UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 80469 / April 17, 2017 

ADMINISTRATIVE PROCEEDING

File No. 3-16203

____________________________________

 :

In the Matter of :

 :

ANTHONY CORONATI : ORDER APPROVING

and BIDTOASK LLC, : PLAN OF DISTRIBUTION

:

:

Respondents. :

____________________________________:

On October 17, 2014, the United States Securities and Exchange Commission 

(“Commission”) issued an Order Instituting Administrative and Cease-and-Desist Proceedings 

Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange 

Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 and Section 9(b) 

of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions 

and a Cease-and-Desist Order (“Order”)1against Anthony Coronati (“Coronati”) and Bidtoask 

LLC (“Bidtoask”) (collectively, “Respondents”). 

According to the Order, from at least 2009 through 2013, Respondents raised over $2 

million from investors in several fraudulent securities offerings and misappropriated over 

$400,000 of that amount. Respondents’ fraudulent scheme induced investors to invest as a result 

of a variety of materially false and misleading statements including but not limited to how 

investor funds would be invested, how Coronati would be compensated, and the value of 

investors’ securities positions. See Order passim. Investors in this matter purchased one or more 

of the following securities from Coronati and/or Bidtoask: (a) units in the purported Corsac 

Group Limited (“Corsac Fund”), a fund in the form of a limited partnership that the Commission 

found not to exist; (b) shares in Corsac, a corporation that purported to serve as an investment 

adviser to the Corsac Fund; (c) membership interests in Bidtoask, a limited liability company 

that purportedly would invest directly in pre-initial public offering shares in Facebook, Inc.

without charging, in most cases, fees, commissions, or markups; and (d) membership interests in 

Bidtoask based on the false representation that Bidtoask held or would hold shares in two 

 

1

Securities Act Rel. No. 9666 (Oct. 17, 2014). 
2

privately owned technology companies, Xora, Inc. and Specific Media, Inc. See Order at 

paragraphs 10-11, 18, 25, 32-33. 

The Order further found that Coronati’s first two fraudulent offerings were for Corsac 

Fund and for shares in Corsac Inc., which he represented without basis would soon hold an initial 

public offering (“IPO”). See Order at paragraphs 10-23. Respondents also obtained investor 

funds by offering membership interests in Bidtoask. See Order at paragraphs 24-31. 

Respondents represented that Bidtoask would invest or had invested in promising technology 

companies that had yet to hold IPOs. In fact, Bidtoask held no shares in the two privately-owned 

technology companies offered to investors, and neither company was in the process of an IPO. 

See Order at paragraphs 32-37. Although Bidtoask did make two genuine pre-IPO investments 

related to Facebook – with significant fees that Coronati and Bidtoask concealed from investors 

– Coronati misappropriated some of the funds. See Order at paragraphs 28 and 30. Also, while 

Respondents did distribute to investors a portion of the proceeds from the sale of Facebook 

shares acquired that were not misappropriated, Coronati failed to distribute any share sale 

proceeds to three investors who purchased membership interests in Bidtoask related to Facebook.

See Order at paragraph 31. As a result of this conduct, the Order found that Coronati willfully 

violated and Bidtoask violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the 

Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Coronati additionally willfully 

violated Sections 206(1), 206(2), 206(4) of the Investment Advisers Act of 1940 and Rule 

206(4)-8 thereunder.

The Commission ordered Coronati to pay $400,000.00 consisting of disgorgement of 

$292,646.36, prejudgment interest of $7,353.64, and a civil penalty of $100,000.00. The Order 

provided that payments were to be made in installments within 364 days of the entry of the Order. 

As of March 30, 2017, Coronati has paid $150,000.00 of the $400,000.00 due.

On February 22, 2017, the Commission published a Notice of Proposed Plan of Distribution 

and Opportunity for Comment (“Notice”)2 pursuant to Rule 1103 of the Commission’s Rules on 

Fair Fund and Disgorgement Plans (“Rules”), 17 C.F.R. § 201.1103. The Notice advised interested 

persons that they could print a copy of the Proposed Plan of Distribution (“Plan”) from the 

Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm or by submitting a 

written request to Nichola L. Timmons, Esq., United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-5876. 

The Notice also advised that all persons desiring to comment on the Plan could submit 

their comments, in writing, no later than thirty (30) days from the date of the Notice (1) to the 

Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549-1090; (2) by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or (3) by sending an email to rulecomments@sec.gov. The Commission received no comments on the Plan during the comment 

period.

 

2

Exchange Act Rel. No. 80087 (Feb. 22, 2017).
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The Fair Fund is comprised of the disgorgement, prejudgment interest, and civil penalties 

paid, and to be paid by Coronati. The Plan provides for a hold back of ten percent (10%) of the 

Fair Fund (the “Reserve”). The Reserve will be used, if necessary, to accommodate any 

unexpected expenditures or distribution payments. The Reserve may be distributed in 

accordance with the Plan’s methodology, subject to the discretion of the Fund Administrator. 

The Net Fair Fund3is the Fair Fund, less the Reserve, and less any federal, state, or local taxes, 

fees or other expenses of administering the Plan. 

Any outstanding payments received after approval of the Plan will be added to the Fair 

Fund and distributed in accordance with the Plan. The Plan will distribute the Net Fair Fund to 

affected investors who suffered a Harm Amount by virtue of the conduct described in the Order 

and as calculated per the methodology set forth in the Plan. 

The Division of Enforcement now requests that the Commission approve the Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Rules, 

17 C.F.R. § 201.1104, that the Plan is approved.

For the Commission, by its Secretary, pursuant to delegated authority. 

Brent J. Fields

Secretary

 

3

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Plan.