IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF TEXAS

SAN ANTONIO DIVISION

SECURITIES AND EXCHANGE )

COMMISSION, )

)

Plaintiff, )

)

V. ) CIVIL ACTION NO. SA-20-CA-598-FB

)

PAUL R. MONTGOMERY, JR.; )

MICHAEL D. FISHER; and JAMES )

H. WILLINGHAM, JR., )

)

 Defendants. )

FINAL JUDGMENT AS TO DEFENDANT JAMES H. WILLINGHAM, JR.

On March 19, 2020, Plaintiff Securities and Exchange Commission (the “Commission”) filed

an Unopposed Motion for Entry of Final Judgment against Defendant James H. Willingham, Jr.

(“Defendant”)that attached a proposed agreed judgment as to Defendant (the “Consent Judgment”) and

his consent thereto (the “Consent”).

As contemplated by the Consent Judgment, the Commission filed a Motion for Remedies and

Entry of Final Judgment as to Defendant, which the Court GRANTED by separate Order on March 31,

2021. (Docket no. 20).

This Final Judgment is therefore entered against Defendant incorporating the injunctive relief

and other provisions set forth in the Consent Judgment and the Consent, and ordering the amounts of

disgorgement, prejudgment interest, and civil penalties.

I.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED 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

Case 5:20-cv-00598-FB Document 21 Filed 03/31/21 Page 1 of 7
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.

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 Judgment bypersonal 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.

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

permanently restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the

“Securities Act”) [15 U.S.C. § 77q(a)] 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, directly

or indirectly:

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

(b) to obtain money or property by means of any untrue statement of a material fact or any

omission of a material fact necessary in order to make the statements made, in light of

the circumstances under which they were made, not misleading; or

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(c) to engage in any transaction, practice, or course of business which operates or would

operate as a fraud or deceit upon the purchaser.

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 Judgment bypersonal 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).

III.

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

permanently restrained and enjoined from violating Section 5 of the Securities Act [15 U.S.C. § 77e]

by, directly or indirectly, in the absence of any applicable exemption:

(a) Unless a registration statement is in effect as to a security, making use of any means or

instruments of transportation or communication in interstate commerce or of the mails

to sell such security through the use or medium of any prospectus or otherwise;

(b) Unless a registration statement is in effect as to a security, carrying or causing to be

carried through the mails or in interstate commerce, by any means or instruments of

transportation, any such security for the purpose of sale or for delivery after sale; or

(c) Making use of any means or instruments of transportation or communication in

interstate commerce or of the mails to offer to sell or offer to buy through the use or

medium of any prospectus or otherwise any security, unless a registration statement has

been filed with the Commission as to such security, or while the registration statement

is the subject of a refusal order or stop order or (prior to the effective date of the

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registration statement) any public proceeding or examination under Section 8 of the

Securities Act [15 U.S.C. § 77h].

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 Judgment bypersonal 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).

IV.

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

liable for disgorgement of $305,749, representing net profits gained as a result of the conduct alleged

in the Complaint, together with prejudgment interest thereon in the amount of $56,567.04, and a civil

penalty in the amount of $2,891,520 pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]

and Section 21(d)(3) of the Exchange Act of 1934 [15 U.S.C. § 78u(d)(3)]. Defendant shall satisfy this

obligation by paying $305,749 in disgorgement, plus $56,567.04 in prejudgment interest, plus

$2,891,520 in civil penalty for a total amount of $3,253,836.04 to the Commission within 30 days after

entry of this Final Judgment.

Defendant maytransmit 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 Commission, which shall be delivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

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and shall be accompanied by a letter identifying the case title, civil action number, and name of this

Court; Willingham’s name 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. Bymaking 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 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. The Commission shall hold the funds, together with any

interest and income earned thereon (collectively, the “Fund”), pending further order of the Court.

The Commission may propose a plan to distribute the Fund subject to the Court’s approval.

Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund provisions of

Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain jurisdiction over the

administration of any distribution of the Fund and the Fund may only be disbursed pursuant to an Order

of the Court.

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as

civil penalties pursuant to this Judgment shall be treated as penalties paid to the government for all

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purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Defendant

shall not, after offset or reduction of any award of compensatory damages in any Related Investor

Action based on Defendant’s payment of disgorgement in this action, argue that he is entitled to, nor

shall he further benefit by, offset or reduction of such compensatory damages award by the amount of

any part of his payment of a civil penalty in this action (“Penalty Offset”). If the court in any Related

Investor Action grants such a Penalty Offset, Defendant 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 United States Treasury or to a Fair Fund, as the Commission directs. 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 Judgment. For purposes of this paragraph, a “Related Investor

Action” means a private damages action brought against Defendant by or on behalf of one or more

investors based on substantially the same facts as alleged in the Complaint in this action.

V.

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.

VI.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely 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 byDefendant, and further, anydebt for disgorgement,

prejudgment interest, civil penalty or other amounts due byDefendant 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

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order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §

523(a)(19).

VII.

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.

VIII.

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.

It is so ORDERED.

SIGNED this 31st day of March, 2021.

 _________________________________________________

 FRED BIERY

 UNITED STATES DISTRICT JUDGE

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