UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 95109 / June 16, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-19991

In the Matter of

William D. King, CPA,

Respondent.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On September 11, 2020, the Commission issued an 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 (the “Order”)1 against William D. King, CPA (the

“Respondent”). In the Order, the Commission found that from August 2015 through September

2018, King solicited clients to invest in a penny stock issuer, American Rebel Holdings, Inc.

(“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

$519,634.00 in disgorgement, $33,388.13 in prejudgment interest, and a $75,000.00 civil money

penalty, for a total of $628,022.13, to the Commission. The Commission also created a 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 (the “Fair Fund”).

The Fair Fund includes the $628,022.13 paid by the Respondent.

The assets of the Fair Fund are subject to the continuing jurisdiction and control of the

Commission. The Fair Fund and has been deposited in an interest-bearing account at the U.S.

Department of the Treasury’s Bureau of the Fiscal Service, and any interest accrued will be

added to the Fair Fund.

On April 19, 2022, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2

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Exchange Act Rel. No. 89848 (Sept. 11, 2020).

Exchange Act Rel. No. 94758 (Apr. 19, 2022).

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to Amy

Sumner, United States Securities and Exchange Commission, Byron Rogers Federal Office

Building, 1961 Stout Street, Suite 1700, Denver, CO 80294-1961. The Notice also advised that

all persons desiring to comment on the Proposed Plan could submit their comments, in writing,

within 30 days of the Notice. The Commission received no comments on the Proposed Plan

during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund4 to

investors who suffered a Recognized Loss as calculated by the methodology used in the Plan of

Allocation in the Plan.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

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17 C.F.R. § 201.1103.

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

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17 C.F.R. § 201.1104.

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17 C.F.R. § 200.30-4(a)(21)(iv).

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