UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING 

File No. 3-19991

In the Matter of

William D. King, CPA

Respondent.

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PROPOSED PLAN OF 

DISTRIBUTION

I. OVERVIEW

1. The Division of Enforcement submits this Proposed Plan of Distribution (the 

“Plan”) to the United States Securities and Exchange Commission (the “Commission”) pursuant 

to Rule 1101 of the Commission’s Rules on Fair Fund and Disgorgement Plans (the 

“Commission’s Rules”), 17 C.F.R. § 201.1101. This Plan provides for the distribution of a Fair 

Fund (the “Fair Fund”), comprised of disgorgement, prejudgment interest, and civil money 

penalties paid by William D. King, CPA (the “Respondent”) in the above-captioned matter.1 

2. As described more specifically below, the Plan seeks to compensate investors 

who were harmed by the Respondent’s conduct described in the Order, in connection with 

Respondent’s solicitation of investors in American Rebel Holdings, Inc. (“AREB”). Based on 

information obtained by the Commission staff during its investigation and the review and 

analysis of applicable records, the Commission staff has reasonably concluded that it has all 

records necessary to calculate each investor’s harm. As a result, the Fair Fund is not being 

distributed according to a claims-made process, so procedures for making and approving claims 

in accordance with Rule 1101(b)(4) of the Commission’s Rules, 17 C.F.R. § 201.1101(b)(4), are 

not applicable.

3. As calculated using the methodology detailed in the Plan of Allocation (attached 

as Exhibit A), investors who paid a higher price than the actual share price on AREB stock

acquired through Respondent between February 2016 and July 2016 and/or did not receive 

interest payments on AREB convertible notes acquired through Respondent between September 

2016 and September 2017 will be compensated for their losses.

 

1

 See 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-andDesist Order, Exchange Act Rel. No. 89848 (Sept. 11, 2020) (the “Order”).
2

4. In the view of the Commission staff, this methodology constitutes a fair and 

reasonable allocation of the Fair Fund. 

5. The Commission has custody of the Fair Fund and shall retain control of the 

assets of the Fair Fund. The Plan is subject to approval by the Commission, and the Commission 

retains jurisdiction over its implementation.

II. BACKGROUND

6. On September 11, 2020, the Commission issued the Order instituting and 

simultaneously settling administrative and cease-and-desist proceedings against the Respondent. 

In the Order, the Commission found that from August 2015 through September 2018, King 

solicited clients to invest in AREB. King did not disclose that he received $72,250 in AREB 

shares as a commission for soliciting sales nor that he retained $447,384 in AREB shares as fees. 

The Commission also found that King operated as a broker-dealer through his solicitation of 

investors and other activities without registering to do so. The Commission ordered the 

Respondent to pay $519,634 in disgorgement, $33,388.13 in prejudgment interest, and a $75,000 

civil money penalty, for a total of $628,022.13, to the Commission. The Commission also 

created the Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the 

penalty paid, along with the disgorgement and interest paid, can be distributed to harmed 

investors.

7. The Respondent has paid in full. The Fair Fund has been deposited at the United 

States Department of the Treasury’s Bureau of the Fiscal Service (“BFS”) for investment. 

III. DEFINITIONS

As used in this Plan, the following definitions will apply:

8. “Administrative Costs” shall mean any administrative costs and expenses, 

including without limitation tax obligations, the fees and expenses of the Tax Administrator and 

the Fund Administrator, bond premium expenses, and investment and banking costs. 

9. “Distribution Payment” means a payment from the Fair Fund to a Payee in 

accordance with the terms of this Plan.

10. “Eligible Claimant” means a Preliminary Claimant, who is determined to have 

suffered a Recognized Loss, pursuant to the Plan of Allocation, and who is not an Excluded 

Party or an Unresponsive Preliminary Claimant.

11. “Excluded Party” shall mean: (a) the Respondents, and Respondents’ advisers, 

agents, nominees, assigns, creditors, heirs, distributees, spouses, parents, children, or controlled 

entities; (b) the Fund Administrator, its employees, and those Persons assisting the Fund 

Administrator in its role as the Fund Administrator; and (c) any purchaser or assignee of another 

Person’s right to obtain a recovery from the Fair Fund for value; provided, however, that this 
3

provision shall not be construed to exclude those Persons who obtained such a right by gift, 

inheritance or devise.

12. “Fair Fund” means the fund created by the Commission pursuant to Section 

308(a) of the Sarbanes-Oxley Act of 2002, for the benefit of investors harmed by Respondent’s 

violations described in the Order. 

13. “Final Determination Notice” means the written notice sent by the Fund 

Administrator to (a) any Preliminary Claimant who timely submitted a written dispute of his, her, 

or its calculated Recognized Loss notifying the Preliminary Claimant of its resolution of the 

dispute; and (b) those Preliminary Claimants who have not responded to the Plan Notice as 

described in paragraph 40, except for those whose Plan Notice were returned as “undeliverable,” 

notifying the Preliminary Claimant that he, she, or it has been deemed an Unresponsive 

Preliminary Claimant. The Final Determination Notice will constitute the Fund Administrator’s 

final ruling regarding the status of the claim.

14. “Net Available Fair Fund” means the Fair Fund, plus any interest or earnings, 

less Administrative Costs. 

15. “Payee” means an Eligible Claimant whose distribution amount is equal to or 

greater than $10.00, as calculated in accordance with the Plan of Allocation, who is determined 

to receive a Distribution Payment.

16. “Person” means natural individuals as well as legal entities such as corporations, 

partnerships, or limited liability companies.

17. “Plan Notice” means a written notice from the Fund Administrator to each 

Preliminary Claimant regarding the Commission’s approval of the Plan, including, as 

appropriate: a statement characterizing the distribution; a link to the approved Plan posted on the 

Commission’s website and instructions for requesting a copy of the Plan; specification of any 

information needed from the Preliminary Claimant to prevent him, her, or it from being deemed 

an Unresponsive Preliminary Claimant; his, her, or its preliminary Recognized Loss; a 

description of the tax information reporting and other related tax matters; the procedure for the 

distribution as set forth in the Plan; and the name and contact information for the Fund 

Administrator as a resource for additional information or to contact with questions regarding the 

distribution. 

18. “Plan of Allocation” means the methodology by which a Preliminary Claimant’s 

Recognized Loss is calculated. The Plan of Allocation is attached as Exhibit A. 

19. “Preliminary Claimant” means a Person, or their lawful successors, identified 

by the Fund Administrator based on its review and analysis of applicable records obtained by the 

Commission staff during its investigation, who may have suffered a loss as a result of paying a 

higher price than the actual share price of AREB shares acquired through Respondent and/or not 

receiving interest payments on AREB convertible notes acquired through Respondent during the 

applicable Relevant Period.
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20. “Recognized Loss” means the amount of loss calculated for a Preliminary 

Claimant in accordance with the Plan of Allocation.

21. “Relevant Period” is between February 2016 and July 2016 for those investors 

who paid a higher price than the actual share price on AREB stock acquired through Respondent 

and/or is between September 2016 and September 2017 for those investors who did not receive 

interest payments on AREB convertible notes acquired through Respondent.

22. “Unresponsive Preliminary Claimant” means a Preliminary Claimant whose 

address the Fund Administrator has not been able to verify and/or who does not timely respond 

to the Fund Administrator’s attempts to obtain information, including any information sought in 

the Plan Notice. Unresponsive Preliminary Claimants will not be eligible for a distribution under 

the Plan.

IV. TAX COMPLIANCE

23. On October 14, 2021, the Commission appointed Miller Kaplan Arase LLP as the 

tax administrator (the “Tax Administrator”) for the Fair Fund to handle the tax obligations of the 

Fair Fund.

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 The Tax Administrator will be compensated for reasonable fees and expenses from 

the Fair Fund in accordance with its 2019-2021 Engagement Letter Agreement with the 

Commission.3

24. The Fair Fund constitutes a Qualified Settlement Fund (“QSF”) under Section 

468B(g) of the Internal Revenue Code of 1986, as amended, 26 U.S.C. § 468B(g), and related 

regulations, 26 C.F.R. §§ 1.468B-1 through 1.468B-5. The Tax Administrator is the 

administrator of such QSF for purposes of Treas. Reg. § 1.468B-2(k)(3)(I) and shall satisfy the 

tax-related administrative requirements imposed by Treas. Reg. § 1.468B-2, including, but not 

limited to:

(a) Obtaining a taxpayer identification number; 

(b) Requesting funds necessary for the timely payment of all applicable taxes, 

the payment of taxes for which the Tax Administrator has received funds, 

and the filing of applicable returns; and 

(c) Fulfilling any information reporting or withholding requirements imposed 

on distributions from the Fair Fund.

25. All tax obligations will be paid from the Fair Fund, subject to the review and 

approval of Commission staff.

 

2

 See Order Appointing Tax Administrator, Exchange Rel. No. 93321 (Oct. 14, 2021).

3

 See Omnibus Order Directing the Appointment of Tax Administrator in Administrative Proceedings that Establish 

Distribution Funds, Exchange Act Rel. No. 85174 (Feb. 22, 2019).
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V. FUND ADMINISTRATOR

26. On December 29, 2021, the Commission appointed Analytics Consulting LLC, as 

the fund administrator for the Fair Fund (the “Fund Administrator”), and the Fund Administrator 

has obtained a bond in the amount of $628,022.13, as ordered.4 Pursuant to Rule 1105(a) of the 

Commission’s Rules, 17 C.F.R. § 201.1105(a), the Fund Administrator may be removed at any 

time by order of the Commission or hearing officer.

27. The Fund Administrator will be responsible for administering the Fair Fund in 

accordance with the Plan. This will include, among other things, taking reasonable steps to 

obtain accurate mailing information for Preliminary Claimants; establishing a website and 

staffing a call center to address inquiries regarding the Plan; disseminating the Plan Notice; 

preparing accountings; cooperating with the Tax Administrator appointed by the Commission to 

satisfy any tax liabilities and to ensure compliance with income tax reporting requirements, 

including but not limited to Foreign Account Tax Compliance Act (FATCA); disbursing the Fair 

Fund in accordance with this Plan, as ordered by the Commission; and researching and 

reconciling errors and reissuing payments, when possible. 

28. To carry out the purposes of this Plan, the Fund Administrator is authorized to 

make and implement immaterial changes to the Plan upon agreement of the Commission staff. If 

a change is deemed to be material by the Commission staff, Commission approval is required 

prior to implementation by amending the Plan.

29. The Fund Administrator may extend any procedural deadline contained in the 

Plan for good cause shown, if agreed upon by the Commission staff.

30. When administering this Plan, the Fund Administrator, and/or each of its 

designees, agents and assigns, may rely on: all applicable law; orders issued by the Commission, 

including orders issued by delegated authority; orders issued by an administrative law judge, if 

any, appointed in this proceeding; and any records, including records containing investor 

information, provided by Commission staff.

31. The Fund Administrator is authorized to enter into agreements with third-parties 

as may be appropriate or necessary in the administration of the Fair Fund, provided such thirdparties are not excluded pursuant to other provisions of this Plan. In connection with such 

agreements, the third-parties shall be deemed to be agents of the Fund Administrator under this 

Plan. 

32. The Fund Administrator will be entitled to payment from the Fair Fund of 

reasonable fees and expenses, including the bond premium, incurred in the performance of its 

duties (including any such fees and expenses incurred by agents, consultants or third-parties 

retained by the Fund Administrator in furtherance of its duties).

 

4

 See Order Appointing Fund Administrator and Setting Administrator's Bond Amount, Exchange Act Rel. No. 

93879 (Dec. 29, 2021).
6

VI. PLAN PROCEDURES

Specification of Preliminary Claimants

33. Using information obtained during its investigation, the Commission has 

identified the Preliminary Claimants. Preliminary Claimants are limited to only those Persons 

who may have suffered a loss by paying a higher price than the actual share price of AREB stock 

acquired through Respondent and/or did not receive interest payments on AREB convertible 

notes acquired through Respondent during the applicable Relevant Period. 

Procedures for Locating and Notifying Preliminary Claimants

34. Within thirty (30) days of Commission approval of the Plan, the Fund 

Administrator will: 

(a) Establish and maintain a website devoted solely to the Fair Fund. The Fair 

Fund’s website will make available a copy of the approved Plan, include a 

copy of the Plan Notice, and related materials in downloadable form, and 

such other information that the Fund Administrator believes will be 

beneficial to Preliminary Claimants. 

(b) Establish and maintain a toll-free telephone number for Preliminary 

Claimants to call and speak to a live representative of the Fund 

Administrator during its regular business hours or, outside of such hours, 

to hear pre-recorded information about the Fair Fund. 

(c) Establish and maintain a traditional mailing address and an email address 

which will be listed on all correspondence from the Fund Administrator to 

Preliminary Claimants as well as on the Fair Fund’s website.

(d) Establish and maintain a case specific database of all Preliminary 

Claimants based upon information provided to and obtained by the Fund 

Administrator, including the last known physical and email addresses.

(e) Run a National Change of Address search to retrieve updated addresses 

for all records in the database, thereby ensuring the mailing information 

for Preliminary Claimants is up-to-date; and

(f) Send a Plan Notice to each Preliminary Claimant’s last known email 

address (if known) and/or mailing address.

35. The Commission staff retains the right to review and approve any material posted 

on the Fair Fund’s website, any communication with investors, and any scripts used in 

connection with communications with investors.
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Undeliverable Mail

36. The Fund Administrator will attempt to locate any Preliminary Claimant whose 

mailing is returned as undeliverable by the U.S. Postal Service or otherwise, including an 

advanced address search using commercially available resources, if feasible, and will document 

all such efforts. If another address is obtained, the Fund Administrator will then resend it the 

Preliminary Claimant’s new address within thirty (30) days of receipt of the returned mail. If the 

mailing is returned again, and the Fund Administrator, despite best practicable efforts, is unable 

to find a Preliminary Claimant’s correct address, the Fund Administrator, in its discretion, may 

deem such Preliminary Claimant an Unresponsive Preliminary Claimant. 

37. The Fund Administrator, with Commission staff approval, may engage a thirdparty search firm to conduct more rigorous searches for Persons whose mailings are returned as 

undeliverable.

38. Any Preliminary Claimant who relocates or otherwise changes contact 

information after receipt of the Plan Notice must promptly communicate any change in address 

or contact information to the Fund Administrator.

Procedures to Request Plan Notice

39. Any Person who does not receive a Plan Notice, as described in paragraph 34(f), 

but who is aware of this Plan (e.g., through other Preliminary Claimants or on www.sec.gov) and 

believes they should be included as a Preliminary Claimant should contact the Fund 

Administrator within sixty (60) days from the approval of the Plan to establish that they should 

be considered a Preliminary Claimant. The Fund Administrator will send the Person a Plan 

Notice within twenty (20) days of receiving the Person’s documentation, if the Fund 

Administrator determines that the Person should have received a Plan Notice.

Failure to Respond to Plan Notice

40. If a Preliminary Claimant is requested to respond and fails to respond within 

thirty (30) days from the mailing of the Plan Notice, the Fund Administrator will make no fewer 

than two (2) attempts to contact the Preliminary Claimant by telephone or email. The second 

attempt will in no event take place more than sixty (60) days from the initial mailing of the Plan 

Notice. If a Preliminary Claimant fails to respond to the Fund Administrator’s contact attempts 

as described in this paragraph, the Fund Administrator, in its discretion, may deem such

Preliminary Claimant an Unresponsive Preliminary Claimant. 

Dispute Process

41. Disputes will be limited to calculation of Recognized Losses. Within sixty (60) 

days of the initial mailing of the Plan Notice, the Fund Administrator must receive a written 

communication detailing any dispute along with any supporting documentation. The Fund 

Administrator will investigate the dispute, and such investigation will include a review of the 

written dispute as well as any supporting documentation. 
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Final Determination Notices

42. Within ninety (90) days of the initial mailing of the Plan Notices, the Fund 

Administrator will send a Final Determination Notice to (a) any Preliminary Claimant who 

timely submitted a written dispute as described in paragraph 41 above, notifying the Preliminary 

Claimant of its resolution of the dispute; and (b) those Preliminary Claimants who have not 

responded to the Plan Notice, as described in paragraph 40 above, except for those whose Plan 

Notice were returned as undeliverable, notifying the Preliminary Claimant that he, she, or it has 

been deemed an Unresponsive Preliminary Claimant.

Distribution Methodology

43. The Fund Administrator will calculate each Preliminary Claimant’s Recognized 

Loss in accordance with the Plan of Allocation. All Preliminary Claimants who are determined 

to have a Recognized Loss, and who are not deemed an Excluded Party or an Unresponsive 

Preliminary Claimant will be deemed an Eligible Claimant. All Eligible Claimants who are 

determined to receive a Distribution Payment will be deemed a Payee.

Establishment of a Reserve

44. Before determining the amount of funds available for distribution and calculating 

each Payee’s Distribution Payment, the Fund Administrator, in conjunction with the Tax 

Administrator, will establish a reserve to pay future Administrative Costs and to accommodate 

any unexpected expenditures (the “Reserve”).

45. After all Distribution Payments are made and Administrative Costs paid, any 

remaining amounts in the Reserve will become part of the Residual described in paragraph 64

below. 

Preparation of the Payment File

46. Within one hundred eighty (180) days of Commission approval of the Plan, the 

Fund Administrator will compile and send to the Commission staff the Payee information, 

including the name, address, calculated Recognized Loss, and the amount of the Distribution 

Payment for all Payees (the “Payee List”). The Fund Administrator will also provide a 

Reasonable Assurances Letter to the Commission staff, representing that the Payee List: (a) was 

compiled in accordance with the approved Plan; (b) is accurate as to Payees’ names, addresses, 

Recognized Losses and amounts of their Distribution Payment; (c) includes the number of 

Payees compensated; (d) the total amount being distributed; and (e) provides all information 

necessary to make a payment to each Payee.

The Escrow Account

47. Prior to the disbursement of the Net Available Fair Fund, the Fund Administrator 

will establish an escrow account (the “Escrow Account”) with a United States commercial bank 
9

that is a well-capitalized financial institution as defined by the Federal Reserve Act, Subpart D, 

12 C.F.R. 208.43 and that is not unacceptable to the Commission staff (the “Bank”), pursuant to 

an escrow agreement (the “Escrow Agreement”) to be provided by Commission staff.

48. The Fund Administrator, pursuant to the Escrow Agreement, shall also establish 

with the Bank a separate deposit account (e.g., controlled distribution account, managed 

distribution account, linked checking and investment account) (the “Distribution Account”), 

insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the guaranteed FDIC pass 

through limit. The Distribution Account shall be linked with the Escrow Account and shall be 

named, and records maintained, in accordance with the Escrow Agreement. 

49. During the term of the Escrow Agreement, the portions of the Fair Fund transferred 

to the Escrow Account (the “Escrow Property”) shall be invested and reinvested in short-term 

U.S. Treasury securities backed by the full faith and credit of the United States Government or 

an agency thereof. The investment shall be, of a type and term necessary to meet the cash 

liquidity requirements for payments to Payees and Administrative Costs, including investment or 

reinvestment in a bank account insured by the FDIC up to the guaranteed FDIC limit, or in 

money market mutual funds registered under the Investment Company Act of 1940 that invest 

100% of their assets in direct obligations of the United States Government. 

50. The Fund Administrator shall provide duplicate original bank and/or investment 

statements on any accounts established by the Fund Administrator to the Tax Administrator on a 

monthly basis and shall assist the Tax Administrator in obtaining mid-cycle statements, as 

necessary.

51. The Fund Administrator, in consultation with the Commission staff, shall work 

with the Bank on an ongoing basis to deposit or invest funds in the Escrow and Distribution 

Accounts so as to result in the maximum reasonable net return, taking into account the safety of 

such deposits or investments and tax implications; and to determine an allocation of funds 

between the Escrow and Distribution Account.

52. All interest, dividends, and/or income earned by the Escrow Property will accrue 

for the benefit of the Escrow Property. All Administrative Costs associated with the Escrow and 

Distribution Accounts will be the responsibility of the Fund Administrator, who may be 

reimbursed for said costs as provided in this Plan. No such Administrative Costs may be paid to 

the Bank, its agents, and/or its affiliates from the Escrow Property.

Distribution of the Fair Fund

53. Upon the Commission’s staff’s receipt, review, and acceptance of the Payee List 

and Reasonable Assurances Letter from the Fund Administrator, the Commission staff will seek 

an order from the Commission pursuant to Rule 1101(b)(6) of the Commission’s Rules, 17 

C.F.R. § 210.1101(b)(6), to disburse funds from the Net Available Fair Fund to the Bank for 

distribution by the Fund Administrator in accordance with the Plan. All disbursements will be 

made pursuant to a Commission Order. 
10

54. Upon issuance of an order to disburse, the Commission staff will direct the 

transfer of funds in accordance with the Payee List to the Bank. The Fund Administrator will 

then use its best efforts to commence mailing Distribution Payment checks and/or effect 

electronic payments within ten (10) business days of the release of the funds into the Escrow 

Account. All efforts will be coordinated to limit the time between the Escrow Account’s receipt 

of the funds and the issuance of Distribution Payments.

55. All checks will be issued by the Fund Administrator from the Distribution 

Account. All checks will bear a stale date of ninety (90) days from the date of issuance. Checks 

that are not negotiated by the stale date will be voided, and the Bank will be instructed to stop 

payment on those checks. A Payee’s claim will be extinguished if he, she, or it fails to negotiate 

his, her or its check by the stale date, and the funds will remain in the Fair Fund, except as 

provided in paragraph 59.

56. All Distribution Payments will be preceded or accompanied by a communication 

that includes, as appropriate: (a) a statement characterizing the distribution; (b) a statement that 

the tax treatment of the distribution is the responsibility of each Payee and that the Payee should 

consult his, her or its tax advisor for advice regarding the tax treatment of the distribution; (c) a 

statement that checks will be void and cannot be reissued after ninety (90) days from the date the 

original check was issued; and (d) contact information for the Fund Administrator for questions 

regarding the Distribution Payment. The letter or other mailings to Payees characterizing a

Distribution Payment will be submitted to the Tax Administrator and Commission staff for 

review and approval. 

57. All Distribution Payments, either on their face or in the accompanying mailing, 

will clearly indicate that the money is being distributed from the Fair Fund established by the 

Commission to compensate investors for harm as a result of securities law violations.

Post Distribution; Handing of Returned or Uncashed Checks; and Reissues

58. The Fund Administrator shall use its best efforts to make use of commercially 

available resources and other reasonably appropriate means to locate all Payees whose checks 

are returned to the Fund Administrator as “undeliverable.” If new address information becomes 

available, the Fund Administrator will repackage the distribution check and send it to the new 

address. If new address information is not available after a diligent search (and in no event no 

later than ninety (90) days after the initial mailing of the original check) or if the distribution 

check is returned again, the check shall be voided and the Fund Administrator shall instruct the 

issuing financial institution to stop payment on such check. If the Fund Administrator is unable 

to find a Payee’s correct address, the Fund Administrator, in its discretion, may remove such 

Payee from the distribution and the allocated Distribution Payment will remain in the Fair Fund 

for distribution, if feasible, to the remaining Payees.

59. The Fund Administrator will reissue checks or electronic payments to Payees 

upon the receipt of a valid, written request from the Payee if prior to the initial stale date. In 

cases where a Payee is unable to endorse a Distribution Payment check as written (e.g., name 

changes, IRA custodian changes, or recipient is deceased) and the Payee or a lawful 
11

representative requests the reissuance of a Distribution Payment check in a different name, the 

Fund Administrator will request, and must receive, documentation to support the requested 

change. The Fund Administrator will review the documentation to determine the authenticity 

and propriety of the change request. If, in the discretion of the Fund Administrator, such change 

request is properly documented, the Fund Administrator will issue an appropriately redrawn 

Distribution Payment to the requesting party. Reissued checks will be void at the later of ninety 

(90) days from issuance of the original check or sixty (60) days from the reissuance, and in no 

event will a check be reissued after ninety (90) days from the date of the original issuance 

without the approval of Commission staff.

60. The Fund Administrator will work with the Bank and maintain information about 

uncashed checks and any returned items due to non-delivery, insufficient addresses, and/or other 

deficiencies. The Fund Administrator is responsible for researching and reconciling errors and 

reissuing payments when possible. The Fund Administrator is also responsible for accounting 

for all payments. The amount of all uncashed and undelivered payments will continue to be held 

in the Fair Fund. 

61. The Fund Administrator will make and document its best efforts to contact Payees 

to follow-up on the status of uncashed distribution checks over $100 (other than those returned 

as “undeliverable”) and take appropriate action to follow-up on the status of uncashed checks at 

the request of Commission staff. The Fund Administrator may reissue such checks, subject to 

the time limits detailed herein.

Receipt of Additional Funds

62. Should any additional funds be received pursuant to Commission or Court order, 

agreement, or otherwise, prior to the Commission’s termination of the Fair Fund, such funds will 

be added to the Fair Fund and distributed, if feasible, in accordance with the Plan, pursuant to the 

Commission’s Rules.

Disposition of Undistributed Funds

63. If funds remain following the initial distribution and payment of all 

Administrative Costs, the Fund Administrator, in consultation with the Commission staff, may 

seek subsequent distribution(s) of any available remaining funds, pursuant to the Commission’s 

Rules. All subsequent distributions shall be made in a manner that is consistent with this Plan. 

64. A residual within the Fair Fund will be established for any amounts remaining 

after the final disbursement to Payees from the Fair Fund and the payment of all Administrative 

Costs (the “Residual”). The Residual may include funds from, among other things, amounts 

remaining in the Reserve, distribution checks that have not been cashed, checks or electronic 

payments that were not delivered or were returned to the Commission, and tax refunds for 

overpayment of taxes or for waiver of IRS penalties.

65. All funds remaining in the Residual that are infeasible to distribute to investors 

will be returned to the Commission and transferred to the U.S. Treasury, subject to Section 
12

21F(g)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the final 

accounting is approved by the Commission. Returning such money to the Respondent would be 

inconsistent with the equitable principle that no Person should profit from his wrongdoing. 

Therefore, in these circumstances distributing disgorged funds to the U.S. Treasury is the most 

equitable alternative.

Administrative Costs

66. All Administrative Costs will be paid from the Fair Fund in accordance with the 

Commission’s Rules. 

Accountings

67. In accordance with Rule 1105(f) of the Commission’s Rules, during the first ten 

(10) days of each calendar quarter after funds have been transferred from the BFS to the Bank, 

the Fund Administrator will file with the Commission, on a standardized accounting form 

provided by the Commission staff, an accounting of all monies earned or received and all monies 

spent in connection with the administration of the Plan. 

68. Upon completion of all distributions to Payees pursuant to the procedures 

described above, the Fund Administrator shall arrange for the payment of all Administrative 

Costs, transfer all remaining funds to the Commission, and submit a final accounting for 

approval by the Commission on a standardized form provided by the Commission staff. The 

Fund Administrator will also submit a report to the Commission staff containing the final 

distribution statistics regarding distributions to individuals and entities, and such other 

information requested by the Commission staff.

Wind-down and Document Retention

69. The Fund Administrator will shut down the website, P.O. Box and customer 

service telephone line(s) established specifically for the administration of the Fair Fund six (6) 

months after the transfer of any remaining funds to the Commission, or at such earlier time as the 

Fund Administrator determines with the concurrence of the Commission staff. 

70. The Fund Administrator will retain all materials submitted by Preliminary 

Claimants in either paper or electronic form for a period of six (6) years from the date of 

approval of a final fund accounting. Materials maintained in electronic form must be accessible 

and readable for the duration of retention. Pursuant to the Commission staff's direction, the Fund 

Administrator will either turn over to the Commission or destroy all materials, including 

documents in any media, upon expiration of this period.

Termination of the Fair Fund

71. The Fair Fund will be eligible for termination and the Fund Administrator will be 

eligible for discharge after all of the following have occurred (a) a final accounting, in a standard 

accounting format provided by the Commission staff, has been submitted by the Fund 
13

Administrator and approved by the Commission; (b) all Administrative Costs have been paid; 

and (c) any amount remaining in the Fair Fund has been returned to the Commission for transfer 

to U.S. Treasury. Once the Commission has approved the final accounting, the Commission 

staff will seek an order from the Commission authorizing: (a) the transfer of the Residual that is 

infeasible to return to investors, and any amounts returned to the Fair Fund in the future that is 

infeasible to return to investors, to the general fund of the U.S. Treasury, subject to Section 

21F(g)(3) of the Exchange Act; (b) discharge of the Fund Administrator; (c) cancellation of the 

Fund Administrator’s bond; and (d) termination of the Fair Fund.

VII. NOTICE OF PROPOSED PLAN AND OPPORTUNITY FOR COMMENT 

72. The Notice of the Proposed Plan of Distribution and Opportunity for Comment 

(the “Notice”) shall be published on the Commission’s website 

http://www.sec.gov/litigation/fairfundlist.htm. Any Person wishing to comment on the Plan 

must do so in writing by submitting their comments within thirty (30) days of the date of the 

Notice (a) to the Office of the Secretary, United States Securities and Exchange Commission, 

100 F Street, N.E., Washington, D.C. 20549-1090; (b) by using the Commission’s Internet 

comment form (www.sec.gov/litigation/admin.shtml); or (c) by sending an e-mail to rulecomments@sec.gov. Comments submitted by e-mail or via the Commission’s website should 

include “Administrative Proceeding File No. 3-19991 in the subject line. Comments received 

will be publicly available. Persons should only submit comments that they wish to make 

publicly available.
Exhibit A

PLAN OF ALLOCATION

This Plan of Allocation is designed to compensate investors who paid a higher price than 

the actual share price on AREB stock acquired through Respondent between February 2016 and 

July 2016 and/or did not receive interest payments on AREB convertible notes acquired through 

Respondent between September 2016 and September 2017 (the “Relevant Periods”). Investors 

who did not purchase AREB stock or AREB convertible notes through Respondent during the

applicable Relevant Period are ineligible to recover under this Plan. Based upon records 

obtained by the Commission during its investigation, the Fund Administrator has identified those 

investors, or their lawful successors, who may have paid a higher price than the actual price on 

AREB stock and/or did not receive interest payments on AREB convertible notes during the 

applicable Relevant Period (the “Preliminary Claimants”). 

The Fund Administrator will calculate each Preliminary Claimant’s Recognized Loss as 

the sum of his, her or its Recognized Loss on Shares plus Recognized Loss on Notes, as follows: 

A. Recognized Loss on Shares equals the Preliminary Claimant’s pro-rata share of 

the $196,875 value of the share price mark-ups charged by the Respondent, where 

the Preliminary Claimant’s pro-rata share is calculated as his, her or its 

investment amount in the AREB shares divided by the sum of all Preliminary 

Claimants’ investment amounts in the AREB shares. 

B. Recognized Loss on Notes equals the Preliminary Claimant’s pro-rata share of 

the $250,509 value of shares withheld by the Respondent at the September 2018 

exercise of the conversion feature of the AREB convertible notes, where the 

Preliminary Claimant’s pro-rata share is calculated as his, her or its investment 

amount in the AREB convertible notes divided by the sum of all Preliminary 

Claimants’ investment amounts in the AREB convertible notes. 

To avoid payment of a windfall, the Recognized Loss will be reduced by the amount of 

any compensation for the loss that resulted from the conduct described in the Order that was 

received from another source (e.g., class action settlement), to the extent known by the Fund 

Administrator.

Any Preliminary Claimant who suffered a Recognized Loss pursuant to this Plan of 

Allocation, and who is not an Excluded Party or an Unresponsive Preliminary Claimant, as 

defined in the Plan, will be deemed an Eligible Claimant.

Additional Provisions

Allocation of Funds: As the Net Available Fair Fund, as defined in the Plan, is equal to 

or exceeds the sum of Recognized Losses of all Eligible Claimants, each Eligible Claimant’s 

distribution amount will equal his, her or its Recognized Loss, plus “Reasonable Interest” as 

defined below and will be subject to the “Minimum Distribution Amount” defined below.
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Reasonable Interest: As the Net Available Fair Fund exceeds that necessary to pay all Eligible 

Claimants his, her, or its Recognized Loss in full, the Fund Administrator, will include interest in the 

distribution amount to compensate Eligible Claimants for the time value of his, her, or its respective 

Recognized Loss. Reasonable Interest will be calculated separately for the Recognized Loss on Shares 

and the Recognized Loss on Notes using the Short-term Applicable Federal Rate plus three percent 

(3%), compounded quarterly from a start date through the approximate date of the disbursement of the 

funds. The compounding start date for Recognized Loss on Shares is the first day of the month 

following the Eligible Claimant’s investment date. The compounding start date for Recognized Loss 

on Notes is October 1, 2018, the first day of the month following the September 2018 exercise of the 

conversion feature of the AREB convertible notes. 

Minimum Distribution Amount: The Minimum Distribution Amount will be $10.00 

(inclusive of Reasonable Interest). If an Eligible Claimant’s distribution amount is less than the 

Minimum Distribution Amount, that Eligible Claimant will be deemed ineligible to receive a 

Distribution Payment. 

Payee: An Eligible Claimant whose distribution amount equals or exceeds the Minimum 

Distribution Amount will be deemed a Payee and receive a Distribution Payment equal to his, 

her, or its distribution amount. In no event will a Payee receive from the Fair Fund more than 

his, her, or its Recognized Loss, plus Reasonable Interest, if applicable.