Case 1:21-cv-11276-WGY Document 404 Filed 10/10/23 Page 1 of 9

UNITED STATES DISTRICT COURT 

DISTRICT OF MASSACHUSETTS 

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff, 

v. 

FREDERICK L. SHARP, ZHIYING 

YVONNE GASARCH, COURTNEY 

KELLN, MIKE K. VELDHUIS, PAUL 

SEXTON, JACKSON T. FRIESEN, 

WILLIAM T. KAITZ, A VT AR S. 

DIDLLON, and GRAHAM R. TAYLOR, 

Defendants. 

Civil Action No. 21-CV-11276 (WGY) 

FINAL JUDGMENT AS TO DEFENDANT A VTAR S. DHILLON 

The Securities and Exchange Commission having filed a Complaint and Defendant A vtar 

S. Dhillon ("Dhillon" 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 l0(b) of the 

Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. § 78j(b)] and Rule lOb-5 

promulgated thereunder [17 C.F.R. § 240.l0b-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; 
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(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 

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. 

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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. 

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 

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 

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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 13(d) of the Exchange Act [15 

U.S.C. §78m(d)] and Rule 13d-2 promulgated thereunder [17 C.F.R. §240.13d-2] by, directly or 

indirectly, failing to file statements with the Commission containing the information required by 

Schedule 13D [17 C.F.R. §240.13d-101], within 10 days after acquiring directly or indirectly the 

beneficial ownership of more than five percent of any equity security of a class of securities 

which is specified in Exchange Act Rule 13d-l(i) [17 C.F.R. § 240.13d-l(i)] .. 

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, s~rvants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

V. 

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

permanently restrained and enjoined from violating Section 16(a) of the Exchange Act [15 U.S.C. 

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§78p(a)] and Rule 16a-3 promulgated thereunder [17 C.F.R. §240.16a-3] by, directly or indirectly, 

failing to file forms or statements with the Commission containing the information required by 

Rule 16a-3, while being a director, officer, or beneficial owner of more than ten percent of any 

class of equity security (other than an exempted security) registered_ under Section 12 of the 

Exchange Act [15 U.S.C. § 781]. 

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. 

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]. 

VII. 

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

is liable for disgorgement of $9,143,548, representing net profits gained as a result of the conduct 

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

$1,303,236, for a total of $10,446,784. This sum shall be offset by $1,493,500 that Defendant 

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has agreed to pay to the U.S. Attorney's Office for the District of Massachusetts in U.S. v. 

Dhillon, No. 22-cr-10265 (D. Mass.), but if that agreement is vacated or rescinded, this sum shall 

be paid to the Commission. Defendant shall satisfy this obligation by paying $8,953,284 to the 

Securities and Exchange Commission pursuant to the terms of the payment schedule set forth in 

paragraph VIII below after entry of this Final Judgment. 

Defendant 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. Defendant may also pay 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; Dhillon as a defendant in this action; and specifying that payment is made pursuant to 

this Final Judgment. 

Defendant shall simultaneously transmit photocopies of evidence of payment and case 

identifying information to the Commission's counsel in this action. By making this payment, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant. 

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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The Commission may enforce the Court's judgment for disgorgement and prejudgment 

interest by using all collection procedures authorized by law, including, but not limited to, 

moving for civil contempt at any time after 30 days following entry of this Final Judgment. 

Defendant shall pay post judgment interest on any amounts due after 30 days of entry of this 

Final Judgment pursuant to 28 U .S.C. § 1961. 

VIII. 

Provided the offset set forth in paragraph VII for the related criminal action is not vacated 

or rescinded, Dhillon shall pay the total of disgorgement, and prejudgment interest due of 

$8,953,284 to the Commission according to the following schedule: (1) $100,000 within 90 days 

of entry of this Final Judgment; and (2) the remaining balance within 730 days of the entry of 

this Final Judgment. Defendant shall pay the remaining balance, in whole or in part, by effecting 

the sale of certain real estate located in California that he owns through various entities, or by 

otherwise paying the amount due. Promptly after the entry of this Final Judgment, Defendant 

will make reasonably diligent efforts to sell these properties, including by marketing them for 

sale on commercially reasonable timing and terms through a registered real estate broker. Prior 

to the closing of the sale of any of the properties, Dhillon will provide the Conmission with all 

requested information pertaining to the sale, including all of its relevant terms. The Commission 

shall secure its interests in the real properties by the filing and recording of liens on the 

properties which it will release provided the sale( s) of the properties are commercially 

reasonable. 

Payments shall be deemed made on the date they are received by the Commission and 

shall be applied first to post judgment interest, which accrues pursuant to 28 U.S.C. § 1961 on 

any unpaid amounts due after 30 days of the entry of Final Judgment. Prior to making the final 

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... 

payment set forth herein, Dhillon shall contact the staff of the Commission for the amount due 

for the final payment. 

If Dhillon fails to make any payment when due as set forth herein, all outstanding 

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

made, shall become due and payable immediately at the discretion of the staff of the Commission 

without further application to the Court. 

IX. 

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

Defendant's cooperation in a Commission investigation and/or related enforcement action, the 

Court is not ordering Defendant to pay a civil penalty. If at any time following the entry of the 

Final Judgment the Commission obtains information indicating that Defendant knowingly 

provided materially false or misleading information or materials to the Commission or in a 

related proceeding, the Commission may, at its sole discretion and without prior notice to the 

Defendant, petition the Court for an order requiring Defendant to pay a civil penalty. In 

connection with any such petition and at any hearing held on such a motion: (a) Defendant will 

be precluded from arguing that he did not violate the federal securities laws as alleged in the 

Complaint; (b) Defendant may not challenge the validity of the Judgment, this Consent, or any 

related Undertakings; ( c) the allegations of the Complaint, solely for the purposes of such 

motion, shall be accepted as and deemed true by the Court; and ( d) the Court may determine the 

issues raised in the motion on the basis of affidavits, declarations, excerpts of sworn deposition 

or investigative testimony, and documentary evidence without regard to the standards for 

summary judgment contained in Rule 56(c) of the Federal Rules of Civil Procedure. Under these 

circumstances, the parties may take discovery, including discovery from appropriate non-parties. 

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r 

X. 

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. 

XI. 

IT IS HEREBY 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 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(l9) of the Bankruptcy Code, 11 U.S.C. §523(a)(l9). 

XII. 

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. 

XIII. 

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. 

Dated: ~~Id, 2,o,~-:f 

UNITED STAT' 

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