SEC v. Eleazar Kauderer, No. 1:23-cv-04099, Southern District of New York (May 24, 2023) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF
NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
v.
ELEAZAR KAUDERER,
Plaintiff,
23 Civ. 4099 (AKH)
Defendant.
] FINAL JUDGMENT AS TO DEFENDANT
ELEAZAR KAUDERER
The Securities and Exchange Commission (the "Commission") having filed a Complaint
and Defendant Eleazar Kauderer("Defendant") having entered a general appearance; consented
to the Court's jurisdiction over him and the subject matter of this action; consented to entry of
this Final Judgment without admitting or denying the allegations of the Complaint ( except as to
jurisdiction and except as otherwise provided herein in paragraph VII); waived findings
of fact
and conclusions
of law; and waived any right to appeal from this Final Judgment:
I.
IT IS HEREBY ORDERED, ADUJDG£D, id'R3 D£CRJiliQ 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 U.S.C. § 78j(b)] and Rule l0b-5
promulgated thereunder [17 C.F.R.
§ 240.l0b-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, ..A
1
DJUDGED, 2\r1ffi Bf!CREEmhat, 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, ADDIDGFD, i>WJJ Q~CPFFO,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
2

would operate as a fraud or deceit upon the purchaser.
IT IS FURTHER ORDERED, ~JUDGED AND Q~G~~ 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).
III.
IT IS
HEREBY FURTHER ORDERED, .A.DtAIDG;gD, f;}ID QfiCJ.?FFU that, for a
period of five years from the date of entry of this Final Judgment, Defendant is barred from
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. A penny stock is any equity security that has a price of less than five dollars,
except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. § 240.3a51-l].
IV.
IT IS HEREBY
FURTHER ORDERED, ADJUD6ED, AND DECREED that Defendant
is  liable for disgorgement of $888,012.00, representing net profits gained as a result of the
conduct alleged in the Complaint, together with prejudgment interest thereon
in the amount of
$23,782.74, for a total of$91 l,794.74. Defendant shall satisfy this obligation by paying
$911,794.74 to the 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://vvww.sec.gov/about/offices/ofm.htm. Defendant may also pay
by certified check, bank
3

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 hold the funds (collectively, the "Fund") until further order
of this
Court. The Commission
may propose a plan to distribute the Fund subject to the Court's
approval, and the Court shall retain jurisdiction over the administration
of any distribution of the
Fund.
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 entry of this
Final Judgment pursuant to 28 U.S.C.
§ 1961.
V.
IT IS HEREBY
FURTHER ORDERED, Al:)JUBOED, AND DECREED that based on
Defendant's cooperation in a Commission investigation, the Court is not ordering Defendant to
4

pay a civil penalty. If at any time following the entry of the Final Judgment the Commission
obtains information indicating that Defendant knowingly provided materially false or misleading
information
or materials to the Commission or in a related proceeding, the Commission may, at
its sole discretion and without prior notice to the Defendant, petition the Court for an order
requiring Defendant to
pay a civil penalty. In connection with any such petition and at any
hearing held on such a motion: (a) Defendant will
be precluded from arguing that he did not
violate the federal securities laws as alleged in the Complaint; (b) Defendant
may not challenge
the validity
of the Judgment, this Consent, or any related Undertakings; (c) the allegations of the
Complaint, solely for the purposes
of such motion, shall be accepted as and deemed true by the
Court; and ( d) the Court may determine the issues raised in the motion on the basis
of affidavits,
declarations, excerpts
of sworn deposition or investigative testimony, and documentary evidence
without regard to the standards for summary
judgment contained in Rule 56(c) of the Federal
Rules
of Civil Procedure. Under these circumstances, the parties may take discovery, including
discovery from appropriate non-parties.
VI.
IT IS
FURTHER ORDERED, ADJUBCEQ, AJ>Il3::DPCU~~ 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.
VII.
IT IS
FURTHER ORDERED, ~R:ID6EQi A{>IO D•<i.~Ja;:, 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
5

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).
VIII.
IT IS FURTHER ORDERED,
M)JU~j t 4 NJ' ~UCKEtfil that this Court shall retain
jurisdiction
of this matter for the purposes of enforcing the terms of this Final Judgment.
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.
a1~
TED STATES DISTRICT WDGE
6

Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 1 of 6 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

v. 

ELEAZAR KAUDERER, 

Plaintiff, 
23 Civ. 4099 (AKH) 

Defendant. 

] FINAL JUDGMENT AS TO DEFENDANT ELEAZAR KAUDERER 

The Securities and Exchange Commission (the "Commission") having filed a Complaint 

and Defendant Eleazar Kauderer("Defendant") having entered a general appearance; consented 

to the Court's jurisdiction over him and the subject matter of this action; consented to entry of 

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

jurisdiction and except as otherwise provided herein in paragraph VII); waived findings of fact 

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

I. 

IT IS HEREBY ORDERED, ADUJDG£D, id'R3 D£CRJiliQ 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 U.S.C. § 78j(b)] and Rule l0b-5 

promulgated thereunder [17 C.F.R. § 240.l0b-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: 

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Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 2 of 6 

(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, ..A1DJUDGED, 2\r1ffi Bf!CREEmhat, 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, ADDIDGFD, i>WJJ Q~CPFFO,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 

2 

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Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 3 of 6 

would operate as a fraud or deceit upon the purchaser. 

IT IS FURTHER ORDERED, ~JUDGED AND Q~G~~ 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). 

III. 

IT IS HEREBY FURTHER ORDERED, .A.DtAIDG;gD, f;}ID QfiCJ.?FFU that, for a 

period of five years from the date of entry of this Final Judgment, Defendant is barred from 

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. A penny stock is any equity security that has a price of less than five dollars, 

except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. § 240.3a51-l]. 

IV. 

IT IS HEREBY FURTHER ORDERED, ADJUD6ED, AND DECREED that Defendant 

is liable for disgorgement of $888,012.00, representing net profits gained as a result of the 

conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of 

$23,782.74, for a total of$91 l,794.74. Defendant shall satisfy this obligation by paying 

$911,794.74 to the 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: //vvww.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified check, bank 

3 

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Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 4 of 6 

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 hold the funds (collectively, the "Fund") until further order of this 

Court. The Commission may propose a plan to distribute the Fund subject to the Court's 

approval, and the Court shall retain jurisdiction over the administration of any distribution of the 

Fund. 

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 entry of this 

Final Judgment pursuant to 28 U.S.C. § 1961. 

V. 

IT IS HEREBY FURTHER ORDERED, Al:)JUBOED, AND DECREED that based on 

Defendant's cooperation in a Commission investigation, the Court is not ordering Defendant to 

4 

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Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 5 of 6 

pay a civil penalty. If at any time following the entry of the Final Judgment the Commission 

obtains information indicating that Defendant knowingly provided materially false or misleading 

information or materials to the Commission or in a related proceeding, the Commission may, at 

its sole discretion and without prior notice to the Defendant, petition the Court for an order 

requiring Defendant to pay a civil penalty. In connection with any such petition and at any 

hearing held on such a motion: (a) Defendant will be precluded from arguing that he did not 

violate the federal securities laws as alleged in the Complaint; (b) Defendant may not challenge 

the validity of the Judgment, this Consent, or any related Undertakings; (c) the allegations of the 

Complaint, solely for the purposes of such motion, shall be accepted as and deemed true by the 

Court; and ( d) the Court may determine the issues raised in the motion on the basis of affidavits, 

declarations, excerpts of sworn deposition or investigative testimony, and documentary evidence 

without regard to the standards for summary judgment contained in Rule 56(c) of the Federal 

Rules of Civil Procedure. Under these circumstances, the parties may take discovery, including 

discovery from appropriate non-parties. 

VI. 

IT IS FURTHER ORDERED, ADJUBCEQ, AJ>Il3::DPCU~~ 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. 

VII. 

IT IS FURTHER ORDERED, ~R:ID6EQi A{>IO D•<i.~Ja;:, 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 

5 

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Case 1:23-cv-04099-AKH Document 5-1 Filed 05/22/23 Page 6 of 6 

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). 

VIII. 

IT IS FURTHER ORDERED, M)JU~j t 4 NJ' ~UCKEtfil that this Court shall retain 

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

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. 

a1~ TED STATES DISTRICT WDGE 

6 

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