SEC v. Wintercap SA; ROGER KNOX; MICHAEL T. GASTAUER; WB21 US INC.; SILVERTON SA INC.; WB21 NA INC., et al., No. 1:18-cv-12058, District of Massachusetts (Dec. 21, 2022) — Judgment

1

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
__________________________________________
)
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff,   )
)
v.      ) Case No.  1:18-cv-12058-RGS
)
ROGER KNOX, WINTERCAP SA,    )
MICHAEL T. GASTAUER, WB21 US  )
INC., SILVERTON SA INC., WB21 NA  )
INC., C CAPITAL CORP., WINTERCAP     )
SA INC. AND B2 CAP INC.    )
)
Defendants,    )
 and      )
       )
RAIMUND GASTAUER, SIMONE   )
GASTAUER FOEHR, B21 LTD., SHAMAL )
INTERNATIONAL FZE, AND WB21 DMCC )
       )
   Relief Defendants.  )
___________________________________________ )

FINAL JUDGMENT AS TO DEFENDANT WINTERCAP SA

The Securities and Exchange Commission having filed a Complaint and Defendant
Wintercap SA (“Wintercap” or “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

2

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:
(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

3

 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 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 5 of the 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

4

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].
 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
is permanently restrained and enjoined from violating Section 15(a) of the Exchange Act [15
U.S.C. §78o(a)] by, directly or indirectly, using the mails or any means or instrumentality of
interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase
or sale of, any security (with certain exemptions not applicable here), unless he is associated with
a broker or dealer that is registered in accordance with Section 15(b) of the Exchange Act [15
U.S.C. §78o(b)].
 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).

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V.
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently 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. 240.3a51-1].
VI.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $5,862,634.81, representing net profits gained as a result of the
conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of
$285,428.42, jointly and severally with defendant Roger Knox, for a total of $6,148,063.23.
Sums totaling $891,235 plus any accrued interest that are on deposit in the Court’s Registry
Account for this action shall be paid to the Commission in partial satisfaction of the
$6,148,063.23 payment obligation.  The balance of Defendant’s $6,148,063.23 payment
obligation shall be deemed satisfied by the Orders of Forfeiture entered against Defendant’s
principal, Roger Knox, in United States v. Roger Knox, Crim. No. 1:18-cr-10385 (D. Mass.),
docket entry numbers 156, 207, 212 and 215.

The Commission shall hold the funds (collectively, the “Fund”) until further order of this
Court.  The SEC 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.

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VII.
 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that all of the remaining
sums on deposit in the Court’s Registry Account for this case, which total at least $891235 plus
any accrued interest, shall be transferred to the Commission in partial satisfaction of this
monetary judgment.  The Court’s Registry Account 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.  The Court’s Registry Account also may transfer
these funds 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; and specifying that payment is made pursuant to this Final Judgment.
VIII.

 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.
IX.

 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.
X.

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

7
Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice.
D
ated:  ______________, _____
____________________________________
UNITED STATES DISTRICT JUDGE

December 212022
/s/ Richard G. Stearns

1 
 

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

__________________________________________ 
) 

SECURITIES AND EXCHANGE COMMISSION, ) 
) 

Plaintiff,   ) 
) 

v.      ) Case No.  1:18-cv-12058-RGS 
) 

ROGER KNOX, WINTERCAP SA,   ) 
MICHAEL T. GASTAUER, WB21 US  ) 
INC., SILVERTON SA INC., WB21 NA  )  
INC., C CAPITAL CORP., WINTERCAP  ) 
SA INC. AND B2 CAP INC.    ) 

) 
Defendants,    ) 

 and      ) 
       ) 
RAIMUND GASTAUER, SIMONE   ) 
GASTAUER FOEHR, B21 LTD., SHAMAL ) 
INTERNATIONAL FZE, AND WB21 DMCC )  
       ) 
   Relief Defendants.  ) 
___________________________________________ ) 
 

FINAL JUDGMENT AS TO DEFENDANT WINTERCAP SA 

 
The Securities and Exchange Commission having filed a Complaint and Defendant 

Wintercap SA (“Wintercap” or “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 

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 1 of 7



2 
 

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: 

(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 

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 2 of 7



3 
 

 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 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 5 of the 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 

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 3 of 7



4 
 

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]. 

 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 

is permanently restrained and enjoined from violating Section 15(a) of the Exchange Act [15 

U.S.C. §78o(a)] by, directly or indirectly, using the mails or any means or instrumentality of 

interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase 

or sale of, any security (with certain exemptions not applicable here), unless he is associated with 

a broker or dealer that is registered in accordance with Section 15(b) of the Exchange Act [15 

U.S.C. §78o(b)]. 

 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). 

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 4 of 7



5 
 

V. 

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

is permanently 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. 240.3a51-1]. 

VI. 

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

is liable for disgorgement of $5,862,634.81, representing net profits gained as a result of the 

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

$285,428.42, jointly and severally with defendant Roger Knox, for a total of $6,148,063.23.  

Sums totaling $891,235 plus any accrued interest that are on deposit in the Court’s Registry 

Account for this action shall be paid to the Commission in partial satisfaction of the 

$6,148,063.23 payment obligation.  The balance of Defendant’s $6,148,063.23 payment 

obligation shall be deemed satisfied by the Orders of Forfeiture entered against Defendant’s 

principal, Roger Knox, in United States v. Roger Knox, Crim. No. 1:18-cr-10385 (D. Mass.), 

docket entry numbers 156, 207, 212 and 215. 

The Commission shall hold the funds (collectively, the “Fund”) until further order of this 

Court.  The SEC 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.   

 

 

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6 
 

VII. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that all of the remaining 

sums on deposit in the Court’s Registry Account for this case, which total at least $891235 plus 

any accrued interest, shall be transferred to the Commission in partial satisfaction of this 

monetary judgment.  The Court’s Registry Account 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.  The Court’s Registry Account also may transfer 

these funds 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; and specifying that payment is made pursuant to this Final Judgment. 

VIII. 
 

 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. 

IX. 
 

 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. 

X. 
 

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

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 6 of 7



7 

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

Dated:  ______________, _____ 

____________________________________ 
UNITED STATES DISTRICT JUDGE 

December 21 2022

/s/ Richard G. Stearns

Case 1:18-cv-12058-RGS   Document 297   Filed 12/21/22   Page 7 of 7