SEC v. William A. Justice, No. 3:25-cv-01716, Northern District of Texas (July 10, 2025) — Judgment

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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
§
SECURITIES AND EXCHANGE COMMISSION, §
        §
Plaintiff, §
        §
v. §     Case No.: 3:25-CV-1716-D
        §
WILLIAM            A.            JUSTICE            §
        §
Defendant.            §
        §
FINAL JUDGMENT AS TO DEFENDANT WILLIAM A. JUSTICE
The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and
Defendant William A. Justic
e (“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 without admitting or denying the allegations of the Complaint (except as
to jurisdiction and and except as otherwise provided herein in paragraph VI); 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 Sections 17(a)(2) and (3) of the Securities
Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(2), (3)] 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 obtain money or property by means of any untrue statement of material
fact or any omission of a material fact necessary in order to make the

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statements made, in light of the circumstances under which they were
made, not misleading; or
(b) 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 about
the price or trading market for any security, or (ii) making any false or misleading statement, or
disseminating any false or misleading documents, materials, or information, concerning matters
relating to a decision by an investor or prospective investor to buy or sell securities of any
company.
 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 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
Securities Exchange Act of 1934 (“Exchange Act”) [17 C.F.R. § 240.3a51-1].

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III.
 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 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)].
IV.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is liable for disgorgement of $170,300, representing profits gained as a result of the conduct
alleged in the Complaint, together with prejudgment interest thereon in the amount of
$26,458.23, for a total of $196,758.23.  Based on Defendant’s sworn representations in his
Statement of Financial Condition dated November 19, 2024, and other documents and
information submitted to the Commission, however, the Court is not ordering Defendant to pay a
civil penalty and payment of all of the disgorgement and pre-judgment interest thereon is
waived.  The determination not to impose a civil penalty and to waive payment of all of the
disgorgement and pre-judgment interest is contingent upon the accuracy and completeness of
Defendant’s Statement of Financial Condition.  If at any time following the entry of this Final
Judgment the Commission obtains information indicating that Defendant’s representations to the
Commission concerning his assets, income, liabilities, or net worth were fraudulent, misleading,
inaccurate, or incomplete in any material respect as of the time such representations were made,
the Commission may, at its sole discretion and without prior notice to Defendant, petition the
Court for an order requiring Defendant to pay the unpaid portion of the disgorgement, pre-
judgment and post-judgment interest thereon, and the maximum civil penalty allowable under

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the law.  In connection with any such petition, the only issue shall be whether the financial
information provided by Defendant was fraudulent, misleading, inaccurate, or incomplete in any
material respect as of the time such representations were made.  In its petition, the Commission
may move this Court to consider all available remedies, including, but not limited to, ordering
Defendant to pay funds or assets, directing the forfeiture of any assets, or sanctions for contempt
of this Final Judgment.  The Commission may also request additional discovery.  Defendant may
not, by way of defense to such petition:  (1) challenge the validity of the Consent or this Final
Judgment; (2) contest the allegations in the Complaint filed by the Commission; (3) assert that
payment of disgorgement, pre-judgment and post-judgment interest or a civil penalty should not
be ordered; (4) contest the amount of disgorgement and pre-judgment and post-judgment
interest; (5) contest the imposition of the maximum civil penalty allowable under the law; or (6)
assert any defense to liability or remedy, including, but not limited to, any statute of limitations
defense.  Defendant shall also pay post-judgment interest on any delinquent amounts pursuant to
28 U.S.C. § 1961.
V.
 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.
VI.

IT
 IS FURTHER ORDERED, ADJUDGED, AND DECREED 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 civil
penalty or other amounts due by Defendant under this Final Judgment or any other judgment,

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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).
VII.
 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.
VIII.
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 at Dallas, Texas July 8, 2025.
____________________________________
SIDNEY A. FITZWATER
SENIOR JUDGE

1 

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

§ 
SECURITIES AND EXCHANGE COMMISSION, § 
        § 

Plaintiff, § 
        § 
v. §     Case No.: 3:25-CV-1716-D 
        § 
WILLIAM A. JUSTICE § 
        § 

Defendant. § 
        § 

FINAL JUDGMENT AS TO DEFENDANT WILLIAM A. JUSTICE

The Securities and Exchange Commission having filed a Complaint [Dkt. No. 1] and 

Defendant William A. Justice (“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 without admitting or denying the allegations of the Complaint (except as 

to jurisdiction and and except as otherwise provided herein in paragraph VI); 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 Sections 17(a)(2) and (3) of the Securities 

Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(2), (3)] 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 obtain money or property by means of any untrue statement of material

fact or any omission of a material fact necessary in order to make the

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2 
 

statements made, in light of the circumstances under which they were 

made, not misleading; or 

(b) 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 about 

the price or trading market for any security, or (ii) making any false or misleading statement, or 

disseminating any false or misleading documents, materials, or information, concerning matters 

relating to a decision by an investor or prospective investor to buy or sell securities of any 

company.  

 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 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 

Securities Exchange Act of 1934 (“Exchange Act”) [17 C.F.R. § 240.3a51-1]. 

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III. 

 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 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)]. 

IV. 

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

is liable for disgorgement of $170,300, representing profits gained as a result of the conduct 

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

$26,458.23, for a total of $196,758.23.  Based on Defendant’s sworn representations in his 

Statement of Financial Condition dated November 19, 2024, and other documents and 

information submitted to the Commission, however, the Court is not ordering Defendant to pay a 

civil penalty and payment of all of the disgorgement and pre-judgment interest thereon is 

waived.  The determination not to impose a civil penalty and to waive payment of all of the 

disgorgement and pre-judgment interest is contingent upon the accuracy and completeness of 

Defendant’s Statement of Financial Condition.  If at any time following the entry of this Final 

Judgment the Commission obtains information indicating that Defendant’s representations to the 

Commission concerning his assets, income, liabilities, or net worth were fraudulent, misleading, 

inaccurate, or incomplete in any material respect as of the time such representations were made, 

the Commission may, at its sole discretion and without prior notice to Defendant, petition the 

Court for an order requiring Defendant to pay the unpaid portion of the disgorgement, pre-

judgment and post-judgment interest thereon, and the maximum civil penalty allowable under 

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4 
 

the law.  In connection with any such petition, the only issue shall be whether the financial 

information provided by Defendant was fraudulent, misleading, inaccurate, or incomplete in any 

material respect as of the time such representations were made.  In its petition, the Commission 

may move this Court to consider all available remedies, including, but not limited to, ordering 

Defendant to pay funds or assets, directing the forfeiture of any assets, or sanctions for contempt 

of this Final Judgment.  The Commission may also request additional discovery.  Defendant may 

not, by way of defense to such petition:  (1) challenge the validity of the Consent or this Final 

Judgment; (2) contest the allegations in the Complaint filed by the Commission; (3) assert that 

payment of disgorgement, pre-judgment and post-judgment interest or a civil penalty should not 

be ordered; (4) contest the amount of disgorgement and pre-judgment and post-judgment 

interest; (5) contest the imposition of the maximum civil penalty allowable under the law; or (6) 

assert any defense to liability or remedy, including, but not limited to, any statute of limitations 

defense.  Defendant shall also pay post-judgment interest on any delinquent amounts pursuant to 

28 U.S.C. § 1961. 

V. 

 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. 

VI.  
 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED 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 civil 

penalty or other amounts due by Defendant under this Final Judgment or any other judgment, 

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5 
 

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). 

VII. 

 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. 

VIII. 

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 at Dallas, Texas July 8, 2025. 

____________________________________ 
SIDNEY A. FITZWATER 
SENIOR JUDGE 

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