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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 DAN ORAN 

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

Complaint and Defendant Dan Oran (“Oran” or “Defendant”) having entered a general 

appearance; consented to the Court’s jurisdiction over him 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 personal and subject matter jurisdiction and except as otherwise 

provided herein in paragraph VII); waived findings of fact and conclusions of law; and waived 

any right to appeal from this Judgment: 

I. 

IT IS HEREBY ORDERED that Defendant Oran 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 

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[17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate commerce, or 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, 

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 Oran 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 

 (b) 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 ORDERED that, pursuant to Section 21(d)(2) of the Exchange Act [15 

U.S.C. § 78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], Defendant 

Oran is prohibited, for five (5) years following the date of entry of this Final Judgment, from 

acting as an officer or director of any issuer that has a class of securities registered pursuant to 

Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to 

Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

IV. 

IT IS HEREBY ORDERED that Defendant Oran is barred, for a period of five (5) years 

following the date of entry of this Final Judgment, from 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. A penny 

stock is any equity security that has a price of less than five dollars, except as provided in Rule 

3a51-1 under the Exchange Act [17 C.F.R. 240.3a51-1]. 

V. 

IT IS HEREBY ORDERED that Defendant Oran shall pay a civil penalty in the amount 

of $150,000 to the Securities and Exchange Commission pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 20(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§ 78u(d)(3)]. Defendant shall make this payment pursuant to the terms of the payment schedule 

set forth in paragraph VI. below 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 

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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; Dan Oran 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. 

The Commission may enforce the Court’s judgment for penalties by the use of all 

collection procedures authorized by law, including the Federal Debt Collection Procedures Act, 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action. Defendant shall pay post-judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 USC § 1961. 

VI. 

Defendant Oran shall pay the civil penalty due of $150,000 in five installments to the 

Commission according to the following schedule: (1) $50,000 upon entry of this Final Judgment; 

(2) $25,000 within 90 days of the entry of this Final Judgment; (3) $25,000 within 180 days of 

the entry of this Final Judgment; (4) $25,000 within 270 days of the entry of this Final Judgment; 

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and (5) $25,000 within 360 days of the entry of this Final Judgment. Payments shall be deemed 

made on the date they are received by the Commission and shall be applied first to post judgment 

interest, which accrues pursuant to 28 U.S.C. § 1961 on any unpaid amounts due after 30 days of 

the entry of Final Judgment. Prior to making the final payment set forth herein, Defendant shall 

contact the staff of the Commission for the amount due for the final payment. 

 If Defendant 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 Final 

Judgment, including post-judgment 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 Court. 

VII. 

IT IS FURTHER ORDERED that, 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 Oran, 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). 

VIII. 

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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 Oran shall comply with 

all of the undertakings and agreements set forth therein. 

IX. 

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. 

X. 

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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