UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 4800 / October 26, 2017

INVESTMENT COMPANY ACT OF 1940

Release No. 32883 / October 26, 2017

SECURITIES AND EXCHANGE ACT OF 1934

Release No. 81951 / October 26, 2017

ACCOUNTING AND AUDITING ENFORCEMENT 

Release No. 3904 / October 26, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-17740

In the Matter of

AUGUSTINE CAPITAL 

MANAGEMENT, LLC (F/K/A 

AUGUSTINE CAPITAL 

MANAGEMENT, INC.), JOHN T. 

PORTER, and THOMAS F. 

DUSZYNSKI, CPA,

 Respondents.

ORDER MAKING FINDINGS AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

PURSUANT TO SECTIONS 203(e), 203(f) 

AND 203(k) OF THE INVESTMENT 

ADVISERS ACT OF 1940, AND SECTION 

9(b) OF THE INVESTMENT COMPANY 

ACT OF 1940 AND INSTITUTING PUBLIC 

ADMINISTRATIVE PROCEEDINGS, AND 

IMPOSING SANCTIONS PURSUANT TO 

RULE 102(e) OF THE COMMISSION’S 

RULES OF PRACTICE AS TO THOMAS F. 

DUSZYNSKI, CPA

I.

On December 20, 2016, the Securities and Exchange Commission (“Commission”) 

instituted proceedings pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 

1940 (“Advisers Act”), and Section 9(b) of the Investment Company Act of 1940 (“Investment 

Company Act”) against Augustine Capital Management, LLC (f/k/a Augustine Capital 

Management, Inc.) (“ACM”); and pursuant to Sections 203(f) and 203(k) and Section 9(b) of the 

Investment Company Act against John T. Porter (“J. Porter”) and Thomas F. Duszynski, CPA 

(“Duszynski”) (collectively, ACM, J. Porter and Duszynski are referred to herein as the 

“Respondents”). Further, the Commission deems it appropriate and in the public interest that 
2

public administrative proceedings be, and hereby are, instituted against Duszynski pursuant to Rule 

102(e)(3)(i)(B) of the Commission’s Rules of Practice.1

II.

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 Making Findings and Imposing Remedial Sanctions And A Cease-And-Desist Order 

Pursuant To Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act, and Section 9(b) 

of the Investment Company Act (“Order”), and Instituting Public Administrative Proceedings, and 

Imposing Sanctions, Pursuant to Rule 102(e) of the Commission’s Rules of Practice as to Thomas 

F. Duszynski, CPA, as set forth below. 

III.

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

Summary

1. Respondents J. Porter and Duszynski, together with another individual, own 

Respondent Augustine Capital Management, LLC. ACM, in turn, acts as an investment adviser 

for Augustine Fund, L.P. (the “Fund”), a private fund. 

2. Respondents caused the Fund to engage in conflicted transactions without 

disclosure to, or the consent of, the Fund’s investors. Such consent was needed because the 

investment adviser had a conflict of interest and therefore could not give meaningful consent on 

behalf of the Fund. Respondents invested in and lent money to two entities in which the ACM 

owners had an interest. Respondents also lent an ACM owner, Duszynski, money to fund his 

investment in a business venture with other ACM owners. Duszynski defaulted on the loan. 

3. Respondents used nearly $950,000 in investor funds to pay for ACM’s expenses. 

These expenses, which under the investment documentation provided to investors were to be 

borne by ACM, included virtually all of ACM’s overhead expenses – including the salaries of 

ACM employees. J. Porter, Duszynski and certain of their family members paid approximately

 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, may, by order, 

temporarily suspend from appearing or practicing before it any attorney, accountant . . . who has been by name:

...

(B) . . . found by the Commission in any administrative proceeding to which he or she is a party to have violated 

(unless the violation was found not to have been willful) or aided and abetted the violation of any provision of the 

Federal securities laws or of the rules and regulations thereunder. 
3

$362,000 of these excess expenses. The other investors in the Fund paid approximately 

$585,000 of these excess expenses. Additionally, even though J. Porter and Duszynski were 

themselves investors in the Fund, they exempted themselves and certain of their relatives who 

were investors in the Fund from paying their pro rata shares of their salaries. 

4. The offering documentation ACM gave to investors provided that classes would 

be formed and that an investor’s holdings in the Fund would be based upon when the investor 

made an investment in the Fund. In practice, however, Respondents unilaterally determined 

which investments were allocated to which investors, and how much cash was allocated to each 

investor’s account. Respondents thereafter periodically reallocated various investors’ holdings. 

Respondents improperly kept investors in the dark about what investments were allocated to 

them, and why. 

5. Respondents provided investors with account statements that did not accurately 

reflect the value of certain underlying investments. Respondents privately concluded that one of 

the Fund’s investments had been rendered worthless. But the account statements for the quarter 

did not capture adverse developments that occurred during that timeframe. Instead, in the 

account statements Respondents valued the investment at what the Fund had originally paid for 

the investment before their determination the investment was worthless. 

Respondents

6. ACM is an Illinois limited liability company with its principal place of business in 

Chicago, Illinois. It is an unregistered investment adviser owned by J. Porter, Duszynski and 

another individual. It was formed in 1997 to act as the investment adviser for the Fund, and is the 

general partner of the Fund. J. Porter and Duszynski control ACM. 

7. J. Porter, 63 years old, is a resident of Chicago, Illinois and is a one-third owner of 

ACM. He serves as its chief executive and chairman. He formerly was a futures trader and 

member of the Chicago Board of Trade. J. Porter has never been registered with the Commission 

in any capacity. 

8. Duszynski, 62 years old, is a resident of Chicago, Illinois, and is a one-third owner 

of ACM, for which he served as the chief operating officer, secretary and director. Duszynski was 

a licensed CPA in Illinois but his status is currently inactive. Duszynski has never been registered 

with the Commission in any capacity.

Other Relevant Entity 

9. Augustine Fund, is an Illinois limited partnership formed in 1997. It operates as a 

private fund and it meets the definition of a Pooled Investment Vehicle under Section 206(4)-8(b) 

of the Advisers Act. At all relevant times, ACM managed the Fund. 
4

Background

10. In 1997, J. Porter, Duszynski and another individual formed ACM to serve as the 

investment adviser for a private fund they simultaneously launched, the Fund. ACM is the 

general partner of the Fund. J. Porter and Duszynski each hold a one-third ownership interest in 

ACM. J. Porter serves as ACM’s chief executive officer and chairman. Duszynski was its chief 

operating officer. J. Porter and Duszynski handle the Fund’s investment decisions and day-today operations. The Fund has operated continuously since 1997. 

11. Between 2012 and 2015, the Fund had between 35 and 40 limited partners. 

During that time the net asset value of the Fund as calculated by ACM ranged between 

approximately $9 million and $14 million. The Fund is governed by a limited partnership 

agreement, subscription agreement and private offering memorandum (“PPM”), as amended in 

1999, (collectively the “Offering Documents”). 

12. Since the early 2000s, the Fund has suffered a number of losses, and its 

investments have become increasingly illiquid. 

Respondents Caused the Fund to Engage in Conflicted Transactions

Without Disclosing the Conflict and Obtaining Consent. 

13. In late 2011 and January 2012, J. Porter and Duszynski caused the Fund to make 

investments totaling $500,000 in a new trading venture, FT Investing, LLC (“FT Investing”), in 

which they and the other ACM owner held a significant ownership interest. The Fund had no 

investor advisory committee or other independent entity or person that could effectively consent 

to conflicted transactions. ACM never disclosed to investors that the Fund had invested in the 

venture, or that J. Porter and Duszynski had a significant ownership interest in it. 

14. In December 2013, J. Porter and another ACM owner bought out the Fund’s 

interest in the venture for $400,000—causing investors to take a 20% loss on their investment. 

Respondents never apprised investors of this transaction, or of the conflict of interest inherent in 

the transaction. 

15. From 2012 through 2014, the Fund made a series of undocumented loans to FT 

Trading, LLC (“FT Trading”), a wholly owned subsidiary of FT Investing. The loans were made 

to cover FT Trading’s broker-dealer margin calls, which were wholly unrelated to the Fund. 

The Fund’s internal records show that the outstanding balance on these loans reached more than 

$600,000 at times. Respondents claimed the Fund received a five percent interest rate on these 

loans. No loan documents reflected any such arrangement.

16. Reasonable investors would have considered it important that the Fund’s monies 

were being used to make undocumented loans, without their consent, to cover the margin calls of 

an entity controlled by J. Porter and Duszynski. 
5

17. Duszynski, J. Porter, and others formed FT Investing in late 2011. In January 

2012, Duszynski, with J. Porter’s consent, took a $250,000 loan from the Fund to pay for his 

ownership interest in the venture. ACM treated this personal loan as one of the Fund’s 

“investments” and allocated it to a subset of investors in the Fund. Nothing in the Offering 

Documents permitted the Fund to use Fund assets for personal loans to the directors of ACM. 

Respondents never told investors about this purported investment, let alone procured the 

investors’ consent. 

18. Instead, ACM, J. Porter, and Duszynski actively concealed this loan from 

investors. In August 2014, three investors in the Fund requested a description of the investments 

they held as well as their value. Before they provided any information to the investors, 

Respondents struggled with how to describe the loan. An email written by J. Porter stated: “We 

need to discuss how to present the loan to Tom.” In another email, he suggested: “We may want 

to make the loan to our co investor . . . due at the end of this year? That way [an Investor] will 

know the money is coming and will be less inclined to ask questions. Also, a co investors name 

should be kept private?” In response, Duszynski wrote: “As for [the loan to Duszynski], I’m not 

comfortable calling it something else. If we deceive them it could come back and bite us . . . . 

Maybe we reallocate some other stuff to the . . . just a thought.” J. Porter had another idea: “Can 

we call it a loan to something not using your name?”

19. J. Porter prevailed, and Respondents ultimately agreed on the following verbiage, 

which was provided to the three investors in August 2014:

Augustine Fund formerly held an investment in FT Investing, LLC. This 

investment was liquidated in December 2013. When the original investment was 

made, the Fund also made an interest-bearing loan to one of its co-investors in FT 

Investing. This loan is on track to be fully repaid on its maturity date in 

December 2014. 

 

20. This description was misleading because it did not reflect the conflicted nature of 

the loan – that is, that the loan was made to Duszynski, a director of ACM. Additionally, it 

misrepresented the loan’s repayment status, since by then Duszynski had not begun repaying the 

loan. 

21. Duszynski defaulted on the loan, which was to be repaid on January 3, 2015. Ten 

days later, he made one payment of $163,233 on the loan. The remaining balance and interest 

were not paid until February 13, 2017. 

22. Reasonable investors would have considered it important both that the Fund’s 

monies were used to make a substantial personal loan to a director of the general partner without 

the investors’ consent, and that the director defaulted on the loan. 
6

Respondents Improperly Charged Investors for ACM’s Expenses. 

23. The Offering Documents entitle ACM to a management fee of one percent per 

annum of the partnership’s net asset value. The management fee is intended to compensate 

ACM for its “overhead and expenses in managing the Partnership.” The PPM allows ACM to 

charge the Fund for “operating expenses” incurred by the Fund, a term defined by the PPM to 

include communication costs, brokerage commissions, legal, accounting, and auditing fees. The 

Offering Documents do not contemplate the Fund paying ACM’s salaries, healthcare, rent, or 

other ACM expenses. 

24. ACM nonetheless charged the Fund for all of ACM’s expenses. Between 2012 

through 2015, ACM totaled all of its expenses on a quarterly basis and deducted them as 

“operating expenses” from the investors’ cash accounts in the Fund. Certain of these expenses 

were unauthorized and exceeded the one percent management fee that the Offering Documents 

authorized ACM to receive from the Fund.

25. ACM’s purported “operating expenses” collected from the Fund included the 

salaries of Duszynski and two ACM employees: J. Porter’s son and an administrative assistant. 

Additionally, Respondents made the Fund pay rent for ACM’s office space and healthcare costs 

for J. Porter, Duszynski, the other ACM owner, J. Porter’s son and ACM’s administrative 

assistant. 

26. The Fund also made transfers to J. Porter totaling more than $373,000 even 

though he was not owed these amounts as either salary or a profit distribution and he did not 

have sufficient available cash in his account in the Fund to cover these withdrawals. 

27. J. Porter and Duszynski chose not to allocate any portion of their salary expenses 

to themselves as limited partners or certain of their relatives who were investors in the Fund. 

Thus, the remaining Fund investors paid more than a pro rata share of J. Porter’s and 

Duszynski’s salaries. 

28. In 2003, certain investors approved a salary not to exceed $175,000 per year for 

J. Porter. The investors never agreed to pay the salaries of the other ACM employees.

29. Respondents failed to exercise reasonable care by overcharging the Fund by 

nearly $950,000 in expenses. 

Respondents Concealed Losses and Bankruptcies from Investors.

30. Respondents provided investors with account statements on a quarterly basis and 

gave summaries to certain investors in the relevant period. The quarterly statements were titled 

“Partner’s Investment For The Calendar Quarter” and reflected the month and year of each 

statement. The quarterly statements included account values as of the date of the statement. The 

statements were misleading because they included values that were calculated by including the 

original cost of investments despite the fact that the Respondents had determined certain 

holdings were worthless and Respondents knew that certain fund holdings were in bankruptcy. 
7

31. Critically, that disclosure failed to incorporate Respondents’ revised valuation of 

certain investments as a result of bankruptcies that occurred during the period covered by the 

account statements. In May 2013, Respondents determined that one of the Fund’s investments 

was “worthless.” In September 2013, they decided that three other investments had no value. 

32. In some cases Respondents ultimately discounted the value of these investments 

in documents supplied to investors. But they waited more than a year after first determining the 

investments were worthless or were in bankruptcy before doing so. 

33. In May 2013, Duszynski emailed an investor about the Fund’s investment in 

Company A: “It appears that our remaining investment in [Company A] is worthless.” He 

copied J. Porter on the email. Four months later, in a letter to an investors’ wife, Duszynski 

similarly wrote: “[Company A] is a publicly traded company that has no value, and which we 

will be writing off this year.” 

34. Respondents did not write off Company A until the fourth quarter of 2014—more 

than a year and a half after they had independently concluded the investment was “worthless.” 

35. In September 2013, Respondents engaged in similar deception concerning three 

other investments. These were all investments in which Respondents had concluded that “any 

future recovery is doubtful,” and thus internally estimated their value at zero. But Respondents 

failed to account for such developments in the account statements they sent investors during the 

relevant period. Rather, in such statements to investors Respondents used the initial cost of the 

investments – which they called the “book value.”

36. As discussed in paragraphs 37 through 42 below, two companies in which 

Respondents invested on the investors’ behalf went bankrupt. In communications with investors 

and in account statements during that timeframe, Respondents misrepresented that these 

investments were worth what the Fund had initially paid for them years before the bankruptcies. 

37. In 1999, the Fund made an investment of approximately $1.67 million in 

Company B. Thereafter, the company struggled. In November 2001, Respondents forced the 

company into bankruptcy. As part of the Chapter 11 reorganization, ACM assumed ownership 

of the company and Respondents transformed it into a publicly traded shell company. The Fund 

thereafter invested an additional $1.53 million of Fund monies into the company, but to no avail. 

From 2004 through 2011, the company had no revenues, limited assets, and mounting liabilities. 

38. Only in February 2012 did Respondents first notify the Fund’s investors that 

Company B had been forced into bankruptcy more than a decade earlier. But even after that 

belated disclosure, Respondents then delayed writing off the Fund’s $3.2 million investment 

until the first quarter of 2014. 
8

39. Shortly after the Fund made a debt investment of $150,000 in Company C, its 

wholly owned subsidiary and sole asset filed for bankruptcy – in September 2013. Respondents 

knew about the bankruptcy no later than October 2013. But in ACM’s quarterly statements to 

investors, Respondents continued to carry Company C at the amount of the Fund’s original debt 

investment in the company. They did so for years. 

40. In August 2014, internal emails show that Respondents came close to disclosing 

the bankruptcy filing to three investors who had requested a summary of their holdings in the 

Fund. But they ultimately omitted this information in the summary sent to investors. Rather, as 

of 2015, in disclosures to the investors Respondents continued valuing Company C at the cost of 

the Fund’s original investment in the company before the bankruptcy. 

41. As a result, between the first quarter of 2012 and the fourth quarter of 2015 

Respondents gave investors quarterly account statements with inflated valuations that did not 

accurately reflect the value of the investments. 

42. Reasonable investors would have considered it important that two of the Fund’s 

holdings—including one that had previously made up more than 20% of the Fund’s Net Asset 

Value—were involved in bankruptcy proceedings, and that four other investments had no value. 

Reasonable investors would have also found it important that Respondents hid such information 

when Respondents supplied Fund investors with account statements that did not reflect the value 

of the investments in the wake of the bankruptcies and other events Respondents had determined 

impacted the value. 

Respondents Denied Investor Redemption Requests and 

Prevented Investor Exits from the Fund. 

43. The PPM states that limited partnership interests are sold in successive classes, 

each class invests in the same investment(s), and new investors in the Fund are put into a new 

class. The classes do not share in the same investments as previous classes. The PPM also states 

that profits and losses will be shared on a pro rata basis by class. 

44. In practice, however, that is not the way Respondents managed the Fund. Rather, 

Respondents never formed classes. During the relevant period, Respondents periodically 

transferred the investment holdings among and between the Fund’s investors, a process they 

referred to as “reallocation.” They did so without the investors’ knowledge or consent. 

45. In at least two instances, the reallocations prevented investors who sought to exit 

the Fund from doing so. In 2008 an investor requested that the Fund stop using his funds to 

make new investments, and to pay him any available cash in his account. The Fund maintained a 

cash component allocated to each investor. J. Porter agreed to this request. Nonetheless, 

Respondents allocated at least three new investments to this investor in 2012. Doing so used

more than $80,000 of this investor’s available cash in the Fund at that time. The full amount of 

that cash was returned to the investor in November of 2016.
9

46. In October 2012, another investor made clear to J. Porter in an email that “getting 

cashed out now is my number 1 objective.” J. Porter promised to try to honor the investor’s 

request. He copied Duszynski on his response. Rather than doing so, however, less than two 

weeks after he received the email, J. Porter instead directed that another investor’s share of 

Duszynski’s loan and Company C – one of the bankrupt companies described above – be 

allocated to the requesting investor in exchange for the investor’s available cash. This 

reallocation prevented the investor from withdrawing all his available cash from the Fund at that 

time. That cash has since been returned to the investor. 

J. Porter and Duszynski Were Investment Advisers, Committed 

Violations and Aided and Abetted and Caused ACM’s Violations. 

47. At all times, J. Porter and Duszynski managed the Fund’s investments and made 

all final investment decisions for the Fund. They received salaries for advising the Fund during a 

portion of the relevant time.

48. J. Porter and Duszynski decided and directed that: (a) Fund monies were loaned to 

their private venture and to Duszynski; (b) the Fund invested in J. Porter and Duszynski’s private 

venture; (c) all of ACM’s expenses were charged to the Fund; (d) Company C and the Duszynski 

loan “investment” were allocated to an investor after he directed Respondents not to make any 

further investments on his behalf; (e) ACM not disclose Duszynski’s receipt of a personal loan 

from Fund assets; (f) ACM not disclose to investors that certain companies in which the Fund 

had invested were impacted by bankruptcy proceedings; (g) ACM continued to value 

investments at the original amount invested and delayed the write-off of other investments it had 

determined were worthless or were in bankruptcy; and (h) Fund holdings were allocated and 

reallocated in a manner inconsistent with the offering documents. 

49. ACM owed fiduciary duties to the Fund. As investment advisers and associated 

persons of the investment adviser for the Fund, J. Porter and Duszynski were also fiduciaries.

50. Respondents breached their fiduciary duties to the Fund when they caused the 

Fund to engage in the above described transactions with FT Investing and FT Trading and 

caused the Fund to make a personal loan to Duszynski. 

51. Respondents sent misleading account statements and other communications to 

Fund investors, and engaged in other acts, practices or courses of business that were fraudulent, 

deceptive, or manipulative by arbitrarily reallocating investment holdings within the Fund and 

not returning available cash to investors who sought to exit the Fund. 

Violations

52. As a result of the conduct described above, Respondents ACM, J. Porter and 

Duszynski willfully violated, Sections 206(1), 206(2), and 206(4) of the Advisers Act, and Rule 

206(4)-8(a) thereunder, which prohibit fraudulent conduct by an investment adviser. 
10

53. As a result of the conduct described above, Respondents J. Porter and Duszynski 

also willfully aided and abetted and caused ACM’s violations of Sections 206(1), 206(2), and 

206(4) of the Advisers Act and Rule 206(4)-8(a) thereunder.

Undertakings

54. Respondents ACM, J. Porter and Duszynski have each undertaken to:

a. provide a copy of this Order via mail, email, or hand delivery to each of the 

Augustine Fund’s limited partners within thirty (30) days of entry of this 

Order.

b. agree not to receive any portion of any monies distributed to limited 

partners of the Augustine Fund pursuant to this Order.

IV.

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

impose the sanctions agreed to in Respondent ACM’s, Respondent J. Porter’s and Respondent 

Duszynski’s Offers.

Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act and Section 9(b) 

of the Investment Company Act against ACM; and pursuant to Sections 203(f) and 203(k) and 

Section 9(b) of the Investment Company Act against J. Porter and Duszynski, and pursuant to Rule 

102(e)(3)(i)(B) of the Commission’s Rules of Practice against Duszynski, it is hereby ORDERED 

that:

A. Respondent ACM cease and desist from committing or causing any violations and 

any future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and 

Rule 206(4)-8 promulgated thereunder.

B. Respondent J. Porter cease and desist from committing or causing any violations and 

any future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and 

Rule 206(4)-8 promulgated thereunder.

C. Respondent Duszynski cease and desist from committing or causing any violations 

and any future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act 

and Rule 206(4)-8 promulgated thereunder. 

D. Respondent J. Porter 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;
11

prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter;

with the right to apply for reentry after three (3) years to the appropriate selfregulatory organization, or if there is none, to the Commission.

E. Respondent Duszynski 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;

prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter; 

with the right to apply for reentry after three (3) years to the appropriate selfregulatory organization, or if there is none, to the Commission.

F. Respondent Duszynski be, and hereby is, suspended from appearing and practicing 

before the Commission as an accountant.

G. Respondent ACM is censured. 

H. Any reapplication for association by J. Porter or Duszynski 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, the satisfaction 

of any or all of the following: (a) any disgorgement ordered against the 

Respondents, whether or not the Commission has fully or partially waived payment 

of such disgorgement; (b) any arbitration award related to the conduct that served as 

the basis for the Commission order; (c) 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 (d) any restitution order by a self-regulatory 

organization, whether or not related to the conduct that served as the basis for the 

Commission order.

I. Respondents ACM, J. Porter and Duszynski shall within thirty (30) days of the 

entry of this Order, pay disgorgement of $685,514.73, and prejudgment interest of 

$42,791.38, for which Respondents are jointly and severally liable, to the Securities 

and Exchange Commission. If timely payment is not made, additional interest shall 
12

accrue pursuant to SEC Rule of Practice 600, 17 C.F.R. § 201.600. Respondents 

shall also pay a civil money penalty as follows:

(i) Respondent ACM shall pay a civil money penalty in the amount of 

$150,000.00, consistent with the provisions of this Subsection I.

(ii) Respondent J. Porter shall pay a civil money penalty in the amount 

of $75,000.00, consistent with the provisions of this SubsectionI.

(iii) Respondent Duszynski shall pay a civil money penalty in the 

amount of $50,000.00 consistent with the provisions of this 

Subsection I.

If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. 

§ 3717.

Payment must be made in one of the following ways:

1. Respondent ACM may transmit payment electronically to the 

Commission, which will provide detailed ACH transfer/Fedwire 

instructions upon request;

2. Respondent ACM 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 j

3. Respondent ACM may pay by certified check, bank cashier’s 

check, or United States postal money order, made payable to the 

Securities and Exchange Commission and hand-delivered 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 Respondents ACM, J. Porter and Duszynski as

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 Robert J. Burson, Division of Enforcement, 

Securities and Exchange Commission, 175 W. Jackson Boulevard, 

Suite 1450, Chicago, IL 60604. 
13

J. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the disgorgement, prejudgment interest and penalties described 

in Paragraph I above for distribution to affected investors. No portion of the Fair 

Fund shall be paid to any affected investor account to which Respondents, or the 

wife of any Respondent, has a direct or indirect financial interest. 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 thirty (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 any Respondent 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.

V.

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 

Respondent J. Porter and Respondent Duszynski, and further, any debt for disgorgement, 

prejudgment interest, civil penalty or other amounts due by Respondent J. Porter and Respondent 

Duszynski 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 Respondent 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