SEC v. VUUZLE MEDIA CORP.; VUUZLE MEDIA CORP. LIMITED; RONALD SHANE FLYNN; and RICHARD MARCHITTO, No. 2:21-cv-01226, District of New Jersey (June 26, 2023) — Judgment

1
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
U.S. SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
Civil No.: 21-cv-1226 (KSH) (CLW)
v.
VUUZLE MEDIA CORP., VUUZLE MEDIA
CORP. LIMITED, RONALD SHANE FLYNN,
AND RICHARD MARCHITTO,
Defendants,
           and
VUMU MUSIC LLC,
Relief Defendant.
ORDER AND JUDGMENT
THIS MATTER  having  come  before  the  Court  on  the  motion  (D.E.  144)  filed  by  the
United       States       Securities       and       Exchange       Commission       (the “SEC” or
Commission”) for entry of default against defendant Vuuzle Media Corp. (“Vuuzle US”) and for
default judgment against defendants Vuuzle US, Vuuzle Media Corp. Limited (“Vuuzle UAE”),
Ronald  Shane  Flynn,  and  Richard  Marchitto,  as  well  as  relief  defendant  Vumu  Music  LLC
(“Vumu” and collectively, “defendants”); and the Court having considered the submissions filed
by the SEC (D.E. 144, 150, 153) and Marchitto (D.E. 145, 147, 149, 151, 154); and for the reasons
set forth in the opinion filed herewith,
IT IS on this 22
nd
 day of June, 2023,
ORDERED that the motion (D.E. 144) is GRANTED IN PART and DENIED IN PART
as follows:
•The SEC’s motion for entry of default against Vuuzle US is GRANTED, and the Clerk is
directed to enter default against it;

2
•The  SEC’s  motion  for  entry  of  default  judgment  against  all  defendants  is GRANTED;
and
•The SEC’s request for injunctive relief and damages is GRANTED except as to its request
for a third-tier civil penalty against Marchitto, which is DENIED.
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Flynn, Vuuzle US,
Vuuzle UAE, and Marchitto are permanently restrained and enjoined from violating, directly or
indirectly, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated
thereunder [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate 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.
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) the  above
defendants’ officers,  agents,  servants,  employees,  and  attorneys;  and  (b)  other  persons  in  active
concert or participation with the above defendants, or with anyone described in (a).

3
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Flynn,
Vuuzle US, Vuuzle UAE, and Marchitto are permanently restrained and enjoined from violating
Section 17(a) of 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.
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)  the  above
defendants’ officers,  agents,  servants,  employees,  and  attorneys;  and  (b)  other  persons  in  active
concert or participation with the above defendants, or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Vuuzle
US, Vuuzle UAE, and Flynn are permanently restrained and enjoined from violating Section 5(a)
and 5(c) of the Securities Act [15 U.S.C. § 77e] by, directly or indirectly, in the absence of any
applicable exemption:
(a)Unless a registration statement is in effect as to a security, making use of any means

4
or instruments of transportation or communication in interstate commerce or of the mails to sell
such security through the use or medium of any prospectus or otherwise; or
(c)Making  use  of  any  means  or  instruments  of  transportation  or  communication  in
interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of
any prospectus or otherwise any security, unless a registration statement has been filed with the
Commission as to such security, or while the registration statement is the subject of a refusal order
or stop order or (prior to the effective date of the registration statement) any public proceeding or
examination under Section 8 of the Securities Act [15 U.S.C. § 77h].
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)  the  above
defendants’ officers,  agents,  servants,  employees,  and  attorneys;  and  (b)  other  persons  in  active
concert or participation with the above defendants, or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Flynn
is  permanently restrained and enjoined from violating Exchange Act Section 15(a) [15 U.S.C. §
78o(a)], by using any means or instrumentality of interstate commerce, or of the mails, to effect
any transactions in, or to induce or attempt to induce the purchase or sale of, any security (other
than an exempted security or commercial paper, bankers’ acceptances, or commercial bills) unless
registered  with  the  Commission  as  a  broker  or  dealer  or  associated  with  a  broker  or  dealer
registered with the Commission.
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

5
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Flynn’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or participation
with Flynn or with anyone described in (a).
V.
IT  IS  FURTHER  ORDERED,  ADJUDGED,  AND  DECREED that  Marchitto  is
permanently  restrained  and  enjoined  from  aiding  and  abetting  any  violation  of  Securities  Act
Section 5 [15 U.S.C. § 77e] by knowingly or recklessly providing substantial assistance to any one
that uses of the mails or any means or instrumentality of interstate commerce to:
(a)unless a registration statement is in effect as to a security, sell such security through
the use or medium of any prospectus or otherwise; or
(c)offer  to  sell  or  offer  to  buy  through  the  use  or  medium  of  any  prospectus  or
otherwise any security, unless a registration statement has been filed with the Commission as to
such security, or while the registration statement is the subject of a refusal order or stop order or
(prior  to  the  effective  date  of  the  registration  statement)  any  public  proceeding  or  examination
under Section 8 of the Securities Act [15 U.S.C. § 77h].
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)  Marchitto’s
officers,  agents,  servants,  employees,  and  attorneys;  and  (b)  other  persons  in  active  concert  or
participation with Marchitto or with anyone described in (a).
VI.
IT   IS   HEREBY   FURTHER   ORDERED,   ADJUDGED,   AND   DECREED that
defendants are liable for disgorgement of their ill-gotten gains resulting from the conduct alleged

6
in the amended complaint and supported by the additional evidence that the SEC has submitted in
support of its motion.  Defendants are also liable for pre-judgment interest on the disgorgement:
a.Flynn, Vuuzle US, and Vuuzle UAE, are jointly and severally liable for disgorgement
of $25,807,490.73 and pre-judgment interest of $720,354.08;
b.Vumu is jointly and severally liable with Flynn, Vuuzle US, and Vuuzle UAE for up
to $2,619,655 of that disgorgment figure; and
c.Marchitto  is  liable  for  disgorgement  of  $464,819  and  pre-judgment  interest  of
$12,974.31.
The  Court  further  imposes  civil  penalties  in  the  following  amounts  pursuant  to  Section
20(d) of the Securities [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)]:
a.Flynn is liable for a third-tier monetary penalty of $25,807,490.73;
b.Marchitto is liable for a first-tier monetary penalty of $31,080;
c.   Vuuzle US is liable for a third-tier monetary penalty of $1,035,909; and
d.   Vuuzle UAE is liable for a third-tier monetary penalty of $1,035,909.
Defendants shall satisfy their obligation by paying the amounts owed to the SEC within 30
days after entry of this Final Judgment.
Defendants may transmit payment electronically to the S EC, 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 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

7
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; defendants’ name as a defendant or relief 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 SEC’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 SEC
shall hold the funds (collectively, the “Fund”) until further order of this Court.
The SEC may propose a plan to distribute the Fund subject to the Court’s approval, and the Court
shall retain jurisdiction over the administration of any distribution of the Fund.
The SEC may enforce
the Court’s judgment for disgorgement and pre-judgment 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.  Defendants shall
pay
post-judgment interest on any amounts due after 30 days of entry of this Final Judgment pursuant
to 28 U.S.C. § 1961.
VII.
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.
/
s/ Katharine S. Hayden
Katharine S. Hayden, U.S.D.J.

1 

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 

U.S. SECURITIES AND EXCHANGE 
COMMISSION,  

Plaintiff, Civil No.: 21-cv-1226 (KSH) (CLW) 

v. 
VUUZLE MEDIA CORP., VUUZLE MEDIA 
CORP. LIMITED, RONALD SHANE FLYNN, 
AND RICHARD MARCHITTO, 

Defendants, 

           and  

VUMU MUSIC LLC, 

Relief Defendant. 

ORDER AND JUDGMENT 

THIS MATTER having come before the Court on the motion (D.E. 144) filed by the 

United States Securities and Exchange Commission (the “SEC” or 

Commission”) for entry of default against defendant Vuuzle Media Corp. (“Vuuzle US”) and for 

default judgment against defendants Vuuzle US, Vuuzle Media Corp. Limited (“Vuuzle UAE”), 

Ronald Shane Flynn, and Richard Marchitto, as well as relief defendant Vumu Music LLC 

(“Vumu” and collectively, “defendants”); and the Court having considered the submissions filed 

by the SEC (D.E. 144, 150, 153) and Marchitto (D.E. 145, 147, 149, 151, 154); and for the reasons 

set forth in the opinion filed herewith,  

IT IS on this 22nd day of June, 2023, 

ORDERED that the motion (D.E. 144) is GRANTED IN PART and DENIED IN PART 

as follows:  

• The SEC’s motion for entry of default against Vuuzle US is GRANTED, and the Clerk is

directed to enter default against it;

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 1 of 7 PageID: 3857



2 

• The SEC’s motion for entry of default judgment against all defendants is GRANTED;

and

• The SEC’s request for injunctive relief and damages is GRANTED except as to its request

for a third-tier civil penalty against Marchitto, which is DENIED.

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Flynn, Vuuzle US, 

Vuuzle UAE, and Marchitto are permanently restrained and enjoined from violating, directly or 

indirectly, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 promulgated 

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

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) the above 

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

concert or participation with the above defendants, or with anyone described in (a). 

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 2 of 7 PageID: 3858



3 

II. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Flynn, 

Vuuzle US, Vuuzle UAE, and Marchitto are permanently restrained and enjoined from violating 

Section 17(a) of 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. 

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) the above 

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

concert or participation with the above defendants, or with anyone described in (a). 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Vuuzle 

US, Vuuzle UAE, and Flynn are permanently restrained and enjoined from violating Section 5(a) 

and 5(c) of the Securities Act [15 U.S.C. § 77e] by, directly or indirectly, in the absence of any 

applicable exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any means

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 3 of 7 PageID: 3859



4 

or instruments of transportation or communication in interstate commerce or of the mails to sell 

such security through the use or medium of any prospectus or otherwise; or 

(c) Making use of any means or instruments of transportation or communication in

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

any prospectus or otherwise any security, unless a registration statement has been filed with the 

Commission as to such security, or while the registration statement is the subject of a refusal order 

or stop order or (prior to the effective date of the registration statement) any public proceeding or 

examination under Section 8 of the Securities Act [15 U.S.C. § 77h]. 

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) the above 

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

concert or participation with the above defendants, or with anyone described in (a). 

IV. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Flynn  

is permanently restrained and enjoined from violating Exchange Act Section 15(a) [15 U.S.C. § 

78o(a)], by using any means or instrumentality of interstate commerce, or of the mails, to effect 

any transactions in, or to induce or attempt to induce the purchase or sale of, any security (other 

than an exempted security or commercial paper, bankers’ acceptances, or commercial bills) unless 

registered with the Commission as a broker or dealer or associated with a broker or dealer 

registered with the Commission. 

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 

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 4 of 7 PageID: 3860



5 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Flynn’s officers, 

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

with Flynn or with anyone described in (a). 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Marchitto is 

permanently restrained and enjoined from aiding and abetting any violation of Securities Act 

Section 5 [15 U.S.C. § 77e] by knowingly or recklessly providing substantial assistance to any one 

that uses of the mails or any means or instrumentality of interstate commerce to: 

(a) unless a registration statement is in effect as to a security, sell such security through

the use or medium of any prospectus or otherwise; or 

(c) offer to sell or offer to buy through the use or medium of any prospectus or

otherwise any security, unless a registration statement has been filed with the Commission as to 

such security, or while the registration statement is the subject of a refusal order or stop order or 

(prior to the effective date of the registration statement) any public proceeding or examination 

under Section 8 of the Securities Act [15 U.S.C. § 77h]. 

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) Marchitto’s 

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

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

VI. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

defendants are liable for disgorgement of their ill-gotten gains resulting from the conduct alleged 

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 5 of 7 PageID: 3861



6 

in the amended complaint and supported by the additional evidence that the SEC has submitted in 

support of its motion.  Defendants are also liable for pre-judgment interest on the disgorgement: 

a. Flynn, Vuuzle US, and Vuuzle UAE, are jointly and severally liable for disgorgement

of $25,807,490.73 and pre-judgment interest of $720,354.08;

b. Vumu is jointly and severally liable with Flynn, Vuuzle US, and Vuuzle UAE for up

to $2,619,655 of that disgorgment figure; and

c. Marchitto is liable for disgorgement of $464,819 and pre-judgment interest of

$12,974.31.

The Court further imposes civil penalties in the following amounts pursuant to Section 

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

§ 78u(d)(3)]:

a. Flynn is liable for a third-tier monetary penalty of $25,807,490.73;

b. Marchitto is liable for a first-tier monetary penalty of $31,080;

c. Vuuzle US is liable for a third-tier monetary penalty of $1,035,909; and

d. Vuuzle UAE is liable for a third-tier monetary penalty of $1,035,909.

Defendants shall satisfy their obligation by paying the amounts owed to the SEC within 30 

days after entry of this Final Judgment. 

Defendants may transmit payment electronically to the SEC, 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 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 

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 6 of 7 PageID: 3862



7 

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; defendants’ name as a defendant or relief 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 SEC’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 SEC shall hold the funds (collectively, the “Fund”) until further order of this Court. 

The SEC may propose a plan to distribute the Fund subject to the Court’s approval, and the Court 

shall retain jurisdiction over the administration of any distribution of the Fund.   

The SEC may enforce the Court’s judgment for disgorgement and pre-judgment 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.  Defendants shall pay 

post-judgment interest on any amounts due after 30 days of entry of this Final Judgment pursuant 

to 28 U.S.C. § 1961.   

VII. 

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. 

/s/ Katharine S. Hayden 
Katharine S. Hayden, U.S.D.J. 

Case 2:21-cv-01226-KSH-CLW   Document 156   Filed 06/22/23   Page 7 of 7 PageID: 3863