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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

Case No. 

 

SECURITIES AND EXCHANGE COMMISSION, 

 

Plaintiff, 

v. 

PROFILE SOLUTIONS, INC., 

DAN ORAN, and 

LEONARD M. TUCKER, 

 

Defendants. 

FINAL JUDGMENT AS TO DEFENDANT PROFILE SOLUTIONS, INC. 

The Securities and Exchange Commission (“SEC” or “Commission”) having filed a 

Complaint and Defendant Profile Solutions, Inc. (“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 without admitting or denying the allegations of 

the Complaint (except as to jurisdiction); waived findings of fact and conclusions of law; and 

waived any right to appeal from this Judgment: 

I. 

IT IS HEREBY ORDERED 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 of the mails, or 

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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, 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or 

(ii) disseminating false or misleading documents, materials, or information or making, either 

orally or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(a) the price or trading market for any security; 

(b) the prospects for success of any business, product, or company; or 

(c) matters relating to a decision by an investor or prospective investor to buy or sell 

securities of any company. 

IT IS FURTHER ORDERED 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). 

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II. 

IT IS HEREBY ORDERED that Defendant is permanently restrained and enjoined 

from violating, directly or indirectly, Sections 17(a)(1) and 17(a)(3) of the Securities Act [15 

U.S.C. § 77q(a)(1) and 77q(a)(3)] 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: 

(a) to employ any device, scheme, or artifice to defraud; 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, 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or 

(ii) disseminating false or misleading documents, materials, or information or making, either 

orally or in writing, any false or misleading statement in any communication with any investor or 

prospective investor, about: 

(a) the price or trading market for any security; 

(b) the prospects for success of any business, product, or company; or 

(c) matters relating to a decision by an investor or prospective investor to buy or sell 

securities of any company. 

IT IS FURTHER ORDERED 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). 

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III. 

IT IS HEREBY FURTHER ORDERED that the Consent is incorporated herein with 

the same force and effect as if fully set forth herein, and that Defendant shall comply with all of 

the undertakings and agreements set forth therein. 

IV. 

IT IS HEREBY FURTHER ORDERED that this Court shall retain jurisdiction of this 

matter for the purposes of enforcing the terms of this Final Judgment. 

V. 

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. 

Dated: ____________, 2022 

____________________________________ 

UNITED STATES DISTRICT JUDGE 

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