SEC v. EMPIRES CONSULTING CORP. (DBA “EMPIRESX”); EMERSON SOUSA PIRES; FLAVIO MENDES GONCALVES; and JOSHUA DAVID NICHOLAS, No. 1:22-cv-21995, Southern District of Florida (May 12, 2023) — Judgment

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

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

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,

 Plaintiff,
v.

EMPIRES CONSULTING CORP. (DBA
“EMPIRESX”), EMERSON SOUSA PIRES,
FLAVIO MENDES GONCALVES, and
JOSHUA DAVID NICHOLAS,

 Defendants.
_______________________________________/

ORDER
THIS CAUSE came before the Court on Plaintiff, United States Securities and Exchange
Commission’s  Motion  for  Entry  of  Consent  Judgment  as  to  Defendant  Joshua  David  Nichols
[ECF  No.  33].   The  Securities  and  Exchange  Commission  filed  a  Complaint  [ECF  No.  1];  and
Defendant,  Joshua  David  Nicholas,  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, waived findings of fact and conclusions of law, and waived any right to appeal from
this Final Judgment.  Being fully advised, the Motion [ECF No. 33] is GRANTED as follows:
I.
 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  of  the  mails,  or  of  any  facility  of  any  national
securities exchange, in connection with the purchase or sale of any security:

CASE NO. 22-21995-CIV-ALTONAGA

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(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,
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.
 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.
 Furthermore, 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

CASE NO. 22-21995-CIV-ALTONAGA

3

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.
 Furthermore,  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.
 Defendant  is  permanently  restrained  and  enjoined  from  violating  Section  5  of  the

CASE NO. 22-21995-CIV-ALTONAGA

4

Securities  Act  [15  U.S.C.  §  77e]  by,  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. § 77h].
 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.

CASE NO. 22-21995-CIV-ALTONAGA

5

 Defendant  is  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 Defendant from purchasing or selling securities for his own personal account.
 Furthermore,  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).
V.
Defendant  is  liable  for  disgorgement  of  $289,000,  representing  net  profits  gained  as  a
result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the
amount  of  $11,026,  for  a  total  of  $300,026,  which  shall  be  deemed  satisfied  by  the  Order  of
Restitution  entered  against  Defendant  in  United  States  v.  Joshua  David  Nicholas,  Case  No.  22-
CR-20296 (S.D. Fla.).
VI.

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 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

CASE NO. 22-21995-CIV-ALTONAGA

6

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).
VIII.
 The Court retains 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.
   DONE AND ORDERED in Miami, Florida, this 19th day of April, 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/Damian 

 
UNITED STATES SECURITIES AND  
EXCHANGE COMMISSION, 
 
 Plaintiff, 
v. 
 
EMPIRES CONSULTING CORP. (DBA  
“EMPIRESX”), EMERSON SOUSA PIRES,  
FLAVIO MENDES GONCALVES, and  
JOSHUA DAVID NICHOLAS, 
 
 Defendants. 
_______________________________________/ 
 

ORDER 

THIS CAUSE came before the Court on Plaintiff, United States Securities and Exchange 

Commission’s Motion for Entry of Consent Judgment as to Defendant Joshua David Nichols 

[ECF No. 33].  The Securities and Exchange Commission filed a Complaint [ECF No. 1]; and 

Defendant, Joshua David Nicholas, 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, waived findings of fact and conclusions of law, and waived any right to appeal from 

this Final Judgment.  Being fully advised, the Motion [ECF No. 33] is GRANTED as follows: 

I. 

 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 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 NO. 22-21995-CIV-ALTONAGA 
 

2 
 

(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, 

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.  

 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. 

 Furthermore, 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 

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CASE NO. 22-21995-CIV-ALTONAGA 
 

3 
 

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.

 Furthermore, 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. 

 Defendant is permanently restrained and enjoined from violating Section 5 of the 

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CASE NO. 22-21995-CIV-ALTONAGA 
 

4 
 

Securities Act [15 U.S.C. § 77e] by, 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. § 77h]. 

 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. 

Case 1:22-cv-21995-CMA   Document 34   Entered on FLSD Docket 04/19/2023   Page 4 of 6



CASE NO. 22-21995-CIV-ALTONAGA 
 

5 
 

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

 Furthermore, 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). 

V. 

Defendant is liable for disgorgement of $289,000, representing net profits gained as a 

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

amount of $11,026, for a total of $300,026, which shall be deemed satisfied by the Order of 

Restitution entered against Defendant in United States v. Joshua David Nicholas, Case No. 22-

CR-20296 (S.D. Fla.). 

VI. 
 

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 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 

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CASE NO. 22-21995-CIV-ALTONAGA 
 

6 
 

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). 

VIII. 

 The Court retains 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. 

   DONE AND ORDERED in Miami, Florida, this 19th day of April, 2023. 

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

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