Securities and Exchange Commission v. SHE Beverage Company, Inc.

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Case No. 2:21-cv-07339-CAS-AS

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Western Division

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
SHE BEVERAGE COMPANY, INC.,
LUPE L. ROSE, SONJA F. SHELBY
AND KATHERINE E. DIRDEN,
Defendants.
    Case    No.    2:21-cv-07339-CAS-AS
x

FINAL JUDGMENT AS TO SONJA F.
SHELBY

Judge: Hon. Christina A. Snyder

Plaintiff Securities and Exchange Commission (“Plaintiff”) having filed a
Complaint and Defendant Sonja F. Shelby (“Defendant”) having entered a general
appearance and having consented to a bifurcated judgment; the Court having considered
the entire record in this case and all the pleadings and evidence submitted in support
thereof; and for good cause shown,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Plaintiff’s
Motion for Disgorgement, Prejudgment Interest, and Civil Penalties is GRANTED.
This Order incorporates the findings set forth in the Court’s December 14, 2023 Minute
Order, Docket No. 108.
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Case No. 2:21-cv-07339-CAS-AS

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I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 10(b)
of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-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;
(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 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 transportation or communication
in interstate commerce or by use of the mails, directly or indirectly:
(a) to employ any device, scheme, or artifice 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

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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.
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 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. § 77e] 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 through
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 commerce or of the mails to offer to sell
or offer to buy through 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

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Case No. 2:21-cv-07339-CAS-AS

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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].
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 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 permanently barred 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. § 78l] 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 jointly and severally liable for disgorgement of $12,021,500, representing
net profits from the fraud, as well as $738,774 in prejudgment interest.  In addition,
Defendant is liable for a civil penalty in the amount of $334,842.  Defendant shall
satisfy her obligations as described in this paragraph by paying the total amount for
which she is liable to the Commission within 30 days after entry of this Final Judgment.
Each side shall bear its own attorneys’ fees and costs associated with this action.
Defendant may transmit payment electronically to the Commission, which will
provide detailed ACH transfer/Fedwire instructions upon request.  Payment may also be
made directly from a bank account via Pay.gov through the SEC website at

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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; Sonja F. Shelby. 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 Commission may enforce the Court’s judgment by moving for civil
contempt (and/or through other collection procedures authorized by law) at any time
after 30 days following entry of this Final Judgment.  Defendant shall pay post
judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.  The
Commission shall 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.
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

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compensatory damages in any Related Investor Action based on Defendant’s payment
of disgorgement in this action, argue that she is entitled to, nor shall she further benefit
by, offset or reduction of such compensatory 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 Commission’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 Commission 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.
VI.
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
further, any debt for disgorgement, prejudgment interest, civil penalty or other amounts
due by Defendant under this 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)(19) of the Bankruptcy Code, 11
U.S.C. §523(a)(19).
VII.
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
Judgment.

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Case No. 2:21-cv-07339-CAS-AS

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VIII.
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 Judgment forthwith and without
further notice.
Dated:  January 16, 2024
                                                                                                              HON.          CHRISTINA          A.          SNYDER
                                                                                UNITED          STATES          DISTRICT          JUDGE

1 Case No. 2:21-cv-07339-CAS-AS 

 

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UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

Western Division 
 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

SHE BEVERAGE COMPANY, INC., 
LUPE L. ROSE, SONJA F. SHELBY 
AND KATHERINE E. DIRDEN, 

Defendants. 

 Case No. 2:21-cv-07339-CAS-ASx 

 

FINAL JUDGMENT AS TO SONJA F.  

SHELBY 

 

Judge: Hon. Christina A. Snyder 

 
Plaintiff Securities and Exchange Commission (“Plaintiff”) having filed a 

Complaint and Defendant Sonja F. Shelby (“Defendant”) having entered a general 

appearance and having consented to a bifurcated judgment; the Court having considered 

the entire record in this case and all the pleadings and evidence submitted in support 

thereof; and for good cause shown, 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Plaintiff’s 

Motion for Disgorgement, Prejudgment Interest, and Civil Penalties is GRANTED.  

This Order incorporates the findings set forth in the Court’s December 14, 2023 Minute 

Order, Docket No. 108.   

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Case 2:21-cv-07339-CAS-AS   Document 112   Filed 01/16/24   Page 1 of 7   Page ID #:3007



 
 

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I. 

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

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) 

of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-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; 

(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 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 transportation or communication 

in interstate commerce or by use of the mails, directly or indirectly: 

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

Case 2:21-cv-07339-CAS-AS   Document 112   Filed 01/16/24   Page 2 of 7   Page ID #:3008



 
 

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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. 

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 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. § 77e] 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 through 

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 commerce or of the mails to offer to sell 

or offer to buy through 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 

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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]. 

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 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 permanently barred 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. § 78l] 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 jointly and severally liable for disgorgement of $12,021,500, representing 

net profits from the fraud, as well as $738,774 in prejudgment interest.  In addition, 

Defendant is liable for a civil penalty in the amount of $334,842.  Defendant shall 

satisfy her obligations as described in this paragraph by paying the total amount for 

which she is liable to the Commission within 30 days after entry of this Final Judgment.  

Each side shall bear its own attorneys’ fees and costs associated with this action. 

Defendant may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request.  Payment may also be 

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

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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; Sonja F. Shelby. 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 Commission may enforce the Court’s judgment by moving for civil 

contempt (and/or through other collection procedures authorized by law) at any time 

after 30 days following entry of this Final Judgment.  Defendant shall pay post 

judgment interest on any delinquent amounts pursuant to 28 U.S.C. § 1961.  The 

Commission shall 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.  

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 

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compensatory damages in any Related Investor Action based on Defendant’s payment 

of disgorgement in this action, argue that she is entitled to, nor shall she further benefit 

by, offset or reduction of such compensatory 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 Commission’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 Commission 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. 

VI. 

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 

further, any debt for disgorgement, prejudgment interest, civil penalty or other amounts 

due by Defendant under this 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)(19) of the Bankruptcy Code, 11 

U.S.C. §523(a)(19). 

VII. 

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 

Judgment. 

 

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VIII. 

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 Judgment forthwith and without 

further notice. 

Dated: January 16, 2024 

           HON. CHRISTINA A. SNYDER 
        UNITED STATES DISTRICT JUDGE 

Case 2:21-cv-07339-CAS-AS   Document 112   Filed 01/16/24   Page 7 of 7   Page ID #:3013