SEC v. FREDERICK L. SHARP; ZHIYING YVONNE GASARCH; COURTNEY KELLN; MIKE K. VELDHUIS; PAUL SEXTON; JACKSON T. FRIESEN, et al., No. 1:21-cv-11276, District of Massachusetts (Feb. 21, 2023) — Judgment

1

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

SECURITIES AND EXCHANGE
COMMISSION,
   Plaintiff,
            v.

FREDERICK L. SHARP, ZHIYING
YVONNE GASARCH, COURTNEY
KELLN, MIKE K. VELDHUIS, PAUL
SEXTON, JACKSON T. FRIESEN,
WILLIAM T. KAITZ, AVTAR S.
DHILLON, and GRAHAM R. TAYLOR,

                                    Defendants.

        Civil Action No. 21-CV-11276-WGY

FINAL JUDGMENT AS TO DEFENDANT WILLIAM T. KAITZ

The Securities and Exchange Commission having filed a Complaint and Defendant
William T. Kaitz (“Defendant”) having entered a general appearance; consented to the Court’s
jurisdiction over Defendant 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 VI); 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 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

2

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 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 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 make the statements

3

 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 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 barred from participating in an offering of penny stock, including engaging in
activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or
attempting to induce the purchase or sale of any penny stock.  A penny stock is any equity
security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the
Exchange Act [17 C.F.R. 240.3a51-1].
IV.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $812,854, reflecting profits received by Defendant from profits
generated by Full Service Media, LLC as a result of the conduct alleged in the Complaint,
together with prejudgment interest thereon in the amount of $279,014, for a total of $1,091,868.
The Court further imposes a civil penalty in the amount of $215,000 pursuant to Section 20(d) of

4

the Securities Act [15 U.S.C. §77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§78u(d)(3)]. Sums totaling $1,337,881, plus accrued interest, are on deposit in the Court’s
Registry Account for this action, and shall be used to pay the Commission in satisfaction of
Defendant’s $1,306,868 payment obligation, according to Section V below.
V.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that $1,306,868
in funds on deposit in the Court’s Registry Account for this case shall be transferred to the
Commission in satisfaction of this monetary judgment. The Court’s Registry Account 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 http://www.sec.gov/about/offices/ofm.htm
.  The
Court’s Registry Account may also pay by certified check, bank cashier’s check, Treasury 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; and specifying that payment is made pursuant to this Final Judgment.
 Any amounts from the total of $1,337,881 in funds on deposit in the Court’s Registry
Account for this case, including accrued interest, that remain in the Court’s Regisatry Account
after the transfer of $1,306,868 to the Commission shall be returned to the Defendant.
  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

5

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 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

6
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)(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 Final Judgment.
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 Final Judgment forthwith and without further notice.
Dated:  ______________
____________________________________
WILLIAM G.YOUNG
UNITED STATES DISTRICT JUDGE
February 16, 2023
/s/William G. Young

1 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
   Plaintiff, 
 v. 
 
FREDERICK L. SHARP, ZHIYING 
YVONNE GASARCH, COURTNEY 
KELLN, MIKE K. VELDHUIS, PAUL 
SEXTON, JACKSON T. FRIESEN, 
WILLIAM T. KAITZ, AVTAR S. 
DHILLON, and GRAHAM R. TAYLOR,  
 
   Defendants. 
 

 
 
        Civil Action No. 21-CV-11276-WGY 
 
 
 

 
 

FINAL JUDGMENT AS TO DEFENDANT WILLIAM T. KAITZ 

 
The Securities and Exchange Commission having filed a Complaint and Defendant 

William T. Kaitz (“Defendant”) having entered a general appearance; consented to the Court’s 

jurisdiction over Defendant 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 VI); 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 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 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 1 of 6



2 
 

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 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 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 make the statements 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 2 of 6



3 
 

 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 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 barred from participating in an offering of penny stock, including engaging in 

activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or 

attempting to induce the purchase or sale of any penny stock.  A penny stock is any equity 

security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the 

Exchange Act [17 C.F.R. 240.3a51-1]. 

IV. 

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

is liable for disgorgement of $812,854, reflecting profits received by Defendant from profits 

generated by Full Service Media, LLC as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon in the amount of $279,014, for a total of $1,091,868. 

The Court further imposes a civil penalty in the amount of $215,000 pursuant to Section 20(d) of 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 3 of 6



4 
 

the Securities Act [15 U.S.C. §77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§78u(d)(3)]. Sums totaling $1,337,881, plus accrued interest, are on deposit in the Court’s 

Registry Account for this action, and shall be used to pay the Commission in satisfaction of 

Defendant’s $1,306,868 payment obligation, according to Section V below.  

V. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that $1,306,868 

in funds on deposit in the Court’s Registry Account for this case shall be transferred to the 

Commission in satisfaction of this monetary judgment. The Court’s Registry Account 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 http://www.sec.gov/about/offices/ofm.htm.  The 

Court’s Registry Account may also pay by certified check, bank cashier’s check, Treasury 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; and specifying that payment is made pursuant to this Final Judgment. 

 Any amounts from the total of $1,337,881 in funds on deposit in the Court’s Registry 

Account for this case, including accrued interest, that remain in the Court’s Regisatry Account 

after the transfer of $1,306,868 to the Commission shall be returned to the Defendant. 

  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 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 4 of 6



5 
 

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 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 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 5 of 6



6 

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)(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 Final Judgment. 

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 Final Judgment forthwith and without further notice. 

Dated:  ______________ 

____________________________________ 
WILLIAM G.YOUNG 
UNITED STATES DISTRICT JUDGE 

February 16, 2023

/s/William G. Young 

Case 1:21-cv-11276-WGY   Document 263   Filed 02/16/23   Page 6 of 6