UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 89848 / September 11, 2020

INVESTMENT ADVISERS ACT OF 1940

Release No. 5579 / September 11, 2020

INVESTMENT COMPANY ACT OF 1940

Release No. 34007 / September 11, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-19991

In the Matter of

WILLIAM D. KING, CPA

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT OF 

1934, SECTIONS 203(f) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

AND SECTION 9(b) OF THE INVESTMENT 

COMPANY ACT OF 1940, MAKING 

FINDINGS, AND IMPOSING REMEDIAL 

SANCTIONS AND A CEASE-AND-DESIST 

ORDER 

I.

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

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and 

Section 9(b) of the Investment Company Act of 1940 (“Investment Company Act”) against 

William D. King (“Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Administrative and Cease-And-Desist Proceedings, Making 
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Findings, and Imposing Remedial Sanctions, and a Cease-And-Desist Order (“Order”), as set forth 

below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

These proceedings arise out of Respondent’s efforts to solicit and provide investment advice 

to clients regarding a penny stock offering between August 2015 and September 2018. As part of 

those efforts, Respondent did not disclose compensation he received from the penny stock issuer 

and the mark up he charged clients related to the investments in question. As a fiduciary, 

Respondent’s failures to disclose constituted a fraudulent omission upon his clients. Moreover, in 

connection with these activities, Respondent operated as an unregistered broker. 

Respondent

1. Respondent provided accounting and business advisory services to clients in 

multiple states. From February 2015 until December 2017, Respondent was an investment adviser 

representative with an investment adviser registered with the Commission. Respondent, 60 years 

old, is a resident of Gainesville, Florida. 

Other Relevant Entities

2. American Rebel Holdings, Inc. (“AREB”), organized in Nevada in December 2014, 

is a penny stock listed on the OTC Markets under ticker symbol AREB. AREB (CIK No. 

0001648087) has securities registered with the Commission under Section 12(g) of the Exchange 

Act and has its principal business address in Nashville, Tennessee.

3. ABA Rebels, LLC (“ABA Rebels”), organized in Florida in 2015, was created for 

purposes of facilitating Respondent’s clients’ investments in AREB. Respondent was 100% owner 

of ABA Rebels.

Background

4. From August 2015 through September 2018, Respondent solicited investors to 

make various investments in the securities of AREB and provided related investment advice to 

those investors regarding those investments for compensation. Through his efforts, Respondent 

raised approximately $3.1 million from advisory clients for purposes of investing in AREB.

 

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
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5. For the solicitation efforts on behalf of AREB, Respondent received 144,500 shares 

of AREB from AREB as a commission on September 20, 2017. The shares were worth 

$72,250.00 at the time they were received. Respondent did not disclose to investors that he was 

earning commissions on their investments. 

6. On February 9, 2016, Respondent solicited investors to invest in AREB at $.50 

per share by sending money to ABA Rebels. After raising approximately $600,000 from 

investors between February 11, 2016 and May 26, 2016, Respondent used the clients’ money to 

acquire a portion of the AREB shares at $.15 per share without disclosing the acquisition price to 

the clients. In total, Respondent, through this mark-up, received $196,875.00, which Respondent

received in the form of AREB shares.

7. In July 2016, Respondent received an additional $50,000 from clients to purchase 

shares of AREB. Respondent used the excess shares he had acquired at $.15 per share to fulfill 

these clients’ purchases without disclosing his role as a principal to the transaction or the $.35 per 

share mark-up.

8. Between September 2016 and December 2017, Respondent solicited clients to 

purchase convertible notes in AREB that matured in either six months or one year, carried 12% 

annual interest, and had a conversion feature allowing them to be converted to shares of AREB 

at $.50 per share. Respondent did not disclose to clients that he would retain the interest in the 

form of AREB shares worth approximately $250,509.00. 

9. In connection with his solicitations, Respondent analyzed clients’ circumstances to 

make recommendations based on their individual perceived needs, including investments in 

securities issued by AREB.

10. In connection with his solicitations, Respondent also brokered the investments 

through ABA Rebels, negotiated investment terms on behalf of clients, earned commissions, and 

held client assets and securities. 

11. As a result of the conduct described above, Respondent willfully2violated Section 

15(a) of the Exchange Act, which prohibits soliciting the purchase of securities through interstate 

means as a broker without registering with the Commission; Section 206(2) of the Advisers Act, 

which prohibits fraudulent or deceitful conduct by an investment adviser; and Section 206(3) of the 

Advisers Act, which, in pertinent part, prohibits an investment adviser from engaging in a 

transaction with a client while acting as a principal for its own account without disclosing in 

 

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“Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act, Section 203(f) of the 

Advisers Act, and Section 9(b) of the Investment Company Act, “‘means no more than that the person charged with 

the duty knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 

174 F.2d 969, 977 (D.C. Cir. 1949)). There is no requirement that the actor “also be aware that he is violating one 

of the Rules or Acts.” Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). The decision in The Robare Group, Ltd. v. SEC, 

which construed the term “willfully” for purposes of a differently structured statutory provision, does not alter that 

standard. 922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that a person has 

“willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the Advisers 

Act).
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writing to the client, before the completion of the transaction, the adviser’s role in the transaction, 

and obtaining the client’s consent. 

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent King’s Offer.

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act, Sections 203(f) and 

203(k) of the Advisers Act, and Section 9(b) of the Investment Company Act, it is hereby 

ORDERED that:

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 15(a) of the Exchange Act and Sections 206(2) and 206(3) of the 

Advisers Act.

B. Respondent be, and hereby is:

barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization;

prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter; and

barred from participating in any offering of a penny stock, including: 

acting as a promoter, finder, consultant, agent or other person who 

engages in activities with a broker, dealer or issuer for purposes of the 

issuance or trading in any penny stock, or inducing or attempting to induce 

the purchase or sale of any penny stock;

with the right to apply for reentry after three (3) years to the appropriate selfregulatory organization, or if there is none, to the Commission.

C. Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, compliance with the Commission’s order 

and payment of any or all of the following: (a) any disgorgement or civil penalties ordered by a 

Court against the Respondent in any action brought by the Commission; (b) any disgorgement 

amounts ordered against the Respondent for which the Commission waived payment; (c) any 

arbitration award related to the conduct that served as the basis for the Commission order; (d) any 

self-regulatory organization arbitration award to a customer, whether or not related to the conduct 

that served as the basis for the Commission order; and (e) any restitution order by a self-regulatory 
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organization, whether or not related to the conduct that served as the basis for the Commission 

order.

D. Respondent shall pay disgorgement of $519,634.00, prejudgment interest of

$33,388.13, and a civil penalty of $75,000.00, to the Securities and Exchange Commission.

Payment shall be made in the following installments: $125,604.53 on September 22, 2020; 

$125,604.40 on December 1, 2020; $125,604.40 on March 1, 2021; $125,604.40 on June 1, 2021; 

and $125,604.40 on August 31, 2021. Payments shall be applied first to post order interest, which 

accrues pursuant to SEC Rule of Practice 600. Prior to making the final payment set forth herein, 

Respondent shall contact the staff of the Commission for the amount due. If Respondent fails to 

make any payment by the date agreed and/or in the amount agreed according to the schedule set 

forth above, all outstanding payments under this Order, including post-order interest, minus any 

payments made, shall become due and payable immediately at the discretion of the staff of the 

Commission without further application to the Commission.

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

William D. King as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Justin C. Jeffries, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 950 E. Paces 

Ferry NE, Suite 900, Atlanta, GA 30326. 

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair

Fund is created for the disgorgement, prejudgment interest AND penalties referenced in paragraph

D above, to be distributed to harmed investors pursuant to a distribution plan approved by the 

Commission. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
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Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a "Related Investor Action" means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary