ADMINISTRATIVE PROCEEDING
File No. 3-21548

August 7, 2023 - The Securities and Exchange Commission today charged a New Jersey-based investment adviser with raising $1.65 million from his advisory clients and other investors then misusing more than $375,000 of the funds.  The SEC previously charged the adviser, Jeffrey Sica, and his firm, Sica Wealth Management, LLC, with failing to adequately disclose conflicts of interest to their advisory clients.

An order issued by the SEC today finds that Sica raised the $1.65 million from investors in CS Manager, LLC, which he controlled and which managed private funds that invested in real estate projects.  According to the order, Sica provided investors with offering materials stating that investor funds could be transferred to Sica Wealth, Sica, and a second Sica-owned investment adviser firm, Circle Squared Alternative Investments, LLC, to pay them for operational support they provided to CS Manager.  The order further finds that Sica then transferred most investor funds to the two firms and himself, but those transfers were inconsistent with the offering materials because they were not matched to specific costs of supporting CS Manager.  According to the order, more than $375,000 in investor money was used for purposes unrelated to CS Manager’s business.      

The order also charges Cheryl Costa, who was chief operating officer of both Sica Wealth and Circle Squared.  Under Sica’s direction, the order finds, Costa distributed the offering materials to some investors, executed the transfers of investor funds, and used transferred investor funds to pay operating expenses of Sica Wealth and Circle Squared that were unrelated to CS Manager.

Without admitting or denying the SEC’s findings, Sica, CS Manager, Sica Wealth, Circle Squared, and Costa consented to an order finding that they violated or caused violations of Section 17(a)(2) of the Securities Act of 1933 (“Securities Act”), Section 17(a)(3) of the Securities Act, and/or Section 206(2) of the Investment Advisers Act of 1940.  In addition, Sica, Sica Wealth, and Circle Squared agreed to pay a civil penalty of $175,000 as well as disgorgement of their ill-gotten gains, plus prejudgment interest, totaling approximately $410,000.  Costa agreed to pay a penalty of $35,000.  Additionally, Sica, Sica Wealth, Circle Squared, and Costa agreed to be censured.

The SEC’s investigation was conducted by Thomas Eme and Michael Foley of the San Francisco Regional Office.  An examination of Sica Wealth and Circle Squared led to the investigation and was conducted by David Eidelman, Jaclyn Karakaya, Krysia-Jo Cole, Rachel Lavery, and Gerard Sansobrino of the New York Regional Office.