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MONIQUE C. WINKLER (Cal. Bar No. 213031) 

JASON H. LEE (Cal. Bar No. 253140) leejh@sec.gov

JOHN K. HAN (Cal. Bar No. 208086) 

 hanjo@sec.gov 

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800 

San Francisco, CA 94104 

(415) 705-2500 

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v. 

JASON NIELSEN, 

Defendant. 

Case No. 5:20-CV-03788-EJD

[PROPOSED] FINAL JUDGMENT 

[PROPOSED] FINAL JUDGMENT

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

Nielsen (“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 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 

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 1 of 6
[PROPOSED] FINAL JUDGMENT 2 5:20-CV-03788

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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.

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.

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 

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 2 of 6
[PROPOSED] FINAL JUDGMENT 3 5:20-CV-03788

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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 9(a)(2) of the Exchange Act [15 U.S.C. § 

78i(a)(2)] by, directly or indirectly, by use of the mails or the means or instrumentality of interstate 

commerce, or of any facility of any national securities exchange, alone or with any other person,

effecting a series of transactions in any security registered on a national securities exchange, any 

security not so registered, or in connection with any security-based swap or security-based swap 

agreement with respect to such security creating actual or apparent active trading in such security, or 

raising or depressing the price of such security, for the purpose of inducing the purchase or sale of 

such security by others.

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 FURTHER ORDERED, ADJUDGED, AND DECREED that 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 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 under Section 20(g) of the Securities Act [15 U.S.C. § 

77t] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)];

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 3 of 6
[PROPOSED] FINAL JUDGMENT 4 5:20-CV-03788

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V.

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

disgorgement of $137,000 representing profits gained as a result of the conduct alleged in the 

Complaint, together with prejudgment interest thereon in the amount of $14,112 for a total of 

$151,112. Defendant’s $151,112 payment obligation shall be offset by the amount of the Order of 

Restitution in the amount of $1,197 entered in United States v. Jason Nielsen, U.S. District Court for 

the Northern District of California, Case No. 5:22-cr-00161-EJD [#32], leaving a balance due of 

$149,915. The Court finds that sending the disgorged funds to the United States Treasury, as ordered 

below, is consistent with equitable principles. Defendant shall satisfy this/these obligation(s) by 

paying $149,915 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 

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; Defendant’s name 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 send the funds paid pursuant to this 

Final Judgment to the United States Treasury. 

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 4 of 6
[PROPOSED] FINAL JUDGMENT 5 5:20-CV-03788

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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 the entry of 

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

VI.

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).

VII.

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.

VIII.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of Defendant 

to Entry of Final Judgment is incorporated herein with the same force and effect as if fully set forth 

herein.

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 5 of 6
[PROPOSED] FINAL JUDGMENT 6 5:20-CV-03788

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IX. 

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. 

IT IS SO ORDERED.

Dated: March 28, 2024 ____________________________________ 

THE HONORABLE EDWARD J. DAVILA

UNITED STATES DISTRICT JUDGE

Case 5:20-cv-03788-EJD Document 50 Filed 03/28/24 Page 6 of 6