UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99659 / March 4, 2024

INVESTMENT ADVISERS ACT OF 1940

Release No. 6565 / March 4, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21883

In the Matter of

LOUIS PETER GOFF, 

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE PROCEEDINGS 

PURSUANT TO SECTION 15(b) OF THE 

SECURITIES EXCHANGE ACT OF 1934

AND SECTION 203(f) OF THE

INVESTMENT ADVISERS ACT OF 1940,

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

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

public interest that public administrative proceedings be, and hereby are, instituted pursuant to 

Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Section 203(f) of the 

Investment Advisers Act of 1940 (“Advisers Act”) against Louis Peter Goff (“Goff” or 

“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) 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 him and the subject matter of these 

proceedings and the findings contained in paragraph III.2 below, which are admitted, Respondent 

consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) 

of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, 

Making Findings and Imposing Remedial Sanctions (“Order”), as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. Goff was a principal and founder of Edger Solutions, LLC (“Edger”) and Edger 

Solutions Management, LLC (“Edger Management”), the manager of Edger. Goff functioned as 

Edger’s administrator and compliance officer, and held Series 7 and 63 securities licenses. During 

the relevant time of the conduct, Goff was associated with a firm that is dually registered with the 

Commission as a broker-dealer and investmend adviser. Goff, 46 years old, is a resident of Layton, 

Utah. 

2. On January 11, 2024, a final judgment was entered by consent against Goff, 

permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 

(“Securities Act”), and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil 

action entitled Securities and Exchange Commission v. Goff, et al., Civil Action Number 2:23-cv00663-DAK, in the United States District Court, District of Utah, Central Division. 

3. The Commission’s complaint alleged that from at least October 2019, in connection 

with the sale of Edger investment contracts for a foreign currency trading program, Goff made 

false statements about investors’ account values; profitability of their Edger accounts; current and 

historical account returns; Goff’s experience and qualifications; and his personal management of 

over $750 million in client funds. The complaint also alleged that Goff failed to disclose to 

investors in Edger that their funds were transferred to bank and foreign currency trading accounts 

controlled by Phoenix Outsourced Development, LLC, which was operated by a securities law 

recidivist. The complaint alleged Goff reviewed and approved Edger’s Private Placement 

Memorandum, and monthly performance reports for investors, both of which contained material 

misrepresentations and omissions. Finally, the Commission’s complaint alleges that Goff failed to 

disclose to investors in Edger that all trading on behalf of Edger was done by a securities fraud 

recidivist and convicted felon. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Goff’s Offer.

Accordingly, it is hereby ORDERED, pursuant to Section 15(b)(6) of the Exchange Act

and Section 203(f) of the Advisers Act, that Respondent Goff be, and hereby is barred from 

association with any broker, dealer, investment adviser, municipal securities dealer, municipal 

advisor, transfer agent, or nationally recognized statistical rating organization; and

 Pursuant to Section 15(b)(6) of the Exchange Act Respondent Goff be, and hereby is 

barred from participating in any offering of a penny stock, including: acting as a promoter, finder, 

consultant, agent or other person who engages in activities with a broker, dealer or issuer for 

purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the 

purchase or sale of any penny stock. 
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Any reapplication for association by the Respondent will be subject to the applicable laws 

and regulations governing the reentry process, and reentry may be conditioned upon a number of 

factors, including, but not limited to, compliance with the Commission’s order and payment of any 

or all of the following: (a) any disgorgement or civil penalties ordered by a Court against the 

Respondent in any action brought by the Commission; (b) any disgorgement amounts ordered 

against the Respondent for which the Commission waived payment; (c) any arbitration award

related to the conduct that served as the basis for the Commission order; (d) any self-regulatory 

organization arbitration award to a customer, whether or not related to the conduct that served as 

the basis for the Commission order; and (e) any restitution order by a self-regulatory organization, 

whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.

Vanessa A. Countryman

Secretary