Coldicutt

In 1992, the district court entered a permanent injunction by default against the appellant, Elizabeth L. Coldicutt, enjoining her from violating Sections 5(a) and 5(c) of the Securities Act, 15 U.S.C. §§ 77e(a) and 77e(c) (1994), by selling or offering to sell any securities unless and until a registration statement for such securities had been filed with the Securities and Exchange Commission. In March 1998, Coldicutt filed a motion under Federal Rule of Civil Procedure 60(b)(5) to terminate the permanent injunction. The district court denied the motion, holding that Coldicutt had failed to establish a sufficient change of circumstances. We have jurisdiction pursuant to 28 U.S.C. § 1291 (1994) and we affirm.

I.

In 1990, Coldicutt, a securities broker licensed by the National Association of Securities Dealers, was affiliated with two companies, FCN Financial Services and Burnett Grey & Co. These companies were approached by the principals of a company called EDP to help create a market for *941 EDP stock. The stock was not registered with the SEC. The SEC alleges that EDP was a “sham” corporation, devoid of any substantial assets, and that EDP submitted fraudulent filings to…