SEC Bars Joel Castellanos for Unregistered Securities Sales

UNITED ST ATES OF AMERI CA Befo re the SECURITI ES AND E XCHANGE COM MISSION SECURITI ES EXCH ANGE ACT OF 1 934 Relea se No. 104937 / March 6, 2026 ADMINIST RATIVE PROCEE DING File No. 3- 22611 In th e Mat ter o f JOEL CASTELLAN OS, Respo ndent. ORDER I NSTITUT ING PUBLIC ADMINIST RATIVE PROCEE DINGS PURSUANT TO SECT ION 15(b) (6) OF THE SE CURITIES EXCHANG E ACT OF 1934, MAKING FI NDINGS, AND IMPOSING REMEDI AL S ANCTIONS I. The Securities and Exchange Commiss ion (“Com mission”) deems i t appro priate and in th e public interest th at public administrative pro ceedings be, and hereby a re, instit uted pursuant to Section 15(b) (6) of the Securiti es Exchange A ct of 1934 (“Exch ange Act”) against J oel C ast ella nos (“ Castellanos ” or “Res pondent”). II. In anticipation o f the insti tution of thes e proceedings, Respondent has submitted an O ffer of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of these p roceedings and any other p roceedings br ought by or on b e hal f of th e Commission, or t o which the Commi ssion is a part y, and without admitting or denying th e findings herein, except as to the Comm ission’s jurisdi ction over him an d the subj ect matter of thes e proceedings and th e findings cont ained in paragrap h III.2 below, which are admitted, Re spondent consents to the entry of this Order Instituting Pub l ic Administrative Pro ceedings Pursu ant to Section 15(b) (6) of the Securiti es Exchange A ct of 1934, Making Findings, a nd Imposing Remedi al S ancti ons (“Or der”), as s et fo rth b elo w.

2 III. On the basis of t his Order and Respondent ’s Offer, the Commissi on finds that: 1. Castellanos was a boar d member and sale s agent f or MJ Capi tal Fundi ng, LLC (“MJ Cap ita l”). A t all r ele vant t imes, Caste llano s was not regi stered as a broke r or assoc iated wi th a broker - dea ler regist er ed with the Commission pur suant to Section 15(a) of the Exchange A ct. Castellanos, 3 2 year s old, is a resid ent o f T amara c, Flor ida. 2. On Februa ry 25, 202 6, a final judgm ent was entered by c onsent against C astel lanos, permanently enjoi ning him from futu re violations of Sections 5 (a) and 5(c) of the Securities Act of 1933 (“Securiti es Act”), and Sect ion 15(a)(1) of the Exch ange A ct, as s et fo rth i n the judgment enter ed in the c ivil action entitle d Securities and Ex change Commissi on v. Jo el Cas tel lano s, Civil Action Number 0:26 - cv - 60495 - AHS, in the United States District Court for the Southern District of Florid a. 3. The Commission’s complaint alleged that f rom at l east J une 2020 through August 2021, Castellanos p ersonally, and through hi s team of about 42 sales agents, solicited and rai sed a t least $ 25.2 million from over 1,222 inv es tor s thr oug h sales of s ecu rities in u nregi ster ed trans actio ns is sued by M J Cap ital. Th e securities sold to investors we re in th e form o f “M erch ant Cash Ad van ce Ag reem ents.” Cas tell anos told investors that thei r money wo uld be used to m ake small busin ess l oans call ed Merch ant C ash Ad van ces and, in exchange, they would re ceive returns of 10% per mont h along with the return of their pri ncipal investm ent. Castell anos receiv ed trans actio n - based compen sation in the form of commis sions from MJ C apital based on th e sales of its securities. IV. In view of th e foregoing, the Comm ission deems it appropriate and in the pu blic interest to impose the sanction s agreed to in R espondent C astel lanos ’ Of fer. Accordingly, it is h ereby ORDER ED pursuant to S ecti on 1 5(b)(6) o f th e Exc hang e Act that Respondent Castellanos be, a nd hereby is: barred from associ ation w ith any broker, de aler, inv estment adviser, m unicipal se curities dealer, municipal advisor, t ransfer agent, or nationally re cognized statisti cal rating organization. Any application for reentr y by the Responde nt will be made to the approp riate self - regulatory organi zation, or if th ere is none, t o the Comm ission by cont acting the Divisi on of Enforc ement ’s Offi ce of Chief C ouns el at E NF - Reentry@sec.gov, and will be subj ect to the applicable laws a nd regulations go verning the reentry proc ess. Reentry m ay be condition ed upon a number of facto rs, including, but not limited to, compliance with the Commissi on’s order and payment of any or all of t he following: (a) any disgorgement o r civil penalti es ordered by a Court against the Respon dent in any action brought b y the Commi ssion; (b) any ar bitrat ion awar d rel ated

3 to the conduct that served as the basis for the Commission order; (c) any s elf - regulator y organization arbitration award to a customer, w hether or not r elated to the conduct that s erved as the basis for the Commission order; and (d) any restitution ord er by a self - regulatory organization, whether or not r elated to the condu ct that serve d as the b asis for the Commi ssion order. By the Commission. Vanessa A. Count ryman Secret ary