UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 90259 / October 22, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-20136

In the Matter of

NORMAN T. REYNOLDS,

ESQ. 

Respondent.

ORDER INSTITUTING PUBLIC 

ADMINISTRATIVE PROCEEDINGS 

AND IMPOSING TEMPORARY 

SUSPENSION PURSUANT TO RULE 

102(e)(3)(i) OF THE COMMISSION’S 

RULES OF PRACTICE

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative proceedings be, and hereby are, instituted against 

Norman T. Reynolds (“Respondent” or “Reynolds”) pursuant to Rules 102(e)(3)(i)(A) and (B)1

of the Commission’s Rules of Practice (17 C.F.R. § 201.102(e)(3)(i)(A), (B)). 

 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without

preliminary hearing, may, by order, temporarily suspend from appearing or

practicing before it any attorney ...who has been by name: (A) [p]ermanently

enjoined by any court of competent jurisdiction, by reason of his or her misconduct

in an action brought by the Commission, from violating or aiding and abetting the

violation of any provision of the Federal securities laws or of the rules and

regulations thereunder; or (B) [f]ound by any court of competent jurisdiction in an

action brought by the Commission to which he or she is a party ... to have violated

(unless the violation was found not to have been willful) or aided and abetted the

violation of any provision of the Federal securities laws or of the rules and

regulations thereunder.
2

II.

The Commission finds that: 

1. Reynolds, at all relevant times, was an attorney who was admitted to practice in 

the state of Texas. 

2. On April 12, 2017, the Commission filed an injunctive action against Reynolds, 

Mustafa David Sayid, and Kevin Jasper in the United States District Court for the Southern 

District of New York, Securities and Exchange Commission v. Mustafa David Sayid, Kevin 

Jasper, and Norman T. Reynolds, Civil Action No. 1:17-cv-2630 (JFK). The complaint alleged

that Reynolds and the other defendants engaged in a fraudulent scheme to effect illegal, 

unregistered sales of Nouveau Holdings., Ltd. (“Nouveau”) shares in violation of Sections 5 and 

17(a) of the Securities Act of 1933 (“Securities Act”) and Section 10(b) of the Securities 

Exchange Act of 1934 (“Exchange Act”), and Rule 10b-5 thereunder.

3. The complaint further alleged as follows: Sayid orchestrated two stock 

promoters’ unlawful resale of at least four million Nouveau restricted shares. Nouveau’s transfer 

agent required an attorney opinion letter opining that the shares qualified for an exemption from 

registration before it would remove the restrictive legend from these unregistered securities. In 

July 2013, Sayid hired Reynolds to write two legal opinion letters opining that the proposed 

issuances qualified for removal of restrictions under 17 C.F.R. 230.144 (“Rule 144”). To qualify 

for a Rule 144 one-year holding period, the stock-transfer agreements that led to the issuance of 

the Nouveau stock needed to have been completed by July 2012. Reynolds was suspicious of the 

execution dates for the agreements because he had reviewed documents that indicated the 

execution date was September 25, 2012. He initially told Sayid that the proposed transaction did 

not meet the Rule 144 one-year holding period. Sayid lied to Reynolds and gave him purported 

stock-transfer agreements that were falsely backdated to make it appear the transactions 

complied with Rule 144’s one-year holding period. Despite his suspicions concerning the 

execution dates, Reynolds relied on Sayid’s false representations and sent Sayid the opinion 

letters without ever verifying the execution dates of the stock-transfer agreements. His letters 

enabled the stock promoters to conduct a paid promotional campaign (blasting emails touting 

Nouveau’s stock to unsuspecting penny-stock investors), and sell the unrestricted Nouveau 

stock, reaping hundreds of thousands of dollars in profit.

4. On November 25, 2019, the court granted the Commission’s motion for summary 

judgment against Reynolds, finding he had violated Section 10(b) of the Exchange Act and Rule 

10b-5 thereunder, and Sections 5 and 17(a) of the Securities Act. The court did not make a 

finding that Reynolds’ violations were not willful.

5. On July 22, 2020, the court entered final judgment against Reynolds, permanently 

enjoining him from violating Sections 5 and 17(a) of the Securities Act and Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder. In addition, the court issued permanent penny stock 

and officer and director bars against Reynolds, and permanently enjoined him from participating 

in the preparation or issuance of any opinion letter in connection with the offer or sale of 

securities pursuant to, or claiming an exemption under, Section 4(1) of the Securities Act and 
3

Rule 144 thereunder. It also ordered him to pay $700 in disgorgement, $193 in interest and a 

civil penalty of $75,000.

6. On September 9, 2020, the court issued an amended final judgment against 

Reynolds that amended the manner of disposition of disgorgement, but did not affect the 

judgment as to liability.

III.

Based upon the foregoing, the Commission finds that a court of competent jurisdiction, in 

an action brought by the Commission, has permanently enjoined Reynolds from violating the 

Federal securities laws within the meaning of Rule 102(e)(3)(i)(A) of the Commission’s Rules of 

Practice. The Commission further finds that Reynolds has been found by a court of competent 

jurisdiction, in an action brought by the Commission, to have violated the federal securities laws 

within the meaning of Rule 102(e)(3)(i)(B) of the Commission’s Rules of Practice. In view of 

these findings, the Commission deems it appropriate and in the public interest that Reynolds be 

temporarily suspended from appearing or practicing before the Commission as an attorney. 

Accordingly, 

IT IS HEREBY ORDERED that Reynolds be, and hereby is, temporarily suspended from 

appearing or practicing before the Commission as an attorney. This Order will be effective upon 

service on the Respondent.

IT IS FURTHER ORDERED that Reynolds may, within thirty days after service of this 

Order, file a petition with the Commission to lift the temporary suspension. If the Commission 

receives no petition within thirty days after service of the Order, the suspension will become

permanent pursuant to Rule 102(e)(3)(ii).

If a petition is received within thirty days after service of this Order, the Commission 

will, within thirty days after the filing of the petition, either lift the temporary suspension, or set 

the matter down for hearing at a time and place to be designated by the Commission, or both. If 

a hearing is ordered, following the hearing, the Commission may lift the suspension, censure the 

petitioner, or disqualify the petitioner from appearing or practicing before the Commission for a 

period of time, or permanently, pursuant to Rule 102(e)(3)(iii).

This Order shall be served upon Reynolds by certified mail at his last known address.

By the Commission.

Vanessa A. Countryman

Secretary