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

UNITED STATES DISTRICT COIJRT
SOUTH ERN DISTRICT OF FLORIDA
CASE NO. 114 0413-CW -GkAHAM /GOO DM AN
SECURITIES M D EXCHANGE COMV SSION,
PlaintiF,
VS.
W ALL STREET CAPITAL FUNDING LLC,
PY LIP CARDW ELL, ROY CAW BELL, and
AARON HIM  ,
D
efendants.
FINAL JUDGG  NT AS TO DEFENDANT PHILIP CARDW ELL
The Securiues and Exchsnge Commission having lled a
Complaint and Defendant
Philip Cardwell having entered a general appen-nce; consented to tbe Court's jurie ction over
MmKelf and the subject matter of this action; consented to entry of this Final Judm ent without
ndmitting or denying the allegations of the Complain
t (except as to jurisdidion); waived fmdings
of fact and conclusions of law; and waived any rigllt to appeal from  this Final Judgment:
1.
IT IS HEREBY ORDERED, ADJUDGED, AND DECQEED that purslxnnt to Secdon
20(g) of the Securities Act of 1933 Csecurities Act''l (15 U.S.C. j 77t(g)) and Sections 21(d)(5)
and 21(d)(6) of the Securities Exchange Act of 1934
CExchange Act'') E15 U.S.C. j 78u(d)(5)
and (6)q, Cardwell and his agents, servants, employees, attomeys, mzd all persons in acdve
concert or participaéon w1t11 them who receive acllsl notice of this Final Jud> ent by personal
service or otherwise are permsnently reskained and enjoined gom;

(A) directly or indirectly engaging in activities with a broker,doler, or issuer for
purposes of issuing, trading, or inducing or attempdng to induce the purchœqe or sale of any stock
unless it is (i) listed on a national securides exchange and (ii) has had a msrket capitalization of
at least $50,000,0000 for 90 consecutive days (a Rou
alised Stock''); and
(B) 9om directly or indirectly promoting, advertising, or mamketing any issuer of any
stock unless it is a Qualised Stock; causing the promotiony adveGsing, or marketing of any
issuer of any stock unless it is a Qualised Stock; or deriving compensation from the promotion,
advertising, or marketing of any issuer of any s'tock 'mless it is a Qualified Stock.
H.
IT IS FURTIIER ORDERED, ADJUDGED, Ae  DECREED that pu
rsuant to
Secdon 21(d)(1) of the Exchange Act (15 U.S.C. j 78u(d)(1)), Cardwell and his agents, servantq,
employees, attorneys, and a11 persons in adive concert or pe cipation w1t.11 them who receive
actlxnl notice of this Final Judo ent by personal service or otherwise are N nnsnently re- ined
and enjoined from violae g, directly or indirectly, Section 101) of the Exchange Act (15 U.S.C.
j 78j(b)) and Rule 1015 promulgated thereunder (17 C.F.R. j 240.10b-5), by using any me>nn
or instnzmentality of interstate com merce, or of the
 mails, or of any facility of any national
sœurities exchange, in connection w1t11 the purchase or sale of any secudty or any securitpbased
swap am em ent:
(
a)  to employ any device, Kheme, or aro ce to defraud;
(b)   to make any untrue statement of a matedal fact or to onlit to state a material fact
necessary in order to make the statements made, in the light of the cirmlmntances
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 fraud or deceit upon any person.
111.
IT IS FURTIV R ORDERED, ADJIJDGED,AND DECREED that, pursuant to
Section 201) of the Sece ties Act (15 U.S.C. 9 77t(b)
), Cardwell and his agents. servants,
employees, attomeys, and al1 persons in active concert or participation w1t11 them who receive
acfzml notice of tbis Final Judn ent by personal service or otherwise are m rmnnently res- ined
and enjoined 9om violating Section 17(a) of the Secu
rities Act (15 U.S.C. j 77q(a)), by using
any means or instnzmentality of fmnsportation or commlmication in interstate com merce, or the
mails, in the oFer or sale of any security or any securitpbased swap agreemen: directly or
indirectly:
(a)  to employ any device, scheme, or artifke to deH ud;
(b)  to oblnin money or property by means of any untr
ue sitement of a material fad
or any omission to state a material fact neces= y in order to make the statements mnde,
in light of the circumstances under which they were made, not misleading; or
(c)   to engage in any tmnAaction, practice, or course of business which operates or
would operate ms a gaud or deceit upon the purchaser.
lV.
IT IS FIJR'IW R ORDERED, ADJIJDGED, AND DECREED that
Defendant
Cardwell is liable for disgorgement of $50,000, representing prosts gained ms a result of the
conduct alleged in the Complaint and a civil penalty in the amolmt of $75,000 plmnnnt to
Section 20(d) of the Secudties Act (15 U.S.C. j 77t(d)) and Sedion 21(d)(3) of the Exchange
3

Act (15 U.s.c. j 78u(d)(3)1. cardwell shall >tisfy this obligation by paying $125,000 whhin 14
days n*er entry of this Final Judm ent by certifed check, bxnk cmshier's check, or United States
postal money order payable to the Securiies and Exchange Commission. The pam ent shall be
delivered or mailed to the Secudues and Exchange Com
mission, Om ce of Finsncial
M anagement, Accounts Receivable, 100 F Skeet NE Stop 6042, W mshington DC 20549, and
shall be accompe ed by a letter idenifying Cardwell as a defendnnt in this ac:on; setling forth
the title and civil action number of this action and the name of this Courq and specifying that
payment is made ptlrsllnnt to this Final Jud> ent.  Cardwell shall simultaneously kansmit
photocopies of such pam ent and letter to the Com miss
ion's counsel in this adiow Todd D.
Brody, and to Robert J. Keyes, Associate Regional Director, U.S. Securities and Excbnnge
Commissiow New York Regional Oo ce, 3 W orld Financial Center, Room 400, New York, New
York 10281-1022.  Defendnnt shall pay pox-judgment interest on any delinquent amounts
purslmnt to 28 USC j 1961.  The Commission shallremlt the ftmds paid purmlnnt to this
pare  ph to the United States Treasury.
V.
IT IS FURTIIER ORDERED, ADJIJDGED, AND DECREED that
the attached
Consent of Defendant Philip Cardwell is incorpprated herein w1t11 the ume force and eFect as if
fully set forth herein, and that Cadwell shall compl
y with a11 of the tmdertskings and ap eements
set forth ierein.
4

W .
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall
retainjurisdiction of tllis matter for the puposesof enforcing the terms of this FM  Judgment.
SO O   RE
U
M TED STATES DISTRICT JUDGE
p.t-t.r :20,,Dated:    /
5

ITM TED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 11-20413-CIV-GRAHAM /GOODM AN
SECURITIES AND EXCHANGE COM M SSION ,
Plainuf,
VS.
W ALL STREET CAPITM  FUNDING LLC,
PHILIP CARDWELL, ROY CAW BELL, and
AARON IIIM  ,
D
efendants.
CONSENT OF DEFENDANT PHH ,IP CARDW ELL
Defendant Philip Cardwell admits the Court's jurisdicuon over himself and over
the subject matter of this action.
2.   Without ndmltting or denying the allegaions of the Complaint (except as to
personal and subjed matter jurisdiction, which Cardw
ell sdmits), Cardwell hereby consents to
the entry of the Final Judn ent ms to Defendnnt Philip Cardwell in the form attached hereto tthe
tTinal Jud> enf') and incorporated by reference herein, which, among other thlngs:
(a) Permanently ree ains and enjoins Cardwell: from directly or indiredly
engaging in acivities w1111 a broker, dealer, or issuer for purposes of issuing,
kading, or inducing or attempting to induce the purchase or sale of any stock
xmless it is (i) listed on a national securities excbsnge and (ii) has had a market
capitalization of at least $50,000,0000 for 90 conse
cutive days (a ççoualifed
Stocko); and from directly or indirectly promoting, adveYsing, or markeing
6

any issuer of any stock lmless it is a Qualifed Stock; causing the promotion,
advertising, or marketing of any issuer of any stock lmless it is a Qualified
Stock;  or dedving compensaion from the promoéow advertising, or
msrketing of any issuer of any stock tmless it is a Qualised Stœk;
(b) permnnently restrains and enjoins Cardwell 9om violation of Section 17(a) of
the Securiies Act of 1933 Ctsecurhies Act''l I15 U.S
.C. j 77q(a)), Secion
101) of the Securiûes Exchange Act of 1934 CExchange Act'') I15 U.S.C. j
78j(b)) and Rule 10b-5 thereunder (17 C.F.R. j 240.10b-5);
(c) orders Cardwell to pay disgorgement of $50,000; and
(d) orders Cardwell to pay a civil penalty in the amount of $75,0*  purmmnt to
Section 21(d)(3) of the Exchange Act (15 U.S.C. j 78
u(d)(3)).
Cardwell agrees that he shall not seek or accept, directly or indirectly,3.
reimbursement or indemnituauon from any source, including but not limited to N m ent made
pursuant to any insurance policy, * 111 regard to any civil penalty amounts that Cardwell pays
pursuant to the Final Judgment regardless of whdher such m nalty amolmts or any part thereof
are added to a distribution fund or otherwise IIAe,H for the beneft of investors. Cardwell futher
agrees that he shall not claia  asserq or apply for a
 tax deduction or tax credit w1t11 regard to any
federal, state, or local tax for any penalty amounts
 that Cardwell pays pursuant to the Final
Jud> ent, regsnlless of whether such penalty amounts or any part thereof are added to a
die bution fund or otherwise tlsed for the benest of investors.
4.   Crdwell waives the e11%  of fmdings of fact and conclusions of 1aw pursllsnt to
Rule 52 of the Federal Rules of Civil Procedure.
Cardwell waives the right, if any, to ajury GaI and to appeal âom the entry of the
7

Final Judgment.
6.   Cardwell enters into tbis Consent volunlnrily and represents that no threats, oFers,
promises, or inducements of any kind have been made by the Commission or any member,
om cer, employee, agenta or representadve of the Commission to induce Cardwell to enter into
this Consent.
C
ardwell agrees that this Consent shall be incom orated into the Final Judm ent
with the same force and elect ms if fully set forth therein.
8.   Cardwell will not oppose the enforcement of the Final Judgment on the ground, if
any exisls, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and
hereby waives any objection bmqed thereon.
9.   Cardwell waives service of the Final Judgment and
agrees that entry of the Final
Judgment by the Court and filing w1t11 the Clerk of the Court will constimte notice to Cardwell of
its terms and conditions. Cardwell fnd%er ar ees to provide counAel for the Commission, witbin
fourteen (14) days O er the Final Judn ent is liled w1t11 the Clerk of the Co%  * 111 an e davit
or declaration stating that Cardwell has received and read a copy of the Final Judgm ent.
10.  Consistent w111: 17 C.F.R. 202.5(9, this Consent resolves only the claims Dserted
against Cardwell in this civil proceeding.  Cardwell
acu owledges tbat no promise or
representauon has been made by the Commission or any member, om cer, employee, agent or
repmsentative of the Commlssion w11 regard to any criminnl liability that may have adsen or
may arise 9om the facts underlying this action or immunity 9om any such criminsl liability.
Cardwell waives any claim of Double Jeopardy bmsed upon the settlement of this proceeding,
including the imposition of any remedy or civil pena
lty herein. Cardwell Glrther acu owledges
that the Court's entry of a permanent injuncuon may
have collateral consequences under federal
8

or state law and the rules and regulations of self-regulatory orgnmlymtions, licensing boards, and
other regulatory organizaions. Such collateral consequences include, but are not limited to, a
statutory disqualifcaéon w1111 resped to membership or participafon ins or mssociation * 111 a
member ofi a self-regulatory organization. 'fhis sta
ttltory disqualifcation has consequences that
are separate from any sanction imposed in an adminis% tive proceeding. In additiow in any
disciplino  proceeding before the Commission based on the entry of the injuncuon in this
action, Cardwell tmderstands that he shall not be permitted to contest the facnml alltgaéons of
the Complaint in this action.
Cardwell tmderKtnnds and agees to comply w1t11 the Commission's policy Gnot to
pernu't a defendmnt or respondent to consent to ajud
m ent or order that imposes a sancuon while
denying the allegations in the complaint or order for proceedings.''  17 C.F.K j 202.5.  In
compliance w1t.11 this policy, Cardwell v ees: (i) not to take any action or to mske or mrmit to
be made any public statement denying, directly or indirectly, any allegation in the Complaint or
creating the impression that the Comple t is without
factual basis; and (ii) that upon the Iiling of
this Comsent Cardwell will be deemed to have withdrawn any papers sled in this acion to ie
extent that they deny any allegation in the Comple t. If Cardwell breaches tllis arœment the
Commission mny petiuon the Court to vacate the Finsl Jud> ent and restore this action to its
nctive docket. Notbing in tbis pnmgraph afects Cardwell's: (i) testimonial obligations; or (ii)
right to take legal or factlml m sitions in lidgation or other legal proce ings in which the
Commlssion is not a party.
Cardwell hereby waives any rights tmder tlle Equal A
ccess to Justice Act tàe
Smnll Business Regulatov Enforcement Fnlrness Act of 1996, or any oier provision of 1aw to
seek from the United States, or any agency, or any oo cial of the United States acting in Ms or
9

her oëcial capacity, directly or indirectly, reimbursement of attomey's fees or other fees,
expenses, or costs expended by Crdwell to defend against this acuon.  For these pup oses,
Cardwell agees that he is not the prevailing party in this action since the pa 'es have reached a
good faith settlement.
13.   Cardwell apees that the Comm ission may present the Final Jud> ent to the
Court for siN ature and entry without llrther noice.
10

Cardwell v ees that tllis Court shall renin jurisdicuon over this matter for the
purpose of enfom ing the termn of the Finnl Judm ent.
#/, ? / / ,Dated:
Philip C dwell
On , 2011, , a m rson known to me,
personally appeared before me and acu owledged execue
g the forego' g Consent.
Notary Public
Comm ission e pires:
Approved  to form:
Thom   . Taylor III
n e Taylor Law Ofsces, P.C.
4550 Pos't Oak Place I)r. Ste. 241
H
oustow 'I'X 77027
Tel: 713-626-5300
Fax: 713-402-6154
taylor@tltaylorlamcom
Auorneyfor Dexa#lal Phillp CJrA eJJ
Nu* f Californi.. Coupty Qf
œ         ofore me.
Notary ubllt.-rsondly:p- d   , l ' ,
wKo provd to nw o: th. bui: of s. factory e 'dence to t. the yrsonœ
wj-  name l ik- subxdœ  to tl witlgn instrument ard Kknowle   to
qw tut     ea ptetlgsoe in bi-- ' ' 'rauthe e  cv cityle .
aod tat by h*' -'''r vig- ufe  on 11w inwLru- t the pelxnt/. or tlle
enuty epon e alf of ebidt tle j= t* ) açted. txxuted t*@ ipstrurmmt.
I  -'fy u' M  PENAID  OF PERJURY under the lawl 4 the
Aa. of n1** . *.' tle 1% foe  y    A .ls Ia. and correm.
Smyke  *M* eI*le .
AFsifl. KH:OnAM
cemmlsqlt, # :?gscsù
- s  '  Neury pq:lt - callurnl.  jl       t
.
x
 Anqel.. coqnty  -!
.  -  -  -  -  -
M! C
-
Q*
- '!. !;'''-' A- r' M '-?0t1 2. 1
11

UNITED STATES DISTRICT COIJRT
SOUTH ERN DISTRICT OF FLORIDA

CASE NO. 114 0413-CW -GkAHAM /GOO DM AN

SECURITIES M D EXCHANGE COMV SSION,

PlaintiF,

VS.

W ALL STREET CAPITAL FUNDING LLC,
PY LIP CARDW ELL, ROY CAW BELL, and
AARON HIM ,

Defendants.

FINAL JUDGG NT AS TO DEFENDANT PHILIP CARDW ELL

The Securiues and Exchsnge Commission having lled a Complaint and Defendant

Philip Cardwell having entered a general appen-nce; consented to tbe Court's jurie ction over

MmKelf and the subject matter of this action; consented to entry of this Final Judm ent without

ndmitting or denying the allegations of the Complaint (except as to jurisdidion); waived fmdings

of fact and conclusions of law; and waived any rigllt to appeal from  this Final Judgment:

1.

IT IS HEREBY ORDERED, ADJUDGED, AND DECQEED that purslxnnt to Secdon

20(g) of the Securities Act of 1933 Csecurities Act''l (15 U.S.C. j 77t(g)) and Sections 21(d)(5)

and 21(d)(6) of the Securities Exchange Act of 1934 CExchange Act'') E15 U.S.C. j 78u(d)(5)

and (6)q, Cardwell and his agents, servants, employees, attomeys, mzd all persons in acdve

concert or participaéon w1t11 them who receive acllsl notice of this Final Jud> ent by personal

service or otherwise are permsnently reskained and enjoined gom;

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 1 of 11



(A) directly or indirectly engaging in activities with a broker,doler, or issuer for

purposes of issuing, trading, or inducing or attempdng to induce the purchœqe or sale of any stock

unless it is (i) listed on a national securides exchange and (ii) has had a msrket capitalization of

at least $50,000,0000 for 90 consecutive days (a Roualised Stock''); and

(B) 9om directly or indirectly promoting, advertising, or mamketing any issuer of any

stock unless it is a Qualised Stock; causing the promotiony adveGsing, or marketing of any

issuer of any stock unless it is a Qualised Stock; or deriving compensation from the promotion,

advertising, or marketing of any issuer of any s'tock 'mless it is a Qualified Stock.

H.

IT IS FURTIIER ORDERED, ADJUDGED, Ae  DECREED that pursuant to

Secdon 21(d)(1) of the Exchange Act (15 U.S.C. j 78u(d)(1)), Cardwell and his agents, servantq,

employees, attorneys, and a11 persons in adive concert or pe cipation w1t.11 them who receive

actlxnl notice of this Final Judo ent by personal service or otherwise are N nnsnently re- ined

and enjoined from violae g, directly or indirectly, Section 101) of the Exchange Act (15 U.S.C.

j 78j(b)) and Rule 1015 promulgated thereunder (17 C.F.R. j 240.10b-5), by using any me>nn

or instnzmentality of interstate com merce, or of the mails, or of any facility of any national

sœurities exchange, in connection w1t11 the purchase or sale of any secudty or any securitpbased

swap am em ent:

(a) to employ any device, Kheme, or aro ce to defraud;

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

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

under which they were made, not misleading; or

2

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 2 of 11



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

operate as a fraud or deceit upon any person.

111.

IT IS FURTIV R ORDERED, ADJIJDGED,AND DECREED that, pursuant to

Section 201) of the Sece ties Act (15 U.S.C. 9 77t(b)), Cardwell and his agents. servants,

employees, attomeys, and al1 persons in active concert or participation w1t11 them who receive

acfzml notice of tbis Final Judn ent by personal service or otherwise are m rmnnently res- ined

and enjoined 9om violating Section 17(a) of the Securities Act (15 U.S.C. j 77q(a)), by using

any means or instnzmentality of fmnsportation or commlmication in interstate com merce, or the

mails, in the oFer or sale of any security or any securitpbased swap agreemen: directly or

indirectly:

(a) to employ any device, scheme, or artifke to deH ud;

(b) to oblnin money or property by means of any untrue sitement of a material fad

or any omission to state a material fact neces= y in order to make the statements mnde,

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

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

would operate ms a gaud or deceit upon the purchaser.

lV.

IT IS FIJR'IW R ORDERED, ADJIJDGED, AND DECREED that Defendant

Cardwell is liable for disgorgement of $50,000, representing prosts gained ms a result of the

conduct alleged in the Complaint and a civil penalty in the amolmt of $75,000 plmnnnt to

Section 20(d) of the Secudties Act (15 U.S.C. j 77t(d)) and Sedion 21(d)(3) of the Exchange

3

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 3 of 11



Act (15 U.s.c. j 78u(d)(3)1. cardwell shall >tisfy this obligation by paying $125,000 whhin 14

days n*er entry of this Final Judm ent by certifed check, bxnk cmshier's check, or United States

postal money order payable to the Securiies and Exchange Commission. The pam ent shall be

delivered or mailed to the Secudues and Exchange Com mission, Om ce of Finsncial

M anagement, Accounts Receivable, 100 F Skeet NE Stop 6042, W mshington DC 20549, and

shall be accompe ed by a letter idenifying Cardwell as a defendnnt in this ac:on; setling forth

the title and civil action number of this action and the name of this Courq and specifying that

payment is made ptlrsllnnt to this Final Jud> ent. Cardwell shall simultaneously kansmit

photocopies of such pam ent and letter to the Com mission's counsel in this adiow Todd D.

Brody, and to Robert J. Keyes, Associate Regional Director, U.S. Securities and Excbnnge

Commissiow New York Regional Oo ce, 3 W orld Financial Center, Room 400, New York, New

York 10281-1022. Defendnnt shall pay pox-judgment interest on any delinquent amounts

purslmnt to 28 USC j 1961. The Commission shallremlt the ftmds paid purmlnnt to this

pare ph to the United States Treasury.

V.

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

Consent of Defendant Philip Cardwell is incorpprated herein w1t11 the ume force and eFect as if

fully set forth herein, and that Cadwell shall comply with a11 of the tmdertskings and ap eements

set forth ierein.

4

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 4 of 11



W .

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall

retainjurisdiction of tllis matter for the puposesof enforcing the terms of this FM  Judgment.

SO O RE

UM TED STATES DISTRICT JUDGE

p.t-t.r :20,,Dated: /

5

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 5 of 11



ITM TED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 11-20413-CIV-GRAHAM /GOODM AN

SECURITIES AND EXCHANGE COM M SSION ,

Plainuf,

VS.

W ALL STREET CAPITM  FUNDING LLC,
PHILIP CARDWELL, ROY CAW BELL, and

AARON IIIM ,

Defendants.

CONSENT OF DEFENDANT PHH ,IP CARDW ELL

Defendant Philip Cardwell admits the Court's jurisdicuon over himself and over

the subject matter of this action.

2. Without ndmltting or denying the allegaions of the Complaint (except as to

personal and subjed matter jurisdiction, which Cardwell sdmits), Cardwell hereby consents to

the entry of the Final Judn ent ms to Defendnnt Philip Cardwell in the form attached hereto tthe

tTinal Jud> enf') and incorporated by reference herein, which, among other thlngs:

(a) Permanently ree ains and enjoins Cardwell: from directly or indiredly

engaging in acivities w1111 a broker, dealer, or issuer for purposes of issuing,

kading, or inducing or attempting to induce the purchase or sale of any stock

xmless it is (i) listed on a national securities excbsnge and (ii) has had a market

capitalization of at least $50,000,0000 for 90 consecutive days (a ççoualifed

Stocko); and from directly or indirectly promoting, adveYsing, or markeing

6

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 6 of 11



any issuer of any stock lmless it is a Qualifed Stock; causing the promotion,

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

Stock; or dedving compensaion from the promoéow advertising, or

msrketing of any issuer of any stock tmless it is a Qualised Stœk;

(b) permnnently restrains and enjoins Cardwell 9om violation of Section 17(a) of

the Securiies Act of 1933 Ctsecurhies Act''l I15 U.S.C. j 77q(a)), Secion

101) of the Securiûes Exchange Act of 1934 CExchange Act'') I15 U.S.C. j

78j(b)) and Rule 10b-5 thereunder (17 C.F.R. j 240.10b-5);

(c) orders Cardwell to pay disgorgement of $50,000; and

(d) orders Cardwell to pay a civil penalty in the amount of $75,0*  purmmnt to

Section 21(d)(3) of the Exchange Act (15 U.S.C. j 78u(d)(3)).

Cardwell agrees that he shall not seek or accept, directly or indirectly,3.

reimbursement or indemnituauon from any source, including but not limited to N m ent made

pursuant to any insurance policy, * 111 regard to any civil penalty amounts that Cardwell pays

pursuant to the Final Judgment regardless of whdher such m nalty amolmts or any part thereof

are added to a distribution fund or otherwise IIAe,H for the beneft of investors. Cardwell futher

agrees that he shall not claia  asserq or apply for a tax deduction or tax credit w1t11 regard to any

federal, state, or local tax for any penalty amounts that Cardwell pays pursuant to the Final

Jud> ent, regsnlless of whether such penalty amounts or any part thereof are added to a

die bution fund or otherwise tlsed for the benest of investors.

4. Crdwell waives the e11%  of fmdings of fact and conclusions of 1aw pursllsnt to

Rule 52 of the Federal Rules of Civil Procedure.

Cardwell waives the right, if any, to ajury GaI and to appeal âom the entry of the

7

Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 7 of 11



Final Judgment.

6. Cardwell enters into tbis Consent volunlnrily and represents that no threats, oFers,

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

om cer, employee, agenta or representadve of the Commission to induce Cardwell to enter into

this Consent.

Cardwell agrees that this Consent shall be incom orated into the Final Judm ent

with the same force and elect ms if fully set forth therein.

8. Cardwell will not oppose the enforcement of the Final Judgment on the ground, if

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

hereby waives any objection bmqed thereon.

9. Cardwell waives service of the Final Judgment and agrees that entry of the Final

Judgment by the Court and filing w1t11 the Clerk of the Court will constimte notice to Cardwell of

its terms and conditions. Cardwell fnd%er ar ees to provide counAel for the Commission, witbin

fourteen (14) days O er the Final Judn ent is liled w1t11 the Clerk of the Co%  * 111 an e davit

or declaration stating that Cardwell has received and read a copy of the Final Judgm ent.

10. Consistent w111: 17 C.F.R. 202.5(9, this Consent resolves only the claims Dserted

against Cardwell in this civil proceeding. Cardwell acu owledges tbat no promise or

representauon has been made by the Commission or any member, om cer, employee, agent or

repmsentative of the Commlssion w11 regard to any criminnl liability that may have adsen or

may arise 9om the facts underlying this action or immunity 9om any such criminsl liability.

Cardwell waives any claim of Double Jeopardy bmsed upon the settlement of this proceeding,

including the imposition of any remedy or civil penalty herein. Cardwell Glrther acu owledges

that the Court's entry of a permanent injuncuon may have collateral consequences under federal

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or state law and the rules and regulations of self-regulatory orgnmlymtions, licensing boards, and

other regulatory organizaions. Such collateral consequences include, but are not limited to, a

statutory disqualifcaéon w1111 resped to membership or participafon ins or mssociation * 111 a

member ofi a self-regulatory organization. 'fhis stattltory disqualifcation has consequences that

are separate from any sanction imposed in an adminis% tive proceeding. In additiow in any

disciplino  proceeding before the Commission based on the entry of the injuncuon in this

action, Cardwell tmderstands that he shall not be permitted to contest the facnml alltgaéons of

the Complaint in this action.

Cardwell tmderKtnnds and agees to comply w1t11 the Commission's policy Gnot to

pernu't a defendmnt or respondent to consent to ajudm ent or order that imposes a sancuon while

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

compliance w1t.11 this policy, Cardwell v ees: (i) not to take any action or to mske or mrmit to

be made any public statement denying, directly or indirectly, any allegation in the Complaint or

creating the impression that the Comple t is without factual basis; and (ii) that upon the Iiling of

this Comsent Cardwell will be deemed to have withdrawn any papers sled in this acion to ie

extent that they deny any allegation in the Comple t. If Cardwell breaches tllis arœment the

Commission mny petiuon the Court to vacate the Finsl Jud> ent and restore this action to its

nctive docket. Notbing in tbis pnmgraph afects Cardwell's: (i) testimonial obligations; or (ii)

right to take legal or factlml m sitions in lidgation or other legal proce ings in which the

Commlssion is not a party.

Cardwell hereby waives any rights tmder tlle Equal Access to Justice Act tàe

Smnll Business Regulatov Enforcement Fnlrness Act of 1996, or any oier provision of 1aw to

seek from the United States, or any agency, or any oo cial of the United States acting in Ms or

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Case 1:11-cv-20413-DLG   Document 47   Entered on FLSD Docket 10/13/2011   Page 9 of 11



her oëcial capacity, directly or indirectly, reimbursement of attomey's fees or other fees,

expenses, or costs expended by Crdwell to defend against this acuon. For these pup oses,

Cardwell agees that he is not the prevailing party in this action since the pa 'es have reached a

good faith settlement.

13. Cardwell apees that the Comm ission may present the Final Jud> ent to the

Court for siN ature and entry without llrther noice.

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Cardwell v ees that tllis Court shall renin jurisdicuon over this matter for the

purpose of enfom ing the termn of the Finnl Judm ent.

#/, ? / / ,Dated:
Philip C dwell

On , 2011, , a m rson known to me,
personally appeared before me and acu owledged execue g the forego' g Consent.

Notary Public
Comm ission e pires:

Approved to form:

Thom . Taylor III

n e Taylor Law Ofsces, P.C.
4550 Pos't Oak Place I)r. Ste. 241
Houstow 'I'X 77027
Tel: 713-626-5300

Fax: 713-402-6154

taylor@tltaylorlamcom

Auorneyfor Dexa#lal Phillp CJrA eJJ

Nu* f Californi.. Coupty Qf
œ ofore me.
Notary ubllt.-rsondly:p- d , l ' ,
wKo provd to nw o: th. bui: of s. factory e 'dence to t. the yrsonœ
wj-  name l ik- subxdœ  to tl witlgn instrument ard Kknowle  to
qw tut ea ptetlgsoe in bi-- ' ' 'rauthe e  cv cityle .
aod tat by h*' -'''r vig- ufe  on 11w inwLru- t the pelxnt/. or tlle
enuty epon e alf of ebidt tle j= t* ) açted. txxuted t*@ ipstrurmmt.
I -'fy u' M PENAID  OF PERJURY under the lawl 4 the
Aa. of n1** . *.' tle 1% foe y A .ls Ia. and correm.

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