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Elliot Maza SEC Judgment 3.21.19 - BioZone
Elliot Maza SEC Judgment 3.21.19 - BioZone
The Securities and Exchange Commission having filed a Complaint and an Amended
Complaint and Defendant Elliot Maza (“Defendant”) 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 Judgment without admitting or denying the allegations of the Amended
Complaint (except as to jurisdiction and except as otherwise provided herein in paragraph VI);
waived findings of fact and conclusions of law; and waived any right to appeal from this
Judgment:
I.
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
(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
(c) to engage in any act, practice, or course of business which operates or would
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
II.
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
(b) to obtain money or property by means of any untrue statement of a material fact
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made, in light of the circumstances under which they were made, not misleading;
or
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
III.
is permanently restrained and enjoined from aiding and abetting any violation of Section 15(d) of
the Exchange Act [15 U.S.C. § 78o(d)] and Rule 15d-1 thereunder [17 C.F.R. § 240.15d-1] by
knowingly or recklessly providing substantial assistance to an issuer that files with the
Commission any report required to be filed with the Commission by or on behalf of an issuer
pursuant to Section 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder, which contains any untrue statement of material fact; omits to state any material fact
necessary in order to make the statements made, in the light of the circumstances under which
they were made, not misleading; omits to disclose any information required to be disclosed; or
fails to comply in any material respect with the requirements of Section 15(d) of the Exchange
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
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receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
IV.
motion of the Commission, the Court shall determine whether it is appropriate to (i) order
disgorgement of ill-gotten gains, and/or a civil penalty pursuant to Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and,
if so, the amount(s) of the disgorgement and/or civil penalty. If disgorgement is ordered,
Defendant shall pay prejudgment interest thereon, calculated from June 25, 2014, based on the
rate of interest used by the Internal Revenue Service for the underpayment of federal income tax
as set forth in 26 U.S.C. § 6621(a)(2). Upon motion of the Commission, the Court shall
determine whether (i) an order permanently barring Defendant 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] is appropriate; and (ii) an order permanently barring Defendant
from participating in any offering of penny stock pursuant to Section 20(g) of the Securities Act
[15 U.S.C. § 77t(g)] and Section 21(d)(6) of the Exchange Act [15 U.S.C. § 78u(d)(6)] is
appropriate. In connection with the Commission’s motion for disgorgement, civil penalties, an
officer and director bar, and/or a penny stock bar, and at any hearing held on such a motion: (a)
Defendant will be precluded from arguing that he did not violate the federal securities laws as
alleged in the Amended Complaint; (b) Defendant may not challenge the validity of the Consent
or this Judgment; (c) solely for the purposes of such motion, the allegations of the Amended
4
Complaint shall be accepted as and deemed true by the Court; and (d) the Court may determine
the issues raised in the motion on the basis of affidavits, declarations, excerpts of sworn
deposition or investigative testimony, and documentary evidence, without regard to the standards
for summary judgment contained in Rule 56(c) of the Federal Rules of Civil Procedure. In
connection with the Commission’s motion for disgorgement, civil penalties, an officer and
director bar, and/or a penny stock bar, the parties may take discovery, including discovery from
appropriate non-parties.
V.
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.
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the
allegations in the Amended Complaint are true and admitted by Defendant, and further, any debt
for disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under
this 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 order issued under such laws, as set forth in Section
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 Judgment.
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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 Judgment forthwith and without further notice.
____________________________________
UNITED STATES DISTRICT JUDGE
6
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
x
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
18 Civ. 8175(ER)
— against —
ECF CASE
BARRY C. HONIG, MICHAEL BRAUSER,
JOHN STETSON,JOHN R. O'ROURKE III,
ROBERT LADD,ELLIOT MAZA,BRIAN KELLER,
JOHN H. FORD,ATG CAPITAL LLC,GRQ
CONSULTANTS,INC., HS CONTRARIAN
INVESTMENTS,LLC,GRANDER HOLDINGS,INC.,
and STETSON CAPITAL INVESTMENTS INC.,
Defendants.
x
Defendant Elliot Maza ("Defendant") acknowledges having been served with the
Complaint and Amended Complaint in this action, enters a general appearance, and admits the
Court's jurisdiction over Defendant and over the subject matter of this action.
which Defendant admits), Defendant hereby consents to the entry of the Judgment in the form
attached hereto (the "Judgment") and incorporated by ~•eference herein, which, among other
things permanently restrains and enjoins Defendant from violation of Section 10(b) of the
Securities Exchange Act of 1934 (the "Exchange Act")[15 U.S.C. § 78j(b)] and Rule l Ob-5
promulgated thereunder [17 C.F.R. § 240.l Ob-5], Section 17(a) of the Securities Act of 1933 (the
"Securities Act")[IS U.S.C. § 77q(a), and Section 15(d) of the Exchange Act [15 U.S.C. § §
78o(d)] and Rule 15d-1 thereunder [17 C.F.R. § 240.15d-1].
3. Defendant agrees that, upon motion of the Commission, the Court shall determine
whether it is appropriate to (i) order disgorgement of ill-gotten gains, and/or a civil penalty
pursuant to Section 20(d) of the Securities Act[15 U.S.C. § 77t(d)] and Section 21(d)(3) of the
Exchange Act[15 U.S.C. § 78u(d)(3)], and, if so, the amounts) of the disgorgement and/or civil
penalty;(ii) permanently bar Defendant 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. § 781]
or that is required to file reports pursuant to Section 15(d) of the Exchange Act[15 U.S.C. §
780]; and (iii) permanently bar Defendant from participating in any offering of penny stock
pursuant to Section 20(g) of the Securities Act [15 U.S.C. § 77t(g)] and Section 21(d)(6) of the
Exchange Act[15 U.S.C. § 78u(d)(6)]. The Defendant further understands that, if disgorgement
is ordered, Defendant shall pay prejudgment interest thereon, calculated from June 25, 2014,
based on the rate of interest used by the Internal Revenue Service for the underpayment of
federal income tax as set forth in 26 U.S.C. § 6621(a)(2). Defendant further agrees that in
connection with the Commission's motion for disgorgement, civil penalties, an officer and
director bar, and/or a penny stock bar, and at any hearing held on such a motion:(a) Defendant
will be precluded from arguing that he did not violate the federal securities laws as alleged in the
Amended Complaint;(b)Defendant may not challenge the validity of this Consent or the
Judgment;(c) solely for the purposes of such motion, the allegations of the Amended Complaint
shall be accepted as and deemed true by the Court; and (d)the Court may determine the issues
raised in the motion on the basis of affidavits, declarations, excerpts of sworn deposition or
investigative testimony, and documentary evidence, without regard to the standards for summary
judgment contained in Rule 56(c) of the Federal Rules of Civil Procedure. In connection with
the Commission's motion for disgorgement, civil penalties, an officer and director bar, and/or a
penny stock bar, the parties may take discovery, including discovery from appropriate non-
parties.
4. Defendant waives the entry of findings of fact and conclusions of law pursuant to
5. Defendant waives the right, if any, to a jury trial and to appeal from the entry of
the 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
7. Defendant agrees that this Consent shall be incorporated into the Judgment with
8. Defendant will not oppose the enforcement of the Judgment on the ground, if any
exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and.hereby
9. Defendant waives service of the Judgment and agrees that entry of the 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 Judgment is filed with the Clerk of the Court, with an affidavit or declaration
stating that Defendant has received and read a copy ofthe Judgment.
10. Consistent with 17 C.F.R. § 202.50, 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
member of, aself-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 ofthe injunction in this
action, Defendant understands that he shall not be permitted to contest the factual allegations of
§ 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 Amended Complaint or creating the
impression that the Amended 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 ofthe
Amended Complaint, or that this Consent contains no admission of the allegations, without also
stating that Defendant does not deny the allegations; (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 Amended Complaint; and (iv) stipulates solely for purposes of exceptions to
discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, that the allegations
in the Amended Complaint are true, and further, that any debt for disgorgement, prejudgment
interest, civil penalty or other amounts due by Defendant under the 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 order issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy
Code, 11 U.S.C. § 523(a)(19). If Defendant breaches this agreement, the Commission may
petition the Court to vacate the 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
13. In connection with this action and any related judicial or administrative
proceeding or investigation commenced by the Commission or to which the Commission is a
party, Defendant (i) agrees to appear and be interviewed by Commission staff at such times and
places as the staff requests upon reasonable notice;(ii) will accept service by mail or facsimile
staff; (iii) appoints Defendant's undersigned attorney as agent to receive service of such notices
and subpoenas;(iv) with respect to such notices and subpoenas, waives the territorial limits on
service contained in Rule 45 of the Federal Rules of Civil Procedure and any applicable local
rules, provided that the party requesting the testimony reimburses Defendant's travel, lodging, and
subsistence expenses at the then-prevailing U.S. Government per diem rates; and (v)consents to
personal jurisdiction over Defendant in any United States District Court for purposes of
14. Defendant agrees that the Commission may present the Judgment to the Court for
15. Defendant agrees that this Court shall retain jurisdiction over this matter for the
Dated: ~ '~
v
On ~~`~~~ ~ ,2019, ~~~!o~ ~~~~ , a person known to me,
personally appeared before me and acknowledged executing the foregoing Consent.
Notary Public
Commission expires: ~~—/~~r~--~ ~-'~j
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YOUNG MO CFIANG
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Approved as to form:
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Nelson Boxer .~-~~ ~~~1,
Petrillo Klein &Boxer LLP
655 Third Avenue, 22nd Floor
New York, NY 10017