UNITED STATES DISTRICT COURT
 

DISTRICT OF NEW HAMPSHIRE
 

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION 

Plaintiff, 

v. 

PIYUSH G. PATEL, DAVID J. KIRKPATRICK, Civ. No. 01:07-00039-SM 

ERIC JAEGER, BRUCE D. KAY, ROBERT J. 

GAGALIS, ROBERT G. BARBER, JR., 

LAWRENCE COLLINS, MICHAEL A. 

SKUBISZ, JERRY A. SHANAHAN, HOR 

CHONG (DAVID) BOEY, 

Defendants 

ORDER FOR PERMANENT INJUNCTION AGAINST DEFENDANT
 

BRUCED.KAY
 

The U.S. Securities and Exchange Commission having filed a Complaint against 

Defendant Bruce D. Kay ("Defendant") and Defendant having entered a general appearance; 

consented to the Court's jurisdiction over Defendant and the subject matter ofthis action; 

consented to entry ofthis Order for Permanent Injunction without admitting or denying the 

allegations ofthe Complaint (except as to jurisdiction); waived findings of fact and conclusions 

of law; and waived any right to appeal from this Order for Permanent Injunction and entry of 

Final Judgment by the Clerk: 

I. 

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

Defendant's agents, servants, employees, attorneys, and all persons in active concert or 

participation with them who receive actual notice of this Order for Permanent Injunction against 

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Defendant, by personal service or otherwise are pennanently restrained and enjoined from 

violating, directly or indirectly, Section l7(a) ofthe Securities Act, Section 10(b) ofthe 

Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. § 78j(b)] and Rule 10b-5 

promulgated thereunder [17 C.F.R. § 240.1 Ob-5], by using any means or instrumentality of 

interstate commerce, or ofthe 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 ofthe 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 HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

and Defendant's agents, servants, employees, attorneys, and all persons in active concert or 

participation with them who receive actual notice of this Order for Pennanent Injunction against 

Defendant, by personal service or otherwise are pennanently restrained and enjoined from 

violating, directly or indirectly, Section 13(b)(5) ofthe Exchange Act [15 U.S.C. § 78m(b)(5)] 

and Rules l3b2-1 and l3b2-2 promulgated thereunder [17 C.F.R. §§ 240.13b2-l and 240.l3b2­

2] by: 

(a)	 knowingly circumventing or knowingly failing to implement a system of internal 

accounting controls, or knowingly falsifying any book, record or account 

described in Section l3(b)(2) ofthe Exchange Act; or 

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(b) directly or indirectly falsifying or causing to be falsified any book, record or 

account subject to Section 13(b)(2)(A) ofthe Exchange Act; or 

(c)	 directly or indirectly making or causing to be made a materially false or 

misleading statement, or omitting to state or causing another person to omit to 

state any material fact, to an accountant in connection with any audit, review or 

examination ofthe financial statements of an issuer or company, or the 

preparation or filing of any document or report required to be filed with the 

Commission; or 

(d)	 directly or indirectly taking any action to coerce, manipulate, mislead, or 

fraudulently influence any independent public or certified public accountant 

engaged in the performance of an audit or review of financial statements required 

to be filed with the Commission where they knew or should have known that such 

action, if successful, could result in rendering financial statements materially 

misleading. 

III. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that 

Defendant and Defendant's agents, servants, employees, attorneys, and all persons in active 

concert or participation with them who receive actual notice of this ofthis Order for Permanent 

Injunction against Defendant, by personal service or otherwise are permanently restrained and 

enjoined from aiding and abetting any violation of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) 

ofthe Exchange Act [15 U.S.C. §§ 78m(a), 78m(b)(2)(A) and 78m(b)(2)(B)] and Rules 12b-20, 

13a-l, 13a-ll and 13a-13 thereunder [17 C.F.R. §§ 240. 12b-20, 240.l3a-l, 240.13a-ll and 

240.13a-13], by knowingly providing substantial assistance to an issuer that: 

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(a)	 fails to file with the Commission or as otherwise required, any report, statement, 

document, information or copy required to be filed pursuant to Section I3(a) of 

the Exchange Act or any of the rules, regulations or forms promulgated 

thereunder, or fails to file such report, statement, document, information or copy 

when, in such form as, and with such information as required or prescribed 

pursuant to Section 13(a) of the Exchange Act or any ofthe rules, regulations or 

forms promulgated thereunder; or 

(b)	 files with the Commission or as otherwise required any report, statement, 

document, information or copy that: contains any untrue statement of a material 

fact; omits any material information; or otherwise fails to comply with the 

provisions of Section 13(a) of the Exchange Act or any of the rules, regulations or 

forms thereunder; or 

(c)	 fails, in addition to the information expressly required to be included in a 

statement or report, to add or include such further material information as may be 

necessary to make the required statements, in the light of the circumstances under 

which they were made, not misleading; 

(d)	 fails to make and keep books, records, and accounts, which, in reasonable detail, 

accurately and fairly reflect the transactions and dispositions ofthe assets ofthe 

issuer; or 

(e)	 fails to devise and maintain a system of internal accounting controls sufficient to 

provide reasonable assurances that: transactions are executed in accordance with 

management's general or specific authorization; transactions are recorded as 

necessary to permit preparation of financial statements in conformity with 

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generally accepted accounting principles or any other criteria applicable to such 

statements, and to maintain accountability for assets; access to assets is permitted 

only in accordance with management's general or specific authorization; and the 

recorded accountability for assets is compared with the existing assets at 

reasonable intervals and appropriate action is taken with respect to any 

differences. 

IV. 

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

prohibited from acting as an officer or director of any issuer that has a class ofsecurities 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 781] or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 780(d)]. 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent of 

Defendant 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. 

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VI.
 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction ofthis matter for the purposes of enforcing the terms ofthis ofthis Order for 

Permanent Injunction against Defendant. 

VII. 

There being no just reason for delay, pursuant to Rule 54(b) ofthe Federal Rules of Civil 

Procedure, the Clerk is ordered to enter Final Judgment as to Defendant Bruce D. Kay forthwith 

and without further notice. 

ORDERED TillS 31st DAY OF July 2008 

/s/ Steven J. McAuliffe 

Chief UNITED STATES DISTRICT JUDGE 

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