Gillespie

The Securities and Exchange Commission (“SEC”) filed a complaint against Thomas Gillespie (“Gillespie”) and Aqua Vie Beverage Corporation (“Aqua Vie”) alleging violations of Sections 10(b) and 13(a) of the Exchange Act, and Sections 5(a) and 17(a) of the Securities Act. The district court granted summary judgement in favor of the SEC on all claims. Gillespie appeals. We have jurisdiction under 28 U.S.C. § 1291 , and we affirm.

I.

Gillespie first argues that the district court erred in concluding that there were no genuine issues of material fact regarding whether Gillespie violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act. To prove a violation of Section 17(a) or Section 10(b), the SEC must establish that there was a(l) misstatement or omission of (2) material fact, (3) made with scienter. Ponce v. SEC, 345 F.3d 722, 729 (9th Cir.2003). Here, the district court properly determined that Aqua Vie made three misstatements of material fact: (1) Aqua Vie’s inflated stock price projection of $5.25; (2) Aqua Vie’s inflated 2003 revenue projection of $6.5 to $7 million; and (3) Aqua Vie’s statement that “patented technology was a barrier to entry” by…