UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS


____________________________________________
)
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. ) Case No. 12-cv-12334 (IT)
)
SPENCER PHARMACEUTICAL INC., )
J EAN-FRANOIS AMYOT, )
MAXIMILIEN ARELLA, )
IAN MORRICE, )
IAB MEDIA INC. and )
HILBROY ADVISORY INC., )
)
Defendants. )
____________________________________________)


FINAL JUDGMENT AS TO DEFENDANT MAXIMILIEN ARELLA


The Securities and Exchange Commission having filed a Complaint and Defendant
Maximilien Arella having entered a general appearance; consented to the Courts jurisdiction
over Defendant and the subject matter of this action; consented to entry of this Final J udgment
without admitting or denying the allegations of the Complaint (except as to jurisdiction and
except as otherwise provided herein in paragraph VIII); waived findings of fact and conclusions
of law; and waived any right to appeal from this Final J udgment:
I.
IT IS HEREBY ORDERED, ADJ UDGED, AND DECREED that Defendant and
Defendants agents, servants, employees, attorneys, and all persons in active concert or
participation with them who receive actual notice of this Final J udgment by personal service or
otherwise are permanently restrained and enjoined from violating Section 17(a)(2) and (3) of the
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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 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
(b) to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.
II.
IT IS HEREBY FURTHER ORDERED, ADJ UDGED, AND DECREED that Defendant
and Defendants agents, servants, employees, attorneys, and all persons in active concert or
participation with them who receive actual notice of this Final J udgment by personal service or
otherwise are permanently restrained and enjoined from violating Sections 5(a) and 5(c) 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
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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].
III.
IT IS FURTHER ORDERED, ADJ UDGED, AND DECREED that, pursuant to Section
21(d)(5) of the Exchange Act [15 U.S.C. 78u(d)(5)], Defendant is prohibited, for five years
following the date of entry of this Final J udgment, from acting as an officer or director of any
issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act [15
U.S.C. 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act [15
U.S.C. 78o(d)].
IV.
IT IS HEREBY FURTHER ORDERED, ADJ UDGED, AND DECREED that Defendant
is barred, for five years following the date of entry of this Final J udgment, from participating in
an offering of penny stock, including engaging in activities with a broker, dealer, or issuer for
purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any
penny stock. A penny stock is any equity security that has a price of less than five dollars,
except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. 240.3a51-1].

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V.
IT IS FURTHER ORDERED, ADJ UDGED, AND DECREED that Defendant shall pay a
civil penalty in the amount of $50,000 to the Securities and Exchange Commission pursuant to
Section 20(d) of the Securities Act [15 U.S.C. 77t(d)]. Defendant shall make this payment
pursuant to the terms of the payment schedule set forth in paragraph VI below after entry of this
Final J udgment.
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
cashiers 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

and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; Maximilien Arella as a defendant in this action; and specifying that payment is made
pursuant to this Final J udgment.
Defendant shall simultaneously transmit photocopies of evidence of payment and case
identifying information to the Commissions 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 J udgment to the United States Treasury. Defendant shall pay post-judgment interest
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on any delinquent amounts pursuant to 28 USC 1961.
VI.
Defendant shall pay the total penalty due of $50,000 in seven (7) installments to the
Commission according to the following schedule: (1) $8,000 within 10 days of entry of this
Final J udgment; (2) six (6) additional installments of $7,000 to be paid every 60 days beginning
on November 1, 2014. 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 14 days of the entry of Final J udgment. Prior to
making the final payment set forth herein, Arella 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
J udgment, 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.
VII.

IT IS FURTHER ORDERED, ADJ UDGED, 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.
VIII.
IT IS FURTHER ORDERED, ADJ UDGED, AND DECREED that any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Final J udgment or any other judgment, order, consent order, decree or settlement agreement
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entered in connection with this proceeding, is a debt for the violation by Defendant of the federal
securities laws or any regulation or order issued under such laws, as set forth in Section
523(a)(19) of the Bankruptcy Code, 11 U.S.C. 523(a)(19).
IX.
IT IS FURTHER ORDERED, ADJ UDGED, AND DECREED that this Court shall retain
jurisdiction of this matter for the purposes of enforcing the terms of this Final J udgment.
X.

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 J udgment forthwith and without further notice.

Dated: ______________, _____
____________________________________
UNITED STATES DISTRICT J UDGE


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