UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION

__________________________________________

 : 

UNITED STATES SECURITIES : 

AND EXCHANGE COMMISSION, : 

 : 

 Plaintiff, : 

 : Civil Action No: 03 C 2182 

 v. : 

 : 

FRANK J. CUSTABLE, JR., et al., : Judge Gottschall 

 : 

 Defendants. : 

__________________________________________: Magistrate Judge Valdez 

FINAL JUDGMENT AS TO DEFENDANT 

MARSHALL HOLDINGS INTERNATIONAL, INC. 

(f/k/a “GATEWAY DISTRIBUTORS, LTD.”)

The Securities and Exchange Commission having filed a Complaint and Defendant 

Marshall Holdings International, Inc. (formerly doing business and named in the Complaint as 

“Gateway Distributors, Ltd.”) 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. 

 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant and its 

officers, directors, subsidiaries, affiliates, successors, agents, servants, employees, attorneys, and 

all persons in active concert or participation with Defendant who receive actual notice of this 

Final Judgment by personal service or otherwise are permanently restrained and enjoined from 

violating, directly or indirectly, Section 10(b) of the Securities Exchange Act of 1934 (the 
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"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 

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. 

II. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant and its 

officers, directors, subsidiaries, affiliates, successors, agents, servants, employees, attorneys, and 

all persons in active concert or participation with it who receive actual notice of this Final 

Judgment by personal service or otherwise are permanently restrained and enjoined from 

violating Section 17(a) of the Securities Act of 1933 (“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: 

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

(2) 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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(3) to engage in any transaction, practice, or course of business which operates or 

would operate as a fraud or deceit upon the purchaser. 

III. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant and its 

agents, servants, employees, attorneys, and all persons in active concert or participation with it 

who receive actual notice of this Final Judgment by personal service or otherwise are 

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 registration statement) any public proceeding or examination 

under Section 8 of the Securities Act [15 U.S.C. § 77h]. 
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IV. 

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

for disgorgement of $245,000 representing profits gained as a result of the conduct alleged in the 

Complaint, together with prejudgment interest thereon in the amount of $109,251, for a total of 

$354,251. Based on Defendant’s sworn representations in its Statement of Financial Condition 

dated June 30, 2008, and other documents and information submitted to the Commission, 

however, the Court is not ordering Defendant to pay a civil penalty and payment of all 

disgorgement and pre-judgment interest thereon is waived. The determination not to impose a 

civil penalty and to waive payment of all disgorgement and pre-judgment interest is contingent 

upon the accuracy and completeness of Defendant's Statement of Financial Condition. If at any 

time following the entry of this Final Judgment the Commission obtains information indicating 

that Defendant’s representations to the Commission concerning its assets, income, liabilities, or 

net worth were fraudulent, misleading, inaccurate, or incomplete in any material respect as of the 

time such representations were made, the Commission may, at its sole discretion and without 

prior notice to Defendant, petition the Court for an order requiring Defendant to pay the unpaid 

portion of the disgorgement, pre-judgment and post-judgment interest thereon, and the maximum 

civil penalty allowable under the law. In connection with any such petition, the only issue shall 

be whether the financial information provided by Defendant was fraudulent, misleading, 

inaccurate, or incomplete in any material respect as of the time such representations were made. 

In its petition, the Commission may move this Court to consider all available remedies, 

including, but not limited to, ordering Defendant to pay funds or assets, directing the forfeiture of 

any assets, or sanctions for contempt of this Final Judgment. The Commission may also request 
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additional discovery. Defendant may not, by way of defense to such petition: (1) challenge the 

validity of the Consent or this Final Judgment; (2) contest the allegations in the Complaint filed 

by the Commission; (3) assert that payment of disgorgement, pre-judgment and post-judgment 

interest or a civil penalty should not be ordered; (4) contest the amount of disgorgement and prejudgment and post-judgment interest; (5) contest the imposition of the maximum civil penalty 

allowable under the law; or (6) assert any defense to liability or remedy, including, but not 

limited to, any statute of limitations defense. 

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 this Court shall retain 

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

VII. 

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: ______________, 2009 ____________________________________ 

Honorable Joan B. Gottschall 

United States District Judge