and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11358 / January 17, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22428 
  
 
In the Matter of 
 
SOICHIRO “MICHAEL” 
MORO,  
 
Respondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS, PURSUANT TO 
SECTION 8A OF THE SECURITIES ACT 
OF 1933, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 
of 1933 (“Securities Act”) against Soichiro “Michael” Moro (“Respondent” or “Moro”). 
 
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 it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings, 
Pursuant to Section 8A of the Securities Act of 1933, Making Findings and Imposing 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 
 
 In June and July of 2022, Moro, while serving as Chief Executive Officer (“CEO”) of 
Genesis Global Capital, LLC (“Genesis”), negligently engaged in conduct that misled investors in a 
lending program that Genesis offered and sold to retail investors with another company.  Genesis 
offered investors yield in return for the investors tendering bitcoin or other crypto assets to Genesis.  
Genesis commingled investors’ crypto assets and typically lent those assets out to institutional 
borrowers—generating revenue by charging interest to those borrowers.  In mid-June 2022, Genesis 
suffered a significant financial loss—stemming from a large borrower’s default—that put Genesis’s 
viability as a business at risk.  Yet, Moro negligently engaged in conduct that misleadingly 
downplayed the impact of that default and overstated what Genesis’s parent company, Digital 
Currency Group (“DCG”), did to help Genesis in the aftermath.  In short, Moro’s failure to exercise 
reasonable care created a materially false or misleading impression to the public regarding 
Genesis’s financial health.   
 
 In November 2022, faced with a wave of redemption requests that it could not satisfy, 
Genesis suspended withdrawals.  It filed for bankruptcy in January 2023. 
 
Respondent 
 
 1. Moro served as CEO of Genesis in June and July 2022 and until he left Genesis in 
August 2022. During this time, Moro worked from and resided in the State of New York. Moro is 
not registered with the Commission in any capacity, nor has Moro registered any securities with the 
Commission.  Moro was associated with a registered broker-dealer from 2004 to 2022. 
 
Other Relevant Entities 
 
 2. Genesis, at all relevant times, was a Delaware limited liability company formed in 
2017 and a wholly-owned subsidiary of Genesis Global Holdco, LLC, which is wholly owned by 
DCG.  Genesis has never been registered with the Commission in any capacity, nor had it registered 
any securities with the Commission. 
 
 3. DCG was founded in 2015 and is incorporated in Delaware, with its principal place 
of business in Stamford, Connecticut.  DCG has never been registered with the Commission in any 
capacity, nor has DCG registered any securities with the Commission. 
Facts 
 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 
 

 3 
4. From 2021 to 2022, Genesis offered a crypto asset lending program to retail  
investors with another company.  Genesis was in the business of lending crypto assets and U.S. 
dollars to institutional borrowers, such as crypto-focused hedge funds.  The capital to run this 
business came, in part, from retail investors who tendered crypto assets to Genesis through an 
arrangement with another company in return for interest payments.  Genesis commingled the 
tendered crypto assets and lent them out to the institutional borrowers to generate revenue.    
 
5. One of Genesis’s largest borrowers was the crypto asset hedge fund, Three Arrows 
Capital (“TAC”).  As of early June 2022, TAC had outstanding loans from Genesis that totaled 
approximately $2.4 billion.  On June 13, 2022, TAC failed to meet a margin call and ultimately 
defaulted on these loans, leaving Genesis only with collateral—mostly in the form of bitcoin or 
assets tied to the price of bitcoin.  While the value of this collateral was fluctuating, the value of the 
collateral fell far short of the $2.4 billion face value of the TAC loan.  On June 13, 2022—the day 
of the default—this shortfall was at least $500 million.  Moro was aware that there was at least a 
$500 million shortfall at the time of the default. In the days that followed, the price of Bitcoin—
and, correspondingly, the value of the TAC collateral—declined, causing Genesis’s exposure to 
grow.  On June 15, Genesis’s estimated “mark to market deficit” on the TAC loan was over $800 
million.  And on June 16, it had reached $1 billion.  Moro was aware of the “mark to market” 
exposure Genesis had with respect to the collateral it held.     
 
6. Without additional capital to replace a roughly $1 billion loss, Genesis’s viability as 
a business was at risk.  First, as a result of this likely loss, if too many Genesis lenders demanded 
back their money or crypto assets, Genesis would not be able to meet their requests.  Second, 
Genesis had roughly one billion dollars less in cash or crypto assets to use for lending purposes and 
earn interest.  Moro understood Genesis’s revenue model and the risks accompanying a rush of 
investor demands for repayment of their loans. 
 
7. Despite Genesis’s compromised financial condition in the second half of June, 
DCG executives made clear to DCG and Genesis personnel that they needed to project strength.   
On June 15, 2022, Genesis tweeted that its balance sheet was strong.  Moro, as Genesis’s CEO, 
edited, reviewed, and approved that Genesis tweet before it was posted. The tweet was materially 
false or misleading because it failed to take into account the likely loss on the TAC loan. Indeed, 
given the size of the loss at the time, Genesis’s balance sheet could not be accurately characterized 
as strong.  Then, on June 17, 2022, Moro tweeted from his personal Twitter account that Genesis 
had “shed the risk” associated with the TAC default.  Moro edited, reviewed, and approved this 
tweet before issuing it from his personal Twitter account.  This tweet was materially false or 
misleading because Genesis remained exposed to movements in the value of the collateral 
associated with the TAC loan.   
 
8. Giving more urgency to the situation, Genesis was required to provide a balance 
sheet to certain counterparties as of June 30, 2022.  Moro understood that if that balance sheet were 
to show negative equity—i.e., liabilities greater than assets—there likely would be a “run on the 
bank” and Genesis would likely have had to file for bankruptcy. 
 

 4 
9. More fundamentally, Genesis needed additional capital to protect against a potential 
influx in redemption requests and to originate new loans to generate profit as a business.  Moro 
understood this.    
 
10. On June 30, DCG executed a $1.1 billion promissory note (the “Note”). Moro 
countersigned the Note on behalf of Genesis as its CEO. The Note created a $1.1 billion obligation 
from DCG to Genesis, but required no payments—other than any recoveries in the TAC 
liquidation proceeding—until 2032.  Specifically, the Note had a 10-year term, accrued interest at 
1%, and was non-callable. Genesis recorded the Note on its balance sheet as a $1.1 billion asset. 
Importantly, this allowed it to show positive equity on its June 30th balance sheet when it 
otherwise would have shown negative equity.  Through the summer of 2022, however, the terms of 
the Note were not disclosed to Genesis’s investors. 
 
11. Executing the Note to create positive equity on the balance sheet without disclosing 
the terms of the Note to Genesis investors allowed DCG and Moro to obfuscate how and whether 
DCG had stepped in to fix the problems caused by the TAC default.  For example, in early July, 
Genesis personnel, including Moro—with the knowledge and participation of DCG personnel—
drafted a tweet, posted on July 6 from Moro’s personal Twitter account, stating that DCG had 
“assumed certain liabilities of Genesis related to [TAC] to ensure [Genesis has] adequate capital to 
operate and scale our business for the long-term.” This was false or misleading.  DCG had not 
transferred any capital to Genesis.  While the Note may have technically created positive equity on 
the Genesis balance sheet, it had not improved Genesis’s financial stability.  Moro was negligent in 
not ensuring that the detailed terms of the Note were disclosed by Genesis to Genesis’s investors. 
 
Violation 
 
12. As a result of the conduct described above, Moro violated Section 17(a)(3) of the 
Securities Act, which prohibits conduct in the offer or sale of securities that operates or would 
operate as a fraud or deceit upon the purchaser.  Claims under Section 17(a)(3) of the Securities 
Act do not require a showing of scienter; instead, a showing of negligence is sufficient. Aaron v. 
SEC, 446 U.S. 680, 696-97 (1980). 
 
13. As described above, by perpetuating a narrative that Genesis was in a strong 
financial position after the TAC default and by executing a promissory note that was falsely or 
misleadingly characterized as a solution to the problems caused by that default, Moro at least 
negligently engaged in creating a materially false or misleading impression to the public regarding 
Genesis’s financial condition. 
 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Moro’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 

 5 
 A. Pursuant to Section 8A of the Securities Act, Respondent Moro cease and desist 
from committing or causing any violations and any future violations of Section 17(a)(3) of the 
Securities Act. 
 
B. Respondent shall, within 30 days of the entry of this Order, pay a civil money 
penalty in the amount of $500,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
C. 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 
 
D. Payments by check or money order must be accompanied by a cover letter 
identifying Moro 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 Mark R. Sylvester, Division of 
Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 
N.Y.   
 
 E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, 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 

 6 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
V.  
 
 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 ACT OF 1933 

Release No. 11358 / January 17, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22428 

  

 

In the Matter of 

 

SOICHIRO “MICHAEL” 

MORO,  

 

Respondent. 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS, PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST ORDER  

   

 

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) against Soichiro “Michael” Moro (“Respondent” or “Moro”). 

 

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 it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings, 

Pursuant to Section 8A of the Securities Act of 1933, Making Findings and Imposing 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 

 

 In June and July of 2022, Moro, while serving as Chief Executive Officer (“CEO”) of 

Genesis Global Capital, LLC (“Genesis”), negligently engaged in conduct that misled investors in a 

lending program that Genesis offered and sold to retail investors with another company.  Genesis 

offered investors yield in return for the investors tendering bitcoin or other crypto assets to Genesis.  

Genesis commingled investors’ crypto assets and typically lent those assets out to institutional 

borrowers—generating revenue by charging interest to those borrowers.  In mid-June 2022, Genesis 

suffered a significant financial loss—stemming from a large borrower’s default—that put Genesis’s 

viability as a business at risk.  Yet, Moro negligently engaged in conduct that misleadingly 

downplayed the impact of that default and overstated what Genesis’s parent company, Digital 

Currency Group (“DCG”), did to help Genesis in the aftermath.  In short, Moro’s failure to exercise 

reasonable care created a materially false or misleading impression to the public regarding 

Genesis’s financial health.   

 

 In November 2022, faced with a wave of redemption requests that it could not satisfy, 

Genesis suspended withdrawals.  It filed for bankruptcy in January 2023. 

 

Respondent 

 

 1. Moro served as CEO of Genesis in June and July 2022 and until he left Genesis in 

August 2022. During this time, Moro worked from and resided in the State of New York. Moro is 

not registered with the Commission in any capacity, nor has Moro registered any securities with the 

Commission.  Moro was associated with a registered broker-dealer from 2004 to 2022. 

 

Other Relevant Entities 

 

 2. Genesis, at all relevant times, was a Delaware limited liability company formed in 

2017 and a wholly-owned subsidiary of Genesis Global Holdco, LLC, which is wholly owned by 

DCG.  Genesis has never been registered with the Commission in any capacity, nor had it registered 

any securities with the Commission. 

 

 3. DCG was founded in 2015 and is incorporated in Delaware, with its principal place 

of business in Stamford, Connecticut.  DCG has never been registered with the Commission in any 

capacity, nor has DCG registered any securities with the Commission. 

Facts 

 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 

 



 3 

4. From 2021 to 2022, Genesis offered a crypto asset lending program to retail  

investors with another company.  Genesis was in the business of lending crypto assets and U.S. 

dollars to institutional borrowers, such as crypto-focused hedge funds.  The capital to run this 

business came, in part, from retail investors who tendered crypto assets to Genesis through an 

arrangement with another company in return for interest payments.  Genesis commingled the 

tendered crypto assets and lent them out to the institutional borrowers to generate revenue.    

 

5. One of Genesis’s largest borrowers was the crypto asset hedge fund, Three Arrows 

Capital (“TAC”).  As of early June 2022, TAC had outstanding loans from Genesis that totaled 

approximately $2.4 billion.  On June 13, 2022, TAC failed to meet a margin call and ultimately 

defaulted on these loans, leaving Genesis only with collateral—mostly in the form of bitcoin or 

assets tied to the price of bitcoin.  While the value of this collateral was fluctuating, the value of the 

collateral fell far short of the $2.4 billion face value of the TAC loan.  On June 13, 2022—the day 

of the default—this shortfall was at least $500 million.  Moro was aware that there was at least a 

$500 million shortfall at the time of the default. In the days that followed, the price of Bitcoin—

and, correspondingly, the value of the TAC collateral—declined, causing Genesis’s exposure to 

grow.  On June 15, Genesis’s estimated “mark to market deficit” on the TAC loan was over $800 

million.  And on June 16, it had reached $1 billion.  Moro was aware of the “mark to market” 

exposure Genesis had with respect to the collateral it held.     

 

6. Without additional capital to replace a roughly $1 billion loss, Genesis’s viability as 

a business was at risk.  First, as a result of this likely loss, if too many Genesis lenders demanded 

back their money or crypto assets, Genesis would not be able to meet their requests.  Second, 

Genesis had roughly one billion dollars less in cash or crypto assets to use for lending purposes and 

earn interest.  Moro understood Genesis’s revenue model and the risks accompanying a rush of 

investor demands for repayment of their loans. 

 

7. Despite Genesis’s compromised financial condition in the second half of June, 

DCG executives made clear to DCG and Genesis personnel that they needed to project strength.   

On June 15, 2022, Genesis tweeted that its balance sheet was strong.  Moro, as Genesis’s CEO, 

edited, reviewed, and approved that Genesis tweet before it was posted. The tweet was materially 

false or misleading because it failed to take into account the likely loss on the TAC loan. Indeed, 

given the size of the loss at the time, Genesis’s balance sheet could not be accurately characterized 

as strong.  Then, on June 17, 2022, Moro tweeted from his personal Twitter account that Genesis 

had “shed the risk” associated with the TAC default.  Moro edited, reviewed, and approved this 

tweet before issuing it from his personal Twitter account.  This tweet was materially false or 

misleading because Genesis remained exposed to movements in the value of the collateral 

associated with the TAC loan.   

 

8. Giving more urgency to the situation, Genesis was required to provide a balance 

sheet to certain counterparties as of June 30, 2022.  Moro understood that if that balance sheet were 

to show negative equity—i.e., liabilities greater than assets—there likely would be a “run on the 

bank” and Genesis would likely have had to file for bankruptcy. 

 



 4 

9. More fundamentally, Genesis needed additional capital to protect against a potential 

influx in redemption requests and to originate new loans to generate profit as a business.  Moro 

understood this.    

 

10. On June 30, DCG executed a $1.1 billion promissory note (the “Note”). Moro 

countersigned the Note on behalf of Genesis as its CEO. The Note created a $1.1 billion obligation 

from DCG to Genesis, but required no payments—other than any recoveries in the TAC 

liquidation proceeding—until 2032.  Specifically, the Note had a 10-year term, accrued interest at 

1%, and was non-callable. Genesis recorded the Note on its balance sheet as a $1.1 billion asset. 

Importantly, this allowed it to show positive equity on its June 30th balance sheet when it 

otherwise would have shown negative equity.  Through the summer of 2022, however, the terms of 

the Note were not disclosed to Genesis’s investors. 

 

11. Executing the Note to create positive equity on the balance sheet without disclosing 

the terms of the Note to Genesis investors allowed DCG and Moro to obfuscate how and whether 

DCG had stepped in to fix the problems caused by the TAC default.  For example, in early July, 

Genesis personnel, including Moro—with the knowledge and participation of DCG personnel—

drafted a tweet, posted on July 6 from Moro’s personal Twitter account, stating that DCG had 

“assumed certain liabilities of Genesis related to [TAC] to ensure [Genesis has] adequate capital to 

operate and scale our business for the long-term.” This was false or misleading.  DCG had not 

transferred any capital to Genesis.  While the Note may have technically created positive equity on 

the Genesis balance sheet, it had not improved Genesis’s financial stability.  Moro was negligent in 

not ensuring that the detailed terms of the Note were disclosed by Genesis to Genesis’s investors. 

 

Violation 

 

12. As a result of the conduct described above, Moro violated Section 17(a)(3) of the 

Securities Act, which prohibits conduct in the offer or sale of securities that operates or would 

operate as a fraud or deceit upon the purchaser.  Claims under Section 17(a)(3) of the Securities 

Act do not require a showing of scienter; instead, a showing of negligence is sufficient. Aaron v. 

SEC, 446 U.S. 680, 696-97 (1980). 

 

13. As described above, by perpetuating a narrative that Genesis was in a strong 

financial position after the TAC default and by executing a promissory note that was falsely or 

misleadingly characterized as a solution to the problems caused by that default, Moro at least 

negligently engaged in creating a materially false or misleading impression to the public regarding 

Genesis’s financial condition. 

 

IV. 

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

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

 

 Accordingly, it is hereby ORDERED that: 

 



 5 

 A. Pursuant to Section 8A of the Securities Act, Respondent Moro cease and desist 

from committing or causing any violations and any future violations of Section 17(a)(3) of the 

Securities Act. 

 

B. Respondent shall, within 30 days of the entry of this Order, pay a civil money 

penalty in the amount of $500,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

C. 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 

 

D. Payments by check or money order must be accompanied by a cover letter 

identifying Moro 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 Mark R. Sylvester, Division of 

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

N.Y.   

 

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

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, 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 

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


 6 

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

proceeding. 

 

V.  

 

 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