UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 86446 / July 24, 2019

INVESTMENT ADVISERS ACT OF 1940

Release No. 5306 / July 24, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19266

In the Matter of

Foundations Asset Management, 

LLC, Michael W. Shamburger, 

and Rob E. Wedel

Respondents.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT OF 

1934 AND SECTIONS 203(e) AND 203(k) OF 

THE INVESTMENT ADVISERS ACT OF 

1940, MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASEAND-DESIST ORDER

I.

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

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) 

against Foundations Asset Management, LLC (“FAM”), and that cease-and-desist proceedings be, 

and hereby are, instituted pursuant to Section 21C of the Exchange Act and Section 203(k) of the 

Advisers Act against Michael W. Shamburger (“Shamburger”) and Rob E. Wedel (“Wedel”) 

(FAM, Shamburger, and Wedel are referred to collectively herein as “Respondents”).

II.

In anticipation of the institution of these proceedings, 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, and except as provided herein in Section V, Respondents consent 

to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to 

Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of 
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the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondents’ Offers, the Commission finds1that:

Summary

These proceedings concern conflicts of interest that were not properly disclosed and brokerdealer registration violations by registered investment adviser FAM and its two principals, 

Shamburger and Wedel. From May 2013 through June 2016 (“the relevant period”), FAM 

improperly received approximately $254,000 in compensation from private real estate fund Alaska 

Financial Company III LLC (“AFC III”) and AFC III’s manager McKinley Mortgage Co. LLC 

(“McKinley”), while acting as an unregistered broker. FAM, through Shamburger and Wedel, 

solicited clients and recommended that they invest approximately $12 million in AFC III 

promissory notes. This compensation, which was not properly disclosed to FAM clients, included 

approximately $126,000 in up-front compensation calculated as a percentage of an initial 

investment and approximately $128,000 in trailing fees based on FAM client investments that 

remained with AFC III each quarter. FAM, through Shamburger, also made false and misleading 

statements in five Form ADV Part 2A filings (“ADV Brochures”) filed with the Commission

between March 2014 and March 2015, regarding the compensation it received for selling AFC III 

securities and advising FAM clients.

As a result of Respondents’ conduct, FAM violated Sections 206(2) and 207 of the Advisers 

Act and Section 15(a) of the Exchange Act; Shamburger and Wedel caused FAM’s violations of 

Section 206(2) of the Advisers Act and Section 15(a) of the Exchange Act; and Shamburger caused 

FAM’s violations of Section 207 of the Advisers Act.

Respondents

1. Foundations Asset Management, LLC (“FAM”) is an Alaska limited liability 

company formed in 2007, with its principal place of business in Anchorage, Alaska. FAM has 

been registered with the Commission as an investment adviser since 2008. During the relevant 

period, FAM served as investment adviser to approximately 400 individual retail clients and had 

approximately $175 million in assets under management. FAM earns the vast majority of its

revenues from advisory fees for managing the portfolios of FAM’s individual retail clients, and

FAM charged clients an average annual management fee of 1% during the relevant period.

 

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 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
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2. Michael W. Shamburger, age 55, is a resident of Anchorage, Alaska. 

Shamburger is the founder of FAM and, since its inception, has served as one of FAM’s 

managing principals. Between 2011 and September 2017, Shamburger owned 25.1% of FAM. 

Since September 2017, Shamburger has owned 50% of FAM. Shamburger served as the

portfolio manager for approximately half of FAM’s clients during the relevant period and

received an annual salary from FAM and a share of the firm’s annual profits. Shamburger was 

formerly associated with registered broker-dealers between 1988 and December 2013. 

Shamburger currently holds a Series 65 license and previously held Series 7, 24, and 63 licenses.

3. Rob E. Wedel, age 49, is a resident of Anchorage, Alaska. Wedel began working 

at FAM in 2009. Since 2011, Wedel has been a managing principal of FAM. Between 2011 and

September 2017, Wedel owned 25.1% of FAM. Since September 2017, Wedel has owned 50% 

of FAM. Wedel served as the portfolio manager for approximately half of FAM’s clients during 

the relevant period and received an annual salary and a share of the firm’s annual profits. Wedel 

was formerly associated with registered broker-dealers between 1999 and December 2013. 

Wedel currently holds a Series 65 license and previously held Series 6, 7, 24, and 63 licenses.

Other Relevant Entities

4. Alaska Financial Company III LLC (“AFC III”) is a limited liability company 

organized in Alaska in 2008 with its principal place of business in Anchorage, Alaska. AFC III is 

a private investment fund that issued promissory notes to investors offering fixed annual returns of 

between 6% and 8.25%. According to AFC III’s offering materials, money raised through the sale 

of notes was to be invested in loans secured by deeds of trust on real property.

5. McKinley Mortgage Co. LLC (“McKinley”) is a limited liability company 

organized in Florida in 2005 with its principal place of business in Redding, California. McKinley 

is the manager of AFC III. McKinley’s duties included the selection of investments for AFC III’s 

portfolio.

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Facts

FAM’s Receipt of Compensation Related to AFC III Investments

6. FAM has been registered as an investment adviser with the Commission since 

March 2008. FAM has never been registered as a broker-dealer. Shamburger and Wedel were 

associated with a registered broker-dealer until December 2013, but have not been associated with 

a registered broker-dealer since then.

 

2 The Commission filed an action on March 22, 2018 against McKinley, its principals, and 

another individual and entity alleging violations of the antifraud and registration provisions of 

the federal securities laws related to the offering of AFC III’s promissory notes. See SEC v. 

McKinley Mortgage Co. LLC, et al., No. 2:18-cv-00616-MCE-CMK (E.D. Cal. March 22, 2018).
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7. From May 2013 through June 2016, FAM received a total of approximately 

$254,000 in compensation that was not properly disclosed for soliciting and recommending to its 

retail advisory clients investments in AFC III. During the relevant period, FAM, through 

Shamburger and Wedel, solicited 62 FAM clients in seven states and recommended them to invest 

approximately $12 million in AFC III. The money invested by FAM clients constituted 

approximately 20% of AFC III investments raised during the relevant period.

8. During the relevant period, FAM had two different compensation arrangements 

with McKinley regarding its clients’ AFC III investments—one that was in effect in 2013 and one 

that was in effect from January 2014 through June 2016. In 2013, FAM and McKinley agreed that 

FAM would receive quarterly compensation amounting to 1.25% of the total AFC III investments

held by FAM clients by the end of the year. From May through December 2013, FAM received 

$40,000 in compensation from McKinley and/or AFC III pursuant to this arrangement. FAM, 

Shamburger, and Wedel did not disclose their receipt of this compensation to FAM clients.

9. In December 2013, Shamburger and Wedel ended their association with the 

registered broker-dealer with which they had been associated and subsequently negotiated for

FAM to receive up-front compensation from McKinley and/or AFC III for soliciting and 

recommending new AFC III investments by FAM clients. Under this arrangement, FAM received 

two kinds of compensation: (1) a one-time, 1.25% “up-front” payment that was paid based on a 

FAM client’s initial investment in AFC III; and (2) a 1.25% annual “trailing fee” based on the total 

FAM client investments that remained in AFC III, paid on a quarterly basis beginning the quarter 

after the AFC III investment was made.

10. Although FAM did not charge clients an advisory fee on AFC III investments, the 

compensation received by FAM was higher than the typical 1% assets-under-management annual 

advisory fee that FAM received based on recommending other investments. During the first year 

of any AFC III investment by a client, FAM could receive compensation totaling 2.1875% of that 

investment from McKinley and/or AFC III, which consisted of the 1.25% up-front payment and 

three quarterly trailing fee payments of 0.3125%. This gave FAM an incentive to recommend 

AFC III promissory notes over other investment products.

11. The ongoing trailing fees received by FAM were one-quarter of a point higher than 

FAM’s typical advisory fee (1.25% versus 1.0%), which also gave FAM an incentive to 

recommend that clients remain invested in AFC III after the one-year lock-in period generally 

required under the terms of the AFC III promissory notes. FAM received trailing fees on many 

AFC III investments for two years or more during the relevant period. However, FAM did not 

properly disclose to clients that the up-front compensation and trailing fees received by FAM 

related to AFC III investments were higher than advisory fees FAM would have received if clients 

made other investments. 

12. FAM’s total income from the up-front compensation and trailing fees on AFC III 

investments constituted approximately 12% of FAM’s revenue in 2014 and 16% in 2015.
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FAM Did Not Adequately Disclose to Clients the Conflicts of Interest Associated with AFC III 

Investments

13. As an investment adviser, FAM was obligated to fully disclose all material facts to 

advisory clients, including any conflicts of interest between itself and its advisory clients. To meet 

this obligation, FAM was required to provide its advisory clients with sufficient information so that 

they could understand conflicts of interest that FAM had and decide whether to give informed 

consent to such conflicts or practices, or choose different investment products. FAM did not 

adequately disclose to clients the conflicts of interest FAM had in recommending AFC III 

investments, which allowed FAM to receive compensation higher than the typical 1% advisory fee 

charged to clients on other investments.

14. Shamburger and Wedel provided many – but not all – clients who invested in AFC 

III after 2013 with a written disclosure acknowledgement form stating that FAM “receives revenue 

from Alaska Financial Company for the clients it recommends for investment to Alaska Financial 

Company.” The disclosure acknowledgement form did not adequately address the conflicts of 

interest that FAM had with respect to recommending AFC III investments. Shamburger and 

Wedel made similar verbal disclosures to some FAM clients who invested in AFC III, without 

adequately addressing the conflicts of interest FAM had in recommending AFC III investments. 

Some clients did not receive any written or oral disclosures from FAM regarding its AFC III 

investment-related compensation.

15. FAM failed to satisfy its fiduciary duties owed to clients by failing to provide

adequate written and verbal disclosures about the conflicts of interest FAM had regarding AFC III 

investments. Specifically, FAM failed to inform clients that 1) FAM received more than double its 

typical advisory fee for the first year of a client’s investment in AFC III; 2) FAM received ongoing 

trailing fees that were higher on an annual basis than its typical advisory fee; and 3) FAM received 

a material amount of compensation related to the sale of AFC III securities.

16. FAM did not adequately disclose the conflicts of interest until June 2016, after 

receiving a deficiency letter from SEC Examination staff relating to FAM’s AFC III compensation

agreements. FAM’s new written disclosure form, which was sent to FAM clients invested in AFC 

III, disclosed the compensation FAM received related to AFC III investments and the conflicts of 

interest associated with AFC III investments.

17. As the managing principals who controlled FAM and made the recommendations 

to invest in, and personally received the money paid by, AFC III, Shamburger and Wedel were

responsible for ensuring that clients who invested in AFC III received accurate and complete 

disclosures regarding compensation that FAM received from AFC III and the conflicts of interest 

presented by that compensation. Until June 2016, FAM, through Shamburger and Wedel, failed 

to exercise reasonable care in ensuring that clients who purchased and renewed AFC III 

promissory notes received adequate disclosures at the time of investment or renewal. Instead, 

Shamburger and Wedel unreasonably assumed that clients would understand the nature and 

magnitude of FAM’s conflicts of interest that existed regarding AFC III investments by 
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generally telling them that FAM received compensation from AFC III, without any further 

details.

18. From May 2013 through June 2016, FAM, therefore, did not adequately disclose 

facts setting out the nature and magnitude of the conflict it had regarding the compensation it 

received for recommending AFC III investments to FAM clients, which ultimately totaled 

approximately $254,000.

False Statements and Material Omissions in ADV Brochures Filed with the Commission

19. As an investment adviser registered with the Commission, FAM is required to file 

with the Commission a Form ADV, which includes Parts 1 and 2 (Part 2A is the “ADV 

Brochure”). Shamburger was the sole individual at FAM responsible for drafting, reviewing, 

editing, and approving FAM’s Forms ADV Parts 1 and 2, including the ADV Brochures, that were

filed with the Commission during the relevant period. FAM also delivered ADV Brochures to 

FAM’s clients. 

20. During the relevant period, Item 5 of the ADV Brochure required FAM to disclose 

how it was compensated for its advisory services, including whether FAM or any of its supervised 

persons accepted compensation for the sale of securities or other investment products and, if so, to

provide an explanation that this practice constitutes a conflict of interest. Similarly, Item 14.A of 

the ADV Brochure required FAM to provide information about any economic benefit provided by 

someone who is not a client for providing investment advice, and generally to describe the 

arrangement, along with the resulting conflicts of interest and how the investment adviser will 

address those conflicts of interest.

21. Between March 2014 and March 2015, FAM, through Shamburger, filed five ADV 

Brochures that falsely stated the following:

 Response to Item 5.E: “Neither FAM nor its supervised persons accept any 

compensation for the sale of securities or other investment products . . . .”

 Response to Item 14.A: “FAM does not receive any economic benefit, directly or 

indirectly from any third party for advice rendered to FAM clients.”

22. FAM’s responses to Items 5.E and 14.A in its ADV Brochures filed between March 

2014 and March 2015 were false because FAM, since January 2014, had been receiving both upfront compensation for each investment in AFC III referred by FAM and ongoing, quarterly 

trailing fees for all AFC III investments that continued to be held by FAM clients. FAM received 

the compensation based on Shamburger’s and Wedel’s advice to FAM clients that they invest in 

and continue holding AFC III promissory notes. Moreover, the ADV Brochures failed to disclose

the conflicts of interest that FAM had with respect to AFC III investments, namely that FAM 

received more than double its typical advisory fee during the first year of an AFC III investment 

and ongoing trailing fees that were higher than FAM’s typical advisory fee. 
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23. In September 2015, FAM conducted a review of its ADV Brochures and amended 

its responses to Items 5.E and 14.A, but FAM continued to fail to disclose the nature and 

magnitude of the conflicts of interest associated with compensation that FAM received related to 

AFC III investments.

FAM, Through Shamburger and Wedel, Acted as an Unregistered Broker in Connection with AFC 

III Investment Offerings

24. Shamburger and Wedel, acting on behalf of FAM, solicited over $12 million in 

AFC III investments by 62 FAM clients during the relevant period. Shamburger and Wedel met in 

person and communicated with FAM clients via telephone and in emails about AFC III 

investments. Shamburger and Wedel specifically recommended AFC III investments to clients as 

a means of obtaining a consistent income stream through the fixed interest rates promised by AFC 

III. 

25. Once a FAM client agreed to invest in AFC III, FAM, through Shamburger and 

Wedel, assisted the clients with finalizing their investments, including the preparation of necessary 

paperwork such as investor forms, questionnaires, and subscription agreements. 

26. In exchange for Respondents soliciting and recommending investors to purchase 

AFC III promissory notes, McKinley and/or AFC III compensated FAM directly on transactions in 

securities, in the form of an up-front payment of 1.25% of each investment in AFC III. However, 

FAM was not registered as a broker-dealer.

Violations

27. As a result of the conduct described above, FAM willfully violated, and 

Shamburger and Wedel caused FAM’s violations of, Section 206(2) of the Advisers Act. Proof of 

scienter is not required to establish a violation of Section 206(2). SEC v. Steadman, 967 F.2d 636, 

643 n.5 (D.C. Cir. 1992) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 195 

(1963)).

28. As a result of the conduct described above, FAM willfully violated, and 

Shamburger caused FAM’s violations of, Section 207 of the Advisers Act, which makes it 

“unlawful for any person willfully to make any untrue statement of a material fact in any 

registration application or report filed with the Commission . . . or willfully to omit to state in any 

such application or report any material fact which is required to be stated therein.”

29. As a result of the conduct described above, FAM willfully violated, and 

Shamburger and Wedel caused FAM’s violations of, Section 15(a) of the Exchange Act, which 

prohibits any broker or dealer from making use of the mails or any means or instrumentality of 

interstate commerce to effectuate any transactions in, or to induce or attempt to induce the 

purchase or sale of, any security unless such broker or dealer is registered in accordance with 

Section 15(b) of the Exchange Act. 
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Undertakings

Respondent FAM has undertaken to:

30. Relinquishment of Right to Receive “Trailing Fees” for AFC III Investments. 

Upon entry of this Order, as stated in FAM’s Offer, FAM relinquishes all rights to receive the 

1.25% annual trailing fees from McKinley Mortgage, AFC III, and any of their affiliates, including 

FAM’s claim for $114,000 in trailing fees accrued after the filing of SEC v. McKinley Mortgage 

Co. LLC, et al. 

31. Notice to Investors. Within ten (10) days of the entry of this Order, FAM shall post 

prominently on the homepage of FAM’s website (http://www.afcmportfolios.com) a summary of 

this Order in a form and location acceptable to the Commission staff, with a hyperlink to the entire 

Order, for a period of twelve (12) months. Within thirty (30) days of the entry of this Order, FAM 

shall provide a copy of the Order to each FAM client who held AFC III promissory notes during 

the relevant period via mail, e-mail, or such other method as may be acceptable to the Commission 

staff, together with a cover letter in a form not unacceptable to the Commission staff. Furthermore, 

for a period of twenty-four (24) months from the entry of this Order, to the extent that FAM is 

required to deliver a brochure to a client and/or prospective client pursuant to Rule 204-3 of the 

Advisers Act, FAM shall also provide a copy of the Order to such client and/or prospective client.

32. Deadlines. For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings. Deadlines for procedural dates shall be counted in 

calendar days, except that if the last day falls on a weekend or federal holiday, the next business 

day shall be considered to be the last day.

33. Certification of Compliance by Respondent FAM. FAM shall certify, in writing, 

compliance with its undertakings set forth above. The certification shall identify the undertakings, 

provide written evidence of compliance in the form of a narrative, and be supported by exhibits 

sufficient to demonstrate compliance. The Commission staff may make reasonable requests for 

further evidence of compliance, and FAM agrees to provide such evidence. The certification and 

supporting material shall be submitted to Steven D. Buchholz, Assistant Regional Director, San 

Francisco Regional Office, Securities and Exchange Commission, 44 Montgomery Street, Suite 

2800, San Francisco, California 94104-4802, with a copy to the Office of Chief Counsel of the 

Enforcement Division, 100 F Street, NE Washington, DC 20549-6553, no later than thirty (30) 

days from the date of the completion of the undertakings.

34. In determining whether to accept the Offers, the Commission has considered 

FAM’s undertaking in Paragraph 30, above.

IV.

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

impose the sanctions agreed to in Respondents’ Offers.
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Accordingly, pursuant to Sections 15(b)(6) and 21C of the Exchange Act and Sections 

203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that:

A. Respondents FAM and Shamburger cease and desist from committing or causing 

any violations and any future violations of Section 15(a) of the Exchange Act and Sections 206(2) 

and 207 of the Advisers Act. 

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

any future violations of Section 15(a) of the Exchange Act and Section 206(2) of the Advisers Act.

C. Respondent FAM is censured.

D. Respondent FAM shall pay disgorgement of $253,784, prejudgment interest of 

$25,163, and a civil penalty of $85,000 to the Securities and Exchange Commission, for a total of 

$363,947. Pursuant to the undertaking contained in Paragraph 30, $114,000 of FAM’s 

disgorgement shall be deemed satisfied. Payment of the remaining $249,947 shall be made in the 

following installments: $25,000 within 14 days of the entry of this Order; $40,000 within 90 days 

of the entry of this Order; $40,000 within 180 days of the entry of this Order; $40,000 within 270 

days of the entry of this Order; and $104,947 within 360 days of the entry of this Order. Payments

shall be applied first to post-order interest, which accrues pursuant to SEC Rule of Practice 600 

and pursuant to 31 U.S.C. § 3717. Prior to making the final payment set forth herein, Respondent 

shall contact the staff of the Commission for the amount due. If Respondent fails to make any 

payment by the date agreed and/or in the amount agreed according to the schedule set forth above, 

all outstanding payments under this Order, including post-order interest, minus any payments 

made, shall become due and payable immediately at the discretion of the staff of the Commission 

without further application to the Commission.

E. Respondent Shamburger shall, within 14 days of the entry of this Order, pay a civil 

penalty in the amount of $50,000 to the Securities and Exchange Commission. If timely payment 

is not made, interest shall accrue pursuant to 31 U.S.C. § 3717.

F. Respondent Wedel shall, within 14 days of the entry of this Order, pay a civil 

penalty in the amount of $25,000 to the Securities and Exchange Commission. If timely payment 

is not made, interest shall accrue pursuant to 31 U.S.C. § 3717.

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent 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 
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(3) Respondent 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 Foundations 

Asset Management, LLC, Michael Shamburger, or Rob Wedel as a Respondent 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 Steven D. Buchholz, Assistant Regional Director, San Francisco

Regional Office, Securities and Exchange Commission, 44 Montgomery Street, Suite 2800, San 

Francisco, California 94104-4802. 

G. 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 referenced in paragraphs 

D, E, and F above. 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, Respondents shall not argue that Respondents are entitled to, nor shall 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 agrees that Respondents 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 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 Respondents 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.

H. Respondent FAM shall comply with the undertakings enumerated in Paragraphs 31-

33, above.
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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

Respondents Shamburger and Wedel, and further, any debt for disgorgement, prejudgment interest, 

civil penalty or other amounts due by Respondents Shamburger and Wedel 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 Respondents Shamburger and Wedel 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.

Vanessa A. Countryman

Secretary