SEC v. Edward O'Donnell; and Victor Bozzo, No. 1:23-cv-08543-AS, Southern District of New York (June 24, 2025) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------------
SECURITIES AND EXCHANGE  :
COMMISSION,  :
: Case No. 23-cv-8543 (AS)
Plaintiff,     :
-against-               :
:
EDWARD O’DONNELL and VICTOR    :
BOZZO,                         :
:
Defendants.   :
-------------------------------------------------------
FINAL JUDGMENT AS TO DEFENDANT EDWARD O’DONNELL
The Securities and Exchange Commission (“the Commission”) having filed a Complaint
and Defendant Edward O’Donnell (“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; 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 Section 17(a) of the Securities Act of 1933
(the “Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any
means or instruments of transportation or communication in interstate commerce or by use of the
mails, directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact or
any omission of a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; or

2
(c)  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, including materially misleading information in filings with the
Commission or omitting from those filings such further material information necessary to make
statements therein not misleading.
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 restrained and enjoined from violating, directly or indirectly, Section 10(b) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act
Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or
instrumentality of interstate commerce, or of the mails, or of any facility of any national
securities exchange, in connection with the purchase or sale of any security:
(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact, or to omit to state a material fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading, or
(c) to engage in any act, practice, or course of business which operates or would operate
as a fraud or deceit upon any person;

3
by, directly or indirectly, including materially misleading information in filings with the
Commission or omitting from those filings such further material information necessary to make
statements therein not misleading.
     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).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating, directly or indirectly, aiding and abetting
violations of Section 13(a) of the Exchange Act [15 U.S.C. §§ 78m(a)] and Rules 12b–20, 13a–1,
13a-11, and 13a–13 thereunder [17 C.F.R. §§ 240.12b–20, 240.13a–1, 240.13a–11, and 240.13a–
13], by knowingly providing substantial assistance to an issuer of securities registered pursuant
to Section 12 of the Exchange Act, in filing materially false and misleading current reports,
materially false and misleading quarterly reports, and materially false and misleading annual
reports with the Commission that make untrue statements of material fact or omit to state
material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
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

4
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating, directly or indirectly, Exchange Act Rule
13a-14 [17 C.F.R. § 240.13a-14] by directly or indirectly, as an officer or director of an issuer,
falsely certifying in annual and quarterly reports that based on his knowledge, disclosure reports
did not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the report.
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 judgment by personal service or otherwise: (a) Defendant’s agents,
servants, employees, and attorneys; and (b) other persons in active concert or participation with
Defendant or with anyone described in (a).
V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating Section 13(b)(5) of the Securities Exchange
Act of 1934 (“Exchange Act”) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-1 [17 C.F.R. §§
240.13b2-1] promulgated thereunder by: (a) knowingly circumventing or knowingly failing to
implement a system of internal accounting controls or knowingly falsifying books, records, or
accounts that an issuer is required to maintain under Section 13(b)(2) of the Exchange Act [15
U.S.C. § 78m(b)(2)]; or (b) directly or indirectly, falsifying or causing to be falsified an issuer's

5
books, records, or accounts subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §
78m(b)(2)(A)].
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).
VI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section
13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by knowingly or recklessly
providing substantial assistance to an issuer, which, in violation of Section 13(b)(2)(A) of the
Exchange Act, fails to make and keep books, records, and accounts, which, in reasonable detail,
accurately and fairly reflected the issuer’s transactions and dispositions of its assets.
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).
VII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from aiding and abetting any violation of Section
13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by knowingly or recklessly

6
providing substantial assistance to an issuer, which, in violation of Section 13(b)(2)(B) of the
Exchange Act, fails to devise and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that transactions were recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles in the United
States (“GAAP”) and any other criteria applicable such statements.
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).
VIII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Rule 13b2-2 of the Exchange Act [17
C.F.R. § 240.13b2-2] by directly or indirectly making or causing to be made materially false or
misleading statements to an accountant in connection with any audit, review or examination of
an issuer’s financial statements or the preparation or filing of any document or report required to
be filed with the Commission; or omitting to state, or causing another person to omit to state, any
material fact necessary in order to make statements made, in light of the circumstances under
which such statements were made, not misleading, to an accountant in connection with any audit,
review or examination of an issuer’s financial statements or the preparation or filing of any
document or report required to be filed with the Commission.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who

7
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).
IX.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, 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)], 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)].
X.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $60,000, representing net profits gained as a result of the conduct
alleged in the Complaint. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant’s disgorgement obligation of $60,000 is deemed satisfied by the order of forfeiture
entered in the parallel criminal case, United States v. Edward O’Donnell, Case No. 23-cr-00499-
AS (S.D.N.Y.).
XI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that the
Consent is incorporated herein with the same force and effect as if fully set forth herein.
XII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, 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

UNITED STATES DISTRICT COURT  
SOUTHERN DISTRICT OF NEW YORK  

------------------------------------------------------- 
SECURITIES AND EXCHANGE  : 
COMMISSION,  : 

: Case No. 23-cv-8543 (AS) 
Plaintiff,  : 

-against-   : 
: 

EDWARD O�DONNELL and VICTOR  : 
BOZZO,      : 

: 
Defendants.  : 

------------------------------------------------------- 

FINAL JUDGMENT AS TO DEFENDANT EDWARD O�DONNELL 

The Securities and Exchange Commission (�the Commission�) having filed a Complaint 

and Defendant Edward O�Donnell (�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; 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 Section 17(a) of the Securities Act of 1933 

(the �Securities Act�) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 

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

mails, directly or indirectly: 

(a) to employ any device, scheme, or artifice to defraud;

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

any omission of a material fact necessary in order to make the statements made, in

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

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2 

(c) 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, including materially misleading information in filings with the 

Commission or omitting from those filings such further material information necessary to make 

statements therein not misleading.  

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 restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the �Exchange Act�) [15 U.S.C. § 78j(b)] and Exchange Act 

Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using any means or 

instrumentality of interstate commerce, or of the mails, or of any facility of any national 

securities exchange, in connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud;   

(b) to make any untrue statement of a material fact, or to omit to state a material fact 

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

under which they were made, not misleading, or 

(c) to engage in any act, practice, or course of business which operates or would operate 

as a fraud or deceit upon any person; 

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3 

by, directly or indirectly, including materially misleading information in filings with the 

Commission or omitting from those filings such further material information necessary to make 

statements therein not misleading. 

 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). 

III. 

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

is permanently restrained and enjoined from violating, directly or indirectly, aiding and abetting 

violations of Section 13(a) of the Exchange Act [15 U.S.C. §§ 78m(a)] and Rules 12b�20, 13a�1, 

13a-11, and 13a�13 thereunder [17 C.F.R. §§ 240.12b�20, 240.13a�1, 240.13a�11, and 240.13a�

13], by knowingly providing substantial assistance to an issuer of securities registered pursuant 

to Section 12 of the Exchange Act, in filing materially false and misleading current reports, 

materially false and misleading quarterly reports, and materially false and misleading annual 

reports with the Commission that make untrue statements of material fact or omit to state 

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

under which they were made, not misleading. 

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 

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4 

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

IV. 

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

is permanently restrained and enjoined from violating, directly or indirectly, Exchange Act Rule 

13a-14 [17 C.F.R. § 240.13a-14] by directly or indirectly, as an officer or director of an issuer, 

falsely certifying in annual and quarterly reports that based on his knowledge, disclosure reports 

did not contain any untrue statement of a material fact or omit to state a material fact necessary 

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

were made, not misleading with respect to the period covered by the report.  

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 judgment by personal service or otherwise: (a) Defendant�s agents, 

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

Defendant or with anyone described in (a). 

V. 

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

permanently restrained and enjoined from violating Section 13(b)(5) of the Securities Exchange 

Act of 1934 (�Exchange Act�) [15 U.S.C. § 78m(b)(5)] and Rule 13b2-1 [17 C.F.R. §§ 

240.13b2-1] promulgated thereunder by: (a) knowingly circumventing or knowingly failing to 

implement a system of internal accounting controls or knowingly falsifying books, records, or 

accounts that an issuer is required to maintain under Section 13(b)(2) of the Exchange Act [15 

U.S.C. § 78m(b)(2)]; or (b) directly or indirectly, falsifying or causing to be falsified an issuer's 

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5 

books, records, or accounts subject to Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 

78m(b)(2)(A)]. 

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). 

VI. 

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

is permanently restrained and enjoined from aiding and abetting any violation of Section 

13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)] by knowingly or recklessly 

providing substantial assistance to an issuer, which, in violation of Section 13(b)(2)(A) of the 

Exchange Act, fails to make and keep books, records, and accounts, which, in reasonable detail, 

accurately and fairly reflected the issuer�s transactions and dispositions of its assets. 

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). 

VII. 

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

is permanently restrained and enjoined from aiding and abetting any violation of Section 

13(b)(2)(B) of the Exchange Act [15 U.S.C. § 78m(b)(2)(B)] by knowingly or recklessly 

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6 

providing substantial assistance to an issuer, which, in violation of Section 13(b)(2)(B) of the 

Exchange Act, fails to devise and maintain a system of internal accounting controls sufficient to 

provide reasonable assurances that transactions were recorded as necessary to permit preparation 

of financial statements in conformity with generally accepted accounting principles in the United 

States (�GAAP�) and any other criteria applicable such statements. 

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). 

VIII. 

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

is permanently restrained and enjoined from violating Rule 13b2-2 of the Exchange Act [17 

C.F.R. § 240.13b2-2] by directly or indirectly making or causing to be made materially false or 

misleading statements to an accountant in connection with any audit, review or examination of 

an issuer�s financial statements or the preparation or filing of any document or report required to 

be filed with the Commission; or omitting to state, or causing another person to omit to state, any 

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

which such statements were made, not misleading, to an accountant in connection with any audit, 

review or examination of an issuer�s financial statements or the preparation or filing of any 

document or report required to be filed with the Commission. 

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

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

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7 

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). 

IX. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, 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)], 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)]. 

X. 

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

is liable for disgorgement of $60,000, representing net profits gained as a result of the conduct 

alleged in the Complaint. IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant�s disgorgement obligation of $60,000 is deemed satisfied by the order of forfeiture 

entered in the parallel criminal case, United States v. Edward O�Donnell, Case No. 23-cr-00499-

AS (S.D.N.Y.). 

XI. 

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

Consent is incorporated herein with the same force and effect as if fully set forth herein. 

XII. 

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

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