2024-04-03 sec-litreleases judgment 223 KB 9,856 chars

SEC v. JASON NIELSEN, No. 5:20-cv-03788, Northern District of California (Apr. 3, 2024) — Judgment

raw: SEC v. JASON NIELSEN

SEC v. JASON NIELSEN, No. 5:20-cv-03788 (Apr. 3, 2024)

Caption: Securities and Exchange Commission v. Nielsen

summary

Jason Nielsen consented to a final judgment against him for securities fraud and market manipulation, resulting in permanent injunctions and a total payment of $149,915.

paragraph

The SEC obtained a final judgment against Jason Nielsen for violations of the Securities Exchange Act of 1934 and the Securities Act of 1933. Nielsen was ordered to pay $149,915, which consists of $137,000 in disgorgement and $14,112 in prejudgment interest, less a $1,197 credit. The court imposed permanent injunctions against future fraudulent schemes, market manipulation, and penny stock offerings.

narrative

The Securities and Exchange Commission successfully obtained a final judgment against Jason Nielsen in the U.S. District Court for the Northern District of California. Nielsen consented to the court's jurisdiction and the entry of the judgment, which includes permanent injunctions against violating Sections 10(b) and 17(a) of the Exchange Act and Securities Act. The judgment also prohibits him from engaging in market manipulation under Section 9(a)(2) and participating in penny stock offerings. To resolve the charges, Nielsen was ordered to pay $149,915, comprising $137,000 in disgorgement and $14,112 in prejudgment interest, minus a $1,197 credit from a prior criminal restitution order. The court retained jurisdiction to enforce the terms of this judgment, and the resulting debt is non-dischargeable in bankruptcy.

Enriched metadata

Scheme: market-manipulation (95%)
Court: Northern District of California
Case No.: 5:20-cv-03788
Disgorgement: $137,000
Restitution: $1,197

Classified market-manipulation(confidence 95%). EDGAR detection: forms SC 13D/G/13F· recall 53% / precision 9%. detection rule →

Extracted insights

Dollar amounts 7

$151K $151,112 $100K–$1M
$151K $151,112 $100K–$1M
$150K $149,915 $100K–$1M
$150K $149,915 $100K–$1M
$137K $137,000 $100K–$1M
$14K $14,112 $10K–$100K
$1K $1,197 <$10K

Entities 2

person defendant jason nielsen
agency the securities and exchange commission

Triples 8

The Securities and Exchange Commission filed a Complaint
Defendant Jason Nielsen entered a general appearance
Defendant Jason Nielsen consented to the Court’s jurisdiction over Defendant and the subject matter of this action
Defendant Jason Nielsen consented to entry of this Final Judgment
Defendant Jason Nielsen waived findings of fact and conclusions of law
Defendant Jason Nielsen waived any right to appeal from this Final Judgment
The Court ordered Defendant is permanently restrained and enjoined from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
The Court ordered Defendant is permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933

PDF

SEC v. JASON NIELSEN · Source

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Extracted body text (9,856c)

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
JASON H. LEE (Cal. Bar No. 253140)
[email protected]
JOHN K. HAN (Cal. Bar No. 208086)
[email protected]
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
JASON NIELSEN,
Defendant.

Case No. 5:20-CV-03788-EJD
[PROPOSED] FINAL JUDGMENT

[PROPOSED] FINAL JUDGMENT

The Securities and Exchange Commission having filed a Complaint and Defendant Jason
Nielsen (“Defendant”) 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 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

[PROPOSED] FINAL JUDGMENT 2 5:20-CV-03788

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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 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 HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the
“Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any means or
instruments of transportation or communication in interstate commerce or by use of the mails,
directly or indirectly:
(a) to employ any device, scheme, or artifice to defraud;
(b) to obtain money or property by means of any untrue statement of a material fact or any
omission of a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading; or
(c) to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
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

[PROPOSED] FINAL JUDGMENT 3 5:20-CV-03788

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actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or participation
with Defendant or with anyone described in (a).

III.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating Section 9(a)(2) of the Exchange Act [15 U.S.C. §
78i(a)(2)] by, directly or indirectly, by use of the mails or the means or instrumentality of interstate
commerce, or of any facility of any national securities exchange, alone or with any other person,
effecting a series of transactions in any security registered on a national securities exchange, any
security not so registered, or in connection with any security-based swap or security-based swap
agreement with respect to such security creating actual or apparent active trading in such security, or
raising or depressing the price of such security, for the purpose of inducing the purchase or sale of
such security by others.
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 FURTHER ORDERED, ADJUDGED, AND DECREED that 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 an offering of penny stock, including engaging in
activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to
induce the purchase or sale of any penny stock
under Section 20(g) of the Securities Act [15 U.S.C. §
77t] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)]
;

[PROPOSED] FINAL JUDGMENT 4 5:20-CV-03788

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V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for
disgorgement of $137,000 representing profits gained as a result of the conduct alleged in the
Complaint, together with prejudgment interest thereon in the amount of $14,112 for a total of
$151,112. Defendant’s $151,112 payment obligation shall be offset by the amount of the Order of
Restitution in the amount of $1,197 entered in United States v. Jason Nielsen, U.S. District Court for
the Northern District of California, Case No. 5:22-cr-00161-EJD [#32], leaving a balance due of
$149,915. The Court finds that sending the disgorged funds to the United States Treasury, as ordered
below, is consistent with equitable principles. Defendant shall satisfy this/these obligation(s) by
paying $149,915 to the Securities and Exchange Commission within 30 days after entry of this Final
Judgment.
Defendant may transmit payment electronically to the Commission, which will provide
detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from
a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm.
Defendant may also pay by certified check, bank cashier’s check, or United States postal money
order payable to the Securities and Exchange Commission, which shall be delivered or mailed to

E
nterprise 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; Defendant’s name 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 shall send the funds paid pursuant to this
Final Judgment to the United States Treasury.

[PROPOSED] FINAL JUDGMENT 5 5:20-CV-03788

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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.
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.

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)(19) of the
Bankruptcy Code, 11 U.S.C. § 523(a)(19).

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.

VIII.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of Defendant
to Entry of Final Judgment is incorporated herein with the same force and effect as if fully set forth
herein.

[PROPOSED] FINAL JUDGMENT 6 5:20-CV-03788
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IX.
There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
IT IS SO ORDERED.
Dated: March 28, 2024 ____________________________________
THE HONORABLE EDWARD J. DAVILA
UNITED STATES DISTRICT JUDGE

OCR text (10,950c · tika · 95% conf)

MONIQUE C. WINKLER (Cal. Bar No. 213031)
JASON H. LEE (Cal. Bar No. 253140)
[email protected]
JOHN K. HAN (Cal. Bar No. 208086)
[email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

JASON NIELSEN,

Defendant.

Case No. 5:20-CV-03788-EJD

[PROPOSED] FINAL JUDGMENT

The Securities and Exchange Commission having filed a Complaint and Defendant Jason

Nielsen (“Defendant”) 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:

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that 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

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 1 of 6

[PROPOSED] FINAL JUDGMENT 2 5:20-CV-03788

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

operate as a fraud or deceit upon any person.

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).

II.

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

permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the

“Securities Act”) [15 U.S.C. § 77q(a)] in the offer or sale of any security by the use of any means or

instruments of transportation or communication in interstate commerce or by use of the mails,

directly or indirectly:

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

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

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

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

would operate as a fraud or deceit upon the purchaser.

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

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 2 of 6

[PROPOSED] FINAL JUDGMENT 3 5:20-CV-03788

actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers,

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

with Defendant or with anyone described in (a).

III.

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

permanently restrained and enjoined from violating Section 9(a)(2) of the Exchange Act [15 U.S.C. §

78i(a)(2)] by, directly or indirectly, by use of the mails or the means or instrumentality of interstate

commerce, or of any facility of any national securities exchange, alone or with any other person,

effecting a series of transactions in any security registered on a national securities exchange, any

security not so registered, or in connection with any security-based swap or security-based swap

agreement with respect to such security creating actual or apparent active trading in such security, or

raising or depressing the price of such security, for the purpose of inducing the purchase or sale of

such security by others.

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 FURTHER ORDERED, ADJUDGED, AND DECREED that 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 an offering of penny stock, including engaging in

activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to

induce the purchase or sale of any penny stock under Section 20(g) of the Securities Act [15 U.S.C. §

77t] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)];

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 3 of 6

[PROPOSED] FINAL JUDGMENT 4 5:20-CV-03788

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for

disgorgement of $137,000 representing profits gained as a result of the conduct alleged in the

Complaint, together with prejudgment interest thereon in the amount of $14,112 for a total of

$151,112. Defendant’s $151,112 payment obligation shall be offset by the amount of the Order of

Restitution in the amount of $1,197 entered in United States v. Jason Nielsen, U.S. District Court for

the Northern District of California, Case No. 5:22-cr-00161-EJD [#32], leaving a balance due of

$149,915. The Court finds that sending the disgorged funds to the United States Treasury, as ordered

below, is consistent with equitable principles. Defendant shall satisfy this/these obligation(s) by

paying $149,915 to the Securities and Exchange Commission within 30 days after entry of this Final

Judgment.

Defendant may transmit payment electronically to the Commission, which will provide

detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from

a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm.

Defendant may also pay by certified check, bank cashier’s check, or United States postal money

order payable to the Securities and Exchange Commission, which shall be delivered or mailed to

Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

and shall be accompanied by a letter identifying the case title, civil action number, and name of this

Court; Defendant’s name 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 shall send the funds paid pursuant to this

Final Judgment to the United States Treasury.

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 4 of 6

[PROPOSED] FINAL JUDGMENT 5 5:20-CV-03788

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.

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.

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)(19) of the

Bankruptcy Code, 11 U.S.C. § 523(a)(19).

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.

VIII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of Defendant

to Entry of Final Judgment is incorporated herein with the same force and effect as if fully set forth

herein.

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 5 of 6

[PROPOSED] FINAL JUDGMENT 6 5:20-CV-03788

IX.

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.

IT IS SO ORDERED.

Dated: March 28, 2024 ____________________________________
THE HONORABLE EDWARD J. DAVILA
UNITED STATES DISTRICT JUDGE

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 6 of 6

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