UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 76837 / January 5, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-15211

____________________________________

 :

In the Matter of :

 :

GREGG C. LORENZO, : NOTICE OF AMENDED

FRANCIS V. LORENZO, AND : PROPOSED PLAN OF 

CHARLES VISTA, LLC, : DISTRIBUTION AND 

: OPPORTUNITY FOR 

Respondents. : COMMENT

____________________________________:

In response to comments received on the proposed plan of distribution (“Prior 

Proposal”) in Gregg C. Lorenzo, A.P. File No. 3-15211, published on March 30, 2015,1

the Division of Enforcement (“Division”) has submitted an amended proposed plan 

(“Amended Plan”) to the Commission for publication. Notice is hereby given, pursuant 

to Rule 1103 of the United States Securities and Exchange Commission’s 

(“Commission”) Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, 

that the Commission has published the Amended Plan at 

http://www.sec.gov/litigation/fairfundlist.htm#lorenzo and seeks comment from 

interested persons.

2

 Based on comments and additional information received on the 

Prior Proposal, the Division revised the calculation of each Eligible Customers’3pro 

rata percentage of the total pooled harm and clarified who is to be eligible to 

participate in the distribution. 

On November 20, 2013, the Commission issued an 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), 21B, and 21C of the Securities 

Exchange Act of 1934 (the “Order”) as to Respondents Gregg C. Lorenzo 

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

(Securities Act Rel. No. 9480 (November 20, 2013)). The Order found that

Respondents made fraudulent misrepresentations to several customers of Charles 

Vista, a broker-dealer controlled by Lorenzo, to induce them to invest in convertible 

 

1

 Exchange Act Rel. No. 74607 (March 30, 2015).

2

The Commission, pursuant to delegated authority, previously issued an order extending the time for 

approval or disapproval of this plan. Exchange Act Rel. No. 75059 (May 15, 2015). As a result of the 

Commission’s decision to repropose the Prior Plan for comment, an order approving or disapproving 

the Amended Plan will be entered in accordance with the provisions of Rule 1104, 17 C.F.R. 201.1104.

3 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 

Amended Plan. 
2

debentures issued by a start-up waste management company, Waste2Energy 

Holdings, Inc. (“W2E”). The Order further found that Charles Vista had a 

considerable financial interest in the debentures offering and was the exclusive 

placement agent for the issuance of 12% W2E debentures. The debentures were 

convertible to W2E stock, which is a penny stock. Additionally, the Order found that 

W2E’s financial situation was precarious and W2E’s securities were extremely 

speculative because, among other reasons, the company had millions of dollars of 

debt that was senior to the debt W2E was issuing through the debentures offering. 

Finally, the Order found that after Respondents knowingly or recklessly made 

fraudulent misrepresentations to several Charles Vista customers, these customers 

invested in W2E debentures.

In the Order, Lorenzo and Charles Vista were jointly ordered to pay disgorgement 

of $130,000 and prejudgment interest of $20,000. In addition, Lorenzo was ordered to 

pay a civil penalty of $375,000 and Charles Vista was ordered to pay a civil penalty of 

$4,350,000. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as 

amended, the Order established a Fair Fund for the benefit of injured investors using

the disgorgement, prejudgment interest and penalties paid and to be paid by 

Respondents. Lorenzo has paid $130,000 in disgorgement, $20,000 in prejudgment 

interest, and a civil penalty of $375,000. Charles Vista has not made any payments to 

date. 

THE DISTRIBUTION PLAN

The Amended Plan proposes to distribute an amount from the Fair Fund to six 

customers of the Respondents each of whom was injured by the violations described in 

the Order. The Amended Plan describes its methodology for distributing the Fair Fund

in paragraph 7. At the end of paragraph 7, and using information obtained from the 

Commission’s investigation and the comment process on the Prior Proposal, the 

Amended Plan presents a table with the dollar amount of each Eligible Customer’s 

principal investment in W2E, the dollar amount, if any, of third-party reimbursements 

received by each Eligible Customer, and a net harm (“Harm Amount”) for each 

Eligible Customer. The table also lists for each Eligible Customer the percentage of 

the total of all Eligible Customer harm (“Pro Rata Share”) represented by each Eligible

Customer’s individual harm. The Prior Proposal was amended in order to reflect 

recalculations of the percentages of the Eligible Customers’ pooled harm based on 

public comments and additional information received. 

To calculate the dollar amount that each Eligible Customer will receive 

pursuant to the Amended Plan, the Fair Fund administrator will multiply the Pro Rata 

Share by the “Net Fair Fund.” The “Net Fair Fund” is the Fair Fund, less any reserve 

for federal, state, or local taxes, fees or other expenses of administering the Plan. As 

noted above, the Fair Fund currently consists of the $525,000 paid by Lorenzo. Any 

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

Fund and distributed in accordance with the Plan. 

Eligible Customers will not be required to make claims or submit 

documentation to establish their eligibility. The six Eligible Customers were 

identified on the basis of information obtained by the Commission staff through

review and analysis of applicable records. Within sixty (60) days of the 
3

Commission’s approval of the Plan, the Fund Administrator will send each Eligible 

Customer a notice regarding the Commission’s approval of the Plan and, including as 

appropriate, a statement characterizing the distribution, a link to the Plan posted on 

the Commission’s website and instructions for requesting a copy of the Plan, a Harm

Amount calculation and a preliminary calculation of the Eligible Customer’s

distribution check amount (i.e., Fair Fund Payment), a description of the tax 

information reporting and other related tax matters, the procedure for the distribution 

as set forth in the Plan, and the name of the Fund Administrator to contact with 

questions regarding the distribution (the “Plan Notice”). The Fund Administrator will 

coordinate with the appointed Tax Administrator to request information from each 

Eligible Customer that is needed to accomplish the distribution in accordance with 

applicable tax requirements relating to the Fair Fund.

The Plan also provides procedures for Eligible Customers to dispute the 

amounts received. Disputes will be limited to calculations of an Eligible Customers’ 

Harm Amount. Should an Eligible Customer wish to dispute the amount to be 

received, an Eligible Customer must submit a written communication to the Fund 

Administrator. The Fund Administrator must receive the written communication 

detailing the dispute along with any supporting documentation within thirty (30) days 

of the date that the Plan Notice is sent to an Eligible Customer. The Fund 

Administrator will investigate the dispute, and such investigation will include a 

review of the written dispute as well as any supporting documentation. Within thirty

(30) days of receipt of the written dispute, the Fund Administrator will notify the 

Eligible Customer of her resolution of the dispute, which shall be final. 

OPPORTUNITY FOR COMMENT

Pursuant to this Notice of Amended Proposed Plan of Distribution and 

Opportunity for Comment (“Notice”), interested persons are advised that they may 

obtain a copy of the Plan from the Commission’s public website at 

http://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a 

written copy of the Plan by submitting a written request to Nichola L. Timmons, Esq., 

United States Securities and Exchange Commission, 100 F Street, NE, Washington, 

DC 20549-5631. All persons who desire to comment on the Plan may submit their 

comments, in writing, no later than thirty (30) days from the date of this 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 e-mail to rule-comments@sec.gov.
4

Comments submitted by e-mail or via the Commission’s website should include 

“Administrative Proceeding File Number 3-15211” in the subject line. Comments 

received will be publicly available. Thus, persons should submit only information 

that they wish to make publicly available.

By the Commission.

Brent J. Fields

Secretary