UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 

SECURITIES AND EXCHANGE COMMISSION, 

 

 Plaintiff, 

 

v. 

 

SHANNON WESTHEAD, 

ALEC VAGNOZZI, 

PISCES INCOME FUND, LLC, 

PISCES INCOME FUND PARALLEL, LLC, 

ALBERT VAGNOZZI, 

CAPRICORN INCOME FUND I, LLC, 

CAPRICORN INCOME FUND PARALLEL, LLC, 

MICHAEL TIERNEY, 

MERCHANT SERVICES INCOME FUND, LLC, 

And MERCHANT SERVICES 

INCOME FUND PARALLEL, LLC, 

 Defendants. 

_______________________________________________ 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges: 

I. INTRODUCTION 

1. This case concerns the unregistered Complete Business Solutions Group (“CBSG”) 

securities offering, which raised more than $500 million from investors nationwide through a 

network of so-called “Agent Fund Managers” who operated their own securities offerings in an 

orchestrated effort to funnel investor money to CBSG in exchange for CBSG promissory notes. 

2. Defendants Shannon Westhead (“Westhead”), Alec Vagnozzi, Albert Vagnozzi, 

and Michael Tierney (“Tierney”) were Agent Fund Managers until July 2020, when the SEC filed 

an enforcement action against CBSG and others for violating the registration and anti-fraud 

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provisions of the federal securities laws, resulting in a Temporary Restraining Order and the 

appointment of a Receiver over CBSG. 

3. Specifically, from no later than September 2019 through at least March 2020, 

Defendants Westhead and Alec Vagnozzi operated the Agent Fund Pisces Income Fund, LLC 

(“Pisces”), which they formed for the purpose of raising investor money for the unregistered CBSG 

offering. Through Pisces, Westhead and Alec Vagnozzi raised more than $15 million for CBSG 

through the offer and sale of Pisces promissory notes to at least 80 investors, and then funneled 

the investors’ money to CBSG for the purchase of CBSG promissory notes issued to Pisces. 

4. Similarly, from no later than May 2018 through at least March 2020, Defendant 

Albert Vagnozzi operated the Agent Fund Capricorn Income Fund I, LLC (“Capricorn”), which 

Albert Vagnozzi formed for the purpose of raising investor funds for the unregistered CBSG 

offering. Through Capricorn, Albert Vagnozzi raised more than $18 million from at least 110 

investors and then funneled the investors’ money to CBSG for the purchase of CBSG promissory 

notes issued to Capricorn. 

5. Likewise, from no later than January 2019 through at least March 2020, Defendant 

Tierney Tierney operated Merchant Services Income Fund, LLC (“MSI”), which Tierney formed 

for the purpose of raising investor funds for the unregistered CBSG offering. Through MSI, 

Tierney raised more than $32 million from at least 70 investors and then funneled the investors’ 

money to CBSG for the purchase of CBSG promissory notes issued to MSI. 

6. In exchange for raising investor money in the unregistered CBSG offering, CBSG 

compensated the Defendants by paying them transaction-based compensation based on a 

percentage of every dollar the Defendants funneled to CBSG for the purchase of CBSG notes. 

7. To lure investors, Defendants made a series of misrepresentations and omissions to 

investors, including touting CBSG’s success while omitting to disclose the criminal record of 

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CBSG’s principal, Joseph LaForte, who had two felony convictions, and failing to disclose 

regulatory actions against CBSG by Pennsylvania, Texas, and New Jersey state securities 

regulators. 

8. In April 2020, Westhead, Alec Vagnozzi, Albert Vagnozzi, and Tierney formed 

new Agent Funds. Specifically, Westhead and Alec Vagnozzi formed Defendant Pisces Income 

Fund Parallel, LLC (“Pisces Parallel”), Albert Vagnozzi formed Defendant Capricorn Income 

Fund Parallel (“Capricorn Parallel”), and Tierney formed Defendant Merchant Services Income 

Fund Parallel, LLC (“MSI Parallel”) (collectively, the “Parallel Agent Funds”). 

9. In March 2020, Westhead, Alec Vagnozzi, Albert Vagnozzi, and Tierney notified 

investors that because of the Covid-19 pandemic, CBSG would default on the notes CBSG had 

issued to the Agent Funds. Westhead, Alec Vagnozzi, Albert Vagnozzi, and Tierney offered their 

existing investors promissory notes issued by the Parallel Agent Funds, which would replace the 

promissory notes Pisces, Capricorn, and MSI had issued to investors. Under the Parallel Agent 

Funds’ notes, investors received lower investment returns. Nearly all investors participated in the 

Parallel Agent Fund offerings. 

10. As a result of the conduct alleged in the Complaint, all Defendants violated Sections 

5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c)]; and 

Defendants Westhead, Alec Vagnozzi, Albert Vagnozzi, and Tierney also violated Section 17(a) 

of the Securities Act [15 U.S.C. §77q(a)], Section 10(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240 10b-5], 

and Section 15(a) of the Exchange Act [15 USC § 78q(a)].

 

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II. DEFENDANTS AND RELEVANT ENTITY 

A. Defendants 

11. Westhead, age 29, is a resident of Medford, New Jersey. From no later than July 

2017 until June 2020, Westhead was an executive assistant at A Better Financial Plan and, from 

September 2019 until at least March 2020, Westhead co-owned and co-managed Pisces with Alec 

Vagnozzi. Westhead has never been registered with the Commission in any capacity. 

12. Alec Vagnozzi, age 27, resides in Collegeville, Pennsylvania. From September 

2019 until at least March 2020, he co-owned and co-managed Pisces with Westhead. Alec 

Vagnozzi held a series 65 license that expired in November 2021. 

13. Pisces is a Delaware Limited Liability Company formed in September 2019 and 

located in King of Prussia, Pennsylvania. Westhead and Alec Vagnozzi co-owned and comanaged Pisces at all times. Westhead and Alec Vagnozzi formed Pisces for the purpose of raising 

funds from investors for the purchase of CBSG notes in the unregistered CBSG offering. Pisces 

has never been registered with the Commission in any capacity. 

14. Pisces Parallel is a Delaware Limited Liability Company formed in May 2020 and 

located in Collegeville, Pennsylvania. Westhead and Alec Vagnozzi owned and managed Pisces 

Parallel. Westhead and Alec Vagnozzi formed Pisces Parallel for the purpose of offering Pisces 

investors promissory notes in Pisces Parallel and obtaining new CBSG notes in the unregistered 

CBSG offering. In April 2020, Pisces Parallel offered exchange notes to the Pisces investors, 

offering a lower interest rate and longer maturity period. Pisces Parallel has never been registered 

with the Commission in any capacity. 

15. Albert Vagnozzi, age 56, resides in Collegeville, Pennsylvania. From May 2018 

through present, Albert Vagnozzi has co-owned and managed Capricorn. Albert Vagnozzi holds 

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Series 7 and 66 licenses and was associated with two Commission-registered broker-dealers from 

June 2013 to October 2014. He is currently associated with investment advisory firm. 

16. Capricorn is a Delaware Limited Liability Company formed in May 2018 and 

located in Media, Pennsylvania. Albert Vagnozzi co-owned and co-managed Capricorn, and 

formed Capricorn for the purpose of raising funds from investors for the purchase of CBSG notes 

in the unregistered CBSG offering. Capricorn has never been registered with the Commission in 

any capacity. 

17. Capricorn Parallel is a Delaware Limited Liability Company formed in May 2020 

and located in Media, Pennsylvania. Albert Vagnozzi co-owned and co-managed Capricorn 

Parallel. Albert Vagnozzi formed Pisces Parallel for the purpose of offering Capricorn investors 

promissory notes in Capricorn Parallel and obtaining new CBSG notes in the unregistered CBSG 

offering. Capricorn Parallel has never been registered with the Commission in any capacity. 

18. Tierney, age 40 resides in Southampton, Pennsylvania. From 2019 through 

present, he has managed MSI. Tierney held Series 7, 63, and 65 licenses that are no longer active, 

and was associated with a Commission-registered broker-dealer from December 2013 to October 

2016. Tierney has not been registered in any capacity with the Commission since at least 

November 2016 

19. MSI fund is a Delaware Limited Liability Company formed in June 2018 and 

located in King of Prussia, Pennsylvania. Tierney owned and managed MSI. Tierney formed MSI 

for the purpose of raising funds from investors for the purchase of CBSG notes in the unregistered 

CBSG offering. MSI has never been registered with the Commission in any capacity. 

20. MSI Parallel is a Delaware Limited Liability Company formed in May 2020 and 

located in Richboro, Pennsylvania. Tierney owned and managed MSI Parallel. Tierney formed 

MSI Parallel for the purpose of offering MSI investors promissory notes in MSI Parallel and 

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obtaining new CBSG notes in the unregistered CBSG offering. MSI Parallel has never been 

registered with the Commission in any capacity.

B. Relevant Entity 

21. CBSG is a Delaware company formed in October 2011 that was in the business of 

making short-term loans, or what CBSG called “merchant cash advances,” to small businesses. 

CBSG was headquartered in Palm Beach Gardens, Florida beginning no later than 2017. On July 

31, 2020, the Commission filed an enforcement action against CBSG for violating the registration 

and anti-fraud provisions of the federal securities laws, resulting in a Temporary Restraining Order 

and the appointment of a Receiver. SEC v. Complete Business Solutions Group, et al., No. 9:20-

cv-81205 (S.D. Fla. 2020) (the “CBSG Action”). CBSG remains in a Receivership.

22. In 2018, the Commonwealth of Pennsylvania, acting through the Department of 

Banking and Securities, Bureau of Securities Compliance and Examinations (''Bureau"), 

conducted an investigation of certain securities-related activities of Par Funding. Based on the 

results of its investigation, the Bureau concluded that Par Funding violated the Pennsylvania 

Securities Act of 1972, 70 P .S. § 1-301. On November 28, 2018, Par Funding consented to entry 

of an Order by the Pennsylvania Department of Banking and Securities imposing a $499,000 

administrative assessment for violations of the Pennsylvania Securities Act through the use of an 

unregistered agent to offer and sell Par Funding promissory notes in Pennsylvania. Pennsylvania 

Dep’t of Banking and Securities v. Complete Business Solutions Group, Inc. d/b/a Par Funding

(18-0098-SEC-CAO) (the “Pennsylvania Regulatory Action”).

23. On December 27, 2018, the New Jersey Bureau of Securities issued a Cease and 

Desist Order against CBSG, based on CBSG’s sale of unregistered securities in New Jersey and 

use of unregistered agents, in violation of the New Jersey securities laws. In re the Matter of 

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Complete Business Solutions Group, Inc. and Complete Business Solutions Group, Inc. d/b/a Par 

Funding (the “New Jersey Regulatory Action”). 

24. In February 2020, the Texas State Securities Board issued an Emergency Cease and 

Desist Order against CBSG and others, alleging fraud and registration violations. In the Matter of 

Senior Asset Protection, Inc. dba Encore Financial Solutions, Merchant Growth & Income 

Funding, LLC, ABetterFinancialPlan.com, LLC aka ABetterFinancialPlan, Complete Business 

Solutions Group, Inc. dba Par Funding, Gary Neal Beasley and Perry Abbonizio (ENF-CDO-20-

1798) (the “Texas Regulatory Action”). The Texas Regulatory Action alleged that all of the 

respondents engaged in fraud based on their failure to disclose to investors the Pennsylvania and 

New Jersey Orders against CBSG and court actions filed against CBSG based on its lending 

practices. 

25. In May 2023, an indictment in the Eastern District of Pennsylvania was unsealed 

against CBSG and its principals 26. Joseph LaForte, a/k/a Joe Mack, a/k/a Joe Macki, a/k/a Joe 

McElhone (“LaForte”), Lisa McElhone, Jose Cole Barleta, and James LaForte, charging CBSG 

and its principals with participating in a conspiracy to commit wire fraud and securities fraud in 

connection with funds that were raised from investors in CBSG and its affiliates (the “2023 

Criminal Case”). The 2023 Criminal Case remains pending.

26. LaForteis currently incarcerated in Philadelphia, Pennsylvania. LaForte cofounded CBSG with his spouse, Lisa McElhone, and used the aliases Joe Mack, Joe Macki, and 

Joe McElhone to conceal his prior criminal convictions. Throughout the operation of CBSG, 

LaForte claimed to be the owner of CBSG and ran the day-to-day operations. LaForte acted as the 

de facto CEO of CBSG and was introduced to some investors as CBSG’s President. Throughout 

the existence of CBSG, until July 2020, La Forte also served as Par Funding’s Director of Sales 

through his employment with Recruiting and Marketing Resources. 

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27. On October 4, 2006, LaForte was convicted of state charges in New York for grand 

larceny and money laundering, and on November 8, 2007 he was sentenced to three to ten years 

in prison and to pay restitution in the amount of $14.1 million. 

28. In 2009, LaForte pled guilty to federal criminal charges in the District of New 

Jersey for conspiracy to operate an illegal gambling business. He was released from jail in February 

2011 and founded Par Funding with his wife, Lisa McElhone, shortly thereafter while on 

supervised release. 

29. On August 2020, La Forte was charged in the Eastern District of Pennsylvania with 

possession of a firearm and ammunition by a convicted felon. This case remains pending.

30. In the May 2023 Criminal Case, La Forte is charged with conspiracy to commit 

wire fraud and securities fraud in connection with CBSG, including concealing La Forte’s true role 

as the person operating CBSG and his significant criminal history from investors, and conspiring 

to participate in the extortionate collection of credit, defrauding the Commonwealth of 

Pennsylvania out of approximately $1.2 million of state taxes, committing perjury during 

depositions in federal lawsuits against CBSG, and engaging in obstruction of justice, witness 

tampering, and retaliation in connection with the February 2023 physical assault of counsel for 

CBSG’s Receiver. This case is pending trial.

III. JURISDICTION AND VENUE 

31. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; and Sections 21(d), 21(e), 

and Section 27 of the Exchange Act[15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. This Court has 

personal jurisdiction over the Defendants, and venue is proper in the Southern District of Florida, 

because the Defendants engaged in acts and transactions in the Southern District of Florida that 

constitute violations of the Securities Act and the Exchange Act. The Defendants participated in 

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the unregistered CBSG securities offering, and CBSG’s sole office was located in in the Southern 

District of Florida. The Defendants funneled investor money to CBSG’s bank accounts maintained 

by banks located in in the Southern District of Florida for the purchase of CBSG notes in the 

unregistered CBSG offering. Further, Albert Vagnozzi, Capricorn, Capricorn Parallel, Tierney, 

MSI, and MSI Parallel offered promissory notes to investors located in in the Southern District of 

Florida. 

32. In connection with the conduct alleged in this Complaint, the Defendants, directly 

and indirectly, singly or in concert with others, have made use of the means or instrumentalities of 

interstate commerce, the means or instruments of transportation and communication in interstate 

commerce, and the mails.

IV. THE DEFENDANTS’ VIOLATIVE CONDUCT 

A. The Unregistered CBSG Securities Offering 

33. From no later than August 1, 2012 until July 2020, CBSG was in the business of 

funding short-term loans to small-sized businesses, which CBSG refers to as “merchant cash 

advances” (“Loans” or “MCAs”). 

34. During that same time period, CBSG offered and sold securities in the form of 

promissory notes through an unregistered securities offering for which no registrations exemption 

applied. 

35. From no later than August 1, 2012 until July 7, 2020, CBSG raised in excess of 

$500 million from investors located nationwide through the offer and sale of promissory notes. 

36. To solicit and raise money from investors, CBSG utilized a network of individuals 

and investment funds located nationwide. 

37. Throughout the duration of its offering, CBSG engaged in the general solicitation 

of investors. 

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38. In 2018, the Commonwealth of Pennsylvania, acting through the Department of 

Banking and Securities, Bureau of Securities Compliance and Examinations (“Bureau”), 

conducted an investigation of certain securities-related activities of CBSG. 

39. After investigation, the Bureau concluded that CBSG violated the Pennsylvania 

Securities Act of 1972, 70 P.S. § 1-301 (“Pennsylvania Securities Act”). 

40. On November 28, 2018, CBSG consented to entry of an Order by the Pennsylvania 

Department of Banking and Securities in the Pennsylvania Regulatory Action. 

41. The Order imposed a $499,000 administrative assessment for violations of the 

Pennsylvania Securities Act through the use of an unregistered agent to offer and sell CBSG 

promissory notes in Pennsylvania. 

42. In the Consent Order, executed by Joseph Cole Barleta on behalf of CBSG, CBSG 

agreed that it would sell CBSG notes only to investors who were accredited and that as of February 

2018, CBSG would no longer pay any compensation to any person in connection with CBSG’s 

sale of its promissory notes. 

43. To conceal its practice of compensating agents in connection with the offer and sale 

of CBSG promissory notes, CBSG began having it sales agents create their own funds (“Agent 

Funds”) to raise money for the unregistered CBSG offering. 

44. From no later than January 2019 through at least March 2020, CBSG raised new 

investor money for the purchase of CBSG promissory notes in the unregistered CBSG offering, 

by utilizing more than 35 Agent Funds located nationwide. 

45. Through this orchestrated effort, the Agent Funds, including Pisces, Capricorn, and 

MSI, issued their own promissory notes to investors and then pooled and funneled the investor 

money to CBSG twice per month in exchange for promissory notes issued by CBSG to the Agent 

Fund that had funneled the investor money to CBSG. 

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46. CBSG compensated the Agent Funds (including Pisces, Capricorn, and MSI) and 

their managers (including Westhead, Alec Vagnozzi, Albert Vagnozzi, and Tierney) by issuing 

notes to the Agent Funds that provided higher interest returns than the notes the Agent Fund notes 

provided to investors. 

47. The “spread” between the CBSG interest rate paid to the Agent Funds and the 

interest rate the Agent Funds then passed down to their investors was the compensation CBSG 

paid to the Agent Funds and their Managers in exchange for raising investor money in the 

unregistered CBSG offering. 

48. The Agent Funds, including Pisces, Capricorn, MSI, Pisces Parallel, Capricorn 

Parallel, and MSI Parallel, were to use the balance of the funds received from CBSG to pay the 

individual investors their investment returns under the Pisces, Capricorn, MSI, Pisces Parallel, 

Capricorn Parallel, and MSI Parallel notes. 

49. No registration statement was filed with the Commission or was in effect at the 

time of the CBSG offering and no exemptions from registration were applicable to the CBSG 

offering. 

B. Albert Vagnozi and Capricorn’s Fraudulent Conduct and 

Participation in the Unregistered CBSG Offering 

50. In May 2018, Albert Vagnozzi formed Capricorn for the purpose of raising investor 

funds for CBSG through the offer and sale of Capricorn promissory notes, and then funneling the 

investor funds to CBSG in exchange for CBSG promissory notes issued to Capricorn. 

51. From no later than May 2018 until at least March 2020, Albert Vagnozzi offered 

and sold the Capricorn promissory notes, which were securities. 

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52. The Capricorn promissory notes provided for a 12% or 14% return to investors 

depending on the amounts invested and the rate negotiated by Albert Vagnozzi, with the return of 

principal returned to investors at the conclusion of 12 months. 

53. Albert Vagnozzi executed the Capricorn promissory notes on behalf of Capricorn. 

54. From no later than May 2018 through approximately April 2020, Albert Vagnozzi 

solicited investors through telephone calls, emails, and/or in-person meetings so that Capricorn 

could continue raising money to funnel to CBSG by participation in CBSG’s unregistered offering. 

55. From no later than May 2018 through at least January 2020, Albert Vagnozzi 

provided investors with private placement memoranda (“PPMs”) and subscription agreements, 

either through the mail or during in-person meetings. 

56. The PPM for Capricorn, originally dated March 28, 2018, stated that the investment 

involved “a high degree of risk” and that Capricorn “is an early stage company that has been 

organized to operate as a lending company to merchant cash advance businesses.” 

57. While soliciting investors, Albert Vagnozzi falsely told investors and prospective 

investors that the offerings complied with the securities laws and that the PPM contained all the 

information a person would want to know in order to make an informed investment decision. 

58. While soliciting investors, Albert Vagnozzi knew that Capricorn only invested in 

CBSG promissory notes, but the PPM omitted this information and instead told investors that 

Capricorn invested in merchant cash advance businesses generally. 

59. From May 2018 until at least March 2020, during in-person and telephone 

communications with investors, Albert Vagnozzi and Capricorn touted CBSG’s track record as a 

leader in the MCA industry, but failed to disclose CBSG’s regulatory history. 

60. Albert Vagnozzi knew about the Pennsylvania Regulatory Action by December 

2018. 

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61. Albert Vagnozzi knew about the New Jersey Regulatory Action and Texas 

Regulatory Action by no later than April 2020. 

62. In March 2019, Albert Vagnozzi solicited investors located in Renton, Washington 

with initials B.B. and D.K. to invest in Capricorn through emails and phone calls and touted 

CBSG’s track record as a leader in the MCA industry, but failed to disclose the Pennsylvania 

Regulatory Action. 

63. On March 25, 2019 B.B. invested $100,000 in Capricorn by wiring funds to 

Capricorn in exchange for a Capricorn promissory note Albert Vagnozzi executed on behalf of 

Capricorn. 

64. Similarly, on October 25, 2019, investors B.B. and D.K. invested $100,000 in 

Capricorn by wiring funds to Capricorn in exchange for a Capricorn promissory note, which Albert 

Vagnozzi executed on behalf of Capricorn. 

65. At no time did Albert Vagnozzi disclose to B.B. or D.K. the Pennsylvania 

Regulatory Action. 

66. From no later than May 2018 until at least March 2020, Albert Vagnozzi and 

Capricorn raised at least $18.5 million from more than 110 investors, including investors located 

in Jupiter, Florida. 

67. From no later than May 2018 until at least March 2020, Albert Vagnozzi and 

Capricorn funneled at least $18.5 of investor funds to CBSG in exchange for CBSG promissory 

notes issued to Capricorn that provided CBSG would pay Capricorn 18 percent interest at the 

conclusion of a 12-month period. 

68. CBSG compensated Albert Vagnozzi and Capricorn for raising investor funds, by 

paying Albert Vagnozzi and Capricorn 4 percent or 6 percent interest on each dollar Albert 

Vagnozzi and Capricorn raised for the purchase of CBSG notes in the unregistered CBSG offering. 

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69. Specifically, CBSG paid Albert Vagnozzi and Capricorn 18 percent interest per 

month on the investor funds Albert Vagnozzi and Capricorn funneled to CBSG for the purchase 

of CBSG notes in the unregistered CBSG offering. 

70. Albert Vagnozzi and Capricorn then used those funds from CBSG to pay the 

Capricorn investors 12 percent to 14 percent of the amount invested, and Albert Vagnozzi and 

Capricorn retained the remaining 4 percent to 6 percent as their compensation for raising investor 

funds in the unregistered CBSG offering. 

71. From May 2018 until March 2020, CBSG paid Capricorn $3.96 million, Capricorn 

paid its investors $2.75 million of this amount and the balance ($1.1 million) was Capricorn’s 

compensation for raising investor funds in the unregistered CBSG offering. 

72. Of the $1.1 million Capricorn received from CBSG as its compensation for raising 

investor funds in the unregistered CBSG offering, Albert Vagnozzi personally received at least 

$969,000 as his compensation for raising investor funds in the unregistered CBSG offering. 

73. In April 2020, Albert Vagnozzi and Capricorn Parallel solicited Capricorn investors 

to obtain Capricorn Parallel notes that offered 4% to 6% interest with the principal repaid over a 

7-year time period. 

74. In April 2020, Albert Vagnozzi solicited investors located in Renton, WA with 

initials B.B. and D.K. during emails and phone calls to enter into promissory notes with Capricorn 

Parallel, which notes would replace the Capricorn notes. 

75. On April 29, 2020, B.B. entered obtained a Capricorn Parallel promissory note by 

executing a new agreement with Vagnozzi through which B.B. exchanged his Capricorn note for 

a Capricorn Parallel note. 

 

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C. Pisces, Westhead and Alec Vagnozzi’s Fraudulent Conduct and 

Participation in the Unregistered CBSG Offering 

76. In September 2019, Westhead formed Pisces for the purpose of raising investor 

funds for CBSG through the offer and sale of Pisces promissory notes and then funneling the 

investor funds to CBSG in exchange for CBSG promissory notes issued to Pisces. 

77. From no later October 2019 until at least March 2020, Westhead and Alec Vagnozzi 

offered and sold the Pisces promissory notes, which are securities. 

78. From no later than October 2019 until at least March 2020, Defendants Westhead, 

Alec Vasgnozzi, and Pisces raised at least $15.4 million from more than 80 investors. 

79. The Pisces promissory notes provided for returns as high as 14% to investors 

depending on the amount invested and the return of principal in 12 months. 

80. Each Pisces promissory note was executed by Westhead or Alec Vagnozzi on 

behalf of Pisces. 

81. From October 2019 through at least March 2020, Westhead and Alec Vagnozzi 

solicited investors through telephone calls, emails, and/or in-person meetings so that they could 

continue raising investor money for CBSG’s unregistered offering. 

82. From October 2019 through at least April 2020, Westhead and Alec Vagnozzi 

solicited investors by providing PPMs and subscription agreements, either through the mail or 

during in-person meetings. 

83. The PPM for Pisces stated that “4000 Units” were being offered of “$100,000,000 

Aggregate Amount 12%-14% Promissory Notes.” 

84. The PPM for Pisces disclosed that the Units involved “a high degree of risk” and 

that Pisces “is an early stage company that has been organized to operate as a lending company to 

merchant cash advance businesses.” 

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85. While soliciting investors, Westhead and Alec Vagnozzi falsely told investors and 

prospective investors that the offerings comply with the securities laws and that the PPM’s 

contained all the information a person would want to know in order to make an informed 

investment decision. 

86. During the period of October 2019 through March 2020, Westhead, Alec Vagnozzi, 

and Pisces touted CBSG’s track record as a leader in the MCA industry but failed to disclose 

CBSG’s regulatory history and Joseph LaForte’s criminal background. 

87. Westhead knew about the Pennsylvania Regulatory Action by no later than October 

2019. 

88. Alec Vagnozzi knew about the Pennsylvania Regulatory Agency by no later than 

October 2019. 

89. Westhead knew about the New Jersey Regulatory Action by as early as October 

2019 and no later than April 2020 (prior to the Pisces Parallel offering). 

90. Alec Vagnozzi knew about the New Jersey Regulatory Agency by no later than 

April 2020, prior to the Pisces Parallel offering. 

91. Westhead knew about the Texas Regulatory Action by no later than April 2020, 

prior to the Pisces Parallel offering. 

92. Alec Vagnozzi knew about the Texas Regulatory Agency by no later than April 

2020, prior to the Pisces Parallel offering. 

93. Westhead knew about LaForte’s criminal conviction and that he managed CBSG 

by no later than October 2018. 

94. Alec Vagnozzi has admitted in testimony that he heard “rumors” about LaForte’s 

criminal background in late 2019 and he did not believe it was his responsibility to follow up for 

additional information. 

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95. For example, in November 2019, Westhead solicited an investor located in Chad’s 

Fort, Pennsylvania with initials F.B. to invest in Pisces through email and touted CBSG’s track 

record as a leader in the MCA industry, but failed to disclose the Pennsylvania or New Jersey 

Actions or that CBSG was managed by a convicted felon. 

96. In November 2019, investor F.B. invested $251,000 in Pisces by wiring funds to 

Pisces in exchange for a Pisces promissory note. 

97. From October 2019 through at least March 2020, Westhead and Alec Vagnozzi 

raised $15.4 million from at least 80 investors in exchange for Pisces promissory notes that 

provided a 10% to 14% interest rate, with the principal to be repaid to the investor at the conclusion 

of 12 months. 

98. From October 2019 until at least March 2020, Pisces funneled to CBSG the investor 

funds Westhead and Alec Vagnozzi raised through the Pisces offering. 

99. In exchange for the $15.4 million of investor funds, CBSG issued promissory notes 

to Pisces that provided for a 20% interest rate to be paid through a “monthly distribution payment.” 

100. The difference between what CBSG paid (20%) and what Pisces paid (12%-14%) 

was the compensation Pisces received for raising investor funds for CBSG, which resulted in Alec 

Vagnozzi and Westhead being compensated the difference between the 20% interest rate and the 

investors’ return. 

101. From October 2019 until at least April 2020, CBSG paid to Pisces more than 

$935,000 of compensation for raising investor funds for the unregistered CBSG offering. 

102. Of that compensation, Westhead received more than $260,000 and Alec Vagnozzi 

received more than $67,000 as their compensation for raising investor funds for the unregistered 

CBSG offering. 

103. In March 2020, Westhead and Alec Vagnozzi created Pisces Parallel. 

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104. Westhead, Alec Vagnozzi, and Pisces Parallel offered the existing Pisces investors 

the option to either restructure their Pisces promissory notes into new notes issued by Pisces 

Parallel that promised 4% annual returns and return of principal in seven years (instead of the 

initial notes that promised between 12-14% interest with return of principal in one year) or face 

nonpayment on the existing Pisces notes. 

105. Westhead, Alec Vagnozzi, and Pisces Parallel told investors that they had three 

days to accept the exchange note offer. 

106. In about May 2020, investors exchanged their Pisces notes for notes issued by 

Pisces Parallel. 

107. When soliciting Pisces investors in the Pisces Parallel offering, Westhead, Alec 

Vagnozzi, and Pisces told investors that __ and yet failed to disclose the Texas Regulatory Action, 

Pennsylvania Regulatory Action, or New Jersey Regulatory Action. 

D. MSI and Tierney Fraudulent Conduct and 

Participation in the Unregistered CBSG Offering 

108. In June 2018, Tierney formed MSI for the purpose of raising investor funds for 

CBSG through the offer and sale of MSI promissory notes and then funneling the investor funds 

to CBSG in exchange for CBSG promissory notes issued to MSI. 

109. From no later August 2018 until at least March 2020, Tierney offered and sold the 

MSI promissory notes, which are securities. 

110. From April 2020 until July 2020, Tierney sold MSI Parallel promissory notes, 

which are also securities. 

111. From no later than August 2018 until at least March 2020, Tierney and MSI raised 

at least $32.2 million for CBSG from more than 70 investors through the offer and sale of MSI 

promissory notes. 

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112. MSI entered into promissory notes with investors, promising annual returns of 12% 

to 14%, with monthly interest payments and full return of principal at the end of the typical 12-

month term. 

113. Tierney executed the MSI promissory notes on behalf of MSI. 

114. From August 2018 through at least March 2020, Tierney solicited investors through 

telephone calls, emails, and/or in-person meetings so that they could continue raising investor 

money in CBSG. 

115. Tierney solicited investors by providing PPMs and subscription agreements, either 

through the mail or during in-person meetings. 

116. Tierney also processed investment paperwork and handled investor funds on behalf 

of investors who decided to invest through MSI. 

117. The PPM for MSI stated that the Units involved “a high degree of risk” and that 

Pisces “is an early stage company that has been organized to operate as a lending company to 

merchant cash advance businesses.” 

118. Tierney knew about the Pennsylvania Regulatory Action, New Jersey Regulatory 

Action, and Texas Regulatory Action by no later than April 2020. 

119. By no later than November 2018, Tierney knew about LaForte’s criminal record 

and that LaForte managed CBSG. 

120. While soliciting investors, Tierney told investors and prospective investors that the 

offerings comply with the securities laws and that the PPM’s contained all the information a person 

would want to know in order to make an informed investment decision. 

121. Tierney touted CBSG’s track record as a leader in the MCA industry but failed to 

disclose CBSG’s regulatory history and that CBSG was operated by a convicted felon. 

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122. In August 2019, Tierney solicited an investor located in Holland, Pennsylvania with 

initials R.F. to invest in MSI through email and touted CBSG’s track record as a leader in the MCA 

industry, but failed to disclose the Pennsylvania Action or that CBSG was managed by a convicted 

felon. 

123. On August 6, 2019, investor R.F. invested $110,500 in MSI by wiring funds to 

Pisces in exchange for a Pisces promissory note. 

124. From August 2018 through at least April 2020, Tierney raised at least $32.2 million 

for CBSG’s unregistered offering through the offer and sale of MSI notes. 

125. From August 2018 through April 2020, Tierney raised $32.2 million from investors 

in exchange for MSI promissory notes that provided for a 12% to 14% interest rate, with the 

principal to be repaid to the investor at the conclusion of 12 months. 

126. From August 2018 until at least April 2020, MSI funneled to CBSG the investor 

funds Tierney raised in the MSI offering. 

127. In exchange for the $32,2 million of investor funds, CBSG issued promissory notes 

to MSI that provided for a 20% interest rate to be paid through a “monthly distribution payment.” 

128. The difference between what CBSG paid (20%) and what MSI paid (12%-14%) 

was the compensation MSI received for raising investor funds for CBSG. 

129. In May 2020, Tierney created MSI Parallel. 

130. Beginning in April 2020, Tierney and MSI Parallel offered the existing MSI 

investors the option to either restructure their MSI promissory notes into new notes issued by MSI 

Parallel that promised 4% annual returns and return of principal in seven years (instead of the 

initial notes that promised between 12-14% interest with return of principal in one year) or face 

nonpayment on the existing MSI notes. 

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131. In about May 2020, investors exchanged their MSI notes for notes issued by MSI 

Parallel. 

132. When soliciting MSI investors in the MSI Parallel offering, Tierney and MSI 

Parallel told investors touted CBSG and and yet failed to disclose the Texas Regulatory Action, 

Pennsylvania Regulatory Action, or New Jersey Regulatory Action against CBSG. 

COUNT I 

Sale of Unregistered Securities in Violation of Sections 5(a) and 5(c) of the Securities Act 

Against All Defendants 

133. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint 

as if fully set forth herein. 

134. No registration statement was filed or in effect with the Commission pursuant to 

the Securities Act with respect to the securities issued and the transactions conducted by the 

Defendants as described in this Complaint and no exemption from registration existed with respect 

to these securities and transactions. 

135. Pisces, beginning no later than October 2019 and continuing through at least March 

2020; Westhead and Alec Vagnozzi, beginning no later than October 2019 and continuing through 

at least July 2020; Pisces Parallel, Capricorn Parallel, and MSI Parallel, beginning no later than 

April 2020 and continuing through at least July 2020; Albert Vagnozzi, beginning no later than 

May 2018 and continuing through at least July 2020; Capricorn, beginning no later than May 2018 

and continuing through at least March 2020; Tierney, beginning no later than August 2018 and 

continuing through at least July 2020; and MSI, beginning no later than August 2018 and 

continuing through at least March 2020, directly or indirectly: 

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(a) made use of means or instruments of transportation or communication in interstate 

commerce or of the mails to sell securities as described herein, through the use or medium 

of a prospectus or otherwise; 

(b) carried securities or caused such securities, as described herein, to be carried 

through the mails or in interstate commerce, by any means or instruments of transportation, 

for the purpose of sale or delivery after sale; or 

(c) made use of means or instruments of transportation or communication in interstate 

commerce or of the mails to offer to sell or offer to buy through the use or medium of a 

prospectus or otherwise, as described herein, without a registration statement having been 

filed or being in effect with the Commission as to such securities. 

136. By reason of the foregoing, the Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and 77e(c)]. 

COUNT II 

Fraud in Violation of Section 10(b) and Rule 10b-5(a) of the Exchange Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

137. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint. 

138. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, by use of the means and 

instrumentalities of interstate commerce, or of the mails, in connection with the purchase or sale 

of securities, knowingly or recklessly, employed devices, schemes or artifices to defraud in 

connection with the purchase or sale of securities. 

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139. By reason of the foregoing, these Defendants, directly or indirectly violated and, 

unless enjoined, are reasonably likely to continue to violate, Section 10(b) of the Exchange Act 

[15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)]. 

COUNT III 

Violations of Section 10(b) and Rule 10b-5(b) of the Exchange Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

140. The Commission adopts by reference paragraphs 1 through 132 of this Complaint. 

141. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, by the use of any means or 

instrumentality of interstate commerce, or of the mails, knowingly or recklessly made untrue 

statements of material facts or omitted to state material facts necessary in order to make the 

statements made, in the light of the circumstances under which they were made, not misleading, 

in connection with the purchase or sale of any security. 

142. By reason of the foregoing, these Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate Section 10(b) of the Exchange Act, [15 U.S.C. § 78j(b)] 

and Exchange Act Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)]. 

COUNT IV 

Violations of Section 10(b) and Rule 10b-5(c) of the Exchange Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

143. The Commission adopts by reference paragraphs 1 through 132 of this Complaint. 

144. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

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continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, by the use of any means or 

instrumentality of interstate commerce, or of the mails, knowingly or recklessly engaged in acts, 

practices, and courses of business which have operated, are now operating or will operate as a 

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

145. By reason of the foregoing Defendants violated and, unless enjoined, are reasonably 

likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange 

Act Rule 10b-5(c), [17 C.F.R. § 240.10b-5(c)]. 

146. Defendants, by use of the mails or any means or instrumentality of interstate 

commerce, directly or indirectly, knowingly or recklessly employed a device, scheme, or artifice 

to defraud one or more clients or prospective clients. 

147. By reason of the foregoing, these Defendants violated and, unless enjoined, are 

reasonably likely to continue to violate, Section 206(1) of the Advisers Act, 15 U.S.C. § 80b-6(1). 

COUNT V

Violation of Section 17(a)(1) of the Securities Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

148. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint. 

149. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, in the offer or sale of securities, by the 

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

mails have knowingly or recklessly employed devices, schemes or artifices to defraud. 

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150. By reason of the foregoing, these Defendants, directly or indirectly violated, and, 

unless restrained and enjoined, are reasonably likely to continue to violate, Section 17(a)(1) of the 

Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT VI 

Violation of Section 17(a)(2) of the Securities Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

151. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint. 

152. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, in the offer or sale of securities, by the 

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

of the mails, have negligently obtained money or property by means of untrue statements of 

material facts and omissions to state material facts necessary in order to make the statements made, 

in the light of the circumstances under which they were made, not misleading. 

153. By reason of the foregoing, these Defendants, directly or indirectly violated and, 

unless enjoined, are reasonably likely to continue to violate, Section 17(a)(2) of the Securities Act 

[15 U.S.C. § 77q(a)(2)]. 

COUNT VI

Violation of Section 17(a)(3) of the Securities Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

154. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint. 

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155. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, in the offer or sale of securities, by the 

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

of the mails, have negligently engaged in transactions, practices, or courses of business which have 

operated, are now operating or will operate as a fraud or deceit upon the purchasers. 

156. By reason of the foregoing, the Defendants, directly or indirectly violated, and, 

unless and restrained and enjoined, are reasonably likely to continue to violate, Section 17(a)(3) 

of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

COUNT VIII 

Violations of Section 15(a) of the Exchange Act 

Against Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney 

157. The Commission repeats and realleges paragraphs 1 through 132 of this Complaint. 

158. Defendants Westhead and Alec Vagnozzi, beginning no later than October 2019 

and continuing through at least July 2020; Albert Vagnozzi, beginning no later than May 2018 and 

continuing through at least July 2020; and Tierney, beginning no later than August 2018 and 

continuing through at least July 2020, directly or indirectly, made use of the mails or the means or 

instrumentalities of interstate commerce effected transactions in, or induced or attempted to induce 

the purchase or sale of securities without being registered as a broker or dealer with the 

Commission or associated with a broker or dealer registered with the Commission. 

159. By reason of the foregoing Albert Vagnozzi, Westhead, Alec Vagnozzi, and 

Tierney violated and, unless enjoined, are reasonably likely to continue to violate, Section 15(a)(1) 

of the Exchange Act [15 U.S.C. §78o(a)(1)]. 

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RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that the Court find that Defendants 

committed the violations alleged and: 

I. 

Permanent Injunction 

Issue a Permanent Injunction, restraining and enjoining: Defendants, their officers, agents, 

servants, employees, attorneys, and all persons in active concert or participation with them, and 

each of them, from violating Sections 5(a) and 5(c) of the Securities Act, [15 U.S.C. §§ 77e(a) and 

77e(c)]; and Albert Vagnozzi, Westhead, Alec Vagnozzi, and Tierney from violating Sections 

17(a) of the Securities Act [15 U.S.C. §77q(a)], Section 10(b) of the Securities Exchange Act of 

1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act Rule 10b-5 [17 C.F.R. § 240 10b5], and Section 15(a) of the Exchange Act [15 USC § 78q(a)]. 

II. 

Disgorgement

 Issue an Order directing all Defendants to disgorge all ill-gotten gains received within the 

applicable statute of limitations, including prejudgment interest, resulting from the acts or courses 

of conduct alleged in this Complaint. 

III. 

Penalties 

Issue an Order directing Defendants Albert Vagnozzi, Westhead, Alec Vagnozzi, and 

Tierney to pay civil money penalties pursuant to Section 20(d) of the Securities Act, [15 U.S.C. § 

77t(d)], and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]. 

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IV. 

Further Relief

Grant such other and further relief as may be necessary and appropriate. 

V. 

Retention of Jurisdiction 

Further, the Commission respectfully requests that the Court retain jurisdiction over this 

action in order to implement and carry out the terms of all orders and decrees that it may enter, or 

to entertain any suitable application or motion by the Commission for additional relief within the 

jurisdiction of this Court. 

DEMAND FOR JURY TRIAL 

 The Commission hereby demands a jury trial in this case on all issues so triable. 

September 29, 2023 Respectfully submitted, 

 By: s/Amie Riggle Berlin 

 Amie Riggle Berlin, Esq. 

Senior Trial Counsel 

Florida Bar No. 630020 

Direct Dial: (305) 982-6322 

Direct email: berlina@sec.gov 

 Attorney for Plaintiff 

 SECURITIES AND EXCHANGE COMMISSION 

 801 Brickell Avenue, Suite 1950 

 Miami, Florida 33131 

 Telephone: (305) 982-6300 

 Facsimile: (305) 536-4154 

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