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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 9:22-cv-81457-AMC 

 

SECURITIES AND EXCHANGE COMMISSION, 

 Plaintiff, 

v. 

MANHATTAN TRANSFER REGISTRAR COMPANY 

and JOHN C. AHEARN, 

 Defendants. 

 

FINAL JUDGMENT AS TO DEFENDANT 

MANHATTAN TRANSFER REGISTRAR COMPANY

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

Defendant Manhattan Transfer Registrar Company (“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 Final Judgment: 

I. 

PERMANENT INJUNCTIVE RELIEF 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 17A(c)(4)(C) 

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78q-1(c)(4)(C)], by 

permitting a person as to whom an order suspending or barring him or her from being associated 

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with a transfer agent is in effect and without the consent of the Commission to become, or remain, 

a person associated with Defendant. 

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. 

DISGORGEMENT, PREJUDGMENT INTEREST, AND CIVIL PENALTY 

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

for disgorgement of $1,075, representing net profits gained as a result of the conduct alleged in 

the Complaint, together with prejudgment interest thereon in the amount of $200.02. The Court 

finds that sending the disgorged funds to the United States Treasury, as ordered below, is consistent 

with equitable principles. The Court further imposes a civil penalty in the amount of $75,000 

pursuant to Section 20(d) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(d)] and 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy these 

obligations by paying $76,275.02 pursuant to the terms of the payment schedule set forth in 

paragraph III 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 

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 

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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; Manhattan Transfer Registrar Company 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 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. 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 U.S.C. § 1961. 

III. 

PAYMENT PLAN 

Defendant shall pay the total of disgorgement, prejudgment interest, and penalty due of 

$76,275.02 in four (4) installments to the Commission according to the following schedule: 

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(1) $26,275.02 within 10 days of entry of this Final Judgment; 

(2) $15,000 within 120 days of entry of this Final Judgment; 

(3) $15,000 within 240 days of entry of this Final Judgment; and 

(4) $20,000 within 360 days of 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. 

IV. 

INCORPORATION OF CONSENT 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED 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. 

V. 

RETENTION OF JURISDICTION 

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. 

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VI. 

RULE 54(b) CERTIFICATION 

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. 

DONE and ORDERED in Chambers, in Fort Pierce, Florida, this ______ day of 

________________, 2022. 

____________________________________ 

AILEEN M. CANNON 

UNITED STATES DISTRICT JUDGE

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