SEC v. SIZER, No. 9:18-cv-80585, Southern District of Florida (May 9, 2018)

 
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 79123 / October 19, 2016 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-17636 
 
In the Matter of 
 
MIGUEL MESA  
 
Respondent. 
 
ORDER INSTITUTING  
ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO SECTION 15(b) OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS 
 
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative proceedings be, and hereby are, instituted pursuant to 
Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) against Miguel Mesa, 
a/k/a Michael Mesa (“Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over him and the subject matter of these proceedings, and the findings contained in 
Section III.2 below, and consents to the entry of this Order Instituting Administrative Proceedings 
Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing 
Remedial Sanctions (“Order”), as set forth below. 
   
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds that: 
 
 1. Mesa, age 56, a resident of Miami Lakes, Florida, hired unregistered sales agents 
to offer and sell to investors the securities of Sanomedics, Inc., and Fun Cool Free, Inc.  In 2004 
and 2007, the Commodity Futures Trading Commission (“CFTC”) charged Mesa in separate 
civil injunctive actions alleging antifraud violations involving trading in futures contracts and 

 2 
options.  CFTC v. Brickell Key Financial, LLC, et. al., Case No. 04-22549-CIV-PAS (S.D.FL. 
2004); CFTC v. First International Group, Inc., Case No. 06-20979-CIV-AJ (S.D.FL. 2006).  
Final judgments were entered against Mesa enjoining him from future violations of laws related 
to commodities futures transactions and he was permanently barred from the commodities 
industry.  Mesa is not, and was not at the time of the conduct described herein, registered with 
the Commission as a broker or dealer.     
 
 2. On October 13, 2016, a final judgment was entered by consent against 
Respondent, permanently enjoining him from future violations of Section 17(a) of the Securities 
Act of 1933 (“Securities Act”), Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 
thereunder, in the civil action entitled Securities and Exchange Commission v. Sizer, et al., Civil 
Action Number 16-cv-24106-JAL, in the United States District Court for the Southern District of 
Florida.  
 
 3. The Commission’s complaint alleged that Respondent offered and sold 
Sanomedics and Fun Cool Free securities to individual investors while acting as an unregistered 
securities broker.  In addition, hundreds of investors were defrauded through a boiler room 
whose unregistered sales agents were hired by Respondent.  The Commission further alleged that 
Respondent made misrepresentations and omissions to investors that investor funds would be 
used by Sanomedics and Fun Cool Free to develop the companies’ businesses, and that no 
commissions or fees would be charged to investors.  Respondent also participated in a fraudulent 
scheme by misappropriating millions of dollars of investor proceeds for personal expenses and 
also used proceeds to pay undisclosed commissions to unregistered sales agents. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act, 
that Respondent be, and hereby is barred from association with any broker, dealer, investment 
adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized 
statistical rating organization.  
 
 
 
 
 
 
 
 
 
 
 
 

 3 
 
Any reapplication for association by the Respondent will be subject to the applicable laws 
and regulations governing the reentry process, and reentry may be conditioned upon a number of 
factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against the Respondent, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 
as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a 
customer, whether or not related to the conduct that served as the basis for the Commission order; 
and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 
that served as the basis for the Commission order. 
 
 By the Commission. 
 
 
 
 
       Brent J. Fields 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 79123 / October 19, 2016 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-17636 

 

In the Matter of 

 

MIGUEL MESA  

 

Respondent. 

 

ORDER INSTITUTING  

ADMINISTRATIVE PROCEEDINGS 

PURSUANT TO SECTION 15(b) OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS 

 

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) against Miguel Mesa, 

a/k/a Michael Mesa (“Respondent”).   

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over him and the subject matter of these proceedings, and the findings contained in 

Section III.2 below, and consents to the entry of this Order Instituting Administrative Proceedings 

Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing 

Remedial Sanctions (“Order”), as set forth below. 

   

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds that: 

 

 1. Mesa, age 56, a resident of Miami Lakes, Florida, hired unregistered sales agents 

to offer and sell to investors the securities of Sanomedics, Inc., and Fun Cool Free, Inc.  In 2004 

and 2007, the Commodity Futures Trading Commission (“CFTC”) charged Mesa in separate 

civil injunctive actions alleging antifraud violations involving trading in futures contracts and 



 2 

options.  CFTC v. Brickell Key Financial, LLC, et. al., Case No. 04-22549-CIV-PAS (S.D.FL. 

2004); CFTC v. First International Group, Inc., Case No. 06-20979-CIV-AJ (S.D.FL. 2006).  

Final judgments were entered against Mesa enjoining him from future violations of laws related 

to commodities futures transactions and he was permanently barred from the commodities 

industry.  Mesa is not, and was not at the time of the conduct described herein, registered with 

the Commission as a broker or dealer.     

 

 2. On October 13, 2016, a final judgment was entered by consent against 

Respondent, permanently enjoining him from future violations of Section 17(a) of the Securities 

Act of 1933 (“Securities Act”), Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 

thereunder, in the civil action entitled Securities and Exchange Commission v. Sizer, et al., Civil 

Action Number 16-cv-24106-JAL, in the United States District Court for the Southern District of 

Florida.  

 

 3. The Commission’s complaint alleged that Respondent offered and sold 

Sanomedics and Fun Cool Free securities to individual investors while acting as an unregistered 

securities broker.  In addition, hundreds of investors were defrauded through a boiler room 

whose unregistered sales agents were hired by Respondent.  The Commission further alleged that 

Respondent made misrepresentations and omissions to investors that investor funds would be 

used by Sanomedics and Fun Cool Free to develop the companies’ businesses, and that no 

commissions or fees would be charged to investors.  Respondent also participated in a fraudulent 

scheme by misappropriating millions of dollars of investor proceeds for personal expenses and 

also used proceeds to pay undisclosed commissions to unregistered sales agents. 

 

IV. 

 

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

impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act, 

that Respondent be, and hereby is barred from association with any broker, dealer, investment 

adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized 

statistical rating organization.  

 

 

 

 

 

 

 

 

 

 

 

 



 3 

 

Any reapplication for association by the Respondent will be subject to the applicable laws 

and regulations governing the reentry process, and reentry may be conditioned upon a number of 

factors, including, but not limited to, the satisfaction of any or all of the following:  (a) any 

disgorgement ordered against the Respondent, whether or not the Commission has fully or partially 

waived payment of such disgorgement; (b) any arbitration award related to the conduct that served 

as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a 

customer, whether or not related to the conduct that served as the basis for the Commission order; 

and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct 

that served as the basis for the Commission order. 

 

 By the Commission. 

 

 

 

 

       Brent J. Fields 

       Secretary