SEC v. W ALL STREET CAPITAL FUNDING LLC; PHHA CARDWELL; ROY COBELL; and AARON HIM, No. 1:11-cv-20413, Southern District of Florida (Oct. 13, 2011) — Judgment
raw: DEFENDANT W ALL STREET CAPITAL FUNDG G LLC
DEFENDANT W ALL STREET CAPITAL FUNDG G LLC, No. 1:11-cv-20413 (Oct. 13, 2011)
Wall Street Capital Funding LLC consented to a final judgment by the SEC, permanently enjoined from promoting unqualified stocks, engaging in broker-dealer activities without compliance with listing and market cap requirements, and violating Sections 10(b) and 17(a) of the securities laws through fraudulent or deceptive practices, without admitting or denying the allegations beyond jurisdiction.
The U.S. Securities and Exchange Commission secured a final judgment against Wall Street Capital Funding LLC (WSCF) for securities fraud involving the illegal promotion of unqualified stocks. WSCF was permanently enjoined from engaging in broker-dealer activities, promoting or profiting from any stock unless it was listed on a national exchange and had a market capitalization of at least $50 million for 90 consecutive days, and from violating Sections 10(b) and 17(a) of the federal securities laws by employing schemes to defraud, making material misstatements, or engaging in deceptive practices. WSCF consented to the judgment without admitting or denying the allegations (except as to jurisdiction), waived appeals and findings of fact, and agreed to comply with all undertakings in the consent decree, with the court retaining jurisdiction for enforcement.
Wall Street Capital Funding LLC (WSCF) consented to a final judgment by the U.S. Securities and Exchange Commission (SEC) without admitting or denying the allegations of securities fraud, except as to jurisdiction, which it acknowledged. The court permanently enjoined WSCF from directly or indirectly engaging in broker-dealer activities, promoting, advertising, or marketing any stock unless it met specific criteria: listing on a national exchange and a market capitalization of at least $50 million for 90 consecutive days (a 'Qualified Stock'), and from deriving compensation from such activities involving non-compliant issuers. WSCF was also barred from violating Sections 10(b) and 17(a) of the federal securities laws by employing any device, scheme, or artifice to defraud; making untrue or misleading statements of material fact; or engaging in any practice that operated as a fraud or deceit. The company waived all rights to appeal, findings of fact, conclusions of law, and any claim to attorney fee reimbursement, and agreed to comply fully with the undertakings in its consent decree. The SEC retained jurisdiction over the matter to enforce the judgment, and WSCF was required to submit an affidavit within 14 days confirming receipt of the judgment. The judgment also implicitly subjected WSCF to potential statutory disqualification from self-regulatory organizations and precluded any immunity from criminal liability. All agents, employees, and persons in active concert with WSCF who received notice were similarly bound by the injunctions.
Extracted insights
- $50K $50,000 $10K–$100K
- agency Securities and Exchange Commission
- organization Securities and Exchange Commission
- Securities and Exchange Commission filed a Complaint against Wall Street Capital Funding LLC, Phha Cardwell, Roy Cobell, and Aaron Him
- Wall Street Capital Funding LLC consented to the Court's jurisdiction over itself and the subject matter of this action
- Wall Street Capital Funding LLC was permanently restrained and enjoined from engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing purchase or sale of any stock unless it is a Qualified Stock
- Wall Street Capital Funding LLC was permanently restrained and enjoined from promoting, advertising, or marketing any issuer of any stock unless it is a Qualified Stock
- Wall Street Capital Funding LLC was permanently restrained and enjoined from violating Section 10(b) of the Exchange Act and Rule 10b-5 by using means of interstate commerce to defraud, make untrue statements, or engage in deceptive acts
- Wall Street Capital Funding LLC was permanently restrained and enjoined from violating Section 17(a) of the Securities Act by using interstate commerce or mails in the offer or sale of any security to employ devices to defraud
UNITED STATES DISN CT COURT SOUTHERN DISY CT OF FLOO A CASE NO. II-ZO4INCW .GRAHAM /GOODM AN SECURITY S M D EXCHANGE COMV SSION , Plaintië VS. W ALL STREET CAPITAL FUNDING LLC , PHHA CARDW ELL. ROY CO BELL . and AARON HIM !, Defendants. / F G AL JUDGG NT AS TO DEFENDANT W ALL STREET CAPITAL FUNDG G LLC The Securhies and Exclmnge Commission having filed a Complaint , and Defendant W all Sleet Capital Funding LLC (ç$WSCF'') having entered a general appearance', consented to the Court' s jurisdidion over itself and the subjed matl er of this action; consented to entry of this Final Judgment without admitting or denying the allegations of the Complaint (except as to jurisdidionl; waived findings of fad and conclusions of Iaw; and waived any right to appeal from this Final Judgment: L IT IS TIEREBY ORDERED, ADJIJDGED, AND DECQEED that , p ursuant to Sedion 201) of the Securities AG of 1933 Csecurities Act'') (l5 U.S.C. j 77% )) and Sedions 21(dX5) and 21(d)(6) of the Securities Exchange Act of 1934 rYxchange Act'') (15 U.S.C. j 78u(d)(5) and (6)1, WSCF and its agents, servants, employees, attomeys, and aII persons in adive concert or pm icipation with them w ho receive adual notice of this Final Judgment by personal seM ce or otherwise are permsnently restrained and enjoined from: (A) directly or indirectly engaging in activhies with a broker,dealer, or issuer for pum oses of issuing, trnding, or inducing or attemping to induce the purchase or sale of any stock unless it is (i) liste on a national x lHties exchsnge and (ii) has lud a markd capitalization of at least $50,000,* 00 for 90 consecutive days (a Goua liEed Stock''l', and (B) 9om dirtdly or indiredly promotinp adveësinp or marketmg any issuer of any stock lmless it is a Qualiled Stock', causing the promotiona advertisinp or marketing of any issuer of any stock tmless h is a Qualiled Stock; or deriving compen>tion 9om the promotion, advertising, or marketing of any issuer of any stock unless it is a Qualilled Stock. R IT IS FIJR'ITIER ORDERED, ADJIJDGED, AND DECREED tha t, pursuant to Section 21(d)(1) of the Exchange Ad (15 U.S.C. j 78u(d)(1)1 W SCF and its agents, servants, employees, attorneys, and all persons in adive concert or pm icipation with them who receivt acmal notice of this Final Judgment by personal serviœ or otherwise are permanently restrained and enjoined from violatinp diredly or indirectly, S edion 10*) of the Exchange Ad (l5 U.S.C. j 78j(b)) and Rule l0b-5 promulgated thereuàder (17 C.F.R. j 240.10b-5J, by using any means or instrumentality of inte- ate commerce, or of the mails, or of any facility of any national securities exchnnge, in connedion with the purchase or sale of any security or any securitpbased swap ap eement: ( a) to employ any device, scheme, or aro ce to defraud; (b) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the stateme< s made, in the light of the circum stnnces under which they were made, not misleading; or 2 (c) to engage in any act practice, or course of business which operates or would Operate as a Saud or deceit upon any person. IT IS FIJRTHER ORDERED, ADJUDGED. AND DEKREED that, pursuant to Section 20(b) of the Securities AG (15 U.S.C. j 77t( b)), W SCF and its agents, servants, employees, attom eys, and all persons in active concert or pnrticipation with them who receive actual notice of this Final Judgment by personal sewice or othexw ise are ently restrained and enjoined &om violating Section 17(a) of the Securities Act (15 U.S.C. j 77q(a)), by using any means or ins% mentality of tzxnp ortaéon or communication in interstate œ mmerce, or the mails, in the o/er or sale of any security or any sectzrity-based swap agrœ ment, diredly or indirectly: (a) to employ any device, scheme, or artifce to defr aud; (b) to obtain money or property by means of any untme sM ement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) to engage in any transadiow practice, or course of business which operates or would operate as a gaud or deceit upon the purcbnRer. IV. IT IS FIJRTHER ORDERED, ADJIJDGED, AND DECREED that the attached Consent of Defendant W all Stred Capital Funding LLC is incorporated herein with the same force and elTec't as if fully set folh hereil and th at W SCF shall comply with a1l of the undertakings and av eements set forth therein. V. IT IS FURTHER ORDERED, ADJIJDGED, A.ND DEUREED that this Court shall retain jurisdidion of this matter for the purposes of enforcing the terms of this Final Judgment. çoî. ly zoj,D ated:SO O RE . tm l'1'O STATES Dl CT JUDGE 4 UNITED STATES DISTRIW COURT SOUM RN DISTRICT OF FLORD A CASE NO. II-ZO4INCW -G RAH AM /GOODM AN SECURITY S M D EXCHANGE COM M ISSION, Plaintië VS. W ALL STREET CAW TAL FUNDW G LLC, Plc D CARDW ELL. ROY CAO BELL, and AARON HTY , Defendants. / CONSENT OF DEFENDANT W ALL STREET CAPITAL FUNDW G LLC 1. Defendant Wall Stred Capital Funding LLC CWSCF') admits the Court's jurisdidion over itself and over the subject matter of this adion. Without admitting or denying the allegationsof the Conlplasnt (except as to personal and subject matter jurisdidiona which W SCF admits), W SCF hereby consents to the entry of the Final Judgment as to Defendant W all Strœt Capital Funding LLC in the form attached hereto (the V inal Judgmenf') and incomorated by reference herein, wllich, among other things: (a) Permanently restrains and enjoins WSCF: &om dire dly or indiredly engaging in activities with a broker, dealer. or issuer for purposes of issuing, tm ding, or inducing or attempting to induce the purchase or sale of any stock lxnless it is (i) listed on a national sœurities exchange and (ii) bit.q had a market capitalization of at least $50,000,0000 for 90 Gmsecutive days (a Goualified 5 Stock''),' and from diredly or indire ly promoting, adveësing, or marketing any issuer of any stock unless it is a Qualised Stock; causing the promotion, advertising, or markding of any issuer of any stock lmless it is a Qualified Stock; or deriving compensation âom the promotiona advertising, or marketing of any issuer of any stock unless it is a Qualilie Stock; and (b) permanently restrains and enjoins W SCF from violation of Sedion 17(a) of the Spnlrities Ad of 1933 Csenlrities Act'') (15 U.S.C. j 77q(a)), Sedion 101) of the Securities Exchange Ad of 1934 (ttExchange Ad'') (15 U.S.C. j 78j(b)J and Rule 10b-5 therennderll; C.F.R. j 240.10b-5J. W SCF waives the entry of Endings of fad and conclusi ons of law pursuant to3. Rule 52 of the Federal Rules of Civil Procedure. 4. Final Judgment. 5. WSCF waives the right, if any, to a jury trial and to appeàl âom the entry of the W SCF enters into tMs Consent voluntarily and represents that no threats, oFers, promises, or inducements of any kind have been made by the Commission or any member, om cer, employee, agent, or representative of the Com mission to induce W SCF to enter into this Consent. 6. W SCF agrees that this Consent shall be incom orated into the Final Judgm ent with the same force and efl-ect ms if fully set forth therein. 7. W SCF will not oppose the exorcement of the Final Judgment on the vound, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any objection based thereon. 8. W SCF waives service of the Final Judgm ent and ap' ees that ently of the Final 6 Judgment by the Court and sling with the Clerk of the Court will constitute notice to W SCF of its terms and conditions. W SCF further amees to prodde counsel for the Commissioq within fourteen (14) days aqer the Final Judgment is Eled with the Clerk of the Court, with an amdavit or declaration stating that W SCF bnK ree-ived and read a copy of the Final Jud> ent . 9 . Consistent with 17 C.F.R. 202.5(9, this Consent resolves only the claims asserted against W SCF in this civil proe- zing. W SCF acknowledges that no promise or representation has been made by the Commission or any member, oë cer, employee , agent, or representative of the Commission with regard to any criminal liability that may have arisen or may G Se 9om the fads underlying this action or immunity from any such criminal liability . W SCF waives any claim of Double Jeopardy based upon the settlement of this prorM inp including the imposition of any remedy or civil penalty herein. W SCF further acknowledges that the Court's entry of a permanent injundion may have collateral consmuences under feeral or state law and the rules and regulations of self-regulatory organizations, licensing boards, and other regulatory organizations. Such collateral consequences include. but are not limited to, a statutory disqualifkation with respec't to membership or parti cipation iny or association with a member ofl a self-regulatory organization. This statutory disqualilcation has consm uences that are separate from any sancwtion i>posed in an administrative proceeding. In additiol in any disciplinary proceeding before the Commission based on the entry of the injundion in this actionv W SCF understands that it shall not be permitted to contest the faM lal alleNtions of the Complaint in this nnlion. 10. W SCF understands and agrees to comply with the C ommission's policy dçnot to permit a defendant or respondent to consent to ajudnent or order lbnt imposes a sandion while denying the allegations in the complaint or order fo r proceedings . '' 17 C.F.R. j 202.5. ln compliance with this policy, WSCF apees: (i) not to take any action or to make or permit to be made any public statement denying, diredly or indir= ly, any allegation in the Complaint or creating the impression that the Complaint is without facmal basis; and (ii) that upon the sling of this Consent, W SCF will be deemed to have withdrawn any papers fled in this adion to the extent that they deny any allegation in the Complaint. If W SCF breaches this areement , the Commission may petition the Court to vnrmte the Final Judgment and res-tore this nction to its adive docket. Nothing in this paravaph sleds W SCF'S: (i) testimonial obligations; or (ii) right to take legal or fae lal positions in litigation or o ther legal proc-zings in which the Commission is not a party. 11. W SCF hereby waives any rights under tbe F..- 1 Access to Justice Act , the Small Business Regulatory Enforcement Fairness Ad of 1996 , or any other provision of law to seek from the United States, or any agency, or any oë cial of the United States acting in his or her om cial capacity, directly or indiredly, reimbursement of attorney's fees or other fees , expenses, or costs expended by W SCF to defend against this nction. For these purpoxs, W SCF v ees that it is not the prevailing party in tbis adion since the parties have reached a good faith settlement . 1 2. W SCF agrees that the Commission may present the Final Judgment to the Coul for signature and entry without further notice. 8 13. W SCF ap ees that tMs pum ose of ee orcing the terms of the Final Judgment. Court shall retxin jurisdiction over tMs matter for the kb Qo 11D ated:WALL S T FUNDW G LLC By: . . . j Roy p bel 1 yo.xz. . o u, K -. '#- Pr ' ent cvst+-)a9 - 77 -G V - &3 NE 1 < St Suite 727 M iami, FL 33132 On Q b 2011 , Roy Campbell a person known to me, personally appear ed! before me and ac owledged executing the foregolng Consent w1t11 full authority to do so on behalf of W all Stred Capital Funding LLC as its President. Notary Public C ommission expires: q:* xN. ..r. . % xQN ! !*1 m X*lK51QN # DD 038971 ' z- EXPIREKAnI- 3 , 2014' ' Rn- nxwwypekag- io .. /jirA pproved as to fonù: Thomas L. Taylor 111 T he Taylor Law Om ces, P.C. 4550 Post Oak Place Dr. Ste. 241 Houstonv TX 77027 Tel: 713-626-5300 Fax: 713-402-6154 taylor@tltaylorlam com Attorneyfor Defendant Wall A eef Capital Funding LLC 9
UNITED STATES DISN CT COURT SOUTHERN DISY CT OF FLOO A CASE NO. II-ZO4INCW .GRAHAM /GOODM AN SECURITY S M D EXCHANGE COMV SSION , Plaintië VS. W ALL STREET CAPITAL FUNDING LLC, PHHA CARDW ELL. ROY CO BELL . and AARON HIM !, Defendants. / FG AL JUDGG NT AS TO DEFENDANT W ALL STREET CAPITAL FUNDG G LLC The Securhies and Exclmnge Commission having filed a Complaint, and Defendant W all Sleet Capital Funding LLC (ç$WSCF'') having entered a general appearance', consented to the Court' s jurisdidion over itself and the subjed matler of this action; consented to entry of this Final Judgment without admitting or denying the allegations of the Complaint (except as to jurisdidionl; waived findings of fad and conclusions of Iaw; and waived any right to appeal from this Final Judgment: L IT IS TIEREBY ORDERED, ADJIJDGED, AND DECQEED that , pursuant to Sedion 201) of the Securities AG of 1933 Csecurities Act'') (l5 U.S.C. j 77% )) and Sedions 21(dX5) and 21(d)(6) of the Securities Exchange Act of 1934 rYxchange Act'') (15 U.S.C. j 78u(d)(5) and (6)1, WSCF and its agents, servants, employees, attomeys, and aII persons in adive concert or pm icipation with them w ho receive adual notice of this Final Judgment by personal seM ce or otherwise are permsnently restrained and enjoined from: Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 1 of 9 (A) directly or indirectly engaging in activhies with a broker,dealer, or issuer for pum oses of issuing, trnding, or inducing or attemping to induce the purchase or sale of any stock unless it is (i) liste on a national x lHties exchsnge and (ii) has lud a markd capitalization of at least $50,000,* 00 for 90 consecutive days (a GoualiEed Stock''l', and (B) 9om dirtdly or indiredly promotinp adveësinp or marketmg any issuer of any stock lmless it is a Qualiled Stock', causing the promotiona advertisinp or marketing of any issuer of any stock tmless h is a Qualiled Stock; or deriving compen>tion 9om the promotion, advertising, or marketing of any issuer of any stock unless it is a Qualilled Stock. R IT IS FIJR'ITIER ORDERED, ADJIJDGED, AND DECREED that, pursuant to Section 21(d)(1) of the Exchange Ad (15 U.S.C. j 78u(d)(1)1 W SCF and its agents, servants, employees, attorneys, and all persons in adive concert or pm icipation with them who receivt acmal notice of this Final Judgment by personal serviœ or otherwise are permanently restrained and enjoined from violatinp diredly or indirectly, Sedion 10*) of the Exchange Ad (l5 U.S.C. j 78j(b)) and Rule l0b-5 promulgated thereuàder (17 C.F.R. j 240.10b-5J, by using any means or instrumentality of inte- ate commerce, or of the mails, or of any facility of any national securities exchnnge, in connedion with the purchase or sale of any security or any securitpbased swap ap eement: (a) to employ any device, scheme, or aro ce to defraud; (b) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the stateme< s made, in the light of the circum stnnces under which they were made, not misleading; or 2 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 2 of 9 (c) to engage in any act practice, or course of business which operates or would Operate as a Saud or deceit upon any person. IT IS FIJRTHER ORDERED, ADJUDGED. AND DEKREED that, pursuant to Section 20(b) of the Securities AG (15 U.S.C. j 77t(b)), W SCF and its agents, servants, employees, attom eys, and all persons in active concert or pnrticipation with them who receive actual notice of this Final Judgment by personal sewice or othexw ise are ently restrained and enjoined &om violating Section 17(a) of the Securities Act (15 U.S.C. j 77q(a)), by using any means or ins% mentality of tzxnp ortaéon or communication in interstate œ mmerce, or the mails, in the o/er or sale of any security or any sectzrity-based swap agrœ ment, diredly or indirectly: (a) to employ any device, scheme, or artifce to defraud; (b) to obtain money or property by means of any untme sM ement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) to engage in any transadiow practice, or course of business which operates or would operate as a gaud or deceit upon the purcbnRer. IV. IT IS FIJRTHER ORDERED, ADJIJDGED, AND DECREED that the attached Consent of Defendant W all Stred Capital Funding LLC is incorporated herein with the same force and elTec't as if fully set folh hereil and that W SCF shall comply with a1l of the undertakings and av eements set forth therein. Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 3 of 9 V. IT IS FURTHER ORDERED, ADJIJDGED, A.ND DEUREED that this Court shall retain jurisdidion of this matter for the purposes of enforcing the terms of this Final Judgment. çoî. ly zoj,Dated: SO O RE . tm l'1'O STATES Dl CT JUDGE 4 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 4 of 9 UNITED STATES DISTRIW COURT SOUM RN DISTRICT OF FLORD A CASE NO. II-ZO4INCW -G RAH AM /GOODM AN SECURITY S M D EXCHANGE COM M ISSION, Plaintië VS. W ALL STREET CAW TAL FUNDW G LLC, Plc D CARDW ELL. ROY CAO BELL, and AARON HTY , Defendants. / CONSENT OF DEFENDANT W ALL STREET CAPITAL FUNDW G LLC 1. Defendant Wall Stred Capital Funding LLC CWSCF') admits the Court's jurisdidion over itself and over the subject matter of this adion. Without admitting or denying the allegationsof the Conlplasnt (except as to personal and subject matter jurisdidiona which W SCF admits), W SCF hereby consents to the entry of the Final Judgment as to Defendant W all Strœt Capital Funding LLC in the form attached hereto (the V inal Judgmenf') and incomorated by reference herein, wllich, among other things: (a) Permanently restrains and enjoins WSCF: &om diredly or indiredly engaging in activities with a broker, dealer. or issuer for purposes of issuing, tm ding, or inducing or attempting to induce the purchase or sale of any stock lxnless it is (i) listed on a national sœurities exchange and (ii) bit.q had a market capitalization of at least $50,000,0000 for 90 Gmsecutive days (a Goualified 5 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 5 of 9 Stock''),' and from diredly or indire ly promoting, adveësing, or marketing any issuer of any stock unless it is a Qualised Stock; causing the promotion, advertising, or markding of any issuer of any stock lmless it is a Qualified Stock; or deriving compensation âom the promotiona advertising, or marketing of any issuer of any stock unless it is a Qualilie Stock; and (b) permanently restrains and enjoins W SCF from violation of Sedion 17(a) of the Spnlrities Ad of 1933 Csenlrities Act'') (15 U.S.C. j 77q(a)), Sedion 101) of the Securities Exchange Ad of 1934 (ttExchange Ad'') (15 U.S.C. j 78j(b)J and Rule 10b-5 therennderll; C.F.R. j 240.10b-5J. W SCF waives the entry of Endings of fad and conclusions of law pursuant to3. Rule 52 of the Federal Rules of Civil Procedure. 4. Final Judgment. 5. WSCF waives the right, if any, to a jury trial and to appeàl âom the entry of the W SCF enters into tMs Consent voluntarily and represents that no threats, oFers, promises, or inducements of any kind have been made by the Commission or any member, om cer, employee, agent, or representative of the Commission to induce W SCF to enter into this Consent. 6. W SCF agrees that this Consent shall be incom orated into the Final Judgm ent with the same force and efl-ect ms if fully set forth therein. 7. W SCF will not oppose the exorcement of the Final Judgment on the vound, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby waives any objection based thereon. 8. W SCF waives service of the Final Judgm ent and ap'ees that ently of the Final 6 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 6 of 9 Judgment by the Court and sling with the Clerk of the Court will constitute notice to W SCF of its terms and conditions. W SCF further amees to prodde counsel for the Commissioq within fourteen (14) days aqer the Final Judgment is Eled with the Clerk of the Court, with an amdavit or declaration stating that W SCF bnK ree-ived and read a copy of the Final Jud> ent. 9. Consistent with 17 C.F.R. 202.5(9, this Consent resolves only the claims asserted against W SCF in this civil proe- zing. W SCF acknowledges that no promise or representation has been made by the Commission or any member, oë cer, employee, agent, or representative of the Commission with regard to any criminal liability that may have arisen or may G Se 9om the fads underlying this action or immunity from any such criminal liability. W SCF waives any claim of Double Jeopardy based upon the settlement of this prorM inp including the imposition of any remedy or civil penalty herein. W SCF further acknowledges that the Court's entry of a permanent injundion may have collateral consmuences under feeral or state law and the rules and regulations of self-regulatory organizations, licensing boards, and other regulatory organizations. Such collateral consequences include. but are not limited to, a statutory disqualifkation with respec't to membership or participation iny or association with a member ofl a self-regulatory organization. This statutory disqualilcation has consm uences that are separate from any sancwtion i>posed in an administrative proceeding. In additiol in any disciplinary proceeding before the Commission based on the entry of the injundion in this actionv W SCF understands that it shall not be permitted to contest the faM lal alleNtions of the Complaint in this nnlion. 10. W SCF understands and agrees to comply with the Commission's policy dçnot to permit a defendant or respondent to consent to ajudn ent or order lbnt imposes a sandion while denying the allegations in the complaint or order for proceedings.'' 17 C.F.R. j 202.5. ln Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 7 of 9 compliance with this policy, WSCF apees: (i) not to take any action or to make or permit to be made any public statement denying, diredly or indir= ly, any allegation in the Complaint or creating the impression that the Complaint is without facmal basis; and (ii) that upon the sling of this Consent, W SCF will be deemed to have withdrawn any papers fled in this adion to the extent that they deny any allegation in the Complaint. If W SCF breaches this areement, the Commission may petition the Court to vnrmte the Final Judgment and res-tore this nction to its adive docket. Nothing in this paravaph sleds W SCF'S: (i) testimonial obligations; or (ii) right to take legal or fae lal positions in litigation or other legal proc-zings in which the Commission is not a party. 11. W SCF hereby waives any rights under tbe F..- 1 Access to Justice Act , the Small Business Regulatory Enforcement Fairness Ad of 1996, or any other provision of law to seek from the United States, or any agency, or any oë cial of the United States acting in his or her om cial capacity, directly or indiredly, reimbursement of attorney's fees or other fees, expenses, or costs expended by W SCF to defend against this nction. For these purpoxs, W SCF v ees that it is not the prevailing party in tbis adion since the parties have reached a good faith settlement. 12. W SCF agrees that the Commission may present the Final Judgment to the Coul for signature and entry without further notice. 8 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 8 of 9 13. W SCF ap ees that tMs pum ose of ee orcing the terms of the Final Judgment. Court shall retxin jurisdiction over tMs matter for the kb Qo 11Dated: WALL S T FUNDW G LLC By: . . . j Roy p bel 1 yo.xz. .o u, K -. '#- Pr ' ent cvst+-)a9 - 77 -G V - &3 NE 1 < St Suite 727 M iami, FL 33132 On Q b 2011 , Roy Campbell a person known to me, personally appeared! before me and ac owledged executing the foregolng Consent w1t11 full authority to do so on behalf of W all Stred Capital Funding LLC as its President. Notary Public Commission expires: q:* xN. ..r. . % xQN ! !*1 m X*lK51QN # DD 038971 ' z- EXPIREKAnI- 3, 2014' ' Rn- nxwwypekag- io ../jirA pproved as to fonù: Thomas L. Taylor 111 The Taylor Law Om ces, P.C. 4550 Post Oak Place Dr. Ste. 241 Houstonv TX 77027 Tel: 713-626-5300 Fax: 713-402-6154 taylor@tltaylorlam com Attorneyfor Defendant Wall A eef Capital Funding LLC 9 Case 1:11-cv-20413-DLG Document 50 Entered on FLSD Docket 10/13/2011 Page 9 of 9