SEC v. EDWARD M. LABORIO, No. 1:12-cv-11489-PBS, District of Massachusetts (Dec. 16, 2015)

 
 
 UNITED STATES OF AMERICA 
 before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 71043 / December 11, 2013 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 3734 / December 11, 2013 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-15639 
 
In the Matter of 
MATTHEW K. LAZAR,   
Respondent. 
 
ORDER INSTITUTING  
ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO SECTION 15(b) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND SECTION 203(f) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
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”) and Section 203(f) of the 
Investment Advisers Act of 1940 (“Advisers Act”) against Matthew K. Lazar (“Lazar” or 
“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, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
proceedings and the findings contained in Section III.2 below, which are admitted, Respondent 
consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) 
of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, 
Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth below.   

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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds that:  
 
 1. From September 2008 through January 2009, Lazar was employed as an 
investment adviser representative in the Columbus, Ohio branch office of Envit Capital Private 
Wealth Management, LLC, an unregistered investment adviser.  Lazar holds Series 7 and Series 66 
securities licenses.  Lazar, 33 years old, is a resident of Rochester, New York. 
 
 2. On November 27, 2013, a final judgment was entered by consent against 
Lazar, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 
1933; Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder; and Sections 
206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange 
Commission v. Edward M. Laborio, et al., Civil Action Number 1:12-cv-11489-MBB, in the 
United States District Court for the District of Massachusetts.  Lazar was also barred for a period 
of three years 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. 
 
 3. The Commission’s Complaint alleged that from October through 
December 2008, Lazar raised $585,000 from 10 investors through the sale of a PIPE (private 
investment in a public equity) in Envit Capital Group, Inc.  Lazar allegedly misrepresented the 
nature of the PIPE, most notably that it guaranteed a return of 8.5% annually and that it was safe, 
like a fixed annuity or a certificate of deposit, despite the fact that the PIPE offering materials 
stated that “no assurance can be made that [the dividend] will take place.”  The Complaint 
further alleged that Lazar admitted that he did not read the PIPE offering documents when he 
received them, but instead first read them in approximately January 2009, after one of his 
investors pointed out that the PIPE offering memorandum did not guarantee a dividend.  The 
Complaint also alleged that Lazar induced the purchase of securities without being registered in 
violation of Section 15(a) of the Exchange Act. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Lazar’s Offer. 
 
 Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act and 
Section 203(f) of the Advisers Act that Respondent Lazar 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, with the right to apply for reentry after three years to the appropriate self-
regulatory organization, or if there is none, to the Commission. 
 

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Any application 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. 
 
 
 
       Elizabeth M. Murphy 
       Secretary 
 

UNITED STATES OF AMERICA 
 before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 71043 / December 11, 2013 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 3734 / December 11, 2013 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-15639 

 

In the Matter of 

MATTHEW K. LAZAR,   

Respondent. 
 

ORDER INSTITUTING  
ADMINISTRATIVE PROCEEDINGS 
PURSUANT TO SECTION 15(b) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND SECTION 203(f) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
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”) and Section 203(f) of the 
Investment Advisers Act of 1940 (“Advisers Act”) against Matthew K. Lazar (“Lazar” or 
“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, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
proceedings and the findings contained in Section III.2 below, which are admitted, Respondent 
consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) 
of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, 
Making Findings, and Imposing Remedial Sanctions (“Order”), as set forth below.   



 2 

 
III. 

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

 1. From September 2008 through January 2009, Lazar was employed as an 
investment adviser representative in the Columbus, Ohio branch office of Envit Capital Private 
Wealth Management, LLC, an unregistered investment adviser.  Lazar holds Series 7 and Series 66 
securities licenses.  Lazar, 33 years old, is a resident of Rochester, New York. 

 
 2. On November 27, 2013, a final judgment was entered by consent against 

Lazar, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 
1933; Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder; and Sections 
206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange 
Commission v. Edward M. Laborio, et al., Civil Action Number 1:12-cv-11489-MBB, in the 
United States District Court for the District of Massachusetts.  Lazar was also barred for a period 
of three years 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. 

 
 3. The Commission’s Complaint alleged that from October through 

December 2008, Lazar raised $585,000 from 10 investors through the sale of a PIPE (private 
investment in a public equity) in Envit Capital Group, Inc.  Lazar allegedly misrepresented the 
nature of the PIPE, most notably that it guaranteed a return of 8.5% annually and that it was safe, 
like a fixed annuity or a certificate of deposit, despite the fact that the PIPE offering materials 
stated that “no assurance can be made that [the dividend] will take place.”  The Complaint 
further alleged that Lazar admitted that he did not read the PIPE offering documents when he 
received them, but instead first read them in approximately January 2009, after one of his 
investors pointed out that the PIPE offering memorandum did not guarantee a dividend.  The 
Complaint also alleged that Lazar induced the purchase of securities without being registered in 
violation of Section 15(a) of the Exchange Act. 

 
IV. 

 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Lazar’s Offer. 
 
 Accordingly, it is hereby ORDERED pursuant to Section 15(b)(6) of the Exchange Act and 
Section 203(f) of the Advisers Act that Respondent Lazar 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, with the right to apply for reentry after three years to the appropriate self-
regulatory organization, or if there is none, to the Commission. 

 



 3 

Any application 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. 
 
 
 
       Elizabeth M. Murphy 
       Secretary