SEC v. ADRIAN J. KA WUBA, No. 1:22-cv-11897-NMG, District of Massachusetts (July 1, 2024) — Judgment

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
)
SECURITIES AND EXCHANGE COMMISSION,
)
)
Plaintiff,
)
)
v.
)
Civil Action No. 22-cv-11897-NMG
)
ADRIAN J. KA WUBA,
)
)
Defendant.
)
)
__________________
)
FINAL JUDGMENT AS TO ADRIAN J. KA WUBA
The Securities and Exchange Commission having filed a Complaint and Defendant
Adrian
J. Kawuba having entered a general appearance; consented to the Court's jurisdiction
over Defendant and the subject matter of this action; consented to entry of this Final Judgment;
waived findings of fact and conclusions of law; and waived any right to appeal from this Final
Judgment:
I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section l0(b
)
of the
Securities Exchange Act of 1934 (the "Exchange Act"
)
[15 USC § 78j(b)] and Rule lOb-5
promulgated thereunder [ 17 C F R  § 240 I Ob-5], by using any means or instrumentality of
interstate commerce, or of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:
(a
)
to employ any device, scheme, or artifice to defraud;

(b)
to make any untrue statement of a material fact or to omit to state a material fact
necessary in  order to make the statements made, in the light of the circumstances
under which they were made, not misleading; or
(c)
to engage in any act, practice, or course of business which operates or would
operate as a fraud or deceit upon any person.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Ciyil Procedure 65(d}(2}.
the foregoing paragraph also binds the following who
receive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's
officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section l 7(a) of the Securities Act of 1933
(the "Securities Act") [15 U S C § 77g(al] 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
( c)
to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
2

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of
C
jyil Procedure 6
5
(d)(2).
th
e 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, ADJUDGED, AND DECREED that pursuant to Sections
21(d)(l) and 21(d)(5) of the Exchange Act [1
5
U,S
C
§ 78
u(d
)(J)   and ml and Section 20(b) of
the Securities Act [1
5
US
C
§ 7
7t
(
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 offer or sale of any security to investors or potential investors,
including but not limited to soliciting or accepting funds from any investor or potential investor
in the offer or sale of any securities, provided, however, that such injunction shall not prevent
Defendant from purchasing or selling registered securities for his own personal account.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of
C
ivil Procedure 6
5
(d}(2).
the foregoing paragraph also binds the following who
re
ceive actual notice of this Final Judgment by personal service or otherwise: (a) Defendant's
officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
sh
all pay disgorgement of$
3
1
2,
693
.
00
and p
rejudgment interest of
$
11
.
403
.
44
which shall be offset in an amount equal to the restitution and/or forfeiture ordered against the
3

Defendant
in
United States v. Adrian Kawuba,
23-cr-10012-WGY
(D.
Mass.).
V.
IT
IS
FURTHER
ORDERED,
ADJUDGED,
AND
DECREED
that
the
Consent
is
incorporated
herein
with
the
same
force
and
effect
as
if
fully
set
forth
herein,
and
that
Defendant
shall
comply
with
all
of
the
undertakings
and
agreements
set
forth
therein.
VI.
IT
IS
FURTHER ORDERED,
ADJUDGED,
AND
DECREED
that,  solely
for
purposes
of
exceptions
to
discharge
set
forth
in
Section
523
of
the
Bankruptcy
Code,
11 U.S.C.
§523,
the
allegations
in
the
complaint
are  true
and
admitted
by
Defendant,
and
further,
any
debt
for
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)(l
9)
of
the
Bankruptcy
Code,
11
U.S.C.
§523(a)(l9).
VII.
IT
IS
FURTHER
ORDERED,
ADJUDGED,
AND
DECREED
that
this
Court
shall
retain
jurisdiction
of
this
matter
for
the
purposes
of
enforcing
the
terms
of
this
Final
Judgment.
Dated:
J'�
J.
�
,
2024
UNITED
STATESDiST
CT
JUDGE
4

UNITED STATES DISTRICT COURT 

DISTRICT OF MASSACHUSETTS 

) 
SECURITIES AND EXCHANGE COMMISSION, ) 

) 
Plaintiff, ) 

) 
v. ) Civil Action No. 22-cv-11897-NMG 

) 
ADRIAN J. KA WUBA, ) 

) 
Defendant. ) 

) 

__________________ ) 

FINAL JUDGMENT AS TO ADRIAN J. KA WUBA 

The Securities and Exchange Commission having filed a Complaint and Defendant 

Adrian J. Kawuba having entered a general appearance; consented to the Court's jurisdiction 

over Defendant and the subject matter of this action; consented to entry of this Final Judgment; 

waived findings of fact and conclusions of law; and waived any right to appeal from this Final 

Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section l0(b) of the 

Securities Exchange Act of 1934 (the "Exchange Act") [15 USC § 78j(b)] and Rule lOb-5 

promulgated thereunder [ 17 C F R § 240 I Ob-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;

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

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

under which they were made, not misleading; or

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

operate as a fraud or deceit upon any person.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Ciyil Procedure 65(d}(2}. the foregoing paragraph also binds the following who 

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

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

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

II. 

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

is permanently restrained and enjoined from violating Section l 7(a) of the Securities Act of 1933 

(the "Securities Act") [15 U S C § 77g(al] 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

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

would operate as a fraud or deceit upon the purchaser.

2 

Case 1:22-cv-11897-NMG   Document 48   Filed 06/28/24   Page 2 of 4



 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Cjyil 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, ADJUDGED, AND DECREED that pursuant to Sections 

21(d)(l )  and 21(d)(5) of the Exchange Act [15 U,S C § 78u(d)(J) and ml and Section 20(b) of 

the Securities Act [15 USC § 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 offer or sale of any security to investors or potential investors, 

including but not limited to soliciting or accepting funds from any investor or potential investor 

in the offer or sale of any securities, provided, however, that such injunction shall not prevent 

Defendant from purchasing or selling registered securities for his own personal account. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

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

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

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

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

IV. 

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

shall pay disgorgement of$ 312,693 .00 and prejudgment interest of$ 11 .403 .44 

which shall be offset in an amount equal to the restitution and/or forfeiture ordered against the 

3 

Case 1:22-cv-11897-NMG   Document 48   Filed 06/28/24   Page 3 of 4



Defendant in United States v. Adrian Kawuba, 23-cr-10012-WGY (D. Mass.). 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

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

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

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)(l 9) of the Bankruptcy Code, 11 U.S.C. §523(a)(l9). 

VII. 

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

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

Dated: J'� J. � , 2024 

UNITED STATESDiST CT JUDGE 

4 

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