Zeons Corporation (ZEON)

[scion]

30. First, USSE’s actions were egregious. The size of the harm produced by USSE’s misstatements is egregious: thousands of investors purchased millions of shares of USSE securities in this “pump and dump” scheme. See DeWitt Dep., Ex. B. The nature of the misstatements was egregious: For instance, at a time when Dr. David Crow had not even heard of USSE, USSE informed the public that this respected scientist had made glowing endorsements of USSE and that he had accepted a seat on USSE’s board of directors. Finally, the repetition and volume of misstatements was egregious.

31. Second, USSE’s violations of the securities laws were recurrent. This circumstance both reflects the egregiousness of USSE’s actions and is an independent factor which tends to show a likelihood of future misconduct.

32. Third, USSE acted with a high degree of scienter here. In each of the misstatements found here, Rivera caused USSE to release information to the public which he knew to be false.

33. With respect to the fourth and fifth factors, USSE has never acknowledged the wrongfulness of its conduct, nor has it made assurances against future violations. The sixth factor is not relevant to a corporate defendant.

34. Weighing these factors together, the Commission has established that USSE is reasonably likely to repeat its misconduct in the future. Thus the Commission is entitled to a permanent injunction against USSE to prevent future violations of Section 10(b) and Rule 10b-5.

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