UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99885 / April 2, 2024

Admin. Proc. File No. 3-21726

In the Matter of

BRIAN BARTLETT AMOAH and ELBERT “AL” 

ELLIOTT

ORDER TO SHOW CAUSE

On September 26, 2023, the Securities and Exchange Commission issued an order 

instituting proceedings (“OIP”) against Brian Bartlett Amoah and Elbert “Al” Elliott 

(“Respondents”) pursuant to Section 15(b) of the Securities Exchange Act of 1934.

1

 On January 

3, 2024, the Division of Enforcement filed a process server’s Return of Service, establishing that 

service of the OIP was made on Amoah on December 9, 2023, pursuant to Commission Rule of 

Practice 141(a)(2)(i).2 The Division has not filed any documents establishing that service of the 

OIP has been made on Elliott.3

As stated in the OIP, Amoah’s answer was required to be filed within 20 days of service 

of the OIP.4 As of the date of this order, Amoah has not filed an answer. Under the 

circumstances, it appears appropriate to require Amoah, but not Elliott, to show cause why he 

should not now be found in default. The prehearing conference and the hearing are thus 

continued indefinitely as to only Amoah.

Accordingly, Amoah is ORDERED to SHOW CAUSE by April 16, 2024, why he should 

not be deemed to be in default and why this proceeding should not be determined against him 

1 Brian Bartlett Amoah, Exchange Act Release No. 98526, 2023 WL 6290961 (Sept. 26, 

2023). 

2

17 C.F.R. § 201.141(a)(2)(i).

3

In accordance with an earlier order, the Division is directed to continue to file status 

reports every 42 days regarding its efforts to effect service on Elliott. See Brian Bartlett Amoah, 

Exchange Act Release No. 99015 (Nov. 22, 2023), 

https://www.sec.gov/files/litigation/opinions/2023/34-99015.pdf.

4 Amoah, 2023 WL 6290961, at *5; Rules of Practice 151(a), 160(b), 220(b), 17 C.F.R. 

§§ 201.151(a), .160(b), .220(b).
2

due to his failure to file an answer and to otherwise defend this proceeding. Amoah’s 

submission shall address the reasons for his failure to timely file an answer and include a 

proposed answer to be accepted in the event that the Commission does not enter a default against 

him.

When a party defaults, the allegations in the OIP will be deemed to be true and the 

Commission may determine the proceeding against that party upon consideration of the record 

without holding a public hearing.5 The OIP informed Amoah that a failure to file an answer 

could result in his being deemed in default and the proceeding being determined against him.6

If Amoah files a response to this order to show cause, the Division may file a reply within 

14 days after its service. If Amoah does not file a response, the Division shall file a motion for 

entry of an order of default and the imposition of remedial sanctions on Amoah by 

May 14, 2024. The motion for sanctions should address each statutory element of the relevant 

provisions of Exchange Act Section 15(b).7 The motion should discuss relevant authority 

relating to the legal basis for, and the appropriateness of, the requested sanctions and include 

evidentiary support sufficient to make an individualized assessment of whether those sanctions 

are in the public interest.8 The parties may file opposition and reply briefs within the deadlines 

provided by the Rules of Practice.9 The failure to timely oppose a dispositive motion is itself a 

basis for a finding of default;10 it may result in the determination of particular claims, or the 

proceeding as a whole, adversely to the non-moving party and may be deemed a forfeiture of 

arguments that could have been raised at that time.11

5 Rules of Practice 155, 180, 17 C.F.R. §§ 201.155, .180.

6 Amoah, 2023 WL 6290961, at *5.

7

See, e.g., Shawn K. Dicken, Exchange Act Release No. 89526, 2020 WL 4678066, at *2 

(Aug. 12, 2020) (requesting additional information from the Division “regarding the factual 

predicate for Dicken’s convictions” and “why these facts establish” the need for remedial 

sanctions); see also Shawn K. Dicken, Exchange Act Release No. 90215, 2020 WL 6117716, 

at *1 (Oct. 16, 2020) (clarifying the additional information needed from the Division).

8

See generally Rapoport v. SEC, 682 F.3d 98, 108 (D.C. Cir. 2012) (requiring 

“meaningful explanation for imposing sanctions”); McCarthy v. SEC, 406 F.3d 179, 190 (2d Cir. 

2005) (stating that “each case must be considered on its own facts”); Gary L. McDuff, Exchange 

Act Release No. 74803, 2015 WL 1873119, at *1, *3 (Apr. 23, 2015); Ross Mandell, Exchange 

Act Release No. 71668, 2014 WL 907416, at *2 (Mar. 7, 2014), vacated in part on other 

grounds, Exchange Act Release No. 77935, 2016 WL 3030883 (May 26, 2016); Don Warner 

Reinhard, Exchange Act Release No. 61506, 2010 WL 421305, at *3-4 (Feb. 4, 2010), appeal 

after remand, Exchange Act Release No. 63720, 2011 WL 121451, at *5-8 (Jan. 14, 2011).

9

See Rules of Practice 154, 160, 17 C.F.R. §§ 201.154, .160.

10 See Rules of Practice 155(a)(2), 180(c), 17 C.F.R. §§ 201.155(a)(2), .180(c); see, e.g., 

Behnam Halali, Exchange Act Release No. 79722, 2017 WL 24498, at *3 n.12 (Jan. 3, 2017).

11 See, e.g., McBarron Cap. LLC, Exchange Act Release No. 81789, 2017 WL 4350655, 

at *3-5 (Sep. 29, 2017); Bennett Grp. Fin. Servs., LLC, Exchange Act Release No. 80347, 2017 
3

The parties’ attention is directed to the e-filing requirements in the Commission’s Rules 

of Practice.12 We also remind the parties that any document filed with the Commission must be 

served upon all participants in the proceeding and be accompanied by a certificate of service.13

Upon review of the filings in response to this order, the Commission will either direct 

further proceedings by subsequent order or issue a final opinion and order resolving the matter as 

to Amoah.

For the Commission, by the Office of the General Counsel, pursuant to delegated

authority.

Vanessa A. Countryman

Secretary

WL 1176053, at *2-3 (Mar. 30, 2017), abrogated in part on other grounds by Lucia v. SEC, 585 

U.S. 237 (2018); Apollo Publ’n Corp., Securities Act Release No. 8678, 2006 WL 985307, at *1 

n.6 (Apr. 13, 2006).

12 See Rules of Practice 151, 152(a), 17 C.F.R. §§ 201.151, .152(a) (providing procedure for 

filing papers with the Commission and mandating electronic filing in the form and manner 

posted on the Commission’s website); Instructions for Electronic Filing and Service of 

Documents in SEC Administrative Proceedings and Technical Specifications, 

https://www.sec.gov/efapdocs/instructions.pdf. Parties generally must certify that they have 

redacted or omitted sensitive personal information from any filing. Rule of Practice 151(e), 

17 C.F.R. § 201.151(e).

13 See Rule of Practice 150, 17 C.F.R. § 201.150 (generally requiring parties to serve each 

other with their filings); Rule of Practice 151(d), 17 C.F.R. § 201.151(d) (“Papers filed with the 

Commission . . . shall be accompanied by a certificate stating the name of the person or persons 

served, the date of service, the method of service, and the mailing address or email address to 

which service was made, if not made in person.”). The Division of Enforcement is represented 

by Robert M. Moye, Peter Senechalle, and Devlin N. Su, Securities and Exchange Commission, 

Chicago Regional Office; 175 W. Jackson Blvd., Suite 1450, Chicago, IL 60604; 

moyer@sec.gov, senechallep@sec.gov, and sude@sec.gov.