SEC v. David A. Spargo, No. 2:25-cv-01043, District of Arizona (Apr. 29, 2025) — Judgment

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA

United    States    Securities    and    Exchange
Commission,

Plaintiff,

v.

David A Spargo, et al.,

Defendants.
No. CV-25-01043-PHX-DJH

FINAL JUDGMENT

 The Securities  and Exchange  Commission (the  “SEC”)  has  filed  a  Motion  to
Approve  the  parties’ Consent  Judgment.    (Doc.  6).    The  SEC  and  Defendant David  A.
Spargo have agreed to the entry of this Final Judgment to resolve all matters in dispute in
this action.  (Id.)
Accordingly,
IT IS ORDERED that the SEC’s Motion to Approve the parties’ Consent Judgment
(Doc.  6)  is GRANTED.    The  Court  adopts  their  stipulated  settlement  terms and  enters
Final Judgment (Doc. 6-1) as follows:
I.
 Defendant  is  permanently restrained  and  enjoined  from  violating,  directly  or
indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15
U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using
any means or instrumentality of interstate commerce, or of the mails, or of any facility of
any national securities exchange, in connection with the purchase or sale of any security:

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(a) to employ any device, scheme, or artifice to defraud;
(b) to make any untrue statement of a material fact or to omit to state a material
fact  necessary  in  order  to  make  the  statements  made,  in  the  light  of  the
circumstances  under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
 operate as a fraud or deceit upon any person
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person,
or (ii) disseminating false or misleading documents, materials, or information or making,
either orally or in writing, any false or misleading statement in any communication with
any investor or prospective investor, about:
  (A) any investment in or offering of securities,
  (B) the registration status of such offering or of such securities,
  (C) the prospects for success of any product or company,
  (D) the use of investor funds; or
  (E) the misappropriation of investor funds or investment proceeds.
 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).
II.
 IT IS 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;

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(b) to obtain money or property by means of any untrue statement of a material
fact  or any omission of a material fact necessary in order to make the statements
 made,  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading;  or
 (c) to engage in any transaction, practice, or course of business which operates
or would operate as a fraud or deceit upon the purchaser
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person,
or (ii) disseminating false or misleading documents, materials, or information or making,
either orally or in writing, any false or misleading statement in any communication with
any investor or prospective investor, about:
  (A) any investment in or offering of securities,
  (B) the registration status of such offering or of such securities,
  (C) the prospects for success of any product or company,
  (D) the use of investor funds; or
  (E) the misappropriation of investor funds or investment proceeds.
 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 FURTHER ORDERED that pursuant to Sections 21(d)(1) and 21(d)(5) of the
Exchange Act [15 U.S.C. § 78u(d)(1) and (5)], and Section 20(b) of the Securities Act [15
U.S.C.  §  77t(b)],  Defendant  is  permanently  restrained  and  enjoined  from  directly  or
indirectly,  including,  but not  limited  to,  through  any  entity  owned  or  controlled  by
Defendant, participating in the issuance, purchase, offer, or sale or any security; provided,
however,  that  such  injunction  shall  not  prevent  Defendant  from  purchasing  or  selling
securities for his own personal account.

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 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).
IV.
 IT IS FURTHER ORDERED that, pursuant to Section 21(d)(2) of the Exchange
Act [15 U.S.C. § 78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)],
Defendant is prohibited from acting as an officer or director of any issuer that has a class
of securities registered pursuant to  Section 12 of the Exchange Act [15 U.S.C.  § 78l]  or
that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C.
§ 78o(d)].
V.
IT IS FURTHER ORDERED that Defendant is liable, jointly and severally with
co-defendants  CannaCloud,  Inc.  and  D.A.  Spargo  &  Co.  LLC,  for  disgorgement  of
$1,504,559,  representing  net  profits  gained  as  a  result  of  the  conduct  alleged  in  the
Complaint, together with prejudgment interest thereon in the amount of $313,449, and a
civil penalty in the amount of $230,464 pursuant to Sections 21(d)(3), (d)(5), and (d)(7) of
the  Eschance  Act  [15  U.S.C.  §  78u(d)(3),  (d)(5),  and  (d)(7)]  and  Section  20(d)  of  the
Securities  Act  [15  U.S.C.  §  77t(d)].    Defendant  shall  satisfy  this  obligation  by  paying
$2,048,472 to the Securities and Exchange Commission 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:

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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;  David  A.  Spargo  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, 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
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

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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 that, solely for purposes of exceptions to discharge
set  forth  in  Section  523  of  the  Bankruptcy  Code,  11  U.S.C.  §523,  the  allegations  in  the
complaint  are  true  and  admitted  by  Defendant,  and  further,  any  debt  for  disgorgement,
prejudgment  interest,  civil  penalty  or  other  amounts  due  by  Defendant  under  this  Final
Judgment  or  any  other  judgment,  order,  consent  order,  decree  or  settlement  agreement
entered in connection with this proceeding, 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).
/ / /
/ / /
/ / /
/ / /
/ / /

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VII.
 IT IS FINALLY ORDERED that this Court shall retain jurisdiction of this matter
for the purposes of enforcing the terms of this Final Judgment.
 Dated this 24th day of April, 2025.

Honorable Diane J. Humetewa
United States District Judge

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IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF ARIZONA 
 

 
United States Securities and Exchange 
Commission, 
 

Plaintiff, 
 
v.  
 
David A Spargo, et al., 
 

Defendants. 

No. CV-25-01043-PHX-DJH 
 
FINAL JUDGMENT  
 

 
 

 The Securities and Exchange Commission (the “SEC”) has filed a Motion to 

Approve the parties’ Consent Judgment.  (Doc. 6).  The SEC and Defendant David A. 

Spargo have agreed to the entry of this Final Judgment to resolve all matters in dispute in 

this action.  (Id.)    

Accordingly,  

IT IS ORDERED that the SEC’s Motion to Approve the parties’ Consent Judgment 

(Doc. 6) is GRANTED.  The Court adopts their stipulated settlement terms and enters 

Final Judgment (Doc. 6-1) as follows: 

I. 

 Defendant is permanently restrained and enjoined from violating, directly or 

indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 

U.S.C. § 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], by using 

any means or instrumentality of interstate commerce, or of the mails, or of any facility of 

any national securities exchange, in connection with the purchase or sale of any security: 

Case 2:25-cv-01043-DJH     Document 17     Filed 04/24/25     Page 1 of 7



 

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(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material 

fact  necessary in order to make the statements made, in the light of the 

circumstances  under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person 

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

or (ii) disseminating false or misleading documents, materials, or information or making, 

either orally or in writing, any false or misleading statement in any communication with 

any investor or prospective investor, about: 

  (A) any investment in or offering of securities, 

  (B) the registration status of such offering or of such securities, 

  (C) the prospects for success of any product or company, 

  (D) the use of investor funds; or 

  (E) the misappropriation of investor funds or investment proceeds.  

 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). 

II. 

 IT IS 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; 

Case 2:25-cv-01043-DJH     Document 17     Filed 04/24/25     Page 2 of 7



 

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(b) to obtain money or property by means of any untrue statement of a material 

fact  or any omission of a material fact necessary in order to make the statements 

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

misleading;  or 

 (c) to engage in any transaction, practice, or course of business which operates 

or would operate as a fraud or deceit upon the purchaser 

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

or (ii) disseminating false or misleading documents, materials, or information or making, 

either orally or in writing, any false or misleading statement in any communication with 

any investor or prospective investor, about: 

  (A) any investment in or offering of securities, 

  (B) the registration status of such offering or of such securities, 

  (C) the prospects for success of any product or company,  

  (D) the use of investor funds; or 

  (E) the misappropriation of investor funds or investment proceeds. 

 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 FURTHER ORDERED that pursuant to Sections 21(d)(1) and 21(d)(5) of the 

Exchange Act [15 U.S.C. § 78u(d)(1) and (5)], and Section 20(b) of the Securities Act [15 

U.S.C. § 77t(b)], Defendant is permanently restrained and enjoined from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by 

Defendant, participating in the issuance, purchase, offer, or sale or any security; provided, 

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

securities for his own personal account. 

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 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). 

IV. 

 IT IS FURTHER ORDERED that, pursuant to Section 21(d)(2) of the Exchange 

Act [15 U.S.C. § 78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], 

Defendant is prohibited from acting as an officer or director of any issuer that has a class 

of securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or 

that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. 

§ 78o(d)]. 

V. 

IT IS FURTHER ORDERED that Defendant is liable, jointly and severally with 

co-defendants CannaCloud, Inc. and D.A. Spargo & Co. LLC, for disgorgement of 

$1,504,559, representing net profits gained as a result of the conduct alleged in the 

Complaint, together with prejudgment interest thereon in the amount of $313,449, and a 

civil penalty in the amount of $230,464 pursuant to Sections 21(d)(3), (d)(5), and (d)(7) of 

the Eschance Act [15 U.S.C. § 78u(d)(3), (d)(5), and (d)(7)] and Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)].  Defendant shall satisfy this obligation by paying 

$2,048,472 to the Securities and Exchange Commission 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: 

  

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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; David A. Spargo 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, 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 

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 

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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 that, solely for purposes of exceptions to discharge 

set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the allegations in the 

complaint are true and admitted by Defendant, and further, any debt for disgorgement, 

prejudgment interest, civil penalty or other amounts due by Defendant under this Final 

Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, 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). 

/ / / 

/ / / 

/ / / 

/ / / 

/ / / 

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VII. 

 IT IS FINALLY ORDERED that this Court shall retain jurisdiction of this matter 

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

 Dated this 24th day of April, 2025. 

 

 
 

Honorable Diane J. Humetewa 
United States District Judge 

 

 

 

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