SEC v. Joshua Wander; Steven Pasko; Damien Alfalla; 777 Partners LLC; and 600 Partners LLC, No. 1:25-cv-08565, Southern District of New York (Nov. 18, 2025) — Complaint

Thomas P. Smith, Jr.
Rebecca Reilly
Ben Kuruvilla
Nicholas Flath
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
(212) 336-5599 (Kuruvilla)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,

 Plaintiff,

v.

JOSHUA WANDER,
STEVEN PASKO,
DAMIEN ALFALLA,
777 PARTNERS LLC, and
600 PARTNERS LLC,

 Defendants.

COMPLAINT

25 Civ. 8565

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”), for its
Complaint against Joshua Wander (“Wander”), Steven Pasko (“Pasko”), Damien Alfalla
(“Alfalla”), 777 Partners LLC (“777 Partners”), and 600 Partners LLC (“600 Partners”)
(collectively, “Defendants”), alleges as follows:
SUMMARY
1. Between January 2021 and May 2024 (the “Relevant Period”), Defendants
fraudulently solicited investments in a preferred equity offering (the “Offering”) that 777
Partners and 600 Partners (together, the “Issuers”) jointly issued, and that raised approximately

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$237 million from 13 investors.  Defendants Wander and Pasko were the co-founders and
managers of the Issuers; Alfalla was the chief financial officer (“CFO”) of both entities.
Wander, Pasko, and Alfalla managed the Issuers as a unified business; the Issuers reported their
financial statements on a consolidated and combined basis.
2. During the Relevant Period, Defendants misled investors about the Issuers’
financial condition, and fraudulently induced investments in the Offering, by falsely representing
that the Issuers were earning, and would continue to earn, substantial positive net income
sufficient to pay investors a 10% annual dividend.  In truth, Wander and Alfalla knew or
recklessly disregarded, and Pasko knew or should have known, that the Issuers were in a severe
and worsening liquidity crisis and had no realistic prospects of earning net income sufficient to
pay the dividend.
3. At the heart of the Issuers’ dire financial situation was the misuse and resulting
$300 million overdraw of a credit facility (the “Credit Facility”) in breach of the Credit Facility’s
terms.  The borrowers under the Credit Facility were certain limited liability companies that were
subsidiaries of SuttonPark Capital LLC (together with its subsidiaries, “SuttonPark”).
SuttonPark was 600 Partners’ largest subsidiary and the largest operating company within the
Issuers’ business.  Prior to the Relevant Period, SuttonPark’s profits made up a significant
portion of the Issuers’ profits.  By diverting cash and other collateral from the Credit Facility, the
Issuers compromised SuttonPark’s ability to generate profits, and thus compromised the Issuers’
own financial health.  Moreover, the Issuers concealed the misuse and overdraw from the Credit
Facility lender.
4. Wander directed the misuse of the Credit Facility and the concealment of the
overdraw from the lender.  Alfalla helped carry out these activities.  Pasko, who in addition to

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co-founding and managing both 777 Partners and 600 Partners, was also the chief executive
officer (“CEO”) of SuttonPark, knew or should have known of the overdraw, and yet signed
Credit Facility compliance reports for transmission to the lender without verifying their accuracy
or completeness.  In fact, such reports were false and misleading.
5. Because of the overdraw of the Credit Facility, the Issuers would have had to
generate $300 million to repay the Credit Facility lender before they could begin earning profits
to pay dividends to investors in the Offering.  By summer 2021, there was no realistic prospect
that the Issuers could do so, and the Issuers’ financial outlook only worsened as time passed and
the Issuers continued to raise money from additional investors using materially false and
misleading information.
6. In marketing the Offering, Defendants Wander and Alfalla made false and
misleading representations about the Issuers’ prospects and ability to pay dividends, while
concealing the $300 million overdraw from investors, as well as its causes.  Alfalla drafted slides
used in an investor presentation (the “Investor Presentation”), and related supporting diligence
materials (the “Diligence Materials”),  which falsely represented that the Issuers anticipated they
would continue to earn substantial positive net income.  Wander reviewed and approved the
Investor Presentation and Diligence Materials before they were sent to investors.  Wander also
participated in phone calls with prospective investors in which he reinforced the false and
misleadingly positive picture of the Issuers’ prospects.
7. As a board member of 600 Partners and 777 Partners, Pasko signed board
consents approving the form, terms, and provisions of the Subscription Agreement (which
incorporated the Investor Presentation and Diligence Materials by reference); Pasko also signed
each investor’s Subscription Agreement on behalf of 600 Partners and 777 Partners.  Though he

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knew or should have known of the overdraw of the Credit Facility and its serious effects on the
Issuers’ prospects, Pasko did not take steps to ensure the accuracy or completeness of the
Investor Presentation and Diligence Materials, or the term sheet embodying the terms of the
Offering (the “Term Sheet”).
8. Wander also misled investors about how the Issuers would use the Offering
proceeds.  Wander falsely represented in the Investor Presentation and in the Term Sheet that the
Issuers would use the Offering proceeds for general corporate purposes.    In fact, Wander
intended to, and ultimately did, cause the Issuers to divert approximately $33 million of investor
funds to Wander and Pasko personally.  Specifically, in September 2021, after receiving Offering
proceeds from investors, the Issuers (on Wander’s instructions) sent approximately $24.9 million
to Wander’s personal bank account and approximately $8.03 million to Pasko’s personal
brokerage account.
9. The Issuers never remedied the overdraw of the Credit Facility, and the Issuers’
financial condition continued to worsen.  The Credit Facility lender eventually discovered the
misuse and overdraw, and commenced litigation.  In 2024, Wander, Pasko, and Alfalla resigned
from their roles at 777 Partners and 600 Partners and their subsidiaries, and a restructuring
adviser was engaged to manage the Issuers.  The investors in the Offering have suffered
substantial pecuniary harm as a result of Defendants’ actions.
VIOLATIONS
10. By virtue of the foregoing conduct and as alleged further herein, Defendants
Wander, 777 Partners,  and 600 Partners violated Section 17(a) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77q] and Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

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11. By virtue of the foregoing conduct and as alleged further herein, Defendant
Alfalla violated Sections 17(a)(1) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and
77q(a)(3)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
12. By virtue of the foregoing conduct and as alleged further herein, Defendant Pasko
violated Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and
77q(a)(3)].
13. Unless Defendants are restrained and enjoined, they are likely to engage in the
acts, practices, transactions, and courses of business set forth in this Complaint or in acts,
practices, transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
14. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 21(d) of the Exchange Act
[15 U.S.C. § 78u(d)].
15. The Commission seeks a final judgment:
a. permanently enjoining Defendants from violating the federal securities laws
and rules this Complaint alleges they have violated, pursuant to Section 20(b)
of the Securities Act [15 U.S.C. § 77t(b)], and Sections 21(d)(1) and 21(d)(5)
of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (d)(5)];
b. ordering Wander, 777 Partners, and 600 Partners, jointly and severally, to
disgorge all ill-gotten gains Wander received as a result of the violations
alleged here and to pay prejudgment interest thereon on a joint and several
basis pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15
U.S.C. §§ 78u(d)(5), and 78u(d)(7)];

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c. ordering Pasko, 777 Partners, and 600 Partners, jointly and severally, to
disgorge all ill-gotten gains Pasko received as a result of the violations alleged
here and to pay prejudgment interest thereon on a joint and several basis
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C.
§§ 78u(d)(5), and 78u(d)(7)];
d. ordering Defendants Wander, Alfalla, 777 Partners, and 600 Partners to pay
civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. §
77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
e. ordering Defendant Pasko to pay civil money penalties pursuant to Securities
Act Section 20(d) [15 U.S.C. § 77t(d)];
f. permanently prohibiting Wander and Alfalla from serving as officers or
directors of any company that has a class of securities registered under
Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports
under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to
Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section
21(d)(2) [15 U.S.C. § 78u(d)(2)];
g. permanently prohibiting Pasko from serving as an officer or director of a
public company pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C.
§78u(d)(5)];
h. permanently prohibiting Wander, Pasko, and Alfalla from, directly or
indirectly, including, but not limited to, through any entity owned or
controlled by them, participating in the issuance, purchase, offer, or sale of
any security, provided, however, that such injunctions shall not prevent them

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from purchasing or selling securities for their own personal accounts, pursuant
to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section
21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)]; and
i. ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
16. This Court has jurisdiction over this action pursuant to Section 22(  a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§ 78u(d), 78u(e), and 78aa].
17. Defendants, directly and indirectly, made use of the means or instrumentalities of
interstate commerce, or of the mails, or of the means and instruments of transportation or
communication in interstate commerce i n connection with the transaction, acts, practices, and
courses of business described in this Complaint.
18. Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C. §
77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Certain of the acts, practices,
transactions, and courses of business described in this Complaint occurred within this district.
Among other things, at least four investors who participated in the Offering were in this district
when Defendants marketed the Offering to them and they invested.
DEFENDANTS
19. 777 Partners is a Delaware limited liability company based in Miami, Florida.
Wander and Pasko formed 777 Partners in May 2015.  Throughout the Relevant Period, Wander
and Pasko controlled 777 Partners by virtue of their equity ownership and management roles.  At
the beginning of the Relevant Period, Wander indirectly owned approximately 48% of 777
Partners and Pasko indirectly owned 25%; by the end of the Relevant Period, Wander had
acquired 78%, leaving Pasko with the remaining 22%.  Under 777 Partners’ LLC agreement,

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Wander and Pasko had the right to appoint three members to 777 Partners’ five-member board;
Wander, Pasko, and Alfalla served as the management members of the board.  In addition,
Wander and Pasko served as co-managing partners of 777 Partners, and Alfalla served as 777
Partners’ CFO.
20. 600 Partners is a Delaware limited liability company based in Miami, Florida, at
the same premises as 777 Partners.  Wander and Pasko formed 600 Partners in January 2017.
Throughout the Relevant Period, Wander and Pasko controlled 600 Partners.  At the beginning of
the Relevant Period, Pasko indirectly owned approximately 65% of 600 Partners; by the end of
the Relevant Period, Pasko indirectly owned 100% of 600 Partners.  Pasko had the right to
appoint three members of 600 Partners’ five-member board.  Pasko served on the board of 600
Partners, as did Alfalla and another management designee.  Pasko also served as the sole
managing partner of 600 Partners, and Alfalla served as 600 Partners’ CFO.  Wander, though not
a member of 600 Partners, had a contractual participation interest in 600 Partners that was
economically equivalent to 74% of Pasko’s equity interest, as well as a contractual right to be
consulted concerning significant decisions about 600 Partners’ operations.  In addition, though
Wander had no official title at 600 Partners, Wander and Pasko managed 600 Partners and 777
Partners as a combined business ( and reported their financials on a combined and consolidated
basis), and Wander and Pasko managed the operating subsidiaries owned by 600 Partners,
including SuttonPark.
21. Wander, age 44, resides in Miami, Florida.  During the Relevant Period, Wander
(along with Pasko) controlled 777 Partners through his equity interest, his role on the board, and
his role as one of 777 Partners’ two managing partners.  Wander was also involved in the
management of 600 Partners and its operating subsidiaries.  Wander resigned from the board and

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management of 777 Partners on May 6, 2024.  At all times relevant to the complaint, Wander
was acting in his official capacity or acting in furtherance of the business of 777 Partners and
600 Partners.
22. Pasko, age 77, resides in Miami, Florida.  During the Relevant Period, Pasko
(along with Wander) controlled 777 Partners and 600 Partners through his equity interest in 777
Partners, his equity interest in 600 Partners, his role on the boards of 777 Partners and 600
Partners, his status as co-managing partner of 777 Partners, and his role as the sole managing
partner of 600 Partners.  Pasko resigned from the boards and management of 777 Partners and
600 Partners on May 6, 2024.  At all times relevant to the C omplaint, Pasko was acting in his
official capacity or acting in furtherance of the business of 777 Partners and 600 Partners.
23. Alfalla, age 49, resides in Miami Beach, Florida and, through May 31, 2025, was
a New York-registered Certified Public Accountant (“CPA”).  During the Relevant Period prior
to February 2024, Alfalla served as the CFO of 777 Partners and 600 Partners and served on the
boards of both companies.  Alfalla resigned from his positions at 777 Partners and 600 Partners
effective February 15, 2024.  At all times relevant to the Complaint, Alfalla was acting in his
official capacity or acting in furtherance of the business of 777 Partners and 600 Partners.
OTHER RELEVANT ENTITY
24. SuttonPark is a Delaware limited liability company with its principal place of
business in Florida.  During the Relevant Period, 600 Partners owned more than 99% of the
equity in SuttonPark.  During the Relevant Period, Pasko served as the CEO and managing
partner of SuttonPark.

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FACTS
I. BACKGROUND
A. The Issuers Relied on SuttonPark to Generate Income
25. Wander and Pasko founded 777 Partners and 600 Partners as private holding
companies with operating subsidiaries in various industries, including consumer and commercial
finance, insurance, aviation, and media and entertainment.
26. The largest operating company in the Issuers’ business organization, held as a
subsidiary of 600 Partners, was SuttonPark, a consumer and commercial finance company.
SuttonPark bought annuities (which had originated as tort claim settlements or lottery payouts)
and then either securitized or resold them.
27. As of year-end 2020, SuttonPark accounted for over 50% of the Issuers’ total
balance-sheet assets, and over 40% of the Issuers’ total members’ equity.  SuttonPark was also a
significant contributor to the Issuers’ net income.    In 2020, SuttonPark generated $184 million in
net income, while the Issuers as a whole generated only $69 million in net income.  In other
words, SuttonPark’s profitability made up for losses incurred by the Issuers’ other operating
subsidiaries, and enabled the Issuers to post positive net income for the year.
28. As SuttonPark’s CEO and managing partner, among other things, Pasko signed
documents for SuttonPark and its subsidiaries and approved cash movements to and from
SuttonPark.
29. Despite having no official title at SuttonPark, Wander (with Pasko) exercised
control over SuttonPark.
30. Alfalla managed intra-company cash movements, including movements of cash to
and from SuttonPark, and also managed SuttonPark’s audits.

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B. SuttonPark Relied on the Credit Facility
31. SuttonPark relied on loans to purchase annuities.  One of SuttonPark’s largest
lenders was Lender A, which provided the Credit Facility to SuttonPark.  Lender A first provided
the Credit Facility in March 2017, and renewed it in May 2021.
1
  The Credit Facility was a line
of credit secured by the annuities that SuttonPark owned and pledged to the Credit Facility; the
credit limit was based on the value of these annuities.
32. The Credit Facility had safeguards to protect Lender A.  Pursuant to the Credit
Facility, among other things, SuttonPark committed to use borrowed funds only to buy annuities,
and to pledge such annuities as collateral to secure the loan.  SuttonPark further committed not to
allow any “Adverse Claim” against the annuities, which included, among other things, any
security interest against the collateral.  SuttonPark thereby committed not to double-pledge any
of the Credit Facility annuities as collateral for any other loan.  In addition, SuttonPark
committed to deposit all funds generated by the annuities into a “Collections” bank account
(“Collections Account”), and only to withdraw funds from the Collections Account after
SuttonPark had paid all required fees, interest payments, and amortization payments to Lender A.
SuttonPark also committed to deliver monthly compliance reports to Lender A itemizing and
valuing the annuities pledged as collateral.
33. Wander was familiar with the terms of the Credit Facility and interacted with
Lender A on behalf of SuttonPark.  Alfalla was familiar with the terms of the Credit Facility and
managed the Issuers’ cash transactions, including those involving SuttonPark and funds received
from Lender A.  Pasko knew or should have known of the terms of the Credit Facility because he

1
 When the parties renewed the Credit Facility in 2021, they expanded it to encompass both a loan to SuttonPark and
similar loans to subsidiaries of 777 Partners.

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executed the 2017 Credit Facility agreement and the 2021 Credit Facility agreement on behalf of
SuttonPark.
34. Wander and Alfalla knew or recklessly disregarded, and Pasko knew or should
have known, that the Issuers’ profitability depended on SuttonPark, and that SuttonPark’s
profitability depended on continued access to loans to finance its purchases of annuities,
including the Credit Facility.  Thus, Wander and Alfalla knew or recklessly disregarded, and
Pasko knew or should have known, that a threat to the Credit Facility would jeopardize
SuttonPark and the Issuers.
C. The Issuers, Through Wander and Alfalla, Misused the Credit Facility
35. Beginning in approximately 2020, and continuing throughout the Relevant Period,
Wander and Alfalla misused the Credit Facility in at least three ways, resulting in an overdraw
on the Credit Facility.
36. First, Wander diverted Credit Facility cash for purposes other than the purchase of
annuities, thereby increasing the amount due under the Credit Facility without acquiring
collateral to support the debt.  Alfalla assisted Wander by directing the Issuers’ employees to
effect Wander’s desired cash movements.  Specifically, between January 2020 and September
2021, Wander and Alfalla caused more than $100 million that SuttonPark had borrowed from the
Credit Facility to be diverted to the Issuers, for purposes other than the purchase of annuities, in
violation of the Credit Facility’s “use of proceeds” provision.
37. Second, Wander diverted cash collateral from the Collections Account.  Between
January and September 2021, Wander directed more than two dozen disbursements from the
Collections Account to the Issuers.  Alfalla assisted Wander by directing the Issuers’ employees
to effect Wander’s desired cash movements in violation of the Credit Facility agreement
regarding the Collections Account.  Alfalla directed the Issuer’s employees to characterize these

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disbursements as “loans” from the Credit Facility to the Issuers on a spreadsheet.  By September
2021, because of these disbursements of Credit Facility cash collateral, the “loan” balance that
the Issuers owed to the Credit Facility was almost $80 million.
38. Third, Wander caused SuttonPark to pledge to other lenders annuities that served
as collateral for the Credit Facility, thereby double pledging the collateral in violation of the
Credit Facility’s prohibition on “Adverse Claims” and leaving multiple credit facilities under-
secured.  By September 2021, Wander had caused double pledging of annuities then valued at
more than $146.6 million.  Wander caused SuttonPark to double-pledge additional annuities
throughout the Relevant Period.
39. As a result of these three forms of misuse (i.e., misuse of borrowed funds, misuse
of cash collateral, and double pledging), by September 2021, the Credit Facility was overdrawn
by approximately $300 million, and SuttonPark lacked sufficient collateral to secure this debt
and/or SuttonPark’s other debts incurred using the same collateral.
D. Wander and Alfalla Concealed the Misuse and Overdraw of the Credit Facility
and Damaged the Issuers’ Financial Prospects
40. Wander and Alfalla directed employees of the Issuers to conceal the misuse of the
Credit Facility and the overdraw from Lender A.  For instance, in February and March 2021,
Wander and Alfalla directed employees of the Issuers to transmit false and misleading
compliance reports to Lender A that misstated the amount of cash collateral in the Collections
Account.  Later, Wander and Alfalla directed employees of the Issuers to transmit compliance
reports that falsely listed, as collateral, the annuities that had been double pledged.
41. Wander and Alfalla’s concealment of the misuse of the Credit Facility from
Lender A continued until at least 2023, and as explained further below, enabled Wander and

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Alfalla to deceive and mislead prospective investors in the Offering about the Issuers’ financial
prospects.
42. Wander and Alfalla knew, or recklessly disregarded, that the overdraw of the
Credit Facility was detrimental to the Issuers’ finances and prospects.  Historically, the Issuers
had relied on the Credit Facility (and other similar loans) to enable SuttonPark to purchase
annuities, which generated profits for SuttonPark and, consequently, for the Issuers.  By
misusing the Credit Facility for purposes other than buying annuities, the Issuers jeopardized
their ability to continue generating profits.
E. Pasko Knew or Should Have Known of the Overdraw
43. Pasko knew or should have known of the growing overdraw of the Credit Facility
based on communications he received from Alfalla.  For example, in December 2020, Alfalla
sent Wander and Pasko a spreadsheet indicating a large “discrepancy” between the collateral
tabulated in a draft Lender A compliance report versus the actual collateral.  Then, in February
2021, Alfalla told Pasko and Wander via chat that “the deficit is like $75m.”  In September 2021,
Alfalla told Wander and Pasko, again via chat, that the overdraw was more than $300 million.
44. Though he knew or should have known of the overdraw of the Credit Facility,
throughout the Relevant Period, Pasko signed borrowing requests for transmission to Lender A,
as well as Credit Facility compliance reports, without confirming whether the representations in
those borrowing requests and compliance reports were accurate and complete.  Pasko knew or
should have known that the borrowing requests and compliance reports were misleading in that
they misrepresented the amount of collateral supporting the Credit Facility and concealed the
overdraw from Lender A.

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45. In addition, as the CEO and managing partner of SuttonPark, and as a co-founder
and executive of the Issuers, Pasko also knew or should have known of the negative effect of the
overdraw on the Issuers’ financial prospects.
II. THE OFFERING
46. By the beginning of the Relevant Period, the Issuers needed capital to refinance
their debts and fund their commitments.  Wander and Pasko, in consultation with Alfalla,
decided to address this need for capital by conducting the Offering.
A. Structure, Terms, and Timing of the Offering
47. Beginning in summer 2021, the Issuers marketed the Offering to prospective
investors.  To conduct the Offering, the Issuers hired a broker-dealer to act as a placement agent
(“Placement Agent A”).  The Offering was an issuance of preferred equity units.  Each “unit”
consisted of a membership interest issued by 777 Partners and a membership interest issued by
600 Partners, making them joint issuers.  According to the Offering terms, these units entitled the
holders to receive 10% annual dividends.
48. The Offering terms were set forth in the Term Sheet.  Investors indicated their
interest in participating in the Offering by signing a subscription agreement (the “Subscription
Agreement”).  The Subscription Agreement incorporated the Term Sheet by reference.
49. As members of the board of directors of 777 Partners, Wander, Alfalla, and Pasko
signed a consent creating the new class of preferred equity units in 777 Partners, approving the
“form, terms and provisions” of the Subscription Agreement, and authorizing the issuance of
preferred equity units to investors pursuant to the Subscription Agreement.
50. As members of the board of directors of 600 Partners, Alfalla and Pasko signed a
consent creating the new class of preferred equity units in 600 Partners, approving the “form,

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terms and provisions” of the Subscription Agreement, and authorizing the issuance of preferred
equity units to investors pursuant to the Subscription Agreement.
51. The Issuers raised a total of approximately $237 million in the Offering, from 13
investors, in four successive capital raises.  On September 21, 2021, eight investors invested
$211 million in the Offering, including an investor (“Investor A”) who invested $40 million
based on the recommendation of its investment adviser (“Adviser A”).  On December 28, 2021,
four additional investors invested $9 million in the Offering.  On August 22, 2022, an additional
investor (“Investor B”) invested $14 million in the Offering.  Finally, on February 2, 2023,
Investor B invested an additional $3 million in the Offering.
B. Wander, Alfalla, and the Issuers Misled Investors About the Issuers’ Financial
Condition and Prospects
52. Alfalla and Wander used the Investor Presentation to market the Offering to
prospective investors.  Alfalla drafted financial slides of the Investor Presentation, and Wander
participated in conversations with employees of the Issuers and of Placement Agent A about
financial representations that should be made to prospective investors.  Wander approved the
entirety of the Investor Presentation and distributed the Investor Presentation to some prospective
investors.  Wander also authorized Placement Agent A to distribute the Investor Presentation to
prospective investors.
53. Wander and Alfalla approved inclusion of a slide in the Investor Presentation that
falsely represented to investors that the Issuers were earning, and would continue to earn,
substantial positive net income sufficient to pay the promised 10% dividend.  The slide, entitled
“Dividend Service Coverage,”  asserted that (1) the Issuers had earned $113 million in net
income in the year 2020, (2) the Issuers were projecting $132 million in net income for the year
2021, and (3) assuming the Offering raised $250 million, the Issuers’ net income, together with

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anticipated savings from debt refinance, would cover the anticipated dividend obligation ($25
million) sixfold.
54. Wander also directed employees of the Issuers to generate an Excel model (the
“Model”), which provided backup for the projected net income figure of $132 million for 2021.
Alfalla participated in developing the Model.  The Model projected that more than half of the
2021 net income ($71.8 million out of $132.3 million) would derive from the Issuers’
“Consumer and Commercial” segment, that is, from SuttonPark.
55. Wander and Alfalla directed Placement Agent A to make the Model available to
prospective investors, along with the Diligence Materials, via an electronic diligence data room.
In addition to the Model, the Diligence Materials included, among other things, a schedule of the
Issuers’ credit facilities as of March 31, 2021, indicating the name of the lender and borrower,
the type of facility, the amount outstanding, the type of collateral, and the maturity date.  This
schedule listed the Credit Facility and indicated that its maturity date was in the future, but did
not disclose that the Issuers had misused the Credit Facility to purchase non-income-generating
assets that could not serve as collateral for the Credit Facility, and had double-pledged Credit
Facility collateral, resulting in an overdraw and impairing the Issuers’ financial prospects.
56. Wander and Alfalla knew, or recklessly disregarded, that the actual and expected
net income information included in the Investor Presentation and the Model were false and
misleading.  As of summer 2021, Wander and Alfalla knew about, or recklessly disregarded the
existence of, the Credit Facility overdraw, and that the overdraw meant the Issuers had no
realistic prospect of earning profits in 2021.  Furthermore, Wander and Alfalla knew or
recklessly disregarded that, as of summer 2021, the Issuers had no expectations of receiving
sufficient income from sources other than SuttonPark to justify the income projections in the

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Investor Presentation.  Despite being aware of these facts, Wander and Alfalla did not disclose
the overdraw of the Credit Facility to prospective investors in the Offering and concealed the
Issuers’ inability to achieve the projected profits.
57. Wander’s and Alfalla’s misrepresentations were material.  For example, a
representative of Adviser A believed, after reviewing the Investor Presentation and Diligence
Materials, and meeting with Wander and Alfalla, that the Issuers presented a low credit risk and
would generate substantial cashflow from SuttonPark, ensuring that the Issuers would be able to
make the 10% dividend payment.  Based on this belief, Adviser A recommended that its
advisory client, Investor A, participate in the Offering.  Investor A accordingly invested $40
million in the September 2021 raise.
58. After the September 2021 raise from investors, the Issuers’ financial position
continued to worsen, and the Issuers were not able to cure the overdraw in the Credit Facility.
59. Wander, Pasko, and Alfalla recognized that the overdraw was a significant
obstacle to the Issuers’ prospects.  For example, on September 25, 2021, Alfalla told Wander and
Pasko, via text message:
Last week was obviously a good week for us.  So thank you for
your collective efforts.  However, we still have a $300m+
borrowing base deficiency that needs to be addressed between now
and 12/31/21. . . .  Effectively, we need to cure the borrowing base
by at least $100m per month if we are trying to spread it out.
60. Then, on November 15, 2021, Alfalla again texted Pasko and Wander to express
his concern about the overdraw and his doubt that it could be solved via raising additional capital
from investors:
[I]t is still to [sic] vast to expect with confidence that we will be
able to raise preferred equity in the amount of $300m+.  I think we
need to discuss alternative plans/contingency measures . . . .  It is
going to be a difficult for me to continue working here if at year-
end the situation does not dramatically improve. . . .  Today alone

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we need several millions that we don’t have and this is a payroll
week and liabilities are growing at an astronomical pace due to our
aviation sector not providing sufficient cash to cover its
obligations.
61. Despite the Issuers’ growing liabilities, the Issuers continued to rely on the
misleading Investor Presentation and Diligence Materials to market the Offering to additional
investors, including the four investors who invested in the December 2021 raise.
62. Wander and Alfalla were agents of 777 Partners and 600 Partners, acting on
behalf of 777 Partners and 600 Partners during the Offering, when they misled investors about
the Issuers’ prospects.  Wander and Alfalla’s actions are therefore imputed to 777 Partners and
600 Partners.
C. Wander and the Issuers Misled Investors about the Issuers’ Use of Proceeds
63. Wander also made false and misleading representations to investors in the
September 2021 raise about the Issuers’ intended use of proceeds of the Offering by representing
that the proceeds would be used for “general corporate purposes” while knowingly or recklessly
omitting that he intended to use a portion of the proceeds for his and Pasko’s personal benefit.
64. Specifically, the Investor Presentation that Wander approved, on a slide entitled
“Terms of Offered Securities,” represented that the Issuers would use the money for “general
corporate purposes.”  The next slide, entitled “Investment Highlights,” explained that the
Offering proceeds would be used to “reduce inefficient funding facilities” and “support growth
trajectory.”  The Investor Presentation did not disclose that Wander intended to use a portion of
the proceeds for his and Pasko’s personal benefit.
65. The Term Sheet, which was incorporated by reference into the Subscription
Agreement that Wander, Pasko, and Alfalla approved as members of the Board of 777 Partners
(and that Pasko and Alfalla approved as members of the Board of 600 Partners), similarly stated

20

that the Issuers would use the proceeds for “general corporate purposes,” giving several
examples of such.  Though the Term Sheet indicated that there were “no restrictions” on the
Issuers’ use of proceeds, it did not disclose that Wander intended to use a portion of the proceeds
for his and Pasko’s personal benefit.
66. Wander knew or recklessly disregarded that these representations and omissions
about the Issuers’ intended use of proceeds from the Offering were materially false and
misleading.
67. Wander did not disclose to all of the prospective investors that he intended to use
a portion of proceeds to benefit himself and Pasko.  Investor A, for instance, understood, based
on review of the Investor Presentation, Diligence Materials, and conversations with Wander, that
the proceeds of the Offering would be used to support the Issuers’ growth.
68. Contrary to the representations in the Investor Presentation and Term Sheet, on
September 21, 2021, the same day that the Issuers received funds from Investor A and other
investors in the September 2021 raise, the Issuers transferred $24,914,722.13 to Wander and
$8,028,681.54 to Pasko, at Wander’s direction.
69. Wander was an agent of 777 Partners and 600 Partners, acting on behalf of 777
Partners and 600 Partners, when he misled investors about the Issuers’ intended use of proceeds.
Wander’s actions are therefore imputed to 777 Partners and 600 Partners.
D. Wander, Alfalla, and the Issuers Misled Investor B about the Issuers’ Finances
70. In summer 2022, Wander and Alfalla marketed the Offering to Investor B.  In
marketing the Offering to Investor B, Wander and Alfalla continued to use the materially false
and misleading Investor Presentation and Diligence Materials that they had used to market the
Offering to previous investors.  In addition, Wander and Alfalla failed to disclose to Investor B
losses that the Issuers suffered in the first quarter of 2022.

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71. In August 2022, with Wander’s and Alfalla’s knowledge and approval, the Issuers
sent a representative of Investor B the Investor Presentation, without any changes or updates
since summer 2021.
72. However, Wander and Alfalla knowingly, or with reckless disregard, failed to
disclose to Investor B large losses suffered by the Issuers in spring 2022.  Beginning in March
2022, the Issuers’ financial condition had worsened substantially following a series of interest
rates raises imposed by the Board of Governors of the Federal Reserve System.  Following the
rise in interest rates, the Issuers experienced $504 million in losses in their financial assets line-
item in the first quarter of 2022, contributing to a quarterly operating loss of $382 million.
Wander and Alfalla were aware, or recklessly disregarded, the Issuers’ worsened financial
condition following these interest-rate increases.
73. Nonetheless, Investor B’s Subscription Agreement included a representation that
the Issuers had provided the “unaudited combined balance sheet of the Company as of December
31, 2021” to Investor B and that there had been “no material adverse change to the financial
condition of the Company since the date of the most recent Financial Statements provided.”  This
representation was false and misleading because the Issuers had suffered a quarterly loss of $382
million as of March 31, 2022, which was not disclosed to Investor B before it invested.
74. In reliance on the misleading misrepresentations in the Investor Presentation and
Subscription Agreement, on August 22, 2022, Investor B signed the S ubscription Agreement
(which included the “no material adverse change” representation) and invested $14 million in the
Offering.
75. On February 2, 2023, Investor B invested another $3 million in the Offering.

22

76. Wander and Alfalla were agents of 777 Partners and 600 Partners, acting on
behalf of 777 Partners and 600 Partners, when they misled Investor B about the Issuers’
prospects.  Wander’s and Alfalla’s actions are therefore imputed to 777 Partners and 600
Partners.
E. Pasko Should Have Known of the Misrepresentations in the Term Sheet,
Investor Presentation and Diligence Materials
77. As a member of the Boards of 777 Partners and 600 Partners, Pasko approved the
terms of the Offering and the form of the Subscription Agreement.
78. Pasko also personally signed every investor Subscription Agreement on behalf of
777 Partners and 600 Partners.
79. Pasko thereby should have known of the representations in the Term Sheet, the
Investor Presentation, and the Diligence Materials, all of which were incorporated by reference
in the Subscription Agreement.
80. The Subscription Agreements signed by Pasko included Investor B’s Subscription
Agreement, which included the materially false and misleading representation that the Issuers
had suffered no material adverse change since the most recent financial statement provided to
Investor B.
81. As alleged above, including in paragraphs 43-45, Pasko knew or should have
known that the overdraw of the Credit Facility had impaired the Issuers’ prospects.
82. Pasko also knew or should have known that the Issuers planned to pay him a
portion of the incoming investor funds.
83. Pasko therefore should have known that the representations in the Term Sheet, the
Investor Presentation, and the Diligence Materials were false and misleading.

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84. Pasko nevertheless failed to confirm the accuracy or completeness of the
representations in the Term Sheet, the Investor Presentation, or the Diligence Materials before
approving the form of Subscription Agreement, signing the investor Subscription Agreements, or
accepting $8,028,681.54 out of the proceeds of the September 2021 raise.
III. THE AFTERMATH OF THE OFFERING
85. In late 2022, Lender A learned about a possible problem in the collateral
underlying the Credit Facility and began inquiring about the status of its loan.
86. Wander and Alfalla attempted to conceal the misuse and overdraw of the Credit
Facility from Lender A, but Lender A ultimately commenced litigation after determining that
substantial collateral was missing.
87. In February 2024, Alfalla resigned from 777 Partners and 600 Partners.
88. In May 2024, Wander and Pasko resigned from 777 Partners and 600 Partners.
89. The Issuers are presently being managed by a restructuring firm hired by one of
its lenders.
90. Investors in the Offering have suffered serious financial harm from participating
in the Offering.
FIRST CAUSE OF ACTION
Violations of Securities Act Section 17(a)
(Against Wander, 777 Partners, and 600 Partners)
91. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1-21, 24-42, 46-76, 85-90.
92. Defendants Wander, 777 Partners, and 600 Partners, directly or indirectly, singly
or in concert, in the offer or sale of securities and by the use of the means or instruments of
transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly
have employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly,

24

or negligently have obtained money or property by means of one or more untrue statements of a
material fact or omissions of a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading, and/or (3) knowingly,
recklessly, or negligently have engaged in one or more transactions, practices, or courses of
business which operated or would operate as a fraud or deceit upon the purchaser.
93. By reason of the foregoing, Defendants Wander, 777 Partners, and 600 Partners,
directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate
Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CAUSE OF ACTION
Violations of Securities Act Sections 17(a)(1) and 17(a)(3)
(Against Alfalla)
94. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1-20, 23-42, 46-76, 85-90.
95. Defendant Alfalla, directly or indirectly, singly or in concert, in the offer or sale
of securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly has employed one or more devices,
schemes or artifices to defraud and/or (2) knowingly, recklessly, or negligently has engaged in
one or more transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
96. By reason of the foregoing, Defendant Alfalla, directly or indirectly, singly or in
concert, has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and
17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].

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THIRD CAUSE OF ACTION
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Against Wander, Alfalla, 777 Partners, and 600 Partners)
97. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1-21, 23-42, 46-76, 85-90.
98. Defendants Wander, Alfalla, 777 Partners, and 600 Partners, directly or indirectly,
singly or in concert, in connection with the purchase or sale of securities and by the use of means
or instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange, knowingly or recklessly have (1) employed one or more devices, schemes, or artifices
to defraud, (2) made one or more untrue statements of a material fact or omitted to state one or
more material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading, and/or (3) engaged in one or more acts, practices,
or courses of business which operated or would operate as a fraud or deceit upon other persons.
99. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

FOURTH CAUSE OF ACTION
Violations of Securities Act Sections 17(a)(2) and 17(a)(3)
(Against Pasko)
100. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1-20, 22, 24-90.
101. Defendant Pasko, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly, recklessly, or negligently has obtained money
or property by means of one or more untrue statements of a material fact or omissions of a

26

material fact necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading, and/or ( 2) knowingly, recklessly, or negligently has
engaged in one or more transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.
102. By reason of the foregoing, Defendant Pasko, directly or indirectly, singly or in
concert, has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(2) and
17(a)(3) [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)].
PRAYER FOR RELIEF
Wherefore, the Commission respectfully requests that the Court enter a Final Judgment:
I.
Permanently enjoining Defendants Wander, 777 Partners, and 600 Partners, and their
agents, servants, employees, and attorneys and all persons in active concert or participation with
them, from violating, directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q] and
Exchange Act Section 10(b) [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5];
II.
Permanently enjoining Defendant Alfalla, and his agents, servants, employees, and
attorneys and all persons in active concert or participation with him, from violating, directly or
indirectly, Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)]
and Exchange Act Section 10(b) [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5];

27

III.
Permanently enjoining Defendant Pasko, and his agents, servants, employees, and
attorneys and all persons in active concert or participation with him, from violating, directly or
indirectly, Securities Act Sections 17(a)(2) and 17(a)(3) [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)];
IV.
Ordering Defendants Wander, 777 Partners, and 600 Partners, jointly and severally, to
disgorge all ill-gotten gains they received directly or indirectly, with pre-judgment interest
thereon, as a result of the alleged violations, pursuant to Exchange Act Sections 21(d)(3),
21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)];
  V.
Ordering Defendants Pasko, 777 Partners, and 600 Partners, jointly and severally, to
disgorge all ill-gotten gains they received directly or indirectly, with pre-judgment interest
thereon, as a result of the alleged violations, pursuant to Exchange Act Sections 21(d)(3),
21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78(u)(d)(3), 78u(d)(5), and 78u(d)(7)];
VI.
Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and/or Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
VII.
Ordering that Defendants Wander, Pasko, and Alfalla, pursuant to Sections 21(d)(1) and
21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)] and/or Section 20(b) of the
Securities Act [15 U.S.C. § 77t(b)], are permanently restrained and enjoined from directly or
indirectly, including, but not limited to, through any entity they own or control, participating in
the issuance, purchase, offer, or sale of any security, provided, however, that such an injunction

28

shall not prevent Defendants Wander, Pasko, and Alfalla from purchasing or selling securities
for their own personal accounts;
VIII.
Ordering that Defendants Wander and Alfalla, pursuant to Section 21(d)(2) of the
Exchange Act [15 U.S.C. § 78u(d)(2] and Section 20(e) of the Securities Act [15 U.S.C.
§ 77t(e)], are permanently prohibited from acting as an officer or director of any issuer that has a
class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that
is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)];
IX.
Ordering that Defendant Pasko, pursuant to Section 21(d)(5) of the Securities Exchange
Act of 1934 [15 U.S.C. § 78u(d)(5)], is permanently prohibited from serving as an officer or
director of a public company; and
X.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
The Commission demands a trial by jury.

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Dated: New York, New York
 October 16, 2025

/s/ Ben Kuruvilla
Ben Kuruvilla
Thomas P. Smith, Jr.
Rebecca Reilly
Nicholas Flath
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street Suite 20-100
New York, NY 10004-2616
Tel. (212) 336-5599
[email protected]

Attorneys for Plaintiff

Thomas P. Smith, Jr. 
Rebecca Reilly 
Ben Kuruvilla 
Nicholas Flath 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street 
Suite 20-100 
New York, NY 10004-2616 
(212) 336-5599 (Kuruvilla) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 
 
 Plaintiff, 
 
v. 
 
JOSHUA WANDER, 
STEVEN PASKO, 
DAMIEN ALFALLA,  
777 PARTNERS LLC, and 
600 PARTNERS LLC, 
 
 Defendants. 

 
 
 

COMPLAINT 
 

25 Civ. 8565 
 

JURY TRIAL DEMANDED 

 
Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”), for its 

Complaint against Joshua Wander (“Wander”), Steven Pasko (“Pasko”), Damien Alfalla 

(“Alfalla”), 777 Partners LLC (“777 Partners”), and 600 Partners LLC (“600 Partners”) 

(collectively, “Defendants”), alleges as follows:  

SUMMARY 

1. Between January 2021 and May 2024 (the “Relevant Period”), Defendants 

fraudulently solicited investments in a preferred equity offering (the “Offering”) that 777 

Partners and 600 Partners (together, the “Issuers”) jointly issued, and that raised approximately 

Case 1:25-cv-08565     Document 1     Filed 10/16/25     Page 1 of 29

mailto:[email protected]


   
 

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$237 million from 13 investors.  Defendants Wander and Pasko were the co-founders and 

managers of the Issuers; Alfalla was the chief financial officer (“CFO”) of both entities.  

Wander, Pasko, and Alfalla managed the Issuers as a unified business; the Issuers reported their 

financial statements on a consolidated and combined basis. 

2. During the Relevant Period, Defendants misled investors about the Issuers’ 

financial condition, and fraudulently induced investments in the Offering, by falsely representing 

that the Issuers were earning, and would continue to earn, substantial positive net income 

sufficient to pay investors a 10% annual dividend.  In truth, Wander and Alfalla knew or 

recklessly disregarded, and Pasko knew or should have known, that the Issuers were in a severe 

and worsening liquidity crisis and had no realistic prospects of earning net income sufficient to 

pay the dividend.   

3. At the heart of the Issuers’ dire financial situation was the misuse and resulting 

$300 million overdraw of a credit facility (the “Credit Facility”) in breach of the Credit Facility’s 

terms.  The borrowers under the Credit Facility were certain limited liability companies that were 

subsidiaries of SuttonPark Capital LLC (together with its subsidiaries, “SuttonPark”).  

SuttonPark was 600 Partners’ largest subsidiary and the largest operating company within the 

Issuers’ business.  Prior to the Relevant Period, SuttonPark’s profits made up a significant 

portion of the Issuers’ profits.  By diverting cash and other collateral from the Credit Facility, the 

Issuers compromised SuttonPark’s ability to generate profits, and thus compromised the Issuers’ 

own financial health.  Moreover, the Issuers concealed the misuse and overdraw from the Credit 

Facility lender. 

4. Wander directed the misuse of the Credit Facility and the concealment of the 

overdraw from the lender.  Alfalla helped carry out these activities.  Pasko, who in addition to 

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co-founding and managing both 777 Partners and 600 Partners, was also the chief executive 

officer (“CEO”) of SuttonPark, knew or should have known of the overdraw, and yet signed 

Credit Facility compliance reports for transmission to the lender without verifying their accuracy 

or completeness.  In fact, such reports were false and misleading.   

5. Because of the overdraw of the Credit Facility, the Issuers would have had to 

generate $300 million to repay the Credit Facility lender before they could begin earning profits 

to pay dividends to investors in the Offering.  By summer 2021, there was no realistic prospect 

that the Issuers could do so, and the Issuers’ financial outlook only worsened as time passed and 

the Issuers continued to raise money from additional investors using materially false and 

misleading information. 

6. In marketing the Offering, Defendants Wander and Alfalla made false and 

misleading representations about the Issuers’ prospects and ability to pay dividends, while 

concealing the $300 million overdraw from investors, as well as its causes.  Alfalla drafted slides 

used in an investor presentation (the “Investor Presentation”), and related supporting diligence 

materials (the “Diligence Materials”), which falsely represented that the Issuers anticipated they 

would continue to earn substantial positive net income.  Wander reviewed and approved the 

Investor Presentation and Diligence Materials before they were sent to investors.  Wander also 

participated in phone calls with prospective investors in which he reinforced the false and 

misleadingly positive picture of the Issuers’ prospects.   

7. As a board member of 600 Partners and 777 Partners, Pasko signed board 

consents approving the form, terms, and provisions of the Subscription Agreement (which 

incorporated the Investor Presentation and Diligence Materials by reference); Pasko also signed 

each investor’s Subscription Agreement on behalf of 600 Partners and 777 Partners.  Though he 

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knew or should have known of the overdraw of the Credit Facility and its serious effects on the 

Issuers’ prospects, Pasko did not take steps to ensure the accuracy or completeness of the 

Investor Presentation and Diligence Materials, or the term sheet embodying the terms of the 

Offering (the “Term Sheet”).     

8. Wander also misled investors about how the Issuers would use the Offering 

proceeds.  Wander falsely represented in the Investor Presentation and in the Term Sheet that the 

Issuers would use the Offering proceeds for general corporate purposes.  In fact, Wander 

intended to, and ultimately did, cause the Issuers to divert approximately $33 million of investor 

funds to Wander and Pasko personally.  Specifically, in September 2021, after receiving Offering 

proceeds from investors, the Issuers (on Wander’s instructions) sent approximately $24.9 million 

to Wander’s personal bank account and approximately $8.03 million to Pasko’s personal 

brokerage account.   

9. The Issuers never remedied the overdraw of the Credit Facility, and the Issuers’ 

financial condition continued to worsen.  The Credit Facility lender eventually discovered the 

misuse and overdraw, and commenced litigation.  In 2024, Wander, Pasko, and Alfalla resigned 

from their roles at 777 Partners and 600 Partners and their subsidiaries, and a restructuring 

adviser was engaged to manage the Issuers.  The investors in the Offering have suffered 

substantial pecuniary harm as a result of Defendants’ actions.   

VIOLATIONS 

10. By virtue of the foregoing conduct and as alleged further herein, Defendants 

Wander, 777 Partners, and 600 Partners violated Section 17(a) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77q] and Section 10(b) of the Securities Exchange Act of 1934 

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

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11. By virtue of the foregoing conduct and as alleged further herein, Defendant 

Alfalla violated Sections 17(a)(1) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(1) and 

77q(a)(3)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

12. By virtue of the foregoing conduct and as alleged further herein, Defendant Pasko 

violated Sections 17(a)(2) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 

77q(a)(3)]. 

13. Unless Defendants are restrained and enjoined, they are likely to engage in the 

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

practices, transactions, and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

14. The Commission brings this action pursuant to the authority conferred upon it by 

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

[15 U.S.C. § 78u(d)]. 

15. The Commission seeks a final judgment:  

a. permanently enjoining Defendants from violating the federal securities laws 

and rules this Complaint alleges they have violated, pursuant to Section 20(b) 

of the Securities Act [15 U.S.C. § 77t(b)], and Sections 21(d)(1) and 21(d)(5) 

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

b. ordering Wander, 777 Partners, and 600 Partners, jointly and severally, to 

disgorge all ill-gotten gains Wander received as a result of the violations 

alleged here and to pay prejudgment interest thereon on a joint and several 

basis pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 

U.S.C. §§ 78u(d)(5), and 78u(d)(7)];  

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c. ordering Pasko, 777 Partners, and 600 Partners, jointly and severally, to 

disgorge all ill-gotten gains Pasko received as a result of the violations alleged 

here and to pay prejudgment interest thereon on a joint and several basis 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. 

§§ 78u(d)(5), and 78u(d)(7)];  

d. ordering Defendants Wander, Alfalla, 777 Partners, and 600 Partners to pay 

civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 

77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

e. ordering Defendant Pasko to pay civil money penalties pursuant to Securities 

Act Section 20(d) [15 U.S.C. § 77t(d)]; 

f. permanently prohibiting Wander and Alfalla from serving as officers or 

directors of any company that has a class of securities registered under 

Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports 

under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to 

Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 

21(d)(2) [15 U.S.C. § 78u(d)(2)];  

g. permanently prohibiting Pasko from serving as an officer or director of a 

public company pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. 

§78u(d)(5)];  

h. permanently prohibiting Wander, Pasko, and Alfalla from, directly or 

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

controlled by them, participating in the issuance, purchase, offer, or sale of 

any security, provided, however, that such injunctions shall not prevent them 

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from purchasing or selling securities for their own personal accounts, pursuant 

to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and Section 

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

i. ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

16. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15 

U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

17. Defendants, directly and indirectly, made use of the means or instrumentalities of 

interstate commerce, or of the mails, or of the means and instruments of transportation or 

communication in interstate commerce in connection with the transaction, acts, practices, and 

courses of business described in this Complaint.   

18. Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C. § 

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

transactions, and courses of business described in this Complaint occurred within this district.  

Among other things, at least four investors who participated in the Offering were in this district 

when Defendants marketed the Offering to them and they invested. 

DEFENDANTS 

19. 777 Partners is a Delaware limited liability company based in Miami, Florida.  

Wander and Pasko formed 777 Partners in May 2015.  Throughout the Relevant Period, Wander 

and Pasko controlled 777 Partners by virtue of their equity ownership and management roles.  At 

the beginning of the Relevant Period, Wander indirectly owned approximately 48% of 777 

Partners and Pasko indirectly owned 25%; by the end of the Relevant Period, Wander had 

acquired 78%, leaving Pasko with the remaining 22%.  Under 777 Partners’ LLC agreement, 

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Wander and Pasko had the right to appoint three members to 777 Partners’ five-member board; 

Wander, Pasko, and Alfalla served as the management members of the board.  In addition, 

Wander and Pasko served as co-managing partners of 777 Partners, and Alfalla served as 777 

Partners’ CFO.   

20. 600 Partners is a Delaware limited liability company based in Miami, Florida, at 

the same premises as 777 Partners.  Wander and Pasko formed 600 Partners in January 2017.  

Throughout the Relevant Period, Wander and Pasko controlled 600 Partners.  At the beginning of 

the Relevant Period, Pasko indirectly owned approximately 65% of 600 Partners; by the end of 

the Relevant Period, Pasko indirectly owned 100% of 600 Partners.  Pasko had the right to 

appoint three members of 600 Partners’ five-member board.  Pasko served on the board of 600 

Partners, as did Alfalla and another management designee.  Pasko also served as the sole 

managing partner of 600 Partners, and Alfalla served as 600 Partners’ CFO.  Wander, though not 

a member of 600 Partners, had a contractual participation interest in 600 Partners that was 

economically equivalent to 74% of Pasko’s equity interest, as well as a contractual right to be 

consulted concerning significant decisions about 600 Partners’ operations.  In addition, though 

Wander had no official title at 600 Partners, Wander and Pasko managed 600 Partners and 777 

Partners as a combined business (and reported their financials on a combined and consolidated 

basis), and Wander and Pasko managed the operating subsidiaries owned by 600 Partners, 

including SuttonPark.   

21. Wander, age 44, resides in Miami, Florida.  During the Relevant Period, Wander 

(along with Pasko) controlled 777 Partners through his equity interest, his role on the board, and 

his role as one of 777 Partners’ two managing partners.  Wander was also involved in the 

management of 600 Partners and its operating subsidiaries.  Wander resigned from the board and 

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management of 777 Partners on May 6, 2024.  At all times relevant to the complaint, Wander 

was acting in his official capacity or acting in furtherance of the business of 777 Partners and 

600 Partners.  

22. Pasko, age 77, resides in Miami, Florida.  During the Relevant Period, Pasko 

(along with Wander) controlled 777 Partners and 600 Partners through his equity interest in 777 

Partners, his equity interest in 600 Partners, his role on the boards of 777 Partners and 600 

Partners, his status as co-managing partner of 777 Partners, and his role as the sole managing 

partner of 600 Partners.  Pasko resigned from the boards and management of 777 Partners and 

600 Partners on May 6, 2024.  At all times relevant to the Complaint, Pasko was acting in his 

official capacity or acting in furtherance of the business of 777 Partners and 600 Partners. 

23. Alfalla, age 49, resides in Miami Beach, Florida and, through May 31, 2025, was 

a New York-registered Certified Public Accountant (“CPA”).  During the Relevant Period prior 

to February 2024, Alfalla served as the CFO of 777 Partners and 600 Partners and served on the 

boards of both companies.  Alfalla resigned from his positions at 777 Partners and 600 Partners 

effective February 15, 2024.  At all times relevant to the Complaint, Alfalla was acting in his 

official capacity or acting in furtherance of the business of 777 Partners and 600 Partners. 

OTHER RELEVANT ENTITY 

24. SuttonPark is a Delaware limited liability company with its principal place of 

business in Florida.  During the Relevant Period, 600 Partners owned more than 99% of the 

equity in SuttonPark.  During the Relevant Period, Pasko served as the CEO and managing 

partner of SuttonPark. 

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FACTS 

I. BACKGROUND 

A. The Issuers Relied on SuttonPark to Generate Income 

25. Wander and Pasko founded 777 Partners and 600 Partners as private holding 

companies with operating subsidiaries in various industries, including consumer and commercial 

finance, insurance, aviation, and media and entertainment.  

26. The largest operating company in the Issuers’ business organization, held as a 

subsidiary of 600 Partners, was SuttonPark, a consumer and commercial finance company.  

SuttonPark bought annuities (which had originated as tort claim settlements or lottery payouts) 

and then either securitized or resold them. 

27. As of year-end 2020, SuttonPark accounted for over 50% of the Issuers’ total 

balance-sheet assets, and over 40% of the Issuers’ total members’ equity.  SuttonPark was also a 

significant contributor to the Issuers’ net income.  In 2020, SuttonPark generated $184 million in 

net income, while the Issuers as a whole generated only $69 million in net income. In other 

words, SuttonPark’s profitability made up for losses incurred by the Issuers’ other operating 

subsidiaries, and enabled the Issuers to post positive net income for the year.  

28. As SuttonPark’s CEO and managing partner, among other things, Pasko signed 

documents for SuttonPark and its subsidiaries and approved cash movements to and from 

SuttonPark.   

29. Despite having no official title at SuttonPark, Wander (with Pasko) exercised 

control over SuttonPark.   

30. Alfalla managed intra-company cash movements, including movements of cash to 

and from SuttonPark, and also managed SuttonPark’s audits.   

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B. SuttonPark Relied on the Credit Facility 

31. SuttonPark relied on loans to purchase annuities.  One of SuttonPark’s largest 

lenders was Lender A, which provided the Credit Facility to SuttonPark.  Lender A first provided 

the Credit Facility in March 2017, and renewed it in May 2021.1  The Credit Facility was a line 

of credit secured by the annuities that SuttonPark owned and pledged to the Credit Facility; the 

credit limit was based on the value of these annuities.   

32. The Credit Facility had safeguards to protect Lender A.  Pursuant to the Credit 

Facility, among other things, SuttonPark committed to use borrowed funds only to buy annuities, 

and to pledge such annuities as collateral to secure the loan.  SuttonPark further committed not to 

allow any “Adverse Claim” against the annuities, which included, among other things, any 

security interest against the collateral.  SuttonPark thereby committed not to double-pledge any 

of the Credit Facility annuities as collateral for any other loan.  In addition, SuttonPark 

committed to deposit all funds generated by the annuities into a “Collections” bank account 

(“Collections Account”), and only to withdraw funds from the Collections Account after 

SuttonPark had paid all required fees, interest payments, and amortization payments to Lender A.  

SuttonPark also committed to deliver monthly compliance reports to Lender A itemizing and 

valuing the annuities pledged as collateral. 

33. Wander was familiar with the terms of the Credit Facility and interacted with 

Lender A on behalf of SuttonPark.  Alfalla was familiar with the terms of the Credit Facility and 

managed the Issuers’ cash transactions, including those involving SuttonPark and funds received 

from Lender A.  Pasko knew or should have known of the terms of the Credit Facility because he 

 
1 When the parties renewed the Credit Facility in 2021, they expanded it to encompass both a loan to SuttonPark and 
similar loans to subsidiaries of 777 Partners.   

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executed the 2017 Credit Facility agreement and the 2021 Credit Facility agreement on behalf of 

SuttonPark.   

34. Wander and Alfalla knew or recklessly disregarded, and Pasko knew or should 

have known, that the Issuers’ profitability depended on SuttonPark, and that SuttonPark’s 

profitability depended on continued access to loans to finance its purchases of annuities, 

including the Credit Facility.  Thus, Wander and Alfalla knew or recklessly disregarded, and 

Pasko knew or should have known, that a threat to the Credit Facility would jeopardize 

SuttonPark and the Issuers.   

C. The Issuers, Through Wander and Alfalla, Misused the Credit Facility 

35. Beginning in approximately 2020, and continuing throughout the Relevant Period, 

Wander and Alfalla misused the Credit Facility in at least three ways, resulting in an overdraw 

on the Credit Facility.   

36. First, Wander diverted Credit Facility cash for purposes other than the purchase of 

annuities, thereby increasing the amount due under the Credit Facility without acquiring 

collateral to support the debt.  Alfalla assisted Wander by directing the Issuers’ employees to 

effect Wander’s desired cash movements.  Specifically, between January 2020 and September 

2021, Wander and Alfalla caused more than $100 million that SuttonPark had borrowed from the 

Credit Facility to be diverted to the Issuers, for purposes other than the purchase of annuities, in 

violation of the Credit Facility’s “use of proceeds” provision. 

37. Second, Wander diverted cash collateral from the Collections Account.  Between 

January and September 2021, Wander directed more than two dozen disbursements from the 

Collections Account to the Issuers.  Alfalla assisted Wander by directing the Issuers’ employees 

to effect Wander’s desired cash movements in violation of the Credit Facility agreement 

regarding the Collections Account.  Alfalla directed the Issuer’s employees to characterize these 

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disbursements as “loans” from the Credit Facility to the Issuers on a spreadsheet.  By September 

2021, because of these disbursements of Credit Facility cash collateral, the “loan” balance that 

the Issuers owed to the Credit Facility was almost $80 million.   

38. Third, Wander caused SuttonPark to pledge to other lenders annuities that served 

as collateral for the Credit Facility, thereby double pledging the collateral in violation of the 

Credit Facility’s prohibition on “Adverse Claims” and leaving multiple credit facilities under-

secured.  By September 2021, Wander had caused double pledging of annuities then valued at 

more than $146.6 million.  Wander caused SuttonPark to double-pledge additional annuities 

throughout the Relevant Period. 

39. As a result of these three forms of misuse (i.e., misuse of borrowed funds, misuse 

of cash collateral, and double pledging), by September 2021, the Credit Facility was overdrawn 

by approximately $300 million, and SuttonPark lacked sufficient collateral to secure this debt 

and/or SuttonPark’s other debts incurred using the same collateral.   

D. Wander and Alfalla Concealed the Misuse and Overdraw of the Credit Facility 
and Damaged the Issuers’ Financial Prospects 

40. Wander and Alfalla directed employees of the Issuers to conceal the misuse of the 

Credit Facility and the overdraw from Lender A.  For instance, in February and March 2021, 

Wander and Alfalla directed employees of the Issuers to transmit false and misleading 

compliance reports to Lender A that misstated the amount of cash collateral in the Collections 

Account.  Later, Wander and Alfalla directed employees of the Issuers to transmit compliance 

reports that falsely listed, as collateral, the annuities that had been double pledged. 

41. Wander and Alfalla’s concealment of the misuse of the Credit Facility from 

Lender A continued until at least 2023, and as explained further below, enabled Wander and 

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Alfalla to deceive and mislead prospective investors in the Offering about the Issuers’ financial 

prospects.   

42. Wander and Alfalla knew, or recklessly disregarded, that the overdraw of the 

Credit Facility was detrimental to the Issuers’ finances and prospects.  Historically, the Issuers 

had relied on the Credit Facility (and other similar loans) to enable SuttonPark to purchase 

annuities, which generated profits for SuttonPark and, consequently, for the Issuers.  By 

misusing the Credit Facility for purposes other than buying annuities, the Issuers jeopardized 

their ability to continue generating profits.   

E. Pasko Knew or Should Have Known of the Overdraw  

43. Pasko knew or should have known of the growing overdraw of the Credit Facility 

based on communications he received from Alfalla.  For example, in December 2020, Alfalla 

sent Wander and Pasko a spreadsheet indicating a large “discrepancy” between the collateral 

tabulated in a draft Lender A compliance report versus the actual collateral.  Then, in February 

2021, Alfalla told Pasko and Wander via chat that “the deficit is like $75m.”  In September 2021, 

Alfalla told Wander and Pasko, again via chat, that the overdraw was more than $300 million.   

44. Though he knew or should have known of the overdraw of the Credit Facility, 

throughout the Relevant Period, Pasko signed borrowing requests for transmission to Lender A, 

as well as Credit Facility compliance reports, without confirming whether the representations in 

those borrowing requests and compliance reports were accurate and complete.  Pasko knew or 

should have known that the borrowing requests and compliance reports were misleading in that 

they misrepresented the amount of collateral supporting the Credit Facility and concealed the 

overdraw from Lender A.  

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45. In addition, as the CEO and managing partner of SuttonPark, and as a co-founder 

and executive of the Issuers, Pasko also knew or should have known of the negative effect of the 

overdraw on the Issuers’ financial prospects.  

II. THE OFFERING 

46. By the beginning of the Relevant Period, the Issuers needed capital to refinance 

their debts and fund their commitments.  Wander and Pasko, in consultation with Alfalla, 

decided to address this need for capital by conducting the Offering.   

A. Structure, Terms, and Timing of the Offering 

47. Beginning in summer 2021, the Issuers marketed the Offering to prospective 

investors.  To conduct the Offering, the Issuers hired a broker-dealer to act as a placement agent 

(“Placement Agent A”).  The Offering was an issuance of preferred equity units.  Each “unit” 

consisted of a membership interest issued by 777 Partners and a membership interest issued by 

600 Partners, making them joint issuers.  According to the Offering terms, these units entitled the 

holders to receive 10% annual dividends.   

48. The Offering terms were set forth in the Term Sheet.  Investors indicated their 

interest in participating in the Offering by signing a subscription agreement (the “Subscription 

Agreement”).  The Subscription Agreement incorporated the Term Sheet by reference. 

49. As members of the board of directors of 777 Partners, Wander, Alfalla, and Pasko 

signed a consent creating the new class of preferred equity units in 777 Partners, approving the 

“form, terms and provisions” of the Subscription Agreement, and authorizing the issuance of 

preferred equity units to investors pursuant to the Subscription Agreement.   

50. As members of the board of directors of 600 Partners, Alfalla and Pasko signed a 

consent creating the new class of preferred equity units in 600 Partners, approving the “form, 

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terms and provisions” of the Subscription Agreement, and authorizing the issuance of preferred 

equity units to investors pursuant to the Subscription Agreement.  

51. The Issuers raised a total of approximately $237 million in the Offering, from 13 

investors, in four successive capital raises.  On September 21, 2021, eight investors invested 

$211 million in the Offering, including an investor (“Investor A”) who invested $40 million 

based on the recommendation of its investment adviser (“Adviser A”).  On December 28, 2021, 

four additional investors invested $9 million in the Offering.  On August 22, 2022, an additional 

investor (“Investor B”) invested $14 million in the Offering.  Finally, on February 2, 2023, 

Investor B invested an additional $3 million in the Offering. 

B. Wander, Alfalla, and the Issuers Misled Investors About the Issuers’ Financial 
Condition and Prospects 

52. Alfalla and Wander used the Investor Presentation to market the Offering to 

prospective investors.  Alfalla drafted financial slides of the Investor Presentation, and Wander 

participated in conversations with employees of the Issuers and of Placement Agent A about 

financial representations that should be made to prospective investors.  Wander approved the 

entirety of the Investor Presentation and distributed the Investor Presentation to some prospective 

investors.  Wander also authorized Placement Agent A to distribute the Investor Presentation to 

prospective investors.   

53. Wander and Alfalla approved inclusion of a slide in the Investor Presentation that 

falsely represented to investors that the Issuers were earning, and would continue to earn, 

substantial positive net income sufficient to pay the promised 10% dividend.  The slide, entitled 

“Dividend Service Coverage,” asserted that (1) the Issuers had earned $113 million in net 

income in the year 2020, (2) the Issuers were projecting $132 million in net income for the year 

2021, and (3) assuming the Offering raised $250 million, the Issuers’ net income, together with 

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anticipated savings from debt refinance, would cover the anticipated dividend obligation ($25 

million) sixfold.   

54. Wander also directed employees of the Issuers to generate an Excel model (the 

“Model”), which provided backup for the projected net income figure of $132 million for 2021.  

Alfalla participated in developing the Model.  The Model projected that more than half of the 

2021 net income ($71.8 million out of $132.3 million) would derive from the Issuers’ 

“Consumer and Commercial” segment, that is, from SuttonPark.   

55. Wander and Alfalla directed Placement Agent A to make the Model available to 

prospective investors, along with the Diligence Materials, via an electronic diligence data room.  

In addition to the Model, the Diligence Materials included, among other things, a schedule of the 

Issuers’ credit facilities as of March 31, 2021, indicating the name of the lender and borrower, 

the type of facility, the amount outstanding, the type of collateral, and the maturity date.  This 

schedule listed the Credit Facility and indicated that its maturity date was in the future, but did 

not disclose that the Issuers had misused the Credit Facility to purchase non-income-generating 

assets that could not serve as collateral for the Credit Facility, and had double-pledged Credit 

Facility collateral, resulting in an overdraw and impairing the Issuers’ financial prospects.  

56. Wander and Alfalla knew, or recklessly disregarded, that the actual and expected 

net income information included in the Investor Presentation and the Model were false and 

misleading.  As of summer 2021, Wander and Alfalla knew about, or recklessly disregarded the 

existence of, the Credit Facility overdraw, and that the overdraw meant the Issuers had no 

realistic prospect of earning profits in 2021.  Furthermore, Wander and Alfalla knew or 

recklessly disregarded that, as of summer 2021, the Issuers had no expectations of receiving 

sufficient income from sources other than SuttonPark to justify the income projections in the 

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Investor Presentation.  Despite being aware of these facts, Wander and Alfalla did not disclose 

the overdraw of the Credit Facility to prospective investors in the Offering and concealed the 

Issuers’ inability to achieve the projected profits.   

57. Wander’s and Alfalla’s misrepresentations were material.  For example, a 

representative of Adviser A believed, after reviewing the Investor Presentation and Diligence 

Materials, and meeting with Wander and Alfalla, that the Issuers presented a low credit risk and 

would generate substantial cashflow from SuttonPark, ensuring that the Issuers would be able to 

make the 10% dividend payment.  Based on this belief, Adviser A recommended that its 

advisory client, Investor A, participate in the Offering.  Investor A accordingly invested $40 

million in the September 2021 raise.   

58. After the September 2021 raise from investors, the Issuers’ financial position 

continued to worsen, and the Issuers were not able to cure the overdraw in the Credit Facility.   

59. Wander, Pasko, and Alfalla recognized that the overdraw was a significant 

obstacle to the Issuers’ prospects.  For example, on September 25, 2021, Alfalla told Wander and 

Pasko, via text message: 

Last week was obviously a good week for us.  So thank you for 
your collective efforts.  However, we still have a $300m+ 
borrowing base deficiency that needs to be addressed between now 
and 12/31/21. . . .  Effectively, we need to cure the borrowing base 
by at least $100m per month if we are trying to spread it out. 

60. Then, on November 15, 2021, Alfalla again texted Pasko and Wander to express 

his concern about the overdraw and his doubt that it could be solved via raising additional capital 

from investors: 

[I]t is still to [sic] vast to expect with confidence that we will be 
able to raise preferred equity in the amount of $300m+.  I think we 
need to discuss alternative plans/contingency measures . . . .  It is 
going to be a difficult for me to continue working here if at year-
end the situation does not dramatically improve. . . .  Today alone 

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we need several millions that we don’t have and this is a payroll 
week and liabilities are growing at an astronomical pace due to our 
aviation sector not providing sufficient cash to cover its 
obligations. 

61. Despite the Issuers’ growing liabilities, the Issuers continued to rely on the 

misleading Investor Presentation and Diligence Materials to market the Offering to additional 

investors, including the four investors who invested in the December 2021 raise. 

62. Wander and Alfalla were agents of 777 Partners and 600 Partners, acting on 

behalf of 777 Partners and 600 Partners during the Offering, when they misled investors about 

the Issuers’ prospects.  Wander and Alfalla’s actions are therefore imputed to 777 Partners and 

600 Partners. 

C. Wander and the Issuers Misled Investors about the Issuers’ Use of Proceeds  

63. Wander also made false and misleading representations to investors in the 

September 2021 raise about the Issuers’ intended use of proceeds of the Offering by representing 

that the proceeds would be used for “general corporate purposes” while knowingly or recklessly 

omitting that he intended to use a portion of the proceeds for his and Pasko’s personal benefit.   

64. Specifically, the Investor Presentation that Wander approved, on a slide entitled 

“Terms of Offered Securities,” represented that the Issuers would use the money for “general 

corporate purposes.”  The next slide, entitled “Investment Highlights,” explained that the 

Offering proceeds would be used to “reduce inefficient funding facilities” and “support growth 

trajectory.”  The Investor Presentation did not disclose that Wander intended to use a portion of 

the proceeds for his and Pasko’s personal benefit. 

65. The Term Sheet, which was incorporated by reference into the Subscription 

Agreement that Wander, Pasko, and Alfalla approved as members of the Board of 777 Partners 

(and that Pasko and Alfalla approved as members of the Board of 600 Partners), similarly stated 

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that the Issuers would use the proceeds for “general corporate purposes,” giving several 

examples of such.  Though the Term Sheet indicated that there were “no restrictions” on the 

Issuers’ use of proceeds, it did not disclose that Wander intended to use a portion of the proceeds 

for his and Pasko’s personal benefit.  

66. Wander knew or recklessly disregarded that these representations and omissions 

about the Issuers’ intended use of proceeds from the Offering were materially false and 

misleading. 

67. Wander did not disclose to all of the prospective investors that he intended to use 

a portion of proceeds to benefit himself and Pasko.  Investor A, for instance, understood, based 

on review of the Investor Presentation, Diligence Materials, and conversations with Wander, that 

the proceeds of the Offering would be used to support the Issuers’ growth.   

68. Contrary to the representations in the Investor Presentation and Term Sheet, on 

September 21, 2021, the same day that the Issuers received funds from Investor A and other 

investors in the September 2021 raise, the Issuers transferred $24,914,722.13 to Wander and 

$8,028,681.54 to Pasko, at Wander’s direction.   

69. Wander was an agent of 777 Partners and 600 Partners, acting on behalf of 777 

Partners and 600 Partners, when he misled investors about the Issuers’ intended use of proceeds.  

Wander’s actions are therefore imputed to 777 Partners and 600 Partners. 

D. Wander, Alfalla, and the Issuers Misled Investor B about the Issuers’ Finances 

70. In summer 2022, Wander and Alfalla marketed the Offering to Investor B.  In 

marketing the Offering to Investor B, Wander and Alfalla continued to use the materially false 

and misleading Investor Presentation and Diligence Materials that they had used to market the 

Offering to previous investors.  In addition, Wander and Alfalla failed to disclose to Investor B 

losses that the Issuers suffered in the first quarter of 2022.   

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71. In August 2022, with Wander’s and Alfalla’s knowledge and approval, the Issuers 

sent a representative of Investor B the Investor Presentation, without any changes or updates 

since summer 2021.   

72. However, Wander and Alfalla knowingly, or with reckless disregard, failed to 

disclose to Investor B large losses suffered by the Issuers in spring 2022.  Beginning in March 

2022, the Issuers’ financial condition had worsened substantially following a series of interest 

rates raises imposed by the Board of Governors of the Federal Reserve System.  Following the 

rise in interest rates, the Issuers experienced $504 million in losses in their financial assets line-

item in the first quarter of 2022, contributing to a quarterly operating loss of $382 million.  

Wander and Alfalla were aware, or recklessly disregarded, the Issuers’ worsened financial 

condition following these interest-rate increases. 

73. Nonetheless, Investor B’s Subscription Agreement included a representation that 

the Issuers had provided the “unaudited combined balance sheet of the Company as of December 

31, 2021” to Investor B and that there had been “no material adverse change to the financial 

condition of the Company since the date of the most recent Financial Statements provided.”  This 

representation was false and misleading because the Issuers had suffered a quarterly loss of $382 

million as of March 31, 2022, which was not disclosed to Investor B before it invested.   

74. In reliance on the misleading misrepresentations in the Investor Presentation and 

Subscription Agreement, on August 22, 2022, Investor B signed the Subscription Agreement 

(which included the “no material adverse change” representation) and invested $14 million in the 

Offering.   

75. On February 2, 2023, Investor B invested another $3 million in the Offering.   

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76. Wander and Alfalla were agents of 777 Partners and 600 Partners, acting on 

behalf of 777 Partners and 600 Partners, when they misled Investor B about the Issuers’  

prospects.  Wander’s and Alfalla’s actions are therefore imputed to 777 Partners and 600 

Partners. 

E. Pasko Should Have Known of the Misrepresentations in the Term Sheet, 
Investor Presentation and Diligence Materials 

77. As a member of the Boards of 777 Partners and 600 Partners, Pasko approved the 

terms of the Offering and the form of the Subscription Agreement. 

78. Pasko also personally signed every investor Subscription Agreement on behalf of 

777 Partners and 600 Partners.   

79. Pasko thereby should have known of the representations in the Term Sheet, the 

Investor Presentation, and the Diligence Materials, all of which were incorporated by reference 

in the Subscription Agreement.   

80. The Subscription Agreements signed by Pasko included Investor B’s Subscription 

Agreement, which included the materially false and misleading representation that the Issuers 

had suffered no material adverse change since the most recent financial statement provided to 

Investor B. 

81. As alleged above, including in paragraphs 43-45, Pasko knew or should have 

known that the overdraw of the Credit Facility had impaired the Issuers’ prospects.   

82. Pasko also knew or should have known that the Issuers planned to pay him a 

portion of the incoming investor funds.   

83. Pasko therefore should have known that the representations in the Term Sheet, the 

Investor Presentation, and the Diligence Materials were false and misleading. 

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84. Pasko nevertheless failed to confirm the accuracy or completeness of the 

representations in the Term Sheet, the Investor Presentation, or the Diligence Materials before 

approving the form of Subscription Agreement, signing the investor Subscription Agreements, or 

accepting $8,028,681.54 out of the proceeds of the September 2021 raise. 

III. THE AFTERMATH OF THE OFFERING 

85. In late 2022, Lender A learned about a possible problem in the collateral 

underlying the Credit Facility and began inquiring about the status of its loan. 

86. Wander and Alfalla attempted to conceal the misuse and overdraw of the Credit 

Facility from Lender A, but Lender A ultimately commenced litigation after determining that 

substantial collateral was missing. 

87. In February 2024, Alfalla resigned from 777 Partners and 600 Partners.  

88. In May 2024, Wander and Pasko resigned from 777 Partners and 600 Partners. 

89. The Issuers are presently being managed by a restructuring firm hired by one of 

its lenders. 

90. Investors in the Offering have suffered serious financial harm from participating 

in the Offering.   

FIRST CAUSE OF ACTION 
Violations of Securities Act Section 17(a) 

(Against Wander, 777 Partners, and 600 Partners) 

91. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1-21, 24-42, 46-76, 85-90. 

92. Defendants Wander, 777 Partners, and 600 Partners, directly or indirectly, singly 

or in concert, in the offer or sale of securities and by the use of the means or instruments of 

transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly 

have employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, 

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or negligently have obtained money or property by means of one or more untrue statements of a 

material fact or omissions of a material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading, and/or (3) knowingly, 

recklessly, or negligently have engaged in one or more transactions, practices, or courses of 

business which operated or would operate as a fraud or deceit upon the purchaser. 

93. By reason of the foregoing, Defendants Wander, 777 Partners, and 600 Partners, 

directly or indirectly, singly or in concert, have violated and, unless enjoined, will again violate 

Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CAUSE OF ACTION 
Violations of Securities Act Sections 17(a)(1) and 17(a)(3) 

(Against Alfalla) 

94. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1-20, 23-42, 46-76, 85-90. 

95. Defendant Alfalla, directly or indirectly, singly or in concert, in the offer or sale 

of securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly has employed one or more devices, 

schemes or artifices to defraud and/or (2) knowingly, recklessly, or negligently has engaged in 

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

fraud or deceit upon the purchaser. 

96. By reason of the foregoing, Defendant Alfalla, directly or indirectly, singly or in 

concert, has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 

17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)]. 

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THIRD CAUSE OF ACTION 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(Against Wander, Alfalla, 777 Partners, and 600 Partners) 

97. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1-21, 23-42, 46-76, 85-90. 

98. Defendants Wander, Alfalla, 777 Partners, and 600 Partners, directly or indirectly, 

singly or in concert, in connection with the purchase or sale of securities and by the use of means 

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

exchange, knowingly or recklessly have (1) employed one or more devices, schemes, or artifices 

to defraud, (2) made one or more untrue statements of a material fact or omitted to state one or 

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

under which they were made, not misleading, and/or (3) engaged in one or more acts, practices, 

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

99. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. 

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

 
FOURTH CAUSE OF ACTION 

Violations of Securities Act Sections 17(a)(2) and 17(a)(3) 
(Against Pasko)  

100. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1-20, 22, 24-90. 

101. Defendant Pasko, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly, recklessly, or negligently has obtained money 

or property by means of one or more untrue statements of a material fact or omissions of a 

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

which they were made, not misleading, and/or (2) knowingly, recklessly, or negligently has 

engaged in one or more transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

102. By reason of the foregoing, Defendant Pasko, directly or indirectly, singly or in 

concert, has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(2) and 

17(a)(3) [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

PRAYER FOR RELIEF 

Wherefore, the Commission respectfully requests that the Court enter a Final Judgment: 

I. 

Permanently enjoining Defendants Wander, 777 Partners, and 600 Partners, and their 

agents, servants, employees, and attorneys and all persons in active concert or participation with 

them, from violating, directly or indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q] and 

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

240.10b-5]; 

II. 

Permanently enjoining Defendant Alfalla, and his agents, servants, employees, and 

attorneys and all persons in active concert or participation with him, from violating, directly or 

indirectly, Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)] 

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

240.10b-5]; 

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III. 

Permanently enjoining Defendant Pasko, and his agents, servants, employees, and 

attorneys and all persons in active concert or participation with him, from violating, directly or 

indirectly, Securities Act Sections 17(a)(2) and 17(a)(3) [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]; 

IV.  

Ordering Defendants Wander, 777 Partners, and 600 Partners, jointly and severally, to 

disgorge all ill-gotten gains they received directly or indirectly, with pre-judgment interest 

thereon, as a result of the alleged violations, pursuant to Exchange Act Sections 21(d)(3), 

21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

  V. 

Ordering Defendants Pasko, 777 Partners, and 600 Partners, jointly and severally, to 

disgorge all ill-gotten gains they received directly or indirectly, with pre-judgment interest 

thereon, as a result of the alleged violations, pursuant to Exchange Act Sections 21(d)(3), 

21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78(u)(d)(3), 78u(d)(5), and 78u(d)(7)]; 

VI.  

Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)] and/or Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

VII. 

Ordering that Defendants Wander, Pasko, and Alfalla, pursuant to Sections 21(d)(1) and 

21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(1) and (5)] and/or Section 20(b) of the 

Securities Act [15 U.S.C. § 77t(b)], are permanently restrained and enjoined from directly or 

indirectly, including, but not limited to, through any entity they own or control, participating in 

the issuance, purchase, offer, or sale of any security, provided, however, that such an injunction 

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shall not prevent Defendants Wander, Pasko, and Alfalla from purchasing or selling securities 

for their own personal accounts;  

VIII.  

Ordering that Defendants Wander and Alfalla, pursuant to Section 21(d)(2) of the 

Exchange Act [15 U.S.C. § 78u(d)(2] and Section 20(e) of the Securities Act [15 U.S.C. 

§ 77t(e)], are permanently prohibited from acting as an officer or director of any issuer that has a 

class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that 

is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; 

IX.  

Ordering that Defendant Pasko, pursuant to Section 21(d)(5) of the Securities Exchange 

Act of 1934 [15 U.S.C. § 78u(d)(5)], is permanently prohibited from serving as an officer or 

director of a public company; and 

X.  

Granting any other and further relief this Court may deem just and proper. 

JURY DEMAND 

The Commission demands a trial by jury. 

 

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Dated: New York, New York 
 October 16, 2025 
  

 
 
 
/s/ Ben Kuruvilla    
Ben Kuruvilla 
Thomas P. Smith, Jr. 
Rebecca Reilly 
Nicholas Flath 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street Suite 20-100 
New York, NY 10004-2616 
Tel. (212) 336-5599 
[email protected] 
 
Attorneys for Plaintiff  

 

 

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	I. BACKGROUND
	A. The Issuers Relied on SuttonPark to Generate Income
	B. SuttonPark Relied on the Credit Facility
	C. The Issuers, Through Wander and Alfalla, Misused the Credit Facility
	D. Wander and Alfalla Concealed the Misuse and Overdraw of the Credit Facility and Damaged the Issuers’ Financial Prospects
	E. Pasko Knew or Should Have Known of the Overdraw

	II. THE OFFERING
	A. Structure, Terms, and Timing of the Offering
	B. Wander, Alfalla, and the Issuers Misled Investors About the Issuers’ Financial Condition and Prospects
	C. Wander and the Issuers Misled Investors about the Issuers’ Use of Proceeds
	D. Wander, Alfalla, and the Issuers Misled Investor B about the Issuers’ Finances
	E. Pasko Should Have Known of the Misrepresentations in the Term Sheet, Investor Presentation and Diligence Materials

	III. THE AFTERMATH OF THE OFFERING