UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

CASE NO. 22-81115-CIV-CANNON/Reinhart

U.S. SECURITIES AND 

EXCHANGE COMMISSION,

Plaintiff,

v. 

ALAN Z. APPELBAUM, 

Defendant.

__________________________________/ 

ORDER GRANTING MOTION TO APPROVE CONSENT JUDGMENT 

[ECF No. 44] AND ENTERING FINAL JUDGMENT

THIS CAUSE comes before the Court upon the Joint Motion for Entry of Final Judgment

(the “Motion”), filed on October 16, 2023 [ECF No. 44]. The Court has carefully considered the 

Motion and the full record, including the signed Consent of Defendant Alan Appelbaum [ECF No. 

44-2]. For the reasons set forth below, the Motion [ECF No. 44] is GRANTED, and Final 

Judgment is entered as follows. 

*** 

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

Z. Appelbaum (“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 except as otherwise provided herein in paragraph VII); waived findings of fact and conclusions 

of law; and waived any right to appeal from this Final Judgment: 

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I.

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:

(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) transacting in any security on behalf of any investor or potential 

investor without having the authority to do so, or (ii) creating a false appearance or otherwise 

deceiving any person, or 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 strategy or investment in securities, 

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

(C) the use of investor funds, 

(D) compensation to any person, 

(E) Defendant’s qualifications to advise investors; or 

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(F) 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).

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

by, directly or indirectly, (i) transacting in any security on behalf of any investor or potential 

investor without having the authority to do so, or (ii) creating a false appearance or otherwise 

deceiving any person, or disseminating false or misleading documents, materials, or information, 

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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 strategy or investment in securities, 

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

(C) the use of investor funds, 

(D) compensation to any person, 

(E) Defendant’s qualifications to advise investors; or 

(F) 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).

III.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant is liable for disgorgement of $42,000.00, representing net profits gained as a result of 

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

$5,500.00, and a civil penalty in the amount of $50,000.00 pursuant to Section 20(d) of the 

Securities Act of 1933 [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Securities Exchange Act 

of 1934 [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this obligation by paying $97,500.00 to 

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

in paragraph IV below after entry of this Final Judgment.

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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; Alan Z. Appelbaum 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 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. 

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders issued 

in this action. Defendant shall pay post judgment interest on any amounts due after 30 days of 

the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall hold the 

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funds, together with any interest and income earned thereon (collectively, the “Fund”), pending 

further order of the Court. 

The Commission may propose a plan to distribute the Fund subject to the Court’s approval. 

Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund provisions of 

Section 308(a) of the Sarbanes-Oxley Act of 2002. For a period not to exceed 18 months from 

the date of this Order, the Court shall retain jurisdiction over the administration of any 

distribution of the Fund and the Fund may only be disbursed pursuant to an Order of the Court. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid 

as civil penalties pursuant to this Judgment 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, 

Defendant shall not, after offset or reduction of any award of compensatory damages in any 

Related Investor Action based on Defendant’s payment of disgorgement in this action, argue that 

he is entitled to, nor shall he further benefit by, offset or reduction of such compensatory damages 

award by the amount of any part of Defendant’s payment of a civil penalty in this action (“Penalty 

Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Defendant 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 United States Treasury or to 

a Fair Fund, as the Commission directs. 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 

Judgment. For purposes of this paragraph, a “Related Investor Action” means a private damages 

action brought against Defendant by or on behalf of one or more investors based on substantially 

the same facts as alleged in the Complaint in this action.

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IV.

Alan Z. Appelbaum shall pay the total of disgorgement, prejudgment interest, and penalty 

due of $97,500.00 according to the following schedule: (1) $50,000.00, within 30 days of entry of 

this Final Judgment; and (2) $47,500.00, within 365 days of entry of this Final Judgment. 

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 payment set 

forth herein, Alan Z. Appelbaum shall contact the staff of the Commission for the amount due for 

the final payment. 

 If Alan Z. Appelbaum fails to make any payment by the date agreed and/or in the 

amount agreed according to the schedule set forth above, 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. 

V.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that within 30 days of 

entry of this Final Judgment, the law firm of Boies Schiller Flexner LLP (“Boies Schiller”) shall 

transfer the entire balance of any and all moneys received from Defendant Alan Z. Appelbaum, or 

held for the benefit of Defendant Alan Z. Appelbaum, to the Commission. Boies Schiller 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. Boies 

Schiller also may transfer these funds by certified check, bank cashier’s check, or United States 

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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; and specifying that payment is made pursuant to this Final Judgment.

VI.

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. 

VII.

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 

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)(19) 

of the Bankruptcy Code, 11 U.S.C. § 523(a)(19); however, this paragraph is explicitly limited to 

preventing discharge in bankruptcy of the obligations owed by Defendant to the Commission under 

the terms of this Consent and Final Judgment and in no way prevents Defendant from defending 

himself in other actions or claims by a non-Commission creditor in a bankruptcy proceeding.

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VIII.

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 for 

18 months after the date of entry of this Final Judgment.

DONE AND ORDERED in Chambers at Fort Pierce, Florida, this 14th day of November

2023.

________________________________

AILEEN M. CANNON

UNITED STATES DISTRICT JUDGE

cc: counsel of record

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