SEC v. NELSON GOMES; MICHAEL LUCKHOO-BOUCHE; SHANE SCHMIDT; DOUGLAS ROE; KELLY W ARA WA; FFS CAPITAL LIMITED, et al., No. 1:20-cv-11092, District of Massachusetts (May 28, 2021)

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
NELSON GOMES, MICHAEL
LUCKHOO-BOUCHE, SHANE
SCHMIDT, DOUGLAS ROE, KELLY
W ARA WA, FFS CAPITAL LIMITED,
PAIFANG TRADING LIMITED,
ARTEFACTOR LIMTED, ATLANTEAN
MANAGEMENT CORPORATION,
MEADOW ASIA LIMITED, and THYME
INTERNATIONAL LIMITED,
Defendants.
Civil Action No. 20-CV-11092-FDS
FINAL JUDGMENT AS TO DEFENDANT MICHAEL LUCKHOO-BOUCH
The Securities and Exchange Commission having filed a Complaint and Defendant
Michael Luckhoo-Bouch ("Luckhoo-Bouch") 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 IX); 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 l0(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.lOb-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, ADWDGED, 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, ADruDGED, 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 Final Judgment by personal service or otherwise: (a) Defendant's
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C.
§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, ADWDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65( d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADruDGED, AND DECREED that
Defendant is barred for a period of five years 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].
V.
IT IS HEREBY FURTHER ORDERED, ADruDGED, AND DECREED that Defendant
is liable for a
civil penalty in the amount of $20,000 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)]. This
civil penalty amount is based on Defendant's sworn representations in his Statement of Financial
4

Condition dated January 28, 2021 and other documents and information submitted to the
Commission, as described further in paragraph VII below. Defendant shall satisfy this obligation
by pa
ying $20,000 to the Securities and Exchange Commission pursuant to the terms of the
payment schedule set forth in paragraph VI below after entry of this Final Judgment.
Defendant may transmit payment electronically to the Commission, which wi ll provide
detailed ACH transfer/Fedwire instructions upon request.
Payment may also be made directly
fro
m a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm.
Defendant may also pay by certified check, bank
cashier's check, or United States postal money order payable to the Securities and Exchange
Commission, which shall be delivered or mailed to
Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Luckhoo-Bouch 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 for penalties by the use of all
collection procedures authorized by law, including the Federal Debt Collection Procedures Act,
28 U.S.C. §3001 et seq., and moving for civil contempt for the violation of any Court orders
issued in this action.
Defendant shall pay post judgment interest on any amounts due after 30
5

days of the entry of this Final Judgment 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 dis tribution of the Fund and the Fund may only be
disbursed pursuant t
o an  Order of the Court.
R
egardless of whether any such Fair Fund distribution is made, amounts ordered to be
paid as civil penalties pursuant to th is Judgment shall be treated as penalties paid to th e
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
compe
nsatory 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
c
ivil 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
m
ore investors based on substantially the same facts as alleged in the Complaint in this action.
6

VI.
D
efendant Luckhoo-Bouch shall pay the penalty due of$ 20,000 in 4  installments to the
Commission according to the following schedule:  (1) $5,000, within 180 days of entry of this
Final Judgment; (2) $5,000, within 1 year of entry of this Final Judgmen; (3) $5,000, within 18
months of entry of this F
inal Judgment; and ( 4) $5,000, within 2 years of entry of this Final
Judgment. Payments shall be deemed made on the d  ate they are received by the Commission
and shall be applied fust to post judgment interest, which accrues pursuant to 28 U.S.C. §1961
on any unpaid amounts due after 30 days of the entry of Final Judgment.  Prior to making the
fi
nal payment set forth herein, Luckhoo-Bouch shall contact the staff of the Commission for the
amount due for the final payment.
IfLuckhoo-Bouch 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 Final
Judgment, including post-judgment interest, minus any payments made, shal l become due and
payable immediately at the discretion of the staff of the Commission without further application
to the Court.
VII.
IT IS HEREBY FURTHER O  RDERED, ADJUDGED, AND DECREED that the
d
etermination to seek a $20,000 civil penalty is contingent upon the accuracy and completeness
o
f Defendant's Statement of Financial Condition.  If at any time following the entry of this Final
Judgment the Commission obtains information indicating that Defendant's representations to the
Commission concerning his assets, income, liabilities, or net worth were fraudulent, misleading,
i
naccurate, or incomplete in any material respect as of the time such representations were made,
7

the Commission may, at its sole discretion and without prior notice to Defendant, petition the
Court for an order requiring Defendant to pay the unpaid portion of the maximum civil penalty
allowable under the law.  In connection with any such petition, the only issue shall be whether
the financial information provided by Defendant was fraudulent, misleading, inaccurate, or
incomplete in a
ny material respect as of the time such representations were made.  In its petition,
the Commission may move this Court to consider all available remedies, including, but not
limited to, ordering Defendant to pay funds or assets, directing the forfeiture of any assets, or
sanctions for contempt of this Final Judgment. The Commission may also request additional
discovery. Defendant ma
y not, by way of defense to such petition:  (1) challenge the validity of
the Consent o
r this Final Judgment; (2) contest the allegations in the  Complaint filed by the
Commission; (3) assert that payment of a civil penalty should not be ordered; ( 4) contest the
imposition of the maximum civil penalty allowable under the law; or (5) assert any defense to
liability o
r remedy, including, but not limited to, any statute of limitations defense. Defendant
shall also pay post-judgment interest on any delinquent amounts pursuant to 28 U.S.C. §1961.
VIII.
IT IS FU
RTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
inc
orporated 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.
I
X.
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
8

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
e
ntered 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).
X.
IT IS FURTHER ORDERED, ADWDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.
XI.
T
here being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
P
rocedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
Dated: ______ , 2021
UNITED STATES DISTRICT JUDGE
9
May 26
/s
/ F. Dennis Saylor IV

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

v. 

NELSON GOMES, MICHAEL 

LUCKHOO-BOUCHE, SHANE 

SCHMIDT, DOUGLAS ROE, KELLY 

W ARA WA, FFS CAPITAL LIMITED, 

PAIFANG TRADING LIMITED, 

ARTEFACTOR LIMTED, ATLANTEAN 

MANAGEMENT CORPORATION, 

MEADOW ASIA LIMITED, and THYME 

INTERNATIONAL LIMITED, 

Defendants. 

Civil Action No. 20-CV-11092-FDS 

FINAL JUDGMENT AS TO DEFENDANT MICHAEL LUCKHOO-BOUCH 

The Securities and Exchange Commission having filed a Complaint and Defendant 

Michael Luckhoo-Bouch ("Luckhoo-Bouch") 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 IX); 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 l0(b) of the 

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

Case 1:20-cv-11092-FDS   Document 71   Filed 05/26/21   Page 1 of 9



 

promulgated thereunder [17 C.F.R. §240.lOb-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, ADWDGED, 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, ADruDGED, 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 

Case 1:20-cv-11092-FDS   Document 71   Filed 05/26/21   Page 2 of 9



 

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 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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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, ADWDGED, AND DECREED that, as provided in 

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

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

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

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

IV. 

IT IS HEREBY FURTHER ORDERED, ADruDGED, AND DECREED that 

Defendant is barred for a period of five years 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]. 

V. 

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

is liable for a civil penalty in the amount of $20,000 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)]. This 

civil penalty amount is based on Defendant's sworn representations in his Statement of Financial 

4 

Case 1:20-cv-11092-FDS   Document 71   Filed 05/26/21   Page 4 of 9



Condition dated January 28, 2021 and other documents and information submitted to the 

Commission, as described further in paragraph VII below. Defendant shall satisfy this obligation 

by paying $20,000 to the Securities and Exchange Commission pursuant to the terms of the 

payment schedule set forth in paragraph VI below after entry of this Final 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 SEC website at 

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

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

Commission, which shall be delivered or mailed to 

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

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

this Court; Luckhoo-Bouch 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 for penalties by the use of all 

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

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

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

5 

Case 1:20-cv-11092-FDS   Document 71   Filed 05/26/21   Page 5 of 9



days of the entry of this Final Judgment 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 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. 

6 

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VI. 

Defendant Luckhoo-Bouch shall pay the penalty due of$ 20,000 in 4 installments to the 

Commission according to the following schedule: (1) $5,000, within 180 days of entry of this 

Final Judgment; (2) $5,000, within 1 year of entry of this Final Judgmen; (3) $5,000, within 18 

months of entry of this Final Judgment; and ( 4) $5,000, within 2 years of entry of this Final 

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

and shall be applied fust to post judgment interest, which accrues pursuant to 28 U.S.C. §1961 

on any unpaid amounts due after 30 days of the entry of Final Judgment. Prior to making the 

final payment set forth herein, Luckhoo-Bouch shall contact the staff of the Commission for the 

amount due for the final payment. 

IfLuckhoo-Bouch 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 Final 

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. 

VII. 

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

determination to seek a $20,000 civil penalty is contingent upon the accuracy and completeness 

of Defendant's Statement of Financial Condition. If at any time following the entry of this Final 

Judgment the Commission obtains information indicating that Defendant's representations to the 

Commission concerning his assets, income, liabilities, or net worth were fraudulent, misleading, 

inaccurate, or incomplete in any material respect as of the time such representations were made, 

7 

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the Commission may, at its sole discretion and without prior notice to Defendant, petition the 

Court for an order requiring Defendant to pay the unpaid portion of the maximum civil penalty 

allowable under the law. In connection with any such petition, the only issue shall be whether 

the financial information provided by Defendant was fraudulent, misleading, inaccurate, or 

incomplete in any material respect as of the time such representations were made. In its petition, 

the Commission may move this Court to consider all available remedies, including, but not 

limited to, ordering Defendant to pay funds or assets, directing the forfeiture of any assets, or 

sanctions for contempt of this Final Judgment. The Commission may also request additional 

discovery. Defendant may not, by way of defense to such petition: (1) challenge the validity of 

the Consent or this Final Judgment; (2) contest the allegations in the Complaint filed by the 

Commission; (3) assert that payment of a civil penalty should not be ordered; ( 4) contest the 

imposition of the maximum civil penalty allowable under the law; or (5) assert any defense to 

liability or remedy, including, but not limited to, any statute of limitations defense. Defendant 

shall also pay post-judgment interest on any delinquent amounts pursuant to 28 U.S.C. §1961. 

VIII. 

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. 

IX. 

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 

8 

Case 1:20-cv-11092-FDS   Document 71   Filed 05/26/21   Page 8 of 9



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). 

X. 

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

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

XI. 

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: ______ , 2021 

UNITED STATES DISTRICT JUDGE 

9 

May 26

/s/ F. Dennis Saylor IV

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