SEC v. Randell R. Torno, No. 3:25-cv-01716, Northern District of Texas (July 10, 2025) — Judgment

1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
§
SECURITIES AND EXCHANGE COMMISSION, §
        §
Plaintiff, §
        §
v. §      Case No.: 3:25-CV-1716-D
        §
RANDELL            R.            TORNO            §
        §
Defendant.            §
        §
FINAL JUDGMENT AS TO DEFENDANT RANDELL R. TORNO
The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and
Defendant Ra
ndell R. Torno (“Defendant”) having entered a general appearance; consented to
the Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry
of this Final Judgment without admitting or denying the allegations of the Complaint (except as
to jurisdiction and and except as otherwise provided herein in paragraph VII); waived findings of
fact and conclusions of law; and waived any right to appeal from this Final Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating Sections 17(a)(2) and (3) of the Securities
Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(2), (3)] in the offer or sale of any security
by the use of any means or instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly:
(a)to obtain money or property by means of any untrue statement of material
fact or any omission of a material fact necessary in order to make the

2

statements made, in light of the circumstances under which they were
made, not misleading; or
(b) to engage in any transaction, practice, or course of business which
operates or would operate as a fraud or deceit upon the purchaser.
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents, materials, or information, concerning matters
relating to a decision by an investor or prospective investor to buy or sell securities of any
company.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently barred from participating in an offering of penny stock, including engaging in
activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or
attempting to induce the purchase or sale of any penny stock. A penny stock is any equity
security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the
Securities Exchange Act of 1934 (“Exchange Act”) [17 C.F.R. § 240.3a51-1].

3

III.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant
to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)], Defendant is 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)].
IV.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $22,398.08, representing net profits gained as a result of the conduct
alleged in the Complaint, together with prejudgment interest thereon in the amount of $2,011.92,
and a civil penalty in the amount of $35,000 pursuant to pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)].  Defendant shall satisfy this obligation by paying $59,410 to
the Securities and Exchange Commission pursuant to the terms of the payment schedule set forth
in paragraph V below.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly
from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank
cashier’s check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to:
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

and shall be accompanied by a letter identifying the case title, civil action number, and name of

4

this Court; Randall Torno as a defendant in this action; and specifying that payment is made
pursuant to this Final Judgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commission’s counsel in this action. By making this payment,
Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part
of the funds shall be returned to Defendant.
The Commission may enforce the Court’s judgment for disgorgement and prejudgment
interest by using all collection procedures authorized by law, including, but not limited to,
moving for civil contempt at any time after 30 days following entry of this Final Judgment.
The Commission may enforce the Court’s judgment for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action. Defendant shall pay post judgment interest on any amounts due after 30
days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall
hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),
pending further order of the Court.
The Commission may propose a plan to distribute the Fund subject to the Court’s
approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund
provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.
Regardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the

5

government for all purposes, including all tax purposes. To preserve the deterrent effect of the
civil penalty, Defendant shall not, after offset or reduction of any award of compensatory
damages in any Related Investor Action based on Defendant’s payment of disgorgement in this
action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such
compensatory damages award by the amount of any part of Defendant’s payment of a civil
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such
a Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty
Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset
to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall
not be deemed an additional civil penalty and shall not be deemed to change the amount of the
civil penalty imposed in this Final Judgment. For purposes of this paragraph, a “Related Investor
Action” means a private damages action brought against Defendant by or on behalf of one or
more investors based on substantially the same facts as alleged in the Complaint in this action.
V.
Defendant shall pay the total of disgorgement, prejudgment interest, and penalty due of
$59,410 in four installments to the Commission according to the following schedule: (1)
$14,852.50, within 90 days of entry of this Final Judgment; (2) $14,852.50, within 180 days of
entry of this Final Judgment; (3) $14,852.50, within 270 days of entry of this Final Judgment;
and (4) $14,852.50, within 365 days of entry of this Final Judgment.  Payments shall be deemed
made on the date they are received by the Commission and shall be applied first to post judgment
interest, which accrues pursuant to 28 U.S.C. § 1961 on any unpaid amounts due after 30 days of
the entry of Final Judgment.  Prior to making the final payment set forth herein, Defendant shall
contact the staff of the Commission for the amount due for the final payment.

6

If Defendant fails to make any payment by the date agreed and/or in the amount agreed
according to the schedule set forth above, all outstanding payments under this Final Judgment,
including post-judgment interest, minus any payments made, shall become due and payable
immediately at the discretion of the staff of the Commission without further application to the
Court.
VI.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant
shall comply with all of the undertakings and agreements set forth therein.
VII.

IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Final Judgment or any other judgment, order, consent order, decree or settlement agreement
entered in connection with this proceeding, is a debt for the violation by Defendant of the federal
securities laws or any regulation or order issued under such laws, as set forth in Section
523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).
VIII.
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

7

IX.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Done at Dallas, Texas July 8, 2025.

____________________________________
SIDNEY A. FITZWATER
SENIOR JUDGE

1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

§ 
SECURITIES AND EXCHANGE COMMISSION, § 
        § 

Plaintiff, § 
        § 
v. §      Case No.: 3:25-CV-1716-D 
        § 
RANDELL R. TORNO § 
        § 

Defendant. § 
        § 

FINAL JUDGMENT AS TO DEFENDANT RANDELL R. TORNO

The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and 

Defendant Randell R. Torno (“Defendant”) having entered a general appearance; consented to 

the Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry 

of this Final Judgment without admitting or denying the allegations of the Complaint (except as 

to jurisdiction and and except as otherwise provided herein in paragraph VII); waived findings of 

fact and conclusions of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating Sections 17(a)(2) and (3) of the Securities 

Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(2), (3)] in the offer or sale of any security 

by the use of any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly: 

(a) to obtain money or property by means of any untrue statement of material

fact or any omission of a material fact necessary in order to make the

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 1 of 7     PageID 135



2 
 

statements made, in light of the circumstances under which they were 

made, not misleading; or 

(b) to engage in any transaction, practice, or course of business which 

operates or would operate as a fraud or deceit upon the purchaser. 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company.  

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

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

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

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

II. 

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

is permanently barred from participating in an offering of penny stock, including engaging in 

activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or 

attempting to induce the purchase or sale of any penny stock. A penny stock is any equity 

security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the 

Securities Exchange Act of 1934 (“Exchange Act”) [17 C.F.R. § 240.3a51-1]. 

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 2 of 7     PageID 136



3 
 

III. 

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

to Exchange Act Section 21(d)(5) [15 U.S.C. § 78u(d)(5)], Defendant is 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)]. 

IV. 
 

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

is liable for disgorgement of $22,398.08, representing net profits gained as a result of the conduct 

alleged in the Complaint, together with prejudgment interest thereon in the amount of $2,011.92, 

and a civil penalty in the amount of $35,000 pursuant to pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)].  Defendant shall satisfy this obligation by paying $59,410 to 

the Securities and Exchange Commission pursuant to the terms of the payment schedule set forth 

in paragraph V below. 

Defendant may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly 

from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank 

cashier’s check, or United States postal money order payable to the Securities and Exchange 

Commission, which shall be delivered or mailed to: 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

and shall be accompanied by a letter identifying the case title, civil action number, and name of 

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 3 of 7     PageID 137



4 
 

this Court; Randall Torno as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission’s counsel in this action. By making this payment, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant. 

The Commission may enforce the Court’s judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment. 

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action. Defendant shall pay post judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall 

hold the funds, together with any interest and income earned thereon (collectively, the “Fund”), 

pending further order of the Court. 

The Commission may propose a plan to distribute the Fund subject to the Court’s 

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Final Judgment shall be treated as penalties paid to the 

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 4 of 7     PageID 138



5 
 

government for all purposes, including all tax purposes. To preserve the deterrent effect of the 

civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant’s payment of disgorgement in this 

action, argue that he is entitled to, nor shall he further benefit by, offset or reduction of such 

compensatory damages award by the amount of any part of Defendant’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset 

to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the 

civil penalty imposed in this Final Judgment. For purposes of this paragraph, a “Related Investor 

Action” means a private damages action brought against Defendant by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Complaint in this action. 

V. 

Defendant shall pay the total of disgorgement, prejudgment interest, and penalty due of 

$59,410 in four installments to the Commission according to the following schedule: (1) 

$14,852.50, within 90 days of entry of this Final Judgment; (2) $14,852.50, within 180 days of 

entry of this Final Judgment; (3) $14,852.50, within 270 days of entry of this Final Judgment; 

and (4) $14,852.50, within 365 days of entry of this Final Judgment.  Payments shall be deemed 

made on the date they are received by the Commission and shall be applied first to post judgment 

interest, which accrues pursuant to 28 U.S.C. § 1961 on any unpaid amounts due after 30 days of 

the entry of Final Judgment.  Prior to making the final payment set forth herein, Defendant shall 

contact the staff of the Commission for the amount due for the final payment. 

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 5 of 7     PageID 139



6 
 

If Defendant fails to make any payment by the date agreed and/or in the amount agreed 

according to the schedule set forth above, all outstanding payments under this Final Judgment, 

including post-judgment interest, minus any payments made, shall become due and payable 

immediately at the discretion of the staff of the Commission without further application to the 

Court. 

VI. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

VII.  
 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

VIII. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

  

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 6 of 7     PageID 140



7 
 

IX. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

Done at Dallas, Texas July 8, 2025. 

 

____________________________________ 
SIDNEY A. FITZWATER 
SENIOR JUDGE 

Case 3:25-cv-01716-D     Document 17     Filed 07/08/25      Page 7 of 7     PageID 141