SEC v. Benjamin Ballout; Mohamed Zayed; and William Fielding, No. 9:24-cv-81170, Southern District of Florida (June 20, 2025) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 24-81170-CV-MIDDLEBROOKS
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
BENJAMIN BALLOUT, MOHAMED ZA YED, and
WILLIAM FIELDING,
Defendants.
I
-----------------
FINAL JUDGMENT AGAINST DEFENDANT MOHAMED ZA YED
The Court has issued Orders: ( 1) granting Plaintiff Securities and Exchange Commission's
("Commission") Motion for Partial Summary Judgment (DE 41); and (2) granting the
Commission's Motion for Remedies and for Entry
of Final Judgments (DE 49). The Court's
findings and conclusions set forth in those Orders are incorporated herein, and based on all the
files, records, and proceedings in this action, Final Judgment
as to Defendant Mohamed Zayed
("Defendant")
is ENTERED as follows:
I.
IT IS HEREBY ORDERED that Defendant is permanently restrained and enjoined from
violating, directly or indirectly, Section lO(b)
of the Securities Exchange Act of 1934 (the
"Exchange Act")
[15 U.S.C. § 78j(b)] and Exchange Act Rule l0b-5 promulgated thereunder [17
C.F .R. § 240.1 0b-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; or
1

( 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 about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents, materials, or information, concerning matters
relating to a  decision by an investor or prospective investor to buy or sell securities
of any
company.
IT IS FURTHER ORDERED that, as provided in Federal Rule of Civil Procedure
65(d)(2), the foregoing paragraph also binds the following who receive actual notice ofthis 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 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
made, in light of the circumstances under which they were made, not
misleading; or
2

( 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 about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents,  materials, or information, concerning matters
relating
to a  decision by an investor or prospective investor to buy or sell securities of any
company.
IT IS FURTHER ORDERED 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 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-l].
IV.
IT IS HEREBY FURTHER ORDERED that Defendant is liable for disgorgement
of
$96,000, representing net profits gained as a  result of the conduct alleged in the Complaint,
together with prejudgment interest thereon in the amount
of $25,288.33, and a civil penalty in the
amount
of $460,928 pursuant to Section 20(d) of the Securities Act [15 U.S.C. §  77t(d)] and
3

Section 2l(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this
obligation by paying $582,216.33 to the Securities and Exchange Commission within 30 days 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; Mohamed Zayed 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 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 Final Judgment.
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,
4

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 days
of the
entry
of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commissfon 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 Final 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 Final Judgment. For purposes
of this paragraph, a  "Related Investor Action" means a
5

private damages action brought against Defendant by or on behalf of one or more investors based
on substantially the same facts
as alleged in ~he Complaint in this action.
V.
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, 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, 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).
VI.
IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for
the purposes
of enforcing the terms of this Final Judgment for six ( 6) months from the date of
entry.
VII.
Pursuant to Rule 54(b)
of the Federal Rules of Civil Procedure, the Clerk SHALL ENTER
this Final Judgment for the Commission and against Defendant.
D ALD
M. MIDDLEBROOKS
UNITED STATES DISTRICT COURT
6

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 24-81170-CV-MIDDLEBROOKS 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 
v. 

BENJAMIN BALLOUT, MOHAMED ZA YED, and 
WILLIAM FIELDING, 

Defendants. 
I -----------------

FINAL JUDGMENT AGAINST DEFENDANT MOHAMED ZA YED 

The Court has issued Orders: ( 1) granting Plaintiff Securities and Exchange Commission's 

("Commission") Motion for Partial Summary Judgment (DE 41); and (2) granting the 

Commission's Motion for Remedies and for Entry of Final Judgments (DE 49). The Court's 

findings and conclusions set forth in those Orders are incorporated herein, and based on all the 

files, records, and proceedings in this action, Final Judgment as to Defendant Mohamed Zayed 

("Defendant") is ENTERED as follows: 

I. 

IT IS HEREBY ORDERED that Defendant is permanently restrained and enjoined from 

violating, directly or indirectly, Section lO(b) of the Securities Exchange Act of 1934 (the 

"Exchange Act") [15 U.S.C. § 78j(b)] and Exchange Act Rule l0b-5 promulgated thereunder [17 

C.F .R. § 240.1 0b-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; or 

1 

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( 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 about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company. 

IT IS FURTHER ORDERED that, as provided in Federal Rule of Civil Procedure 

65(d)(2), the foregoing paragraph also binds the following who receive actual notice ofthis 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 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 

made, in light of the circumstances under which they were made, not 

misleading; or 

2 

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( 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 about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company. 

IT IS FURTHER ORDERED 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 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-l]. 

IV. 

IT IS HEREBY FURTHER ORDERED that Defendant is liable for disgorgement of 

$96,000, representing net profits gained as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon in the amount of $25,288.33, and a civil penalty in the 

amount of $460,928 pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and 

3 

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Section 2l(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this 

obligation by paying $582,216.33 to the Securities and Exchange Commission within 30 days 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; Mohamed Zayed 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 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 Final Judgment. 

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, 

4 

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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 days of the 

entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commissfon 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 Final 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 Final Judgment. For purposes of this paragraph, a "Related Investor Action" means a 

5 

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private damages action brought against Defendant by or on behalf of one or more investors based 

on substantially the same facts as alleged in ~he Complaint in this action. 

V. 

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, 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, 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). 

VI. 

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for 

the purposes of enforcing the terms of this Final Judgment for six ( 6) months from the date of 

entry. 

VII. 

Pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, the Clerk SHALL ENTER 

this Final Judgment for the Commission and against Defendant. 

D ALD M. MIDDLEBROOKS 
UNITED STATES DISTRICT COURT 

6 

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