UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 82677 / February 9, 2018

ADMINISTRATIVE PROCEEDING

File No. 3-15211

____________________________________

:

In the Matter of :

:

GREGG C. LORENZO, : ORDER APPROVING

FRANCIS V. LORENZO, AND : AMENDED PLAN OF

CHARLES VISTA, LLC, : DISTRIBUTION

:

Respondents. :

____________________________________:

On February 15, 2013, the Commission issued an order instituting proceedings against 

Gregg C. Lorenzo (“Gregg Lorenzo”), Francis V. Lorenzo (“Frank Lorenzo”) and Charles 

Vista, LLC (“Charles Vista”) (collectively, “Respondents”).

1

 On November 20, 2013, the 

Commission issued a settled 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 Lorenzo and Charles Vista (collectively, “Settling Respondents”).

2

 The Order found 

that the Settling Respondents made fraudulent misrepresentations to several customers of 

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

convertible 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. 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 the Settling 

Respondents knowingly or recklessly made fraudulent misrepresentations to several Charles 

Vista customers, these customers invested in W2E debentures.

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

of $130,000 and prejudgment interest of $20,000. In addition, Gregg 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. 

In accordance with the Order, Gregg Lorenzo has paid a total of $525,000. Charles Vista has 

not made any payments to date. 

 

1

Securities Act Rel. No. 9385 (Feb. 15, 2013).

2

Securities Act Rel. No. 9480 (Nov. 20, 2013). 
2

Frank Lorenzo chose to contest the charges. Following an initial decision by the

Administrative Law Judge and an appeal to the Commission, the Commission issued an 

opinion and an order ordering him to cease-and-desist from violations of the antifraud 

provisions charged, imposing industry bars, and ordering him to pay a $15,000 penalty. See

Securities Act Rel. No. 9762 (Apr. 29, 2015) (Opinion of the Commission) (the “Opinion”). 

Following the Commission’s subsequent denial of reconsideration, Securities Act Rel. No. 

9803 (June 3, 2015), on July 1, 2015, Frank Lorenzo filed a petition for review with the U.S. 

Court of Appeals for the District of Columbia Circuit. Francis Lorenzo vs. SEC, Case No. 15-

1202. On September 29, 2017, the Court issued its opinion, in which it granted Frank 

Lorenzo’s petition for review in part, vacated the sanctions imposed by the Commission, and 

remanded the matter for further consideration.

Pursuant to the Order, a Fair Fund was created under Section 308(a) of the SarbanesOxley Act of 2002, as amended. The Fair Fund is comprised of the disgorgement, prejudgment 

interest and penalties paid and to be paid by Respondents for distribution to affected customers of 

Charles Vista who suffered harm by virtue of the conduct described in the Order and the Opinion

(collectively, “Eligible Customers”). 

On March 30, 2015, the Commission issued a Notice of Proposed Plan of Distribution 

and Opportunity for Comment3(“Initial Notice”) pursuant to Rule 1103 of the Commission’s 

Rules on Fair Fund and Disgorgement Plans (“Rules”).

4

 On March 30, 2015, the Commission 

also published the Initial Proposed Plan of Distribution (“Initial Plan”). The Initial Notice 

provided that all interested parties desiring to comment on the Initial Plan could submit their 

comments, in writing, no later than thirty (30) days from the date of the Initial Notice. The 

Commission received comments on the Initial Plan, and the Commission addressed the 

comments received on the Initial Plan, and amended the Initial Plan accordingly. On January 5, 

2016, the Secretary issued the Notice of the Amended Proposed Plan of Distribution and 

Opportunity for Comment (“Amended Notice”), and published the Proposed Amended Plan of 

Distribution (“Amended Plan”). The Amended Notice provided that all interested parties had 

thirty (30) days to submit a written comment on the Amended Plan. Four comments were 

received regarding the Amended Plan, two of which were from the same person.

The first comment was received on December 28, 2015.5 A person who was not 

identified as an Eligible Customer for this distribution inquired as to how he could find out if he 

was one of the Eligible Customers. After receiving the comment, the staff informed the 

commenter that there was a proposed Amended Plan dated January 5, 2016, and that the 

proposed distribution in this matter is limited to investors that were harmed by the conduct 

described in the Order, and that the Order was based on misconduct pertaining to customers 

who purchased convertible debentures issued by W2E between approximately September 

2009 through May 2010. The staff further informed the commenter that if he would like, the 

commenter could provide the staff with any materials or information regarding potentially 

eligible investments for the staff’s consideration and review. The commenter did not respond 

and did not provide any additional documents, materials, or correspondence regarding his 

investment. The Amended Plan clarifies who is an Eligible Customer, and the commenter’s 

 

3 Exchange Act Rel. No. 74607 (Mar. 30, 2015).

4

17 C.F.R. § 201.1103.

5 This comment was received prior to the issuance of the Amended Notice and publication of the Amended Plan 

on January 5, 2016. 
3

comment regarding the clarification of eligibility has been considered, deliberated upon and is 

addressed in the Amended Plan. As a result, the Commission did not make any changes to the 

Amended Plan based on this comment. 

Two comments were received on January 25, 2016, and on February 29, 2016 – both 

of which were submitted by the same person. This person, who is not on the Amended Plan’s 

list of Eligible Customers, inquired as to what he needed to do in order to become an Eligible 

Customer, and provided documentation regarding his securities purchases, which appears to 

show a purchase of stock in February 2008 through a “unit” offering by a predecessor entity to 

what eventually became the publicly held Waste2Energy Holdings. The staff reviewed and 

considered the documentation submitted. Because the commenter purchased securities other 

than those at issue in the Commission’s Order and the purchases were made in February 2008,

prior to the relevant time period, the commenter had not been injured as a result of the 

fraudulent conduct that is the subject of the Commission’s Order. The Commission’s Order 

describes and was based on misconduct involving the shares of W2E debentures by Charles 

Vista from approximately September 2009 through May 2010. Accordingly, no changes to 

the Amended Plan were made based on these two comments. 

Another comment was received on September 25, 2016 by a person who stated that in 

2008 he “purchased $25,000 of convertible debt in [W2E] upon the robust recommendation of 

Gregg Lorenzo, CEO and founder of Charles Vista” who told him “W2E was a growing 

company with a bright future.” The commenter further stated that he “asked Gregg about my 

investment numerous times and he was repeatedly optimistic about W2E’s prospects.” The 

commenter stated he believes “Gregg knowingly misrepresented the financial aspects of W2E 

when he recommended my investment purchase.” The staff reviewed its files and found 

evidence that this commenter invested $11,500 in a W2E 12% debenture in May 2010, during 

the relevant period, and that the firm that sold this investment was Charles Vista. The staff’s 

records that showed that the commenter made an earlier investment of $25,000 through a 

different broker-dealer (“Broker One”) that employed Gregg Lorenzo before Gregg Lorenzo 

left that firm and established Charles Vista in early 2009. The commenter only recalled 

making a $25,000 investment in W2E in 2007 or 2008.

The commenter’s statements and the records reviewed by the staff indicated that the

commenter’s $25,000 investment was outside the time period covered by the Order.6 Because 

the commenter’s apparent purchase of the $11,500 W2E debenture would have been within 

the period covered by the Order, the staff interviewed the commenter to determine if there was 

evidence that Gregg Lorenzo made material misrepresentations to the commenter in 

connection with his purchase of the $11,500 W2E debenture. The commenter did not recall 

making the $11,500 purchase. The staff asked the commenter about statements that Gregg 

Lorenzo made to him in connection with the investment he recalled making in W2E. Based 

on the statements recounted, there was insufficient evidence to establish that the commenter 

had been defrauded as a result of the Respondents’ conduct. Accordingly, no changes to the 

Amended Plan were made based on this comment. 

The Commission has reviewed and carefully considered the comments received, and 

believes that further amendments to the Amended Plan are not warranted. 

 

6

In addition, although there was evidence that the commenter made a $25,000 investment at Broker One and that 

Gregg Lorenzo was credited with generating that investment in Broker One’s records, there was no indication in 

those records that the $25,000 was invested in W2E.
4

Consistent with the approach used by district courts when considering whether to 

approve a distribution plan, the Commission’s objective is to distribute Fair Funds and 

Disgorgement Funds in a fair and reasonable manner, taking into account relevant facts and 

circumstances. See Official Committee of Unsecured Creditors of Worldcom, Inc. v. SEC, 467 

F.3d 73, 82 (2d Cir. 2006) (“So long as the district court is satisfied that ‘in the aggregate, the 

plan is equitable and reasonable,’ the SEC may engage in the ‘kind of line-drawing [that] 

inevitably leaves out some potential claimants’”) (quoting SEC v. Wang, 944 F.2d 80, 88 (2d 

Cir. 1991)). The Amended Plan provides for a fair and reasonable distribution of the funds as 

it seeks to distribute the funds available to those investors who were defrauded by the specific 

conduct described in the Order. 

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Rules, 17 C.F.R. § 

201.1104, that the Amended Plan is approved. 

By the Commission. 

Brent J. Fields

Secretary