                                                                   [DO NOT PUBLISH]

                      IN THE UNITED STATES COURT OF APPEALS

                                   FOR THE ELEVENTH CIRCUIT           FILED
                                    ________________________ U.S. COURT OF APPEALS
                                                                    ELEVENTH CIRCUIT
                                            No. 11-10758             JANUARY 3, 2012
                                      ________________________          JOHN LEY
                                                                         CLERK
                                D.C. Docket No. 0:08-cv-60315-RSR



SECURITIES & EXCHANGE COMMISSION,

llllllllllllllllllllllllllllllllllllllll                                  Plaintiff - Appellee,


                                                versus


W. ANTHONY HUFF,
SHERI HUFF, Relief Defendant,
MIDWEST MERGER MANAGEMENT, LLC, Relief Defendant,

llllllllllllllllllllllllllllllllllllllll                          Defendant -Appellants,

DANNY L. PIXLER, et al.,

                                                                                Defendants.

                                     ________________________

                           Appeal from the United States District Court
                               for the Southern District of Florida
                                 ________________________

                                           (January 3, 2012)
Before TJOFLAT, MARTIN and HILL, Circuit Judges.

PER CURIAM:

       Defendant-Appellant Anthony Huff controlled a business scheme that

directed millions of dollars in proceeds from one company, Certified Services, Inc.

(“Certified”), to another company, Midwest Merger Management, LLC

(“Midwest”). The SEC filed this civil enforcement action against Huff, Sheri

Huff, and Midwest after Certified’s collapse. Following a bench trial at which

some of Huff’s former business partners testified as SEC witnesses, the district

court1 found Huff was “the moving force” behind numerous misrepresentations

and omissions in Certified’s SEC filings between November 2002 and November

2004, and hence liable for five counts of securities law violations. The court also

ordered Huff to disgorge $10.017 million, plus interest.

       Huff argues on appeal that the factual findings underpinning the district

court’s liability determinations were clearly erroneous because of insufficient

evidence. He also claims that the court abused its discretion when it ordered

disgorgement because it relied on erroneous findings of fact and because it

improperly applied the law.


       1
         The parties consented to proceeding before the magistrate judge in accordance with 28
U.S.C. § 636(c). The magistrate judge’s decisions, which reflect capable work, will be referred
to as those of the district court.

                                               2
      This Court may not set aside the district court’s findings of fact unless they

are clearly erroneous. SEC v. Carriba Air, Inc., 681 F.2d 1318, 1323 (11th Cir.

1982). “Under clear error review, the district court’s determination must be

affirmed ‘so long as it is plausible in light of the record viewed in its entirety.’”

Commodity Futures Trading Comm’n v. Gibraltar Monetary Corp., Inc., 575 F.3d

1180, 1186 (11th Cir. 2009). We review “the district court’s findings regarding

the amount of ill-gotten gains to be disgorged for abuse of discretion.” SEC v.

Silverman, 328 F. App’x 601, 603 (11th Cir. 2009) (citing SEC v. Calvo, 378 F.3d

1211, 1217–18 (11th Cir. 2004)). “The SEC’s burden for showing the amount of

assets subject to disgorgement . . . is light: a reasonable approximation of a

defendant’s ill-gotten gains . . . Exactitude is not a requirement.” SEC v. ETS

Payphones, Inc., 408 F.3d 727, 735 (11th Cir. 2005) (quotation marks omitted).

      Upon a thorough review of the briefs and the district court’s findings of

fact, and with the benefit of oral argument, we conclude that Huff has not carried

his heavy burden of showing either clear error or an abuse of discretion. In light

of the record viewed as a whole, the district court’s findings that Huff reviewed

and approved the SEC filings and was the moving force behind the filings’

misrepresentations and omissions is wholly plausible. Under clear error review,

we therefore must affirm Huff’s liability on Counts I–IV. See Gibraltar Monetary

                                           3
Corp., Inc., 575 F.3d at 1186. Similarly, we hold that the district court did not

clearly err in finding that Huff “had the requisite power to directly or indirectly

control or influence the specific corporate policy which resulted” in the securities

law violations. Brown v. Enstar Group, Inc., 84 F.3d 393, 396 (11th Cir. 1996)

(quotation marks omitted). Accordingly, under Section 20(a) of the Securities

Exchange Act, we affirm Huff’s liability on Count V as a “controlling person” of

Certified. See 15 U.S.C. § 78t(a).

      Finally, we hold that the district court’s approximation of Huff’s ill-gotten

gains was reasonable. The district court adequately supported its finding that the

material misrepresentations of fact and omissions of material fact in the SEC

filings played a critical role “in allowing Huff’s scheme to persist for as long as it

did and in permitting Huff to obtain improperly so many millions of dollars from

Certified.” Beyond this, in cases such as this one where the record shows the

fraud to have been “pervasive,” we cannot say it was an abuse of the district

court’s broad discretion to order that the profits associated with the fraudulent

scheme be disgorged. See Commodity Futures Trading Comm’n v. British Am.

Commodity Options Corp., 788 F.2d 92, 93–94 (2d Cir. 1986) (holding that where

fraud is “pervasive,” disgorgement of “all” profits is warranted). Huff attacks the

precise figure calculated by the district court, but in doing so, he forgets that

                                           4
“[e]xactitude” in this context “is not a requirement.” ETS Payphones, 408 F.3d at

735. For this reason, we affirm the district court’s disgorgement order.

      AFFIRMED.




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