2011-10-13 sec-litreleases judgment 333 KB 12,074 chars

SEC v. W ALL STREET CAPITAL FUNDING LLC; PHHA CARDWELL; ROY COBELL; and AARON HIM, No. 1:11-cv-20413, Southern District of Florida (Oct. 13, 2011) — Judgment

raw: DEFENDANT W ALL STREET CAPITAL FUNDG G LLC

DEFENDANT W ALL STREET CAPITAL FUNDG G LLC, No. 1:11-cv-20413 (Oct. 13, 2011)

Caption
SEC v. W ALL STREET CAPITAL FUNDING LLC, et al.
summary

Wall Street Capital Funding LLC consented to a final judgment by the SEC, permanently enjoined from promoting unqualified stocks, engaging in broker-dealer activities without compliance with listing and market cap requirements, and violating Sections 10(b) and 17(a) of the securities laws through fraudulent or deceptive practices, without admitting or denying the allegations beyond jurisdiction.

paragraph

The U.S. Securities and Exchange Commission secured a final judgment against Wall Street Capital Funding LLC (WSCF) for securities fraud involving the illegal promotion of unqualified stocks. WSCF was permanently enjoined from engaging in broker-dealer activities, promoting or profiting from any stock unless it was listed on a national exchange and had a market capitalization of at least $50 million for 90 consecutive days, and from violating Sections 10(b) and 17(a) of the federal securities laws by employing schemes to defraud, making material misstatements, or engaging in deceptive practices. WSCF consented to the judgment without admitting or denying the allegations (except as to jurisdiction), waived appeals and findings of fact, and agreed to comply with all undertakings in the consent decree, with the court retaining jurisdiction for enforcement.

narrative

Wall Street Capital Funding LLC (WSCF) consented to a final judgment by the U.S. Securities and Exchange Commission (SEC) without admitting or denying the allegations of securities fraud, except as to jurisdiction, which it acknowledged. The court permanently enjoined WSCF from directly or indirectly engaging in broker-dealer activities, promoting, advertising, or marketing any stock unless it met specific criteria: listing on a national exchange and a market capitalization of at least $50 million for 90 consecutive days (a 'Qualified Stock'), and from deriving compensation from such activities involving non-compliant issuers. WSCF was also barred from violating Sections 10(b) and 17(a) of the federal securities laws by employing any device, scheme, or artifice to defraud; making untrue or misleading statements of material fact; or engaging in any practice that operated as a fraud or deceit. The company waived all rights to appeal, findings of fact, conclusions of law, and any claim to attorney fee reimbursement, and agreed to comply fully with the undertakings in its consent decree. The SEC retained jurisdiction over the matter to enforce the judgment, and WSCF was required to submit an affidavit within 14 days confirming receipt of the judgment. The judgment also implicitly subjected WSCF to potential statutory disqualification from self-regulatory organizations and precluded any immunity from criminal liability. All agents, employees, and persons in active concert with WSCF who received notice were similarly bound by the injunctions.

Enriched metadata

Scheme
broker-dealer-fraud (100%)
Court
Southern District of Florida
Case No.
1:11-cv-20413
Outcome
settled
Ticker
WSCF
Classified broker-dealer-fraud(confidence 100%). EDGAR detection: forms Form D· recall 29% / precision 9%. detection rule →
Parties
Securities and Exchange CommissionW ALL STREET CAPITAL FUNDING LLCPHHA CARDWELLROY COBELLAARON HIM
Keywords
scffinaldocument enteredentered flsdflsd docketdocket pagellcstockcapital fundingcapitalissuer stockentereddocketcv-dlg

Extracted insights

Dollar amounts 1
  • $50K $50,000 $10K–$100K
Entities 2
  • agency Securities and Exchange Commission
  • organization Securities and Exchange Commission
Triples 6
  • Securities and Exchange Commission filed a Complaint against Wall Street Capital Funding LLC, Phha Cardwell, Roy Cobell, and Aaron Him
  • Wall Street Capital Funding LLC consented to the Court's jurisdiction over itself and the subject matter of this action
  • Wall Street Capital Funding LLC was permanently restrained and enjoined from engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing purchase or sale of any stock unless it is a Qualified Stock
  • Wall Street Capital Funding LLC was permanently restrained and enjoined from promoting, advertising, or marketing any issuer of any stock unless it is a Qualified Stock
  • Wall Street Capital Funding LLC was permanently restrained and enjoined from violating Section 10(b) of the Exchange Act and Rule 10b-5 by using means of interstate commerce to defraud, make untrue statements, or engage in deceptive acts
  • Wall Street Capital Funding LLC was permanently restrained and enjoined from violating Section 17(a) of the Securities Act by using interstate commerce or mails in the offer or sale of any security to employ devices to defraud
Text layers
Extracted body text (12,074c)
UNITED STATES DISN  CT COURT
SOUTHERN DISY  CT OF FLOO  A
CASE NO. II-ZO4INCW .GRAHAM /GOODM AN
SECURITY S M D EXCHANGE COMV SSION
,
Plaintië
VS.
W
ALL STREET CAPITAL FUNDING LLC
,
PHHA  CARDW ELL. ROY CO  BELL
.
and
AARON HIM !,
Defendants.
/
F
G AL JUDGG  NT AS TO
DEFENDANT W ALL STREET CAPITAL FUNDG G LLC
The Securhies and Exclmnge Commission having filed a Complaint
,
and Defendant W all
Sleet Capital Funding LLC (ç$WSCF'') having entered a general appearance', consented to the
Court' s jurisdidion over itself and the subjed matl
er of this action; consented to entry of this
Final Judgment without admitting or denying the allegations of the Complaint (except as to
jurisdidionl; waived findings of fad and conclusions of Iaw; and waived any right to appeal
from this Final Judgment:
L
IT IS TIEREBY ORDERED, ADJIJDGED, AND DECQEED that
,
p
ursuant to Sedion
201) of the Securities AG of 1933 Csecurities Act'') (l5 U.S.C. j 77% )) and Sedions 21(dX5)
and 21(d)(6) of the Securities Exchange Act of 1934 rYxchange Act'') (15 U.S.C. j 78u(d)(5)
and (6)1, WSCF and its agents, servants, employees, attomeys, and aII persons in adive concert
or pm icipation with them w ho receive adual notice of this Final Judgment by personal seM ce
or otherwise are permsnently restrained and enjoined from:

(A) directly or indirectly engaging in activhies with a broker,dealer, or issuer for
pum oses of issuing, trnding, or inducing or attemping to induce the purchase or sale of any stock
unless it is (i) liste on a national x lHties exchsnge and (ii) has lud a markd capitalization of
at least $50,000,* 00 for 90 consecutive days (a Goua
liEed Stock''l', and
(B) 9om dirtdly or indiredly promotinp adveësinp or marketmg any issuer of any
stock lmless it is a Qualiled Stock', causing the promotiona advertisinp or marketing of any
issuer of any stock tmless h is a Qualiled Stock; or deriving compen>tion 9om the promotion,
advertising, or marketing of any issuer of any stock unless it is a Qualilled Stock.
R
IT IS FIJR'ITIER ORDERED, ADJIJDGED, AND DECREED tha
t, pursuant to
Section 21(d)(1) of the Exchange Ad (15 U.S.C. j 78u(d)(1)1 W SCF and its agents, servants,
employees, attorneys, and all persons in adive concert or pm icipation with them who receivt
acmal notice of this Final Judgment by personal serviœ  or otherwise are permanently restrained
and enjoined from violatinp diredly or indirectly, S
edion 10*) of the Exchange Ad (l5 U.S.C.
j 78j(b)) and Rule l0b-5 promulgated thereuàder (17 C.F.R. j 240.10b-5J, by using any means
or instrumentality of inte- ate commerce, or of the mails, or of any facility of any national
securities exchnnge, in connedion with the purchase or sale of any security or any securitpbased
swap ap eement:
(
a)  to employ any device, scheme, or aro ce 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 stateme< s made, in the light of the circum stnnces
under which they were made, not misleading; or
2

(c)  to engage in any act practice, or course of business which operates or would
Operate as a Saud or deceit upon any person.
IT IS FIJRTHER ORDERED, ADJUDGED. AND DEKREED that, pursuant to
Section 20(b) of the Securities AG (15 U.S.C. j 77t(
b)), W SCF and its agents, servants,
employees, attom eys, and all persons in active concert or pnrticipation with them who receive
actual notice of this Final Judgment by personal sewice or othexw ise are     ently restrained
and enjoined &om violating Section 17(a) of the Securities Act (15 U.S.C. j 77q(a)), by using
any means or ins% mentality of tzxnp ortaéon or communication in interstate œ mmerce, or the
mails, in the o/er or sale of any security or any sectzrity-based swap agrœ ment, diredly or
indirectly:
(a)  to employ any device, scheme, or artifce to defr
aud;
(b)  to obtain money or property by means of any untme sM ement of a material fact
or any omission to state 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 transadiow practice, or course
of business which operates or
would operate as a gaud or deceit upon the purcbnRer.
IV.
IT IS FIJRTHER ORDERED, ADJIJDGED, AND DECREED that the attached
Consent of Defendant W all Stred Capital Funding LLC is incorporated herein with the same
force and elTec't as if fully set folh hereil and th
at W SCF shall comply with a1l of the
undertakings and av eements set forth therein.

V.
IT IS FURTHER ORDERED, ADJIJDGED, A.ND DEUREED that this Court shall
retain jurisdidion of this matter for the purposes of enforcing the terms of this Final Judgment.
çoî. ly zoj,D
ated:SO O  RE .
tm l'1'O  STATES Dl   CT JUDGE
4

UNITED STATES DISTRIW  COURT
SOUM  RN DISTRICT OF FLORD A
CASE NO. II-ZO4INCW -G RAH AM /GOODM AN
SECURITY S M D EXCHANGE COM M ISSION,
Plaintië
VS.
W ALL STREET CAW TAL FUNDW G LLC,
Plc D  CARDW ELL. ROY CAO BELL, and
AARON HTY  ,
Defendants.
/
CONSENT OF DEFENDANT W ALL STREET CAPITAL FUNDW G LLC
1.   Defendant Wall Stred Capital Funding LLC CWSCF')
admits the Court's
jurisdidion over itself and over the subject matter of this adion.
Without admitting or denying the allegationsof the Conlplasnt (except as to
personal and subject matter jurisdidiona which W SCF
admits), W SCF hereby consents to the
entry of the Final Judgment as to Defendant W all Strœt Capital Funding LLC in the form
attached hereto (the V inal Judgmenf') and incomorated by reference herein, wllich, among other
things:
(a) Permanently restrains and enjoins WSCF: &om dire
dly or indiredly engaging
in activities with a broker, dealer. or issuer for purposes of issuing, tm ding, or
inducing or attempting to induce the purchase or sale of any stock lxnless it is
(i) listed on a national sœurities exchange and (ii) bit.q had a market
capitalization of at least $50,000,0000 for 90 Gmsecutive days (a Goualified
5

Stock''),' and from diredly or indire ly promoting, adveësing, or marketing
any issuer of any stock unless it is a Qualised Stock; causing the promotion,
advertising, or markding of any issuer of any stock lmless it is a Qualified
Stock; or deriving compensation âom the promotiona advertising, or
marketing of any issuer of any stock unless it is a
Qualilie Stock; and
(b) permanently restrains and enjoins W SCF from violation of Sedion 17(a) of
the Spnlrities Ad of 1933 Csenlrities Act'') (15 U.S.C. j 77q(a)), Sedion
101) of the Securities Exchange Ad of 1934 (ttExchange Ad'') (15 U.S.C. j
78j(b)J and Rule 10b-5 therennderll; C.F.R. j 240.10b-5J.
W SCF waives the entry of Endings of fad and conclusi
ons of law pursuant to3.
Rule 52 of the Federal Rules of Civil Procedure.
4.
Final Judgment.
5.
WSCF waives the right, if any, to a jury trial and to appeàl âom the entry of the
W SCF enters into tMs Consent voluntarily and represents that no threats, oFers,
promises, or inducements of any kind have been made by the Commission or any member,
om cer, employee, agent, or representative of the Com
mission to induce W SCF to enter into this
Consent.
6.   W SCF agrees that this Consent shall be incom orated into the Final Judgm ent with
the same force and efl-ect ms if fully set forth therein.
7.   W SCF will not oppose the exorcement of the Final
Judgment on the vound, if
any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and
hereby waives any objection based thereon.
8.    W SCF waives service of the Final Judgm ent and ap'
ees that ently of the Final
6

Judgment by the Court and sling with the Clerk of the Court will constitute notice to W SCF of
its terms and conditions. W SCF further amees to prodde counsel for the Commissioq within
fourteen (14) days aqer the Final Judgment is Eled with the Clerk of the Court, with an amdavit
or declaration stating that W SCF bnK ree-ived and read a copy of the Final Jud> ent
.
9
.   Consistent with 17 C.F.R. 202.5(9, this Consent resolves only the claims asserted
against W SCF in this civil proe- zing. W SCF acknowledges that no promise or representation
has been made by the Commission or any member, oë cer, employee
,
agent, or representative of
the Commission with regard to any criminal liability
 that may have arisen or may G Se 9om the
fads underlying this action or immunity from any such criminal liability
. W SCF waives any
claim of Double Jeopardy based upon the settlement of this prorM inp including the imposition
of any remedy or civil penalty herein. W SCF further acknowledges that the Court's entry of a
permanent injundion may have collateral consmuences under feeral or state law and the rules
and regulations of self-regulatory organizations, licensing boards, and other regulatory
organizations.  Such collateral consequences include. but are not limited to, a statutory
disqualifkation with respec't to membership or parti
cipation iny or association with a member ofl
a self-regulatory organization. This statutory disqualilcation has consm uences that are separate
from any sancwtion i>posed in an administrative proceeding.  In additiol in any disciplinary
proceeding before the Commission based on the entry of the injundion in this actionv W SCF
understands that it shall not be permitted to contest the faM lal alleNtions of the Complaint in
this nnlion.
10.   W SCF understands and agrees to comply with the C
ommission's policy dçnot to
permit a defendant or respondent to consent to ajudnent or order lbnt imposes a sandion while
denying the allegations in the complaint or order fo
r proceedings
.
''  17 C.F.R. j 202.5.  ln

compliance with this policy, WSCF apees: (i) not to take any action or to make or permit to be
made any public statement denying, diredly or indir= ly, any allegation in the Complaint or
creating the impression that the Complaint is without facmal basis; and (ii) that upon the sling of
this Consent, W SCF will be deemed to have withdrawn
any papers fled in this adion to the
extent that they deny any allegation in the Complaint. If W SCF breaches this areement
,
the
Commission may petition the Court to vnrmte the Final Judgment and res-tore this nction to its
adive docket. Nothing in this paravaph sleds W SCF'S: (i) testimonial obligations; or (ii) right
to take legal or fae lal positions in litigation or o
ther legal proc-zings in which the Commission
is not a party.
11.   W SCF hereby waives any rights under tbe F..- 1 Access to Justice Act
,
the Small
Business Regulatory Enforcement Fairness Ad of 1996
,
or any other provision of law to seek
from the United States, or any agency, or any oë cial of the United States acting in his or her
om cial capacity, directly or indiredly, reimbursement of attorney's fees or other fees
, expenses,
or costs expended by W SCF to defend against this nction. For these purpoxs, W SCF v ees that
it is not the prevailing party in tbis adion since the parties have reached a good faith settlement
.
1
2.   W SCF agrees that the Commission may present the Final Judgment to the Coul
for signature and entry without further notice.
8

13.   W SCF ap ees that tMs
pum ose of ee orcing the terms of the Final Judgment.
Court shall retxin jurisdiction over tMs matter for the
kb Qo 11D
ated:WALL S   T      FUNDW G LLC
By:      . .     .    j
Roy   p bel 1       yo.xz.
.
o u, K -.    '#-
Pr ' ent       cvst+-)a9 - 77 -G V - &3 NE 1
< St Suite 727
M iami, FL 33132
On         Q b  2011
,
Roy Campbell a person known to me, personally appear
ed!
before me and ac  owledged executing the foregolng Consent w1t11 full authority to do so on
behalf of W all Stred Capital Funding LLC as its President.
Notary Public
C
ommission expires:
q:*     xN. ..r. . % xQN
!   !*1  m X*lK51QN # DD 038971
'    z-  EXPIREKAnI-  3
, 2014' '
Rn- nxwwypekag- io ..   /jirA
pproved as to fonù:
Thomas L. Taylor 111
T
he Taylor Law Om ces, P.C.
4550 Post Oak Place Dr. Ste. 241
Houstonv TX 77027
Tel: 713-626-5300
Fax: 713-402-6154
taylor@tltaylorlam com
Attorneyfor Defendant Wall A eef Capital Funding LLC
9
OCR text (12,917c · tika · 95% conf)
UNITED STATES DISN CT COURT
SOUTHERN DISY CT OF FLOO A

CASE NO. II-ZO4INCW .GRAHAM /GOODM AN

SECURITY S M D EXCHANGE COMV SSION
,

Plaintië

VS.

W ALL STREET CAPITAL FUNDING LLC,
PHHA  CARDW ELL. ROY CO BELL

. and
AARON HIM !,

Defendants.

/

FG AL JUDGG NT AS TO

DEFENDANT W ALL STREET CAPITAL FUNDG G LLC

The Securhies and Exclmnge Commission having filed a Complaint, and Defendant W all

Sleet Capital Funding LLC (ç$WSCF'') having entered a general appearance', consented to the

Court' s jurisdidion over itself and the subjed matler of this action; consented to entry of this

Final Judgment without admitting or denying the allegations of the Complaint (except as to

jurisdidionl; waived findings of fad and conclusions of Iaw; and waived any right to appeal

from this Final Judgment:

L

IT IS TIEREBY ORDERED, ADJIJDGED, AND DECQEED that
, pursuant to Sedion

201) of the Securities AG of 1933 Csecurities Act'') (l5 U.S.C. j 77% )) and Sedions 21(dX5)

and 21(d)(6) of the Securities Exchange Act of 1934 rYxchange Act'') (15 U.S.C. j 78u(d)(5)

and (6)1, WSCF and its agents, servants, employees, attomeys, and aII persons in adive concert

or pm icipation with them w ho receive adual notice of this Final Judgment by personal seM ce

or otherwise are permsnently restrained and enjoined from:

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 1 of 9



(A) directly or indirectly engaging in activhies with a broker,dealer, or issuer for

pum oses of issuing, trnding, or inducing or attemping to induce the purchase or sale of any stock

unless it is (i) liste on a national x lHties exchsnge and (ii) has lud a markd capitalization of

at least $50,000,* 00 for 90 consecutive days (a GoualiEed Stock''l', and

(B) 9om dirtdly or indiredly promotinp adveësinp or marketmg any issuer of any

stock lmless it is a Qualiled Stock', causing the promotiona advertisinp or marketing of any

issuer of any stock tmless h is a Qualiled Stock; or deriving compen>tion 9om the promotion,

advertising, or marketing of any issuer of any stock unless it is a Qualilled Stock.

R

IT IS FIJR'ITIER ORDERED, ADJIJDGED, AND DECREED that, pursuant to

Section 21(d)(1) of the Exchange Ad (15 U.S.C. j 78u(d)(1)1 W SCF and its agents, servants,

employees, attorneys, and all persons in adive concert or pm icipation with them who receivt

acmal notice of this Final Judgment by personal serviœ  or otherwise are permanently restrained

and enjoined from violatinp diredly or indirectly, Sedion 10*) of the Exchange Ad (l5 U.S.C.

j 78j(b)) and Rule l0b-5 promulgated thereuàder (17 C.F.R. j 240.10b-5J, by using any means

or instrumentality of inte- ate commerce, or of the mails, or of any facility of any national

securities exchnnge, in connedion with the purchase or sale of any security or any securitpbased

swap ap eement:

(a) to employ any device, scheme, or aro ce 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 stateme< s made, in the light of the circum stnnces

under which they were made, not misleading; or

2

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 2 of 9



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

Operate as a Saud or deceit upon any person.

IT IS FIJRTHER ORDERED, ADJUDGED. AND DEKREED that, pursuant to

Section 20(b) of the Securities AG (15 U.S.C. j 77t(b)), W SCF and its agents, servants,

employees, attom eys, and all persons in active concert or pnrticipation with them who receive

actual notice of this Final Judgment by personal sewice or othexw ise are ently restrained

and enjoined &om violating Section 17(a) of the Securities Act (15 U.S.C. j 77q(a)), by using

any means or ins% mentality of tzxnp ortaéon or communication in interstate œ mmerce, or the

mails, in the o/er or sale of any security or any sectzrity-based swap agrœ ment, diredly or

indirectly:

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

(b) to obtain money or property by means of any untme sM ement of a material fact

or any omission to state 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 transadiow practice, or course of business which operates or

would operate as a gaud or deceit upon the purcbnRer.

IV.

IT IS FIJRTHER ORDERED, ADJIJDGED, AND DECREED that the attached

Consent of Defendant W all Stred Capital Funding LLC is incorporated herein with the same

force and elTec't as if fully set folh hereil and that W SCF shall comply with a1l of the

undertakings and av eements set forth therein.

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 3 of 9



V.

IT IS FURTHER ORDERED, ADJIJDGED, A.ND DEUREED that this Court shall

retain jurisdidion of this matter for the purposes of enforcing the terms of this Final Judgment.

çoî. ly zoj,Dated: SO O RE .

tm l'1'O  STATES Dl CT JUDGE

4

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 4 of 9



UNITED STATES DISTRIW  COURT
SOUM RN DISTRICT OF FLORD A

CASE NO. II-ZO4INCW -G RAH AM /GOODM AN

SECURITY S M D EXCHANGE COM M ISSION,

Plaintië

VS.

W ALL STREET CAW TAL FUNDW G LLC,
Plc D  CARDW ELL. ROY CAO BELL, and

AARON HTY ,

Defendants.
/

CONSENT OF DEFENDANT W ALL STREET CAPITAL FUNDW G LLC

1. Defendant Wall Stred Capital Funding LLC CWSCF') admits the Court's

jurisdidion over itself and over the subject matter of this adion.

Without admitting or denying the allegationsof the Conlplasnt (except as to

personal and subject matter jurisdidiona which W SCF admits), W SCF hereby consents to the

entry of the Final Judgment as to Defendant W all Strœt Capital Funding LLC in the form

attached hereto (the V inal Judgmenf') and incomorated by reference herein, wllich, among other

things:

(a) Permanently restrains and enjoins WSCF: &om diredly or indiredly engaging

in activities with a broker, dealer. or issuer for purposes of issuing, tm ding, or

inducing or attempting to induce the purchase or sale of any stock lxnless it is

(i) listed on a national sœurities exchange and (ii) bit.q had a market

capitalization of at least $50,000,0000 for 90 Gmsecutive days (a Goualified

5

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 5 of 9



Stock''),' and from diredly or indire ly promoting, adveësing, or marketing

any issuer of any stock unless it is a Qualised Stock; causing the promotion,

advertising, or markding of any issuer of any stock lmless it is a Qualified

Stock; or deriving compensation âom the promotiona advertising, or

marketing of any issuer of any stock unless it is a Qualilie Stock; and

(b) permanently restrains and enjoins W SCF from violation of Sedion 17(a) of

the Spnlrities Ad of 1933 Csenlrities Act'') (15 U.S.C. j 77q(a)), Sedion

101) of the Securities Exchange Ad of 1934 (ttExchange Ad'') (15 U.S.C. j

78j(b)J and Rule 10b-5 therennderll; C.F.R. j 240.10b-5J.

W SCF waives the entry of Endings of fad and conclusions of law pursuant to3.

Rule 52 of the Federal Rules of Civil Procedure.

4.

Final Judgment.

5.

WSCF waives the right, if any, to a jury trial and to appeàl âom the entry of the

W SCF enters into tMs Consent voluntarily and represents that no threats, oFers,

promises, or inducements of any kind have been made by the Commission or any member,

om cer, employee, agent, or representative of the Commission to induce W SCF to enter into this

Consent.

6. W SCF agrees that this Consent shall be incom orated into the Final Judgm ent with

the same force and efl-ect ms if fully set forth therein.

7. W SCF will not oppose the exorcement of the Final Judgment on the vound, if

any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and

hereby waives any objection based thereon.

8. W SCF waives service of the Final Judgm ent and ap'ees that ently of the Final

6

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 6 of 9



Judgment by the Court and sling with the Clerk of the Court will constitute notice to W SCF of

its terms and conditions. W SCF further amees to prodde counsel for the Commissioq within

fourteen (14) days aqer the Final Judgment is Eled with the Clerk of the Court, with an amdavit

or declaration stating that W SCF bnK ree-ived and read a copy of the Final Jud> ent.

9. Consistent with 17 C.F.R. 202.5(9, this Consent resolves only the claims asserted

against W SCF in this civil proe- zing. W SCF acknowledges that no promise or representation

has been made by the Commission or any member, oë cer, employee, agent, or representative of

the Commission with regard to any criminal liability that may have arisen or may G Se 9om the

fads underlying this action or immunity from any such criminal liability. W SCF waives any

claim of Double Jeopardy based upon the settlement of this prorM inp including the imposition

of any remedy or civil penalty herein. W SCF further acknowledges that the Court's entry of a

permanent injundion may have collateral consmuences under feeral or state law and the rules

and regulations of self-regulatory organizations, licensing boards, and other regulatory

organizations. Such collateral consequences include. but are not limited to, a statutory

disqualifkation with respec't to membership or participation iny or association with a member ofl

a self-regulatory organization. This statutory disqualilcation has consm uences that are separate

from any sancwtion i>posed in an administrative proceeding. In additiol in any disciplinary

proceeding before the Commission based on the entry of the injundion in this actionv W SCF

understands that it shall not be permitted to contest the faM lal alleNtions of the Complaint in

this nnlion.

10. W SCF understands and agrees to comply with the Commission's policy dçnot to

permit a defendant or respondent to consent to ajudn ent or order lbnt imposes a sandion while

denying the allegations in the complaint or order for proceedings.'' 17 C.F.R. j 202.5. ln

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 7 of 9



compliance with this policy, WSCF apees: (i) not to take any action or to make or permit to be

made any public statement denying, diredly or indir= ly, any allegation in the Complaint or

creating the impression that the Complaint is without facmal basis; and (ii) that upon the sling of

this Consent, W SCF will be deemed to have withdrawn any papers fled in this adion to the

extent that they deny any allegation in the Complaint. If W SCF breaches this areement, the

Commission may petition the Court to vnrmte the Final Judgment and res-tore this nction to its

adive docket. Nothing in this paravaph sleds W SCF'S: (i) testimonial obligations; or (ii) right

to take legal or fae lal positions in litigation or other legal proc-zings in which the Commission

is not a party.

11. W SCF hereby waives any rights under tbe F..- 1 Access to Justice Act
, the Small

Business Regulatory Enforcement Fairness Ad of 1996, or any other provision of law to seek

from the United States, or any agency, or any oë cial of the United States acting in his or her

om cial capacity, directly or indiredly, reimbursement of attorney's fees or other fees, expenses,

or costs expended by W SCF to defend against this nction. For these purpoxs, W SCF v ees that

it is not the prevailing party in tbis adion since the parties have reached a good faith settlement.

12. W SCF agrees that the Commission may present the Final Judgment to the Coul

for signature and entry without further notice.

8

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 8 of 9



13. W SCF ap ees that tMs

pum ose of ee orcing the terms of the Final Judgment.

Court shall retxin jurisdiction over tMs matter for the

kb Qo 11Dated: WALL S T FUNDW G LLC

By: . . . j
Roy p bel 1 yo.xz.

.o u, K -. '#-
Pr ' ent cvst+-)a9 - 77 -G V - &3 NE 1

< St Suite 727

M iami, FL 33132

On Q b 2011
, Roy Campbell a person known to me, personally appeared!

before me and ac owledged executing the foregolng Consent w1t11 full authority to do so on

behalf of W all Stred Capital Funding LLC as its President.

Notary Public
Commission expires:

q:* xN. ..r. . % xQN
! !*1 m X*lK51QN # DD 038971
' z- EXPIREKAnI-  3, 2014' ' 

Rn- nxwwypekag- io ../jirA
pproved as to fonù:

Thomas L. Taylor 111
The Taylor Law Om ces, P.C.

4550 Post Oak Place Dr. Ste. 241
Houstonv TX 77027

Tel: 713-626-5300
Fax: 713-402-6154

taylor@tltaylorlam com

Attorneyfor Defendant Wall A eef Capital Funding LLC

9

Case 1:11-cv-20413-DLG   Document 50   Entered on FLSD Docket 10/13/2011   Page 9 of 9