SEC v. Marco G. Santarelli, No. 8:25-cv-02375, Central District of California (Nov. 19, 2025) — Complaint

COMPLAINT
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KATHRYN C. WANNER (Cal. Bar No. 269310)
Email:  [email protected]
MARC BLAU (Cal. Bar No. 198162)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Brent Wilner, Associate Director
Douglas M. Miller, Supervisory Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
MARCO G. SANTARELLI,
Defendant.
    Case    No.
COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDI
CTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t
(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).
2.Defendants have, directly or indirectly, ma
de use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
8:25-cv-02375

COMPLAINT
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business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a)
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendant Marco Santarelli (“Santarelli”),
resides in this district.
SUMMARY
4. From in or about June 2020 through in or about June 2024, Marco G.
Santarelli (“Santarelli”) used his company Norada Capital Management, LLC
(“Norada”) to fraudulently raise tens of millions of dollars from hundreds of investors
nationwide by offering them unsecured, high-yield Norada promissory notes that he
eventually could only repay by using other investor funds (i.e., a Ponzi scheme).
5. To lure investors into the scheme, Santarelli falsely told investors that
Norada would invest in assets with “high cash-flow or future cash-flow potential” and
“strong capital preservation potential.”  Santarelli also falsely told investors that these
assets were an appropriate investment for retirement.
6. Contrary to Santarelli’s representations to investors, however, Norada’s
portfolio largely consisted of volatile and speculative investments.
7. Indeed, these volatile and speculative investments could not satisfy the
returns Norada had promised to investors and Norada began using other investor
funds to pay the returns that it had promised to investors.  In total, between June of
2020 and June 2024, Norada used more than $18 million of investor funds to make
Ponzi-like payments to its investors.
8. Santarelli never disclosed these Ponzi-like payments to investors.  In
fact, after Norada began using investor funds to pay investor returns, in August 2023,
Santarelli started offering investors even higher rates of return on their investment.
Specifically, he offered investors a 5% bonus on top of their already promised rates

COMPLAINT
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of return, which ranged from 12% to 17% per year.  This allowed Norada to raise an
additional $10.4 million from investors that month alone, and an additional $43
million over the next ten months.
9. Norada’s and Santarelli’s Ponzi scheme eventually collapsed and in June
2024, Santarelli notified investors that Norada was suspending distribution payments
and issuing equity in Norada in place of its debt.  By early 2025, Norada shut down
entirely, causing many investors to lose their investments.
10. By engaging in this conduct, defendant Santarelli violated the securities
registration provisions of Section 5(a) and 5(c) of the Securities Act, 15 U.S.C. § 77f,
and the antifraud provisions of Section 17(a) of the Securities Act, 15 U.S.C. § 77q,
and Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5
thereunder.
11. With this action, the SEC seeks permanent injunctive relief against
defendant Santarelli to prevent future violations of the federal securities laws, a
conduct based injunction, disgorgement of any ill-gotten gains, along with
prejudgment interest, and a civil penalty.
THE DEFENDANT
12. Defendant Marco Santarelli (“Santarelli”) is a resident of Laguna
Niguel, California.  Santarelli was the sole owner of Norada Capital Management,
LLC.
RELEVANT ENTITY
13. Norada Capital Management, LLC (“Norada”) was a single member
Wyoming limited liability company with its principal place of business in Laguna
Niguel, California.  Norada was managed solely by Santarelli and was not registered
with the United States Securities Commission in any capacity.  It purportedly offered
stable high yield investments to the investing public.

COMPLAINT
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THE FRAUD
1. Scheme To Defraud
a. Santarelli Represented that Norada Investments were Safe and
Secure
14. From its inception in 2020 until its closure in 2025, Santarelli, through
Norada, offered and sold promissory notes that purportedly paid exceptionally high
rates of return through its Norada Capital Fund.
15. Santarelli solicited investors in Norada through internet advertisements,
as well as through podcasts and webinars Santarelli hosted wherein he discussed the
various investment opportunities offered by Norada.
16. The Norada promissory notes offered rates of return that varied based
upon the amount invested and fluctuated from year-to-year, ranging from 12% to
14% for investments of less than $100,000, up to 15% to 17% with a 5% bonus at
maturity for investments in excess of $200,000.  The high rates of return were a key
selling point for many of Norada’s investors.
17. Although Norada employed a few salespeople to market the notes to
investors, Santarelli solely ran the company—he created and disseminated Norada’s
marketing materials including the weekly webinars he posted online, communicated
with investors and prospective investors, and controlled the company’s bank
accounts.
18. According to one salesperson, Norada was a “one-man operation” run by
Santarelli, who served as the source of all information provided to investors.
19. In addition to promising stable high yields to investors, Norada also
claimed to provide capital preservation and that the notes were suitable for retirement
accounts.
20. For example, a 2020 brochure that Santarelli provided to early investors
states “[y]ou don’t have to chase the unpredictable returns offered by the stock
market! . . .Norada seeks high and stable income, consistent with long-term

COMPLAINT
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preservation of capital.”
21. Santarelli represented that the Norada notes were backed up by “hard
assets and collateral” and therefore less risky than other speculative investments.
22. Santarelli pitched Norada as “IRA Friendly” to investors, providing
“investors with a way to put to use their self-directed traditional IRA or Roth IRA.”
23. Santarelli described Norada as “predictable income with promissory
notes” and stated that the rates of return were “fixed.”
24. Santarelli claimed that an investment in Norada provided investors with
“predictable monthly income and double-digit returns.”
25. In August 2023, a prospective investor sent Santarelli an email, asking
about the likelihood of losing his investment principal, to which Santarelli replied
“[s]hort of a major global event, like a black swan event, the odds are very small.
Hard to put a number of (sic) it, but I’m guessing less than 2%.”
26. Santarelli repeated this black swan analogy to multiple Norada investors
encouraging them to invest because of the safety of the investment.
27. Santarelli’s representations to investors about Norada being a safe and
secure investment, or words to that effect, were material.  That is, they were
important to a reasonable investor in making an investment decision and significantly
altered the total mix of information available to the investor.
b. Santarelli’s Representations About Norada Were Materially False
and Misleading
28. Contrary to Santarelli’s representations to investors about Norada
promising higher-than-market yields, preserving investor capital, and meeting the
particular needs of elderly investors seeking a fixed income, Norada invested in
assets that did not meet these investment objectives and did not provide any of the
safety and security that Santarelli had promised.
29. For example, in 2020, Norada’s portfolio included intellectual property
assets of several retailers, which had been purchased out of bankruptcy, musical

COMPLAINT
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productions, approximately $5 million dollars of crypto assets held in an account at
Coinbase opened in Santarelli’s name and not in the name of Norada, and $1 million
in real estate-related assets.
30. In late 2022 and early 2023, Santarelli entered into a $90 million debt
agreement on behalf of Norada to fund the purchase of membership interests in three
“Mastermind” entities for $30 million apiece from the entities’ owner Collective
Equity.
31. Under the terms of the deal with Collective, Norada was obligated to pay
Collective Equity $1.5 million per month for five years to acquire its equity interest
in the Mastermind entities.
32. The Mastermind entities that Norada contracted to buy sold business
education classes at events targeting aspiring entrepreneurs featuring celebrity guest
speakers from business, sports, and entertainment professions.
33. Two of the founders of Collective Equity described the Mastermind
business as an inherently risky start-up venture.
34. Norada ultimately paid down more than $45 million of the debt used to
fund the Mastermind purchases and received nominal returns.
35. By in or about Summer 2023, Norada still owed $45 million to
Collective Equity, putting Norada in a precarious financial situation.
c. Norada Makes Ponzi-Like Payments to Investors
36. As a result of the debt service obligations from its investment in the
Mastermind entities, Norada’s incoming revenues could not keep pace with its
outgoing payment obligations to investors.
37. From November 2022, when Norada first acquired its interests in
Mastermind, to July 2023, Norada paid its investors returns of approximately $6.1
million more than it earned on its investments.  Norada paid these returns to investors
by drawing on the more than $22.6 million — roughly $2.5 million per month – from
what it raised from investors during the same time period.

COMPLAINT
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38. At no time was the revenue Norada generated sufficient to cover the
interest payments that Norada owed its investors and its other expenses.
39. So, to generate additional revenue, in August 2023, Santarelli offered
prospective investors a 5% annual bonus on new investments, even though he knew,
or was reckless and negligent for not knowing, that Norada was already using
investor funds to pay the returns it had promised to other investors.
40. Santarelli’s offer of a 5% bonus to investors meant that Norada became
obligated to pay as much as 22% per year of interest on some of the money the
company raised from investors.
41. Altogether the 5% bonus allowed Norada to raise an additional $54
million from investors between in or about August 2023 and June 2024.
42. In that 11-month time span, Norada paid investor returns that exceeded
investment revenues by over $10 million.  This meant that existing investors
receiving this over $10 million were paid not by investment revenues but through
new investor money.
43. In total, between June 2020 and through June 2024, Norada used more
than $18 million of investor funds to make Ponzi-like payments to other investors.
d. Santarelli’s Scheme Collapses
44. On or about June 20, 2024, Santarelli notified investors by email that
“due to current market conditions and unforeseen financial challenges” Norada had
decided to “temporarily” suspend distribution payments and to issue equity in Norada
in place of its debt.
45. On or about July 8, 2024, Santarelli sent investors another email which
once again placed blame for the failure to make distribution payments on “tight
capital markets, slower-than-expected revenue growth . . . and the overall cash
position and distribution schedules of our portfolio businesses.”  In this email
Santarelli also informed investors that they were “now invested as an equity
shareholder” in Norada.

COMPLAINT
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46. Upon information and belief, Norada ceased operations in or around
early 2025.
e. Santarelli Obtained Money in Connection with the Sale of Norada’s
Securities
47. Santarelli obtained money in connection with the materially false and
misleading statements he made to investors.  Specifically, Santarelli obtained the at
least $5 million in crypto assets that he held in his name in a Coinbase account.
f. Santarelli Acted With Scienter or at Least Negligence
48. Santarelli acted with scienter in carrying out the scheme to defraud and
in making the false and misleading statements to investors.  Santarelli also acted
negligently in carrying out his scheme and in making the false and misleading
statements, that is, he failed to exercise the level of care that a reasonable person
would have exercised under the same circumstances.
49. Santarelli’s scienter and failure to act reasonably under the
circumstances is demonstrated, in part, by the following:
a. Santarelli invested in a risky portfolio that included
intellectual property assets of several retailers, which had been purchased out of
bankruptcy, musical productions, $1 million in real estate-related assets and the
“Mastermind” entities.
b. Santarelli purchased approximately $5 million dollars of crypto assets
that he held in an account at Coinbase in his name and not in the name of Norada.
c. Santarelli promised investors a 5% bonus and raised an additional
$54 million from investors between in or about August 2023 and June 2024, after
Norada had already begun using investor funds to pay returns.
2. The Notes Santarelli Offered to Investors Are Securities
50. The Norada promissory notes Santarelli offered to investors are
securities.
51. Each investor invested money in a common enterprise, namely the

COMPLAINT
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Norada investments, with the expectation of profit in the form of interest payments
that were to be derived from the efforts of others.
52. Investors in the Norada Capital Fund expected to receive interest
payments of between 12% and 17%, which far exceeded the rates available on
traditional and more conservative retirement investments.
53. Santarelli, through Norada, marketed, offered and sold the notes through
the internet, webinars, and podcasts disseminated to hundreds of investors
nationwide.
54. A reasonable investor would consider the Norada notes to be securities.
55. Norada’s notes were not insured or collateralized, and no alternative
regulatory scheme regulates the notes.
56. Investors purchased the notes with the same type of consideration by
providing money which was then pooled into Norada’s bank accounts.
57. The success of Norada’s Capital Fund investments was attributable to
the overall performance of its investments, and those risks and rewards were shared
on a pro rata basis by the investors.
58. Santarelli had the ability to choose all of the investment opportunities in
which to invest including choosing particular retailers, particular musicals, and
particular Mastermind classes so as to create a profit margin that it could share with
Norada investors.
59. If Norada profited, then Santarelli and the investors would also profit.
60. Investors in the Norada Capital Fund were entirely passive and
dependent on Santarelli, who controlled Norada.
3. Santarelli Conducted Unregistered Offering
61. The offering sold by Santarelli through Norada was not registered with
the Commission.
62. The notes sold by Santarelli through Norada were offered and sold
through interstate commerce to investors in multiple states.

COMPLAINT
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63. No exemptions to registration under the federal securities laws applied to
the note offering sold by Santarelli through Norada.
64. At least two investors who purchased the notes sold by Santarelli
through Norada were not accredited investors.
65. The notes sold by Santarelli through Norada exceeded $10 million in
value.
66. Santarelli used general solicitation, including online advertisements,
webinars, YouTube videos and podcasts to offer and sell securities to investors in
Norada.
FIRST CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(against Defendant Santarelli)
67. The SEC realleges and incorporates by reference paragraphs 1 through
66 above.
68. In connection with the purchase or sale of securities, Defendant
Santarelli employed deceptive acts and practices, and engaged in a course of conduct
to deceive investors in his offer and sale of Norada’s securities.  He did so by making
interest payments to investors that were financed with other investors’ capital, falsely
creating an appearance of profitability. In addition, Defendant Santarelli, in his
solicitations to investors, made materially false and misleading statements to
investors about the safety and security of Norada’s investments when in reality,
Norada’s investment portfolio was almost exclusively comprised of non-stable highly
speculative business ventures.
69. By engaging in the conduct described above, Defendant Santarelli,
directly or indirectly, in connection with the purchase or sale of a security, by the use
of means or instrumentalities of interstate commerce, of the mails, or of the facilities
of a national securities exchange:  (a) employed devices, schemes, or artifices to

COMPLAINT
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defraud; (b) made untrue statements of a material fact or omitted 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; and (c) engaged in acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other
persons.
70. Defendant Santarelli, with scienter, employed devices, schemes and
artifices to defraud; made untrue statements of a material fact or omitted 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; and engaged in acts,
practices or courses of conduct that operated as a fraud on the investing public by the
conduct described in detail above.
71. By engaging in the conduct described above, Santarelli violated, and
unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) thereunder, 17
C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c).
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(against Defendant Santarelli)
72. The SEC realleges and incorporates by reference paragraphs 1 through
66 above.
73. In connection with the offer or sale of securities, Defendant Santarelli
employed deceptive acts and practices, and engaged in a course of conduct to deceive
investors in his offer and sale of Norada’s securities.  He did so by making interest
payments to investors that were financed with other investors’ capital, falsely creating
an appearance of profitability. In addition, Defendant Santarelli, in his solicitations to
investors, made materially false and misleading statements to investors about the
safety and security of Norada’s investments when in reality, Norada’s investment

COMPLAINT
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portfolio was almost exclusively comprised of non-stable highly speculative business
ventures.
74. By engaging in the conduct described above, Defendant Santarelli,
directly or indirectly, in the offer or sale of securities, and by the use of means or
instruments of transportation or communication in interstate commerce or by use of
the mails directly or indirectly:  (a) employed devices, schemes, or artifices to
defraud; (b) obtained money or property by means of untrue statements of a material
fact or by omitting to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading; and
(c) engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.
75. Defendant Santarelli, with scienter, employed devices, schemes and
artifices to defraud; with scienter or negligence, obtained money or property by
means of untrue statements of a material fact or by omitting to state a material fact
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; and, with scienter or negligence, engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
76. By engaging in the conduct described above, Defendant Santarelli
violated, and unless restrained and enjoined will continue to violate, Sections
17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1),
77q(a)(2), & 77q(a)(3).
THIRD CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(against Defendant Santarelli)
77. The SEC realleges and incorporates by reference paragraphs 1 through
66 above.

COMPLAINT
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78. The Norada offering involved the offering of securities in the form of
promissory notes.
79. The Norada offering was never registered with the SEC, and no
exemptions from the registration requirements applied to it.
80. By engaging in the conduct described above, Defendant Santarelli,
directly or indirectly, singly and in concert with others, has made use of the means or
instruments of transportation or communication in interstate commerce, or of the
mails, to offer to sell or to sell securities, or carried or caused to be carried through
the mails or in interstate commerce, by means or instruments of transportation,
securities for the purpose of sale or for delivery after sale, when no registration
statement had been filed or was in effect as to such securities, and when no
exemption from registration was applicable.
81. By engaging in the conduct described above, Defendant Santarelli
violated, and unless restrained and enjoined, are reasonably likely to continue to
violate, Sections 5(a) and 5(c), 15 U.S.C. §§ 77e(a) & 77e(c).
PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendant Santarelli
committed the alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Santarelli and his officers, agents, servants,
employees and attorneys, and those persons in active concert or participation with
any of them, who receive actual notice of the judgment by personal service or
otherwise, and each of them, from violating Sections 5(a), 5(c) and 17(a) of the
Securities Act [15 U.S.C. §§ 77e(a), 77e(c), §77q(a)], and Section 10(b) of the

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Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-
5].
III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant Santarelli from directly or
indirectly, including, but not limited to, through any entity owned or controlled by
him, participating in the issuance, purchase, offer, or sale of any security in an
unregistered offering by an issuer; provided, however, that such injunction shall not
prevent Santarelli from purchasing or selling securities for his own personal account.
IV.
Order Defendant Santarelli to disgorge all funds received from his illegal
conduct, together with prejudgment interest thereon, pursuant to Exchange Act
Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
V.
Order Defendant Santarelli to pay civil penalties under Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)].
VI.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.

COMPLAINT
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VII.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated: October 20, 2025
 /s/ Kathryn C. Wanner
KATHRYN C. WANNER
Attorney for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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KATHRYN C. WANNER (Cal. Bar No. 269310) 
Email:  [email protected] 
MARC BLAU (Cal. Bar No. 198162) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Brent Wilner, Associate Director 
Douglas M. Miller, Supervisory Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

MARCO G. SANTARELLI, 

Defendant. 

 Case No. 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendants have, directly or indirectly, made use of the means or

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices and courses of 

8:25-cv-02375

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COMPLAINT 2  

 

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business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a) 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendant Marco Santarelli (“Santarelli”), 

resides in this district. 

SUMMARY 

4. From in or about June 2020 through in or about June 2024, Marco G. 

Santarelli (“Santarelli”) used his company Norada Capital Management, LLC 

(“Norada”) to fraudulently raise tens of millions of dollars from hundreds of investors 

nationwide by offering them unsecured, high-yield Norada promissory notes that he 

eventually could only repay by using other investor funds (i.e., a Ponzi scheme). 

5. To lure investors into the scheme, Santarelli falsely told investors that 

Norada would invest in assets with “high cash-flow or future cash-flow potential” and 

“strong capital preservation potential.”  Santarelli also falsely told investors that these 

assets were an appropriate investment for retirement.  

6. Contrary to Santarelli’s representations to investors, however, Norada’s 

portfolio largely consisted of volatile and speculative investments.   

7. Indeed, these volatile and speculative investments could not satisfy the 

returns Norada had promised to investors and Norada began using other investor 

funds to pay the returns that it had promised to investors.  In total, between June of 

2020 and June 2024, Norada used more than $18 million of investor funds to make 

Ponzi-like payments to its investors. 

8. Santarelli never disclosed these Ponzi-like payments to investors.  In 

fact, after Norada began using investor funds to pay investor returns, in August 2023, 

Santarelli started offering investors even higher rates of return on their investment.  

Specifically, he offered investors a 5% bonus on top of their already promised rates 

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COMPLAINT 3  

 

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of return, which ranged from 12% to 17% per year.  This allowed Norada to raise an 

additional $10.4 million from investors that month alone, and an additional $43 

million over the next ten months.   

9. Norada’s and Santarelli’s Ponzi scheme eventually collapsed and in June 

2024, Santarelli notified investors that Norada was suspending distribution payments 

and issuing equity in Norada in place of its debt.  By early 2025, Norada shut down 

entirely, causing many investors to lose their investments.   

10. By engaging in this conduct, defendant Santarelli violated the securities 

registration provisions of Section 5(a) and 5(c) of the Securities Act, 15 U.S.C. § 77f, 

and the antifraud provisions of Section 17(a) of the Securities Act, 15 U.S.C. § 77q, 

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

thereunder. 

11. With this action, the SEC seeks permanent injunctive relief against 

defendant Santarelli to prevent future violations of the federal securities laws, a 

conduct based injunction, disgorgement of any ill-gotten gains, along with 

prejudgment interest, and a civil penalty. 

THE DEFENDANT 

12. Defendant Marco Santarelli (“Santarelli”) is a resident of Laguna 

Niguel, California.  Santarelli was the sole owner of Norada Capital Management, 

LLC.      

RELEVANT ENTITY 

13. Norada Capital Management, LLC (“Norada”) was a single member 

Wyoming limited liability company with its principal place of business in Laguna 

Niguel, California.  Norada was managed solely by Santarelli and was not registered 

with the United States Securities Commission in any capacity.  It purportedly offered 

stable high yield investments to the investing public.   

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COMPLAINT 4  

 

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THE FRAUD 

1. Scheme To Defraud 

a. Santarelli Represented that Norada Investments were Safe and 

Secure 

14. From its inception in 2020 until its closure in 2025, Santarelli, through 

Norada, offered and sold promissory notes that purportedly paid exceptionally high 

rates of return through its Norada Capital Fund.   

15. Santarelli solicited investors in Norada through internet advertisements, 

as well as through podcasts and webinars Santarelli hosted wherein he discussed the 

various investment opportunities offered by Norada.   

16. The Norada promissory notes offered rates of return that varied based 

upon the amount invested and fluctuated from year-to-year, ranging from 12% to 

14% for investments of less than $100,000, up to 15% to 17% with a 5% bonus at 

maturity for investments in excess of $200,000.  The high rates of return were a key 

selling point for many of Norada’s investors.   

17. Although Norada employed a few salespeople to market the notes to 

investors, Santarelli solely ran the company—he created and disseminated Norada’s 

marketing materials including the weekly webinars he posted online, communicated 

with investors and prospective investors, and controlled the company’s bank 

accounts.   

18. According to one salesperson, Norada was a “one-man operation” run by 

Santarelli, who served as the source of all information provided to investors.   

19. In addition to promising stable high yields to investors, Norada also 

claimed to provide capital preservation and that the notes were suitable for retirement 

accounts.   

20. For example, a 2020 brochure that Santarelli provided to early investors 

states “[y]ou don’t have to chase the unpredictable returns offered by the stock 

market! . . .Norada seeks high and stable income, consistent with long-term 

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COMPLAINT 5  

 

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preservation of capital.”   

21. Santarelli represented that the Norada notes were backed up by “hard 

assets and collateral” and therefore less risky than other speculative investments.   

22. Santarelli pitched Norada as “IRA Friendly” to investors, providing 

“investors with a way to put to use their self-directed traditional IRA or Roth IRA.”  

23. Santarelli described Norada as “predictable income with promissory 

notes” and stated that the rates of return were “fixed.” 

24. Santarelli claimed that an investment in Norada provided investors with 

“predictable monthly income and double-digit returns.” 

25. In August 2023, a prospective investor sent Santarelli an email, asking 

about the likelihood of losing his investment principal, to which Santarelli replied 

“[s]hort of a major global event, like a black swan event, the odds are very small.  

Hard to put a number of (sic) it, but I’m guessing less than 2%.”   

26. Santarelli repeated this black swan analogy to multiple Norada investors 

encouraging them to invest because of the safety of the investment. 

27. Santarelli’s representations to investors about Norada being a safe and 

secure investment, or words to that effect, were material.  That is, they were 

important to a reasonable investor in making an investment decision and significantly 

altered the total mix of information available to the investor. 

b. Santarelli’s Representations About Norada Were Materially False 

and Misleading 

28. Contrary to Santarelli’s representations to investors about Norada 

promising higher-than-market yields, preserving investor capital, and meeting the 

particular needs of elderly investors seeking a fixed income, Norada invested in 

assets that did not meet these investment objectives and did not provide any of the 

safety and security that Santarelli had promised. 

29. For example, in 2020, Norada’s portfolio included intellectual property 

assets of several retailers, which had been purchased out of bankruptcy, musical 

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COMPLAINT 6  

 

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productions, approximately $5 million dollars of crypto assets held in an account at 

Coinbase opened in Santarelli’s name and not in the name of Norada, and $1 million 

in real estate-related assets. 

30. In late 2022 and early 2023, Santarelli entered into a $90 million debt 

agreement on behalf of Norada to fund the purchase of membership interests in three 

“Mastermind” entities for $30 million apiece from the entities’ owner Collective 

Equity.   

31. Under the terms of the deal with Collective, Norada was obligated to pay 

Collective Equity $1.5 million per month for five years to acquire its equity interest 

in the Mastermind entities.    

32. The Mastermind entities that Norada contracted to buy sold business 

education classes at events targeting aspiring entrepreneurs featuring celebrity guest 

speakers from business, sports, and entertainment professions.  

33. Two of the founders of Collective Equity described the Mastermind 

business as an inherently risky start-up venture.   

34. Norada ultimately paid down more than $45 million of the debt used to 

fund the Mastermind purchases and received nominal returns.   

35. By in or about Summer 2023, Norada still owed $45 million to 

Collective Equity, putting Norada in a precarious financial situation. 

c. Norada Makes Ponzi-Like Payments to Investors 

36. As a result of the debt service obligations from its investment in the 

Mastermind entities, Norada’s incoming revenues could not keep pace with its 

outgoing payment obligations to investors.   

37. From November 2022, when Norada first acquired its interests in 

Mastermind, to July 2023, Norada paid its investors returns of approximately $6.1 

million more than it earned on its investments.  Norada paid these returns to investors 

by drawing on the more than $22.6 million — roughly $2.5 million per month – from 

what it raised from investors during the same time period. 

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COMPLAINT 7  

 

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38. At no time was the revenue Norada generated sufficient to cover the 

interest payments that Norada owed its investors and its other expenses.   

39. So, to generate additional revenue, in August 2023, Santarelli offered 

prospective investors a 5% annual bonus on new investments, even though he knew, 

or was reckless and negligent for not knowing, that Norada was already using 

investor funds to pay the returns it had promised to other investors.   

40. Santarelli’s offer of a 5% bonus to investors meant that Norada became 

obligated to pay as much as 22% per year of interest on some of the money the 

company raised from investors.   

41. Altogether the 5% bonus allowed Norada to raise an additional $54 

million from investors between in or about August 2023 and June 2024. 

42. In that 11-month time span, Norada paid investor returns that exceeded 

investment revenues by over $10 million.  This meant that existing investors 

receiving this over $10 million were paid not by investment revenues but through 

new investor money. 

43. In total, between June 2020 and through June 2024, Norada used more 

than $18 million of investor funds to make Ponzi-like payments to other investors. 

d. Santarelli’s Scheme Collapses  

44. On or about June 20, 2024, Santarelli notified investors by email that 

“due to current market conditions and unforeseen financial challenges” Norada had 

decided to “temporarily” suspend distribution payments and to issue equity in Norada 

in place of its debt.   

45. On or about July 8, 2024, Santarelli sent investors another email which 

once again placed blame for the failure to make distribution payments on “tight 

capital markets, slower-than-expected revenue growth . . . and the overall cash 

position and distribution schedules of our portfolio businesses.”  In this email 

Santarelli also informed investors that they were “now invested as an equity 

shareholder” in Norada.   

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COMPLAINT 8  

 

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46. Upon information and belief, Norada ceased operations in or around 

early 2025.   

e. Santarelli Obtained Money in Connection with the Sale of Norada’s 

Securities 

47. Santarelli obtained money in connection with the materially false and 

misleading statements he made to investors.  Specifically, Santarelli obtained the at 

least $5 million in crypto assets that he held in his name in a Coinbase account. 

f. Santarelli Acted With Scienter or at Least Negligence 

48. Santarelli acted with scienter in carrying out the scheme to defraud and 

in making the false and misleading statements to investors.  Santarelli also acted 

negligently in carrying out his scheme and in making the false and misleading 

statements, that is, he failed to exercise the level of care that a reasonable person 

would have exercised under the same circumstances.   

49. Santarelli’s scienter and failure to act reasonably under the 

circumstances is demonstrated, in part, by the following:  

a. Santarelli invested in a risky portfolio that included  

intellectual property assets of several retailers, which had been purchased out of 

bankruptcy, musical productions, $1 million in real estate-related assets and the 

“Mastermind” entities.  

b. Santarelli purchased approximately $5 million dollars of crypto assets  

that he held in an account at Coinbase in his name and not in the name of Norada. 

c. Santarelli promised investors a 5% bonus and raised an additional  

$54 million from investors between in or about August 2023 and June 2024, after 

Norada had already begun using investor funds to pay returns.   

2. The Notes Santarelli Offered to Investors Are Securities 

50. The Norada promissory notes Santarelli offered to investors are 

securities.   

51. Each investor invested money in a common enterprise, namely the 

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COMPLAINT 9  

 

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Norada investments, with the expectation of profit in the form of interest payments 

that were to be derived from the efforts of others. 

52. Investors in the Norada Capital Fund expected to receive interest 

payments of between 12% and 17%, which far exceeded the rates available on 

traditional and more conservative retirement investments.   

53. Santarelli, through Norada, marketed, offered and sold the notes through 

the internet, webinars, and podcasts disseminated to hundreds of investors 

nationwide. 

54. A reasonable investor would consider the Norada notes to be securities. 

55. Norada’s notes were not insured or collateralized, and no alternative 

regulatory scheme regulates the notes.   

56. Investors purchased the notes with the same type of consideration by 

providing money which was then pooled into Norada’s bank accounts. 

57. The success of Norada’s Capital Fund investments was attributable to 

the overall performance of its investments, and those risks and rewards were shared 

on a pro rata basis by the investors. 

58. Santarelli had the ability to choose all of the investment opportunities in 

which to invest including choosing particular retailers, particular musicals, and 

particular Mastermind classes so as to create a profit margin that it could share with 

Norada investors. 

59. If Norada profited, then Santarelli and the investors would also profit.   

60. Investors in the Norada Capital Fund were entirely passive and 

dependent on Santarelli, who controlled Norada. 

3. Santarelli Conducted Unregistered Offering 

61. The offering sold by Santarelli through Norada was not registered with 

the Commission. 

62. The notes sold by Santarelli through Norada were offered and sold 

through interstate commerce to investors in multiple states.  

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COMPLAINT 10  

 

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63. No exemptions to registration under the federal securities laws applied to 

the note offering sold by Santarelli through Norada. 

64. At least two investors who purchased the notes sold by Santarelli 

through Norada were not accredited investors.   

65. The notes sold by Santarelli through Norada exceeded $10 million in 

value. 

66. Santarelli used general solicitation, including online advertisements, 

webinars, YouTube videos and podcasts to offer and sell securities to investors in 

Norada.  

FIRST CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

(against Defendant Santarelli) 

67. The SEC realleges and incorporates by reference paragraphs 1 through 

66 above. 

68. In connection with the purchase or sale of securities, Defendant 

Santarelli employed deceptive acts and practices, and engaged in a course of conduct 

to deceive investors in his offer and sale of Norada’s securities.  He did so by making 

interest payments to investors that were financed with other investors’ capital, falsely 

creating an appearance of profitability. In addition, Defendant Santarelli, in his 

solicitations to investors, made materially false and misleading statements to 

investors about the safety and security of Norada’s investments when in reality, 

Norada’s investment portfolio was almost exclusively comprised of non-stable highly 

speculative business ventures.  

69. By engaging in the conduct described above, Defendant Santarelli, 

directly or indirectly, in connection with the purchase or sale of a security, by the use 

of means or instrumentalities of interstate commerce, of the mails, or of the facilities 

of a national securities exchange:  (a) employed devices, schemes, or artifices to 

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COMPLAINT 11  

 

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defraud; (b) made untrue statements of a material fact or omitted 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; and (c) engaged in acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other 

persons. 

70. Defendant Santarelli, with scienter, employed devices, schemes and 

artifices to defraud; made untrue statements of a material fact or omitted 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; and engaged in acts, 

practices or courses of conduct that operated as a fraud on the investing public by the 

conduct described in detail above. 

71. By engaging in the conduct described above, Santarelli violated, and 

unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange 

Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) thereunder, 17 

C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c). 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(against Defendant Santarelli) 

72. The SEC realleges and incorporates by reference paragraphs 1 through 

66 above. 

73. In connection with the offer or sale of securities, Defendant Santarelli 

employed deceptive acts and practices, and engaged in a course of conduct to deceive 

investors in his offer and sale of Norada’s securities.  He did so by making interest 

payments to investors that were financed with other investors’ capital, falsely creating 

an appearance of profitability. In addition, Defendant Santarelli, in his solicitations to 

investors, made materially false and misleading statements to investors about the 

safety and security of Norada’s investments when in reality, Norada’s investment 

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COMPLAINT 12  

 

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portfolio was almost exclusively comprised of non-stable highly speculative business 

ventures.  

74. By engaging in the conduct described above, Defendant Santarelli, 

directly or indirectly, in the offer or sale of securities, and by the use of means or 

instruments of transportation or communication in interstate commerce or by use of 

the mails directly or indirectly:  (a) employed devices, schemes, or artifices to 

defraud; (b) obtained money or property by means of untrue statements of a material 

fact or by omitting to state a material fact necessary in order to make the statements 

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

(c) engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

75. Defendant Santarelli, with scienter, employed devices, schemes and 

artifices to defraud; with scienter or negligence, obtained money or property by 

means of untrue statements of a material fact or by omitting to state a material fact 

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

which they were made, not misleading; and, with scienter or negligence, engaged in 

transactions, practices, or courses of business which operated or would operate as a 

fraud or deceit upon the purchaser. 

76. By engaging in the conduct described above, Defendant Santarelli 

violated, and unless restrained and enjoined will continue to violate, Sections 

17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1), 

77q(a)(2), & 77q(a)(3). 

THIRD CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(against Defendant Santarelli) 

77. The SEC realleges and incorporates by reference paragraphs 1 through 

66 above. 

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COMPLAINT 13  

 

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78. The Norada offering involved the offering of securities in the form of 

promissory notes. 

79. The Norada offering was never registered with the SEC, and no 

exemptions from the registration requirements applied to it. 

80. By engaging in the conduct described above, Defendant Santarelli, 

directly or indirectly, singly and in concert with others, has made use of the means or 

instruments of transportation or communication in interstate commerce, or of the 

mails, to offer to sell or to sell securities, or carried or caused to be carried through 

the mails or in interstate commerce, by means or instruments of transportation, 

securities for the purpose of sale or for delivery after sale, when no registration 

statement had been filed or was in effect as to such securities, and when no 

exemption from registration was applicable. 

81. By engaging in the conduct described above, Defendant Santarelli 

violated, and unless restrained and enjoined, are reasonably likely to continue to 

violate, Sections 5(a) and 5(c), 15 U.S.C. §§ 77e(a) & 77e(c). 

PRAYER FOR RELIEF 
 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendant Santarelli 

committed the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Santarelli and his officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Sections 5(a), 5(c) and 17(a) of the 

Securities Act [15 U.S.C. §§ 77e(a), 77e(c), §77q(a)], and Section 10(b) of the 

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COMPLAINT 14  

 

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Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-

5]. 

III. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant Santarelli from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by 

him, participating in the issuance, purchase, offer, or sale of any security in an 

unregistered offering by an issuer; provided, however, that such injunction shall not 

prevent Santarelli from purchasing or selling securities for his own personal account. 

IV. 

Order Defendant Santarelli to disgorge all funds received from his illegal 

conduct, together with prejudgment interest thereon, pursuant to Exchange Act 

Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

V. 

Order Defendant Santarelli to pay civil penalties under Section 20(d) of the 

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

U.S.C. § 78u(d)(3)]. 

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

  

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COMPLAINT 15  

 

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VII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated: October 20, 2025  

 /s/ Kathryn C. Wanner  
KATHRYN C. WANNER 
Attorney for Plaintiff 
Securities and Exchange Commission 
 

 
 

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