UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. 20-cv-81205-RAR

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff 

vs. 

COMPLETE BUSINESS SOLUTION GROUP, 

INC. D/B/A PAR FUNDING, ET AL.,

Defendant(s).

_________________________________________/ 

DEFENDANT PERRY ABBONIZIO’S 

AMENDED ANSWER AND AFFIRMATIVE DEFENSES

TO SEC’S AMENDED COMPLAINT

Pursuant to this Court’s August 14, 2020 Order (D.E. 690), Defendant Perry Abbonizio

(“Defendant” or “Abbonizio”), files this Amended Answer and Affirmative Defenses to the 

Amended Complaint filed by Plaintiff Securities and Exchange Commission (“Plaintiff” or 

“SEC”), and states as follows:

ANSWER

Defendant denies all allegations contained in the headings and all unnumbered paragraphs 

in the Amended Complaint and denies any allegations not specifically denied. Defendant answers 

the remaining allegations of the Amended Complaint as follows:

1. Defendant denies the allegations contained in paragraph 1 of the Amended 

Complaint.

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2. Defendant denies the allegations contained in the first sentence of paragraph 2 of 

the Amended Complaint. Defendant only admits that Par Funding offered and issued various 

promissory notes

3. Defendant denies the allegations contained in paragraph 3 of the Amended 

Complaint. Additionally, Defendant is without knowledge to form a belief as to the truth of the 

allegations contained in the second sentence of paragraph 3 of the Amended Complaint and 

therefore denies same.

4. Defendant is without sufficient knowledge to form a belief regarding what the

Pennsylvania Securities Regulators knew regarding the creation of the Agent Funds and is without 

sufficient knowledge with respect to the Agent Funds’ obligations to its noteholders. Defendant 

denies the allegations contained in the remainder of paragraph 4 of the Amended Complaint.

5. Defendant denies the allegations contained in paragraph 5 of the Amended

Complaint.

6. Defendant denies the allegations contained in paragraph 6 of the Amended

Complaint.

7. Defendant is without sufficient knowledge to form a belief as to the truth of the

Allegations in paragraph 7 not concerning Defendant and therefore denies same.

8. Defendant denies the allegations contained in paragraph 8 of the Amended

Complaint.

9. Defendant denies the allegations contained in paragraph 9 of the Amended

Complaint.

10. Defendant denies the allegations contained in paragraph 10 of the Amended

Complaint.

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11. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 11 of the Amended Complaint and, therefore, denies same.

12. Defendant only admits that the Order referenced in paragraph 12 of the Amended

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 12 of the 

Amended Complaint and therefore denies same.

13. Defendant only admits that the Order referenced in paragraph 13 of the Amended

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 13 of the 

Amended Complaint and therefore denies same.

14. Defendant only admits that the Order referenced in paragraph 14 of the Amended

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 14 of the 

Amended Complaint and therefore denies same.

15. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 15 of the Amended Complaint and, therefore, denies same.

16. Defendant submits that the Cease and Desist Order referenced in paragraph 16 

speaks for itself, and Defendant denies the allegations to the extent inconsistent with that 

document. Defendant admits that McElhone was the sole owner of Par Funding. Defendant is 

without sufficient knowledge to form a belief as to the truth of the remaining allegations in 

paragraph 16, and therefore denies same.

17. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 17 of the Amended Complaint and, therefore, denies same.

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18. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 18 of the Amended Complaint and, therefore, denies same.

19. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 19 of the Amended Complaint and, therefore, denies same.

20. Defendant admits that he was a consultant who helped Par Funding raise investor 

capital, that he provided training and oversight to Agent Fund managers, and that he would provide 

potential investors with information about Par Funding. Defendant also admits that he once held 

Series 7, 63, and 65 Licenses, and that in the past he was associated with various broker dealers. 

Defendant denies the remainder of the allegations contained in paragraph 20 of the Amended 

Complaint. 

21. Defendant only admits that the FINRA Letter of Acceptance, Waiver, and Consent 

and the Texas Order referenced in paragraph 21 of the Amended Complaint speak for themselves 

and denies any inconsistent allegations. 

22. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 22 of the Amended Complaint and therefore 

denies same.

23. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 23 of the Amended Complaint and therefore 

denies same. Defendant only admits that the agreement referenced in paragraph 23 of the Amended 

Complaint speaks for itself and denies any inconsistent and remaining allegations in paragraph 23 

of the Amended Complaint.

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24. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 24 of the Amended Complaint and therefore 

denies same.

25. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 25 of the Amended Complaint and therefore 

denies same.

26. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 26 of the Amended Complaint and therefore 

denies same. Defendant only admits that the Order referenced in paragraph 26 of the Amended 

Complaint speaks for itself and denies any inconsistent and remaining allegations in paragraph 26 

of the Amended Complaint.

27. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 27 of the Amended Complaint and therefore 

denies same.

28. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 28 of the Amended Complaint and therefore 

denies same.

29. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 29 of the Amended Complaint and therefore 

denies same.

30. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 30 of the Amended Complaint and therefore 

denies same.

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31. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 31 of the Amended Complaint and therefore 

denies same.

32. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 32 of the Amended Complaint and therefore 

denies same.

33. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 33 of the Amended Complaint and therefore 

denies same.

34. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 34 of the Amended Complaint and therefore 

denies same.

35. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 35 of the Amended Complaint and therefore 

denies same.

36. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 36 of the Amended Complaint and, therefore, denies same.

37. Paragraph 37 includes legal conclusions regarding jurisdiction and venue to which

no response is required. Defendant is without sufficient knowledge to form a belief as to the truth 

of the remaining allegations contained in paragraph 37 of the Amended Complaint and therefore 

denies same.

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38. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 38 of the Amended Complaint and therefore 

denies same.

39. Defendant denies the allegations in paragraph 39 of the Amended Complaint

40. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 40 of the Amended Complaint and, therefore, denies same.

41. Defendant denies the allegations in paragraph 41 of the Amended Complaint.

42. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 42 of the Amended Complaint and, therefore, denies same.

43. Defendant denies the allegations in paragraph 43 of the Amended Complaint.

44. Defendant denies the allegations in paragraph 44 of the Amended Complaint.

45. Defendant denies the allegations in paragraph 45 of the Amended Complaint.

46. Defendant denies the allegations in paragraph 46 of the Amended Complaint.

47. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 47 of the Amended Complaint and, therefore, denies same.

48. Defendant denies the allegations in paragraph 48 of the Amended Complaint.

49. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 49 of the Amended Complaint and, therefore, denies same.

50. Defendant denies the allegations in paragraph 50 of the Amended Complaint and

only admits that the promissory notes referenced in this paragraph speak for themselves.

51. Defendant denies the allegations in paragraph 51 of the Amended Complaint and

only admits that the promissory notes referenced in this paragraph speak for themselves.

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52. Defendant admits that McElhone and Cole signed promissory notes issued by Par

Funding.

53. Defendant denies the allegations in paragraph 53 of the Amended Complaint and

only admits that the promissory notes referenced in this paragraph speak for themselves.

54. Defendant denies the allegations in paragraph 54 of the Amended Complaint and

only admits that the agreement referenced in this paragraph speak for itself.

55. Defendant denies the allegations in paragraph 55 of the Amended Complaint and

only admits that any agreement referenced in this paragraph speak for itself.

56. Defendant only admits that Defendant Vagnozzi had a Finders Agreement with Par 

Funding at one point in time but denies the remainder of the allegations contained in paragraph 56 

of the Amended Complaint.

57. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 57 of the Amended Complaint and therefore 

denies same.

58. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 58 of the Amended Complaint and therefore 

denies same.

59. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 59 of the Amended Complaint and therefore 

denies same.

60. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 60 of the Amended Complaint and therefore 

denies same.

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61. Defendant admits that Par Funding raised money through the sale of promissory

notes, but denies the remaining allegations contained in paragraph 61 of the Amended Complaint.

62. Defendant only admits that any subpoena issued by state regulators speaks for itself 

and denies the allegations in paragraph 62 of the Amended Complaint.

63. Defendant denies the allegations in paragraph 63 of the Amended Complaint.

64. Defendant only admits that Par Funding sold promissory notes to Agent Funds

beginning in 2018 but denies the allegations in paragraph 64 of the Amended Complaint.

65. Defendant denies the allegations in paragraph 65 of the Amended Complaint.

66. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 66 of the Amended Complaint and therefore denies same.

67. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 67 of the Amended Complaint and therefore denies same.

68. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 68 of the Amended Complaint and therefore denies same.

69. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 69 of the Amended Complaint and therefore denies same.

70. Defendant denies the allegations in paragraph 70 of the Amended Complaint.

71. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 71 of the Amended Complaint and therefore denies same.

72. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 72 of the Amended Complaint and therefore denies same.

73. Defendant denies the allegations contained in paragraph 73 of the Amended

Complaint.

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74. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 74 of the Amended Complaint and therefore denies same.

75. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 75 of the Amended Complaint and therefore denies same.

Defendant only admits that the Agent Guide referenced in this paragraph speaks for itself.

76. Defendant denies the allegations contained in paragraph 76 of the Amended

Complaint.

77. Defendant denies the allegations contained in paragraph 77 of the Amended

Complaint.

78. Defendant denies the allegations in paragraph 78 of the Amended Complaint.

79. Defendant denies the allegations in paragraph 79 of the Amended Complaint.

80. Defendant denies the allegations in paragraph 80 of the Amended Complaint.

81. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations in paragraph 81 of the Amended Complaint and therefore denies same.

82. Defendant denies the allegations in paragraph 82 of the Amended Complaint.

83. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 83 of the Amended Complaint and therefore 

denies same. Defendant denies the remaining allegations in paragraph 83 of the Amended 

Complaint.

84. Defendant denies the allegations in paragraph 84 of the Amended Complaint.

85. Defendant only admits that any agreement between Par and ABFP Management

speaks for itself and denies the remaining allegations in paragraph 85 of the Amended Complaint.

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86. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 86 of the Amended Complaint and therefore 

denies same.

87. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 87 of the Amended Complaint and therefore 

denies same.

88. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 88 of the Amended Complaint and therefore 

denies same. Defendant only admits that the PPM referenced in this paragraph speaks for itself.

89. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 89 of the Amended Complaint and therefore 

denies same. Defendant only admits that the PPM referenced in this paragraph speaks for itself.

90. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 90 of the Amended Complaint and therefore 

denies same. Defendant only admits that the PPM referenced in this paragraph speaks for itself.

91. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 91 of the Amended Complaint and therefore 

denies same.

92. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 92 of the Amended Complaint and therefore 

denies same.

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93. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 93 of the Amended Complaint and therefore 

denies same.

94. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 94 of the Amended Complaint and therefore 

denies same.

95. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 95 of the Amended Complaint and therefore 

denies same.

96. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 96 of the Amended Complaint and therefore 

denies same. Defendant only admits that any document referenced in this paragraph speaks for 

itself.

97. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 97of the Amended Complaint and therefore 

denies same.

98. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 98 of the Amended Complaint and therefore 

denies same.

99. Defendant only admits that Vagnozzi introduced Defendant at the November 21, 

2019, event referenced. However, Defendant denies the remainder of the allegations contained in

paragraph 99 of the Amended Complaint.

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100. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 100 of the Amended Complaint.

101. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 101 of the Amended Complaint.

102. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations not concerning the Defendant in paragraph 102 of the Amended Complaint and 

therefore denies same. 

103. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations not concerning the Defendant in paragraph 103 of the Amended Complaint and 

therefore denies same. 

104. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations not concerning the Defendant in paragraph 104 of the Amended Complaint and 

therefore denies same. 

105. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 105 of the Amended Complaint and

therefore denies same.

106. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 106 of the Amended Complaint and

therefore denies same.

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107. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 107 of the Amended Complaint and

therefore denies same.

108. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 108 of the Amended Complaint and

therefore denies same.

109. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 109 of the Amended Complaint and

therefore denies same.

110. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 110 of the Amended Complaint and

therefore denies same.

111. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 111 of the Amended Complaint and

therefore denies same.

112. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 112 of the Amended Complaint and

therefore denies same. Defendant denies the remaining allegations of this paragraph of the

Amended Complaint.

113. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 113 of the Amended Complaint and

therefore denies same.

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114. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 114 of the Amended Complaint and

therefore denies same. Defendant only admits that any filings made by Furman and Fidelis

Planning speak for themselves.

115. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 115 of the Amended Complaint and

therefore denies same.

116. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 116 of the Amended Complaint and

therefore denies same.

117. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 117 of the Amended Complaint and

therefore denies same.

118. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 118 of the Amended Complaint and

therefore denies same.

119. Defendant admits that he has spoken at public lunches and dinners organized by 

Gissas, but Defendant is without sufficient knowledge as to the remaining allegations in paragraph 

119 of the Amended Complaint and therefore denies same.

120. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 120 of the Amended Complaint and

therefore denies same.

121. Defendant denies the allegations in paragraph 121 of the Amended Complaint.

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122. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 122 of the Amended Complaint and

therefore denies same.

123. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 123 of the Amended Complaint and

therefore denies same.

124. Defendant only admits that the message referenced in paragraph 124 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 124 

of the Amended Complaint and therefore denies same.

125. Defendant only admits that the message referenced in paragraph 125 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 125 

of the Amended Complaint and therefore denies same.

126. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 126 of the Amended Complaint and

therefore denies same.

127. Defendant denies the allegations contained in paragraph 127 of the Amended

Complaint.

128. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 128 of the Amended Complaint and

therefore denies same.

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129. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 129 of the Amended Complaint and

therefore denies same.

130. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 130 of the Amended Complaint and

therefore denies same.

131. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 131 of the Amended Complaint and

therefore denies same.

132. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 132 of the Amended Complaint and

therefore denies same.

133. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 133 of the Amended Complaint and

therefore denies same.

134. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 134 of the Amended Complaint and

therefore denies same.

135. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 135 of the Amended Complaint and

therefore denies same.

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136. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 136 of the Amended Complaint and

therefore denies same.

137. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 137 of the Amended Complaint and

therefore denies same.

138. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 138 of the Amended Complaint and

therefore denies same.

139. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 139 of the Amended Complaint and

therefore denies same.

140. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 140 of the Amended Complaint and

therefore denies same.

141. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 141 of the Amended Complaint and

therefore denies same.

142. Defendant denies the allegations contained in paragraph 142 of the Amended

Complaint.

143. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 143 of the Amended Complaint and

therefore denies same.

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144. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 144 of the Amended Complaint and

therefore denies same.

145. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations in paragraph 145 of the Amended Complaint and therefore denies same.

146. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations in paragraph 146 of the Amended Complaint and therefore denies same.

147. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 147 of the Amended Complaint and

therefore denies same.

148. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 148 of the Amended Complaint and

therefore denies same.

149. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 149 of the Amended Complaint and

therefore denies same.

150. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 150 of the Amended Complaint and

therefore denies same.

151. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 151 of the Amended Complaint and

therefore denies same.

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152. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 152 of the Amended Complaint and

therefore denies same.

153. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 153 of the Amended Complaint and

therefore denies same.

154. Defendant denies the allegations contained in paragraph 154 of the Amended

Complaint.

155. Defendant denies the allegations contained in paragraph 155 of the Amended

Complaint.

156. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 156 of the Amended Complaint.

157. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 157 of the Amended Complaint.

158. Defendant only admits that the brochure referenced in paragraph 158 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 158 

of the Amended Complaint and therefore denies same.

159. Defendant only admits that the brochure referenced in paragraph 159 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

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sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 159 

of the Amended Complaint and therefore denies same.

160. Defendant only admits that the brochure referenced in paragraph 160 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 160 

of the Amended Complaint and therefore denies same.

161. Defendant only admits that the brochure referenced in paragraph 161 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 161 

of the Amended Complaint and therefore denies same.

162. Defendant admits that he has discussed Par Funding’s underwriting process with

potential investors during one-on-one meetings, but is without knowledge as to the intended scope 

of “solicitation events” and therefore denies that portion of the allegation in paragraph 162 of the 

Amended Complaint.

163. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 163 of the Amended Complaint.

164. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 164 of the Amended Complaint.

165. Defendant denies the allegations contained in paragraph 165 of the Amended

Complaint.

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166. Defendant denies the allegations contained in paragraph 166 of the Amended

Complaint.

167. Defendant denies the allegations contained in paragraph 167 of the Amended 

Complaint.

168. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 168 of the Amended Complaint and, therefore, denies same.

169. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 169 of the Amended Complaint and, therefore, denies same.

170. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 170 of the Amended Complaint and, therefore, denies same.

171. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 171 of the Amended Complaint and, therefore, denies same.

172. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 172 of the Amended Complaint and, therefore, denies same.

173. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 173 of the Amended Complaint and, therefore, denies same.

174. Defendant denies the allegations contained in paragraph 174 of the Amended

Complaint.

175. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 175 of the Amended Complaint and, therefore, denies same.

176. Defendant denies the allegations contained in paragraph 176 of the Amended

Complaint.

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177. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 177 of the Amended Complaint and, therefore, denies same.

178. Defendant denies the allegations contained in paragraph 178 of the Amended

Complaint.

179. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 179 of the Amended Complaint and, therefore, denies same.

180. Defendant denies the allegations contained in paragraph 180 of the Amended

Complaint.

181. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 181 of the Amended Complaint.

182. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 182 of the Amended Complaint and, therefore, denies same.

183. Defendant denies the allegations contained in paragraph 183 of the Amended

Complaint.

184. Defendant denies the allegations contained in paragraph 184 of the Amended

Complaint.

185. Defendant denies the allegations contained in paragraph 185 of the Amended

Complaint.

186. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations in paragraph 186 of the Amended Complaint and therefore denies same.

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187. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 187 of the Amended Complaint.

188. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 188 of the Amended Complaint.

189. Defendant is without an independent recollection of the statements attributed to him 

and therefore denies same. Additionally, Defendant denies the remainder of the allegations 

contained in paragraph 189 of the Amended Complaint.

190. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 190 of the Amended Complaint and

therefore denies same.

191. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 191 of the Amended Complaint and, therefore, denies same.

192. Defendant denies the allegations contained in paragraph 192 of the Amended

Complaint.

193. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 193 of the Amended Complaint and, therefore, denies same.

194. Defendant denies the allegations contained in paragraph 194 of the Amended

Complaint.

195. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 195 of the Amended Complaint and

therefore denies same.

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196. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 196 of the Amended Complaint and, therefore, denies same.

197. Defendant denies the allegations contained in paragraph 197 of the Amended

Complaint.

198. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 198 of the Amended Complaint and

therefore denies same.

199. Defendant denies the allegations contained in paragraph 199 of the Amended

Complaint.

200. Defendant denies the allegations contained in paragraph 200 of the Amended

Complaint.

201. Defendant denies the allegations contained in paragraph 201 of the Amended

Complaint.

202. Defendant denies the allegations contained in paragraph 202 of the Amended

Complaint.

203. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 203 of the Amended Complaint and, therefore, denies same.

204. Defendant only admits that the brochure speaks for itself. Additionally, Defendant 

denies the remainder of the allegations contained in paragraph 204 of the Amended Complaint.

205. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 205 of the Amended Complaint and, therefore, denies same.

206. Defendant denies the allegations contained in paragraph 206 of the Amended

Complaint.

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207. Defendant denies the allegations contained in paragraph 207 of the Amended

Complaint.

208. Defendant denies the allegations contained in paragraph 208 of the Amended 

Complaint.

209. Defendant denies the allegations contained in paragraph 209 of the Amended

Complaint.

210. Defendant denies the allegations contained in paragraph 210 of the Amended

Complaint.

211. Defendant denies the allegations contained in paragraph 211 of the Amended

Complaint.

212. Defendant denies the allegations contained in paragraph 212 of the Amended

Complaint.

213. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 213 of the Amended Complaint and

therefore denies same.

214. Defendant denies the allegations contained in paragraph 214 of the Amended 

Complaint.

215. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 215 of the Amended Complaint and

therefore denies same.

216. Defendant denies the allegations contained in paragraph 216 of the Amended

Complaint.

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217. Defendant denies the allegations contained in paragraph 217 of the Amended

Complaint.

218. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 218 of the Amended Complaint and, therefore, denies same.

219. Defendant denies the allegations contained in paragraph 219 of the Amended

Complaint.

220. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 220 of the Amended Complaint and, therefore, denies same.

221. Defendant denies the allegations contained in paragraph 221 of the Amended

Complaint.

222. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 222 of the Amended Complaint and

therefore denies same.

223. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 223 of the Amended Complaint and

therefore denies same.

224. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 224 of the Amended Complaint and

therefore denies same.

225. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 225 of the Amended Complaint and

therefore denies same.

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226. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 226 of the Amended Complaint and, therefore, denies same.

227. Defendant denies the allegations contained in paragraph 227 of the Amended

Complaint.

228. Defendant only admits that the Order referenced in paragraph 228 of the Amended 

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 228 of the 

Amended Complaint and therefore denies same.

229. Defendant only admits that the Order referenced in paragraph 229 of the Amended 

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 229 of the 

Amended Complaint and therefore denies same.

230. Defendant denies the allegations contained in paragraph 230 of the Amended

Complaint.

231. Defendant only admits that the Order referenced in paragraph 231 of the Amended 

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 231 of the 

Amended Complaint and therefore denies same.

232. Defendant denies the allegations contained in paragraph 232 of the Amended

Complaint.

233. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 233 of the Amended Complaint and

therefore denies same.

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234. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 234 of the Amended Complaint and, therefore, denies same.

235. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 235 of the Amended Complaint and, therefore, denies same.

236. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 236 of the Amended Complaint and, therefore, denies same.

237. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 237 of the Amended Complaint and, therefore, denies same.

238. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 238 of the Amended Complaint and, therefore, denies same.

239. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 239 of the Amended Complaint and, therefore, denies same.

240. Defendant is without sufficient knowledge to form a belief as to the truth of the 

allegations contained in paragraph 240 of the Amended Complaint and, therefore, denies same.

241. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 241 of the Amended Complaint and

therefore denies same.

242. Defendant only admits that the document referenced in paragraph 242 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the allegations not concerning the Defendant 

in paragraph 242 of the Amended Complaint and therefore denies same.

243. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 243 of the Amended Complaint and, therefore, denies same.

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244. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 244 of the Amended Complaint and

therefore denies same.

245. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 245 of the Amended Complaint and, therefore, denies same.

246. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 246 of the Amended Complaint and

therefore denies same.

247. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 247 of the Amended Complaint and

therefore denies same.

248. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 248 of the Amended Complaint and

therefore denies same.

249. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 249 of the Amended Complaint and

therefore denies same.

250. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 250 of the Amended Complaint and

therefore denies same.

251. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 251 of the Amended Complaint and

therefore denies same.

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252. Defendant only admits that the article referenced in paragraph 252 of the Amended 

Complaint speaks for itself and denies any inconsistent allegations. Defendant is without sufficient 

knowledge to form a belief as to the truth of the remaining allegations in paragraph 252 of the 

Amended Complaint and therefore denies same.

253. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 253 of the Amended Complaint and

therefore denies same.

254. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 254 of the Amended Complaint and

therefore denies same.

255. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 255 of the Amended Complaint and

therefore denies same.

256. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 256 of the Amended Complaint and

therefore denies same.

257. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 257 of the Amended Complaint and

therefore denies same.

258. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 258 of the Amended Complaint and

therefore denies same.

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259. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 259 of the Amended Complaint and

therefore denies same.

260. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 260 of the Amended Complaint and

therefore denies same.

261. Defendant only admits that the documents referenced in paragraph 261 of the

Amended Complaint speak for themselves and denies any inconsistent allegations. Defendant is

without sufficient knowledge to form a belief as to the truth of the remaining allegations in

paragraph 261 of the Amended Complaint and therefore denies same.

262. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations contained in paragraph 262 of the Amended Complaint and, therefore, denies same.

263. Defendant is without sufficient knowledge to form a belief as to the truth of the

allegations not concerning the Defendant in paragraph 263 of the Amended Complaint and

therefore denies same.

264. Defendant only admits that the website referenced in paragraph 264 of the

Amended Complaint speaks for itself and denies any inconsistent allegations. Defendant is without 

sufficient knowledge to form a belief as to the truth of the remaining allegations in paragraph 264 

of the Amended Complaint and therefore denies same.

265. Defendant denies the allegations contained in paragraph 265 of the Amended

Complaint.

266. Defendant denies the allegations contained in paragraph 266 of the Amended

Complaint.

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COUNT I

267. Defendant denies the allegations contained in paragraph 267 of the Amended

Complaint.

268. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

269. Defendant denies the allegations contained in paragraph 269 of the Amended

Complaint.

270. Defendant denies the allegations contained in paragraph 270 of the Amended

Complaint.

COUNT II

271. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

272. Defendant denies the allegations contained in paragraph 272 of the Amended

Complaint.

273. Defendant denies the allegations contained in paragraph 273 of the Amended

Complaint.

COUNT III

274. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set 

forth herein.

275. Defendant denies the allegations contained in paragraph 275 of the Amended

Complaint.

276. Defendant denies the allegations contained in paragraph 276 of the Amended

Complaint.

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COUNT IV

277. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

278. Defendant denies the allegations contained in paragraph 278 of the Amended

Complaint.

279. Defendant denies the allegations contained in paragraph 279 of the Amended

Complaint.

COUNT V

280. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

281. Defendant denies the allegations contained in paragraph 281 of the Amended

Complaint.

282. Defendant denies the allegations contained in paragraph 282 of the Amended

Complaint.

COUNT VI

283. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

284. Defendant denies the allegations contained in paragraph 284 of the Amended

Complaint.

285. Defendant denies the allegations contained in paragraph 285 of the Amended

Complaint.

COUNT VII

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286. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

287. Defendant denies the allegations contained in paragraph 287 of the Amended

Complaint.

288. Defendant denies the allegations contained in paragraph 288 of the Amended

Complaint.

289. Defendant denies the allegations contained in paragraph 289 of the Amended

Complaint.

COUNT VIII

290. Defendant repeats and re-alleges paragraphs 1 through 267, inclusive, as if fully set

forth herein.

291. This allegation is not directed at Defendant, and therefore, no response is required

from Defendant; otherwise denied.

292. This allegation is not directed at Defendant, and therefore, no response is required

from Defendant; otherwise denied.

293. This allegation is not directed at Defendant, and therefore, no response is required

from Defendant; otherwise denied.

294. This allegation is not directed at Defendant, and therefore, no response is required

from Defendant; otherwise denied.

RELIEF REQUESTED

Defendant denies that he committed the violations alleged and that the Commission is

entitled to any relief set forth in this section.

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GENERAL DENIAL

Defendant generally denies all allegations of the Amended Complaint except for such 

allegations as are explicitly and specifically admitted above.

AFFIRMATIVE DEFENSES

In further response to the Amended Complaint, Defendant asserts the following defenses.

The denomination of any matter below as a defense is not an admission that Defendant bears the

burden of persuasion, burden of proof, or burden of producing evidence with respect to any such

matter.

FIRST DEFENSE

(Good faith)

Plaintiff’s claims are barred in whole or in part because Defendant acted at all times in

good faith and/or did not know, and in the exercise of reasonable care could have known, or had

any reasonable grounds to believe, that any misstatements or omissions of material fact existed in 

any statements, reports, and/or filings allegedly issued or uttered by Defendant. Defendant also 

relied upon competent personnel to assist him in making reasonable and informed decisions.

SECOND DEFENSE

(Reliance on other Professionals and Experts)

In executing or authorizing the execution and/or publication of any document containing

the statements complained of in the Amended Complaint, Defendant was entitled to, and did,

reasonably and in good faith, rely upon the work and conclusions of other professionals and

experts.

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THIRD DEFENSE

(Request for Disgorgement Not a Proper Remedy)

Plaintiff cannot seek disgorgement in violation of Liu v. SEC, 140 S.Ct. 1936, 1940 (2020). 

Amended Complaint at 56 (D.E. 119). In Liu, the Court held that a disgorgement award is only 

permissible under the SEC’s authority if it “does not exceed a wrongdoer’s net profits and is 

awarded for victims.” Id. (emphasis added). Disgorgement cannot be used to collect money to be 

paid into the U.S. treasury; it can only be used to award victims. SEC v. Penn, No. 14-CV-581 

(VEC), 2021 WL 1226978, at *13 (S.D.N.Y. Mar. 31, 2021). Plaintiff’s disgorgement request is 

barred in whole or in part to the extent Plaintiff seeks to disgorge funds in violation of the law and 

binding Supreme Court precedent.

FOURTH DEFENSE

(Good-Faith Reliance on Counsel)

Plaintiff's claims are barred, in whole or in part, by virtue of Defendant’s good-faith 

reliance on counsel. Defendant did not act with the requisite mental state that Plaintiff must prove, 

and the Court should decline to issue the equitable relief sought by Plaintiff, because his following 

of the advice of his counsel is inconsistent with the Plaintiff’s allegations of violations of the 

federal securities laws and the relief sought. Defendant made a full and complete good faith report 

of all materials facts to counsel that he considered competent, received the attorneys’ advice as to 

the specific course of conduct that was followed, and reasonably relied on that advice in good 

faith.

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FIFTH DEFENSE

(Right to Assert Additional Defenses)

Additional facts may be revealed by future discovery which support additional affirmative

defenses presently available to, but unknown to, Defendant. Therefore, Defendant reserves the

right to assert additional defenses in the event that investigation and discovery indicate that

additional defenses are appropriate.

JURY DEMAND

Defendant hereby requests a trial by jury on all claims and defenses in this action.

Attorney’s Fees and Costs

Defendant has retained the undersigned attorneys and agreed to pay undersigned counsel

reasonable fees for their services. In the event he prevails, Defendant is entitled to an award of its

reasonable attorney’s fees and costs incurred in the defense of this matter, as are allowed by

applicable law.

***

WHEREFORE, Defendant Perry Abbonizio prays for judgment as follows:

A. That Plaintiff takes nothing by its Amended Complaint;

B. That the Amended Complaint be dismissed, with prejudice, and judgment entered in 

favor of Defendant;

C. For costs of suit;

D. That Defendant recover costs and expenses incurred in defending this action, including 

reasonable attorneys’ fees, as are allowed by applicable law; and

E. For such other and further relief as this Court deems just and proper.

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Date: August 20, 2021

Respectfully submitted,

/s/ Jeffrey E. Marcus

Jeffrey E. Marcus

Fla Bar No. 310890

Jason L. Mays

Florida Bar No. 106495

Brandon S. Floch

Florida Bar No. 125218

MARCUS NEIMAN RASHBAUM & 

PINEIRO LLP 

2 South Biscayne Boulevard, Suite 1750

Miami, Florida 33131

Telephone: (305) 400-4260

jmarcus@mnrlawfirm.com 

Counsel for Perry S. Abbonizio

CERTIFICATE OF SERVICE

I hereby certify that on August 20, 2021, a true and correct copy of the foregoing was 

served via CM/ECF on all counsel or parties of record.

By: /s/ Jeffrey E. Marcus

Jeffrey E. Marcus

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