SEC v. Empires Consulting Corp., No. 1:22-cv-21995, Southern District of Florida (July 6, 2023) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 22-21995-CIV-ALTONAGA/Torres

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

 Plaintiff,
v.

EMPIRES CONSULTING
CORP.; et al.,

 Defendants.
_________________________________/

ORDER

THIS CAUSE came before the Court on Plaintiff, United States Securities and Exchange
Commission’s Motion for Entry of Consent Judgment as to Defendant, Empires Consulting Corp.
(“EmpiresX”) [ECF No. 41].  The SEC filed a Complaint [ECF No. 1]; and Empires X entered a
general appearance, consented to the Court’s jurisdiction over him and the subject matter of this
action, consented to entry 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.  Being fully advised, the Motion [ECF No. 41] is GRANTED as follows:
I.
 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:

2

(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,
by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally or
in  writing,  any  false  or  misleading  statement  in  any  communication  with  any  investor  or
prospective investor, about: (A) any investment in securities; (B) the prospects for success of any
product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any
securities  investment;  (E)  the  performance  of  any  securities  investment;  (F)  orders  issued  or
statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H)
the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person
associated with a securities industry participant or any entity offering or selling securities.
 Furthermore,   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.
 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

3

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  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,
by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally or
in  writing,  any  false  or  misleading  statement  in  any  communication  with  any  investor  or
prospective investor, about: (A) any investment in securities; (B) the prospects for success of any
product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any
securities  investment;  (E)  the  performance  of  any  securities  investment;  (F)  orders  issued  or
statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H)
the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person
associated with a securities industry participant or any entity offering or selling securities.
 Furthermore,  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.
 Defendant is permanently restrained and enjoined from violating Section 5 of the Securities

4

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 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].
 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.
 Pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], Defendant is
permanently restrained and enjoined from, directly or indirectly — including, but not limited to,

5

through any entity owned or controlled by it or Defendants Emerson Sousa Pires, Flavio Mendes
Goncalves, or Joshua David Nicholas — participating in the issuance, purchase, offer, or sale of
any security.
 Furthermore,  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).
V.
Defendant is liable for disgorgement of $32,178,397, representing net profits gained as a
result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the
amount of $2,661,554, for a total of $34,839,951, with such obligations to pay disgorgement and
prejudgment interest deemed satisfied by the amounts collected by the court-appointed Receiver
in Villanueva, et al. v. Empires X Corp., et al., Case No. 2022-010719-CA-01 (Fla. 11th Cir. Ct.).
VI.

 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 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  Final  Judgment  or  any  other  judgment,
order, consent order, decree or settlement agreement entered in connection with this proceeding,

6

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).
VIII.
 The Court retains 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.
DONE AND ORDERED in Miami, Florida, this 22nd day of May, 2023.

      ________________________________________
      CECILIA M. ALTONAGA
      CHIEF UNITED STATES DISTRICT JUDGE

cc: counsel of record

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 22-21995-CIV-ALTONAGA/Torres 

 
UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION, 
 
 Plaintiff, 
v.  
 
EMPIRES CONSULTING  
CORP.; et al., 
 
 Defendants. 
_________________________________/ 
 

ORDER  
 

THIS CAUSE came before the Court on Plaintiff, United States Securities and Exchange 

Commission’s Motion for Entry of Consent Judgment as to Defendant, Empires Consulting Corp. 

(“EmpiresX”) [ECF No. 41].  The SEC filed a Complaint [ECF No. 1]; and Empires X entered a 

general appearance, consented to the Court’s jurisdiction over him and the subject matter of this 

action, consented to entry 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.  Being fully advised, the Motion [ECF No. 41] is GRANTED as follows: 

I. 

 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: 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 1 of 6



2 
 

(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, 

by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally or 

in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: (A) any investment in securities; (B) the prospects for success of any 

product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any 

securities investment; (E) the performance of any securities investment; (F) orders issued or 

statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H) 

the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person 

associated with a securities industry participant or any entity offering or selling securities.  

 Furthermore, 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. 

 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 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 2 of 6



3 
 

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 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, 

by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally or 

in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: (A) any investment in securities; (B) the prospects for success of any 

product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any 

securities investment; (E) the performance of any securities investment; (F) orders issued or 

statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H) 

the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person 

associated with a securities industry participant or any entity offering or selling securities. 

 Furthermore, 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. 

 Defendant is permanently restrained and enjoined from violating Section 5 of the Securities 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 3 of 6



4 
 

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 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]. 

 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. 

 Pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], Defendant is 

permanently restrained and enjoined from, directly or indirectly — including, but not limited to, 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 4 of 6



5 
 

through any entity owned or controlled by it or Defendants Emerson Sousa Pires, Flavio Mendes 

Goncalves, or Joshua David Nicholas — participating in the issuance, purchase, offer, or sale of 

any security. 

 Furthermore, 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).  

V. 

Defendant is liable for disgorgement of $32,178,397, representing net profits gained as a 

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

amount of $2,661,554, for a total of $34,839,951, with such obligations to pay disgorgement and 

prejudgment interest deemed satisfied by the amounts collected by the court-appointed Receiver 

in Villanueva, et al. v. Empires X Corp., et al., Case No. 2022-010719-CA-01 (Fla. 11th Cir. Ct.).  

VI. 
 

 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 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 Final Judgment or any other judgment, 

order, consent order, decree or settlement agreement entered in connection with this proceeding, 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 5 of 6



6 
 

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). 

VIII. 

 The Court retains 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. 

DONE AND ORDERED in Miami, Florida, this 22nd day of May, 2023. 

 
      ________________________________________ 
      CECILIA M. ALTONAGA 
      CHIEF UNITED STATES DISTRICT JUDGE 
 
cc: counsel of record 
 
 

Case 1:22-cv-21995-CMA   Document 42   Entered on FLSD Docket 05/22/2023   Page 6 of 6