UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97000 / March 1, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-19266

:

In the Matter of

:

:

Foundations Asset Management,

:

LLC, Michael W. Shamburger, and :

Rob E. Wedel,

:

:

Respondents.

:

ORDER DIRECTING

DISBURSEMENT OF FAIR FUND

On May 9, 2022, the Division of Enforcement, pursuant to delegated authority, published

a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),1 pursuant to

Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s

Rules”);2 and simultaneously posted the Proposed Plan of Distribution (the “Proposed Plan”).

The Notice advised interested persons that they could obtain a copy of the Proposed Plan from

the Commission’s public website, or by submitting a written request to Allison Moon, United

States Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-5876.

The Notice also advised that all persons desiring to comment on the Proposed Plan could submit

their comments, in writing, within 30 days of the Notice. The Commission received no

comments on the Proposed Plan during the comment period. On July 12, 2022, the Division of

1

2

Exchange Act Rel. No. 94877 (May 9, 2022).

17 C.F.R. § 201.1103.

Enforcement, pursuant to delegated authority, issued an order approving the Proposed Plan,3 and

posted the approved Plan of Distribution (the “Plan”).

The Plan provides for the distribution of the Fair Fund, plus accumulated interest, less

taxes, fees, and expenses, to the harmed investors according to the methodology set forth in the

Plan.

In accordance with the Plan, the Commission staff, in consultation with Krista L. Freitag,

by and through E3 Realty Advisors, Inc. dba E3 Advisors (the “Third-Party”), has compiled the

payee information and prepared a payment file in a Commission-approved format. The

Commission staff has reviewed and accepted the payment file and requests, pursuant to Rule

1101(b)(6) of the Commission’s Rules on Fair Fund and Disgorgement Plans,4 that the

Commission direct the payment of $298,273.61 from the Fair Fund to the account established at

Western Alliance Bank (the “Bank”), in accordance with paragraph 48 of the Plan, for

distribution by the Third-Party in accordance with the Plan.

Accordingly, it is hereby ORDERED that the Commission staff shall direct the payment

of $298,273.61 from the Fair Fund to the Bank for distribution by the Third-Party in accordance

with the Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.5

Vanessa A. Countryman

Secretary

3

See Order Approving Plan of Distribution, Exchange Act Rel. No. 95255 (July 12, 2022).

17 C.F.R. § 201.1101(b)(6).

5

17 C.F.R. § 200.30-4(a)(21)(v).

4

2