Securities and Exchange Commission v. Shinderman et al

Filing 43

ORDER Granting 41 Consent Judgment as to Defendant Alan Shinderman. Signed by Judge James C. Mahan on 7/26/2019. (Copies have been distributed pursuant to the NEF - JQC)

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PROOF OF SERVICE
I am over the age of 18 years and not a party to this action. My business address is:
U.S. SECURITIES AND EXCHANGE COMMISSION,
444 S. Flower Street, Suite 900, Los Angeles, California 90071
Telephone No. [phone]; Facsimile No. [phone].
On July 25, 2019, I caused to be served the document entitled CONSENT OF
DEFENDANT ALAN SHINDERMAN on all the parties to this action addressed as
stated on the attached service list:
☐
OFFICE MAIL: By placing in sealed envelope(s), which I placed for collection
and mailing today following ordinary business practices. I am readily familiar with this
agency’s practice for collection and processing of correspondence for mailing; such
correspondence would be deposited with the U.S. Postal Service on the same day in the
ordinary course of business.
☐
PERSONAL DEPOSIT IN MAIL: By placing in sealed envelope(s),
which I personally deposited with the U.S. Postal Service. Each such envelope was
deposited with the U.S. Postal Service at Los Angeles, California, with first class postage
thereon fully prepaid.
☐
EXPRESS U.S. MAIL: Each such envelope was deposited in a facility
regularly maintained at the U.S. Postal Service for receipt of Express Mail at Los
Angeles, California, with Express Mail postage paid.
☐
HAND DELIVERY: I caused to be hand delivered each such envelope to the
office of the addressee as stated on the attached service list.
☐
UNITED PARCEL SERVICE: By placing in sealed envelope(s) designated by
United Parcel Service (“UPS”) with delivery fees paid or provided for, which I deposited
in a facility regularly maintained by UPS or delivered to a UPS courier, at Los Angeles,
California.
☐
ELECTRONIC MAIL: By transmitting the document by electronic mail to the
electronic mail address as stated on the attached service list.
☒
E-FILING: By causing the document to be electronically filed via the Court’s
CM/ECF system, which effects electronic service on counsel who are registered with the
CM/ECF system.
☐
FAX: By transmitting the document by facsimile transmission. The transmission
was reported as complete and without error.

I declare under penalty of perjury that the foregoing is true and correct.
Date: July 25, 2019

/s/ Donald W. Searles
Donald W. Searles

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SEC v. Quicksilver Stock Transfer LLC and Alan Shinderman
United States District Court – District of Nevada
Case No. 2:18-cv-00131-JCM-PAL
SERVICE LIST

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Barney C. Ales, Esq.
P.O. Box 20563
Las Vegas, NV 89112
Email: [e-mail]
Attorney for Defendants Quicksilver Stock Transfer, LLC, and Alan
Shinderman

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Case 2:18-cv-00131-JCM-BNW Document 41-1 Filed 07/25/19 Page 1 of 6

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UNITED STATES DISTRICT COURT

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DISTRICT OF NEVADA

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SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.

Case No. 2:18-cv-00131
[PROPOSED] FINAL JUDGMENT AS
TO DEFENDANT ALAN
SHINDERMAN

QUICKSILVER STOCK TRANSFER,
LLC AND ALAN SHINDERMAN,
Defendants.
The Securities and Exchange Commission (“SEC”) having filed a Complaint

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and Defendant Alan Shinderman (“Defendant”) having entered a general appearance;

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consented to the Court’s jurisdiction over Defendant and the subject matter of this

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action; consented to entry of this Final Judgment without admitting or denying the

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allegations of the Complaint (except as to jurisdiction and except as otherwise

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provided in paragraph VI); waived findings of fact and conclusions of law; and

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waived any right to appeal from this Judgment:

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I.
IT IS FURTHER ORDERED that Defendant is permanently restrained and

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enjoined from, directly or indirectly, in connection with the purchase or sale of any

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security, by the use of any means or instrumentality of interstate commerce, or of the

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mails, or of any facility of any national securities exchange:

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A.

employing any device, scheme or artifice to defraud;

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B.

making any untrue statement of material fact to omitting to state a

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material fact necessary in order to make the statements made, in light of

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the circumstances under which they were made, not misleading; or

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C.

engaging in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any person;

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in violation of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5

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thereunder, 17 C.F.R. §§ 240.10b-5.

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

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provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

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binds the following who receive actual notice of this Final Judgment by personal

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service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

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attorneys; and (b) other persons in active concert or participation with Defendant or

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with anyone described in (a).

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II.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

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is permanently restrained and enjoined from aiding and abetting violations of Section

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17(a)(d)(1) of the Exchange Act [15 U.S.C. § 78q-1(d)(1)] and Rule 17Ad-12

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thereunder [17 C.F.R. 240.17Ad-12], which makes it unlawful for any registered

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transfer agent, directly or indirectly, in light of all the facts and circumstances, to fail

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to safeguard securities related to its transfer agent activities, in a manner reasonably
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free from risk of loss, theft, destruction, and to protect funds related to its transfer

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agent activities against misuse.

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

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provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

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binds the following who receive actual notice of this Final Judgment by personal

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service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

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attorneys; and (b) other persons in active concert or participation with Defendant or

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with anyone described in (a).

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III.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant

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is permanently restrained and enjoined from aiding and abetting violations of Section

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17(a)(d)(1) of the Exchange Act [15 U.S.C. § 78q-1(d)(1)] and Rule 17Ad-13

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thereunder [17 C.F.R. 240.17Ad-12], which makes it unlawful for any registered

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transfer agent to file annually with the Commission and the transfer agent’s

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appropriate regulatory agency in accordance with Rule 17Ad-2(h), a report prepared

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by an independent accountant concerning the transfer agent’s system of internal

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accounting controls and related procedures for the transfer of record ownership and

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the safeguarding of related securities and funds.

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

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provided in Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also

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binds the following who receive actual notice of this Final Judgment by personal

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service or otherwise: (a) Defendant’s officers, agents, servants, employees, and

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attorneys; and (b) other persons in active concert or participation with Defendant or

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with anyone described in (a).

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

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Defendant is liable for a civil penalty in the amount of $50,000.00 pursuant to Section

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21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this
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obligation by paying $15,000.00 to the Securities and Exchange Commission within

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14 days after entry of this Final Judgment, followed by seven monthly installment

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payments of $5000.00 each, the first such installment payment due 45 days after

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entry of this Final Judgment, and each subsequent payment due 30 days from the date

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of the last payment, until such penalty amount is paid in full. Payments shall be

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deemed made on the date they are received by the Commission.

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Defendant may transmit payment electronically to the Commission, which will

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provide detailed ACH transfer/Fedwire instructions upon request. Payment may also

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be made directly from a bank account via Pay.gov through the SEC website at

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http://www.sec.gov/about/offices/ofm.htm. Defendant may also pay by certified

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check, bank cashier’s check, or United States postal money order payable to the

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Securities and Exchange Commission, which shall be delivered or mailed to

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Enterprise Services Center

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Accounts Receivable Branch

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6500 South MacArthur Boulevard

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Oklahoma City, OK 73169

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and shall be accompanied by a letter identifying the case title, civil action number,

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and name of this Court; Defendant’s name as a defendant in this action; and

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specifying that payment is made pursuant to this Final Judgment.

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Defendant shall simultaneously transmit photocopies of evidence of payment

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and case identifying information to the Commission’s counsel in this action. By

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making this payment, Defendant relinquishes all legal and equitable right, title, and

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interest in such funds and no part of the funds shall be returned to Defendant. The

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Commission shall send the funds paid pursuant to this Final Judgment to the United

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States Treasury. If Defendant fails to make any payment by the date agreed and/or in

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the amount agreed according to the schedule set forth above, all outstanding

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payments under this Final Judgment, including post-judgment interest, minus any

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payments made, shall become due and payable immediately at the discretion of the
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staff of the Commission without further application to the Court. The Commission

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may enforce the Court’s judgment for disgorgement and prejudgment interest by

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moving for civil contempt (and/or through other collection procedures authorized by

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law) at any time Defendant fails to make any payment by the date agreed and/or in

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the amount agreed according to the schedule set forth above. Defendant shall pay

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post-judgment interest on any delinquent amounts pursuant to 28 USC § 1961.

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V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendant’s Consent is incorporated herein with the same force and effect as if fully

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set forth herein, and that Defendant shall comply with all of the undertakings and

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agreements set forth therein.

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VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that solely for

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purposes of exceptions to discharge set forth in Section 523 of the Bankruptcy Code,

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11 U.S.C. § 523, the allegations in the complaint are true and admitted by Defendant,

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and further, any debt for disgorgement, prejudgment interest, civil penalty or other

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

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consent order, decree or settlement agreement entered in connection with this

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proceeding, is a debt for the violation by Defendant of the federal securities laws or

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any regulation or order issued under such laws, as set forth in Section 523(a)(19) of

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the Bankruptcy Code, 11 U.S.C. §523(a)(19).

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VII.

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IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court

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shall retain jurisdiction of this matter for the purposes of enforcing the terms of this

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Judgment.

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VIII.

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

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

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July 26, 2019.
Dated: ______________, _____

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THE HON. JAMES C. MAHAN
UNITED STATES DISTRICT JUDGE

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