UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 80053 / February 16, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-17849

In the Matter of

ANGEL OAK CAPITAL 

PARTNERS, LLC, PERAZA 

CAPITAL & INVESTMENT, 

LLC, SREENIWAS PRABHU, 

AND DAVID W. WELLS,

Respondents.

CORRECTED ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-ANDDESIST PROCEEDINGS, PURSUANT TO 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASEAND-DESIST ORDER, AND NOTICE OF 

HEARING

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) against Angel Oak Capital Partners, LLC (“Angel OakCapital Partners” or “AOCP”), and 

pursuant to Section 21C of the Exchange Act against Peraza Capital & Investment, LLC (“Peraza 

Capital”), Sreeniwas Prabhu (“Prabhu”), and David W. Wells (“Wells”) (collectively, 

“Respondents”). 

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers

of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, Respondents consent to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the 
2

Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order, and Notice of Hearing (“Order”), as set forth below. 

III.

On the basis of this Order and Respondents’ Offers, the Commission finds1 that: 

A. Introduction

1. This matter involves violations of the broker-dealer registration requirements of 

Section 15(a) of the Exchange Act by Angel Oak Capital Partners. Section 15(a) provides that 

brokers and dealers must register with the Commission, absent an applicable exemption. 

2. From March 2010 to October 2014, Angel OakCapital Partners violated the 

registration provisions of the Exchange Act by operating as an unregistered broker-dealer, primarily 

from an office located in Atlanta, Georgia. In late 2009, Angel Oak Capital Partners entered into an 

independent contractor agreement (the “IC Agreement”) with Peraza Capital, a registered brokerdealer. The agreement’s introduction provided that Angel Oak Capital Partners and Peraza Capital 

entered into the IC Agreementso that AOCP “may conduct a securities business through” Peraza 

Capital. Pursuant to the arrangement, traders employed by AOCP in its securities business were 

registered with FINRA as registered representatives of Peraza Capital. Peraza Capital also filed a 

Form BR with FINRA designating the Atlanta office as a branch office. By the terms of the 

agreement, Angel Oak Capital Partners was entitled to 85% of all commission revenue generated 

by the trading activities of the registered representatives in the Atlanta office. Peraza was to receive 

the remaining 15% for providing access to its trading platform, back office support, and clearance 

and settlement. 

3. During the relevant period, Angel Oak Capital Partners held itself out as a brokerdealer. Angel Oak Capital Partners’ employees who were registered representatives of Peraza 

Capital entered into more than 900 trades and regularly solicited customers and marketed its 

securities business to prospective customers. In doing so, they often used the “Angel Oak” name.

4. Moreover, Angel Oak Capital Partners and its owners or employees, who were not 

registered as broker-dealers or associated with a registered broker-dealer, were involved in the 

operations of the securities business, including by hiring new employees to engage in securities 

activities and who would become registered representatives of Peraza Capital, determining 

compensation (including transaction-based compensation) for the employees, engaging in 

marketing activities, and participating in relevant discussions as to how to operate the business. 

5. Angel Oak Capital Partners, an unregistered entity, received transaction-based 

compensation in connection with the purchase and sale of securities of approximately $3,054,288

in commissions through its arrangement with Peraza Capital. 

 1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
3

6. As a result of such conduct, Angel Oak Capital Partners engaged in broker-dealer

activities without registering with the Commission, in violation of Section 15(a) of the Exchange 

Act.

7. Prabhu, an owner of Angel Oak Capital Partners, participated in deciding how to 

structure Angel OakCapital Partners’ securities business, including the initial decision to establish 

a relationship with Peraza Capital. Prabhu further participated in managing the affairs of Angel 

Oak Capital Partners’ securities business and exercised a degree of control over the registered 

representatives who were associated with Peraza Capital and who were engaged in securities

activities. 2

8. Wells was involved in setting up the initial relationship between Angel Oak Capital 

Partners and Peraza Capital. In addition, for most of the relevant time period, Wells acted as the 

conduit for paying Angel Oak Capital Partners commission revenue generated as a result of the

trading activities of the employees who were registered representatives of Peraza Capital. Wells 

was registered with Peraza Capital from 2009 to 2014 and acted as the branch manager and 

supervisor of the employees that operated under the name of Angel Oak and engaged in trading 

activities as registered representatives of Peraza Capital. Wells engaged in such conduct even 

though he knew Angel Oak Capital Partners was not registered as a broker-dealer and knew or 

should have known that the owners of Angel Oak Capital Partners, who were not registered as a 

broker-dealer or associated with a registered broker-dealer, were exercising control over the 

operation of the firm’s securities business. 

9. Peraza Capital, by permitting Angel Oak Capital Partners to access its trading

platform, such as settlement and clearing services, provided assistance which allowed Angel Oak 

Capital Partners to operate a brokerage business without registering as a broker-dealer. Peraza 

Capital also facilitated Angel Oak Capital Partners’ operation of its securities business by 

registering certain employees as licensed representatives through Peraza Capital. Peraza Capital 

facilitated Angel Oak Capital Partners’ trading activities, even though it knew Angel Oak Capital 

Partners was not registered and knew or should have known that the owners of Angel Oak Capital 

Partners, who were not all registered as broker-dealers or associated with a registered brokerdealer, were exercising control over the operation of the firm’s securities business. Through its 

arrangement with Angel Oak Capital Partners, Peraza Capital received commissions from the 

trading activity described above.

10. As a result of such conduct, Prabhu, Wells, and Peraza Capital caused Angel Oak 

Capital Partners’ violation of Section 15(a) of the Exchange Act. 

B. Respondents

11. Angel Oak Capital Partners, LLC (“Angel Oak Capital Partners” or 

“AOCP”), which was formed in 2008, is one of several affiliated entities that operate under the 

Angel Oak name. Angel Oak Capital Partners is the general partner to Angel Oak Capital Advisors, 

 2 Prabhu was registered with Peraza Capital from September 2009 to September 2012. 
4

LLC (“Angel Oak Capital Advisors”), a registered investment adviser. Angel OakCapital Partners 

is not registered with the Commission in any capacity.

12. Peraza Capital and Investment, LLC (“Peraza Capital”) is a Florida corporation 

and has been a registered broker-dealer with the Commission since 2002. Peraza Capital is currently 

known as LPE Securities, LLC. Its primary office is in St. Petersburg, Florida.

13. Sreeniwas V. Prabhu, age 44, lives in Atlanta, Georgia. He is a Managing 

Partner, a co-founder and the Chief Investment Officer of Angel Oak Capital Advisors. He is also 

an owner of AOC Securities, LLC (“AOC Securities”),

3 a registered broker-dealer, Angel Oak 

Capital Partners II,LLC, and Angel Oak Consulting Group Portfolio Management, LLC. He is an 

indirect owner of Caravan Capital Management LLC. He currently holds a Series 66 license and 

previously held a Series 7 license, including for a period when he was associated with Peraza

Capital. He was associated with Peraza Capital between September 2009 and September 2012.

14. David W. Wells, age 40, lives in Atlanta, Georgia. He is an employee of Angel 

Oak Capital Advisors. He formerly held Series 7 and 24 licenses while registered with Peraza

Capital from approximately 2009 to 2014 and served as the branch manager and supervisor of the

Atlanta office. 

C. Facts

Angel Oak Capital Partners Entered into an Agreement with Peraza Capital

15. In early 2009, Prabhu, along with the firm’s other owners, wanted to conduct a 

securities business through Angel Oak Capital Partners and considered several options on how to 

set up the business, including by registering a broker-dealer. However, Prabhu was unsure whether 

a securities business would be profitable and would thus justify the expenses associated with 

registering a broker-dealer. Accordingly, Prabhu, in coordination with Wells and the firm’s other 

owners, explored alternatives to registering a broker-dealer. 

16. Prabhu, among others, began negotiations with Peraza Capital to establish an 

arrangement by which Angel Oak Capital Partners would enter into a relationship with Peraza

Capital. Prabhu intended that Angel Oak Capital Partners would run its securities business through 

Peraza Capital in exchange for payment of a percentage share of the commission revenue 

generated as a result of Angel Oak Capital Partners’ trading activities. In October 2009, the 

discussions culminated in the signing of the IC Agreement between Angel Oak Capital Partners 

and Peraza Capital. 

17. The IC Agreement provided that Angel Oak Capital Partners would “conduct a 

securities business” through Peraza Capital. Peraza Capital was to provide “all necessary back 

office support” with respect to Angel Oak Capital Partners’ “sales and trading activities” and also 

provide a trading platform which allowed Angel Oak Capital Partners “to operate a trading desk to 

 3 In late 2014, Angel Oak Capital Partners discontinued its arrangement with Peraza Capital. In December 

2014, AOC Securities, an affiliate of Angel Oak Capital Partners, registered with the Commission as a brokerdealer.
5

execute trades in bonds and mortgage-backed securities.” All trades would be cleared and settled 

by Peraza Capital’s clearing firm.

18. In October 2009, Peraza Capital filed a Form BR with FINRA designating an office 

in Atlanta established for the securities trading as an “Office of Supervisory Jurisdiction.”

19. Wells and other registered representatives in the Atlanta office began executing 

trades through Peraza Capital’s trading platform in March 2010. The employees of Angel Oak 

Capital Partners involved in securities trading registered with FINRA as registered representatives 

of Peraza Capital.

20. For most of the relevant time period, Wells served as the branch supervisor of the 

registered representatives in the Atlanta office. In December 2012, Wells entered into an 

independent contractor agreement with Peraza Capital on substantially the same terms as the initial

IC Agreement.

21. Angel Oak Capital Partners incurred various expenses pursuant to the IC 

Agreements. In particular, Angel Oak Capital Partners provided the office space as well as 

supplies, computers, e-mail access, and access to Bloomberg services. Angel Oak Capital Partners 

further paid a salary or draw to its employees who were registered representatives, and provided 

health and retirement benefits.

22. As the firm’s business grew, Angel Oak Capital Partners tracked the profitability of 

its operations. For instance, Angel Oak Capital Partners prepared financial statements and other 

reports that tracked, on a monthly basis, the amount of commission revenue the firm earned (minus 

the share paid out to Peraza Capital) versus its expenses. These reports demonstrated that in certain 

months, Angel Oak Capital Partners earned a profit from its trading activities. 

Angel Oak Capital Partners Generated Substantial Revenue from its Trading Activities

23. Angel Oak Capital Partners employees who were registered representatives of 

Peraza Capital brokered trades in fixed income securities and structured products, including 

mortgage-backed securities. Between March 2010 and October 2014, Angel Oak Capital Partners

employees who were registered representatives of Peraza Capital entered into more than 900

trades.

24. The commissions generated by such trading activities were distributed as follows:

• Pursuant to the IC Agreements, Peraza Capital retained 15% of all commission 

revenue generated by the trading activities conducted by Angel Oak Capital

Partners employees registered with Peraza Capital.

4 Because the relevant trades 

were cleared through Peraza Capital’s clearing firm, Peraza Capital deducted its 

15% share, on a monthly basis, before paying out the remaining balance. 

 4 From approximately April 2011 to July 2012, Peraza Capital’s shareof the revenue was 10%. It went to 

20% from approximately September to October 2011. For most of the relevant time period, Peraza Capital’s share 

was 15%.
6

• After retaining its 15% share, Peraza Capital transmitted the balance to the 

account of a registered representative of Peraza Capital. During most of the 

relevant period, this person was Wells. 

• Wells, who engaged in securities trading activities, withheld his share of the 

commission revenue for any trades he handled. He then paid out the 

commission revenue to other Angel Oak Capital Partners’ employees registered 

with Peraza Capital as compensation for their trading activities. 

• Wells typically paid out the remaining balance of the commission revenue 

directly to Angel Oak Capital Partners. Wells frequently paid the remainder 

without regard to the amount of any expenses incurred by Angel Oak Capital 

Partners in support of the trading activities. Neither Wells nor Peraza Capital 

entered into an expense-sharing agreement with Angel Oak Capital Partners

until January 2014.

25. During the relevant time period, Angel Oak Capital Partners received 

approximately $3,054,288 in commissions as a result of its arrangement with Peraza Capital. 

Peraza Capital, in turn, received commissions as a result of the arrangement.

Angel Oak Capital Partners Operated a Securities Business

26. Angel Oak Capital Partners and its owners, who were not registered as brokerdealers or associated with a registered broker-dealer, controlled certain of the operations of the 

securities business engaged in by its employees, including by hiring new employees to engage in 

securities trading and who became registered representatives of Peraza Capital, determining 

compensation (including transaction-based compensation), and participating in relevant 

discussions as to how to operate the securities business. 

27. Angel Oak Capital Partners marketed itself to prospective customers as providing 

broker-dealer services, without always disclosing its relationship with Peraza Capital. Angel Oak 

Capital Partners further prepared marketing materials for distribution to prospective customers that 

described the firm. One such document sent to a potential bank customer described the “Angel 

Oak Family of Companies” to include a “Full-Service Fixed Income Broker-Dealer.” Moreover, 

trade confirmations provided to customers routinely indicated that it was “Angel Oak” that was 

involved in the transaction.

28. Angel Oak Capital Partners made all relevant decisions relating to the staffing of 

the securities business. For instance, when the firm commenced trading activities in March 2010, 

the firm had approximately six employees who were engaged in trading-related activities, 

including the regular solicitation of customers. The firm eventually hired additional staff to expand 

its securities business. These employees received offer letters from Angel Oak Capital Partners. 

Angel Oak Capital Partners also determined how much compensation the new hires would receive, 

including by setting their draws or salary, trading commission percentage and the amount of any 

performance bonus to which they would be entitled.
7

29. Angel Oak Capital Partners further held regular internal meetings to discuss the 

various Angel Oak business lines. These meetings included updates regarding the broker-dealer 

business, such as the number of trades conducted, new accounts opened, and information regarding 

prospective customers. In such communications, Angel Oak Capital Partners identified its trading 

activities as part of the firm’s securities business and considered opportunities to expand the 

business. 

Prabhu Caused Angel Oak Capital Partners to Violate Section 15(a) of the Exchange Act

30. Prabhu participated in the management of the securities business in the Atlanta 

office, and exercised a degree of control over those employees who engaged in securities trading as 

registered representatives of Peraza Capital. Prabhu did so, even though for most of the relevant 

time period he was not registered as a licensed securities representative or principal.

31. Prabhu participated in deciding how to structure Angel Oak Capital Partners’

securities business, including the initial decision to establish a relationship with Peraza Capital.

Prabhu, along with the firm’s other owners, wanted to conduct a securities business through Angel 

Oak Capital Partners but were concerned about the cost of registering a broker-dealer. Prabhu 

therefore wanted to determine whether the firm could profitably conduct a securities business 

before deciding whether to register as a broker-dealer. Prabhu led negotiations with Peraza Capital

to set up the relationship, which culminated in the signing of the initial IC Agreement in October 

2009, and further negotiated with Peraza Capital the percentage fee arrangement.

32. Prabhu further participated in the affairs of the securities business in the Atlanta 

office. For instance, Prabhu was involved in determining compensation, including performance 

bonuses, for some employees of Angel Oak Capital Partners who were registered representatives 

of Peraza Capital. He further provided input into the amount of compensation some new hires of 

the firm were to receive. On several occasions, Prabhu was asked to address personnel problems 

and other internal issues that arose in the course of operating the securities business. Prabhu also 

received regular updates about the marketing and trading activities of employees of Angel Oak 

Capital Partners who were registered representatives of Peraza Capital. He further received regular 

updates regarding the profitability of the business. 

Wells and Peraza Capital Further Caused Angel Oak Capital Partners to Violate Section 

15(a) of the Exchange Act

33. Like Prabhu, Wells was involved in setting up the initial relationship between 

Angel Oak Capital Partners and Peraza Capital. At the time, Wells understood that Angel Oak 

Capital Partners could register as a broker-dealer, but the firm first wanted to determine whether it 

could operate a securities business profitably before deciding to register with the Commission. 

Wells was also involved in negotiating the percentage fee that Peraza Capital would retain in 

connection with the IC Agreements.

34. Once the initial IC Agreement was executed, Wells took the Series 24 exam and

acted as the branch supervisor of the Angel Oak Capital Partners’ employees who were registered 

representatives of Peraza Capital and who engaged in securities trading. Wells was responsible for 

entering all trades into the trading platform of Peraza Capital. Wells provided regular updates to, 
8

and took direction from, unregistered owners of Angel Oak Capital Partners regarding the 

operation of the securities business and its profitability.

35. For most of the relevant time period, Wells acted as the conduit for paying Angel 

Oak Capital Partners commission revenue generated by the trading activity of the Angel Oak 

Capital Partners’ employees who were registered representatives of Peraza Capital. After Peraza 

Capital retained its share of the commission revenue generated by the trading, Peraza Capital paid 

the balance to a personal bank account in the name of Wells. Wells then paid himself as well as the 

other Angel Oak Capital Partners’ employees who were registered representatives of Peraza Capital 

and engaged in securities trading. Wells then often paid the remaining balance directly to Angel 

Oak Capital Partners. 

36. Wells engaged in the foregoing conduct even though he knew Angel Oak Capital 

Partners was not registered as a broker-dealer and knew or should have known that the owners of

Angel Oak Capital Partners, who were not registered as broker-dealers or associated with a 

registered broker-dealer, were controlling the operation of the firm’s securities business.

37. Peraza Capital provided Angel Oak Capital Partners employees who were 

registered representatives of Peraza Capital access to its trading platform, through which trades 

were submitted for execution. Peraza Capital also provided access to its clearing firm arrangement 

as well as trade support services. Peraza Capital employees interacted with the clearing firm on 

behalf of Angel Oak Capital Partners. Peraza Capital also allowed employees of Angel Oak Capital 

Partners to register with Peraza as licensed securities representatives. Peraza Capital facilitated 

Angel Oak Capital Partners’ ability to operate as an unregistered broker-dealer by providing these 

services when it knew or should have known that the owners of AOCP, who were not all registered 

as broker-dealers or associated with a registered broker-dealer, were controlling the securities 

activities of the employees involved in the securities business.

38. Peraza Capital also facilitated the payment arrangement by which Angel Oak 

Capital Partners indirectly received transaction-based compensation through Wells. As discussed 

above, Wells, as a licensed supervisor for Peraza Capital, received from Peraza Capital transactionbased compensation, which he then transmitted to Angel Oak Capital Partners periodically, 

typically on a monthly basis.

D. Violations

39. As a result of the conduct described above, AOCP willfully violated Section 15(a) 

of the Exchange Act. 5

40. As a result of the conduct described above, Peraza Capital, Prabhu, and Wells

caused AOCP’s violation of Section 15(a) of the Exchange Act.6

 5 A willful violation of the securities laws means merely “‘that the person charged with the duty knows what he 

is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. 

Cir. 1949)). There is no requirement that the actor “‘also be aware that he is violating one of the Rules or Acts.’” Id. 

(quoting Gearhart & Otis, Inc. v. SEC, 348 F.2d 798, 803 (D.C. Cir. 1965)).
9

IV.

Pursuant to this Order, Peraza Capital agrees to additional proceedings in this proceeding to 

determine whether it is appropriate to order disgorgement, prejudgment interest and/or civil

penalties pursuant to Sections 21B and 21C of the Exchange Act, and if so, the amount of 

disgorgement and/or civil penalties. If disgorgement is ordered, Respondent Peraza Capital shall 

pay prejudgment interest thereon, calculated from October 1, 2014, based on the rate of interest 

used by the Internal Revenue Service for the underpayment of federal income tax as set forth in 26 

U.S.C. § 6621(a)(2). In connection with such additional proceedings, Peraza Capital agrees: (A) it 

will be precluded from arguing that it did not violate the federal securities laws described in this 

Order; (b) it may not challenge the validity of its Offer of Settlement and this Order; (c) solely for 

the purposes of such additional proceedings, the findings made in this Order shall be accepted as 

and deemed true by the hearing officer; and (d) the hearing officer may determine the issues raised 

in the additional proceedings on the basis of testimony, affidavits, declarations, excerpts of sworn 

deposition or investigative testimony, and documentary evidence.

V.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondents’ Offers, and to continue proceedings against Peraza Capital to determine 

whether it is appropriate to order disgorgement and/or civil penalties pursuant to Sections 21B and 

21C of the Exchange Act, and, if so, the amount(s) of the disgorgement and/or civil penalties, in 

accordance with Section IV above.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Angel Oak Capital Partners

cease and desist from committing or causing any violations and any future violations of Section 

15(a) of the Exchange Act.

B. Pursuant to Section 21C of the Exchange Act, Respondent Peraza Capital cease and desist 

from committing or causing any violations and any future violations of Section 15(a) of the 

Exchange Act.

C. Pursuant to Section 21C of the Exchange Act, Respondent Prabhu cease and desist from 

committing or causing any violations and any future violations of Section 15(a) of the Exchange 

Act.

D. Pursuant to Section 21C of the Exchange Act, Respondent Wells cease and desist from 

committing or causing any violations and any future violations of Section 15(a) of the Exchange 

Act.

 6 For “causing” liability, three elements must be established: (1) a primary violation, (2) an act or omission 

by the respondent that was a cause of the violation, and (3) the respondent knew, or should have known, that his 

conduct would contribute to the violation. Negligence is sufficient to establish liability for causing a primary 

violation that does not require proof of scienter.
10

E. Respondent Angel Oak Capital Partners be, and hereby is, censured pursuant to Section 

15(b)(6) of the Exchange Act.

F. Angel Oak Capital Partners shall pay disgorgement of $3,054,288, prejudgment interest of 

$237,082, and a civil money penalty of $375,000—for a total amount of $3,666,370—to the 

Securities and Exchange Commission for transfer to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3). If timely payment of disgorgement and 

prejudgment interest is not made, additional interest shall accrue pursuant to SEC Rule of Practice 

600. If timely payment is not made on the civil money penalty, additional interest shall accrue 

pursuant to 31 U.S.C. §3717. Payment shall be made in the following installments:

1. $1,833,185, within 10 days of entry of this Order;

2. $458,296.25, within 90 days of entry of this Order;

3. $458,296.25, within 180 days of entry of this Order;

4. $458,296.25, within 270 days of entry of this Order; and

5. $458,296.25, within 360 days of entry of this Order.

If any payment is not made by the date the payment is required by this Order, the entire 

outstanding balance of disgorgement, prejudgment interest, and civil penalties, plus any additional 

interest accrued pursuant to SEC Rule of Practice 600 or pursuant to 31 U.S.C. 3717, shall be due 

and payable immediately, without further application. 

G. Prabhu shall pay a civil money penalty of $40,000 to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 

Section 21F(g)(3). If timely payment is not made on the civil money penalty, additional interest 

shall accrue pursuant to 31 U.S.C. §3717. Payment shall be made in the following installments:

1. $20,000 within 10 days of entry of this Order;

2. $10,000, within 180 days of entry of this Order; and

3. $10,000, within 360 days of entry of this Order.

H. Wells shall pay a civil money penalty of $40,000 to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 

Section 21F(g)(3). If timely payment is not made on the civil money penalty, additional interest

shall accrue pursuant to 31 U.S.C. §3717. Payment shall be made in the following installments:

1. $20,000 within 10 days of entry of this Order;

2. $10,000, within 180 days of entry of this Order; and

3. $10,000, within 360 days of entry of this Order.

I. Payments by Respondents must be made in one of the following ways:

(1) Respondents may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;
11

(2) Respondents may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondents may pay by certified check, bank cashier’s check, or United States postal 

money order, made payable to the Securities and Exchange Commission and handdelivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying the 

Respondents in these proceedings, and the file number of these proceedings; a copy of the cover 

letter and check or money order must be sent to Gerald W. Hodgkins, Associate Director, Division 

of Enforcement, Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 

20549.

J. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondents agree that in any Related Investor 

Action, they shall not argue that they are entitled to, nor shall they benefit by, offset or reduction of 

any award of compensatory damages by the amount of any part of Respondents’ payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondents agree that they shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Respondents by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

VI.

IT IS FURTHER ORDERED that a public hearing for the purpose of taking evidence on

the questions set forth in Section IV hereof shall be convened not earlier than sixty (60) days

and not later than ninety (90) days from service of this Order at a time and place to be fixed, and

before an Administrative Law Judge to be designated by further order as provided by Rule 110

of the Commission’s Rules of Practice, 17 C.F.R. § 201.110.

If Peraza Capital fails to appear at a hearing after being duly notified, Peraza Capital may be 

deemed in default and the proceedings may be determined against it upon consideration of this 

Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 221(f) and 

310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.221(f) and 201.310.
12

This Order shall be served forthwith upon Peraza Capital as provided for in the 

Commission’s Rules of Practice. 

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law Judge shall issue an initial 

decision no later than 120 days from the occurrence of one of the following events: (A) The 

completion of post-hearing briefing in a proceeding where the hearing has been completed; (B) 

Where the hearing officer has determined that no hearing is necessary, upon completion of 

briefing on a motion pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. 

§ 201.250; or (C) The determination by the hearing officer that a party is deemed to be in default 

under Rule 155 of the Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is 

necessary. 

In the absence of an appropriate waiver, no officer or employee of the Commission engaged 

in the performance of investigative or prosecuting functions in this or any factually related 

proceeding will be permitted to participate or advise in the decision of this matter, except as witness 

or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule making” within 

the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the 

provisions of Section 553 delaying the effective date of any final Commission action.

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 findings in this Order are true and admitted by 

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

amounts due by Respondents under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondents 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). 

By the Commission.

Brent J. Fields

Secretary