UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO.: 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

v. 

MANHATTAN TRANSFER REGISTRAR COMPANY, 

et al. 

Defendants. 

CONSENT OF DEFENDANT MANHATTAN TRANSFER REGISTRAR COMPANY 

1. Defendant Manhattan Transfer Registrar Company ("Defendant") waives service 

of a summons and the complaint in this action, enters a general appearance, and admits the 

Court's jurisdiction over Defendant and over the subject matter of this action. 

2. Without admitting or denying the allegations of the complaint ( except as provided 

herein in paragraph 11 and except as to personal and subject matter jurisdiction, which 

Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form 

attached hereto (the "Final Judgment") and incorporated by reference herein, which, among other 

things: 

(a) pennanently restrains and enjoins Defendant from violation of Section 

17 A(c)(4)(C) of the Securities Exchange Act of 1934 ("Exchange Act") 

[15 U.S.C. § 78q-l(c)(4)(C)]; 

(b) orders Defendant to pay disgorgement in the amount of $1 ,075, plus 

prejudgment interest thereon in the amount of $200.02; and 

Case 9:22-cv-81457-AMC Document 3-1 Entered on FLSD Docket 09/21/2022 Page 1 of 5
(c) orders Defendant to pay a civil penalty in the amount of $75,000 under 

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)]. 

3. Defendant agrees that it shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including but not limited to payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays 

pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof 

are added to a distribution fund or otherwise used for the benefit of investors. Defendant further 

agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any 

federal, state, or local tax for any penalty amounts that Defendant pays pursuant to the Final 

Judgment, regardless of whether such penalty amounts or any part thereof are added to a 

distribution fund or otherwise used for the benefit of investors. 

4. Defendant waives the entry of findings of fact and conclusions of law pursuant to 

Rule 52 of the Federal Rules of Civil Procedure. 

5. Defendant waives the right, if any, to a jury trial and to appeal from the entry of 

the Final Judgment. 

6. Defendant enters into this Consent voluntarily and represents that no threats, 

offers, promises, or inducements of any kind have been made by the Commission or any 

member, officer, employee, agent, or representative of the Commission to induce Defendant to 

enter into this Consent. 

7. Defendant agrees that this Consent shall be incorporated into the Final Judgment 

with the same force and effect as if fully set forth therein. 

8. Defendant will not oppose the enforcement of the Final Judgment on the ground, 

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Case 9:22-cv-81457-AMC Document 3-1 Entered on FLSD Docket 09/21/2022 Page 2 of 5
if any exists, that it fails to comply with Rule 65( d) of the Federal Rules of Civil Procedure, and 

hereby waives any objection based thereon. 

9. Defendant waives service of the Final Judgment and agrees that entry of the Final 

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendant 

of its terms and conditions. Defendant further agrees to provide counsel for the Commission, 

within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit 

or declaration stating that Defendant has received and read a copy of the Final Judgment. 

10. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted 

against Defendant in this civil proceeding. Defendant acknowledges that no promise or 

representation has been made by the Commission or any member, officer, employee, agent, or 

representative of the Commission with regard to any criminal liability that may have arisen or 

may arise from the facts underlying this action or immunity from any such criminal liability. 

Defendant waives any claim of Double Jeopardy based upon the settlement of this proceeding, 

including the imposition of any remedy or civil penalty herein. Defendant further acknowledges 

that the Court's entry of a permanent injunction may have collateral consequences under federal 

or state law and the rules and regulations of self-regulatory organizations, licensing boards, and 

other regulatory organizations. Such collateral consequences include, but are not limited to, a 

statutory disqualification with respect to membership or participation in, or association with a 

member of, a self-regulatory organization. This statutory disqualification has consequences that 

are separate from any sanction imposed in an administrative proceeding. In addition, in any 

disciplinary proceeding before the Commission based on the entry of the injunction in this 

action, Defendant understands that it shall not be permitted to contest the factual allegations of 

the complaint in this action. 

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Case 9:22-cv-81457-AMC Document 3-1 Entered on FLSD Docket 09/21/2022 Page 3 of 5
11. Defendant understands and agrees to comply with the terms of 17 C.F.R. 

§ 202.5(e), which provides in part that it is the Commission's policy "not to permit a defendant 

or respondent to consent to a judgment or order that imposes a sanction while denying the 

allegations in the complaint or order for proceedings," and "a refusal to admit the allegations is 

equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies 

the allegations." As part of Defendant's agreement to comply with the terms of Section 202.5(e), 

Defendant: (i) will not take any action or make or permit to be made any public statement 

denying, directly or indirectly, any allegation in the complaint or creating the impression that the 

complaint is without factual basis; (ii) will not make or permit to be made any public statement 

to the effect that Defendant does not admit the allegations of the complaint, or that this Consent 

contains no admission of the allegations, without also stating that Defendant does not deny the 

allegations; and (iii) upon the filing of this Consent, Defendant hereby withdraws any papers 

filed in this action to the extent that they deny any allegation in the complaint. If Defendant 

breaches this agreement, the Commission may petition the Court to vacate the Final Judgment 

and restore this action to its active docket. Nothing in this paragraph affects Defendant's: (i) 

testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal 

proceedings in which the Commission is not a party. 

12. Defendant hereby waives any rights under the Equal Access to Justice Act, the 

Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to 

seek from the United States, or any agency, or any official of the United States acting in his or 

her official capacity, directly or indirectly, reimbursement of attorney's fees or other fees, 

expenses, or costs expended by Defendant to defend against this action. For these purposes, 

Defendant agrees that Defendant is not the prevailing party in this action since the parties have 

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reached a good faith settlement. 

13. Defendant agrees that the Commission may present the Final Judgment to the 

Court for signature and entry without further notice. 

14. Defendant agrees that this Court shall retain jurisdiction over this matter for the 

purpose of enforcing the terms of the Final Judgment. 

Dated: 6 /Ji/ JoJJ.. J 

STATE OF NEW YORK 

COUNTYOF~ 

) 

) 

) 

Manhattan Transfer Registrar Company By ROLAND 

~# 

NEZAJ 

President 

38B Sheep Pasture Road 

Port Jefferson, New York 11 777 

ss: 

09- ~ ,a: , 2022, Roland Nezaj, who [check one](_) is personally known to 

me, or 0!..J produced a~ driver's license bearing his name and photograph as 

identification, personally appeared before me and acknowledged executing the foregoing 

Consent with full authority to do so on behalf of Manhattan Transfer Registrar Company as its 

President. 

SEANA JAMES 

Notary Public - State of New York 

NO. 01J/\6246852 

Qualified In New York County 

My Commission Expires Oct 9, 2023 Norary~~ 

Commission expires: \O-oi -;2olb 

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