UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 80087 / February 22, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-16203

____________________________________

 :

In the Matter of :

 :

ANTHONY CORONATI : NOTICE OF

and BIDTOASK LLC, : PROPOSED PLAN OF 

: DISTRIBUTION AND 

: OPPORTUNITY FOR 

Respondents. : COMMENT

____________________________________:

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 Division of Enforcement has submitted to the Commission a 

proposed Plan of Distribution (“Plan”) for the distribution of monies placed into a Fair Fund1

established pursuant to the Commission’s Order2against Anthony Coronati (“Coronati”) and 

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

For the purposes of this distribution, Eligible Investors are those investors who suffered 

net harm by virtue of the conduct described in the Order. The Eligible Investors able to receive a 

payment are limited to only those persons who were fraudulently induced to purchase during the 

Relevant Period one or more of the investments at issue in the Order as described in paragraph 1 

of the Plan3and who also suffered a Harm Amount, as described in paragraph 13 of the Plan. As 

described further within the Plan, the Harm Amount is calculated as the sum of actual principal 

investments by an Eligible Investor, less any monies received by an Eligible Investor as 

 

1

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

2

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

3 The Order found, among other things, that there were (a) “at least eleven investors invested in the fictitious Corsac 

Fund”; (b) “at least six investors invested in Corsac” shares; (c) “approximately forty-four investors” who purchased 

membership interests in Bidtoask; and (d) “ten investors” in the two technology companies, Xora, Inc. and Specific 

Media, Inc. (The Order did not identify either of the two technology companies.)
2

repayments, settlements, insurance, or other payments in connection with this matter from 

Respondents or any other third party.

4

 

The Order found that, in summary, 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. Coronati’s first two fraudulent offerings were for a purported 

hedge fund called Corsac Group Limited or Corsac Limited 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 February 16, 2017, Coronati has paid $150,000.00 of the $400,000.00 due.

Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, the Order

created a Fair Fund for the benefit of injured investors. The Fair Fund is comprised of the 

disgorgement, interest, and penalties paid and to be paid by Coronati and is for distribution to 

Eligible Investors. The Plan is subject to approval by the Commission, and the Commission 

retains jurisdiction over the implementation of the Plan.

The Fair Fund is currently on deposit in a Commission designated account with the 

United States Department of the Treasury, and is subject to the control of the Commission. The 

Fair Fund constitutes a Qualified Settlement Fund under Section 468B(g) of the Internal 

Revenue Code, 26 U.S.C. § 468B(g), and related regulations, 26 C.F.R. §§ 1.468B-1 through 

1.468B-5.

 

4 With respect to any Eligible Investors who purchased a Facebook-related membership interest in Bidtoask, the 

Harm Amount does not include any increase or decrease in the market price for Facebook shares that occurred prior 

to Respondents’ sale of actual Facebook-related interests made on behalf of such investors. Any increase or 

decrease in the share price of Facebook shares was unrelated to the misconduct described in the Order.
3

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all 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 20549-5876. 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.

Comments submitted should include “Administrative Proceeding File Number 3-16203” in the 

subject line. Comments received will be publicly available. Persons should submit only 

information that they wish to make publicly available.

THE PLAN 

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 Fund is the Fair Fund, less the Reserve, and less any federal, state, or local taxes, 

fees or other expenses of administering the Plan. 

In accordance with the Order, as of February 16, 2017, Coronati has paid $150,000.00 of 

the $400,000.00 amount due. 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 proposes to 

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 Plan provides for Eligible Investors to receive monies from the Fair Fund that 

represents their proportionate share of the Net Fair Fund. The Eligible Investors will not be 

required to make claims or submit documentation to establish their eligibility. The Plan provides 

that on the basis of information obtained by the Commission staff through review and analysis of 

applicable records, the Fund Administrator will identify the Eligible Investors. Within sixty (60) 

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

Investor a Plan Approval Notification regarding the Commission’s approval of the Plan that will

include as appropriate, a statement characterizing the distribution, a link to the approved 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 Fair Fund Payment, a description of the 
4

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

forth in the Plan, and the name and contact information for the Fund Administrator in order to 

provide any requested information or to contact with questions regarding the distribution. The 

Fund Administrator will coordinate with the Tax Administrator to request information from each

Eligible Investor 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 Investors to dispute the amounts received. 

Disputes will be limited to calculations of an Eligible Investor’s Fair Fund Payment. Should an 

Eligible Investor wish to dispute the amount received, the Fund Administrator must receive a

written communication from the Eligible Investor detailing the dispute along with any supporting 

documentation within thirty (30) days of the date that the Plan Approval Notification is sent to an 

Eligible Investor. 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 

Investor of her resolution of the dispute, which shall be final.

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

Brent J. Fields

Secretary