UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 9385 / February 15, 2013

SECURITIES EXCHANGE ACT OF 1934

Release No. 68943 / February 15, 2013

ADMINISTRATIVE PROCEEDING

File No. 3-15211

In the Matter of

GREGG C. LORENZO, FRANCIS V. 

LORENZO, and CHARLES VISTA, 

LLC,

Respondents.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, AND 

SECTIONS 15(b), 21B AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934

I.

The Securities and Exchange Commission (“Commission” or “SEC”) deems it 

appropriate and in the public interest that public administrative and cease-and-desist 

proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 

1933 (“Securities Act”), and Sections 15(b), 21B and 21C of the Securities Exchange Act 

of 1934 (“Exchange Act”) against Gregg C. Lorenzo (“Gregg Lorenzo”), Francis V. 

Lorenzo (“Frank Lorenzo”), and Charles Vista, LLC (“Charles Vista”) (collectively, 

“Respondents”).

II.

After an investigation, the Division of Enforcement alleges that:

1. Beginning in or about September 2009, Gregg Lorenzo, Frank Lorenzo, and 

Charles Vista, a broker-dealer controlled by Gregg Lorenzo, made 

fraudulent misrepresentations to several customers of Charles Vista to 

induce them to invest in convertible debentures issued by a start-up waste 

management company called Waste2Energy Holdings, Inc. (“W2E”). 
2

2. In telephone conversations with at least three Charles Vista customers, 

Gregg Lorenzo attempted to convince them to purchase the highly risky 

W2E debentures by (a) making false, misleading, and unfounded statements 

designed to create the impression that the debentures were less risky than 

they actually were, and (b) making unfounded positive predictions about the 

upside of the investment, including the future price of W2E stock and the 

likelihood of it trading on the NASDAQ.

3. Frank Lorenzo also engaged in fraudulent efforts to sell the W2E 

debentures to Charles Vista customers, by sending at least two Charles 

Vista customers emails containing false and/or misleading statements 

concerning W2E’s assets and alleged contracts.

4. Charles Vista committed fraud through the actions of Gregg Lorenzo and 

Frank Lorenzo, described above. 

A. RESPONDENTS

Gregg Lorenzo

5. Gregg Lorenzo, age 30, is the president and indirect owner of Charles Vista, 

a registered broker-dealer doing business in Staten Island, New York. Lorenzo’s indirect 

ownership stems from his status as the sole shareholder and managing member of GJL 

Holdings, LLC (“GJL”), a New York limited liability company that wholly owns Charles 

Vista. From April 2002 to the present, Gregg Lorenzo has been a registered representative 

associated with various broker-dealers registered with the Commission, and is currently 

associated with Charles Vista. Lorenzo holds the Series 7, Series 24, and Series 63 

licenses. He resides in Staten Island, New York. 

6. In September 2005, Gregg Lorenzo joined Mercer Capital (“Mercer”), a 

now defunct New York broker-dealer. Shortly afterward, Gregg Lorenzo settled civil 

fraud and other charges with the State of Montana arising from his prior employment at a 

different brokerage firm. He also agreed to withdraw his securities license in Montana 

for two years and pay a $35,000 fine. In a separate matter, in February 2007, the

National Association of Securities Dealers found that Mercer and Gregg Lorenzo had 

violated agreements with the New Jersey and Indiana securities authorities, which had 

imposed strict supervision requirements on Gregg Lorenzo at Mercer.

7. In January 2008, Gregg Lorenzo left Mercer and joined John Thomas 

Financial, a New York-based registered broker-dealer. In February 2008, Gregg Lorenzo 

and John Thomas Financial entered into a consent order with the Iowa Securities and 

Regulated Industries Bureau requiring heightened supervision of Gregg Lorenzo and 

precluding him from performing supervisory responsibilities for two years.

8. In February 2009, through an entity that he owned, Gregg Lorenzo 

purchased a registered broker-dealer shell company called DC Evans and Company LLC 
3

(“DC Evans”) and renamed it Charles Vista, LLC. Gregg Lorenzo continues to operate 

Charles Vista as a broker-dealer in Staten Island, N.Y. Although the indirect owner of 

the firm, Gregg Lorenzo officially has no managerial title and is listed only as a 

registered representative at Charles Vista. Despite his lack of a managerial title, 

however, Gregg Lorenzo in fact controlled Charles Vista.

9. In a July 16, 2009 Agreement and Order with the Idaho Department of 

Finance, Idaho v. John Thomas Financial et al., Docket No. 2008-7-11, the Idaho 

Securities Division sanctioned John Thomas Financial and Gregg Lorenzo, among others, 

for negligently failing to disclose the Iowa consent order in his form U-4. The order 

directed Gregg Lorenzo to withdraw his application for registration as an investment 

adviser representative and to pay a civil penalty of $1,250.

10. On December 16, 2009, the Financial Industry Regulatory Authority 

(“FINRA”) denied Charles Vista’s application to transfer membership from DC Evans to 

Charles Vista. On August 10, 2010, FINRA upheld its earlier decision, citing Lorenzo’s 

regulatory history.

Frank Lorenzo

11. Frank Lorenzo, age 51, resides in Westwood, New Jersey and is currently 

registered with Hunter Wise Securities, LLC, a registered broker-dealer based in Irvine, 

California. Frank Lorenzo works at the firm’s New York City office. Frank Lorenzo 

holds Series 7 and 63 licenses. He began working at Mercer Capital in February 2007 

and then followed Gregg Lorenzo to John Thomas Financial and Charles Vista. Frank 

Lorenzo acted as an investment banker at Mercer Capital, John Thomas Financial and 

Charles Vista.

Charles Vista

12. Charles Vista is a registered broker-dealer controlled by Gregg Lorenzo.

Frank Lorenzo was the head of investment banking from the opening of the firm until his 

departure in January 2010.

B. OTHER RELEVANT ENTITIES

13. According to W2E’s SEC filings, W2E is a Delaware corporation formed in 

2008 as Maven Media Holdings, Inc. (“Maven Media”). In May 2009, Maven Media’s 

wholly-owned subsidiary, Waste2Energy Acquisition Co., acquired Waste2Energy, Inc., 

a privately held Delaware corporation that held 95% of the issued and outstanding shares of 

EnerWaste International Corporation (“EWI”), a company that manufactured a so-called 

“Batch Oxidation System” for converting waste into energy. EWI owned 50% of 

EnerWaste Europe, Ltd. (“EWE”), a company based in Iceland that operated a waste 

processing facility in that country. In April 2008, Waste2Energy, Inc. formed a wholly 

owned subsidiary, EnerWaste, Inc. to acquire the other 50% of the stock of EWE. In July 

2009, Maven Media (which prior to the acquisition of Waste2Energy, Inc. had been a shell 
4

corporation with publicly registered stock) changed its name to Waste2Energy Holdings, 

Inc. Shortly thereafter, W2E’s stock began to be quoted on the Over-The-Counter Bulletin 

Board (“OTCBB”).

C. W2E’s OPERATIONS AND FINANCIAL CONDITION

14. According to W2E’s SEC filings, Waste2Energy, Inc. was incorporated in 

Delaware on April 10, 2007. On August 27, 2007, Waste2Energy, Inc. filed a Form D 

notice that it was engaged in a $6 million private offering of securities pursuant to Rule 506 

of Regulation D, 17 C.F.R. § 230.506. According to its September 4, 2007 private 

placement memorandum, Waste2Energy, Inc. was formed to acquire 95% of the “issued 

and outstanding shares of capital stock” of EWI. 

15. According to W2E’s SEC filings, Waste2Energy, Inc. completed the EWI 

acquisition in or about November 2007, thereby acquiring 50% of EWE. Through 

EnerWaste, Inc., Waste2Energy acquired the remaining 50% of the stock of EWE. 

Waste2Energy, Inc.’s total purchase price for EWE was $8 million, which it paid in 

roughly equal parts in cash, W2E stock and a W2E promissory note.

16. According to W2E’s SEC filings, when Waste2Energy, Inc. acquired EWE, 

EWE had a contract with Ascot Environmental Ltd. (“Ascot”) to develop a waste-to-energy 

facility in the Dargaval area of Dumfries, Scotland. In 2008, W2E took over this contract 

through its Isle of Man subsidiary, Waste2 Energy Limited.

17. On June 30, 2009, W2E filed a Form 8-K with the SEC that contained its 

first “unaudited” public post-merger financial statements. The financial statements stated,

among other things, that, as of December 31, 2008, W2E had total assets of $13,987,764, 

total liabilities of $9,563,673, and that W2E “had been operating at a substantial operating 

loss each year since inception.” Of the nearly $14 million in assets as of December 31,

2008, W2E attributed $10 million to “intangibles” (including a $1.9 million deferred tax 

liability), $0.5 million to goodwill, and $3 million to “cost and estimated earnings of 

billings on uncompleted contracts.” The Form 8-K also disclosed that EWE had been 

placed in involuntary receivership in February 2009. The filing listed $28,171 in cash as of 

December 31, 2008 and further disclosed that W2E’s current business operations were 

dependent on generating substantial revenues from one customer, Ascot, which subjected 

W2E to “significant financial and other risks in the operation of our business.” The 

anticipated revenue from the contract with Ascot, at the time it was entered into, was less 

than $15 million, and by the time the Form 8-K was filed in June 2009, the contract was 

operating at a net loss for W2E. Furthermore, by September 2009, W2E had received all, 

or virtually all, of the payments it was entitled to under its contract with Ascot.

18. On October 1, 2009, W2E filed an amended Form 8-K (“Form 8K/A”) and 

its Form 10-Q for the period ended June 30, 2009. The financial statements contained in 

the October 1 filings included “unaudited” numbers for the period ended June 30, 2009 

and, apparently, audited numbers for the period ended March 31, 2009. For the period 

ended March 31, 2009, W2E reported total assets of $367,581 (including $27,360 in cash), 
5

total liabilities of $6,676,163, and an operating loss of $1,972,637. For the period ended 

June 30, 2009, W2E reported total assets of $660,408 (including $54,543 in cash), total 

liabilities of $3,942,356, and an operating loss of $1.5 million. The alleged $11 million in 

intangible assets and goodwill that W2E had reported in the Form 8-K that it filed June 30, 

2009 were no longer included on the balance sheet that appeared in its October 1, 2009 

Form 10-Q and Form 8-K/A filings. 

19. W2E’s October 1, 2009 Form 8-K/A explained the complete write-off of 

$11 million in intangibles and goodwill as follows:

In January 2009, the Company engaged a consultant to assist in the 

evaluation of the Dargavel project [for Ascot] due to continued 

delays and concerns over the design and plans for the facility, as 

well as the progress and ability to complete the project in 

accordance with the contract. The initial plans, designs, and 

knowhow that were the foundation of the project plan also served as 

the basis of the Technology assets we acquired with the purchase of 

[EWE]. The conclusion reached was that the Company needed to 

completely change the project plans, technology and controls that 

would enable the company to deliver the project according to the 

contract specifications. As a result, management made a 

determination that the value of the assets acquired were of no value 

and the Company’s IP platform would be built on a new set of plans, 

design specifications and technology that was developed starting in 

January through the expected conclusion of the project in late 2009. 

As a result, an impairment charge in the amount of $10,538,029 was 

recorded to write-off the value of the Technology. 

Additionally, when the Company acquired [EWE], Goodwill was 

assigned based on the value of the workforce. At the time of the 

Iceland economic collapse and subsequent termination of the 

contract between EWE and the company, and the signing of the new 

contract with another Company subsidiary, the majority of the 

workforce where the value was place did not continue on with the 

Dargavel project or any other efforts supporting the continued 

development of the Technology and knowhow of the business. As a 

result of the above, management determined that Goodwill was 

impaired and an impairment in the amount of $496,594 was 

recorded to write-off the value of the Goodwill.

20. On November 16, 2009, W2E filed a Form 10-Q for the period ending 

September 30, 2009. In this filing, W2E reported that as of September 30, 2009, the 

value of all of W2E’s assets was $905,582, its total liabilities were $6,510,247, and it had 

an accumulated deficit of $23,675,381. The value of contracts receivable was listed as 

zero and unbilled amounts due on uncompleted contracts was $499,857. 
6

D. W2E’s $15 MILLION DEBENTURE OFFERING

21. From in or about September 2009 through May 2010, Gregg Lorenzo’s firm, 

Charles Vista, was the exclusive placement agent for an issuance of 12% W2E debentures, 

with a maximum issuance amount of $15 million (the “Debentures”). The Debentures were 

convertible to W2E stock.

22. Charles Vista’s financial interest in the Debentures offering was 

considerable. According to documents attached to some of W2E’s SEC filings, Charles 

Vista was to receive (1) a 10% “commission” on the gross proceeds of all Debentures sales; 

(2) a 3% “expense allowance” on the same proceeds; (3) a consulting fee of $10,000 per 

month for twelve months starting “at the initial closing” of the Debentures offering; (4) an 

“investment banking fee equal to $125,000 for each $2,500,000 of Debentures sold, up to a 

total of $750,000”; (5) another 13% commission/expense allowance “upon the exercise of 

the Warrants issued to the purchasers of the Debentures”; and (6) a “warrant to purchase up 

to 4.5 %” of W2E’s outstanding shares “proportionate to [the] amount of Debentures sold” 

(at a $.01 exercise price). 

23. Charles Vista sent potential investors written materials concerning W2E and 

the Debentures, including a lengthy private offering memorandum (“POM”) prepared by 

W2E, Charles Vista, and their respective attorneys. The POM stated that the Debentures

“are highly speculative in nature, involve a high degree of risk and should be purchased 

only by persons who can afford to lose their entire investment.” The POM also listed a 

number of individual risks concerning investment in the Debentures.

24. In addition to the POM, investors received, and were required to sign, a 

subscription agreement that contained risk disclosures similar to the POM. 

E. GREGG LORENZO’S FALSE STATEMENTS TO INVESTORS

25. Gregg Lorenzo personally attempted to sell the Debentures to numerous

potential investors. In his oral sales pitches to at least three potential investors, Lorenzo 

made false and misleading statements designed to (i) ameliorate concerns about the 

investment’s downside risk by misrepresenting W2E’s financial condition and business 

prospects; and (ii) make the Debentures’ stock conversion feature appear valuable by 

making baseless predictions about the future price of the company’s stock and its future

listing on a major exchange.

INVESTOR A

26. Gregg Lorenzo spoke to Investor A several times, including in a recorded 

telephone conversation on September 23, 2009. During that telephone conversation, Gregg 

Lorenzo knowingly or recklessly made the following materially false and/or misleading 

statements to induce Investor A to purchase the Debentures:

(a) Discussing W2E, Gregg Lorenzo falsely told Investor A that “right
7

now they have a contract. They have a contract that’s totaling $100 to $200 million, but I 

don’t know how fast they’re going to get that money, so I can’t really say what type of cash 

roll they’re going to generate.”

(b) Gregg Lorenzo made the following statements to assure

Investor A that investment in the Debentures was not as risky as the written risk disclosures 

had made it seem, and that Investor A will “get [his] money back” because W2E allegedly 

would have “$7 million” in cash to repay debenture holders regardless of its future revenue:

But I got to tell you this. If this is a private placement, and

there weren’t protective features in the transaction, and it

wasn’t somewhat of an insurance policy, I would tell you,

you’re right, don’t do it. But the fact that there is and you get 

the benefit of having a debenture and it being senior and

being in front of everything else that this company has,

accrued salary, shareholders, you name it, and it’s the only 

debt the company will have on their book, I mean, I– it’s hard 

really -- it’s hard to really put this into a very, very risky 

category despite what those documents read because at the 

end of the day, . . . this company is still going to have close to 

$7 million in the bank, and I'm talking no revenue at all.

So I understand where you're coming from, but there is 

nothing in this market, there is nothing in this industry in my 

opinion with you being a client of my firm that can do what

this deal can do for you because I'm telling you now, with our 

reputation on the line, me saying this to you, if you don't want 

to convert because you feel that the market is not there, the 

company hasn't executed, you are getting your money back.

They're going to be left with these – close to or exactly the 

amount of cash that they were given. Now again, I, I'm 

going to hold them accountable to pay this money back out 

of revenue.

* * * 

But I look at it like this. I'll be honest with you. Based on

their burn rate, and what they're going to get left with, they're 

still going to have close to $7 million in cash. If I have to 

raise a measly 8 million bucks to help them at worst case 

scenario, I'm not worried about that. These are the – this is 

the worst case scenario that I can possibly think of. I just – I 

just don't see that happening. I, you know, I, I'm sorry. And 

if they do, I am prepared as the chairman of Charles Vista to 

make sure that the investors get paid back.
8

* * *

You know, the odds of you being successful are, are highly likely.

* * * 

I also want you to know that this is a very, very strong transaction.

* * * 

I will make sure that you get paid back your money in this 

transaction. I don't believe that you will even take back your 

money. I have full confidence you will convert this note into 

stock at a dollar because the stock will be trading at a 

significant premium with liquidity because the company has 

executed their business plan.

* * * 

And you're going to have a year to watch it for yourself. I 

don't have to say anything. The proof will be in the pudding, 

and you'll be able to decide what you want to do. It's like, it's 

like being able to place a bet and making a decision if you 

want to keep that bet a year from now.

* * * 

But you are getting your money back, and you’re going to get 

your final interest payment, and you are getting your warrants 

up front, and you’ll be able to decide if you want to keep 

going. That [other] stock cannot offer you that. No public 

stock can offer you that. It’s just not out there.

(c) During the September 23, 2009 telephone call with investor A, 

Gregg Lorenzo also made the following baseless prediction regarding W2E’s alleged

future listing on NASDAQ: “I believe [W2E] will be a NASDAQ trading stock within 12 

months. I believe they will meet the listing requirements.” 

(d) On the same call, Gregg Lorenzo also made equally baseless 

statements concerning the future price of W2E’s stock, into which the Debentures could be 

converted. He told Investor A that “I have full confidence you will convert this note into 

stock at a dollar because the stock will be trading at a significant premium with liquidity 

because [W2E] has executed their business plan.” Later in the call, while trying to 

convince Investor A to invest $75,000 more than he already had decided to invest in the 

Debentures, Gregg Lorenzo stated that an additional $75,000 means “150,000 more shares 

in a company that could potentially be $5 to $10 a share within 12 months. And that’s 
9

what I’m looking at. You’re giving up on that, and I just don’t want you to do that. 

150,000 shares at $5 is almost a million dollars to you. It’s 700, it’s close to $750,000.” 

(e) Gregg Lorenzo also told Investor A on September 23, 2009 that he 

was in possession of favorable non-public information concerning W2E, stating: “I can tell 

you things that are not even public yet that I shouldn’t tell you, but it’s not going to make a 

difference. You’re going to want to see these things happen.” 

(f) Finally, Lorenzo falsely told Investor A on September 23, 2009 that 

the “debenture [was] senior and being in front of everything else that [W2E] has, accrued 

salary, shareholders, you name it, and it’s the only debt the company will have on their 

book.” 

27. Gregg Lorenzo had no reasonable basis for making the statements set forth

in paragraph 26 above because, as he knew or recklessly disregarded: 

(a) W2E never had a contract for “$100 to $200 million”; its only 

substantial contract, with Ascot, was worth less than $15 million at the outset, and as of 

September 23, 2009, when Lorenzo had the call with Investor A, W2E already had 

received all, or virtually all, payments due under that contract.

(b) W2E’s last public filing prior to September 23, 2009 — its May 28, 

2009 Form 8-K — reported, not that the company had “$7 million in the bank” as Lorenzo 

told Investor A, but that (i) as of December 31, 2008, W2E had only $28,171 in cash; and 

(ii) as of May 28, 2009, the company had only $194,369 in cash. Furthermore, W2E’s 

Form 10-Q for the period that ended June 30, 2009 (filed October 1, 2009) reported that the 

company had only $54,543 in cash and less than $700,000 in total assets; and W2E’s Form 

10-Q for the period ended September 30, 2009 (filed November 16, 2009) reported total 

assets of $905,582, total liabilities of $6,510,247, an accumulated deficit of $23,675,381, 

contracts receivable valued at zero, and unbilled amounts due on uncompleted contracts at

$499,857. 

 

(c) and (d) W2E was an extremely speculative stock — it was a start-up 

company at an early stage of development, and its financial condition was extremely 

precarious. Furthermore, on September 23, 2009 — the day that Gregg Lorenzo made his 

stock price and NASDAQ listing predictions to Investor A — W2E filed a Form 8-K 

reporting that on August 20, 2009, FINRA had notified the company that if it did not file a 

delinquent Form 10-Q by September 21, its stock could be de-listed from the OTCBB, a 

trading venue with much less demanding listing requirements than the NASDAQ. In 

addition, the POM reported that (1) the “sole member of our board of directors was a 

defendant in prior litigation arising [sic] alleging violation of the Federal Securities laws, 

which may prevent or make more difficult listing on a national exchange and/or 

NASDAQ”; and, after further describing the litigation, (2) “[t]here can be no assurance that 

[the Director’s] actions and/or involvement in the prior litigation will not negatively impact 

and/or prevent [W2E’s] ability to be listed on an exchange and/or NASDAQ, even if 

[W2E] were to meet such listing qualifications, which it will not for the foreseeable future.” 
10

(e) No “non-public information concerning W2E” existed, and none of 

W2E’s public statements after September 23, 2009 indicate that any such undisclosed

favorable information about the company existed on or around September 23, 2009.

(f) As Gregg Lorenzo knew, as of September 23, 2009, W2E had 

millions of dollars in debt on its books that was senior to the debt W2E was issuing through 

the Debentures offering. 

28. On September 25, 2009 and October 1, 2009, Investor A invested a total of 

$225,000 in the Debentures. 

INVESTOR B

29. In or about September, 2009, Gregg Lorenzo spoke to Investor B 

concerning the Debentures. During his conversations with Investor B, Lorenzo knowingly 

or recklessly falsely told investor B that he would make several times his money if he 

invested in the Debentures. 

30. After speaking to Gregg Lorenzo, Investor B invested $150,000 in the 

Debentures.

31. Even after Investor B invested $150,000 in the Debentures, Gregg Lorenzo 

continued to solicit additional money. When Investor B asked Gregg Lorenzo to send him 

more information, he received an e-mail dated October 2, 2009 that purported to 

“summarize several key points of the Waste2Energy Holdings, Inc. Debenture Offering.” 

After he received this e-mail, which contained several misrepresentations about W2 (as 

described in paragraphs 34 through 39 below), Investor B made another $200,000 

investment in the Debentures. 

 

INVESTOR C

32. In or about April and May 2010, Gregg Lorenzo made the following false or 

misleading statements to Investor C, for which there was no reasonable basis. He told 

Investor C that:

(a) If he invested in the Debentures, Investor C was guaranteed to get the

principal invested in the Debentures back plus interest after one year; and

(b) W2E would be doing very well in a year, at which point Investor C would 

have the option to convert the Debentures into W2E stock.

33. After speaking to Gregg Lorenzo, Investor C invested a total of $125,000 in 

the Debentures: $25,000 on April 1, 2010 and $100,000 on May 12, 2010.
11

F. THE FRAUDULENT E-MAILS TO INVESTORS

34. As stated in paragraphs 18-19 above, on October 1, 2009, W2E filed an

amended Form 8-K and its Form 10-Q for the period ended June 30, 2009. Those filings 

stated that W2E had written off almost all of its previously-reported assets (totaling

approximately $14 million) as of June 30, 2009, consisting primarily of $11 million in

“intangibles” and “goodwill.”

35. On October 1 and the morning of October 2, Frank Lorenzo notified 

Charles Vista’s brokers (including Gregg Lorenzo) by email of W2E’s October 1, 2009 

filings and included links in his email to the W2E filings on the SEC’s website.

36. On October 2, 2009, Frank Lorenzo’s assistant, acting on behalf of, and at 

the direction of, either Frank Lorenzo or Gregg Lorenzo, or both, sent emails to Investor B 

and another Charles Vista client with the subject-heading “W2E Debenture Deal Points.” 

The emails, designed to solicit those clients’ investments in the Debentures, purported to

“summarize several key points of the Waste2Energy Holdings, Inc. Debenture Offering,” 

and contained the following false and/or misleading statements concerning W2E: 

There are 3 layers of protection:

(I) The Company has over $10 mm in confirmed assets

(II) The Company has purchase orders and LOI’s [letters of intent] for 

over $43 mm in orders

(III) Charles Vista has agreed to raise additional monies to repay these 

Debenture holders (if necessary)

37. The first statement was false because, by October 1, 2009, W2E had written 

off nearly all of its assets, and had no “$10 mm in confirmed assets.”

38. The second statement was misleading because, as of October 1, 2009, W2E 

had only a single, non-binding, letter of intent for $43 million and negligible “purchase 

orders.”

39. The third statement was misleading because, when it was made, it was far 

from certain that W2E could sell the full $15 million in Debentures it was offering, much 

less “raise additional monies to repay [those] Debenture holders.”

40. At the time that Frank and/or Gregg Lorenzo caused Charles Vista to send 

the October 2, 2009 emails to potential W2E investors, they each knew, or recklessly 

disregarded, that the statements excerpted in paragraph 36 above were false and/or 

misleading statements about W2E. 

41. On October 5, 2009, Frank Lorenzo and Gregg Lorenzo received an email

authored by the Chief Financial Officer of W2E, Craig Brown, which expressly informed

them of the “write-off of all of [W2E’s] intangible assets . . . of about $11 million.”
12

42. On October 14, 2009, Frank Lorenzo sent two additional emails to Charles 

Vista customers that contained the very same false and misleading statements that were in 

the October 2, 2009 emails. Frank Lorenzo sent the October 14 emails to solicit 

investments in the Debentures.

43. At the time Frank Lorenzo sent the October 14 emails, he knew, or 

recklessly disregarded, that the statements contained in those emails about W2E were false 

and/or misleading. 

44. At least one of the recipients of Frank Lorenzo’s October 14, 2009 emails 

invested in the Debentures after receiving the email.

VIOLATIONS

1. As a result of the conduct described above, Gregg Lorenzo, Frank Lorenzo, 

and Charles Vista willfully violated Section 17(a) of the Securities Act, which makes it 

unlawful for any person in the offer or sale of any securities, directly or indirectly, to 

employ any device, scheme, or artifice to defraud, or to obtain money or property by means 

of any untrue statement of a material fact or any omission to state a material fact necessary 

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

made, not misleading, or to engage in any transaction, practice, or course of business which 

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

2. As a result of the conduct described above, Gregg Lorenzo, Frank Lorenzo, 

and Charles Vista willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 

thereunder, which make it unlawful for any person, directly or indirectly, to employ any 

device, scheme, or artifice to defraud, 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 to engage in any act, 

practice, or course of business which operates or would operate as a fraud or deceit upon 

any person, in connection with the purchase or sale of any security.

3. As a result of the conduct described above, Charles Vista violated Section 

15(c)(1) of the Exchange Act, which prohibits a broker or dealer from effecting any 

transaction in, or inducing or attempting to induce the purchase or sale of, any security by 

means of any manipulative, deceptive, or other fraudulent device or contrivance, defined in 

Rule 15c1-2 to include any act, practice, or course of business which operates or would 

operate as a fraud or deceit upon any person, and Rule 10b-3(a), which makes it unlawful 

for any broker or dealer, directly or indirectly, to use or employ, in connection with the 

purchase or sale of any security, any act, practice, or course of business defined by the 

Commission to be included within the term “manipulative, deceptive, or other fraudulent 

device or contrivance,” as such term is used in Section 15(c) of the Exchange Act. 
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III.

In view of the allegations made by the Division of Enforcement, the Commission 

deems it necessary and appropriate in the public interest that public administrative and 

cease-and-desist proceedings be instituted to determine:

A. Whether the allegations set forth in Section II hereof are true and, in 

connection therewith, to afford Respondents an opportunity to establish any defenses to such 

allegations; 

B. What, if any, remedial action is appropriate in the public interest against 

Respondents pursuant to Section 15(b) of the Exchange Act including, but not limited to, 

disgorgement and civil penalties pursuant to Section 8A of the Securities Act and Sections 

21B and 21C of the Exchange Act; 

C. Whether, pursuant to Section 8A of the Securities Act and Section 21C of 

the Exchange Act, Respondents Gregg Lorenzo, Frank Lorenzo and Charles Vista should be 

ordered to cease and desist from committing or causing violations of and any future 

violations of Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and 

Rule 10b-5 thereunder; whether, pursuant to Section 21C of the Exchange Act, Respondent 

Charles Vista should be ordered to cease and desist from committing or causing violations 

of and any future violations of Section 15(c) of the Securities Exchange Act and Rule 10b-3 

thereunder; whether Respondents should be ordered to pay a civil penalty pursuant to 

Section 8A(g) of the Securities Act, Section 21B(a) of the Exchange Act; and whether 

Respondents should be ordered to pay disgorgement pursuant to Section 8A(e) of the 

Securities Act, Sections 21B(e) and 21C(e) of the Exchange Act.

IV.

IT IS ORDERED that a public hearing for the purpose of taking evidence on the 

questions set forth in Section III hereof shall be convened not earlier than 30 days and not 

later than 60 days from service of this Order at a time and place to be fixed, and before an 

Administrative Law Judge to be designated by further order as provided by Rule 110 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.110.

 

IT IS FURTHER ORDERED that Respondents shall file an Answer to the 

allegations contained in this Order within twenty (20) days after service of this Order, as 

provided by Rule 220 of the Commission’s Rules of Practice, 17 C.F.R. § 201.220. 

If a Respondent fails to file the directed answer, or fails to appear at a hearing after 

being duly notified, the Respondent may be deemed in default and the proceedings may be 

determined against him or it upon consideration of this Order, the allegations of which may 

be deemed to be true as provided by Rules 155(a), 220(f), 221(f) and 310 of the 

Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f) and 

201.310.
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This Order shall be served forthwith upon Respondents personally or by certified 

mail.

IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an 

initial decision no later than 300 days from the date of service of this Order, pursuant to 

Rule 360(a)(2) of the Commission’s Rules of Practice, 17 C.F.R. § 201.360(a)(2). 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, 

except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is 

not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it 

is not deemed subject to the provisions of Section 553 delaying the effective date of any 

final Commission action.

By the Commission.

Elizabeth M. Murphy

Secretary