UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

___________________________________________ 

) 

SECURITIES AND EXCHANGE COMMISSION, ) 

) 

Plaintiff, ) 

) 

v. ) Civil Action No. 1:23-cv-11050-MJJ

) 

GA INVESTORS, ) 

) 

Defendant. ) 

___________________________________________ ) 

FINAL JUDGMENT

WHEREAS, on May 11, 2023, the Commission filed its Complaint against Defendant 

GA Investors alleging that GA Investors engaged in a fraudulent scheme to solicit investors by 

falsely impersonating legitimate companies and/or falsely promising exorbitant returns for 

investments in various securities offerings (Doc No. 1). 

WHEREAS, on May 12, 2023, the Commission served GA Investors by email, as 

authorized by this Court (Doc No. 6 at ¶IX; Doc No. 7). 

WHEREAS, pursuant to Federal Rules of Civil Procedure 4 and 12(a), the deadline for 

GA Investors to answer or otherwise respond to the Complaint was June 1, 2023. 

WHEREAS, on February 2, 2014, the Commission moved to default GA Investors 

based on its failure to appear in this litigation or answer the Commission’s Complaint (Doc No. 

37).

WHEREAS, in accordance with Fed. R. Civ. P. 55, the Clerk of Court entered default on 

February 9, 2024 (Doc No. 39).

WHEREAS, the Court accepts as true the factual allegations of the Complaint against 

GA Investors, who has defaulted, and finds that: 

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NOW THEREFORE, BASED ON THE FOREGOING:

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 

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

1. The Court has jurisdiction over this action under Sections 20(d) and 22(a) of the

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(d), 77v(a)] and Sections 21(d), 

21(e), and 27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 

78u(e), 78aa]. 

2. Defendant GA Investors employed the means or instrumentalities of interstate

commerce or the mails to engage in the conduct alleged in the Complaint. 

WHEREAS, the Commission has applied, under Federal Rule of Civil Procedure

55(b)(2), for the entry of this Final Judgment based on Defendant GA Investors’ failure to 

answer or otherwise respond to the Commission’s Complaint, and the Court having considered 

the prima facie case for relief shown by the Commission’s Complaint, the memorandum of law 

in support of the Commission’s Motion for Default Judgment, and the supporting declaration of 

John McCann, which showing has not been rebutted by Defendant GA Investors. 

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(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 [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.

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 

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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 FURTHER ORDERED, ADJUDGED, AND DECREED that pursuant to Sections 

21(d)(1) and 21(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], and Section 20(b) 

of the Securities Act [15 U.S.C. § 77t(b)], Defendant is permanently restrained and enjoined 

from, directly or indirectly, including, but not limited to, through any entity owned or controlled 

by Defendant, participating in the purchase, offer or sale of any security to investors or potential 

investors, provided, however, that such injunction shall not prevent Defendant from purchasing 

or selling securities listed on a national securities exchange for its own personal account. 

IV.

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

for disgorgement of $70,058, representing net profits gained as a result of the conduct alleged in 

the Complaint, together with prejudgment interest thereon in the amount of $5,740. The Court 

further imposes a civil penalty in the amount of $1,116,140 pursuant to Section 20(d) of the 

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

§ 78u(d)(3)]. Defendant shall satisfy these obligations by paying $1,191,938 to the Securities

and Exchange Commission within 30 days 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 

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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; GA Investors 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 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. The Court shall retain 

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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 it is entitled to, nor shall it 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. 

V.

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 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 

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Dated: ______________, 2024 

____________________________________ 

UNITED STATES DISTRICT JUDGE 

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). 

VI.

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. 

April 1

/s/ Myong J. Joun

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