SEC v. THE HYDROGEN TECHNOLOGY CORPORATION; MICHAEL ROSS KANE; and TYLER OSTERN, No. 1:22-cv-08284, Southern District of New York (Oct. 6, 2022) — Judgment

. .

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
U.S. SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-
t:.31,CSDNY
'
1
LOC"GMEr;T
t £LEr:TRONICALLY FlLED
Case No. 22-cv-08284-LAK-SDA
-against-
THE HYDROGEN TECHNOLOGY
CORPORATION, MICHAEL ROSS KANE,
AND TYLER OSTERN,
Defendants.
[HOPO~ JUDGMENT AS TO DEFENDANT TYLER OSTERN
Plaintiff U.S. Securities and Exchange Commission (the "Commission") having filed a
Complaint, and Defendant Tyler Ostern ("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 Judgment without admitting or denying the allegations of the
Complaint (except as to jurisdiction and except as otherwise provided herein in paragraph XI);
waived findings
of fact and conclusions of law; and waived any right to appeal from this
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
1

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 make the statements
2

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
3

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].
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 HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is  permanently restrained and enjoined from violating Section 9(a)(2)
of the Exchange Act (15
U.S.C. § 78i(a)(2)] by, directly
or indirectly, alone or with one or more other persons: (1)
effecting a series
of transactions in any security registered on a national securities exchange, any
security not so registered, or in connection with any security-based swap or security-based swap
agreement with respect to such security; (2) creating actual or apparent active trading in such
security, or raising or depressing the price
of such security; (3) for the purpose of inducing the
purchase or sale
of such security by others.
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,
4

agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
V.
IT IS
HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is  permanently restrained and enjoined from violating Section 15(a)
of the Exchange Act [15
U.S.C. § 78o(a)]
by making use of the mails and means or instrumentalities of interstate
commerce to effect transactions in, and inducing and attempting to induce the purcase
or sale of,
securities (orther than exempted securities or commercial paper, bankers'  acceptances, or
commercial bills) without being registered with the Commission in accordance with Section
15(b)
of the Exchange Act [15 U.S.C. § 78o(b)] and without complying with any exemptions
promulgated pursuan to Section 15(a)(2) [15 U.S.C.
§ 78o(a)(2)].
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).
VI.
IT IS
FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to Section
2l(d)(5) of the Exchange Act [15 U.S.C . § 78u(d)(5)], Defendant is permanently restrained and
enjoined from participating, directly
or indirectly, including, but not limited to, through any
entity controlled
by him, in any offering of securities, including any crypto asset security;
provided, however, that such injunction shall not prevent Defendant from purchasing or selling
securities, including any crypto asset security, for his own personal account.
5

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).
VII.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is  liable for disgorgement
of $36,750, representing net profits gained as a result of the conduct
alleged in the Complaint, together with prejudgment interest thereon in the amount
of $5,118, for
a total of $41,868. Defendant shall satisfy this obligation pursuant to the terms of the payment
schedule set forth in paragraph VIII below after entry
of this Judgment.
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 Commission 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; Tyler Ostem as a defendant in this action; and specifying that payment is made
pursuant to this Judgment.
Defendant shall simultaneously transmit photocopies
of evidence of payment and case
6

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 shall hold the funds (collectively, the "Fund") until further order
of this
Court. The Commission may propose a plan to distribute the Fund subject to the Court's
approval, and the Court shall retain jurisdiction over the administration
of any distribution of the
Fund.
The Commission 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 Judgment. Defendant
shall pay post judgment interest on any amounts due after 30 days
of entry of this Judgment
pursuant to 28 U.S.C. §  1961.
VIII.
Defendant shall pay the total of disgorgement and prejudgment interest due of $41,868 in
13 installments to the Commission according to the following schedule:
(1) $3,228, within 14 days
of entry of this Judgment;
(2) $3,220 within 3 months
of entry of this Judgment;
(3) $3,220 within 6 months
of entry of this Judgment;
( 4) $3,220 within 9 months
of entry of this Judgment;
( 5) $3,220 within
12 months of entry of this Judgment;
( 6) $3,220 within
15 months of entry of this Judgment;
(7) $3,220 within
18 months of entry of this Judgment;
(8) $3,220 within
21 months of entry of this Judgment;
7

(9) $3,220 within 24 months of entry of this Judgment;
( 10) $3,220 within 27 months
of entry of this Judgment;
(11) $3,220 within 30 months
of entry of this Judgment;
(12) $3,220 within 33 months
of entry of this Judgment;and
(13) $3,220 within 36 months
of entry of this Judgment.
Payments shall be deemed
made on the date they are received by the Commission and shall be
applied first to post
judgment interest, which accrues pursuant to 28 U.S.C. §  1961 on any unpaid
amounts due after 30 days
of entry of Judgment. Prior to making the final payment set forth
herein, Defendant shall contact the
staff of the Commission for the amount due for the final
payment.
If Defendant fails to make any payment by the date agreed and/or in the amount agreed
according to the schedule set forth above, all outstanding payments under this Judgment,
including post-judgment interest, minus any payments made, shall become due and payable
immediately at the discretion
of the staff of the Commission without further application to the
Court.
IX.
IT IS
HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that, upon
motion of the Commission, the Court shall determine whether a civil penalty pursuant to Section
20(d)
of 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)] is appropriate and,
if so, the amount of the penalty. In connection with the
Commission's motion for civil penalties, and
at any hearing held on such a motion:
(a) Defendant will
be precluded from arguing that he did not violate the federal securities laws as
alleged in the Complaint; (b) Defendant
may not challenge the validity of the Consent or this
8

Judgment; ( c) solely for the purposes of such motion, the allegations of the Complaint shall be
accepted as and deemed true
by the Court; and ( d) the Court may determine the issues raised in
the motion
on the basis of affidavits, declarations, excerpts of sworn deposition or investigative
testimony, and documentary evidence, without regard to the standards for summary
judgment
contained in Rule 56(c) of the Federal Rules of Civil Procedure. In connection with the
Commission' s motion for civil penalties, the parties may take discovery, including discovery
from appropriate non-parties.
X.
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.
XI.
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)(l 9) of the
Bankruptcy Code,
11 U .S.C. §523(a)(l9).
9

XII.
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.
Dated:
-Bl-'---t_v-+--f-' 2022
10

. . Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 1 of 10 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

U.S. SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-
t:.31,CSDNY 

'1LOC"GMEr;T 
t £LEr:TRONICALLY FlLED 

Case No. 22-cv-08284-LAK-SDA 
-against-

THE HYDROGEN TECHNOLOGY 
CORPORATION, MICHAEL ROSS KANE, 
AND TYLER OSTERN, 

Defendants. 

[HOPO~ JUDGMENT AS TO DEFENDANT TYLER OSTERN 

Plaintiff U.S. Securities and Exchange Commission (the "Commission") having filed a 

Complaint, and Defendant Tyler Ostern ("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 Judgment without admitting or denying the allegations of the 

Complaint (except as to jurisdiction and except as otherwise provided herein in paragraph XI); 

waived findings of fact and conclusions of law; and waived any right to appeal from this 

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 

1 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 2 of 10 

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 make the statements 

2 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 3 of 10 

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 

3 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 4 of 10 

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]. 

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 HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 9(a)(2) of the Exchange Act (15 

U.S.C. § 78i(a)(2)] by, directly or indirectly, alone or with one or more other persons: (1) 

effecting a series of transactions in any security registered on a national securities exchange, any 

security not so registered, or in connection with any security-based swap or security-based swap 

agreement with respect to such security; (2) creating actual or apparent active trading in such 

security, or raising or depressing the price of such security; (3) for the purpose of inducing the 

purchase or sale of such security by others. 

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, 

4 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 5 of 10 

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

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

V. 

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

is permanently restrained and enjoined from violating Section 15(a) of the Exchange Act [15 

U.S.C. § 78o(a)] by making use of the mails and means or instrumentalities of interstate 

commerce to effect transactions in, and inducing and attempting to induce the purcase or sale of, 

securities (orther than exempted securities or commercial paper, bankers ' acceptances, or 

commercial bills) without being registered with the Commission in accordance with Section 

15(b) of the Exchange Act [15 U.S .C. § 78o(b)] and without complying with any exemptions 

promulgated pursuan to Section 15(a)(2) [15 U.S.C. § 78o(a)(2)]. 

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). 

VI. 

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

2l(d)(5) of the Exchange Act [15 U.S .C. § 78u(d)(5)] , Defendant is permanently restrained and 

enjoined from participating, directly or indirectly, including, but not limited to, through any 

entity controlled by him, in any offering of securities, including any crypto asset security; 

provided, however, that such injunction shall not prevent Defendant from purchasing or selling 

securities, including any crypto asset security, for his own personal account. 

5 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 6 of 10 

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). 

VII. 

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

is liable for disgorgement of $36,750, representing net profits gained as a result of the conduct 

alleged in the Complaint, together with prejudgment interest thereon in the amount of $5,118, for 

a total of $41,868. Defendant shall satisfy this obligation pursuant to the terms of the payment 

schedule set forth in paragraph VIII below after entry of this Judgment. 

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 Commission 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; Tyler Ostem as a defendant in this action; and specifying that payment is made 

pursuant to this Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

6 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 7 of 10 

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 shall hold the funds (collectively, the "Fund") until further order of this 

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

approval, and the Court shall retain jurisdiction over the administration of any distribution of the 

Fund. 

The Commission 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 Judgment. Defendant 

shall pay post judgment interest on any amounts due after 30 days of entry of this Judgment 

pursuant to 28 U.S.C. § 1961. 

VIII. 

Defendant shall pay the total of disgorgement and prejudgment interest due of $41,868 in 

13 installments to the Commission according to the following schedule: 

(1) $3,228, within 14 days of entry of this Judgment; 

(2) $3,220 within 3 months of entry of this Judgment; 

(3) $3,220 within 6 months of entry of this Judgment; 

( 4) $3,220 within 9 months of entry of this Judgment; 

( 5) $3,220 within 12 months of entry of this Judgment; 

( 6) $3,220 within 15 months of entry of this Judgment; 

(7) $3,220 within 18 months of entry of this Judgment; 

(8) $3,220 within 21 months of entry of this Judgment; 

7 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 8 of 10 

(9) $3,220 within 24 months of entry of this Judgment; 

( 10) $3,220 within 27 months of entry of this Judgment; 

(11) $3,220 within 30 months of entry of this Judgment; 

(12) $3,220 within 33 months of entry of this Judgment;and 

(13) $3,220 within 36 months of entry of this Judgment. 

Payments shall be deemed made on the date they are received by the Commission and shall be 

applied first to post judgment interest, which accrues pursuant to 28 U.S.C. § 1961 on any unpaid 

amounts due after 30 days of entry of Judgment. Prior to making the final payment set forth 

herein, Defendant shall contact the staff of the Commission for the amount due for the final 

payment. 

If Defendant fails to make any payment by the date agreed and/or in the amount agreed 

according to the schedule set forth above, all outstanding payments under this Judgment, 

including post-judgment interest, minus any payments made, shall become due and payable 

immediately at the discretion of the staff of the Commission without further application to the 

Court. 

IX. 

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

motion of the Commission, the Court shall determine whether a civil penalty pursuant to Section 

20(d) of 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)] is appropriate and, if so, the amount of the penalty. In connection with the 

Commission's motion for civil penalties, and at any hearing held on such a motion: 

(a) Defendant will be precluded from arguing that he did not violate the federal securities laws as 

alleged in the Complaint; (b) Defendant may not challenge the validity of the Consent or this 

8 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 9 of 10 

Judgment; ( c) solely for the purposes of such motion, the allegations of the Complaint shall be 

accepted as and deemed true by the Court; and ( d) the Court may determine the issues raised in 

the motion on the basis of affidavits, declarations, excerpts of sworn deposition or investigative 

testimony, and documentary evidence, without regard to the standards for summary judgment 

contained in Rule 56(c) of the Federal Rules of Civil Procedure. In connection with the 

Commission ' s motion for civil penalties, the parties may take discovery, including discovery 

from appropriate non-parties. 

X. 

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. 

XI. 

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)(l 9) of the 

Bankruptcy Code, 11 U.S.C. §523(a)(l9). 

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Case 1:22-cv-08284-LAK Document 5 Filed 09/29/22 Page 10 of 10 

XII. 

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. 

Dated: -Bl-'---t_v-+--f-' 2022 

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