SEC v. Justin R. Kimbrough, No. 4:22-cv-00558, Eastern District of Texas (Sept. 17, 2025) — Judgment

1
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF TEXAS
SHERMAN DIVISION
:
SECURITIES AND EXCHANGE :
COMMISSION, :
:
Plaintiff, : Case No. 4:22-cv-000558 (SDJ)
:
 v. :
:
JUSTIN R. KIMBROUGH,  :
et al.,    :
:
Defendants. :
:
FINAL JUDGMENT AS TO JUSTIN R. KIMBROUGH
The
 Securities and Exchange Commission having filed a Complaint and Defendant Justin
R. Kimbrough (“Kimbrough” 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.
SECTION 10(b) OF THE SECURITIES EXCHANGE ACT OF 1934
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 of the mails, or of any facility of any national securities exchange, in
connection with the purchase or sale of any security:

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 or offering of securities;
(B)the prospects for success of any product or company;
(C)the use of investor funds;
(D)compensation to any person; or
(E)the misappropriation of investor funds or investment proceeds.
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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II.
SECTION 17(a) OF THE SECURITIES ACT OF 1933
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
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 or offering of securities;
(B)the prospects for success of any product or company;
(C)the use of investor funds;
(D)compensation to any person; or
(E)the misappropriation of investor funds or investment proceeds.

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 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.
SECTIONS 5(a) AND (c) OF THE SECURITIES ACT
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant is permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the
Securities Act [15 U.S.C. §§ 77e(a) and (c)] 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

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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.
SECTION 15(a)(1) OF THE EXCHANGE ACT
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is
permanently restrained and enjoined from violating, directly or indirectly, Section 15(a)(1) of the
Exchange Act [15 U.S.C. § 78o(a)(1)], by making use of the mails or any means or
instrumentality of interstate commerce and engaging in the business of effecting transactions in
securities for the accounts of others, or inducing or attempting to induce the purchase or sale of
securities, while not registered with the Commission in accordance with the provisions of
Section 15(b) of the Exchange Act, or while not associated with a broker-dealer that was so
registered.
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.
ISSUANCE, PURCHASE, OFFERING, AND SALE BAR
 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that,
pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)], Defendant is
permanently restrained and enjoined from directly or indirectly, including, but not limited to,
through any entity owned or controlled by him, participating in the issuance, purchase, offer, or
sale of any security; provided, however, that such injunction shall not prevent him from
purchasing or selling securities listed on a national securities exchange for his own personal
account.
 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).
VI.
OFFICER AND DIRECTOR BAR
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to
Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities
Act [15 U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15
U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15
U.S.C. § 78o(d)].

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VII.
DISGORGEMENT
I
T  IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant and
defendant Prosperity Consultants, LLC are jointly and severally liable for and shall pay
disgorgement of ill-gotten gains in the amount of $1,137,437.45, with prejudgment interest in the
amount of $86,882.82.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant’s
obligation to make this payment shall be deemed satisfied by the entry of the forfeiture order in
the related criminal case United States v. Justin Kimbrough, Crim. No. 22-152 (E.D. Tex.).
VIII.
INCORPORATION
 OF CONSENT
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.
BANKRUPTCY
 NONDISCHARGEABILITY
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, 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

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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).
X.
RETENTION OF JURISDICTION
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.
XI.
RULE 54(b) CERTIFICATION
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.

1 

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF TEXAS 

SHERMAN DIVISION 

: 
SECURITIES AND EXCHANGE : 
COMMISSION, : 

: 
Plaintiff, : Case No. 4:22-cv-000558 (SDJ) 

: 
 v. : 

: 
JUSTIN R. KIMBROUGH,  : 
et al.,  : 

: 
Defendants. : 

: 

FINAL JUDGMENT AS TO JUSTIN R. KIMBROUGH

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

R. Kimbrough (“Kimbrough” 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. 

SECTION 10(b) OF THE SECURITIES EXCHANGE ACT OF 1934 

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 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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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 or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

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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II. 

SECTION 17(a) OF THE SECURITIES ACT OF 1933 

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

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 or offering of securities;

(B) the prospects for success of any product or company;

(C) the use of investor funds;

(D) compensation to any person; or

(E) the misappropriation of investor funds or investment proceeds.

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 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. 

SECTIONS 5(a) AND (c) OF THE SECURITIES ACT 

 IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is permanently restrained and enjoined from violating Sections 5(a) and 5(c) of the 

Securities Act [15 U.S.C. §§ 77e(a) and (c)] 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 

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5 

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. 

SECTION 15(a)(1) OF THE EXCHANGE ACT 

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

permanently restrained and enjoined from violating, directly or indirectly, Section 15(a)(1) of the 

Exchange Act [15 U.S.C. § 78o(a)(1)], by making use of the mails or any means or 

instrumentality of interstate commerce and engaging in the business of effecting transactions in 

securities for the accounts of others, or inducing or attempting to induce the purchase or sale of 

securities, while not registered with the Commission in accordance with the provisions of 

Section 15(b) of the Exchange Act, or while not associated with a broker-dealer that was so 

registered. 

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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6 
 

V. 

ISSUANCE, PURCHASE, OFFERING, AND SALE BAR 

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

pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §78u(d)(5)], Defendant is 

permanently restrained and enjoined from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by him, participating in the issuance, purchase, offer, or 

sale of any security; provided, however, that such injunction shall not prevent him from 

purchasing or selling securities listed on a national securities exchange for his own personal 

account. 

 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). 

VI. 

OFFICER AND DIRECTOR BAR 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to 

Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)] and Section 20(e) of the Securities 

Act [15 U.S.C. § 77t(e)], Defendant is prohibited from acting as an officer or director of any 

issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 

U.S.C. § 78o(d)]. 

 
 

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7 

VII. 

DISGORGEMENT 

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

defendant Prosperity Consultants, LLC are jointly and severally liable for and shall pay 

disgorgement of ill-gotten gains in the amount of $1,137,437.45, with prejudgment interest in the 

amount of $86,882.82. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant’s 

obligation to make this payment shall be deemed satisfied by the entry of the forfeiture order in 

the related criminal case United States v. Justin Kimbrough, Crim. No. 22-152 (E.D. Tex.). 

VIII. 

INCORPORATION OF CONSENT 

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. 

BANKRUPTCY NONDISCHARGEABILITY 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, 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 

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8 

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). 

X. 

RETENTION OF JURISDICTION 

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. 

XI. 

RULE 54(b) CERTIFICATION 

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. 

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SeanJordan
Judge Jordan Signature