2024-09-23 sec-litreleases judgment 286 KB 12,720 chars

SEC v. KRIS A. SWAFFER, No. 1:22-cv-1554, Northern District of Ohio (Sept. 23, 2024) — Judgment

raw: FINAL JUDGMENT AS TO DEFENDANT KRIS A. SW AFFER

FINAL JUDGMENT AS TO DEFENDANT KRIS A. SW AFFER, No. 1:22-cv-1554 (Sept. 23, 2024)

Caption
Securities and Exchange Commission v. Kris A. Swaffer, et al.
summary

Kris A. Swaffer entered a final judgment with the SEC, consenting to permanent injunctions and an officer-and-director bar for violations of the Securities Act and Exchange Act.

paragraph

The SEC obtained a final judgment against Kris A. Swaffer for fraudulent schemes involving untrue statements and the unregistered sale of securities. Swaffer is ordered to pay a total of $5,082,963, which includes a $2,250,000 civil penalty, $2,318,981 in disgorgement, and $513,982 in prejudgment interest. The court also imposed a permanent injunction against future securities law violations and a bar from serving as an officer or director of any reporting issuer.

narrative

The Securities and Exchange Commission obtained a final judgment against Kris A. Swaffer for violating Sections 10(b) and 17(a) of the Exchange Act and Section 5 of the Securities Act. Swaffer engaged in fraudulent schemes involving material omissions and the unregistered sale of securities. As part of the settlement, Swaffer consented to a permanent injunction against future violations of the Securities Act and Exchange Act. He is also prohibited from serving as an officer or director of any issuer that is required to file reports with the SEC. The financial terms of the judgment require Swaffer to pay a total of $5,082,963, consisting of a $2,250,000 civil penalty, $2,318,981 in disgorgement, and $513,982 in prejudgment interest. Swaffer entered this judgment without admitting or denying the allegations, though he waived his right to appeal.

Enriched metadata

Scheme
unregistered-securities (95%)
Court
Northern District of Ohio
Case No.
1:22-cv-1554
Outcome
settled
Disgorgement
$2,318,981
Civil penalty
$2,250,000
Classified unregistered-securities(confidence 95%). EDGAR detection: forms Form D/S-1· recall 41% / precision 30%. detection rule →
Statutes
15 U.S.C. § 78j15 U.S.C. § 77q(a)15 U.S.C. § 7715 U.S.C. § 77h15 U.S.C. § 78u(d)15 U.S.C. § 77t15 U.S.C. § 78115 U.S.C. § 77t(d)28 U.S.C. § 300128 U.S.C. § 196111 U.S.C. §52311 U.S.C. §523(a)Section 1 0(b ) of the Securities Exchange ActSection 1 0(b ) of the Securities Exchange ActSection 17(a) of the Securities ActSection 5 of the Securities ActSection 8 of the Securities ActSection 20(e) of the Securities ActSection 20(d) of the Securities Act
Parties
Securities and Exchange CommissionKRIS A. SWAFFER
Keywords
ordered adjudgedadjudged decreedfurther orderedfinalsecuritiesshallcivilactionorderedsecurities exchangefurtherexchangeadjudgeddecreedorder

Extracted insights

Dollar amounts 6
  • $5.08M $5,082,963 $1M–$10M
  • $2.32M $2,318,981 $1M–$10M
  • $2.25M $2,250,000 $1M–$10M
  • $676K $676,362 $100K–$1M
  • $514K $513,982 $100K–$1M
  • $150K $149,910 $100K–$1M
Entities 2
  • person Kris a. Swaffer
  • agency Securities and Exchange Commission
Triples 6
  • Securities And Exchange Commission filed a Complaint Kris a. Swaffer
  • Kris a. Swaffer consented to the Court's jurisdiction over Defendant and the subject matter of this action
  • Kris a. Swaffer waived findings of fact and conclusions of law any right to appeal from this Final Judgment
  • Court restrained and enjoined Kris a. Swaffer from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
  • Court restrained and enjoined Kris a. Swaffer from violating Section 17(a) of the Securities Act of 1933
  • Court restrained and enjoined Kris a. Swaffer from violating Section 5 of the Securities Act
Text layers
Extracted body text (12,720c)

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 
EASTERN DIVISION 
SECURITIES AND EXCHANGE 
COMMISSION, 
Plaintiff, 
V. 
KRIS A. SWAFFER, et al., 
Defendants. 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
_________________ ) 
Case No. 1:22-cv-1554 
Hon. Bridget Meehan Brem1an 
FINAL JUDGMENT AS TO DEFENDANT KRIS A. SW AFFER 
The Securities and Exchange Commission having filed a Complaint and Defendant Kris 
A. Swaffer ("Defendant"
) 
having entered a general appearance; consented to the Court's 
jurisdiction over Defendant and the subject matter of this action; consented to ently of this Final 
Judgment without admitting or denying the allegations of the Complaint (except as to 
jurisdiction and except as otherwise provided herein in paragraph VII
)
; waived findings of fact 
and conclusions of law; and waived any right to appeal from this Final Judgment: 
I. 
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 
permanently restrained and enjoined from violating, directly or indirectly, Section 1 0(b
) 
of the 
Securities Exchange Act of 1934 (the "Exchange Act"
) 
[15 U.S.C. § 78j(b
)
] and Rule l0b-5 
promulgated thereunder [17 C.F.R. § 240.l0b-5], by using any means or instrumentality of 
interstate commerce, or of the mails, or of any facility of any national securities exchange, in 
connection with the purchase or sale of any security: 
(a
) 
to employ any device, scheme, or artifice to defraud; 
Case: 1:22-cv-01554-BMB  Doc #: 49  Filed:  09/05/24  1 of 7.  PageID #: 359

(b) to make any untrue statement of a material fact or to omit to state a material fact 
necessary in order to make the statements made, in the light of the circumstances 
under which they were made, not misleading; or 
( c) to engage in any act, practice, or course of business which operates or would operate 
as a fraud or deceit upon any person. 
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 
Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 
participation with Defendant or with anyone described in (a). 
II. 
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 
is 
permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 
(the "Securities Act") [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 
means or instruments of transpo1iation or communication in interstate commerce or by use of the 
mails, directly or indirectly: 
(a) 
to employ any device, scheme, or miifice to defraud; 
(b) to obtain money or property by means of any untrue statement of a material fact or 
any omission of 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 transaction, practice, or course of business which operates or would 
operate as a fraud or deceit upon the purchaser. 
-
2 
-
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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 
Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 
receive actual notice of this Final Judgment by personal service or otherwise: 
(
a) Defendant's 
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 
participation with Defendant or with anyone described in (a). 
III. 
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 
is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. 
§ 77 e] by, directly or indirectly, in the absence of any applicable exemption: 
(a
) 
Unless a registration statement is in effect as to a security, making use of any means 
or instruments of transportation or communication in interstate commerce or of the 
mails to sell such security tlu·ough the use or medium of any prospectus or otherwise; 
(b) Unless a registration statement is in effect as to a security, carrying or causing to be 
carried through the mails or in interstate commerce, by any means or instruments of 
transportation, any such security for the purpose of sale or for delivery after sale; or 
( c) Making use of any means or instruments of transportation or communication in 
interstate conunerce or of the mails to offer to sell or offer to buy tlu·ough the use or 
medium of any prospectus or otherwise any security, unless a registration statement 
has been filed with the Commission as to such security, or while the registration 
statement is the subject of a refusal order or stop order or (prior to the effective date 
of the registration statement) any public proceeding or examination under Section 8 
of the Securities Act [15 U.S.C. § 77h]. 
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IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that, as provided 
in 
Federal 
Rule of Civil Procedure 
65( d)(2), the foregoing 
paragraph 
also binds the following 
who 
receive 
actual notice 
of this Final Judgment 
by personal 
service 
or otherwise: 
(a) Defendant's 
officers, 
agents, 
servants, 
employees, 
and attorneys; 
and (b) other persons 
in active concert 
or 
participation 
with Defendant 
or with anyone 
described 
in (a). 
IV. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that, pursuant 
to Section 
21(d)(2) 
of the Exchange 
Act [15 U.S.C. 
§ 78u(d)(2)] 
and Section 
20(e) of the Securities 
Act [15 
U.S.C. 
§ 77t( e)], Defendant 
is prohibited 
from acting 
as an officer 
or director 
of any issuer that 
has a class of securities 
registered 
pursuant 
to Section 
12 of the Exchange 
Act [15 U.S.C. 
§ 781] 
or that is required 
to file reports 
pursuant 
to Section 
15( d) of the Exchange 
Act [15 U .S.C. § 
78o(d)]. 
V. 
IT IS HEREBY 
FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that Defendant 
is liable for disgorgement 
of $2,318,981 
( of which 
Defendant 
is liable for $676,362, 
on a joint 
and several 
basis, with Relief Defendant 
Rosalyn 
K. Swaffer), 
representing 
net profits 
gained 
as 
a result of the conduct 
alleged 
in the Complaint, 
together 
with prejudgment 
interest 
thereon 
in 
the amount 
of$513,982 
(of which 
Defendant 
is liable for $149,910, 
on ajoint 
and several 
basis, 
with Relief 
Defendant 
Rosalyn 
K. Swaffer), 
and a civil penalty 
in the amount 
of $2,250,000 
pursuant 
to Section 
20(d) of the Securities 
Act [15 U.S.C. 
§ 77t(d)] 
and Section 
2l(d)(3) 
of the 
Exchange 
Act [15 U.S.C. 
§ 78u(d)(3)]. 
Defendant 
shall satisfy 
this obligation 
by paying 
$5,082,963 
to the Securities 
and Exchange 
Commission 
within 
30 days after entry of this Final 
Judgment. 
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Defendant 
may transmit 
payment 
electronically 
to the Commission, 
which 
will provide 
detailed 
ACH transfer/Fed 
wire instructions 
upon request. 
Payment 
may also be made directly 
from a bank account 
via Pay.gov 
through 
the SEC website 
at 
http://www
.sec.gov/about/offices/ofm
.htm. Defendant 
may also pay by certified 
check, 
bank 
cashier's 
check, 
or United 
States postal money 
order payable 
to the Securities 
and Exchange 
Commission, 
which 
shall be delivered 
or mailed 
to 
Enterprise 
Services 
Center 
Accounts 
Receivable 
Branch 
6500 South MacArthur 
Boulevard 
Oklahoma 
City, OK 73169 
and shall be accompanied 
by a letter identifying 
the case title, civil action 
number, 
and name of 
this Court; 
Kris A. Swaffer 
as a defendant 
in this action; 
and specifying 
that payment 
is made 
pursuant 
to this Final Judgment. 
Defendant 
shall simultaneously 
transmit 
photocopies 
of evidence 
of payment 
and case 
identifying 
information 
to the Commission's 
counsel 
in this action. 
By making 
this payment, 
Defendant 
relinquishes 
all legal and equitable 
right, title, and interest 
in such funds and no part 
of the funds shall be returned 
to Defendant. 
The Conunission 
may enforce 
the Court's 
judgment 
for disgorgement 
and prejudgment 
interest 
by using all collection 
procedures 
authorized 
by law, including, 
but not limited 
to, 
moving 
for civil contempt 
at any time after 30 days following 
entry of this Final Judgment. 
The Commission 
may enforce 
the Court's 
judgment 
for penalties 
by the use of all 
collection 
procedures 
authorized 
by law, including 
the Federal 
Debt Collection 
Procedures 
Act, 
28 U.S.C. 
§ 3001 
et seq., 
and moving 
for civil contempt 
for the violation 
of any Court orders 
issued 
in this action. 
Defendant 
shall pay post judgment 
interest 
on any amounts 
due after 30 
days of the entry of this Final Judgment 
pursuant 
to 28 U.S.C. 
§ 1961. The Commission 
shall 
-
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hold the funds, 
together 
with any interest 
and income 
earned 
thereon 
(
collectively, 
the "Fund"), 
pending 
further 
order of the Court. 
The Commission 
may propose 
a plan to distribute 
the Fund subject 
to the Court's 
approval. 
Such a plan may provide 
that the Fund shall be distributed 
pursuant 
to the Fair Fund 
provisions 
of Section 
308(a) 
of the Sarbanes-Oxley 
Act of 2002. The Court shall retain 
jurisdiction 
over the administration 
of any distribution 
of the Fund and the Fund may only be 
disbursed 
pursuant 
to an Order of the Court. 
Regardless 
of whether 
any such Fair Fund distribution 
is made, 
amounts 
ordered 
to be 
paid as civil penalties 
pursuant 
to this Judgment 
shall be treated 
as penalties 
paid to the 
government 
for all purposes, 
including 
all tax purposes. 
To preserve 
the deterrent 
effect of the 
civil penalty, 
Defendant 
shall not, after offset or reduction 
of any award 
of compensatory 
damages 
in any Related 
Investor 
Action 
based on Defendant's 
payment 
of disgorgement 
in this 
action, 
argue that he is entitled 
to, nor shall he fu1ther 
benefit 
by, offset or reduction 
of such 
compensato1y 
damages 
award by the amount 
of any part of Defendant's 
payment 
of a civil 
penalty 
in this action 
("Penalty 
Offset"). 
If the court in any Related 
Investor 
Action 
grants 
such a 
Penalty 
Offset, 
Defendant 
shall, within 
30 days after entry of a final order granting 
the Penalty 
Offset, 
notify the Conunission's 
counsel 
in this action and pay the amount 
of the Penalty 
Offset 
to the United 
States Treasury 
or to a Fair Fund, as the Conunission 
directs. 
Such a payment 
shall 
not be deemed 
an additional 
civil penalty 
and shall not be deemed 
to change 
the amount 
of the 
civil penalty 
imposed 
in this Judgment. 
For purposes 
of this paragraph, 
a "Related 
Investor 
Action" 
means 
a private 
damages 
action 
brought 
against 
Defendant 
by or on behalf 
of one or 
more investors 
based on substantially 
the same facts as alleged 
in the Complaint 
in this action. 
- 6 
-
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VI. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that the Consent 
is 
incorporated 
herein 
with the same force and effect as if fully set forth herein, 
and that Defendant 
shall comply 
with all of the undertakings 
and agreements 
set forth therein. 
VII. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that, solely for purposes 
of exceptions 
to discharge 
set forth in Section 
523 of the Bankruptcy 
Code, 
11 U.S.C. 
§523, the 
allegations 
in the complaint 
are true and admitted 
by Defendant, 
and fmther, 
any debt for 
disgorgement, 
prejudgment 
interest, 
civil penalty 
or other amounts 
due by Defendant 
under this 
Final Judgment 
or any other judgment, 
order, consent 
order, decree 
or settlement 
agreement 
entered 
in connection 
with this proceeding, 
is a debt for the violation 
by Defendant 
of the federal 
securities 
laws or any regulation 
or order issued 
under such laws, as set forth in Section 
523(a)(l 
9) of the Bankruptcy 
Code, 11 U.S.C. 
§523(a)(l 
9). 
VIII. 
IT IS FURTHER 
ORDERED, 
ADJUDGED, 
AND DECREED 
that this Court shall retain 
jurisdiction 
of this matter 
for the purposes 
of enforcing 
the terms of this Final Judgment. 
IX. 
There being no just reason 
for delay, pursuant 
to Rule 54(b) of the Federal 
Rules of Civil 
Procedure, 
the Clerk is ordered 
to enter this Final Judgment 
forthwith 
and without 
further 
notice. 
-
7 -
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OCR text (12,478c · tika · 95% conf)
UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

V. 

KRIS A. SWAFFER, et al., 

Defendants. 

) 
) 
) 
) 
) 
) 
) 
) 
) 
) 
) 

_________________ ) 

Case No. 1:22-cv-1554 

Hon. Bridget Meehan Brem1an 

FINAL JUDGMENT AS TO DEFENDANT KRIS A. SW AFFER 

The Securities and Exchange Commission having filed a Complaint and Defendant Kris 

A. Swaffer ("Defendant") having entered a general appearance; consented to the Court's 

jurisdiction over Defendant and the subject matter of this action; consented to ently of this Final 

Judgment without admitting or denying the allegations of the Complaint (except as to 

jurisdiction and except as otherwise provided herein in paragraph VII); waived findings of fact 

and conclusions of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 1 0(b) of the 

Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. § 78j(b)] and Rule l0b-5 

promulgated thereunder [17 C.F.R. § 240.l0b-5], by using any means or instrumentality of 

interstate commerce, or of the mails, or of any facility of any national securities exchange, in 

connection with the purchase or sale of any security: 

(a) to employ any device, scheme, or artifice to defraud; 

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(b) to make any untrue statement of a material fact or to omit to state a material fact 

necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; or 

( c) to engage in any act, practice, or course of business which operates or would operate 

as a fraud or deceit upon any person. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 

(the "Securities Act") [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any 

means or instruments of transpo1iation or communication in interstate commerce or by use of the 

mails, directly or indirectly: 

(a) to employ any device, scheme, or miifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact or 

any omission of 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 transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser. 

- 2 -

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. 

§ 77 e] by, directly or indirectly, in the absence of any applicable exemption: 

(a) Unless a registration statement is in effect as to a security, making use of any means 

or instruments of transportation or communication in interstate commerce or of the 

mails to sell such security tlu·ough the use or medium of any prospectus or otherwise; 

(b) Unless a registration statement is in effect as to a security, carrying or causing to be 

carried through the mails or in interstate commerce, by any means or instruments of 

transportation, any such security for the purpose of sale or for delivery after sale; or 

( c) Making use of any means or instruments of transportation or communication in 

interstate conunerce or of the mails to offer to sell or offer to buy tlu·ough the use or 

medium of any prospectus or otherwise any security, unless a registration statement 

has been filed with the Commission as to such security, or while the registration 

statement is the subject of a refusal order or stop order or (prior to the effective date 

of the registration statement) any public proceeding or examination under Section 8 

of the Securities Act [15 U.S.C. § 77h]. 

- 3 -

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities Act [15 

U.S.C. § 77t( e)], Defendant is prohibited from acting as an officer or director of any issuer that 

has a class of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] 

or that is required to file reports pursuant to Section 15( d) of the Exchange Act [15 U .S.C. § 

78o(d)]. 

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is liable for disgorgement of $2,318,981 ( of which Defendant is liable for $676,362, on a joint 

and several basis, with Relief Defendant Rosalyn K. Swaffer), representing net profits gained as 

a result of the conduct alleged in the Complaint, together with prejudgment interest thereon in 

the amount of$513,982 (of which Defendant is liable for $149,910, on ajoint and several basis, 

with Relief Defendant Rosalyn K. Swaffer), and a civil penalty in the amount of $2,250,000 

pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 2l(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying 

$5,082,963 to the Securities and Exchange Commission within 30 days after entry of this Final 

Judgment. 

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Defendant may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fed wire instructions upon request. Payment may also be made directly 

from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank 

cashier's check, or United States postal money order payable to the Securities and Exchange 

Commission, which shall be delivered or mailed to 

Enterprise Services Center 
Accounts Receivable Branch 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 

and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; Kris A. Swaffer as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission's counsel in this action. By making this payment, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant. 

The Conunission may enforce the Court's judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment. 

The Commission may enforce the Court's judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action. Defendant shall pay post judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall 

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hold the funds, together with any interest and income earned thereon (collectively, the "Fund"), 

pending further order of the Court. 

The Commission may propose a plan to distribute the Fund subject to the Court's 

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund 

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be 

paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the 

government for all purposes, including all tax purposes. To preserve the deterrent effect of the 

civil penalty, Defendant shall not, after offset or reduction of any award of compensatory 

damages in any Related Investor Action based on Defendant's payment of disgorgement in this 

action, argue that he is entitled to, nor shall he fu1ther benefit by, offset or reduction of such 

compensato1y damages award by the amount of any part of Defendant's payment of a civil 

penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a 

Penalty Offset, Defendant shall, within 30 days after entry of a final order granting the Penalty 

Offset, notify the Conunission's counsel in this action and pay the amount of the Penalty Offset 

to the United States Treasury or to a Fair Fund, as the Conunission directs. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the 

civil penalty imposed in this Judgment. For purposes of this paragraph, a "Related Investor 

Action" means a private damages action brought against Defendant by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Complaint in this action. 

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VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes 

of exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and fmther, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(l 9) of the Bankruptcy Code, 11  U.S.C. §523(a)(l 9). 

VIII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

IX. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

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