SEC v. Emerson Sousa Pires; and Flavio Mendes Goncalves, No. 1:22-cv-21995, Southern District of Florida (July 6, 2023) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.  22-21995-CIV-ALTONAGA/Torres

UNITED STATES SECURITIES AND
EXCHANGE COMISSION,

 Plaintiff,
v.

EMPIRES CONSULTING CORP. (DBA
“EMPIRESX”), et al.,

 Defendants.
_______________________________________/

FINAL JUDGMENT AS TO DEFENDANTS
EMERSON SOUSA PIRES AND FLAVIO MENDES GONCALVES

 Pursuant to the Court’s Order [ECF No. 48] granting Plaintiff SEC’s Renewed Motion for
Default Judgment Against Defendants Emerson Sousa Pires and Flavio Mendes Goncalves [ECF
No. 47], it is
ORDERED AND ADJUDGED as follows:
I.
 Defendants  Pires  and  Goncalves  are  each  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.  section  78j(b), and  Rule  10b-5  promulgated  thereunder,  17 C.F.R.
section  240.10b-5, by using any means or instrumentality of interstate commerce, or of the mails,
or of any facility of any national securities exchange, in connection with the purchase or sale of
any security:
(a) to employ any device, scheme, or artifice to defraud;

CASE NO. 22-21995-CIV-ALTONAGA/Torres
2
(b) to make any untrue statement of a material fact or to omit to state a material fact
 necessary in order to make the statements made, in the light of the circumstances
 under which they were made, not misleading; or
(c) to engage in any act, practice, or course of business which operates or would
 operate as a fraud or deceit upon any person,
by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally or
in  writing,  any  false  or  misleading  statement  in  any  communication  with  any  investor  or
prospective investor, about: (A) any investment in securities; (B) the prospects for success of any
product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any
securities  investment;  (E)  the  performance  of  any  securities  investment;  (F)  orders  issued  or
statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H)
the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person
associated with a securities industry participant or any entity offering or selling securities.
 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
binds  the  following  who  receive  actual  notice  of  this  Final  Judgment  by  personal  service  or
otherwise:  (a)  Defendants  Pires  and  Goncalves’  officers,  agents,  servants,  employees,  and
attorneys;  and  (b)  other  persons  in  active  concert  or  participation  with  Defendants  Pires  or
Goncalves or with anyone described in (a).
II.
 Defendants  Pires  and  Goncalves  are  each  permanently  restrained  and  enjoined  from
violating  Section  17(a)  of  the  Securities  Act  of  1933  (the  “Securities  Act”),  15  U.S.C.  section
77q(a),  in the offer or sale of any security by the use of any means or instruments of transportation

CASE NO. 22-21995-CIV-ALTONAGA/Torres
3
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,
by, directly or indirectly (i) creating a false appearance or otherwise deceiving any person, or (ii)
disseminating false or misleading documents, materials, or information or making, either orally or
in  writing,  any  false  or  misleading  statement  in  any  communication  with  any  investor  or
prospective investor, about: (A) any investment in securities; (B) the prospects for success of any
product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any
securities  investment;  (E)  the  performance  of  any  securities  investment;  (F)  orders  issued  or
statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H)
the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person
associated with a securities industry participant or any entity offering or selling securities.
 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
binds  the  following  who  receive  actual  notice  of  this  Final  Judgment  by  personal  service  or
otherwise:  (a)  Defendants  Pires  and  Goncalves’  officers,  agents,  servants,  employees,  and
attorneys;  and  (b)  other  persons  in  active  concert  or  participation  with  Defendants  Pires  or
Goncalves or with anyone described in (a).

CASE NO. 22-21995-CIV-ALTONAGA/Torres
4
III.
 Defendants  Pires  and  Goncalves  are  each  permanently  restrained  and  enjoined  from
violating Sections 5(a) and (c) of the Securities Act, 15 U.S.C. section 77e,  directly or indirectly,
in the absence of any applicable exemption:
 (a) Unless a registration statement is in effect as to a security, making use of any means
or instruments of transportation or communication in interstate commerce or of the
mails  to  sell  such  security  through  the  use  or  medium  of  any  prospectus  or
otherwise;
 (b) Unless a registration statement is in effect as to a security, carrying or causing to
be carried through the mails or in interstate commerce, by any means or instruments
of transportation, any such security for the purpose of sale or for delivery after sale;
or
 (c) Making  use  of  any  means  or  instruments  of  transportation  or  communication  in
interstate commerce or of the mails to offer to sell or offer to buy through the use
or  medium  of  any  prospectus  or  otherwise  any  security,  unless  a  registration
statement  has  been  filed  with  the  Commission  as  to  such  security,  or  while  the
registration statement is the subject of a refusal order or stop order or (prior to the
effective date of the registration statement) any public proceeding or examination
under Section 8 of the Securities Act, 15 U.S.C. section 77h.
 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
binds  the  following  who  receive  actual  notice  of  this  Final  Judgment  by  personal  service  or
otherwise:  (a)  Defendants  Pires  and  Goncalves’  officers,  agents,  servants,  employees,  and
attorneys;  and  (b)  other  persons  in  active  concert  or  participation  with  Defendants  Pires  or

CASE NO. 22-21995-CIV-ALTONAGA/Torres
5
Goncalves or with anyone described in (a).
IV.
 Defendants  Pires  and  Goncalves  are  each  permanently  restrained  and  enjoined  from,
directly or indirectly: (i) soliciting any new investors or accepting additional funds from existing
investors; and (ii) issuing, purchasing, offering, or selling any security; provided, however, that
such  injunction shall  not  prevent  Defendants  Pires  and  Goncalves  from  purchasing  or  selling
securities for their own personal accounts.
 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph
binds  the  following  who  receive  actual  notice  of  this  Final  Judgment  by  personal  service  or
otherwise:  (a)  Defendants  Pires  and  Goncalves’  officers,  agents,  servants,  employees,  and
attorneys;  and  (b)  other  persons  in  active  concert  or  participation  with  Defendant  Pires  or
Goncalves or with anyone described in (a).
V.
Under  Section  21(d)(2)  of  the  Exchange  Act,  15  U.S.C.  section 78u(d)(2);  and  Section
20(e)  of  the  Securities  Act,  15  U.S.C.  section 77t(e),  Defendants  Pires  and  Goncalves  are  each
prohibited from acting as an officer or director of any issuer that has a class of securities registered
under Section 12 of the Exchange Act, 15 U.S.C. section 78, or that is required to file reports under
Section 15(d) of the Exchange Act, 15 U.S.C. section 78o(d).
VI.
Defendants  Pires  and  Goncalves  are  liable,  jointly  and  severally,  for  disgorgement  of
$32,179,070, representing net profits gained as a result of the conduct alleged in the Complaint,
together  with  prejudgment  interest  thereon  in  the  amount  of  $2,661,610.    The  Court  finds  that
sending  the  disgorged  funds  to the  United  States  Treasury,  as  ordered  below,  is  consistent  with

CASE NO. 22-21995-CIV-ALTONAGA/Torres
6
equitable principles.  The Court further imposes, under 15 U.S.C. sections 78t(d) and 78u(d)(3), a
civil  penalty  on  Defendant  Pires  in  the  amount  of  $6,000,000  and  a  civil  penalty  on  Defendant
Goncalves  in  the  amount  of  $5,000,000.    Defendants  Pires  and  Goncalves  shall  satisfy  these
obligations by paying the ordered disgorgement, prejudgment interest, and civil penalties to the
SEC within 30 days after entry of this Final Judgment.
Defendants Pires and Goncalves may transmit payment electronically to the SEC, 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’s     website     at
http://www.sec.gov/about/offices/ofm.htm.    Defendants  Pires  and  Goncalves  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; Emerson Sousa Pires or Flavio Mendes Goncalves as a defendant in this action; and
specifying that payment is made pursuant to this Final Judgment.
Defendants Pires and Goncalves shall simultaneously transmit photocopies of evidence of
payment  and  case  identifying  information  to  the  SEC’s  counsel  in  this  action.    By  making  this
payment, Defendants Pires and Goncalves relinquish all legal and equitable right, title, and interest
in such funds and no part of the funds shall be returned to Defendants Pires or Goncalves.  The
SEC shall send the funds paid pursuant to this Final Judgment to the United States Treasury.
The SEC 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

CASE NO. 22-21995-CIV-ALTONAGA/Torres
7
contempt at any time after 30 days following entry of this Final Judgment.  The SEC may enforce
the  Court’s  judgment  for  penalties  by  the  use  of  all  collection  procedures  authorized  by  law,
including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq.,  and moving for
civil contempt for the violation of any Court orders issued in this action.
Defendants Pires and Goncalves shall pay post-judgment interest on any amounts due after
30 days of the entry of this Final Judgment under 28 U.S.C. section 1961.
VII.

 The Court retains jurisdiction of this matter for the purposes of enforcing the terms of this
Final Judgment.
DONE AND ORDERED in Miami, Florida, this 21st day of June, 2023.

      ________________________________________
      CECILIA M. ALTONAGA
      CHIEF UNITED STATES DISTRICT JUDGE

cc: counsel of record

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO.  22-21995-CIV-ALTONAGA/Torres 

 
UNITED STATES SECURITIES AND  
EXCHANGE COMISSION, 
 
 Plaintiff, 
v. 
 
EMPIRES CONSULTING CORP. (DBA  
“EMPIRESX”), et al.,  
 
 Defendants. 
_______________________________________/ 
 

FINAL JUDGMENT AS TO DEFENDANTS  
EMERSON SOUSA PIRES AND FLAVIO MENDES GONCALVES 

 
 Pursuant to the Court’s Order [ECF No. 48] granting Plaintiff SEC’s Renewed Motion for 

Default Judgment Against Defendants Emerson Sousa Pires and Flavio Mendes Goncalves [ECF 

No. 47], it is 

ORDERED AND ADJUDGED as follows:  

I. 

 Defendants Pires and Goncalves are each 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. section 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. 

section  240.10b-5, by using any means or instrumentality of interstate commerce, or of the mails, 

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

any security: 

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

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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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, 

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

disseminating false or misleading documents, materials, or information or making, either orally or 

in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: (A) any investment in securities; (B) the prospects for success of any 

product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any 

securities investment; (E) the performance of any securities investment; (F) orders issued or 

statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H) 

the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person 

associated with a securities industry participant or any entity offering or selling securities.  

 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph 

binds the following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendants Pires and Goncalves’ officers, agents, servants, employees, and 

attorneys; and (b) other persons in active concert or participation with Defendants Pires or 

Goncalves or with anyone described in (a). 

II. 

 Defendants Pires and Goncalves are each permanently restrained and enjoined from 

violating Section 17(a) of the Securities Act of 1933 (the “Securities Act”), 15 U.S.C. section 

77q(a), in the offer or sale of any security by the use of any means or instruments of transportation 

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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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, 

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

disseminating false or misleading documents, materials, or information or making, either orally or 

in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: (A) any investment in securities; (B) the prospects for success of any 

product or company; (C) the use of investor funds or investment proceeds; (D) the safety of any 

securities investment; (E) the performance of any securities investment; (F) orders issued or 

statements made by state or federal enforcement agencies; (G) the financial status of an issuer; (H) 

the management of an issuer; or (I) the credentials, licensure, or regulatory history of any person 

associated with a securities industry participant or any entity offering or selling securities. 

 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph 

binds the following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendants Pires and Goncalves’ officers, agents, servants, employees, and 

attorneys; and (b) other persons in active concert or participation with Defendants Pires or 

Goncalves or with anyone described in (a). 

 

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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III. 

 Defendants Pires and Goncalves are each permanently restrained and enjoined from 

violating Sections 5(a) and (c) of the Securities Act, 15 U.S.C. section 77e, directly or indirectly, 

in the absence of any applicable exemption: 

 (a) Unless a registration statement is in effect as to a security, making use of any means 

or instruments of transportation or communication in interstate commerce or of the 

mails to sell such security through the use or medium of any prospectus or 

otherwise; 

 (b) Unless a registration statement is in effect as to a security, carrying or causing to 

be carried through the mails or in interstate commerce, by any means or instruments 

of transportation, any such security for the purpose of sale or for delivery after sale; 

or 

 (c) Making use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use 

or medium of any prospectus or otherwise any security, unless a registration 

statement has been filed with the Commission as to such security, or while the 

registration statement is the subject of a refusal order or stop order or (prior to the 

effective date of the registration statement) any public proceeding or examination 

under Section 8 of the Securities Act, 15 U.S.C. section 77h. 

 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph 

binds the following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendants Pires and Goncalves’ officers, agents, servants, employees, and 

attorneys; and (b) other persons in active concert or participation with Defendants Pires or 

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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Goncalves or with anyone described in (a). 

IV. 

 Defendants Pires and Goncalves are each permanently restrained and enjoined from, 

directly or indirectly: (i) soliciting any new investors or accepting additional funds from existing 

investors; and (ii) issuing, purchasing, offering, or selling any security; provided, however, that 

such injunction shall not prevent Defendants Pires and Goncalves from purchasing or selling 

securities for their own personal accounts. 

 Further, as provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph 

binds the following who receive actual notice of this Final Judgment by personal service or 

otherwise: (a) Defendants Pires and Goncalves’ officers, agents, servants, employees, and 

attorneys; and (b) other persons in active concert or participation with Defendant Pires or 

Goncalves or with anyone described in (a). 

V. 

Under Section 21(d)(2) of the Exchange Act, 15 U.S.C. section 78u(d)(2); and Section 

20(e) of the Securities Act, 15 U.S.C. section 77t(e), Defendants Pires and Goncalves are each 

prohibited from acting as an officer or director of any issuer that has a class of securities registered 

under Section 12 of the Exchange Act, 15 U.S.C. section 78, or that is required to file reports under 

Section 15(d) of the Exchange Act, 15 U.S.C. section 78o(d). 

VI. 

Defendants Pires and Goncalves are liable, jointly and severally, for disgorgement of 

$32,179,070, representing net profits gained as a result of the conduct alleged in the Complaint, 

together with prejudgment interest thereon in the amount of $2,661,610.  The Court finds that 

sending the disgorged funds to the United States Treasury, as ordered below, is consistent with 

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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equitable principles.  The Court further imposes, under 15 U.S.C. sections 78t(d) and 78u(d)(3), a 

civil penalty on Defendant Pires in the amount of $6,000,000 and a civil penalty on Defendant 

Goncalves in the amount of $5,000,000.  Defendants Pires and Goncalves shall satisfy these 

obligations by paying the ordered disgorgement, prejudgment interest, and civil penalties to the 

SEC within 30 days after entry of this Final Judgment. 

Defendants Pires and Goncalves may transmit payment electronically to the SEC, 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’s website at 

http://www.sec.gov/about/offices/ofm.htm.  Defendants Pires and Goncalves 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; Emerson Sousa Pires or Flavio Mendes Goncalves as a defendant in this action; and 

specifying that payment is made pursuant to this Final Judgment.   

Defendants Pires and Goncalves shall simultaneously transmit photocopies of evidence of 

payment and case identifying information to the SEC’s counsel in this action.  By making this 

payment, Defendants Pires and Goncalves relinquish all legal and equitable right, title, and interest 

in such funds and no part of the funds shall be returned to Defendants Pires or Goncalves.  The 

SEC shall send the funds paid pursuant to this Final Judgment to the United States Treasury.   

The SEC 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 

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CASE NO. 22-21995-CIV-ALTONAGA/Torres 

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contempt at any time after 30 days following entry of this Final Judgment.  The SEC may enforce 

the Court’s judgment for penalties by the use of all collection procedures authorized by law, 

including the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for 

civil contempt for the violation of any Court orders issued in this action.  

Defendants Pires and Goncalves shall pay post-judgment interest on any amounts due after 

30 days of the entry of this Final Judgment under 28 U.S.C. section 1961.   

VII. 
 

 The Court retains jurisdiction of this matter for the purposes of enforcing the terms of this 

Final Judgment. 

DONE AND ORDERED in Miami, Florida, this 21st day of June, 2023. 

 
  
      ________________________________________ 
      CECILIA M. ALTONAGA 
      CHIEF UNITED STATES DISTRICT JUDGE 
 
cc: counsel of record 

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