge services.
42. Client B gave Mason access to Client B’s Rubicon advisory accounts as well as
Client B’s personal bank and other financial accounts so that Mason and Rubicon could perform
investment advisory and concierge services for Client B without his involvement.
43. Mason and Rubicon abused this access to Client B’s accounts.  Starting in or
around the late 2000s and continuing until in or about June of 2024, Mason and Rubicon
transferred millions of dollars from Client B’s accounts to accounts Mason controlled, including
his personal accounts and various Rubicon and Orchard Park accounts.  Many of these transfers
were unauthorized and/or exceeded the amounts Client B legitimately owed to Mason and/or
Rubicon.
44. Mason used funds he misappropriated from other Rubicon clients to partially
reimburse Client B and conceal Mason and Rubicon’s misappropriation of Client B’s funds.
45. Mason also ignored Client B’s directions concerning Client B’s investments and
the use of Client B’s money.
46. For example, in or around 2019, Client B directed Mason to create a brokerage
account for a family trust, and to fund the account with securities from Client B’s brokerage
account.  Mason told Client B he had created the trust account as Client B had directed.  Mason
had not.  Instead, Mason fabricated account statements and other documentation relating to the
trust account for Client B and later claimed to have transferred the account to a different
brokerage firm.  In fact, the trust account never existed.

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47. Client B suffered a substantial loss as a result of the Defendants’ conduct.
V. Mason’s Rubicon Scheme Collapses
48. Mason transferred more than $20 million in Rubicon client funds to himself,
Rubicon, and Orchard Park during the Relevant Period.
49. Mason depleted these funds through various unauthorized uses such as payments
for Mason’s personal investments and expenses and payments to clients with other clients’ funds.
50. Among other things, Mason used Rubicon client funds to purchase a partial
ownership in a miniature golf course in New Jersey, pay off his personal credit cards and other
debt, and pay his country club dues.
51. In or about the spring of 2024, one of Rubicon and Mason’s clients (“Client C”)
asked Mason to explain certain transfers from Client C’s advisory account to Orchard Park.
52. In particular, Client C inquired about transfers totaling over $3.2 million from
Client C’s advisory account to Orchard Park between 2019 and 2023.
53. Mason had in fact misappropriated Client C’s money for his own use.
54. To conceal this, Mason falsely represented to Client C that Orchard Park was a
vehicle Mason used to invest Client C’s money in a short-term bond fund.
55. Mason provided Client C with a fictitious Rubicon account statement purporting
to show the client’s investment in this bond fund.
56. Mason then transferred to Client C at least $162,500 he misappropriated from at
least one other Rubicon client as a purported “interest payment” from these fictitious bond
investments.
57. Nevertheless, Client C directed Mason to return the funds in these supposed bond
investments to the client’s Rubicon advisory account at Trust Company A.

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58. Mason did not do so because he had already used the money for his own benefit.
59. In connection with this dispute, Trust Company A became aware that Mason had
transferred funds out of Rubicon client accounts without authorization and terminated its
relationship with Rubicon.
60. Brokerage A then also terminated its relationship with Rubicon.
61. Defendants all directly or indirectly made use of the means and instrumentalities
of interstate commerce or of the mails in connection with the acts, transactions, practices, and
courses of business alleged in this Complaint.
CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
(Against All Defendants)

62. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1-61.
63. By engaging in the conduct described above, Defendants, directly or indirectly, by
use of the means or instruments of interstate commerce or of the mails, or the facility of national
securities exchanges, in connection with the purchase or sale of securities, knowingly or
recklessly:
a. employed devices, schemes, or artifices to defraud;
b. made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and/or
c. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the

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purchase or sale of any security.
64. By reason of the foregoing, Defendant violated and, unless enjoined, will continue
to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R.§
240.10b-5], thereunder.
SECOND CLAIM FOR RELIEF
Violations of Sections 206(1) and 206(2) of the Advisers Act
(Against Defendants Mason and Rubicon)

65. The Commission realleges and incorporates by reference each and every
allegation in paragraphs 1 through 61.
66. By engaging in the conduct described above, Defendants Mason and Rubicon,
knowingly or recklessly or, with respect to subpart (b), below, negligently, as investment
advisers, directly or indirectly, by use of the means or instrumentalities of interstate commerce or
of the mails:
a. employed devices, schemes, or artifices to defraud any client or prospective
client;
b. engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon any client or prospective client.
67. By reason of the foregoing, Defendants Mason and Rubicon violated, and, unless
enjoined, will continue to violate, Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§
80b-6(1), (2)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:

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I.
Permanently restraining and enjoining Defendants from, directly or indirectly, engaging
in conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];
II.
 Permanently restraining and enjoining Defendants Mason and Rubicon from, directly or
indirectly, engaging in conduct in violation of Sections 206(1) and 206(2) of the Advisers Act
[15 U.S.C. § 80b-6];
III.
 Ordering Defendants to disgorge all ill-gotten gains or unjust enrichment derived from
the activities set forth in this Complaint, together with prejudgment interest thereon, on a joint-
and-several basis;
IV.
 Ordering Defendants to pay civil penalties pursuant to Section 21(d)(3) of the Exchange
Act [15 U.S.C. § 78u(d)(3)], as well as pursuant to Section 209(e) of the Advisers Act [15 U.S.C.
§ 80b-9]   as to Defendants Mason and Rubicon; and

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V.
Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.
Respectfully submitted,
Dated:   January 17, 2025s/Spencer Willig___________________
Spencer Willig (N.Y. Bar No. 4897443)
Norman P. Ostrove
Gregory R. Bockin
Brian P. Thomas
Laura E.L. Gavin
Securities and Exchange Commission
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
(215)597-3100
[email protected]

IN THE UNITED STATES DISTRICT COURT 
FOR THE EASTERN DISTRICT OF PENNSYLVANIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

v. 

SCOTT JEFFREY MASON, RUBICON 
WEALTH MANAGEMENT, LLC, and 
ORCHARD PARK REAL ESTATE 
HOLDINGS LLC, 

Defendants. 

Civil Action No. 2:25-cv-00292 

Jury Trial Demanded 

COMPLAINT 

Plaintiff Securities and Exchange Commission (the “SEC” or “Commission”) alleges as 

follows against defendants Scott Jeffrey Mason (“Mason”), Rubicon Wealth Management, LLC 

(“Rubicon”), and Orchard Park Real Estate Holdings LLC (“Orchard Park” and together with 

Mason and Rubicon, “Defendants”): 

SUMMARY 

1. This action concerns a multimillion-dollar scheme Mason orchestrated through

two entities that he owned and controlled—Orchard Park, and formerly SEC-registered 

investment adviser Rubicon—to defraud at least 13 Rubicon clients and misappropriate their 

money. 

2. Mason and Rubicon provided investment advisory services to their clients.

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3. From at least 2016 until in or about April 2024, Mason transferred certain 

Rubicon clients’ funds to Orchard Park and misappropriated them rather than invest the funds as 

promised. 

4. From at least the late 2000s until in or about June 2024, Mason provided 

“concierge” services to one client and abused this access to that client’s accounts by transferring 

millions of dollars from that client’s accounts to accounts Mason controlled. 

5. Mason used the money he misappropriated for various unauthorized purposes 

including to: purchase a share of a miniature golf course; partially pay back other clients; and 

pay personal expenses such as country club dues and credit card debt. 

6. During the period from 2014 into 2024 (the “Relevant Period”), through and 

together with Rubicon and Orchard Park, Mason misappropriated more than $20 million in client 

funds before his scheme unraveled at the end of the Relevant Period. 

VIOLATIONS 

7. By engaging in the conduct this Complaint describes Defendants violated Section 

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

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Mason and Rubicon further violated 

Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. 

§§ 80b-6(1) & 80b-6(2)]. 

8. Defendants will engage in the acts, practices, transactions, and courses of business 

set forth in this Complaint, or in acts, practices, transactions, and courses of business of similar 

type and object, unless the Court restrains and enjoins them. 

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

9. The Commission brings this action pursuant to Exchange Act Sections 21(d) [15 

U.S.C. § 78u(d)] and 21(e) [15 U.S.C. § 78u(e)] as to all Defendants, and pursuant to Sections 

209(d) and 209(e) of the Advisers Act [15 U.S.C. §§ 80b-9(d), (e)] as to Mason and Rubicon. 

10. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating Section 10(b) of the Exchange Act or Rule 10b-5 thereunder, and further 

permanently enjoining Mason and Rubicon from violating Sections 206(1) and 206(2) of the 

Advisers Act, by engaging in the acts, practices, transactions, and courses of business alleged in 

this Complaint; (b) ordering Defendants to disgorge on a joint-and-several basis ill-gotten gains 

they received as a result of the violations this Complaint alleges, and to pay prejudgment interest 

pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 

78u(d)(7)]; (c) ordering Defendants to pay civil penalties pursuant to Exchange Act Section 

21(d)(3) [15 U.S.C. § 78u(d)(3)] and, as to Mason and Rubicon, pursuant to Section 209(e) of 

the Advisers Act [15 U.S.C. § 80b-9(e)]; and (d) ordering any other and further relief the Court 

may deem just and proper. 

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 

27 of the Exchange Act [15 U.S.C. §§ 78u(d), (e) and 78aa], and Sections 209(d), 209(e), and 

214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), (e), 80b-14]. 

12. Venue is proper in the Eastern District of Pennsylvania pursuant to Section 27 of 

the Exchange Act [15 U.S.C. § 78aa] and 28 U.S.C. § 1391, and Section 214 of the Advisers Act 

[15 U.S.C. § 80b-14] as to Mason and Rubicon.  The Defendants reside, may be found, or 

transact business in the Eastern District of Pennsylvania, and certain of the acts, practices, 

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transactions, and courses of business constituting the violations of the federal securities laws 

alleged in this Complaint occurred within this District. 

DEFENDANTS 

13. Scott Jeffrey Mason, age 66, is a resident of Gladwyne, Pennsylvania.  Mason 

previously held Series 7, 24 and 63 securities licenses, and was associated with investment 

adviser firms and/or broker-dealers registered with the Commission, including Rubicon.  Mason 

was Rubicon’s President and managing member during the Relevant Period and became 

Rubicon’s Chief Compliance Officer in 2016.  He was also an investment adviser representative 

with Rubicon and gave Rubicon clients investment advice in exchange for fees during the 

Relevant Period.  He was thus an investment adviser under Advisers Act Section 202(a)(11) [15 

U.S.C. § 80b-2(a)(11)]. 

14. Rubicon Wealth Management, LLC, is a Pennsylvania limited liability 

company based in Blue Bell, Pennsylvania and was an investment adviser firm registered with 

the Commission during the Relevant Period.  Mason was Rubicon’s sole owner during the 

Relevant Period by virtue of Mason’s sole ownership and control of Rubicon’s parent company, 

Rubicon Holdings Inc. (“Rubicon Holdings”), a Pennsylvania corporation. 

15. Orchard Park Real Estate Holdings LLC, is a Pennsylvania limited liability 

company based in Gladwyne, Pennsylvania.  Mason formed Orchard Park in or around June of 

2016 to operate and maintain rental properties in Geneva, New York.  Mason owned and 

controlled Orchard Park during the Relevant Period including between in or about June of 2016 

through 2024. 

 

 

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FACTS 
 

I. Mason Controlled Rubicon and Orchard Park 
 

16. Mason owned and controlled Rubicon and Orchard Park throughout the Relevant 

Period.  He directed every aspect of both entities’ operations and exercised sole decision-making 

authority for Rubicon and Orchard Park. 

17. Mason controlled Rubicon’s bank and brokerage accounts throughout the 

Relevant Period. 

18. Mason also controlled Orchard Park’s bank accounts throughout the Relevant 

Period. 

II. Rubicon’s Investment Advisory Business 
 

19. In its Form ADV filed in March of 2024, Rubicon reported having roughly 115 

investment-advisory clients and $231 million in assets under management. 

20. Rubicon custodied client funds in accounts at certain trust and brokerage 

companies, including Trust Company A and Brokerage A. 

21. Rubicon also managed certain client investments outside of Trust Company A and 

Brokerage A, including for certain bond, hedge fund, and venture capital investments. 

22. Rubicon had discretion to trade in the accounts of certain Rubicon advisory 

clients, including in client accounts custodied at Trust Company A and Brokerage A, pursuant to 

wealth management agreements between Rubicon and those clients. 

23. Throughout the Relevant Period, Rubicon and Mason owed their advisory clients 

an affirmative fiduciary duty of utmost good faith. 

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III. Mason Misappropriated Rubicon Client Funds 

24. In violation of his and Rubicon’s duties to their clients as investment advisers and 

in violation of the federal securities laws, Mason began making unauthorized transfers of client 

funds to Orchard Park for his own benefit in or about 2016. 

25. Throughout the Relevant Period, Mason typically funded such transfers by selling 

client securities holdings in their advisory accounts at Trust Company A and Brokerage A.  He 

then wired the proceeds to Orchard Park. 

26. Mason frequently commingled clients’ funds after he transferred them from his 

clients’ advisory accounts at Trust Company A and Brokerage A to Orchard Park by further 

transferring them between and among Orchard Park’s, Rubicon’s, and his own bank accounts. 

27. Trust Company A and Brokerage A both required client consent before permitting 

the transfer of funds from clients’ advisory accounts to external accounts such as Orchard Park’s 

accounts. 

28. Mason circumvented this requirement in two ways.  In certain instances, Mason 

falsely represented that his clients had consented to such transfers.  Mason thus sometimes 

forged client signatures on account paperwork purporting to authorize such transfers.  

29. In other instances, Mason obtained client consents under false pretenses. 

For certain clients, Mason misrepresented the purpose of the transfers.  Those clients authorized 

Mason to withdraw funds from their accounts based on Mason’s misrepresentations to them. 

30. For example, Mason represented to certain clients that he would withdraw funds 

from their accounts at Trust Company A or Brokerage A to invest on their behalf in bonds or 

other third-party investments that were not custodied at those firms. 

31. These investments were fictitious.  Mason instead used these funds for 

unauthorized purposes, including for his own investments and to pay personal expenses. 

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32. After such transfers, Mason also created false and misleading Rubicon account 

statements purporting to reflect clients’ third-party investments with labels such as “Orchard 

Park RE,” “OPRE” and “OP Real Estate.” 

33. These account statements were fictitious, however, and the entries labeled to 

indicate Orchard Park investments did not reflect any actual investments Mason or Rubicon had 

made on their clients’ behalf.   

34. Mason recommended that at least one client (“Client A”) invest in Orchard Park, 

which Mason falsely represented was an investment fund that bought and sold mortgages. 

35. In or about September of 2020, Client A authorized a $1.25 million transfer from 

the client’s Rubicon account at Brokerage A to an Orchard Park account Mason controlled. 

36. Mason misappropriated these funds and did not invest them as he represented he 

would to Client A. 

37. Orchard Park later paid Client A approximately $50,000 in “interest” on this 

purported Orchard Park investment, at times using funds taken from at least one other Rubicon 

client. 

38. Mason also prepared a fictitious Orchard Park account statement that listed a false 

Buffalo, New York address for Orchard Park, and contained figures purporting to show Client 

A’s investment amount and one interest payment. 

39. This account statement was false and misleading, however, as Mason had simply 

misappropriated Client A’s funds for his own use. 

IV. Mason and Rubicon Misappropriate Funds From Their “Concierge” Client 

40. In or around the late 1990s, a certain Rubicon client (“Client B”) entered into an 

agreement with Rubicon and Mason to receive both investment advisory services and 

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“concierge” services that included paying Client B’s bills, checking his mail, and managing his 

day-to-day expenditures. 

41. Client B agreed to pay Rubicon one fee for both investment advisory and 

concierge services. 

42. Client B gave Mason access to Client B’s Rubicon advisory accounts as well as 

Client B’s personal bank and other financial accounts so that Mason and Rubicon could perform 

investment advisory and concierge services for Client B without his involvement. 

43. Mason and Rubicon abused this access to Client B’s accounts.  Starting in or 

around the late 2000s and continuing until in or about June of 2024, Mason and Rubicon 

transferred millions of dollars from Client B’s accounts to accounts Mason controlled, including 

his personal accounts and various Rubicon and Orchard Park accounts.  Many of these transfers 

were unauthorized and/or exceeded the amounts Client B legitimately owed to Mason and/or 

Rubicon. 

44. Mason used funds he misappropriated from other Rubicon clients to partially 

reimburse Client B and conceal Mason and Rubicon’s misappropriation of Client B’s funds. 

45. Mason also ignored Client B’s directions concerning Client B’s investments and 

the use of Client B’s money. 

46. For example, in or around 2019, Client B directed Mason to create a brokerage 

account for a family trust, and to fund the account with securities from Client B’s brokerage 

account.  Mason told Client B he had created the trust account as Client B had directed.  Mason 

had not.  Instead, Mason fabricated account statements and other documentation relating to the 

trust account for Client B and later claimed to have transferred the account to a different 

brokerage firm.  In fact, the trust account never existed. 

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47. Client B suffered a substantial loss as a result of the Defendants’ conduct. 

V. Mason’s Rubicon Scheme Collapses 

48. Mason transferred more than $20 million in Rubicon client funds to himself, 

Rubicon, and Orchard Park during the Relevant Period. 

49. Mason depleted these funds through various unauthorized uses such as payments 

for Mason’s personal investments and expenses and payments to clients with other clients’ funds.   

50. Among other things, Mason used Rubicon client funds to purchase a partial 

ownership in a miniature golf course in New Jersey, pay off his personal credit cards and other 

debt, and pay his country club dues. 

51. In or about the spring of 2024, one of Rubicon and Mason’s clients (“Client C”) 

asked Mason to explain certain transfers from Client C’s advisory account to Orchard Park. 

52. In particular, Client C inquired about transfers totaling over $3.2 million from 

Client C’s advisory account to Orchard Park between 2019 and 2023.  

53. Mason had in fact misappropriated Client C’s money for his own use. 

54. To conceal this, Mason falsely represented to Client C that Orchard Park was a 

vehicle Mason used to invest Client C’s money in a short-term bond fund. 

55. Mason provided Client C with a fictitious Rubicon account statement purporting 

to show the client’s investment in this bond fund. 

56. Mason then transferred to Client C at least $162,500 he misappropriated from at 

least one other Rubicon client as a purported “interest payment” from these fictitious bond 

investments. 

57. Nevertheless, Client C directed Mason to return the funds in these supposed bond 

investments to the client’s Rubicon advisory account at Trust Company A. 

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58. Mason did not do so because he had already used the money for his own benefit. 

59. In connection with this dispute, Trust Company A became aware that Mason had 

transferred funds out of Rubicon client accounts without authorization and terminated its 

relationship with Rubicon. 

60. Brokerage A then also terminated its relationship with Rubicon. 

61. Defendants all directly or indirectly made use of the means and instrumentalities 

of interstate commerce or of the mails in connection with the acts, transactions, practices, and 

courses of business alleged in this Complaint. 

CLAIMS FOR RELIEF 
 

FIRST CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

(Against All Defendants) 
 

62. The Commission re-alleges and incorporates by reference each and every 

allegation in paragraphs 1-61. 

63. By engaging in the conduct described above, Defendants, directly or indirectly, by 

use of the means or instruments of interstate commerce or of the mails, or the facility of national 

securities exchanges, in connection with the purchase or sale of securities, knowingly or 

recklessly: 

a. employed devices, schemes, or artifices to defraud; 

b. made untrue statements of material fact or omitted to state material facts 

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

circumstances under which they were made, not misleading; and/or 

c. engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any person in connection with the 

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purchase or sale of any security. 

64. By reason of the foregoing, Defendant violated and, unless enjoined, will continue 

to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 [17 C.F.R.§ 

240.10b-5], thereunder. 

SECOND CLAIM FOR RELIEF 
Violations of Sections 206(1) and 206(2) of the Advisers Act 

(Against Defendants Mason and Rubicon) 
 

65. The Commission realleges and incorporates by reference each and every 

allegation in paragraphs 1 through 61. 

66. By engaging in the conduct described above, Defendants Mason and Rubicon, 

knowingly or recklessly or, with respect to subpart (b), below, negligently, as investment 

advisers, directly or indirectly, by use of the means or instrumentalities of interstate commerce or 

of the mails: 

a. employed devices, schemes, or artifices to defraud any client or prospective 

client; 

b. engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any client or prospective client. 

67. By reason of the foregoing, Defendants Mason and Rubicon violated, and, unless 

enjoined, will continue to violate, Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 

80b-6(1), (2)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court enter a final 

judgment: 

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I. 

Permanently restraining and enjoining Defendants from, directly or indirectly, engaging 

in conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]; 

II. 

 Permanently restraining and enjoining Defendants Mason and Rubicon from, directly or 

indirectly, engaging in conduct in violation of Sections 206(1) and 206(2) of the Advisers Act 

[15 U.S.C. § 80b-6]; 

III. 

 Ordering Defendants to disgorge all ill-gotten gains or unjust enrichment derived from 

the activities set forth in this Complaint, together with prejudgment interest thereon, on a joint-

and-several basis; 

IV. 

 Ordering Defendants to pay civil penalties pursuant to Section 21(d)(3) of the Exchange 

Act [15 U.S.C. § 78u(d)(3)], as well as pursuant to Section 209(e) of the Advisers Act [15 U.S.C. 

§ 80b-9] as to Defendants Mason and Rubicon; and 

 

 

 

 

 

 

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V. 

Granting such other and further relief as this Court may deem just, equitable, or necessary 

in connection with the enforcement of the federal securities laws and for the protection of 

investors. 

Respectfully submitted, 

Dated:   January 17, 2025 s/Spencer Willig___________________ 
Spencer Willig (N.Y. Bar No. 4897443) 
Norman P. Ostrove 
Gregory R. Bockin 
Brian P. Thomas 
Laura E.L. Gavin 
Securities and Exchange Commission 
Philadelphia Regional Office 
1617 JFK Boulevard, Suite 520 
Philadelphia, PA 19103 
(215) 597-3100
[email protected]

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