Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS
SEC Charges Undisclosed Control Person and His Alter-Ego Entity in Penny Stock Scheme
Litigation Release No. 25594 / December 19, 2022
Securities and Exchange Commission v. Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS, No. 1:22-cv-10657 (S.D.N.Y. filed December 16, 2022)
The Securities and Exchange Commission filed charges against Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS in connection with a fraudulent scheme involving the securities of Williamsville Sears Management, Inc. ("Williamsville").
The SEC alleges that between approximately February 2018 and July 2018, Kistler and his alter-ego entity, NOBS, engaged in a fraudulent scheme to take control of Williamsville, a dormant microcap shell company, and deceitfully pump up the purported value of the company and its shares in order to "flip" the company and/or its shares for a profit. According to the complaint, to carry out the scheme, Kistler made false and misleading statements to OTC Markets Group, the Financial Industry Regulatory Authority ("FINRA"), and Williamsville's transfer agent. Kistler also allegedly made false and misleading statements to the public through Williamsville's public filings. In addition, according to the complaint, Kistler engaged in manipulative purchases of Williamsville stock in order to give the appearance of bona fide market activity in the stock. As alleged in the complaint, Kistler and NOBS benefited from this scheme. Specifically, Kistler, through NOBS, received $50,000 for brokering the sale of Williamsville, and NOBS received 100 million Williamsville shares. Kistler also received $32,500 to engage in manipulative purchases of Williamsville's stock.
The SEC's complaint, filed in the U.S. District Court for the Southern District of New York, charges Kistler and NOBS with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and (c) thereunder. The complaint also charges Kistler with a violation of the anti-manipulation provisions of the Exchange Act under Section 9(a)(2). The complaint seeks permanent injunctive relief, disgorgement, with prejudgment interest, and civil penalties. The SEC also seeks a penny stock bar against both Defendants and an officer and director bar against Kistler.
The SEC's investigation was conducted by Laura Yeu, Kristine Zaleskas, Ricky Tong, Judith A. Weinstock, and Michael Paley, of the New York Regional Office. The case is being supervised by Sheldon L. Pollock. The litigation will be handled by Ms. Zaleskas and supervised by Preethi Krishnamurthy. The SEC appreciates the assistance of FINRA.