UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10728 / November 22, 2019

SECURITIES EXCHANGE ACT OF 1934

Release No. 87605 / November 22, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-15124

In the Matter of

DAVID F. BANDIMERE

Respondent.

ORDER MAKING FINDINGS AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933 AND 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934

I.

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

public interest to enter this Order Making Findings and Imposing Remedial Sanctions and a Ceaseand-Desist Order pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and 

Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) against David F. 

Bandimere (“Respondent”).

II.

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, which are admitted, and except as provided herein in

Section V, Respondent consents to the entry of this Order Making Findings and Imposing 

Remedial Sanctions and a Cease-and-Desist Order pursuant to Section 8A of the Securities Act and

Sections 15(b) and 21C of the Exchange Act (“Order”), as set forth below. 
2

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

1. Between 2006 and 2010, Bandimere violated certain antifraud provisions of

the Securities Act while operating as an unregistered broker in selling unregistered investments in 

IV Capital Ltd. (“IV Capital”) and Universal Consulting Resources LLC (“UCR”), two Ponzi 

schemes which the Commission brought actions against in 2011 and 2010 respectively. Bandimere 

raised at least $9.3 million from over 60 investors while acting as an unregistered broker for these 

Ponzi schemes and earned transaction-based compensation, which provided the vast majority of his 

income during that time period. He initially sold IV Capital directly to investors, but then formed 

three LLCs to facilitate bringing in investors for both IV Capital and UCR. He also encouraged the

investment of the investors’ retirement funds by setting up self-directed IRA accounts through a

third-party provider. Bandimere misled potential investors by presenting only a one-sided, positive

view of the IV Capital and UCR investments while failing to disclose numerous red flags and

potentially negative facts relating to those investments. Once Bandimere described IV Capital and

UCR to potential investors in a materially positive way, he was under a duty to make fair and

complete disclosure of these material red flags and negative facts. Bandimere also offered and sold

securities in UCR and IV Capital when no registration statement was filed or in effect for the 

transactions, and no exemption applied to the registration requirements.

Respondent

2. David F. Bandimere (“Bandimere”), age 74, is a resident of Golden, Colorado.

Bandimere has never been registered with the Commission as a broker-dealer or investment adviser 

and has never been associated with a registered broker-dealer or investment adviser, but he acted as 

an unregistered broker in selling the IV Capital and UCR investments.

Other Relevant Entities and Individuals

3. Universal Consulting Resources LLC (“UCR”) was a New Mexico limited liability

company. Its principal place of business was Richard Dalton’s home in Golden, Colorado. UCR

purported to engage in international note and diamond trading. UCR never registered with the

Commission. The Commission brought a federal court action against UCR and Richard Dalton on

November 16, 2010, alleging that UCR was operating a Ponzi scheme. The Commission obtained a 

default judgment against UCR and Dalton on December 1, 2011.

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 
3

4. IV Capital, Ltd. (“IV Capital”) was a Nevis corporation owned and managed by

Larry Michael Parrish. IV Capital purported to be a proprietary trading company with traders in the 

U.S. and U.K. IV Capital has never registered with the Commission. The Commission brought a 

federal court action against Parrish on March 7, 2011, alleging that IV Capital was a Ponzi scheme. 

The Commission obtained a default judgment against Parrish on September 25, 2012.

5. Richard Dalton (“Dalton”), age 65, was a resident of Golden, Colorado. Dalton was

the Director of Finance, general manager, and only employee of UCR. Dalton never registered with 

the Commission as a broker or investment adviser and was not associated with a registered brokerdealer or investment adviser. The Commission brought a federal court action against Dalton on 

November 16, 2010, and received a default judgment against him on December 7, 2011. Dalton was 

also criminally charged and, in June 2013, sentenced to 120 months in prison and ordered to pay 

restitution in connection with his UCR Ponzi scheme.

6. Larry Michael Parrish (“Parrish”), age 47, was a resident of Walkersville, Maryland. 

Parrish was the President and sole Director of IV Capital, Ltd. The Commission brought an action 

against Parrish in connection with his IV Capital Ponzi scheme on March 7, 2011, and the Court 

granted the Commission’s motion for default judgment on September 25, 2012. Parrish was also 

criminally charged and, in January 2014, sentenced to 108 months in prison and ordered to pay 

restitution in connection with his IV Capital Ponzi scheme. Previously, in April 2005, the 

Commission alleged that Parrish and others engaged in another fraudulent scheme, which raised 

$8.2 million from investors. In May 2005, Parrish consented to a preliminary injunction and an asset 

freeze, under which he returned $7.5 million to investors. In May 2007, Parrish consented to a 

permanent injunction and administrative order barring him from associating with any broker or 

dealer with the right to reapply after at least five years.

7. Exito Capital LLC (“Exito”) was a Colorado LLC formed on June 27, 2007, with a

business address in Greenwood Village, Colorado. Bandimere used Exito to collect investor funds 

to invest in UCR and IV Capital. Exito has never registered with the Commission.

8. Victoria Investors LLC (“Victoria”) was a Colorado LLC formed on April 3, 2007

with a business address in Golden, Colorado. Bandimere used Victoria to collect investor funds to 

invest in UCR and IV Capital. Victoria has never registered with the Commission.

9. Ministry Minded Investors LLC (“MMI”) was a Colorado LLC formed on

September 18, 2008 with a business address in Golden, Colorado. Bandimere used MMI to collect 

investor funds to invest in UCR and IV Capital. MMI has never registered with the Commission.

Background on UCR and IV Capital Ponzi Schemes

10. Between November 2005 and October 2009, Parrish raised $9.2 million for IV

Capital from at least 70 investors across the country. Parrish promised to earn a monthly minimum

return of 5%, with half being paid to the investor and IV Capital retaining the other half. Parrish

represented that investor funds would be safely escrowed while the trades in commodities, stocks,
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and options were made with funds from a line of credit secured by those investor funds. Parrish

claimed that he and several partners, all of whom were successful traders, owned and operated IV

Capital as an offshore company. In reality, Parrish invested only a fraction of investor funds and

misappropriated investor money for his own personal use. In addition to soliciting investors directly, 

Parrish also established a sales force by offering commissions to individuals who brought in new 

investors. One of the original IV Capital sales agents, Dalton, left to operate a separate Ponzi 

scheme through his company UCR. Parrish paid brokers, including Bandimere, for bringing in new 

investors.

11. The Commission obtained a default judgment against Parrish on September 25,

2012. SEC v. Larry Michael Parrish, Civil Action No. 11-cv-00558-WJM-MJW (D. Colo.). Parrish 

was ordered to pay disgorgement of $4,139,858, plus prejudgment interest of $847,919 and a 

penalty of $4,987,777. Among other violations, the Court found that Parrish had violated Section 

5(a) and 5(c) of the Securities Act by offering unregistered securities in IV Capital. Specifically, the 

Court found that there was no registration statement in effect for IV Capital and that no exemption 

applied to the registration requirements for the IV Capital securities.

12. From at least March 2007 through June 2010, Dalton, through his company UCR,

raised approximately $12 million from at least 129 investors in 13 states. Dalton conducted two

offerings, which were referred to as the “Trading Program” and the “Diamond Program.” The

Trading Program began around March 2007 when Dalton solicited investors to place their money

with UCR in order to fund a purported overseas bank note trading program. Dalton told investors

that their funds were held in an escrow account at a bank in the United States and that a European

Trader would use the value of that account, but not the actual funds, to obtain leveraged funds to

purchase and sell bank notes. According to Dalton, the trading was profitable enough that he was

able to guarantee returns of at least 48 percent per year to investors. Dalton offered the Diamond

Program beginning in 2008 when he told investors that UCR facilitated the funding of diamond

transactions in Africa. Similar to the Trading Program, investor funds were to be held in an escrow

account at a bank in the United States and a diamond trader would use the value of that account,

but not the actual funds, to obtain leveraged funds to purchase and sell diamonds. Dalton told

investors that UCR would participate in one transaction per month with a minimum return of 10

percent per month. In reality, Dalton invested only a fraction of investor funds and misappropriated 

investor money for his own personal use, while using new investor funds to make monthly earnings 

payments to existing investors. Dalton paid brokers, including Bandimere, for bringing in new 

investors.

13. The Commission obtained a default judgment against Dalton, UCR, and Dalton’s 

wife on December 1, 2011. SEC v. Universal Consulting Resources and Richard Dalton, 10-cv2794- REB-KLM (D. Colo). Dalton was ordered to pay $7,549,458 in disgorgement, prejudgment

interest of $744,032, and a penalty of $7,549,458. Among other violations, the Court found that

Dalton had violated Section 5 of the Securities Act by offering unregistered securities in the UCR

Trading Program and UCR Diamond Program. Specifically, the Court found that there was no

registration statement in effect for these UCR securities and that no exemption applied to the

registration requirements for these UCR securities.
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Background on Bandimere

14. Bandimere first learned of Parrish and IV Capital in 2005 from his friend Dalton.

Dalton assisted in arranging a meeting in which Parrish came to Denver and met with Bandimere,

and explained the IV Capital investment to him. In November 2005, Bandimere invested $100,000

with IV Capital, and in 2006 he invested another $100,000. Bandimere invested a substantial 

amount of additional funds in IV Capital between 2006 and 2009.

15. Based on encouraging statements made by Bandimere, several family members and

friends also decided to invest in IV Capital during 2006. Bandimere pooled the funds from his

family and friends, totaling approximately $400,000, and invested it with IV Capital under his

name. IV Capital paid the monthly returns of 2.5% to Bandimere, who would then make payments

to the individual investors who invested through him.

16. Parrish agreed to compensate Bandimere for bringing in these investors and for

handling the distribution of monthly returns. The compensation was directly tied to the amount of

funds from investors and set at 10 percent of the monthly returns to investors (i.e., assuming

$400,000 was invested under Bandimere’s name, IV Capital promised to pay 2.5%, or $10,000 per

month, to investors, which resulted in a $1,000 commission per month paid to Bandimere by IV

Capital).

17. Around the end of 2006, Bandimere realized that there was significant interest in the

IV Capital investment and that he could sell the IV Capital investment to many more investors. In

the beginning of 2007, he formed two LLCs, Exito and Victoria, in order to facilitate the handling

of investor funds he expected to bring for IV Capital. Bandimere was the sole manager of Victoria, 

and was the co-manager of Exito with the attorney who drafted the LLC agreements. From that 

point, instead of Bandimere pooling investor funds in his account under his personal name for 

investment in IV Capital, he collected investor capital to make investments with IV Capital under 

the name of each LLC. Bandimere maintained the existing compensation agreement with Parrish 

(10 percent of returns paid by IV Capital) with commission payments now being made to each of 

the LLCs. These initial investors in Exito and Victoria generally understood that the LLCs had been 

created as a vehicle to make investments in IV Capital.

18. Bandimere often found people to invest in IV Capital (and later UCR) by

mentioning his investing success at various church, religious, and social club activities or events, or

general gatherings with friends. Once he sparked a potential new investor’s interest in his recent

investing success, he would explain the IV Capital investment to them and explain how they could

invest through him in the program. In addition, on at least one occasion, Bandimere invited a

group of potential investors to his home to attend a presentation by Parrish about IV Capital.

Bandimere also relied on referrals from other friends and family to build his investor base.

19. In 2008, Bandimere began selling UCR’s Trading Program to investors, offering it

as another investment option with the LLCs. Bandimere explained the program, and told investors

that the investment manager had been a longtime personal friend (he often did not specifically tell
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investors Dalton’s name, telling investors that the manager of the program wanted his name to be

kept confidential). Bandimere told investors that they would earn a guaranteed annual return of 48

percent. Bandimere and Dalton agreed that UCR would pay Bandimere an additional 24 percent

annual commission on all investor funds paid at 2% per month (i.e., if a Bandimere investor

invested $100,000, Bandimere would earn a $24,000 commission per year paid at a rate of $2000

per month). Bandimere invested a substantial amount of his personal funds in the UCR Trading 

Program.

20. The investment return of Bandimere’s investors depended entirely on which

investment program they had selected, IV Capital or the UCR Trading Program. This arrangement

-- allowing investors to specifically allocate their investment capital to particular investment

programs -- was contrary to the written terms of each LLC’s operating agreement, which provided

for a pro-rata sharing of all investment income and losses of all the investments made by each

LLC. Bandimere’s handling of returns, while inconsistent with the written agreements, was

consistent with the verbal representations Bandimere made to investors about how returns would

be handled and thus was consistent with investors’ understanding that they were investing in IV

Capital and UCR rather than the LLC. Bandimere also did not follow the LLC agreements with

regard to his compensation, which provided that he was entitled as manager to the excess of funds

earned by the LLC beyond the annual targeted returns stated in the operating agreements (which

were generally between 24%-30% per year). Instead, as noted above, Bandimere had separate

compensation agreements with Parrish and Dalton, tied directly to the amount his investors placed

in IV Capital and UCR. Overall, therefore, the LLCs were simply a mechanism created by

Bandimere to facilitate his sales of IV Capital and UCR directly to investors.

21. In 2008, Bandimere also began assisting investors in setting up self-directed IRAs

through an outside company, which allowed investors to access their retirement accounts for

investment with the LLCs.

22. In 2008, Bandimere also formed a third LLC, MMI, which he marketed to potential

UCR and IV Capital investors as the LLC for those interested in investing for religious or

charitable purposes.

23. Beginning in 2009, Bandimere offered the UCR Diamond Program as another

investment option with his LLCs for investors, promising returns of potentially 10% per month.

Similar to the Trading Program, Bandimere would receive a commission of 2% per month on the

LLCs’ capital invested in the Diamond Program. Bandimere invested a substantial amount of his

personal funds in the Diamond Program.

24. In total, Bandimere had at least 60 investors invest approximately $800,000 in the

UCR Diamond Program, $2.7 million in the UCR Trading Program, and $5.7 million in IV Capital. 

Bandimere therefore raised approximately 62% of the total raised by Parrish ($5.7 million out of 

$9.2 million) and 29% of the total raised by Dalton ($3.5 million out of $12 million). Investors in 

Bandimere’s LLCs ultimately lost all of the money they had invested in the UCR and IV Capital 
7

programs, other than what was paid to them as purported returns or returns of capital, when those 

Ponzi schemes collapsed.

Bandimere Acted as an Unregistered Broker

25. Bandimere was involved throughout the entire investment process with investors.

He met with potential investors, explained the investment programs, answered questions, set up the

LLCs to facilitate administration of the investments, had them sign the relevant documents,

accepted investor deposits, worked with the self-directed IRA provider, determined the monthly

returns due for the IV Capital and UCR investments and provided that information to Dalton and

Parrish, created and maintained individual account records for each investor, handled return

payments to investors, and handled internal accounting and tax returns for the LLCs.

26. Bandimere’s investors rarely if ever met or spoke with Dalton, and many never met

or spoke with Parrish. Most of the investors relied upon Bandimere for all of their information

about these investments. Bandimere also provided investment advice to certain investors by stating 

that the investments were low risk and very good investments.

27. Bandimere was neither registered as a broker nor associated with a registered

broker-dealer at the time of the sales.

28. Bandimere raised approximately $9.3 million from at least 60 different investors

(including himself) and received transaction-based compensation, which represented the majority of 

his income between 2007 and 2010.

Bandimere Misled Investors and Ignored Red Flags of Fraud

29. When describing IV Capital and UCR to potential investors, Bandimere presented a

one-sided view and highlighted only positive material characteristics: a) the consistent rates of

return, b) the established track record of performance, c) the experienced and successful traders, d)

his personal dealings with Dalton and Parrish which gave him confidence in their abilities, and e)

with regard to Dalton, his long-standing personal relationship.

30. Yet, Bandimere knew about numerous material red flags and negative facts

associated with IV Capital and UCR that he never disclosed to investors. For example, Bandimere 

knew and failed to disclose that IV Capital and UCR paid him large commissions tied to the amount 

of funds Bandimere brought in for investment; that Parrish had previously had issues with the 

Securities and Exchange Commission in 2005; and that Dalton had no experience with managing a 

large, successful investment program, had been involved in multiple failed investment schemes, and 

had financial problems as a result of his unsuccessful investments. These negative facts

together suggested a far different picture than the generally rosy view presented by Bandimere,

and, at a minimum, would have demonstrated to investors that IV Capital and UCR had very

significant risks. Once Bandimere described IV Capital and UCR to potential investors in a
8

materially positive way, he was under a duty to make materially fair and complete disclosure rather

than presenting only a one-sided and unbalanced view of the investment. 

31. These numerous material red flags and negative facts should have alerted Bandimere 

to the fact that IV Capital and UCR might be frauds. These facts would have been important to 

investors in determining whether to invest, as these facts would have seriously called into question 

the legitimacy and quality of IV Capital and UCR. Bandimere ignored these indications of fraud. 

Bandimere continued to recruit new investors to these schemes without disclosing these facts to 

current or new investors, which was a highly misleading sales approach. Bandimere failed to 

disclose these indications of fraud tohis investors while baselessly assuring investors that the 

investments were “low risk” and “very good investments.”

Bandimere Offered and Sold Unregistered Securities

32. Bandimere offered and sold securities in the UCR Trading Program, the UCR

Diamond Program, and IV Capital when no registration statement was filed or in effect for the 

transactions, and no exemption applied to the registration requirements. Bandimere was a 

necessary and substantial participant in the offers and sales of the UCR Trading Program, the UCR

Diamond Program, and IV Capital.

Violations

33. As a result of the conduct described above, Respondent willfully2 violated Sections

17(a)(2) and (3) of the Securities Act, which prohibit fraudulent conduct in the offer or sale of 

securities, Section 15 of the Exchange Act, which prohibits a broker from effecting transactions in, 

or inducing or attempting to induce the purchase or sale of, securities unless the broker is registered 

with the Commision or associated with a registered entity, and Section 5 of the Securities Act, 

which prohibits offering or selling securities when no registration statement was filed or in effect 

for the transactions.

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, pursuant to Section 8A of the Securities Act and Sections 15(b) and 21C of 

the Exchange Act, it is hereby ORDERED that:

 

2

“Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act, “‘means 

no more than that the person charged with the duty knows what he is doing.’” Wonsover v. SEC, 

205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 

1949)). There is no requirement that the actor “also be aware that he is violating one of the 

Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).
9

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Sections 17(a)(2) and (3) of the Securities Act, Section 15 of the Exchange Act, 

and Section 5 of the Securities Act.

B. Respondent be, and hereby is, barred from association with any broker or dealer.

C. 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, compliance with the Commission’s order 

and payment of any or all of the following: (a) any disgorgement or civil penalties ordered by a 

Court against the Respondent in any action brought by the Commission; (b) any disgorgement 

amounts ordered against the Respondent for which the Commission waived payment; (c) any 

arbitration award related to the conduct that served as the basis for the Commission order; (d) 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 (e) any restitution order by a self-regulatory 

organization, whether or not related to the conduct that served as the basis for the Commission 

order.

D. Respondent shall pay disgorgement of $370,000.00 and civil penalties of 

$130,000.00 to the Securities and Exchange Commission. Payment shall be made in the following 

installments: $100,000.00 shall be due within 30 days of the entry of this Order; and $400,000.00 

shall be due within 180 days of the entry of this Order. Payments shall be applied first to post order 

interest, which accrues pursuant to SEC Rule of Practice 600 and/or pursuant to 31 U.S.C. § 3717.

Prior to making the final payment set forth herein, Respondent shall contact the staff of the 

Commission for the amount due. If Respondent 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 Order, including post-order 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 Commission.

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center
10

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

David Bandimere as a Respondent in these proceedings, and the file number of these proceedings; 

a copy of the cover letter and check or money order must be sent to Jason Burt, Division of 

Enforcement, Securities and Exchange Commission, 1961 Stout Street, Suite 1700, Denver, CO 

80294. 

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is created 

for the disgorgement AND penalties referenced in paragraph IV.D above. Amounts ordered to be 

paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the 

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

civil penalty, Respondent agrees that in any Related Investor Action, he shall not argue that he is 

entitled to, nor shall he benefit by, offset or reduction of any award of compensatory damages by 

the amount of any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). 

If the court in any Related Investor Action grants such a Penalty Offset, Respondent agrees that he 

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 Securities and 

Exchange Commission. 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 proceeding. For purposes 

of this paragraph, a “Related Investor Action” means a private damages action brought against 

Respondent by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Order instituted by the Commission in this proceeding.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent 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).

By the Commission.

Vanessa A. Countryman

Secretary